SERVICE AGREEMENT
                              Number: 2000-100/001
                             Date: February 7, 2000

------------------------------------------- ------------------------------------
Show Management                             Service Provider

------------------------------------------- ------------------------------------
------------------------------------------- ------------------------------------
American Show Management                    bCard, Inc. - d.b.a. bCard.net
17700 SW Upper Boones Ferry Road, Suite 120 407 - 555 Richmond Street West
Portland, OR 97224                          Toronto, ON  M5V 3B1
Tel: 503/968-1123 - Fax: 503/670-6275       Tel: 416-507-9995- Fax: 416-507-9989
------------------------------------------- ------------------------------------
------------------------------------------- ------------------------------------
Client Contractual Contact:                 bCard Contractual Contact:
Andrea Lowery, Vice President, Operations   Dan Blair, General Manager
Direct Line: 503/670-6128                   Direct Line: 416-507-9995
Email: andrea@asmcorp.com                   Email: dblair@bcard.net
------------------------------------------- ------------------------------------


SHOWS:            ASM's ITEC & Technology Showcase Events for 2000, 2001 & 2002
                  See Attachment A for list of shows covered by this agreement
SHOW DATES:       2000, 2001 & 2002 - See Attachment A for date of shows
LOCATION:         See Attachment A for location of shows

ADDITIONAL CLIENT CONTACTS:
Teresa Adams, Director, Operations - 503/670-6129 - email:teresaa@asmcorp.com
Kris McKinney, Director, Operations - 503/670-6130 - email:krisp@asmcorp.com
--------------------------------------------------------------------------------

I.       EXECUTIVE SUMMARY

         bCard  Inc.,  hereinafter  referred  to as "bCard"  and  American  Show
         Management,  hereinafter  referred to as "ASM", agree to ASM's purchase
         of registration  and data management  services for the events described
         in  Attachment  A, herein  referred to as "events"  (ITEC &  Technology
         Showcase  events)  , on the  terms  and  conditions  set  forth in this
         Service Agreement, hereinafter referred to as "Agreement".

         bCard  will use the  best  available  technology  and  follow  accepted
         industry   standards  to  provide   comprehensive,   professional  data
         management  services to help ASM and its  exhibitors  enhance the event
         experience.  bCard ensures quality,  speed, accuracy and reliability in
         its services and products. Registration processing will be handled in a
         quick and  efficient  manner  by  providing  on-site  self-registration
         systems  and web centric  data  management  solutions.  bCard will also
         provide  valuable  services to exhibitors to enhance their contact with
         customers  and sales leads  generated  at the  events.  A key factor in
         bCard's  registration  process  will  be the  issuance  of a  bCard,  a
         universal  electronic  business  card for trade shows and  events.  The
         bCard is the key to several services made available to events and their
         exhibitors such as lead retrieval and lead follow up.

         The  following  agreement  sets  forth  the terms  and  conditions  for
         providing  ASM  with   registration,   exhibitor  and  data  management
         services.

II.      GENERAL INFORMATION

         2-1. Attendance Forecast:  See Attachment A for estimated attendance by
         event

         2-2.  Number of Exhibiting  Companies:  See  Attachment A for estimated
         number by event

III.     ADVANCE REGISTRATION SERVICES

         3-1. ACCOUNT MANAGEMENT:  bCard will assign an Account Manager (AM) and
         a MIS  Manager:  The AM will be  responsible  for  the  management  and
         servicing of ASM's events. The AM will coordinate all  pre-registration
         and post show procedures. The MIS manager will ensure compatibility and
         will

<PAGE>

         customize  software  and  hardware  to ASM needs.  During  the  advance
         registration  period,  bCard  will plan  along  with ASM for all of the
         items  associated  with the badging of Exhibitors  and Attendees at the
         events. bCard and ASM will define a data transfer schedule for setup of
         onsite registration production.  During the planning period, such items
         as registration  forms, lobby layout,  signs and other services will be
         defined and documented by the bCard Account  Manager in accordance with
         ASM's schedules. Deadlines defined jointly with ASM.

         3-2. ADVANCE ATTENDEE AND EXHIBITOR REGISTRATION:

                  ASM  only  offers  internet-based   pre-registration  with  no
                  physical  forms  to be data  entered.  ASM  will  host its own
                  website  for  web  based   registration   screens.   ASM  will
                  incorporate  bCard  holder  login for event web  registration.
                  ASM's MIS department  will create  pre-registration  databases
                  for each event.  This information will be transferred to bCard
                  electronically.  The electronic data transferred from/to bCard
                  to/from ASM via Internet will comply with the following:

                  3-2a.  bCard will assist ASM in  developing  lists for advance
confirmation mailings to aid in marketing these events. Charges for this service
are not included in this agreement.

