EXHIBIT 10.6

                            MASTER SERVICES AGREEMENT

         This Master  Services  Agreement  (the  "Agreement")  between Web Tools
International,  Inc.  ("Contractor") and AccuPoll,  Inc., a Delaware corporation
("Buyer") is effective  September 1, 2041 (the "Effective Date"), with reference
to the following facts:

         A. Buyer is engaged  generally in providing  electronic  voting systems
and election management services.

         B. Contractor   is  engaged  generally  in  the  delivery  of  Internet
technology solutions and general software engineering services.

         C. Buyer and Contractor  have reached this agreement  pursuant to which
Contractor will provide services to Buyer.

NOW,  THEREFORE,  in consideration  of the mutual  agreements of the parties and
other good and valuable consideration,  receipt of which is hereby acknowledged,
the parties agree as follows:

I        CONTRACTOR SERVICES.

         1.1    Statements of Work.

         Buyer  may from time to time in its  discretion  invite  Contractor  to
undertake   projects   under  this  Agreement  by  delivering  to  Contractor  a
description of such projects,  the services to be performed and  deliverables to
be provided by Contractor  thereunder,  the terms of payment by Buyer  therefor,
and any other relevant terms and conditions.  If Buyer and Contractor agree upon
such a project and  manifest  their  agreement  by  executing  and  delivering a
written document to that effect in the form of Exhibit B hereto, or another form
that states that it is entered into  pursuant to this  Agreement,  such document
will  constitute  a  "Statement  of Work"  under,  and will form a part of, this
Agreement.

         1.2    Services and Deliverables.

         Contractor will provide the professional staff,  services  ("Services")
and  tangible  items  (such as  reports,  documents  and code)  ("Deliverables")
described by  Statement(s) of Work.  Deliverables  must be in a form approved by
Buyer. If Buyer requests  additional  services or  deliverables,  and Contractor
agrees in writing to perform or provide them, through supplements to a Statement
of Work, change orders or other appropriate  documents,  the additional services
and deliverables  will be deemed "Services" and  "Deliverables"  subject to this
Agreement.

         1.3    Staffing and Materials.

         (a) Contractor  shall select and assign personnel of Contractor who, in
Contractor's  reasonable  judgment,  are appropriately  qualified to perform the
Services or provide the Deliverables.  All assignments of Contractor's personnel
to perform the Services and/or provide the  Deliverables  (other than incidental
assistance)  shall be  subject  to  Buyer's  approval,  which  (i)  shall not be
unreasonably  withheld,  (ii) shall not be required for incidental or occasional
substitutions  (e.g.,  on account of illnesses or vacations).  Buyer may, in its
discretion  require  Contractor to replace any particular  Contractor  personnel
working under this Agreement.  Contractor will not remove or reassign  personnel
working under this

<PAGE>

Agreement,  but personnel  changes  caused by  resignations,  illnesses,  family
emergencies,  and other circumstances beyond Contractor's reasonable control are
permissible  provided that Contractor works in good faith to provide replacement
personnel who are  reasonably  acceptable to Buyer.  All personnel of Contractor
assigned to Buyer to perform the Services or provide  Deliverables  shall at all
times remain  employees of  Contractor.  As a condition of their  assignment  to
Buyer,  each  individual  so assigned  may be required to execute and deliver to
Buyer an agreement in form satisfactory to Buyer  substantially to the effect of
Section 4.3 regarding  confidentiality and assignment to Buyer of inventions and
works of r  authorship  created in the scope of  provision  of the  Services  or
Deliverables.

         (b) Except as specifically  provided for in a Statement of Work,  Buyer
shall be under no  obligation  to  supply  Contractor  or any of its  designated
personnel  with office space,  secretarial  assistance,  or other  assistance or
support services. Contractor will provide all tools and other resources required
to perform under this Agreement, except to the extent that any Statement of Work
specifically provides for tools or resources to be provided by Buyer.

         1.4    Subcontractors.

         Contractor may not engage subcontractors to assist in performance under
this  Agreement  without  Buyer's  written  approval,  which  Buyer  may give or
withhold  in its  sole  but  reasonable  discretion  and may  condition  on such
additional  agreements as Buyer, in its sole discretion,  sees fit. In the event
Buyer does consent to the use of one or more  subcontractors,  Contractor  shall
nonetheless  remain  responsible for all Services and Deliverables,  and will be
responsible for securing written  agreements for the adherence of subcontractors
and their  employees to all applicable  terms and conditions of this  Agreement,
including without limitation Section 4 of this Agreement.

         1.5    Change Control.

         Buyer or Contractor may propose changes in Services and Deliverables by
delivering to the other a written change order proposal  describing the proposed
change,  any  proposed  price  adjustments  for  such  requested  changes,  time
schedules and other  anticipated  effects (for example;  upon the performance of
systems).  The non-requesting  party shall respond to a change proposal within a
reasonable  period of time in light of the scope and  timeliness  of the change,
and in any event within such  reasonable time as Buyer may specify to conform to
its clients' requirements. Change proposals that are mutually acceptable will be
reflected  in a written  change  order in mutually  agreeable  form,  which when
signed by Contractor and Buyer will modify the  applicable  Statement of Work as
specified in such change order.  Unless and until a change proposal is agreed as
a change order, Contractor shall continue to render the Services and deliver the
Deliverables  unmodified from prior  specifications as set forth in the relevant
Statement of Work,  unless Buyer notifies  Contractor of the effectiveness of an
alternative  arrangement  pursuant to which Buyer or another  contracting  party
will  undertake for the  additional or changed work  requested and declined,  at
which point Buyer and  Contractor  will work together to identify and agree upon
any change to any  Statement of Work  necessary or  appropriate  in light of the
work undertaken by Buyer or the third party.

         1.6    No Rights

The   relationship   between   Buyer  and   Contractor  is   discretionary   and
non-exclusive.  Buyer is not  obligated  to issue  or  offer to  Contractor  any
particular  Statements of Work or to engage Contractor to perform any particular
projects or level of work. Contractor has no rights to any specific engagements,
territories,  prospects or other  commitments from Buyer other than as set forth
in this Agreement or a Statement of Work.  Contractor is not obligated to accept
any Statement of Work offered by Buyer and,

                                       2
<PAGE>

subject to the specific restrictions set forth in this Agreement, Contractor may
undertake any work for any third party.

2        Fees and Charges.

         2.1    Charges for Services and Deliverables.

         Buyer shall pay for Services and  Deliverables  in accordance  with the
pricing  terms  specified in the  applicable  Statement of Work.  For work to be
performed on a time and materials  basis,  Contractor's  rates will be the Basic
Rates unless  otherwise  specifically  provided in the  applicable  Statement of
Work. For these purposes, the "Basic Rates" are the rates set forth on Exhibit A
hereto,  which  represent  Contractor's  standard  rates  in  effect  as of  the
Effective Date, less a 0% discount.  The Basic Rates as applicable to Statements
of Work and change  orders not yet signed and other  future work may be adjusted
once annually,  as, when and to the extent that Contractor adjusts its rates for
other clients,  less, in all cases, a 0% discount.  However,  time and materials
rates  under  any  particular  Statement  of Work  will not  change  unless  the
Statement of Work provides for change,  and the rate for any  individual  person
who undertakes work on behalf of Contractor  under any Statement of Work (a) may
not thereafter increase by more than 10% in the aggregate in any 365-day period,
for any work done  under  any  subsequent  Statement  of Work,  whether  through
regular annual adjustment, promotion or re-classification, or otherwise; and (b)
in no case will exceed the rate charged by  Contractor to third parties for that
individual,  less, in all cases, a 0% discount.  Unless and except to the extent
otherwise  specified in a Statement of Work or a written consent by Buyer, Buyer
will not pay for more  than  eight  hours of work per day,  40 hours of work per
week, performed by any single individual on a time and materials basis. The rate
billed by Contractor for any particular  individual  will not change as a result
of any overtime.  Notwithstanding  anything herein to the contrary,  in any case
the rates  charged by  Contractor  to Buyer will not exceed the rates charged by
Contractor to third parties for comparable assignments, less, in all cases, a 0%
discount.


