[SPENCER TRASK SECURITIES INCORPORATED LETTERHEAD APPEARS HERE]

August 20, 1998

Axxess, Inc.
201 Park Place, Suite 321
Altamonte Springs, FL 32701
Attention: Kevin A. Lichtman, President and Chairman

Gentlemen:

     This is to acknowledge and confirm the terms of our corporate finance 
agreement (the "Agreement") as follows:

     (1)  Axxess, Inc., a Nevada (the "Company"), hereby engages Spencer Trask 
Securities Incorporated (the "Advisor") and the Advisor hereby agrees to render 
services to the Company as its corporate finance consultant, financial advisor 
and investment banker.

     (2)  During the term of this Consulting Agreement, the Advisor shall 
provide advice to, and consult with, the Company concerning financial planning, 
corporate organization and structure, financial matters in connection with the 
operation of the business of the Company, private and public equity and debt 
financing, acquisitions, mergers and other similar business combinations and 
shall review and advise the Company regarding its overall progress, needs and 
financial condition. The Advisor is not obligated to devote any specific amount 
of time to providing advice and consultation to the Company.

     (3)  The Company shall compensate the Advisor as follows: $10,000 initial 
retainer fee upon signing of this Agreement and, within ten (10) days of signing
this Agreement, five-year warrants to purchase 200,000 shares of the Company's 
common stock at an exercise price equal to the lesser of $0.50 or 50% of the 
average closing price during the five (5) business days prior to the date of 
this Consulting Agreement; plus payments in the sum of $5,000 on the first day 
of each month of the term of this Consulting Agreement commencing with the month
of September, 1998; plus contingency payments in event of certain transactions, 
as set forth below. Payment of the initial retainer fee and subsequent monthly 
fees due to the Advisor may be deferred, at the Company's option, until the 
closing date of a Transaction with a party introduced to the Company or 
contacted by Spencer Trask or the Company during the term (as hereinafter 
defined) or the receipt by the Company of additional funding in the amount of 
$500,000 or more. The Company shall also reimburse the Advisor, promptly upon 
receipt of invoices therefor, for out-of-pocket expenses incurred in connection 
with its services hereunder. Said expenses shall not exceed $500 in any 30 day 
period of the term unless approved in writing by an officer or director of 
Axxess. In the event the Company fails to pay the fees as set forth herein, the 
Company will pay all costs and expenses incurred by the Advisor in connection 
with recovering such fees, plus interest at ten percent per annum from the date 
the fees were due to the date actually paid. Should the Advisor assist in 
raising financing for the Company, such services will be subject to engagement 
terms separate from this Agreement.

     (4)  If any Transaction (as hereinafter defined) is consummated during the 
Term or within two years after the end of the Term with a party introduced to 
the Company or contacted by Spencer Trask or the Company during the Term, the 
Company shall pay Spencer Trask or cause Spencer Trask to be paid, at the 
closing of each such Transaction, a cash fee equal to the sum of: (a) five 
percent (5%) of the first two million dollars of the aggregate consideration of 
a Transaction (the "Aggregate Consideration"), (b) four percent (4%) of the 
second two million dollars or portion thereof, (c) three percent (3%) of the 
third million dollars or portion therof, and (d) two and one and one-half



<PAGE>
 

percent (2 1/2%) of the balance of the Aggregate Consideration. Aggregate 
Consideration is defined and computed as follows:

A.   The total sale proceeds and other consideration received (which shall be
     deemed to include amounts paid into escrow) by the Company and/or its
     shareholders or by a Target and/or its shareholders upon the consummation
     of the Transaction (including payments made in installments), inclusive of
     cash, securities, notes, consulting agreements and agreements not to
     compete, plus the total value of liabilities assumed.

B.   If a portion of such consideration includes contingency payments (whether
     or not related to future earnings or operations), Aggregate Consideration
     will include 75% of the face value of such payments without regard to
     whether the conditions for the payment of such contingent amounts have been
     or may be satisfied.

C.   If the Aggregate Consideration for the Transaction consists in whole or in
     part of securities, for the purposes of calculating the amount of Aggregate
     Consideration, the value of such securities will be the value therof on the
     day preceding the consummation of the Transaction as the Company and
     Spencer Trask agree; provided, however, that in the case of securities for
     which there is a public trading market, the value will be determined by the
     average last sales price for such securities for the last twenty days prior
     to such consummation as determined by Spencer Trask and communicated by
     Spencer Trask to the Company. If there is no public trading market for such
     securities or other property received or receivable as a part of the
     Aggregate Consideration and the parties are unable to agree, then each of
     Spencer Trask and the Company will select an investment banking firm
     respected in the merger and acquisition field to determine a value and the
     midpoint between the two values established by the two independent experts
     will be the fair market value for the purpose hereof.