                  3-2b.  This data will  always be in a format  mutually  agreed
upon by bCard and ASM. The common database will include all fields at all times.
Any revision to the format will have to be fully documented and approved by both
parties.

                  3-2c.  In order to  properly  interface  with  ASM's  internal
systems,  bCard will setup an extranet home page for ASM, which will be password
and user,  protected.  bCard will set up an account/mailbox  and password on the
in-house  server for each event.  bCard will provide all  information  regarding
data  communication  and  interface.  bCard will also provide  necessary  system
integration expertise to properly develop a data plan designed to share attendee
and exhibitor information  throughout the systems. bCard has extensive knowledge
in registration data transfers to and from client's systems.

                  3-2d. Should ASM elect to send  pre-registration  materials in
advance of any event all USPS mailing costs (if any) will be the  responsibility
of ASM and will require ASM approval.

         3-3.     PAPER BADGE PRINTING SPECIFICATIONS:

                  Paper badges to all attendees. Suggested format as follows: It
                  is  understood  that ASM will  sell  sponsorship  space on the
                  paper badge stock (see Supplies section).

                  Line 1: Company Name
                  Line 2: First Name and Last Name
                  Line 3: Title

                  Line 4: Attendee -Number (flush left) or Exhibitor - centered
                  (EXHIBITOR  reversed out)

                  When  official  badge stock is depleted,  bCard will use blank
                  paper stock.

         3-4.  bCard(R)  ELECTRONIC  BUSINESS CARDS  SPECIFICATIONS:  bCard will
provide the necessary  quantities of pre-printed  bCard's which will include the
bCard(R) logo. bCards will be printed with the cardholder's  first and last name
as well as with a unique bCard number and expiration  date. The card will have a
3-year  validity.  bCard's'  chip  will  be  encoded  with  all  basic  attendee
information to include fax, email and all or selected demographics, registration
codes and show code.  A loyalty  program  around  multiple use of the bCard with
issuance of bCard points  pre-purchased by exhibitors will ensure continuous use
of the card thus  providing  great  exposure  for the ASM brands.  These will be
provided without charge and an agreement to generate  sponsorship  revenues will
be included in this agreement.

         3-5.     ADVANCE SCHEDULE

                  Dates and Times are as follows:

                  Date of receipt of first  pre-registration  data: Friday 12:00
                  Noon MST before each event

<PAGE>

                  Date of second and last receipt of pre-registration data: 5:00
                  PM local time on  Exhibitor  move-in day Date for  download of
                  exhibitor data:  Friday 12:00 Noon MST before each event.  ASM
                  pre-registration cut off date: 5:00 PM local time on Exhibitor
                  move-in day. After the cut off date, registration will have to
                  occur on-site

IV.      ON-SITE REQUIREMENTS

         4-1.     DATA ENTRY, PROCESSING AND REPORTING:

                  4-1a.  Record  Content:  Attendee  record changes (if any) and
                  "last minute" records from the advance  registration data will
                  be given to bCard by ASM. It is  imperative  that ASM does not
                  modify a record  structure  unless  agreed by both parties and
                  necessary database structure upgrades have been implemented by
                  bCard.

                  4-1b.  Data Entry:  bCard will use a  self-registration  setup
                  where  most  input   stations  are  made  available  to  users
                  directly.

                           As a general  rule  bCard will  require  input of the
                  full  content  of a  registration  form prior to  producing  a
                  badge.  However,  in order to cope  with  unexpected  surge in
                  on-site  attendance,  bCard will,  upon agreement with the ASM
                  operations  staff  on-site,  switch  to a  short  form  input,
                  whereby  demographics are skipped.  It is understood that this
                  process will be limited to very short time frames and both ASM
                  and bCard understand the importance of collecting demographics
                  prior to generating the badges.  For those attendees that will
                  not be  required to complete  demographics  on the  computers,
                  they will be asked to complete a demographic  card (which will
                  include space to write the reg ID # and  first/last  name) for
                  input later.