         2.2    Pricing of Reviews.

         Buyer will not be obligated to pay  Contractor  for  responding  to any
request  for a  Statement  of Work or for  changes  under  this  Agreement  or a
Statement  of Work  unless  Buyer has  agreed in advance in writing to make such
payment.  If  Buyer  requests  any  Statement  of  Work or any  changes  to this
Agreement  or any  Statement  of  Work  hereunder  that  require  Contractor  to
undertake  detailed  scoping or analysis work,  Contractor may charge Buyer on a
time and  materials  basis,  at its then  current  Basic  Rates  for such  work,
provided that  Contractor has notified Buyer that a response to Buyer's  request
will result in a charge to Buyer and a good faith  estimate of the total charge,
and Buyer has agreed thereto in writing.

         2.3    Minor Requests.

         Buyer may request  additional  services from Contractor  which are of a
minor or routine nature not justifying the complete  change order  procedure set
forth in this Agreement.  In such case,  Contractor shall provide such services,
subject to  availability  of  appropriate  personnel,  at the time and materials
rates set forth  for  similar  work in a  pending  Statement  of Work,  or if no
similar rate is so set forth on a time and materials basis at the Basic Rates as
described in Section 2.1.

         2.4    Expenses.

                                       3
<PAGE>

         Subject to the  restrictions in this Section 2.4, Buyer shall reimburse
Contractor for reasonable,  actual  out-of-pocket  expenses  authorized by Buyer
that are incurred by Contractor  consistent with Buyer's general travel policies
in  providing  Services  or  creating or  delivering  Deliverables  and that are
documented  with sufficient  specificity to support expense  recognition and tax
deductibility, when applicable ("Reimbursable Expenses").  Reimbursable Expenses
shall be deemed  authorized  only if (a) of a type  itemized in the Statement of
Work and not in excess of the maximums  set forth in the  relevant  Statement of
Work, (b) incurred by Contractor  after receiving  written  approval from Buyer,
which approval shall not be withheld unreasonably, or (c) incurred by Contractor
in order to meet emergency  conditions where securing advance approval would not
be practicable.  Expenses  eligible for approval as Reimbursable  Expenses shall
include,  without  limitation,  coach class travel and standard business lodging
expenses,  photocopying,  media distribution, air and ground freight and courier
services,  long distance telephone and data communications charges and the like.
Reimbursable Expenses will not include Contractor's general overhead. Contractor
recognizes  the  necessity of  submitting  expenses  promptly in order to enable
Buyer to record them in appropriate accounting periods and, when appropriate, to
recover such costs from third parties. Accordingly,  Buyer will not be obligated
to reimburse  Contractor  for any expenses that not submitted to Buyer within 30
days of the date incurred.

         2.5    Taxes.

         Contractor's fees and charges exclude all applicable taxes. Buyer shall
pay or reimburse  Contractor for any  value-added,  sales,  use and other taxes,
customs duties or imposts, if any, imposed on any of the Services, Deliverables,
or materials supplied by Contractor,  under this Agreement.  Contractor will pay
all taxes on its property and net income,  and all taxes required to be withheld
from payments to persons it engages to perform services.

         2.6    Invoices, Payment.

     Unless another invoicing schedule is specified in the applicable  Statement
of Work, Contractor shall provide monthly invoices for Services and Deliverables
provided and Reimbursable Expenses incurred. All invoices will be in such format
and detail as Buyer may  reasonably  require.  Without  limiting the  foregoing,
invoices for work performed on a time and materials basis will include  detailed
person-by-person  daily time  entries  describing  time  spent,  work done,  and
results  achieved on a task-by-task  or  step-by-step  basis,  as appropriate to
provide an adequate basis for evaluation of the efficiency of Contractor's work.
In addition,  for work  performed on a fee basis other than time and  materials,
Contractor   will  provide   progress   reports  at  least   weekly   containing
substantially  the same detail as the time entries  described  in the  preceding
sentence.  Buyer shall pay  undisputed  invoices  within  thirty (30) days after
receipt.  Invoices shall be payable in U.S. dollars (unless otherwise agreed for
services performed in a particular country).

         2.7    Nonconforming Services and Deliverables.

         Buyer  will  not  be  required  to  pay   Contractor  for  Services  or
Deliverables  that do not conform to the general terms of this Agreement and the
Statement  of Work  pursuant  to which  they  are  provided,  or for  correcting
deficiencies in Services or Deliverables.

3        Acceptance and Warranties

         3.1    Acceptance of Deliverables.

         To the extent that the  Statement of Work  provides for the creation of

                                       4
<PAGE>

specific  Deliverables,  Buyer shall inspect all Deliverables promptly following
delivery and (unless the parties  agree upon some longer or shorter  period in a
Statement  of Work)  within  ten (10) days  after  delivery,  accept,  partially
accept,  or reject the Deliverables in writing.  Rejection or partial  rejection
shall be  accompanied  by a written  explanation  of the reasons for  rejection.
Unless  otherwise  specified in the Statement of Work, any  Deliverable  that is
substantially  complete,  free from  material  defects,  and  complies  with the
Statement  of Work  (or any  other  mutually  agreed  acceptance  criteria)  and
prevailing industry standards in all material respects shall be accepted. Unless
otherwise agreed, following any rejection or partial rejection, Contractor shall
have a reasonable time (not to exceed ten (10) days) to correct any deficiencies
noted by Buyer and to  resubmit  the  Deliverable  for  review and  approval  in
accordance  with this paragraph.  Acceptance of Deliverables  will not waive any
contract claims by Buyer,  including without limitation any claims for breach of
warranty.

         3.2    Limited Warranties.

         (a) Contractor represents and warrants that (i) Contractor is an expert
in provision of Services and  Deliverables of the kind to be provided under this
Agreement and any Statement of Work agreed to by  Contractor;  (ii) all Services
and  Deliverables  shall be provided in a professional  and workmanlike  manner,
shall be efficiently performed,  and shall be of professional quality conforming
to generally  accepted industry  standards and the applicable  Statement of Work
and shall be  adequate  to serve  their  intended  purposes  and  achieve  their
intended results as specified in the applicable Statement of Work; and (iii) all
software  Deliverables  will  operate  substantially  in  accordance  with their
specifications  and be free from material  defects for a period of three hundred
sixty-five  (365) days after  acceptance.  Contractor  does not warrant that any
software Deliverables will be error-free,  or operate without interruption,  but
Contractor will correct errors in software  Deliverables without additional cost
to Buyer.

