<PAGE>   1
                                                                    Exhibit 10.7

                    MASTER AGREEMENT FOR CONSULTING SERVICES

Consultant:                               Agreement No.: PHX03/11/97-MC-1

          INTEGRATED INFORMATION SYSTEMS
          1130 East University Drive, Suite 105
          Tempe, AZ 85281                 Effective Date: Last date of signature

This Master Agreement for Consulting Services ("Agreement") is made and entered
into as of the Effective Date above, between American Express Travel Related
Services Company, Inc., having an office at American Express Tower, World
Financial Center, New York, NY 10285 ("Amexco"), and the Consultant specified
above.

1. SCOPE OF SERVICES - Consultant shall provide, under the provisions of this
Agreement, the services that are mutually agreed upon and described on
attachments to this Agreement, substantially in the form of the attached Exhibit
1 ("Schedule"). Each Schedule shall be effective, incorporated into and form a
part of this Agreement when duly executed by both parties. If there is a
conflict between this Agreement and any Schedule, the terms of the Schedule will
govern the provision of the services involved.

2. SCHEDULES - Both time and materials and fixed price Schedules may be entered
into hereunder. Schedules should be numbered for identification and must include
a complete description of services to be performed, deliverables or other
materials to be produced, the schedule for completion of each of the foregoing,
the applicable fixed price or time and materials charges, and any additional
terms the parties mutually agree to include. Amexco, its parent, subsidiaries
and affiliated companies (each, an "Amexco Entity") may enter into Schedules
with Consultant and for purposes of any such Schedule shall be considered
"Amexco" as that term is used herein.

3. WORK POLICY/PERSONNEL - For each Schedule, each party will designate a
Project Manager to serve as the main contact between them. The scope and
specific conduct of Consultant's services, consistent with the Schedule, must be
coordinated with Amexco's Project Manager at all times. Consultant will use its
best efforts to ensure the continuity of Consultant's employees assigned to
perform services under any Schedule. There will be no charge to Amexco for any
replacement personnel assigned by Consultant until Amexco and Consultant agree
that each such replacement has acquired the necessary orientation and background
to make a productive contribution.

On a periodic basis, as specified on the Schedule, Consultant will submit
written status reports describing its activities during the preceding period,
including: the current status of activities (with an explanatory narrative when
appropriate); resources used since the last report, with a cumulative total to
date; and identification of any problems and actions taken to resolve them.
Upon request, Consultant will meet with Amexco management to


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review the status of Consultant's activities.

Consultant personnel will observe and comply with Amexco's security procedures,
rules, regulations, policies, working hours and holiday schedules. Consultant
will use its best efforts to minimize any disruption to Amexco's normal business
operations at all times.

Amexco will only provide working space, resources and materials if specified on
the Schedule. If any Consultant employee performing services is found to be
unacceptable to Amexco for any reason, Amexco shall notify Consultant and
Consultant shall immediately take appropriate corrective action. Amexco shall be
the sole judge as to performance capability hereunder. Unless otherwise agreed
to in writing, neither party will hire or solicit the employment of the other
party's personnel during the term of each Schedule and for a period of six (6)
months thereafter.

Consultant agrees and represents that it is an independent contractor and its
personnel are not Amexco's agents or employees for federal tax purposes or any
other purposes whatsoever, and are not entitled to any Amexco employee benefits.
Consultant assumes sole and full responsibility for their acts and Consultant
and its personnel have no authority to make commitments or enter into contracts
on behalf of, bind or otherwise obligate Amexco in any manner whatsoever.
Consultant, and not Amexco, is solely responsible for the compensation of
personnel assigned to perform services hereunder, and payment of worker's
compensation, disability and other income and other similar benefits,
unemployment and other similar insurance and for withholding income and other
taxes and social security.