                  4-1c. Badge  correction and replacement:  on line database for
                  both exhibitors and attendees  available on bCard registration
                  system.  Full  data  base  look  up and  editing  capabilities
                  throughout the registration system(s):  bCard networks all its
                  NT servers via  Ethernet - TC/PIP with  database  mirroring to
                  ensure   ongoing   operation.   Usual  setup  is  based  on  a
                  client/server  approach whereby each server writes to at least
                  one other on the network.  This way the complete show database
                  is being stored on several  servers at all times.  There is no
                  degradation in the speed of a record lookup.

                  4-1d.   On-site   Reporting:    bCard   will   provide   basic
                  pre-determined  online  counts to ASM  accessible  through the
                  server.  ASM and bCard will jointly define the type of reports
                  required.

                           1.       Twice daily reports,  12:30 AM and 4:00 P.M.
                                    summarizing  pre-reg and on-site attendance.
                           2.       Only ASM operations  staff are authorized to
                                    receive the on-site daily count reports.

                  4-1e.  On-Site Cash  Management:  ASM will handle the cash and
                  cashiers management on-site.  Attendees  purchasing an on-site
                  entrance will receive from the cashier a pre-printed  numbered
                  ticket.  Registrants  will  key  in  the  number,  which  will
                  automatically define the registration category.

                  4-1f. On-Site Processes:

                  o    Pre-registered   attendees  with   confirmations,   bCard
                    holders    and    exhibitors    will    go    directly    to
                    self-registration.  Exhibitors  will not be able to register
                    on-site  from  9:00 AM to  11:00  AM on day 1 of the  event.
                    Special  generic  badges will be  distributed  to allow them
                    access to the exhibit  floor during the morning rush period.
                    They will be  instructed  to return  later to  complete  the
                    registration process.

                  o    Onsite  Registrants  with  a  ticket  will  go to  onsite
                    self-registration.

                  o    Onsite  Registrants   without  tickets  will  go  to  the
                    information booth and then onsite self-registration.

                  o    Registrants with questions will go to Badge Correction.

<PAGE>

                  o    Registrants needing changes will go to Badge Correction.

                  Paper   badges  and  bCard's  are  produced  at  badge  making
                  stations.  Badge  holders  are  handed out  concurrently  with
                  badges.

         4-2.     REGISTRATION AND BADGING EQUIPMENT:

                  There are four pieces of equipment, that bCard will provide in
                  various   quantities,   to   properly   perform   its  on-site
                  registration services:

                      o    Self-Registration/Typing  Stations:  these are Laptop
                           PC's (Pentium)
                      o    Computer Servers: these are NT Pentium based machines
                           with  high   capacity   drives   loaded   with  bCard
                           registration management software.
                      o    bCard Printer/Encoders:  these are industrial thermal
                           printers  and  encoders   specifically  designed  for
                           credit card type  badges.  Print in 300 dots per inch
                           and encode in high density.
                      o    Thermal  Printer:  these  are high  debit  industrial
                           thermal  printers   specifically  designed  for  3x4"
                           continuous thermal paper badges.

                  Additional  equipment  requested  by ASM  for  events  will be
                  provided if  available  and will be charged  according  to the
                  pricing schedule provided in this agreement.

         4-4.     PERSONNEL - bCard REGISTRATION MANAGERS

                  bCard staff will install and maintain the equipment, train the
                  temporary  registration  personnel,  oversee the  registration
                  area, and manage the registration  process under the direction
                  of ASM.  bCard will staff ASM's events as follows for a period
                  not to exceed 4 working  days (not  including  travel  day) as
                  follows,  but both  parties  will  mutually  agree  upon final
                  number  of bCard  staff  on-site  at least 3 months  from each
                  show. If multiple  registration areas are added staff may have
                  to be increased.  Any request by ASM for additional staff will
                  be charged  according to the pricing schedule included in this
                  agreement:

                  bCard will charge for its registration  staff based on a daily
                  rate of $400 for any  additional day above the 4 working days,
                  which will  include one extra  working day at no charge.  This
                  fee does not  include  housing,  which is to be covered by the
                  client - not to exceed 5 days per event except for shows which
                  may  require  one extra  room  night.  Travel and per diem are
                  included in the bCard fee.

                  bCard will  schedule  one  supervisor  for  events  under 4800
                  attendees  and with less than 50 units of lead  retrieval  and
                  two  supervisors  when attendance is greater than 4800 or more
                  than 50 lead retrieval units are rented.

