                                   CONSULTING AGREEMENT

This agreement is entered into as of October 30, 1998 by and between ABC, Inc. 
(hereinafter "ABC")  and Ruth Reynolds (hereinafter "Consultant").

ABC desires to engage Consultant to deliver assistance (hereinafter referred to as 
"Services") on matters relating to ABC's business, and Consultant desires to 
provide such Services. It is therefore agreed as follows:

1. The Services

Consultant shall provide the following services:

    Write complete end-user documentation on the use of product XYZ. Provide 
the documentation in HTML for incorporation into ABC's web site.

2. Term of Agreement

This agreement shall be effective from October 30, 1998 through March 15, 1999.

3. Compensation and Collection

(A) ABC agrees to lend Consultant the hardware and software necessary to 
perform the Services.

(B) ABC agrees to pay $40,000 for performance of the Services.

4. Company Contact

The ABC representative for this project is Stan Smith, publishing director.