4. ACCEPTANCE - Each deliverable shall be subject to a verification of
acceptability by Amexco to ensure that such deliverable satisfies Amexco's
requirements. Unless otherwise specified on the Schedule, the acceptability of
any deliverable shall be based on Amexco's satisfaction or non-satisfaction
with the deliverable, in Amexco's sole discretion. If any deliverable is not
acceptable, Amexco shall notify Consultant specifying its reasons in reasonable
detail, and Consultant will, at no additional cost, conform such deliverable to
Amexco's requirements. If, within thirty (30) days of such Amexco notification,
any deliverable is still not acceptable, Amexco may at any time thereafter, at
its option and without obligation or liability of any kind, terminate the
Schedule involved. When any deliverable is acceptable to Amexco, Amexco will
promptly notify Consultant in writing of its acceptance.

5. OWNERSHIP - Consultant shall promptly make a complete written disclosure to
Amexco of each invention, technique, device, discovery or procedure, whether
patentable or not (hereinafter referred to as a "Disclosed Subjected"),
conceived or first actually reduced to practice, solely or jointly by Consultant
and/or Amexco and/or their respective employees and agents, as a result of
services performed hereunder. As to each Disclosed Subject, Consultant shall
specifically point out the features or concepts that Consultant believes to be
new or different.


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Consultant acknowledges that Amexco shall have exclusive, unlimited ownership
rights to all works performed under each Schedule and all materials, information
and/or deliverables prepared hereunder or developed as a result of services
performed hereunder, both as individual items and/or a combination of components
and whether or not the Schedule is completed, including, without limitation, any
Disclosed Subject. All of the foregoing shall be deemed to be work made for hire
and made in the course of services rendered and shall belong exclusively to
Amexco, with Amexco having the sole right to obtain, hold and renew, in its own
name and/or for its own benefit, patents, copyrights, registrations and/or other
appropriate protection. To the extent that exclusive title and/or ownership
rights may not originally vest in Amexco as contemplated hereunder (e.g., may
not be deemed works made for hire), Consultant hereby agrees to irrevocably
assign, transfer and convey to Amexco all right, title and interest therein.
Consultant and its personnel shall give Amexco, and/or any Amexco designee, all
reasonable assistance and execute all documents necessary to assist and/or
enable Amexco to perfect, preserve, register and/or record its rights in any
such work, materials, information and/or deliverable. Consultant shall,
immediately upon request of Amexco, or upon the termination, cancellation or
expiration of each Schedule or this Agreement, turn over to Amexco all
materials, information and deliverables prepared or developed as a result of
this Agreement and/or any Schedule, and any Amexco documents or other materials
held by or on behalf of Consultant, together with all copies thereof.

Nothing herein shall be construed to restrict, impair or deprive Consultant of
any of its rights or proprietary interest in technology or products that existed
prior to and independent of the performance of services or provision of
materials under this Agreement or any Schedule.

6. CHARGES AND TERMS OF PAYMENT - The applicable fixed prices and/or time and
materials charges shall be specified on the Schedule. In no event shall any
charges exceed Consultant's applicable standard published rates. For services
performed on a time and materials basis any hours worked in excess of seven (7)
in any one day or on Saturdays, Sundays or holidays, shall be at no additional
cost unless specifically authorized in advance. Amexco also agrees to pay for
reasonable out-of-pocket costs and expenses required and actually incurred in
performing services, provided that Consultant has: (i) obtained Amexco's prior
written consent; (ii) detailed them on a form acceptable to Amexco and approved
them in accordance with Amexco's own expense policies; and (iii) submitted
supporting documentation satisfactory to Amexco.

Amexco will pay all taxes levied against or upon the services provided
hereunder, or arising out of this Agreement, exclusive, however, of taxes based
on Consultant's income, which shall be paid by Consultant. Amexco agrees to pay
directly any tax for which it is responsible or will reimburse Consultant upon
receipt of proof of payment.