         4-5.     MOVE IN AND OUT SCHEDULE:

                  Suggested date and time are as follows:  (actual schedule will
                  be determined  jointly and will be confirmed in writing at the
                  latest 6 weeks from each  show).  It is  estimated  that bCard
                  staff will spend an average of 4 days at each show.
<TABLE>
<CAPTION>
                  ---------------------- ---------------------------------------- -------------------------------
                   Day in 2000            Action                                   Hours
                  ---------------------- ---------------------------------------- -------------------------------
                  <S>                     <C>                                      <C>
                   Decorator Move-in      Arrival of bCard Staff                   10:00 AM
                  ---------------------- ---------------------------------------- -------------------------------
                   Decorator Move-in      Move-in and Set-up                       10:00 AM - 6:00 PM
                  ---------------------- ---------------------------------------- -------------------------------
                   Exhibitor              Exhibitor Self Registration Open         8:00 AM - 7:00 PM
                    Move-in
                  ---------------------- ---------------------------------------- -------------------------------
                   Day 1                  Typist Training                          7:00 AM - 8:00 AM
                  ---------------------- ---------------------------------------- -------------------------------

<PAGE>

                  ---------------------- ---------------------------------------- -------------------------------
                   Day 1                  All Registration Open                    8:00 AM - 4:00 PM
                  ---------------------- ---------------------------------------- -------------------------------
                   Day 2                  All Registration Open                    8:00 AM - 4:00 PM
                  ---------------------- ---------------------------------------- -------------------------------
                   Day 2                  Dismantling                              4:00 PM
                  ---------------------- ---------------------------------------- -------------------------------
</TABLE>

V.       EQUIPMENT FREIGHT, STAFF TRAVEL AND LODGING

         5-1.     Freight  maximum:   bCard  will  coordinate  and  arrange  for
                  shipping to and from each location and will charge  freight as
                  part of total fee to ASM. Any freight incurred for shipping of
                  additional  equipment,  materials,  supplies  and other  items
                  specifically requested by ASM outside of this proposal will be
                  the  responsibility  of ASM  and  require  ASM  approval.  All
                  courier services charges will be the responsibility of ASM and
                  will require ASM approval.

         5-2.     ASM will  provide  housing  for all  bCard  Account  Managers.
                  Housing shall be at ASM's discretion but every attempt will be
                  made to ensure that the housing  will be of adequate  category
                  and in the  proximity  of the show site.  Room(s) will be made
                  available from the evening prior to decorator  move-in through
                  the evening of day 2.

VI.      FINAL DATA PROCESSING AND REPORTING

                  6-1a.    bCard to remove  invalid  records and  validate  data
                           fields (if any).

                  6-1b.    bCard will remove  duplicates.  Deduping  key used by
                           bCard is as a  standard  Name and Zip Code and when a
                           match occurs last record is kept.

                  6-1c.    The  complete  database  is to be  delivered  to  ASM
                           within 10 working days after the close of the event.

                  6-1d.    bCard will produce  report formats as agreed and post
                           them on the web.  Final  reports  will be accessed on
                           the Web

                           ONSITE:
                             o   Counts twice daily (see section 4-1d)

                           POST SHOW:
                             o   Full database
                             o   As agreed with Marketing and posted on the web
                             o   Ad Hoc Request upon mutual approval and with a
                                 minimum 10 days warning.

VII.     EXHIBITOR SERVICES - LEAD MANAGEMENT AND FOLLOW UP SYSTEMS

     bCard will provide  several lead gathering  devices,  on an optional rental
     basis,  to event  exhibitors.  bCard will absorb all costs of marketing the
     retrieval systems to exhibitors.  bCard to provide customized exhibitor kit
     material  to ASM for  inclusion  in the  event  Exhibitor  Kits,  breakfast
     packages and on-demand in-house requests at pre-determined  dates. bCard is
     to make an  additional  mailing,  one  telemarketing  campaign  and one fax
     broadcast.  ASM to provide bCard with each of the events exhibiting company
     database  and any update  starting 10 weeks from the show.  bCard will also
     provide on-site assistance at all time for the delivery of the machines and
     technical  support for the users.  bCard will bring necessary  equipment on
     site (at least pre-show  orders + sufficient  replacements  and 15% for new
     on-site sales). There are several options:
<TABLE>
<CAPTION>
    --------------------------------------------------------------------------------------- ------------------------
    Product Description                                                                     Rental Cost
    --------------------------------------------------------------------------------------- ------------------------
    <S>                                                                                     <C>
    bCard PC Solution:  bCard badge reader with software and cable.  It connects            Advance
    directly to a computer.  The First  Contact lead  qualification  software is            $235
    programmable  by the  exhibitor:  one can enter the list of sales people,  a            On-Site
    list of products,  a list of follow up actions, a list of free questions and            $290
    a note mode. Software allows for daily reporting and editing.
    --------------------------------------------------------------------------------------- ------------------------

