SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement (this "AGREEMENT") is entered
into as of April 30, 1997 between Innovative Information Group, Inc. ("IIG"),
with its corporate office at 6481 Oneida Court, Sun Valley, Nevada
89433-6654, and SelectTech, with its principal office at 595 Market Street,
6th Floor, San Francisco, California 94105.

RECITALS

A. IIG engages in research, development and consulting activities in
the field of software engineering;

B. SelectTech engages in the development of software products for
the management and transmission of data in the insurance industry; and

C. SelectTech has ongoing research, development and software
engineering projects for which it would like IIG to provide software
consulting services (the "PROJECTS"; each a "PROJECT"), which are or shall be
described in Exhibit A, as attached hereto and as amended by the parties from
time to time.

AGREEMENT

The parties agree as follows:

1. DEFINITIONS. As used herein:

(a) The term "SOFTWARE" shall mean the results and products (interim
and/or final) of the consulting services performed by IIG, its employees or
representatives, for SelectTech, whether pursuant to this Agreement or
otherwise, whether tangible or intangible, including, without limitation,
each and every invention, discovery, formula, trade secret, software program
(including without limitation, object source code, flow charts, algorithms
and related documentation), listing, routine, manual, specification,
technique, product, concept, know-how, or similar property, whether or not
patentable or copyrightable and whether or not embodied in any products, that
are made, developed, perfected, designed, conceived or first reduced to
practice by IIG, either solely or jointly with others, in the course and
scope of the consulting services performed under this Agreement or otherwise,
including all of the above that has come into being prior to the date of this
Agreement.

(b) The term "CONFIDENTIAL INFORMATION" shall mean all information
developed by or disclosed or made available to IIG, its employees or
representatives, whether in connection with this Agreement or prior to the
date of this Agreement, which SelectTech protects against unrestricted
disclosure to others and information which is developed by or for IIG
specifically for SelectTech under this Agreement, including all Proprietary
Information.

(c) The term "PROPRIETARY INFORMATION" shall refer to any and all
information or material of a confidential, proprietary or secret nature which
is or may be applicable to, or related in any way to: (i) the past, present
or future business of SelectTech or of any corporation in control of
SelectTech (a "PARENT") or any majority-owned subsidiary (a "SUBSIDIARY") of
SelectTech; (ii) the research and development or investigations of SelectTech
or any Parent or any Subsidiary; or (iii) the business of any client,
supplier or customer of SelectTech or of any Parent or Subsidiary.
Proprietary Information shall include, without limitation, trade secrets,
processes, formulas, data, know-how, improvements, inventions and techniques
relating to the Projects and information pertaining to customer lists,
marketing plans and strategies, personnel directories and files and
information concerning customers or vendors of SelectTech or any Parent or
Subsidiary.

2. ENGAGEMENT AND PERFORMANCE OF SERVICES.

(a) ENGAGEMENT. SelectTech hereby engages IIG to perform software
engineering consulting services (the "SERVICES") in accordance with the terms
and conditions of this Agreement. This Agreement will govern all services
performed by IIG for SelectTech, whether or not such services are Services as
defined in this Agreement.

(b) IDENTIFICATION OF PROJECTS AND SERVICES. EXHIBIT A contains a
description of the Projects for which IIG initially may perform Services
under this Agreement. In addition, SelectTech may request specific consulting
services from IIG for individual tasks relative to these projects or for
tasks which are not related to any specific project. SelectTech may also
request that IIG participate in or undertake other Projects. Project work or
specific consulting services will be done by providing IIG with a detailed
project specification and Project/Work Approval Form that has been signed by
an authorized representative of SelectTech. The Project/ Work Approval Forms
and the list of those who are authorized to approve projects are set forth as
Exhibit B (the "PROJECT/WORK APPROVAL FORM"). IIG may accept or decline each
additional Project or assignment at its discretion. Compensation for
additional Projects shall be on the terms set forth in Section 3, unless the
parties agree otherwise.