Unless other payment terms are specified on the Schedule, Consultant shall
invoice Amexco: (i) upon Amexco's written acceptance of any deliverables,
products or work



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performed on a fixed price basis; or (ii) monthly in arrears, for services
provided on a time and materials basis and for out-of-pocket expenses. All
invoices, except for amounts disputed by Amexco, shall be payable within thirty
(30) days of receipt. Any disputed amounts shall not affect payment of
non-disputed charges and expenses.

Consultant will maintain complete and accurate accounting records in connection
with services performed and materials provided hereunder, in accordance with
generally accepted accounting principles, to substantiate its charges.
Consultant will provide Amexco access to such records for audit purposes for one
(1) year from the date of final payment under each Schedule.

7. WARRANTIES - Consultant warrants that: (i) it has the authority and the right
to enter into this Agreement and each Schedule, to perform services and provide
materials, information and deliverables hereunder, and that its obligations
hereunder are not in conflict with any other Consultant obligations; (ii) each
of its employees has the proper skill, training and background necessary to
accomplish their assigned tasks; (iii) all services will be performed in a
competent and professional manner, by qualified personnel and will conform to
Amexco's requirements hereunder, (iv) neither any deliverables, information, or
materials, nor the performance of any services by Consultant infringe upon or
violate the rights of any third party and Amexco shall receive free and clear
title to all works, materials, information and deliverables prepared and/or
developed in connection with this Agreement; (v) Amexco shall have the right to
use for its own purposes, any ideas, methods, techniques, materials and
information provided to or otherwise obtained by Amexco as a result of this
Agreement, without restriction, liability or obligation, except as may be
specified herein; and (vi) at the time of acceptance, each deliverable will
conform to its specifications and Amexco's requirements and that for ninety (90)
days following Amexco's acceptance, Consultant shall correct and repair, at no
cost to Amexco, any defect, malfunction or non-conformity that prevents such
deliverable from conforming and performing as warranted.

To the extent that Consultant licenses to and/or develops software for Amexco,
Consultant further warrants that: (i) the software has been tested and is fully
capable of providing accurate results using data having date ranges spanning the
twentieth (20th) and twenty first (21st) centuries (i.e., years 1980-2100).
Without limiting the generality of the foregoing, Consultant warrants that all
software licensed from and/or developed by Consultant shall (a) manage and
manipulate data involving all dates from the 20th and 21st centuries without
functional or data abnormality related to such dates; (b) manage and manipulate
data involving all dates from the 20th and 21st centuries without inaccurate
results related to such dates; (c) have user interfaces and data fields
formatted to distinguish between dates from the 20th and 21st centuries; and (d)
represent all data related to include indications of the millennium, century,
and decade as well as the actual year.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE ARE NO


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OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

8. GENERAL

TERM & TERMINATION: This Agreement shall commence as of the Effective Date and
shall continue in full force and effect thereafter unless and until terminated
as provided hereunder. Notwithstanding anything herein to the contrary, Amexco
may terminate this Agreement and/or any Schedule upon five (5) days' written
notice. Amexco agrees to pay Consultant for services performed up to the
effective date of termination, at the agreed upon rates. Notice of termination
of any Schedule shall not be considered notice of termination of this Agreement
unless specifically stated in the notice.

MATERIAL BREACH: Subject to the above termination language, in the event of any
material breach of this Agreement by one party, the other party may (reserving
cumulatively all other remedies and rights under this Agreement and in law and
in equity) terminate the Schedule(s) involved, in whole or in part, by giving
thirty (30) days' written notice thereof; provided, however, that any such
termination shall not be effective if the party in breach has cured the breach
of which it has been notified prior to the expiration of said thirty (30) days.

LIMITATION OF LIABILITY: In no event will either party be liable, one to the
other, for special, indirect, or consequential damages in connection with or
arising out of this Agreement.