<PAGE>

    --------------------------------------------------------------------------------------- ------------------------
    bCard Hand-Held  Solution:  Hand-held  battery operated unit with integrated            Advance
    bCard reader and  user-friendly  software.  The user simply swipes the bCard            $235
    badge and the record is displayed on the screen. The user than uses a pen to            On-Site
    touch the  appropriate  buttons to qualify  the lead.  A standard  four-page            $290
    questionnaire  is provided.  Machines are  automatically  downloaded  at the
    exhibitor  services desk.  Exhibitors can obtain download on diskettes or as
    an option, after the event, on paper.
    --------------------------------------------------------------------------------------- ------------------------
    bCard Follow Up : A new way to communicate  product information via the Web.            Advance
    bCard  operates a web server  and will send to  attendees  who have an email            $200
    address or have a fax number an email with embedded URL address. Buyers will            On-Site
    receive an email  thanking  them for  participating  at the show and it will            $200
    list each  product  that the buyer has  indicated  an interest  for with the
    related live web address. A buyer receiving this email can immediately click
    on the  URL  and it  will go to the web  site  to  obtain  and  display  the
    information.
    --------------------------------------------------------------------------------------- ------------------------
    bCard Interactive: From hardware to software, bCard Interactive stations are            Call for
    compatible with most badging technologies  available today (magnetic stripe,            Information
    two dimensional bar code, chip cards,  etc.).  bCard Interactive can be used
    from show to show without any need for new training and  re-configuration of
    the lead  collection  system.  bCard  Interactive  also offers  touch screen
    integrated stations, multi-protocol badge reader integration, custom graphic
    user interface, web integration,  bCardPoints Incentive Program integration,
    bCard loyalty information network, ROI analysis: web based reporting, onsite
    technical  assistance,  hardware  acquisition  programs and custom  software
    development.
    --------------------------------------------------------------------------------------- ------------------------
    bCardPoints  -  Incentive  Program:  bCardPoints  is a  new  way  to  reward            Price per Point
    attendees  visiting a booth and it integrates  seamlessly  with bCard follow            $0.04
    up. bCardPoints can be redeemed for miles on several frequent flyer programs            Set up Fee
    (United,  American,  Delta, Northwest and USAir). bCard Holders redeem their            $75
    points  through  their  bCard.net   account  on  the  web.  When  purchasing            Minimum Order
    bCardPoints, lead follow-up is included.                                                $400
    --------------------------------------------------------------------------------------- ------------------------
    bCard  Insurance:  Protects  exhibitor from liability of theft or accidental            Advance
    damage to bCard unit. Must report loss or defect to bCard Exhibitor Services            $25
    desk before show close. To honor insurance policy for units believed stolen,            On-Site
    exhibitor must file a  police/security  report and forward a copy to a bCard            $25
    representative.  Some conditions apply. Speak to a bCard  representative for
    more details.
    --------------------------------------------------------------------------------------- ------------------------
    bCard Concierge  Service: A bCard  representative  will drop off unit to the            Advance Only
    exhibitor's booth and pick up unit at the end of the show. Concierge service            $25.00
    is not available to order onsite
    --------------------------------------------------------------------------------------- ------------------------
</TABLE>

Advance pricing will be in effect until the second Thursday prior to the week of
the event.

VIII.    MATERIALS

    bCardis  responsible for providing all the necessary materials to be used in
    performing its services under this agreement.  It is understood that ASM and
    bCard will keep track of materials.

         8.1.     PAPER:  Thermal paper 3"x4"  continuous.  Printed in PMS color
                  front with artwork  supplied by ASM. ASM will provide  artwork
                  including  Sponsor  logos  to  be  printed.   As  a  standard,
                  ITEC/Technology  Showcase logo and Sponsor  logo(s) will be in
                  the same  color  but  would  constitute  an  additional  plate
                  charge.

                  Quantities for 2000: 237,825 pieces
                  Quantities for 2001: TBD
                  Quantities for 2002:  TBD

<PAGE>

                  Orders will be placed one show at a time unless grouped orders
                  can be arranged.  It is understood that in order to avoid rush
                  charges  (billed  at cost to  ASM),  ASM  will  provide  badge
                  artwork  with  sponsor  logo no later  than 21 days from event
                  move in date.

