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                                                                   EXHIBIT 10.12

                            CONSULTING AGREEMENT

        AGREEMENT dated as of          , 1997 (the "Agreement") by SURREY, INC.
with offices at 13110 Trails End Road, Leander, Texas 78641 (the "Company") and
STUART, COLEMAN & CO., INC. with offices at 11 West 42nd Street, New York, New
York  10036 (the "Consultant"). 

                                  RECITALS:

        The Company offered its stock to the public by means of an initial
offering ("IPO") on             ,1997 and, in connection therewith, wants to
broaden and enhance its financial network. 

        The Consultant acted as the Representative of the several Underwriters
and Managing Underwriter in connection with the IPO and wishes to aid the
Company in broadening and enhancing its financial network.

        NOW, THEREFORE, it is agreed as follows:

1.  Engagement.

        The Company hereby agrees to engage Consultant and Consultant agrees to
accept such engagement to serve the Company as its Financial Consultant.

2.  Term.

        The term of this Agreement shall commence as of the closing date of
this IPO (the "Closing Date") and shall continue for a period of two (2) years
thereafter.

3.  Services.

        The Consultant shall exert its best efforts (I) to aid the Company in
securing any additional financing, as required, on the best terms possible as
well as (ii) to bring to the attention of the Company possible acquisition
candidates.

4.  Consulting Fee.

        The Company shall pay the Consultant the sum of twelve thousand five
hundred ($12,500.00) dollars per annum, for each of the two (2) years of the
term, payable twenty-five thousand ($25,000) dollars in advance on the Closing
Date.


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5.  Termination.

        The Company may terminate this Agreement by thirty (30) days written
notice to Consultant, prior to the end of the term only for cause.  For
purposes of this Agreement, cause shall mean gross negligence and/or willful
malfeasance.

6.  Notices.

        All notices and other communications provided for by this Agreement
shall be in writing and shall be deemed to have been given when mailed by
certified or registered mail, to the address of the parties as set forth above
or to such changed address as the party may have fixed by notice.

7.  Successors and Assigns.

        This Agreement shall inure to the benefit of and be binding upon the
Company, its successors and assigns, including without limitation, any
corporation which may acquire all or substantially all of the Company's assets
and business or into which the Company may be consolidated or merged and the
Consultant and its successors and assigns.

8.  Applicable Law.

        This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

        IN WITNESS WHEREOF the parties have executed this Agreement as of the
date set forth above.


                                                  CONSULTANT
SURREY, INC.                                      STUART, COLEMAN & CO., INC.
By:_____________________________                  By:__________________________
     John van der Hagen                                Stuart J. Voisin
     Chief Executive Officer                           Chairman of the Board