         (b)  Contractor   further   warrants  that  all  Deliverables  and  New
Developments  (as defined below) shall be wholly original works of Contractor or
its  Sub-Contractors  as the case may be, except to the extent  Deliverables and
New Developments  incorporate third party system  components  provided by Buyer.
Contractor shall not infringe the copyrights,  database  rights,  design rights,
patents,  or trade secrets or other  intellectual  property  rights of any third
party by providing Services,  Deliverables, and New Developments, and Contractor
agrees that without limiting the foregoing,  unless specifically provided to the
contrary in the Statement of Work, Buyer may make, use, sell,  copy,  distribute
and make derivative works from all Deliverables  and New  Developments,  free of
any  restriction,  the need for any  consent,  or  royalty  payable to any third
party.   Contractor   warrants  that  neither   Contractor   nor  any  permitted
subcontractors,   nor   any  of   their   respective   employees,   agents,   or
representatives,   by  entering  into  this  Agreement,   using  information  or
materials,  or performing  the Services or delivering  the  Deliverables  or New
Developments hereunder has violated or will violate any consulting,  employment,
non-competition,  proprietary  information,  confidentiality or other agreement,
arrangement,  understanding,  or restriction between such party and a present or
former employer, principal, client or other individual or entity.

         (c) The  execution,  delivery and  performance  by  Contractor  of this
Agreement,  and  participation in performance under this Agreement by employees,
subcontractors and other  representatives of Contractor,  does not and will not:
(i) violate any provision of law, statute,  judgment,  order, writ,  injunction,
decree,  award,  rule,  or  regulation  of  any  court,  arbitrator,   or  other
governmental  or  regulatory  authority  applicable  to  Contractor  or any such
employee, subcontractor and representative;  or (ii) violate, result in a breach
of or constitute, (with due notice or lapse of time or both) a default under any
agreement or other legal  obligation to which  Contractor or any such  employee,
subcontractor and representative is party or subject.

         (d)  Contractor   assumes  no   responsibility   for  (i)  failures  of
Deliverables  attributable  to user  errors  or  misuse,  (ii)  failures  to use
corrections to Deliverables supplied by Contractor without additional

                                       5
<PAGE>

charge,  or (iii)  modifications  to  Deliverables  by Buyer or any third  party
(other than as contemplated by the relevant Statement of Work or Deliverable).

         (e)  THE  FOREGOING  WARRANTIES  ARE IN  LIEU  OF  ANY  AND  ALL  OTHER
WARRANTIES AND CONTRACTOR MAKES NO OTHER  WARRANTIES,  EXPRESS OR IMPLIED,  WITH
RESPECT TO ANY SERVICE OR DELIVERABLE,  INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4        Confidential Information and Intellectual Property.

         4.1    Confidential Information Defined.

         Contractor  (and  Contractor's  representatives  or  personnel)  may be
furnished with, receive, or otherwise have access to Confidential Information of
Buyer or Buyer's clients.  "Confidential Information" means all information,  in
any form,  furnished or made  available  directly or indirectly to Contractor by
Buyer or Buyer's  clients that  relates in any way to Buyer or Buyer's  clients,
employees of Buyer or Buyer's  clients,  or other third parties with which Buyer
has  business   relationships.   Confidential   Information  includes,   without
limitation,  ideas,  concepts,  know-how,  methods,  methodologies,   processes,
technologies,  algorithms, techniques,  compilations,  software, personnel data,
financial  data,  information  about  clients or  prospective  clients and their
businesses,  business  strategies,  service methods and infrastructure,  and the
terms of this Agreement and all Statements of Work.  "Confidential  Information"
excludes any particular  information  which  Contractor can demonstrate (A) was,
when  disclosed to  Contractor,  in the public  domain or commonly  known in the
recipient's industry; (B) was in Contractor's possession when disclosed; (C) was
later  disclosed to Contractor  by a third party without  breach of any legal or
contractual obligation, provided that any obligation to maintain confidentiality
during the period prior to such disclosure shall be released  retroactively;  or
(D)  was   independently   developed  by  Contractor   without  use  of  Buyer's
Confidential Information.

         4.2    Protection of Confidential Information.

     Contractor  shall protect  Confidential  Information with at least the same
degree of care (and in any event no less than  reasonable  care) that it uses to
protect its own Confidential Information,  but (a) may disclose such information
to third parties (such as permitted subcontractors)  performing services related
to the  Services  or  Deliverables,  provided  that  Contractor  shall cause all
recipients to protect such  Confidential  Information  in  compliance  with this
Agreement  and will be  responsible  for any  deviation  from  its  requirements
concerning use and protection of  Confidential  Information or (b) when required
by law (but  Contractor  will give Buyer prompt  notice of any subpoena or other
order  compelling  disclosure,  and cooperate with Buyer's  attempts to obtain a
protective order or similar  protections).  Contractor shall limit access to the
Confidential  Information  to its employees and permitted  contractors  actually
engaged in providing services hereunder and to those supervisory  personnel with
a  legitimate  need to know  such  information  and  shall  not use or copy  any
Confidential  Information,  or remove any Confidential Information from premises
designated  by Buyer for such use,  except to the extent  necessary to carry out
the purposes of this Agreement and the applicable Statement of Work.  Contractor
shall return all Confidential  Information to Buyer upon Buyer's  request.  Upon
completion  or  termination  of  each  project  hereunder,  Contractor  and  its
employees  and permitted  subcontractors  shall return to Buyer all documents or
other materials in whatever form that contain Confidential Information,  destroy
all copies thereof,  and certify to Buyer,  in writing,  that all copies of such
materials   have  been   destroyed.   Contractor   shall  cause  its  employees,
subcontractors  and  representatives  to comply  with the same  restrictions  on
disclosure and use of  Confidential  Information as are applicable to Contractor
hereunder.

                                       6
<PAGE>

         4.3    New Developments

     All ideas,  inventions  (whether  or not  patentable),  concepts,  knowhow,
methods,  methodologies,   processes,  algorithms,   techniques,   compilations,
software  and other works of  authorship  of any nature  created or developed by
Contractor  during the course of  performance of this Agreement or any Statement
of Work  ("New  Developments")  shall be  Buyer's  exclusive  property.  All New
Developments  that are works of authorship to which  copyright  laws might apply
are  "works  made  for  hire"  under  applicable  copyright  laws;  and  all New
Developments  are within the scope of what Buyer is purchasing  from  Contractor
pursuant to this Agreement and the Statements of Work. Contractor hereby assigns
to Buyer all of  Contractor's  right,  title and  interest,  past,  present  and
future, in all New Developments.  To avoid any doubt, such rights include though
are not  limited to all rights of action  past,  present  and future and whether
actual  or  contingent,  and  Buyer  may  apply  for or  register  any  patents,
copyrights and other protection it deems advisable in the United States,  in all
other countries worldwide and under any applicable  treaties.  Contractor agrees
to take,  at Buyer's  expense,  such action as Buyer may  reasonably  request to
perfect Buyer's title to all New Developments (and intellectual  property rights
therein)  in terms of this  Clause and to defend  such  rights and to obtain and
maintain such  protection.  To the extent that any such New Developments are not
specified  in the  Statement  of Work as fully  exclusive  to Buyer and  include
material  that is of a nature  such that it may be used for  applications  other
than those  that are  primary  business  processes  of Buyer or Buyer's  clients
("Non-specific  Material"),  Buyer will, upon reasonable  request specifying the
desired  usage by  Contractor,  grant to  Contractor a  perpetual,  royalty free
non-exclusive  license to make, use, sell, copy,  distribute and make derivative
works  from  such  Nonspecific   Material  for  applications  that  are  not  in
competition with products or services  offered by Buyer (subject,  in all cases,
to Contractor's  obligations to protect Buyer's Confidential Information and the
rights of Buyer's client under any applicable prime  contract).  Notwithstanding
anything  in  this  Section  _4.3  to  the  contrary,  Buyer  acknowledges  that
Contractor  through  previous study and work  experience  has developed  certain
skills and expertise in Contractor's specialized areas of service. In the course
of Contractor's  performance  under  Statements of Work, it is anticipated  that
Contractor will enhance those skills and expertise,  and,  subject to compliance
with  the  Contractor's  obligations  set  forth  in  this  Agreement  regarding
Confidential  Information and intellectual property,  nothing herein is intended
or will be  construed  to  limit  Contractor's  right  to use  such  skills  and
expertise at any time.

