Consulting Agreement

                              CONSULTING AGREEMENT



         This Consulting Agreement (the "Agreement") is made as of December 16,

1999, by and between OmniComm Systems, Inc., a Delaware corporation (hereinafter

referred to as "Company"), and Cees Wit and/or Guus van Kesteren (hereinafter

collectively referred to as "Consultant").



                                    RECITALS:



         Whereas, the Company is in the business of developing and implementing

a web-based application for the remote collection, compilation, and management

of clinical trial data and clinical trials ("TrialMasterTM"); and



         Whereas, the Consultant has certain expertise in and has established

relationships with companies and institutions involved in conducting clinical

trials; and



         Whereas, the Company desires to retain the Consultant, and Consultant

desires to be retained by the Company, upon the following terms and conditions.



         Now Therefore, in consideration of the mutual promises and conditions

contained herein, the parties agree to be legally bound as follows:



         1. Status of Consultant. The Consultant for purposes of this Agreement

shall be considered an independent consultant. The Company is not responsible

for withholding, and shall not withhold, FICA or taxes of any kind from any

payments that it owes the Consultant. The Consultant shall not be entitled to

receive any benefits which employees of the Company are entitled to receive and

shall not be entitled to workers' compensation, unemployment compensation,

medical insurance, life insurance, paid vacations, paid holidays, pension,

profit sharing, or Social Security on account of their work for the Company.



         2. Nature of Consultancy. Consultant shall assist the Company in the

marketing and promotion of TrialMasterTM and shall use his relationships within

the medical device and drug industry to develop sales leads and introductions.

Any introductions developed by Consultant shall be at the level of Director of

Clinical Research, or equivalent position, or at a level immediately below that

position.



         3. Efforts of Consultant. While acting as a consultant for the Company,

the Consultant shall devote his best efforts and skill to the performance of his

duties as a Consultant to the Company.



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         4. Notification. The Consultant shall notify the Company in writing of

any individuals, companies or institutions that the Consultant has contacted

concerning the TrialMaster(TM) system ("Notified Party"). The written

notification shall contain the name of the company or institution, person

contacted, and a general description of the company's or institution's core

business. Compensation shall be owed only for transactions involving a Notified

Party. If a meeting between the Company and the Notified Party does not take

place within one hundred and twenty (120) days of the Company being notified of

the existence of the Notified Party the individual and company shall cease to be

a Notified Party for all purposes including compensation. The initial Notified

Parties are attached hereto as Exhibit A as if incorporated herein.



         5. Compensation. The Consultant shall be paid a commission set forth

below based on the net invoice price of all products and services sold to a

Notified Party. In the event there is recurring revenue from a Notified Party,

the commission paid shall be recalculated as follows:



     (a) 1st Year: 20%

     (b) 2nd Year: 10%

     (c) 3rd Year: 8%

     (d) 4th Year: 7.5%

     (e) 5th Year:  5%



At the conclusion of the fourth year no further compensation will be due or

owing. Payment shall be due and paid within fifteen (15) days of the end of the

calendar quarter. The Company may, in its sole and absolute discretion, remit

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