(c) PERFORMANCE STANDARDS. IIG shall perform the Services in
accordance with the specifications and project timetables and under the
direction of the SelectTech Project Manager. The SelectTech Project Manger
will be responsible for assigning tasks for each Project and will be the
ultimate evaluator of performance by a contract resource. Performance will be
governed by the terms and conditions set forth in Exhibit C.

(d) DELIVERY. IIG or its designates will deliver all interim and
final software products, including source code and other related materials
developed under this Agreement (the "SOFTWARE"), by ensuring that all current
and active project sources and materials are available from the Source Code
Repository Site (Star Team) on no less than a weekly basis. When the Source
Code Repository Site (Star Team) is not available, source code may also be
delivered to SelectTech or its designees in a standard medium (disk, Zip
Disk, CD, etc.).

(e) ACCESS SECURITY. IIG will comply with SelectTech's security
procedures for control and management of source code or proprietary
information and access to SelectTech's installation sites and computer
equipment, as set forth in Exhibit D, but shall not be responsible for any
delays resulting from delays in obtaining access.

(f) SUBCONTRACTING. With SelectTech's consent, IIG may subcontract
all or part of the Services to be performed by IIG for SelectTech, provided
that all such subcontractors must agree to and abide by terms and conditions
substantially similar to those contained in this Agreement. Further, IIG
shall require all such subcontractors to agree that all of the work they
perform for IIG shall be owned by SelectTech in accordance with the
provisions of Section 6.

3. PAYMENT.

(a) COMPENSATION FOR SERVICES; PAYMENT. IIG will be paid for the
Services on an hourly-rate basis, as specified in Exhibit E and any
Project/Work Approval Form. Hourly and other charges regarding a specific
Project may be changed by agreement of the parties upon 30 days notice. IIG
will submit invoices for Services performed on a monthly basis, within 10
days of the end of each month. SelectTech will pay the amounts invoiced
within 15 days of receipt of the invoice. In no event will SelectTech be
obligated to pay IIG for any Services not specifically identified in Exhibit
A or a Project/Work Approval Form.

(b) REIMBURSEMENT OF EXPENSES. SelectTech will not be obligated to
pay to IIG the amounts of any expenses incurred in connection with the
Services or otherwise unless such expenses are approved by SelectTech in
advance. IIG shall report such agreed-upon expenses separately on an IIG
invoice to SelectTech.

(c) PURCHASES OF HARDWARE AND SOFTWARE. SelectTech may request that
IIG purchase specific hardware or software necessary to perform the Services
under this Agreement. The cost of such purchase will be agreed upon in
advance by SelectTech and reported separately on an IIG invoice to
SelectTech. SelectTech will reimburse IIG the agreed-upon cost of any such
purchase.

4. TERM AND TERMINATION. This Agreement will continue in effect
until terminated by either party in writing; provided that such termination
will be effective on the last day of the sixth full calendar month following
the date on which the terminating party gives the other party written notice
of its intent to terminate this Agreement. If termination is initiated by
IIG, IIG will continue to perform the Services under this Agreement until the
date of the effectiveness of the termination.

5. WARRANTIES. IIG warrants to SelectTech as follows:

(a) IIG will provide highly skilled programming staff which is
experienced in programming for the Microsoft Windows operating systems and
major Database Management systems using different programming languages, and
possesses the additional expertise needed to perform the Services. IIG
acknowledges that SelectTech is relying upon the skill and expertise of IIG
for the performance of the Services.

(b) The Software will be of original development by IIG and will not
infringe upon or violate any patent, copyright, trade secret or other
property right of any third party. Third-party software will not be
incorporated in the Software without SelectTech's prior written consent. If
SelectTech so consents, it shall be SelectTech's responsibility to secure any
necessary licenses for such third-party software.