         4.4    License - Use of Contractor Intellectual Property

         Contractor  grants  Buyer a  permanent,  nonexclusive,  nontransferable
(other than to successors to Buyer's business or the part of Buyer's business in
which the  relevant  Deliverables  are  used),  royalty-free  license to use the
intellectual  property,   including  without  limitation  patents,   copyrights,
database rights,  design rights,  trade secrets and industrial designs,  created
outside  the  scope  of the  engagements  contemplated  by  this  Agreement  and
Statements of Work, but which are contained in the  Deliverables  as supplied to
Buyer, for the purpose of operating and supporting Buyer's business  (including,
without limitation,  performance of services for Buyer's clients).  The licenses
granted by this Section 4.4 shall survive  expiration or any termination of this
Agreement or any Statement of Work hereunder.

         4.5    Rights in Residuals.

Nothing in this Agreement  shall restrict  Contractor from the use of any ideas,
concepts,  knowhow,  methodologies,   processes,  technologies,   algorithms  or
techniques  which  Contractor,  individually  or  jointly,  owns  prior  to  the
Effective  Date,  or develops or obtains  independently  during the term of this
Agreement,  provided that in doing so Contractor does not breach its obligations
of  confidentiality  or infringe the  intellectual  property  rights of Buyer or
third parties who have licensed or provided  materials to Buyer.  Except for the
license rights contained in this Article, neither this Agreement nor any


                                       7
<PAGE>

disclosure made hereunder grants any license to either Buyer or Contractor under
any patents or  copyrights of the other.  Except as set forth in this  Agreement
and any  Statement  of  Work,  Contractor  reserves  all  rights  in its  ideas,
concepts,  know-how,   methodologies,   processes,   technologies,   algorithms,
techniques,  compilations  and other  intellectual  property  of every  kind and
description (except as otherwise expressly agreed in writing).

         4.6    Injunctive Relief.

         Each party hereto  agrees that money  damages would not be a sufficient
remedy  for any  breach of this  Article 4 by either  party or their  respective
directors,  officers,  employees  or agents,  and that in  addition to all other
available  remedies  the  non-breaching  party  shall be  entitled  to  specific
performance  and injunctive or other  equitable  relief as a remedy for any such
breach,  and the parties further agree to waive and to use their best efforts to
cause their directors,  officers,  employees or agents to waive, any requirement
for the securing or posting of any bond in connection with such remedy.

5        Additional Agreements.

         5.1    Independent Contractors.

         Contractor  is  as  an  independent  contractor  to  Buyer  under  this
Agreement  and  Contractor  shall  determine  the  method,  details and means of
performing  the  Services  and  providing  the  Deliverables.  Nothing  in  this
agreement  shall be construed so as to constitute any employment  arrangement or
any partnership or joint venture between the parties.  Contractor and employees,
representatives  and  subcontractors  of  Contractor  shall not be considered as
having employee status with Buyer or being entitled to participate in any plans,
arrangements,  or distributions by Buyer pertaining to or in connection with any
pension, stock, bonus,  profit-sharing,  or similar benefits that Buyer may have
for its  employees,  regardless  of whether  the  employee is  classified  as an
employee for any other purpose.  Similarly,  Contractor  acknowledges that Buyer
has no obligations with respect to Contractor and employees, representatives and
subcontractors  of Contractor which Buyer may otherwise have at law with respect
to employees of Buyer.  Contractor  shall perform and make all  obligations  and
payments, whether imposed by Federal, state or local law, regarding FICA, income
tax  withholdings,  unemployment  compensation,  insurance,  and  other  similar
responsibilities  related to Contractor and all employees,  representatives  and
subcontractors of Contractor.

         5.2    Insurance

         Contractor  shall  provide and  maintain at its own expense  during the
term of this Agreement all insurance  that is reasonably  necessary to cover its
obligations and liabilities  under this Agreement,  and shall provide Buyer with
proof of such insurance ,upon request.

         5.3    Party Representatives.

         Immediately after signing this Agreement, each party will designate one
individual to act as its Representative.  In addition, each party will designate
a Project  Manager for the work  described by each  Statement of Work, who shall
have  day-to-day   responsibility.   for  management  of  the  relevant  party's
activities.  Each party may from time to time appoint a successor or  substitute
Representative  and/or  Project  Manager,  but will make  reasonable  efforts to
assure  continuity.   The  Representative  and  Project  Manager  shall  be  the
authoritative  points of contact  between  Contractor and Buyer,  and shall have
authority to make all decisions required of their principals (including approval
of Deliverables  and changes and amendments to this  Agreement).  Each party may
rely on the other Representative's decisions

                                       8
<PAGE>

and instructions.

         5.4      Compliance with Certain Policies.

         (a)  Contractor  will comply with  reasonable  policies,  practices and
procedures of Buyer and Buyer's  clients,  as applicable to the Services  and/or
Deliverables  and as  disclosed  to  Contractor  from  time to  time,  including
(without  limitation)  policies,  practices and  procedures  relating to safety,
security,  data protection,  data processing and confidentiality  (collectively,
"Relevant  Policies"),  provided,  however,  that if  Contractor  is not able to
comply  with any  Relevant  Policy  without  material  expense or risk and Buyer
nevertheless insists upon compliance, then Contractor may terminate any affected
Statement of Work,  subject to Section ?.5.  Contractor shall report any alleged
or suspected  violations of the Relevant  Policies and cooperate  with Buyer and
its clients in  investigating  the matter (while  reserving the right to conduct
its own internal investigation),  and undertake corrective action to rectify any
violation and prevent recurrence.  Upon request,  Contractor will demonstrate to
Buyer its compliance  with the Relevant  Policies.  Compliance with the Relevant
Policies is in addition to, and not in place of, any corresponding  requirements
of this Agreement.  To the extent that the requirements of this Agreement differ
from the Relevant  Policies,  then the more stringent or extensive  requirements
shall apply.

         (b) Without limiting Section 5.4(a),  Contractor and Buyer  acknowledge
the importance of security and will cooperate as appropriate to address security
breaches  and to enhance the  security  features and  procedures  applicable  to
Contractor's provision of the Services and Deliverables.

         5.5    Contractor's Third Party Commitments.

         In no event  shall  Contractor  use in the  performance  of Services or
otherwise  disclose  to Buyer or its  clients  any  confdential  or  proprietary
information  of any third party without the written  consent of such third party
and the prior  written  consent of Buyer (which  consent may be withheld for any
reason or no  reason).  Contractor  will inform  Buyer  before  undertaking  any
projects for third parties that are competitors of Buyer, or projects that could
limit Contractor's ability to perform obligations to Buyer under this Agreement.