INTELLECTUAL PROPERTY INFRINGEMENT: Consultant, at its own expense, will defend
and/or handle any claim or action against any Amexco Entity for actual or
alleged infringement of any patent, copyright, intellectual or industrial
property right or any other similar right (including, but not limited to,
misappropriation of trade secrets) based on any deliverables, information,
materials and/or any services furnished to or obtained by Amexco or the use
thereof by Amexco. Consultant agrees to give Amexco prompt written notice of any
threat, warning or notice of any such claim or action that could have an adverse
impact on Amexco's use or possession of same. Consultant shall have the right to
conduct the defense of any such claim or action and consistent with Amexco's
rights hereunder, all negotiations for its settlement; provided, however, that
Amexco may participate in such defense or negotiations to protect its interests.
Consultant further agrees to indemnify and hold each Amexco Entity harmless from
and against any and all liabilities, losses, damages, costs and expenses
(including reasonable attorneys' fees) associated with any such claim or action.

CONFIDENTIAL INFORMATION: Consultant agrees to regard and preserve as
confidential all information related to the business and activities of the
Amexco Entities, their clients, suppliers and other entities with whom the
Amexco Entities do business, that may be obtained by Consultant from any source
or may be developed as a result of this


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Agreement. Consultant agrees to hold such information in trust and confidence
for Amexco and not to disclose such information to any person, firm or
enterprise, or use (directly or indirectly) any such information for its own
benefit or the benefit of any other party, unless authorized by Amexco in
writing, and even then, to limit access to and disclosure of such confidential
information to Consultant's employees on a "need to know" basis only.
Information shall not be considered confidential to the extent, but only to the
extent, that such information is: (i) already known free of any restriction at
the time it is obtained; (ii) subsequently learned from an independent third
party free of any restriction; or (iii) available publicly.

Consultant acknowledges that services performed for Amexco may relate to past,
present or future strategies, plans, business activities, methods, processes
and/or information which afford Amexco certain competitive or strategic
advantages. To further ensure the protection of Amexco's interests in this
regard and unless otherwise provided in the applicable Schedule, Consultant
agrees: (a) during the term of each Schedule and for a period of one (1) year
thereafter, Consultant shall not perform or agree to perform services or provide
materials or information, directly or indirectly, for or in support of any
Competitor of Amexco or in connection with a Competitive Project, that are
substantially similar in form, substance, purpose or intent as performed or
provided under any Schedule; and (b) during the term of any Schedule and for a
period of six (6) months thereafter, Consultant shall not assign or utilize any
individual assigned to perform services for Amexco hereunder, to perform
services for or in support of any Competitor of Amexco or a Competitive Project.
For purposes of this section, "Competitor" is defined as any person, firm or
enterprise conducting a business or providing or supporting a product or service
substantially similar to any of Amexco's and "Competitive Project" is defined as
any task or work effort whose intent or result is or will be substantially
similar to any contemplated by a Schedule. If there is any doubt whether any
person, firm or enterprise is deemed a "Competitor" or whether any task or work
effort is deemed a "Competitive Project," Consultant shall obtain Amexco's
advance written approval (not to be unreasonably withheld), which decision shall
be deemed final and controlling for all purposes hereunder.

Consultant shall, in advance, require each employee assigned to perform services
under any Schedule and each employee who obtains or is in a position to obtain
any Amexco information or materials required by the terms of this Agreement to
be kept confidential, to execute a Non-Disclosure Agreement in the form attached
hereto as Exhibit 2, which forms a part hereof. Consultant will provide Amexco
with a true copy of each such Agreement upon request. Consultant further agrees
to take any other steps reasonably required and/or appropriate to ensure
compliance with the obligations set forth herein.

Consultant acknowledges and agrees that, in the event of a breach or threatened
breach of any of the foregoing provisions, Amexco will have no adequate remedy
in damages and, accordingly, shall be entitled to injunctive relief against such
breach or threatened breach; provided, however, that no specification of a
particular legal or equitable remedy


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shall be construed as a waiver, prohibition or limitation of any legal or
equitable remedies in the event of a breach hereof.