                  Additional  prices  will  be  as  follows.  Does  not  include
                  shipping from manufacturer to bCard. Priced per thousand.

                  Quantity         1 Color
                  --------         -------
                    3,000           $265
                    5,000           $135
                   10,000           $ 90

                  Blank white stock is $75 per thousand
                  Copy/Color Changes: $75 each
                  Printing Charge for One Additional Color:  $75 plate charge

         8.2.     bCard is not  charging  ASM for the purchase of the bCards and
                  will in essence  subsidize  their  cost.  But the  overall fee
                  charged to ASM includes the printing  /encoding of bCards with
                  paper badges to event visitors.

                  It is also  understood,  that bCard and ASM will  jointly  (or
                  independently)  seek  additional  sponsors  for bCards and the
                  registration  area for the  events.  bCard  will  ensure  that
                  bCards will be printed with the jointly  approved  sponsor(s)'
                  logo(s).

         8.2.1    bCard   Sponsorship:   Schedule  B  attached   represents  the
                  sponsorship  costs for each event on the ASM events scheduled.
                  The cost to ASM is $.40 each. The  calculation  represents the
                  forecast requirements for advance/on-site for attendees and 3%
                  of the exhibitors. If more cards are required additional cards
                  sponsored will be billed to ASM at a rate of $.40 each.

         8.2.2    Operations  Reimbursements:  The  operations  department  will
                  receive a  contract  credit of $250.00  for each  event  where
                  bCard's are sponsored pursuant to schedule B.

         8.3.     BADGE  HOLDERS:  Clear  vinyl - for 3"x4"  paper badge - round
                  corners clip attachment style.

                  Quantities for 2000: 237,825 pieces
                  Quantities for 2001:  TBD
                  Quantities for 2002:  TBD

Orders  will be placed  twice a year to get lower  price.  Additional  price for
badge holder will be as follows.  Does not include shipping from manufacturer to
bCard:

                  Prices per thousand: $175/1000.

                  It is  understood  that  bCard and ASM may  implement  a badge
holder  recycling  process on-site at each event and that bCard will collect and
re-use the badge holders. Used badge holders will not be tallied and will not be
applied against used quantities.

                  Other types of badge  holders are  available and ASM may order
from bCard based on approved quotation.

IX.      ADDITIONAL EQUIPMENT:

                  Prices  for  equipment  requested  by ASM above and beyond the
standard allocation are as follows:

                         ------------------------------ ---------------------
                                Description                Cost per Unit
                         ------------------------------ ---------------------
                         Typing Stations - PC's               $200.00
                         ------------------------------ ---------------------
                         Computer Server                      $500.00
                         ------------------------------ ---------------------

<PAGE>

                         ------------------------------ ---------------------
                         Paper Badge Printer                  $250.00
                         ------------------------------ ---------------------
                         bCard Printer/Encoder                $500.00
                         ------------------------------ ---------------------

                  All requests for additional equipment will have to be approved
by both parties and will require at least a 30 days notice.

X.       SERVICE FEE:

bCard will provide standard services, as described throughout this Agreement for
the fee stated below:

         bCard will perform basic  services  described  above for each of the 52
         ITEC & Technology  Showcase Events produced by ASM listed in Attachment
         A, for a total fee of: $327,964.70

         The above fee includes:

         Badge Stock:  Paper as required  with the  standard  ITEC or TS logo in
         Black  bCards:  Supplied  as required  on-site  for all  events.  Badge
         holders:  237,825 clear plastic badge  holder's  w/clip  Equipment:  As
         described for each show type in above agreement and only within defined
         parameters  bCard  Staff:  As  described  for each  show  type in above
         agreement and only within defined  parameters  Travel:  As described in
         above  agreement  and  only  within  defined  parameters  Shipping:  As
         described  in  above  agreement  and  only  within  defined  parameters
         Software:  As  described  in above  agreement  and only within  defined
         parameters  Data  Processing:  As described in above agreement and only
         within defined  parameters  Reporting:  As described in above agreement
         and  only  within  defined  parameters  Lead  Retrieval  Marketing:  As
         described in above  agreement and only within defined  parameters  Lead
         Retrieval On-Site Management:  As described in above agreement and only
         within defined parameters

         Exhibiting  companies  at ASM  events  per year  base the  bCard fee on
         information provided by ASM that shows an average of 30% pickup of lead
         retrieval  systems.  The current  estimation is that 2100 units will be
         rented in 2000,  with about 1050 in the spring  program and 1100 in the
         fall one.  bCard  reserves the right to  renegotiate  its fee after the
         Spring  Program of 2000, if the amount of unit rented falls below 1000.
         ASM  and  bCard  will  work  in  close  collaboration  to  ensure  that
         exhibiting  companies  at ASM events  take  advantage  of bCard's  lead
         management services.