         5.6    Audit; Records.

         Buyer may, upon its request,  audit any and all work or expense records
of  Contractor  relating  to  Services  and  Deliverables   provided  hereunder;
provided,  however, that such audit shall occur only after ten (10) days' notice
to Contractor and shall not unreasonably  interfere with  Contractor's  business
and/or  operations.  Contractor  shall  have the  right  to  exclude  from  such
inspection any of its confidential or proprietary information.  Contractor shall
not be responsible for maintaining  receipt records for amounts below that which
is  required  by the  Internal  Revenue  Service  at the time such  expense  was
incurred.  Contractor shall retain all records related to the work performed for
Buyer for a minimum  period of one (1) year from the  completion of the project,
and will inform Buyer before  destroying  such records and upon Buyer's  request
will transfer to Buyer such records,  provided  that  Contractor's  Confidential
Information may be redacted therefrom.

6        Remedies and Indemnities.

         6.1    Mutual Indemnity.

         Each party (as indemnitor) shall indemnify,  defend, reimburse and hold
harmless  the  other  party  and  its  affiliates  (i.e.   persons  or  entities
controlling, controlled by, or under common control with such

                                       9
<PAGE>

other party) and their  respective  successors  and assigns,  and the respective
officers, directors,  employees and agents of each of them (as indemnitees) from
and against  any and all  claims,  losses,  damages,  liabilities,  obligations,
assessments,  penalties and  interest,  demands,  actions and expenses,  whether
direct or indirect, known or unknown, absolute or contingent (including, without
limitation,  settlement  costs and any legal,  accounting and other expenses for
investigation  or  defending  any  actions  or  threatened  actions)  ("Losses")
incurred by any such  indemnitee  arising out of or in  connection  with (a) the
operations of the  indemnitor and any acts or omissions by the indemnitor or its
employees,  subcontractors  or other  representatives  in performance under this
Agreement or any  Statement of Work,  (b) any  untruth,  inaccuracy  or material
omission in any  representation  or warranty made by the indemnitor,  or (c) the
breach of any covenant,  agreement or obligation of the indemnitor  contained in
this Agreement or any Statement of Work.

         6.2    Indemnity against Infringements.

         (a) If a third party claims that any  Deliverables or New  Developments
infringe  that party's  patent,  copyright,  trade secret or other  intellectual
property or proprietary  rights ("claims of infringement")  then Contractor will
indemnify and defend and hold harmless  Buyer and its  indemnitees  against that
claim at Contractor's  expense,  and pay all costs,  damages and attorneys fees.
Contractor has no  responsibility  for claims that involve (i)  modifications of
Deliverables  or New  Developments  by  Buyer or  third  parties,  (ii) use with
hardware or software  products for which the  Deliverables  or New  Developments
were not intended where  intended use has been notified in writing to Buyer,  or
(iii) claims of  infringement  resulting from the combination of Deliverables or
New Developments with items specified by Buyer or nor provided by Contractor.

         (b) If a third  party  claims  that  any  acts or  omissions  of  Buyer
(including  Contractor's  use of  hardware or  software  provided by Buyer,  but
excluding  authorized use of  Deliverables  or New  Developments)  infringe that
party's  patent,  copyright,  trade  secret or other  intellectual  property  or
proprietary  rights,  under  circumstances not giving Buyer a right of indemnity
under the  immediately  preceding  subparagraph,  then Buyer will  indemnify and
defend and hold harmless  Contractor and its  indemnitees  against that claim of
infringement at Buyer's expense, and pay all costs, damages and attorneys fees.

         (c) If  Services  or  Deliverables  or any item used by  Contractor  to
provide  the  Services  or  create a  Deliverable  becomes,  or in  Contractor's
reasonable  opinion is likely to become, the subject of a claim of infringement,
Contractor shall, in addition to indemnifying and defending and holding harmless
Buyer, promptly take such measures as it deems advisable,  which may include (i)
securing the right to continue using the item or (ii) replacing or modifying the
item to make it non-infringing, or (iii) if neither (i) nor (ii) is practicable,
removing the item from the Services or Deliverables,  provided that such removal
does not cause the remaining  Services or  Deliverables  to cease to function in
the  intended  manner.  In that event,  Contractor's  charges  shall be adjusted
equitably  to  reflect   such   removal.   If  the   allegedly   infringing   or
misappropriated  item was provided or  specified by Buyer,  Buyer shall bear the
cost of obtaining any necessary rights or procuring a replacement.

         6.3    Indemnification Procedures.

Each party will give the other prompt  written  notice of all claims  subject to
any of the foregoing indemnities, and cooperate in the investigation and defense
of the claim.  If the indemnitor  assumes  defense of the claim,  the indemnitor
shall control the defense and  settlement of the claim,  but the  indemnitee may
participate and employ its own counsel at its own expense. An indemnitor (i) has
no obligation to pay any settlement  reached without its prior written  consent,
and (ii) may not settle an

                                       10
<PAGE>

indemnified claim without the indemnitee's  prior written consent.  Consents may
not be unreasonably withheld or delayed, but consent to any settlement affecting
a party's intellectual property may be given or withheld in the affected party's
sole but reasonable discretion.

         6.4    Limitation on Liability.

Neither  party  shall be liable to the other  party for any  indirect,  special,
consequential,  exemplary or punitive  damages  (excluding  only amounts of such
damages  owed or  paid to  third  parties  under  the  indemnities  above).  THE
AGGREGATE  LIABILITY  OF ALL  KINDS OF EITHER  CONTRACTOR  OR BUYER TO THE OTHER
UNDER THIS  AGREEMENT  SHALL NOT EXCEED THE AMOUNT OF  PAYMENTS  CONTRACTOR  HAS
ACTUALLY RECEIVED OR IS ENTITLED TO RECEIVE HEREUNDER,  EXCEPT IN CASES OF GROSS
NEGLIGENCE,  WILLFUL MISCONDUCT,  VIOLATION OF LAW,  INDEMNIFICATION OF BUYER IN
CONNECTION  WITH THIRD PARTY CLAIMS,  INFRINGEMENT  OR BREACHES OF  CONTRACTOR'S
OBLIGATIONS CONCERNING CONFIDENTIAL INFORMATION.

         6.5    Delays.

         If acts or omissions of Buyer delay Contractor's performance materially
beyond scheduled completion or delivery dates, then Buyer shall pay Contractor's
reasonable  additional  costs  (including,  among  others,  carrying  costs  for
equipment and software licenses,  and additional services at the rates specified
in the relevant Statement of Work, or otherwise at Contractor's  standard rates,
less any applicable  discount) for services  performed  after  Contractor  gives
Buyer  written  notice  of the  delay,  that  could  not have  been  avoided  by
reasonable  efforts to mitigate  the costs and effects of Buyer  delays.  To the
extent that Contractor is partially  responsible for the delay, or fails to make
reasonable  efforts  to  mitigate,  the  amount  of the  reimbursement  shall be
proportionally reduced.

         6.6    Force Majeure.

         Each  party's  obligations  and  performance  shall be suspended to the
extent and for the period  that it is hindered or delayed by reason of delays or
causes beyond the affected party's control,  including without  limitation labor
disputes,  acts of God,  fire,  storm,  flood,  war,  theft  or  destruction  of
equipment,  transportation and delivery delays,  governmental actions, orders or
decrees, or manufacturer/supplier delays, and provided further that the affected
party uses reasonable efforts to alleviate or work around the delay and continue
performance.  The affected  party shall give notice of force majeure  conditions
within a reasonable time.