For the purposes of this agreement, any of the following transactions shall 
constitute a "Transaction": (a) the sale, outside of the ordinary course of 
business, of the Company or any of its assets, securities, or business by means 
of a merger, consolidation, joint venture, exchange offer or purchase or sale of
stock or assets, or any transaction resulting in any change of control of the 
Company or its assets or business; or (b) the purchase by the Company, outside 
of the ordinary course of business, of another company or any of its assets, 
securities or business by means of a merger, consolidation, joint venture, 
exchange offer or purchase or sale of stock or assets.

     (5)  The term of this Consulting Agreement shall be until August 10, 1999.

     (6)  The Advisor will not disclose to any other person, firm, or 
corporation, nor use for its own benefit, during or after the term of this 
Consulting Agreement, any trade secret or other information designated as 
confidential by the Company which is acquired by the Advisor in the course of 
performing services hereunder. (A trade secret is information not generally 
known to the trade which gives the Company an advantage over its competitors. 
Trade secrets can include, by way of example, products or services under 
development, production methods and processes, sources of supply, customer lists
and marketing plans). Any financial advice rendered by the Advisor pursuant to 
this Consulting Agreement may not be disclosed publicly in any manner without 
the prior written approval of the Advisor.




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<PAGE>
 

     (7)  The Company agrees to indemnify and hold the Advisor, its affiliates, 
control persons, officers, employees and agents (collectively, the "Indemnified 
Persons") harmless from and against all losses, claims, damages, liabilities, 
costs or expenses (including reasonable attorneys' and accountants' fees) joint 
and several, arising out of the performance of this Agreement, whether or not 
the Advisor is a party to such dispute. This indemnity shall not apply, however,
where a court of competent jurisdiction has made a final determination that the 
Advisor engaged in gross recklessness and willful misconduct in the performance 
of its services hereunder which gave rise to the loss, claim, damage, 
liability, cost or expense sought to be recovered hereunder (but pending any 
such final determination, the indemnification and reimbursement provision of 
this Agreement shall apply and the Company shall perform its obligations 
hereunder to reimburse the Advisor for its expenses).

     If for any reason the foregoing indemnification is unavailable to the 
Advisor or such other Indemnified Person or insufficient to hold it harmless, 
then the Company shall contribute to the amount paid or payable by the Advisor 
or such other Indemnified Person as a result of such loss, claim, damage, or 
liability in such proportion as is appropriate to reflect not only the relative 
benefits received by the Company and its shareholders on the one hand and the 
Advisor or such other Indemnified Person on the other hand, as well as any 
relevant equitable considerations; provided that in no event will the aggregate 
contribution by the Advisor and any other Indemnified Person hereunder exceed 
the amount of fees actually received by the Advisor pursuant to this Consulting 
Agreement. The reimbursement, indemnity and contribution obligations of the 
Company under this paragraph shall be in addition to any liability which the 
Company may otherwise have and shall be binding upon and inure to the benefit of
any successors, assigns, heirs and personal representatives of the Company, the 
Advisor and any other Indemnified Person.

     The provisions of this paragraph (7) shall survive the termination and 
expiration of this Consulting Agreement.

     (8)  This Consulting Agreement is not assignable and cannot be modified or 
changed, nor can any of its provisions be waived, except be written agreement 
signed by all parties. The Finder's Agreement dated as of July 2, 1998 between 
the parties hereto remains in full force and effect provided, however, that in 
the event that there are conflicts between the terms of said Finder's Agreement 
and this Consulting Agreement, the terms of this Consulting Agreement shall 
govern.

     (9)  This Consulting Agreement shall be governed by the laws of the State 
of New York.

     Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us 
with payment of the initial retainer fee at your earliest convenience.

Very truly yours,                           Accepted and Agreed:

SPENCER TRASK SECURITIES, INC.              AXXESS, INC.


By:                                         By: /s/ Kevin A. Lichtman
   --------------------------------            ---------------------------------
       William P. Dioguardi                         Kevin A. Lichtman
       President                                    President & Chairman


Date:                                       Date:   8-31-98
     ------------------------------              -------------------------------


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<PAGE>
 
                              FINDER'S AGREEMENT
                              ------------------

This agreement (the "Agreement") is entered into as of July 2, 1998 between
Axxess, Inc., a _______________corporation (the "Company") and Spencer Trask
Securities, Inc., a Delaware corporation ("Finder").

                                   RECITALS
                                   --------


   WHEREAS, Finder represents that it will endeavor to introduce the Company to
one or more Targets (as defined in Section 2 (b) below) who may be interested in
engaging in a business combination or financing arrangement with the Company
which may include an investment in the securities of or loan to a Target, or a
merger or purchase of some or all of the stock or assets of a Target (singularly
and in combination, a "Transaction"); and

   WHEREAS, the Company desires to engage the services of Finder to provide an
introduction to such Targets in accordance with the terms and conditions set
forth in this Agreement.