EXCUSABLE DELAY: Neither party will be liable to the other for any delay or
failure to perform due to causes beyond its control and without its fault or
negligence.

ADVERTISING: Neither party will use the other party's name or marks, refer to or
identify the other party in any advertising or publicity releases or promotional
or marketing correspondence to others without such other party's written
approval.

GOVERNING LAW & INTERPRETATION: This Agreement shall be construed and enforced
under the substantive laws of the State of New York. Headlines are for reference
only and shall not affect the meaning of any terms. If any provision of this
Agreement is held invalid, illegal or unenforceable, the remaining provisions
will continue unimpaired.

INSURANCE: Unless otherwise agreed upon and set forth on the Schedule, for each
Schedule, Consultant agrees to obtain and maintain adequate worker's
compensation, disability, unemployment insurance and the like for those of its
employees performing services under Schedules and/or this Agreement. Consultant
agrees to obtain and maintain comprehensive general and vehicular liability
insurance for claims for damages because of bodily injury (including death) and
property damage caused by or arising out of acts or omissions of its employees.
The minimum limits of such insurance shall be one million dollars ($1,000,000)
for each person, one million dollars ($1,000,000) for each accident involving
bodily injury and three hundred thousand dollars ($300,000) involving property
damage for each accident. Each such insurance policy shall name Amexco as
co-insured and additional loss payee and shall provide for at least thirty (30)
days' prior notice to Amexco in the event of any modification or cancellation.
Consultant will also notify Amexco at least thirty (30) days in advance if
Consultant desires to modify or cancel any such insurance. Upon request,
Consultant shall furnish Amexco with certificates of insurance to evidence its
compliance with the provisions hereof.

ASSIGNMENT: Neither party may assign, transfer or subcontract the performance of
its services, or any of its rights and/or obligations, without the other party's
prior written consent, and any attempt to do so shall be void. Amexco may assign
this Agreement, any Schedule and/or any of its rights or obligations to any
Amexco Entity, without Consultant's consent and upon written notice to
Consultant.

SUBCONTRACTING: Consultant may subcontract its responsibilities and obligations
under this Agreement upon first obtaining Amexco's written consent to do so and
to specific firms or entities mutually agreed upon by the parties. Consultant
shall require its subcontractors performing services for Amexco hereunder to
execute the Non-Disclosure Agreement in the form attached hereto as Exhibit 2.
Consultant's subcontracting shall not exceed twenty percent (20%) of
Consultant's annual billings to Amexco. Consultant shall be solely responsible
for all its obligations and responsibilities hereunder notwithstanding


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such subcontracting.

NOTICES: All notices shall be in writing and delivered personally or properly
mailed, first class mail, to the addresses of the parties set forth at the
beginning of this Agreement, to the attention of the undersigned, and, as to any
Schedule, with a copy to the signatories of the Schedule involved, at the same
address, or to such other address or addressee as either party may designate by
written notice. Any such notice shall be deemed given on the date delivered or
when placed in the mails as specified.

ENTIRETY: This Agreement, together with the Exhibits, Schedules and attachments
hereto, contains the entire agreement between the parties and supersedes any
prior or inconsistent agreements, negotiations, representations and promises,
written or oral. No modification to this Agreement nor any failure or delay in
enforcing any term, exercising any option or requiring performance shall be
binding or construed as a waiver unless agreed to in writing by the parties
hereto.

<TABLE>
<CAPTION>
INTEGRATED INFORMATION SYSTEMS             AMERICAN EXPRESS TRAVEL
                                        RELATED SERVICES COMPANY, INC.

