This Consulting Agreement (the "Agreement") is made and entered into this 15th day of October, 1996, by and
among Gilman Financial Corporation, a Texas corporation ("GFC"), KMG-Bernuth, Inc., a Delaware
corporation (the "Client"), and David Hatcher, an individual residing in Texas.
A. KMG desires to enter into a reverse acquisition transaction pursuant to a Stock Exchange Agreement (the
"Stock Exchange Agreement") by and among KMG, the shareholders of KMG, W.P. Acquisition Corp., a
Texas corporation (the "WPA"), and Halter Financial Group, Inc., a Texas Corporation ("HFG"), whereby
100% of KMG's issued and outstanding capital stock will be exchanged for an aggregate of approximately
6,510,000 shares of the issued and outstanding common stock of WPA, resulting in KMG becoming a wholly-
owned subsidiary of WPA.
B. GFC has provided and is willing to provide certain consulting services to KMG with respect to the
transactions contemplated by the Stock Exchange Agreement and certain other related matters on the terms and
conditions set forth in this Agreement.
C. As a result of the transactions contemplated by the proposed Stock Exchange Agreement, it is anticipated that
Mr. Hatcher will become a controlling shareholder of WPA. Mr. Hatcher enters into this Agreement for the
purpose of making certain agreements with GFC.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein and for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. CONSULTING SERVICES. GFC hereby agrees to provide consulting services to KMG under the terms
and conditions set forth in this Agreement as follows:
(i) Finding WPA;
(ii) Advising KMG concerning the structure of the transactions contemplated by this Agreement;
(iii) Reviewing the form of the Stock Exchange Agreement; and
(iv) Performing additional reasonable services related to the foregoing subparagraphs (