7        Term and Termination.

         7.1    Term of Agreement.

         The term of this  Agreement  ("Term")  shall  commence on the Effective
Date,  and  continue  until  December 31, 2002 or until  completion  of the last
Services and Deliverables required by any Statement of Work, whichever is later,
unless (i) the Term ends sooner, in accordance with the terms of this Agreement,
or (ii) the Term is extended by change order or other  written  agreement of the
parties.

         7.2    Termination for Convenience.

         Buyer may terminate this Agreement, or any Statement of Work hereunder,
at any time, by giving Contractor at least thirty (30) days' written notice.

                                       11
<PAGE>

         7.3    Termination for Contractor's Default:

         If Contractor  (i) commits a material  breach of this  Agreement or any
Statement  of Work that is capable of being cured  within  fifteen (15) days and
fails to (A) proceed promptly and diligently to correct the breach, and (B) cure
the  breach to  Buyer's  reasonable  satisfaction  within  TEN (10)  days  after
receiving notice; (ii) commits a material breach of this Agreement which, by its
nature,  cannot be cured; (iii) manifests lack of appropriate  qualifications to
perform the work required  under this  Agreement or any Statement of Work;  (iv)
provides  Services or Deliverables  that do not conform to the Statement of Work
pursuant to which they are  provided  or (v) becomes  unable to pay its debts as
they come due or makes a  voluntary  filing,  or fails to cause to be  dismissed
within 30 days any involuntary filing, under any bankruptcy or other law for the
protection of creditors' rights generally, then Buyer may (without limitation on
other  remedies that may be available to it under this  Agreement,  at law or in
equity),  by giving written  notice to  Contractor,  terminate this Agreement or
some or all  Statements of Work as of any date  specified by Buyer in the notice
of termination.

         7.4    Termination for Buyer's Default.

         If Buyer fails to pay Contractor when due any undisputed  charges under
the Agreement and thereafter fails to make such payment within fifteen (15) days
of notice from  Contractor of the failure to make such payment,  then Contractor
may terminate this Agreement or any Statement of Work without further notice.

         7.5    Effect of Termination

         (a) if Buyer  terminates  this  Agreement or any Statement of Work with
notice,  then during the notice period Contractor shall limit work to matters in
process as agreed with Buyer and will not initiate new work or projects, so that
the notice  period  serves to effect an orderly  transition  of Buyer's  work in
process  and  Contractor's  resources.  However,  Buyer  may,  at  the  time  of
termination,  elect to continue this  Agreement or the  terminated  Statement of
Work solely for the purpose of  completing  any  Statement  of Work,  or portion
thereof,  in  process at the time that  notice of  termination  is given  ("Post
Termination  Performance").  Buyer will participate in any applicable acceptance
testing and be obligated to pay for such Post Termination  Performance according
to this Agreement and the applicable Statement of Work.

         (b) In connection  with  termination of this Agreement or any Statement
of Work,  Buyer will pay in accordance  with this  Agreement and the  applicable
Statement of Work for the work  performed by Contractor to the date of cessation
of  work,  including  any  Post  Termination  Performance.  If Post  Termination
Performance  results in completion of a Statement of Work,  then Buyer shall pay
therefor according to the terms thereof and this Agreement. For any Services and
Deliverables  remaining incomplete at the time of cessation of work, Buyer shall
pay Contractor as follows,  subject to Buyer's rights under this  Agreement.  To
the extent that such Deliverables and Services were to be provided on a time and
materials  basis,  then Buyer shall pay  Contractor for the hours worked and the
materials  used in  accordance  with this  Agreement to the date of cessation of
work pursuant to the termination  notice.  To the extent that such  Deliverables
and Services  were to be provided on a fixed price  basis,  then Buyer shall pay
Contractor  project  fees  for the  hours of work  completed  by  Contractor  in
accordance with the Agreement based upon Contractor's  standard hourly rates for
the personnel  who  performed  the work,  but not to exceed in the aggregate for
each project  (and for this purpose any change order will  constitute a separate
project) an amount  determined  as the product of the fixed fee for that project
and a fraction,  the  numerator of which is the number of days (not greater than
the denominator) from the date of


                                       12

commencement  of  the  Services  being   terminated   until  the  date  of  such
termination, and the denominator of which is the originally anticipated duration
of that project.

         (c)  Upon  termination  of this  Agreement  or any  Statement  of Work,
Contractor shall deliver to Buyer copies of all materials  constituting its work
product and  documentation of any incomplete  Deliverables,  and (c) Buyer shall
receive an irrevocable,  fully transferable,  royalty-free non-exclusive license
to make,  use,  sell,  copy,  distribute  or make  derivative  works  from  such
incomplete  Deliverables,  "as is" and without  warranty of any sort (other than
the warranties against  infringement  contained in this Agreement) provided that
all right, title and interest of Contractor in New Developments  incorporated in
the incomplete  Deliverables,  have been or as of the termination  date, will be
assigned to Buyer pursuant to Section 4.3.

         (d) In the event of any  termination of this Agreement or any Statement
of Work,  Contractor  will return to Buyer all  materials  provided by Buyer and
transfer  and deliver to Buyer all work  product and work in process of any kind
produced by  Contractor in  connection  with this  Agreement or the Statement of
Work and comply with the portions of this Agreement that survive  termination as
described in Section 8.9(a).

8        General Provisions

         8.1    Applicable Law, Interpretation.

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of California and applicable  federal law in effect on the
date of this Agreement.  The captions and headings used in this document are for
convenience  of  reading  only and are not to be used in the  interpretation  or
construction of this  Agreement.  This Agreement is not subject to (i) Article 2
of  the  Uniform   Commercial  Code,  (ii)  the  Uniform  Computer   Information
Transactions  Act, or (iii) the United  Nations  Convention on Contracts for the
International Sale of Goods.

         8.2    Compliance with Laws.

         Both  parties will comply with all  applicable  laws,  regulations  and
treaties, including (without limitation) including all such laws and regulations
pertaining to imports and exports (such as the U.S. Export  Administration Act).
Without limiting the foregoing,  Contractor will take reasonable steps to comply
with all  applicable  legal and regulatory  requirements  in effect from time to
time related to security, data protection,  data processing and confidentiality.
Upon request,  Contractor  will  demonstrate to Buyer its compliance  with these
requirements.

         8.3    Severability.

         In the  event  that any  portion  of this  Agreement  shall  be  deemed
unenforceable,  the  remainder of the  Agreement  shall remain in full force and
effect,  unless  elimination  of the  unenforceable  portion would result in any
material  failure of the remainder of the Agreement to reflect the intent of the
parties.

         8.4    Assignment.

         This  Agreement  may not be  assigned  by a party  without  the written
consent of the other party,  except that Buyer may assign this Agreement and any
Statement of Work to any of its  affiliates,  or to any transferee in connection
with the sale of all or substantially all of its business or assets.

                                       13
<PAGE>
         8.5    Duty to Act Reasonably.

         The parties shall deal with one another in good  faith.  Whenever this
agreement  requires or contemplates any action,  decision,  consent or approval,
the parties shall act  reasonably and in good faith and (unless the parties have
expressly  agreed in  writing  to some  other  discretionary  standard)  may not
unreasonably withhold or delay any such action, decision, consent or approval.