<S>                                     <C>
By: /s/ James G. Garvey Jr.             By: /s/ William Guesno
   ---------------------------             ---------------------------
Name: James G. Garvey Jr.               Name: William Guesno
     -------------------------               -------------------------
         (Type or Print)                         (Type or Print)

Title: President                        Title: SR. MANAGER TECHNOLOGY CONTRACTS
      ------------------------                ---------------------------------

Date: 4/6/97                            Date:  4/30/97
     -------------------------               -------------------------
</TABLE>



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                      EXHIBIT 1 - SAMPLE FORM OF SCHEDULE

                                     SAMPLE

Consultant:  Integrated Information Systems          Schedule No.: [Sample Only]
             1130 East University Drive, Suite 105
             Tempe, AZ 85281                     Agreement No.: PHX03/11/97-MC-1

                                                  Effective Date:

This Schedule is issued pursuant to the above-referenced Master Agreement for
Consulting Services between American Express Travel Related Services Company,
Inc. and the above-named Consultant. Any term not otherwise defined herein,
shall have the meaning specified in the Agreement.

                                     SAMPLE

<TABLE>
<S>                                           <C>
Amexco Project Manager                            Consultant Location

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

Consultant Project Manager                     Status Reports are required:


-------------------------------               -------------------------------
                                               [Insert applicable frequency]
</TABLE>

See Attachment A for a complete description of the services, deliverables,
and/or other tasks to be accomplished, the milestone or implementation schedule,
the charges and/or rates applicable to this Schedule and any other mutually
agreeable information.

<TABLE>
<CAPTION>
INTEGRATED INFORMATION SYSTEMS                      AMERICAN EXPRESS TRAVEL
                                                 RELATED SERVICES COMPANY, INC.

<S>                                           <C>
By:                                           By:
   ------------------------------                ------------------------------
Name:                                         Name:
     ----------------------------                  ----------------------------
        (Type or Print)                                 (Type or Print)

Title:                                        Title:
      ---------------------------                   ---------------------------
Date:                                         Date:
     ----------------------------                  ----------------------------
</TABLE>



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                                  ATTACHMENT A

PROVIDE A COMPLETE DESCRIPTION OF THE FOLLOWING:

DETAILED DESCRIPTION OF SERVICES

DETAILED DESCRIPTION OF DELIVERABLES

COSTS/FEES/CHARGES - NOT TO EXCEED AMOUNTS AND TOTAL AMOUNTS INCLUDING OUT OF
POCKET EXPENSES AND ALL REIMBURSABLE EXPENSES APPROVED BY AMEXCO

WRITTEN STATUS REPORTS

TIMEFRAME OF PROJECT

PERSONNEL LISTING (IF POSSIBLE TO PROVIDE)

SUBCONTRACTORS TO BE APPROVED BY AMEXCO

ANY OTHER TERMS AND CONDITIONS MUTUALLY AGREED UPON BY THE PARTIES






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                      EXHIBIT 2 - NON-DISCLOSURE AGREEMENT

Agreement Number: PHX03/11/97-MC-1

Schedule Number: __________________

I,_____________, am aware that American Express Travel Related Services Company,
Inc. ("Amexco") and my employer,_____________("Consultant") have entered into an
Master Agreement for Consulting Services ("Agreement") and I fully understand
that it imposes certain obligations on Consultant, some of which are
specifically set forth below. I further understand that as a part of its
obligations under the Agreement, Consultant is required to obtain this written
agreement from certain employees, including myself, to further ensure
understanding and compliance with these obligations.

In consideration of my future assignment and/or responsibilities in connection
with Consultant's performance under the Agreement, I hereby acknowledge,
represent and confirm to Consultant and Amexco as follows: (a) I have read the
provisions of the Non-Disclosure Agreement, understand each of them, agree to
them, and know of no agreements, obligations or restrictions that prevent or
prohibit me from complying with them; (b) I will receive and maintain all Amexco
information, perform services and conduct myself, in all respects during the
term of the Agreement and any Schedules and for the requisite periods
thereafter, in a manner consistent with these obligations; and (c) I agree not
to directly or indirectly, engage in or assist others to engage in, any activity
or conduct that violates the provisions of this Non-Disclosure Agreement.

