Exhibit 10.4 Investment Capital Corporation 7373 E. Doubletree Ranch Road, Suite 200 Scottsdale, AZ 85258 (480) 767-7178 Fax: (480) 767-6179 From the Desk of ... Terry W. Neild January 18, 2000 Rick Grewell Isis Corporation 2600 - 72nd Street Suite C Des Moines, IA 50322 Dear Rick: Proposed new structure of Ises Corporation ---------------------------------- It was indeed a pleasure meeting you and all your guys a few days ago. We get offered a lot of deals as you can imagine, but few have the quality of bright idea's that you have. As explained in our meeting, we only invest in business's that we can take public. That is our exit strategy. However, we will get you to the position where you will be at the next level to do a much larger financing, possibly in the Twenty Million Dollar range. We will provide you initially with Five Hundred Thousand Dollars ($500,000), and commit to a further $1,500,000 bringing you a total of Two Million Dollars ($2,000,000). For this investment we will end up with approximately 26-27% of your Company. If this is acceptable I will advance $50,000 personally (to be sent to your office by FedEx) today. If you wish to proceed, please sign below and let's get this process started. ISES AND INVESTMENT CAPITAL CORP. Regards, AGREE THAT THE INITIAL $50,000 Investment Capital Corporation ADVANCE SHOULD BE CONSIDERED /s/ A LOAN UNTIL BOTH PARTIES AGREE Terry W. Neild ON MUTUALLY ACCEPTABLE FINAL TERMS. Accepted on the 20 day of January, 2000 by: /s/ Rick Grewell, President Ises Corporation Investment Capital Corporation 7373 E. Doubletree Ranch Road, Suite 200 Scottsdale, AZ 85258 (480) 767-7178 Fax: (480) 767-6179 From the Desk of ... Terry W. Neild February 9, 2000 Isis Corporation 2600 - 72nd Street Suite C Des Moines, IA 50322 Attention: Rick Grewell Dear Rick: White Rock Enterprises Ltd. & Ises Corporation This will confirm our agreement, that for the percentage ownership in the merged Company, our Group will initially fund Seven Hundred Fifty Thousand Dollars ($750,000.00), and then over the next three to four months fund a further One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) for a total investment of Two Million Dollars ($2,000,000.00). We look forward to creating a very successful Ises Corporation and growing with it. I know you will have plenty of news forthcoming, which is required to keep the Public market's informed and happy. At some point soon you will have to decide on a name change that makes sense for your business. Yours truly, Investment Capital Corporation Pursuit Capital, L.L.C. /S/ /S/ Terry W. Neild Lance Mullins President & C.E.O. President Investment Capital Corporation 7373 E. Doubletree Ranch Road, Suite 200 Scottsdale, AZ 85258 (480) 767-7178 Fax: (480) 767-6179 From the Desk of ... Terry W. Neild February 10, 2000 Isis Corporation 2600 - 72nd Street, Suite C Des Moines, IA 50322 Attention: Rick Grewell Dear Rick: White Rock Enterprises Ltd. & Ises Corporation As discussed this morning, our Group, namely Pursuit Capital, L.L.C. and Regency Group Limited will arrange for funding of an initial Seven Hundred Fifty Thousand Dollars $750,000.00, which we expect to be completed within three weeks at the latest. $500,000.00 will come upon signing of the merger agreement. We will fund an additional One Million Two Hundred Fifty Thousand Dollars ($1,250,000) no later than six months (6) from the date of the merger agreement. 1.) Shareholder calls will be monitored by Pursuit Capital and affiliates hired by Pursuit Capital; 2.) Our Group to provide media programs, magazines, newspaper, etc. in relation to financial media; 3.) Ises will be responsible for hiring Business Wire, to do press releases; 4.) All press releases will be reviewed by Pursuit Capital LLC before dissemination. Pursuit Capital will not prepare any press releases, and nothing will be released to the Public without the express consent of Ises Corporation management. Yours truly, Pursuit Capital, L.L.C. Investment Capital Corporation /S/ /S/ Lance Mullins Terry W. Neild (for Regency Group Limited) President President & C.E.O.