         8.6      Disputes.

         (a) In the event of any dispute concerning the  interpretation,  breach
or threatened  breach of this  Agreement,  the parties  shall each  designate an
executive,  who shall then meet and confer,  in  confidence,  to attempt in good
faith to resolve all  outstanding  differences  between the parties (and none of
the proposals,  counter-proposals  or statements made during their  negotiations
shall be admissible for any purpose in any later proceeding).  These discussions
will be treated as confidential settlement discussions.

         (b) If  negotiated  resolution  has not been reached  within 14 days of
commencement of such  conversations,  then either party may require the other to
participate  in nonbinding  commercial  mediation  proceedings  before a neutral
mediator acceptable to each party. Each party will participate in such mediation
in good faith in an effort to resolve their  differences.  The mediation will be
treated as a confidential  settlement discussion.  The mediator will not testify
for either party in any later proceeding related to the dispute. No recording or
transcript will be kept of the mediation  proceedings.  Each party will bear its
own expenses  incurred in mediation.  The fees and expenses of the mediator will
be shared equally by the parties.

         (c) If the parties are unable to resolve the dispute  within 30 days of
commencement  of mediation  (or within 30 days of  commencement  of  discussions
under Section  8.6(a) if no mediation is  commenced),  then (except as otherwise
provided  below)  all  disputes  that  arise  from or relate to this  agreement,
including without limitation any issue regarding the extent to which any dispute
is subject to  arbitration  and the  applicability  or  enforceability  of these
dispute resolution procedures, shall be decided by binding arbitration in Orange
County,  California under the Commercial  Arbitration Procedures of the American
Arbitration Association, before a sole arbitrator, who shall be an attorney or a
retired  judge  with at  least  fifteen  (15)  years of  legal  experience  with
transactions similar to those contemplated by this Agreement.  During the twenty
(20) days following the commencement of an arbitration, the parties will consult
to define  and limit the  issues  and will  exchange  those  documents  or other
evidence each intends to use at the arbitration to support its case, and provide
each other with names of all proposed witnesses. Each party shall be entitled to
select and take the  deposition  of no more than three (3) persons in connection
with  the  arbitration.   Each  party  shall  cooperate  fully  in  facilitating
discovery. Evidence in the arbitration will be limited to statements of counsel,
documents   disclosed  during  the  20-day  period   mentioned  above,   written
submissions of witnesses  identified  during such period,  and live testimony of
not more than three (3) witnesses for each side. The arbitrator's decision shall
be  final,  and  may be  confirmed  by the  judgment  of a  court  of  competent
jurisdiction.  However,  any  dispute  concerning  Confidential  Information  or
intellectual  property may, at either party's election, be decided by a court of
competent jurisdiction in Orange County, California, as provided below, and upon
commencement  of any such  proceeding,  any  arbitration  then pending  shall be
stayed,  insofar  as  it  concerns  Confidential   Information  or  intellectual
property.  The arbitrator shall have no power or authority to award exemplary or
punitive  damages,  or non-monetary or equitable  relief of any sort. Each party
reserves the rights to (i) seek  provisional  remedies from a court of competent
jurisdiction and (ii) to litigate disputes concerning  Confidential  Information
or intellectual property in courts of competent jurisdiction, as provided below.
All aspects of the arbitration and any award shall be confidential.  Neither the
parties nor the arbitrator may disclose the existence, content or results of the
arbitration,   except  as   necessary   to  comply  with  legal  or   regulatory

                                       14
<PAGE>

requirements.  Before  making any such  disclosure,  a party  will give  written
notice  to all  other  parties  and  shall  afford  such  parties  a  reasonable
opportunity to protect their interests.

         (d) All  proceedings  concerning  (i)  provisional  remedies,  (ii) the
interpretation,  performance,  breach  or  threatened  breach  of  the  parties'
contractual  and  legal  obligations   concerning   intellectual   property  and
Confidential  Information and (iii)  confirmation of any arbitral award shall be
litigated and decided  exclusively  in  California  or federal  courts in Orange
County,  California.  This  choice of venue is  intended  by the  parties  to be
mandatory and not permissive,  thereby  precluding the possibility of litigation
between the parties  with  respect to or arising  out of this  Agreement  or any
Statement of Work in any other  jurisdiction or venue.  Each party hereby waives
any right it may have to assert  the  doctrine  of forum  non  conviens  or any
similar doctrine or to object to venue with respect to any proceeding brought in
accordance with this  paragraph,  and stipulates that the California and federal
courts located in Orange County,  California shall have in personam jurisdiction
over  each of them  (and  their  respective  indemnitees)  for  the  purpose  of
litigating  any such  dispute,  controversy  or  proceeding.  Each party  hereby
authorizes and accepts service of process  sufficient for personal  jurisdiction
in any  action  against  it as  contemplated  by this  action by  registered  or
certified mail, return receipt  requested,  postage prepaid,  to its address for
the giving of  notices  as set forth in this  Agreement.  Nothing  herein  shall
affect the right of any party to serve process in any other manner  permitted by
law.

         (e) In the event of any breach or threatened  breach of Section 5.4, or
the  provisions  of  this  Agreement  concerning  Confidential  Information  and
intellectual  property,  the parties acknowledge that monetary damages may be an
inadequate   remedy  and  the  innocent  party  may  suffer   irreparable  harm.
Accordingly, those provisions may be enforced, without following the alternative
dispute resolution  procedures set forth herein, by appropriate equitable relief
pursuant  to  Section  8.6( d),  upon a  showing  that the  moving  party has no
adequate legal remedy, is likely to suffer irreparable harm, and satisfies other
applicable requirements for equitable relief.

         (f) During the pendency of any arbitral or court proceeding, each party
shall bear its own  attorneys'  fees and costs,  and the parties  shall each pay
half the  arbitration  costs.  The prevailing  party in any arbitration or court
proceeding  under this  Agreement will be entitled to recover its fees and costs
incurred in the arbitration or proceeding  (including  attorneys and arbitration
fees and costs) from the  nonprevailing  party,  provided that the arbitrator or
judge has the  discretion to determine  that there is no prevailing  party or to
eliminate or reduce the prevailing party's recovery of its fees and costs to the
extent that the arbitrator or judge  determines that full recovery thereof would
be  unreasonable  or  disproportionate  to the harm  suffered by the  prevailing
party.

         8.7    Notices.

         Any  notice  required  or  permitted  under  this  Agreement  shall  be
effective on delivery or five (5) days after mailing if given by certified mail,
return receipt requested, postage prepaid, and addressed to the respective party
at the  addresses  below or such other address as the party may designate to the
other party by notice complying with this provision.

Notice to Contractor:

                          Web Tools International, Inc.
                         4440 Von Karman Ave., Suite 125
                             Newport Beach, CA 92660
                            Attention: Dennis Vadura
                            Telephone: (949) 200-4000
                            Facsimile: (949) 200-4005

Notice to Buyer:

                                 AccuPoll, Inc.
                         4440 Von Karman Ave., Suite 125
                         Newport Beach, California 92660
                             Attention: Frank Wiebe
                            Telephone (949) 200-4000
                            Facsimile (949) 200-4005

         8.8    No Third Party Beneficiary.

         Nothing in this  Agreement  is intended to confer on rights,  benefits,
remedies,   obligations  or  liabilities  on  any  person  (including,   without
limitation,  any  employees  of the  parties)  other  than the  parties or their
respective successors or permitted assigns.