(c) IIG will use its best efforts to make such additions,
modifications or adjustments to the Software as may be necessary to correct
in the shortest possible time any problems or defects in the Software or
related documentation discovered by IIG or reported to IIG by SelectTech.
This warranty shall be null and void in the event that SelectTech modifies
any part of the Software without the prior approval of IIG. IIG disclaims any
warranties of merchantability and fitness for a particular purpose.

6. PROPERTY RIGHTS. All right, title and interest in and to the
Software, and all products derived from the Software, shall at all times be
and remain the sole and exclusive property of SelectTech. The Software and
all products developed by or for IIG for SelectTech or derived therefrom, in
the past or under this Agreement, shall be deemed to be works made for hire.
Any patents, trademarks, copyrights or other intellectual property rights
that may arise in connection with any products developed by or for IIG for
SelectTech or derived therefrom, in the past or under this Agreement, and all
of the Software, shall be in the name of, and, if necessary, will be assigned
by or for IIG and its employees and contractors to, SelectTech. SelectTech
shall own all Proprietary Information related to all of the Projects, and all
Proprietary Information created by or for IIG for or on behalf of SelectTech
prior to the effective date hereof.

(a) IIG agrees to disclose promptly to SelectTech any and all
Software and Proprietary Information, whether or not patentable and whether
or not reduced to practice, conceived or learned by IIG, its employees,
contractors and other agents, either alone or jointly with others, which
relate in any manner to the past, present or anticipated business, work,
research or investigations of IIG on behalf of SelectTech or any Parent or
Subsidiary.

(b) IIG further agrees to assist SelectTech in every way (at
SelectTech's expense) to obtain and, from time to time, enforce patents on
and other intellectual property rights in the Software in any and all
countries. To that end, by way of illustration, but not limitation, IIG shall
cause its employees, contractors and other agents to testify in any suit or
other proceeding involving any of the Software, execute all documents which
SelectTech reasonably determines to be necessary or convenient for use in
applying for and obtaining patents thereon and enforcing the same, and
execute all necessary assignments thereof to SelectTech or persons designated
by it. IIG's obligation to assist SelectTech in obtaining and enforcing
patents for the Software in any and all countries shall continue beyond the
termination of this Agreement.

(c) The parties acknowledge that all Software developed by or for
IIG in connection with each Project is being created at the instance of
SelectTech, and further agree that such Software shall be deemed a work made
for hire under the United States copyright laws and that SelectTech shall
have the unlimited right to supervise and control IIG and to direct IIG as to
all aspects of the creation of such software. SelectTech may alter such
Software, add to it, or combine it with any other work or works, in its sole
discretion. All original materials submitted by IIG to SelectTech as part of
the Software or as part of the process of creating the Software, including,
but not limited to, source code, object code, listings, printouts,
documentation, notes, flow charts and programming aides, shall be the
property of SelectTech, whether or not SelectTech uses such material. No
rights in any of the foregoing are reserved to IIG. In the event that any
such Software is determined by a court of competent jurisdiction not to be a
work made for hire under the United States copyright laws, this Agreement
shall operate as an irrevocable assignment of all original materials produced
by IIG for SelectTech under this Agreement and of all copyrights of every
kind in such materials for the entire duration of the copyrights. No rights
are reserved to IIG under this assignment. The parties agree that this

assignment and any acts of SelectTech undertaken for the purpose of securing,
maintaining, or preserving the copyright in such software pursuant to this
assignment, including recordation of this Agreement with the United States
Copyright Office, are only precautionary and shall not be considered in
determining the character of the software. IIG further agrees to forebear
from asserting all moral rights or comparable rights that IIG may have in
such materials, including without limitation, any right to prevent
modification of the materials, any rights to receive attribution of
authorship, or any right to control the materials.

(d) IIG agrees to keep and maintain adequate and current records of
all Software and Proprietary Information made, conceived, developed or
perfected relating to the Projects, and that such records shall be available
to, and remain the sole property of, SelectTech at all times.