"CONFIDENTIAL INFORMATION: Consultant agrees to regard and preserve as
confidential all information related to the business and activities of the
Amexco Entities, their clients, suppliers and other entities with whom the
Amexco Entities do business, that may be obtained by Consultant form any source
or may be developed as a result of this Agreement. Consultant agrees to hold
such information in trust and confidence for Amexco and not to disclose such
information to any person, firm or enterprise, or use any such information for
its own benefit or the benefit of any other party, unless authorized by Amexco
in writing, and even then, to limit access to and disclosure of such
confidential information to Consultant's employees on a "need to know" basis
only. Information shall not be considered confidential to the extent, but only
to the extent, that such information is: (i) already known free of any
restriction at the time it is obtained; (ii) subsequently learned from an
independent third party free of any restriction; or (iii) available publicly."

"Consultant acknowledges that services performed for Amexco may relate to past,
present or future strategies, plans, business activities, methods, processes
and/or information that afford Amexco certain competitive or strategic
advantages. To further ensure the protection of Amexco's interests in this
regard and unless otherwise provided in the applicable Schedule, Consultant
agrees: (a) during the term of each Schedule, and for a period of one (1) year
thereafter, Consultant shall not perform or agree to perform services or provide
materials or information, directly or indirectly, for or in support of any
Competitor of Amexco or in


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connection with a Competitive Project, that are substantially similar in form,
substance, purpose or intent as performed or provided under any Schedule; and
(b) during the term of any Schedule and for a period of six (6) months
thereafter, Consultant shall not assign or utilize any individual assigned to
perform services for Amexco hereunder, to perform services for or in support of
any Competitor of Amexco or a Competitive Project. For purposes of this section,
"Competitor" is defined as any person, firm or enterprise conducting a business
or providing or supporting a product or service substantially similar to any of
Amexco's and "Competitive Project" is defined as any task or work effort whose
intent or result is or will be substantially similar to any contemplated by a
Schedule. If there is any doubt whether any person, firm or enterprise is deemed
a "Competitor" or whether any task or work effort is deemed a "Competitive
Project," Consultant shall obtain Amexco's advance written approval (not to be
unreasonably withheld), which decision shall be deemed final and controlling for
all purposes hereunder."

"Consultant shall, in advance, require each employee assigned to perform
services under any Schedule and each employee who obtains or is in a position to
obtain any Amexco information or materials required by the terms of this
Agreement to be kept confidential, to execute a Non-Disclosure Agreement in the
form attached hereto as Exhibit 2, which forms a part hereof. Consultant will
provide Amexco with a true copy of each such Agreement upon request. Consultant
further agrees to take any other steps reasonably required and/or appropriate to
ensure compliance with the obligations set forth herein."

"Consultant acknowledges and agrees that, in the event of a breach or threatened
breach of any of the foregoing provisions, Amexco will have no adequate remedy
in damages and, accordingly, shall be entitled to injunctive relief against such
breach or threatened breach; provided, however, that no specification of a
particular legal or equitable remedy shall be construed as a waiver, prohibition
or limitation of any legal or equitable remedies in the event of a breach
hereof."

I understand that if I threaten to or actually breach or fail to observe any of
the obligations set forth in this Non-Disclosure Agreement, Amexco and
Consultant will be subject to irreparable harm, which will not be adequately
satisfied by damages. I therefore agree that Consultant or Amexco shall be
entitled to injunctive relief and/or any other remedies permitted, to ensure and
enforce my compliance with these obligations in the unlikely event I do not
comply with them; provided, however, that no specification herein of any a
particular legal or equitable remedy shall be construed as a waiver, prohibition
or limitation of any legal or equitable remedies.

                                         By:
                                            -----------------------------------

                                         Name:
                                              ---------------------------------
                                                   (Type or Print)

                                         Title:
                                               --------------------------------

Witness:                                 Date:
        ---------------------                 ---------------------------------



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