         8.9    Survival, Limitations.

         (a)  Notwithstanding  the expiration or termination of this  Agreement,
those rights and obligations which are stated to survive pursuant this Agreement
or which by their nature are intended to survive such  expiration or termination
shall so survive, including (without limitation) Sections 3.2, 4, 6, and 8.

         (b) Except as otherwise  expressly  provided  below,  neither party may
bring any action or commence  any  arbitration  arising from or relating to this
Agreement  more than one year after the claim arose,  was  discovered (or should
have been discovered with reasonable diligence),  whichever is later. Contractor
may not bring an action  for  nonpayment  more than one year  after the date the
last payment was due.

         (c)  Section  (b) shall not  apply to  claims  concerning  intellectual
property  and  Confidential  Information,  which shall be subject to  limitation
periods provided by law.

         8.10   Waiver of Breach.

         The waiver of a breach of this  Agreement  or the failure of a party to
exercise any right under this Agreement shall in no event constitute a waiver as
to any other breach,  whether  similar or  dissimilar in nature,  or prevent the
exercise of any right under this Agreement.

         8.11   Entire Agreement.

         (a) This Agreement,  together with all Statement(s) of Work, schedules,
and exhibits constitutes the entire agreement of the parties with respect to its
subject  matter,  supersedes  any  and  all  prior  proposals,   agreements  and
understandings of the parties, whether written or oral (provided that this


                                       16
<PAGE>

provision shall not exclude  liability for fraudulent  representation),  and may
not be  amended  except by a  writing  signed  by the  party  against  whom such
amendment  is charged.  Neither  party is relying  upon any  representations  or
inducements not specifically set forth in this Agreement.

         (b) All Statement(s) of Work, schedules,  and exhibits are incorporated
in this Agreement.  All such contract documents shall be construed consistently,
to the extent reasonably possible,  but if any inconsistency may appear then (A)
the  Agreement  shall  override  conflicting  terms and  conditions of the other
documents,  but (B) other  documents,  executed  after the effective date of the
Agreement,  shall supersede  conflicting terms of this Agreement,  to the extent
that they describe particular  Services,  payment terms,  service commitments or
other  obligations for particular  Deliverable(s),  phase(s) or aspect(s) of the
Services performed by Contractor.

         8.12   Signatures; Counterparts.

         Facsimile and electronic signatures on this Agreement and Statements of
Work will have the same effect as originals,  and this  agreement and Statements
of Work may be executed in duplicates and  counterparts,  each of which shall be
effective as an original for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date set forth above.

                                Web Tools International, Inc.

                                By: /s/ Dennis Vadura
                                     --------------------------------------
                                Name:  Dennis Vadura
                                Title:  CEO

                                AccuPoll, Inc.

                                By:  /s/ Frank Wiebe
                                     ---------------------------------------
                                Name:  Frank Wiebe
                                Title:  President

                                       17
<PAGE>


                                  Exhibit A to
                            Master Services Agreement

                                   BASIC RATES

Basic rates in U.S. dollars.

System Engineer                    $100 per hour
System Analyst                     $100 per hour
Senior System Engineer             $140 per hour
Senior System Analyst              $140 per hour
Technical Architect                $160 per hour
Senior Technical Architect         $180 per hour
Project Manager                    $160 per hour
Senior Project Manager             $180 per hour
Technical Writer                    $80 per hour
Graphic Artist                      $50 per hour

                                       18

<PAGE>


                                  Exhibit B to

                            Master Services Agreement

                            STATEMENT OF WORK No. [1]
                                       to
                            MASTER SERVICES AGREEMENT
                                     between
                          Web Tools International, Inc.
                                       and
                                 AccuPoll, Inc.

         Any  capitalized  terms  used in this  Statement  of Work  that are not
defined in this Work Order shall have the meaning  assigned to such terms in the
Agreement.

         This  Statement  of Work is entered  into as of the- last date  entered
below by and between  Contractor  and Company,  pursuant to the Master  Services
Agreement  entered into  between the parties on  September 1, 2001,  who further
agree as follows:

     1. STATEMENT OF WORK

         Contractor  shall provide the following  Deliverables  on a fixed price
basis:

     o    Contractor  will  develop  the  voting  station  application  software
          excluding  the voting key (i.e.,  smart  card  reader)  interface  and
          support for disabled voters as per the  specifications  agreed to with
          the Buyer.
     o    Contract will design and  manufacture  two  functional  voting station
          prototypes  that can be used for product  demonstration  and marketing
          purposes as per the specifications agreed to with the Buyer.
     o    Marketing materials for the AccuPoll voting system.

     2. STANDARDS

         The  specifications  applicable to the  Deliverables  to be provided by
Contractor are as follows:

     o    High-level functional requirements for the voting station application.
     o    High-level  architecture  design for the voting  station  and  overall
          AccuPoll voting system.
     o    Picture and  high-level  design  schematics  for the  physical  voting
          station  provided  to the  Buyer by the  Buyer's  production  hardware
          manufacturer.

         The  purposes  to be served  or  results  to be  achieved  through  the
Deliverables to be provided by Contractor are as follows:

     o    Contractor   will  develop   Linux,   Java  and  XML  based   software
          implementing  the AccuPoll voting station  application,  excluding the
          integration  of the voting key  interface  and  support  for  disabled
          voters.
     o    Contractor   will  produce  two  fully   operational   voting  station
          prototypes  loaded  with  the  AccuPoll  voting  station   application
          software and sample ballot.
     o    Buyer is responsible for the testing of the voting station application
          software and operational testing of the voting station  prototypes.
<PAGE>

     o    Contractor  will provide support to Buyer for four (4) weeks following
          the  delivery of the voting  station  application  software and voting
          station  prototypes.  A maximum  of 4 hours per week will be  provided
          under this SOW.
     o    Contractor will provide to Buyer marketing  materials (three two-sided
          brochures) as per the specifications provided by Buyer.

         3.       COMPENSATION

         The Company agrees to pay Contractor for the  satisfactory  performance
of services as follows:

         In no event will the total amount  payable under this Statement of Work
exceed $110,500  without written consent from Buyer. The Contractor will be paid
based on the successful achievement of the following milestones:

     1.   Delivery  of the  voting  station  software  and  one  voting  station
          prototype  for Buyer testing by January 25, 2002.  Contractor  will be
          paid $85,000 for this milestone.

     2.   Delivery of the second  voting  station  prototype  and the  marketing
          materials  by January 31,  2002.  Contractor  will be paid $25,500 for
          this milestone.

In addition to the types of expenses  listed in Section 2.4, the following shall
be Reimbursable Expenses:

     o    None in this statement of work.

Buyer will not reimburse  expenses in excess of $0 in the aggregate unless Buyer
approves such expenses in advance in writing.

         4. TERM OF THE AGREEMENT

         This Statement of Work shall remain in effect for the period  beginning
December  1, 2001 and  ending  January  31,  2002,  subject  to the  termination
provisions of the Agreement.

Agreed to and Accepted by:

Contractor                                           Buyer

By  /s/ Dennis Vadura                                By  /s/ Frank Wiebe
Print  Dennis Vadura                                 Print  Frank Wiebe
Title  CEO                                           Title  President
Date  12/31/01                                       Date  12/31/01