7. PROTECTION OF CONFIDENTIAL INFORMATION.

(a) CONFIDENTIALITY. IIG agrees with respect to any Confidential
Information developed by or disclosed to it hereunder:

(i) to use such Confidential Information only for the
purposes contemplated by this Agreement;

(ii) to use the same methods and degree of care to prevent
disclosure of such Confidential Information as it uses to prevent disclosure
of its own proprietary and confidential information, including marking all
confidential information in written or tangible form as "Confidential" and
reducing all confidential oral communications to writing and so marking each
such writing; and

(iii) to return any Confidential Information in tangible
form to SelectTech at the request of SelectTech and to retain no copies or
reproductions thereof.

(b) LIMITATIONS. IIG shall not be obligated to treat information as
Confidential Information if such information:

(i) is or becomes public knowledge without the
fault of IIG; or

(ii) is or becomes rightfully available to IIG without
confidential restriction from, or pursuant to a distinct development contract
with, a source not under SelectTech's control; or

(iii) is independently developed by IIG without use of the
Confidential Information developed by or disclosed to IIG hereunder;
provided, however, that the burden of proof of such independent development
shall be upon IIG; or

(iv) is disclosed pursuant to court or government action;
provided, however, that IIG gives SelectTech reasonable prior notice of
disclosure pursuant to such court or government action.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT,
WHETHER OR NOT SUCH PARTY IS ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.

9. NON-HIRE. Neither party, nor any of their successors and
assignees, will hire or enter into any contract with an employee or agent of
the other party without the prior consent of the other party. This provision
will remain in effect for one (1) year after the cancellation date of this
Agreement.

10. ASSIGNMENT. This Agreement shall bind and inure to the benefit
of the parties' respective successors and assigns.

11. MISCELLANEOUS PROVISIONS.

(a) GOVERNING LAW. This Agreement shall be governed by and construed
under the laws of the State of California without regard to conflict of laws
principles. In any action or proceeding to enforce rights under this
Agreement, the prevailing party shall be entitled to recover costs and
attorneys' fees.

(b) NOTICES. All notices under this Agreement shall be in writing
and delivered personally or by facsimile, commercial overnight courier, or
certified or registered mail, return receipt requested, to a party at its
respective address set forth below:

SelectTech:
SelectTech
595 Market St., 6th Floor
San Francisco, California 94105

IIG:
Innovative Information Group, Inc.
6481 Oneida Court,
Sun Valley, Nevada 89433-6654

(c) ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
and understanding of the parties relating to the subject matter herein and
merges and supersedes all prior discussions between them. No modification of
or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the party against
whom it is to be enforced. Nothing express or implied in this Agreement is
intended to confer, nor shall anything herein confer, upon any person other
than the parties and the respective successors or permitted assigns of the
parties, any rights, remedies, obligations or liabilities whatsoever.

(d) SEVERABILITY. If the application of any provision or provisions
of this Agreement to any particular facts or circumstances shall be held to
be invalid or unenforceable by any court of competent jurisdiction, then: (i)
the validity and enforceability of such provision or provisions as applied to
any other particular facts or circumstances and the validity of other
provisions of this Agreement shall not in any way be affected or impaired
thereby; and (ii) such provision or provisions shall be reformed without
further action by the parties hereto and only to the extent

necessary to make such provision or provisions valid and enforceable when
applied to such particular facts and circumstances.

(e) INDEPENDENT CONTRACTORS. The parties are independent
contractors, and nothing in this Agreement shall be construed to create a
joint venture or partnership.

(f) FORCE MAJEURE. A party will not be deemed to have materially
breached this Agreement to the extent that performance of its obligations or
attempts to cure any breach are delayed or prevented by reason of an act of
God, fire, natural disaster, accident, act of government, shortage of
equipment, materials or supplies beyond the reasonable control of such party,
or any other cause beyond the reasonable control of that party (a "FORCE
MAJEURE EVENT"); provided that the party whose performance is delayed or
prevented promptly notifies the other party of the nature and duration of the
force majeure event.