                                   AGREEMENT
                                   ---------

   NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. The Company engages Finder as one of the Company's non-exclusive
finders, to find Targets interested in effecting a Transaction. Finder will
endeavor to introduce the Company to such targets.

     2. (a) In order to coordinate the Company's and Finders respective efforts
during the period of engagement hereunder, Finder will obtain the Company's
consent prior to contacting potential Targets. The Company will promptly inform
Finder whether it is interested in being introduced to such potential Targets.
If so, Finder will introduce representatives of the Company to representatives
of such Targets.

        (b) For the purposes of this Agreement, "Targets" shall, mean
individuals or entities introduced to the Company by Finder; in this connection,
Vector Index Advisors, Inc. is specifically acknowledged as a Target that has
been introduced to the Company by Finder.

     3. In the event of a consummated Transaction, the Company shall pay to
Finder a fee as follows:

     (a) 5% of the first $2,000,000 or portion thereof of the consideration paid
     in such transaction; plus

     (b) 4% of the next $2,000,000 or portion thereof of the consideration paid
     in such transaction; plus
<PAGE>
 
     (c) 3% of the next $2,000,000 or portion thereof of the consideration paid
     in such transaction; plus

     (e) 2.5% of any consideration paid in such transaction in excess of
     $6,000,000
     

     "Consideration paid in such transaction" for purposes of this Agreement
shall mean the value of a) all consideration, including proceeds of investments
and loans, paid to a Target and/or the stockholders of a Target in connection
with a Transaction, including cash, securities or other consideration exchanged
or paid at closing; assumption of debt; and any deferred payments including
without limitation notes, contingent payments, license fees or royalty payments;
and b) the aggregate amount of any investment made by the Company and a Target
in a joint venture.

Payment of the applicable fee as set forth above will be made at the closing of
the related Transaction. The fee shall be payable in cash or in kind (i.e. the
same form of consideration received by a Target and/or its stockholders), and
any consideration other than cash which is paid in the consummated Transaction
shall be valued at its fair market value.

     In the event that any fees due Finder are not paid when due, the Company
shall also be liable to Finder for interest on the amount due at the annual rate
of three percent over the prime rate, accruing on a daily basis from the date of
closing, plus all of Finder's reasonable legal fees and expenses in connection
with collection of said fees.

     4. This Agreement shall remain in full force and effect for a period of
twelve (12) months after the date hereof; provided, however, that Finder shall
be entitled to receive the full fee set forth in paragraph 3 hereof in the event
discussions are held with a Target during the term of this agreement and a
Transaction or other business arrangement is consummated with such Target within
eighteen months years from the expiration of this Agreement.

     5. The Company shall not be liable for any retainers, costs, expenses or
other charges incurred by Finder or third parties at the request of Finder
unless the Company has authorized such costs or expenses in writing, except for
out-of-pocket expenses of Finder not in excess of $1,000 in connection with its
services pursuant to this Agreement, which expenses shall be paid upon
invoicing.

     6. (a) Finder is an independent contractor and financial advisor and is not
an employee or agent of the Company and it shall have no authority to bind the
Company in any manner whatsoever.

        (b) The Company acknowledges that Finder has not done any due diligence
with respect to any Target and that Finder makes no representations whatsoever
with respect to any Target (including without limitation its financial condition
or its ability to perform any obligations to which it is or may become bound),
and the Company expressly agrees that Finder shall have no liability whatsoever
in connection with any Transaction it may enter into with a Target.

     7. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to its conflict of law
principles.



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<PAGE>
 
     8. This Agreement constitutes the entire agreement between the parties and
supersedes any prior agreements, whether written or oral, between the parties.
No modification, extension or change in this Agreement shall be effective unless
it is in writing and signed by both Finder and the Company.

     9. The provisions of this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their heirs, legal representatives,
successors and assigns. This Agreement may not be assigned except upon the prior
written consent of the other party to this Agreement.

     10. Any notice hereunder shall be in writing and delivery thereof shall be
complete if delivered in person, by facsimile or mailed by overnight mail, or
registered or certified mail, postage prepaid to the following addresses (unless
changed by written notice):

     Finder.       Spencer Trask Securities, Inc.
                   535 Madison Avenue, 18th Floor
                   New York, NY 10022
                   Attention: William P. Dioguardi, President

     Company:      Axxess, Inc.
                   201 Park Place, Ste 321
                   Altamonte Springs, FL 32701
                   Attention: Kevin A. Lichtman, President and Chairman

     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the date first above written.

AXXESS, INC.                           SPENCER TRASK SECURITIES, INC




By:                                    By:
   --------------------------             ---------------------------------
      Kevin A. Lichtman                       William P. Dioguardi
      President & Chairman                    President




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Source: OneCLE Business Contracts.