XI.      DEPOSITS

         8-1.     First Deposit:     Date:  Upon signature             $81,991

         8-2.     Second Deposit:    Date:  May 15, 2000               $81,991

         8-3.     Third Deposit:     Date:  September 15, 2000         $81,991

         8-4.     Fourth Deposit:    Date:  December 8, 2000           $81,991


bCard is to provide  final  invoice  within thirty (30) days of the close of the
last ASM event. The final invoice for services due upon receipt.  Any undisputed
balances delinquent more than 30 days are subject to a 15% APR service charge.

XII.     TERMS AND CONDITIONS

         12.1.    ASM will provide in-hall drayage.

         12.2.    ASM will provide  electrical power to bCard  specifications by
                  noon of the first  registration  set-up day or as agreed  upon
                  per show schedule between ASM and bCard.

<PAGE>

         12.3.    ASM will provide all  registration  furniture  (by noon of the
                  first  registration  set-up day or as agreed  upon  schedule),
                  pipe and drape,  rope and stanchion,  signage and  secretarial
                  chairs for typists.

         12.4.    ASM will provide all registration clerks, badge typists, badge
                  clerks and cashier personnel.  Staffing schedule with adequate
                  time for  training  to be provided  by ASM.  All late  advance
                  registration  work  (if  any)  to be  performed  by  temporary
                  personnel.

         12.5.    ASM  will  provide  a  bCard  Exhibitor  Service  desk  in the
                  registration   area   for   exhibitor    services    equipment
                  distribution and return.

         12.6.    bCard needs to be involved with the floor plan designs for the
                  registration areas. Plans to include furniture, electrical and
                  telephone requirements.

         12.7.    For data  communication,  ASM will  provide a telephone in the
                  registration area by noon on the first registration set-up day
                  or as agreed upon schedule. bCard pays long distance usage.

         12.8.    ASM and  bCard  will  define  jointly  the  type  of  security
                  arrangements  for each  event.  bCard  will  pay for  security
                  services as prescribed when registration is not located in the
                  exhibit hall.  Normally bCard will pay for security  overnight
                  on the evening of exhibitor  registration and overnight on the
                  first day of the  exhibition.  ASM will make all the  security
                  arrangements in conjunction with bCard.

         12.9.    bCard will provide workman's  compensation liability insurance
                  in at least the statutory amount for its employees.

         12.10.   bCard will  provide a complete  post show  database  within 10
                  working days of each show closing.

         12.11    The terms and conditions in this agreement proposal constitute
                  an  offer,  which  shall  remain  open  for  thirty  days.  An
                  acceptance  of this  offer by  American  Show  Management,  by
                  signing  and  returning  the  Signature  page  will  create an
                  agreement  upon the terms  and  conditions  contained  herein,
                  unless otherwise stated in writing and signed by both parties.

         12.12    Future alterations to the terms and conditions of the contract
                  must also be in  writing,  signed by both  parties.  No verbal
                  revisions will be made.

         12.13    The terms and conditions of this  agreement  shall be governed
                  by the  laws of the  State  of Utah.  In any  litigation,  the
                  prevailing  party shall be entitled to,  recover costs of such
                  litigation, including reasonable attorneys fees.

         12.14    In order to reserve the equipment, perform the necessary tasks
                  for advance show preparation and make advance purchases of the
                  necessary show  materials,  the deposits in the amounts in the
                  agreement  are to be  remitted  to bCard on the dates shown in
                  the  quotation.  The final  balance is due upon receipt of the
                  final invoice for services.

         12.15    In  the  event  of  cancellation  of any of  ASM's  52  ITEC &
                  Technology  Showcase events covered in this agreement prior to
                  completion of all services called for in this  agreement,  the
                  amounts (or part of the amounts)  deposited  shall be credited
                  towards a like event.

         12.16    It is understood  that ASM owns and is the sole  proprietor of
                  all the  registration  data processed and handled by bCard for
                  the  events.  The  database  for  each  event  will be kept in
                  bCard's  offices  for a maximum  period  of 18  months  unless
                  instructed otherwise by ASM. bCard will not release any or all
                  data without written authorization by ASM.