(g) COMPLIANCE WITH LAWS. Each party shall comply with all laws and
regulations applicable to it.

(h) DISPUTES AND REMEDIES. The parties agree to use their best
efforts to resolve any dispute that may arise under the Agreement through
good faith negotiations. No party shall commence any arbitration or
litigation in relation to this Agreement unless it has first invited the
chief executive or other responsible executive officer of the other party to
meet with its own chief executive or other responsible executive officer for
the purpose of endeavoring to resolve the dispute on mutually acceptable
terms.

Any dispute arising under the Agreement that cannot be settled by
negotiation between the parties shall be submitted to arbitration under the
rules of the [American Arbitration Association]. The decision of the
arbitrator shall be final. The parties shall continue to perform their
obligations under the Agreement as far as possible as if no dispute had
arisen pending the final settlement of any matter referred to arbitration.

Nothing in this clause shall preclude either party from taking steps
to seek immediate equitable relief before any court of competent
jurisdiction, if required.

(i) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one and the same
instrument. For purposes hereof, a facsimile copy of this Agreement,
including the signature pages hereto, shall be deemed to be an original.

* * *

IN WITNESS WHEREOF, the parties have executed and delivered this
Software Development Agreement as of the date first set forth above.

SELECTTECH INNOVATIVE INFORMATION GROUP, INC.

- ----------------------------- ----------------------------
Charan Singh Steven H. Gerber
Chairman President

EXHIBIT A

INITIAL PROJECTS

1. AIM ACCS - AIM CENTRAL COMMUNICATION SERVER - THIS SOFTWARE PROJECT WILL
PROVIDE A MECHANISM TO MOVE DATA BETWEEN ANY NUMBER OF SITES USING AN
INSURANCE DATA WORKFLOW MODEL. THE SELECTTECH PROJECT MANAGERS WILL PROVIDE
THE CONSULTING PROGRAMMING STAFF ADDITIONAL PRODUCT DESCRIPTIONS AND ITEMS
THAT WOULD COMPOSE A SPECIFICATION ON AN AS NEEDED BASIS.

2. AIM QV - QUICKVIEW - THIS PRODUCT WILL BE A REPLACEMENT FOR MULTIDATA
ACCESS. THIS PRODUCT WILL MOVE PENDING DATA, COMMISSION DATA, INFORCE
DATA, POLICIES, ELECTRONIC APPLICATIONS AND OTHER INFORMATION, FROM A
CREATING SITE (PRIMARILY INSURANCE CARRIER FOR ALL EXCEPT THE ELECTRONIC
APPLICATION) TO ANY NUMBER OF OTHER SITES. THE MOVEMENT OF DATA WILL BE
MANAGED AND CONTROLLED BY THE ACCS. WITHIN THIS PROJECT THERE WILL BE
THREE FORMS OF THE QUICKVIEW SYSTEM. THESE ARE AGENCY QV, CARRIER QV AND
WEB QV. THE SELECTTECH PROJECT MANAGERS WILL PROVIDE THE CONSULTING
PROGRAMMING STAFF ADDITIONAL PRODUCT DESCRIPTIONS AND ITEMS THAT WOULD
COMPOSE A SPECIFICATION ON AN AS NEEDED BASIS.

3. AIM GA - GENERAL AGENCY SYSTEM - THE AIM GENERAL AGENCY SYSTEM WILL BE
BUILT TO BE A REPLACEMENT FOR THE MULTIDATA AMS SYSTEM. THIS SYSTEM WILL
RETAIN ALL THE FUNCTIONALITY OF THE AMS SYSTEM PLUS HAVE THE FEATURE
ADVANTAGES OF BUILDING THIS SYSTEM IN THE WINDOWS OPERATING ENVIRONMENT.
THE SELECTTECH PROJECT MANAGERS WILL PROVIDE THE CONSULTING PROGRAMMING
STAFF ADDITIONAL PRODUCT DESCRIPTIONS AND ITEMS THAT WOULD COMPOSE A
SPECIFICATION ON AN AS NEEDED BASIS.

4. AIM ITS - INSURANCE TELE-INTERVIEW SYSTEM -AIM ITS WILL BE A UNIQUE SYSTEM
THAT IS DESIGNED FOR CONDUCTING PART 1 AND PART 2 INSURANCE INTERVIEWS
THOUGHT A TELEMARKETING SERVICE. THE SELECTTECH PROJECT MANAGERS WILL
PROVIDE THE CONSULTING PROGRAMMING STAFF ADDITIONAL PRODUCT DESCRIPTIONS
AND ITEMS THAT WOULD COMPOSE A SPECIFICATION ON AN AS NEEDED BASIS.

5. AIM DMS - DIRECT MARKETING SYSTEM -AIM DMS IS A SYSTEM DESIGNED TO BE A
PLATFORM FROM WHICH TO CONDUCT TELEPHONE BASED SALES AND MARKETING OF
INSURANCE. THIS PRODUCT IS BASED ON EXISTING SELECTTECH DESIGNS. THE
SELECTTECH PROJECT MANAGERS WILL PROVIDE THE CONSULTING PROGRAMMING STAFF
ADDITIONAL PRODUCT DESCRIPTIONS AND ITEMS THAT WOULD COMPOSE A
SPECIFICATION ON AN AS NEEDED BASIS.

6. GENERAL WORK - IN ADDITION TO THE PROJECTS DESCRIBED ABOVE, IIG WILL ALSO
BE REQUESTED TO PROVIDE ADDITIONAL PROGRAMMING AND CONSULTING SERVICES FOR
THE CREATING OF UTILITIES AND OTHER PRODUCTS NECESSARY TO SUPPORT THE
AIMSUITE OF SOFTWARE PROJECTS. IN EACH CASE, A SELECTTECH PROJECT MANAGER
WILL PROVIDE THE CONSULTING PROGRAMMING STAFF ADDITIONAL PRODUCT
DESCRIPTIONS AND ITEMS THAT WOULD COMPOSE A SPECIFICATION ON AN AS NEEDED
BASIS.

EXHIBIT B
PROJECT AND WORK APPROVAL FORM

- ------------------------------------------------------- -----------------------------------------------------
DATE: REQUESTOR:

- ------------------------------------------------------- -----------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
CHANGE REQUEST BY: DEPARTMENT:

- ------------------------------------------------------- -----------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
PROJECT/TASK NAME:

- -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
CHANGE IMPACT:

LOW / / NORMAL / / HIGH / /

- ------------------------------------------------------- -----------------------------------------------------

DESCRIPTION OF PROJECT/WORK:

- -------------------------------------------------------------------------------------------------------------
PRODUCT / / SYSTEM SOFTWARE / / DATABASE / / OTHER / /

- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------

REASON FOR PROJECT/WORK:

- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------- -----------------------------------------------------
EXPECTED START DATE: EXPECTED COMPLETION DATE:

- ------------------------------------------------------- -----------------------------------------------------

TYPE OF STAFF REQUIRED (TYPE/HOW MANY)

- ------------------------------------------------------- -----------------------------------------------------

- -------------------------------------------------------------------------------- ----------------------------
ACCOUNTING APPROVAL: DATE:

- -------------------------------------------------------------------------------- ----------------------------

- -------------------------------------------------------------------------------- ----------------------------
MANAGEMENT APPROVAL: DATE:

- -------------------------------------------------------------------------------- ----------------------------