         12.17    Long Term Agreement:  This Agreement  reflects special pricing
                  extended to ASM for entering into a three-year  agreement with
                  bCard from 2000 through 2002.  Anything herein to the contrary
                  notwithstanding, bCard may increase its service fee charged in
                  2001 and 2002 by an amount  not to exceed  10% of the  average
                  service  fee per event  charged in the  immediately  preceding
                  year.

<PAGE>

                  To  illustrate:  The average  service fee per event charged in
                  2000  is  $6,307.01  (i.e.,  the  aggregate   service  fee  of
                  $327,964.70  divided by the 52 events). In 2001, the aggregate
                  service fee shall not exceed  $6,937.71  (i.e., a 10% increase
                  over  the  average  service  fee per  event  charged  in 2000)
                  multiplied  by the number of events for which  bCard  provides
                  its  services  hereunder  in 2001 unless the  aggregate  size,
                  nature or the services provided for the events changes.

                  In making  any  service  fee  increase,  bCard  will take into
                  account that an increase in the number of events in any or any
                  succeeding  year may result in  economies of scale to bCard in
                  providing  its  services   under  this   Agreement.   Cost  of
                  additional  supplies may increase in each year by a maximum of
                  CPI of prior 12 months + 3%.

         12.18    Renewal and Termination.  As stated, this Agreement is entered
                  into for a term of three  years  (2000 - 2002) and  covers the
                  ASM events (i) in 2000 which are listed on  Attachment  A, and
                  (ii) in 2001 and 2002,  as set  forth in a written  list to be
                  provided  by ASM to bCard no later that  January of such year,
                  such list to include dates, locations, equipment and personnel
                  needs and estimated supplies requirements.

                  Any  renewal  or  extension  of  this  Agreement   beyond  the
                  three-year  term must be done in  writing  and  signed by both
                  parties.

                  Although the parties contemplate a three-year term, either ASM
                  or  bCard  may  terminate  this  Agreement   without   further
                  liability  prior to the  expiration  of the  three-year  term,
                  effective at the end of a calendar  year,  upon written notice
                  to the other.  Notice shall be given prior to November 30, and
                  such termination shall then be effective on December 31.

                  The parties acknowledge that this Agreement is based upon each
                  party's performance and, accordingly,  each party reserves the
                  right to review the other's  performance between and/or during
                  event  sessions  and propose  revisions  to this  Agreement it
                  deems necessary.

         12.19    Onsite  Performance  goals:  bCard will install a registration
                  process  that  will be  continuously  operational  during  the
                  pre-determined  registration  hours. Except for an act of god,
                  bCard will commit to an on-going  registration  process onsite
                  at all ASM  Events.  If for any  reason,  bCard is  unable  to
                  provide  the  services  outlined  in this  agreement  for ASM,
                  during  calendar  2000 - 2002,  any and all  deposits  made on
                  behalf of ASM will be refunded less expenses incurred to date.

         12.20    Event Cancellation. If ASM decides, in its judgment, to cancel
                  a  scheduled  event,  then  it  may  cancel  bCard's  services
                  hereunder  for such event  with  limited  liability  by giving
                  bCard no less than 60 days'  prior  written  notice.  For each
                  event so canceled,  the aggregate service fee charged by bCard
                  for that year shall be reduced by the average  service fee per
                  event for such year less any prepaid  supplies or  commitments
                  for which bCard is contracted.

<PAGE>

                                 SIGNATURE PAGE

February 4, 2000

bCard Inc.
407 - 555 Richmond Street West
Toronto, Ontario M5V 3B1


AGREEMENT 2000-100/001 BETWEEN BCARD INC. AND AMERICAN SHOW MANAGEMENT.


--------------------------------------------------------------------------------
Acceptance
--------------------------------------------------------------------------------

In connection  with this  agreement  proposal  dated February 4, 2000, we hereby
accept the offer contained therein.

We have enclosed the check for $81,991.00 as advance  payment in accordance with
this agreement.

This acceptance  entitles you to start  arranging all necessary  details for our
requirements, and reserving the required equipment and personnel.

Offered by                                    BCARD INC.


                                              ---------------------------------
                                              Dan Blair
                                              General Manager

Accepted by:                                  AMERICAN SHOW MANAGEMENT


                                              --------------------------------
                                              Authorized by


                                              ---------------------------------
                                              Title


                                              ---------------------------------
                                              Date