MANAGEMENT APPROVAL DESIGNEES

1. MICHAEL L. FEROAH - EXECUTIVE VICE PRESIDENT

2. HERNAN E. REYES - VICE PRESIDENT OF OPERATIONS

3. STEVEN H. GERBER - PRESIDENT

EXHIBIT C

PERFORMANCE TERMS AND CONDITIONS

By 10th day of each month, IIG shall prepare and e-mail to
SelectTech or its designee, the list of dedicated resources - managers,
programmers, designers, technical writes and other specialists - available
for SelectTech in the next three (3) months. The schedule of available
specialists shall to be sent by IIG for on-site support of installations and
integration. By the 20th day of the month, SelectTech shall review and e-mail
to IIG the schedule with necessary corrections in quantity of resources and
their assignments. If SelectTech does not provide any comments, the original
IIG's list will be deemed accepted.

If SelectTech requires more resources than IIG has proposed,
SelectTech shall specify the skills of necessary specialists and IIG shall
use best efforts to find, hire and train them. [SelectTech guarantees the use
of new hired specialists during at least six (6) months.]

If SelectTech overestimates necessary resources and does not provide
workload for them, IIG will charge SelectTech for these resources as if they
had been fully utilized.

Both parties will use best efforts to resolve resource problem in
shorter than the three (3) month notification term provided above in the case
of urgent need.

2) IIG will provide on-site specialists based on the following conditions:

- SelectTech will cover expenses on round-trip transportation to
the USA, per-diems, visa fees and any reasonable expenses. These
expenses will be invoiced separately.

- IIG will buy travel medical insurance for technical resources while
these resources are traveling in the US on assignment for
SelectTech or its assignees. Medical expenses during assignments in
the US will be billed to SelectTech with supporting documentation,
and SelectTech will pay up to $100 per month for medical insurance.

- SelectTech will cover expenses for accommodations in the USA,
transportation within the USA and telephone charges which are not
to exceed an agreed upon amount.

- SelectTech will provide accommodations, assuring that the residence
is in a safe place as determined by reasonable standards, with a
separate room for each specialist and access to an equipped kitchen
whenever possible.

- Should it be determined that the planned stay of any IIG specialist
be extended for business purposes, SelectTech will be responsible
for reasonable additional expenses which may occur as a result of
the extension.

- SelectTech will provide one free day and rental car with insurance,
if requested, one time per two (2) months for an on-site specialist
who has a valid drivers license and is legally able to drive in the
US. The on-site specialist will be responsible for gas and any
other costs associated with the rental (except rent and insurance
fees).

- SelectTech in no event may make any direct payments to IIG's
representatives visiting the USA, except as specified above.

EXHIBIT D

SECURITY PROCEDURES

EXHIBIT E

HOURLY RATES AND TERMS

Hourly rates for IIG's Specialists or services will be agreed to in
separate agreements.

1. IIG will provide SelectTech with Resource Tracking Sheets that
account for the tasks accomplished, hours worked, supervisor
sign-off and project assignment for each technical resource prior
to the acceptance of any invoicing by SelectTech.

2. For the purposes of this contract, a working month is considered
as 160 working hours. IIG will not charge SelectTech for IIG's
specialists on vacation or sickness.

3. Per Diems for IIG's representatives staying in the USA are fifty
($50) US dollars per each calendar day including any travel days
so long as those days are business related or travel to and from
sites. No Per Diem will be paid for personal vacations taken while
in the USA.

4. SelectTech will provide either a phone call or an allotment in
the amount of $100 per month which is to be used for each
specialist personal phone calls. SelectTech assumes no other
responsibility for personal phone charges and any amount spent
over the allotted amount is the responsibility of the
individual. Phone charges in excess of the allotted amount
which are not directly paid by the individual but charged to
SelectTech in any way, may be deducted from the amounts owed to
the individual in per diem or deducted from the amounts owed to
IIG. Should such charges occur, prior notice will be given to
IIG and a separate invoice presented.