June 14, 1999


Mr. J. Michel De Montigny
President
GSI Technologies
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7

Subject: Obtaining a listing on the NASD OTC Bulletin Board.

Dear Mr. de Montigny


In order to help you with the ongoing expansion of your company's activities and
to raise capital,  we propose obtaining a listing on the NASD OTC BULLETIN BOARD
under RULE 504.  This will serve to increase the  visibility  of the company and
provide a vehicle for the raising of capital for future expansion and projects.

The main elements of the plan are:

o    Gain control of an existing U.S. company.

          We have  identified a possible  arrangement  with the President of IBC
          Corporation (IBC).

o    Engage an experienced  consulting  group to advise on the whole process and
     to coordinate  and file all of the required  documents  with the Securities
     and Exchange Commission and other authorities.

          As part of its  compensation,  the  consulting  group would  receive a
          certain  number of shares to be held in trust and  equivalent to about
          15% of the control group's anticipated  holdings of 11,250,000 shares;
          as well as cash payments for their services.

o    Introduce the company to a Market Maker for the NASD OTC BB.


     Attached is a summary of the capital  structure  we envisage for what would
     become "GSI Technologies USA."


<PAGE>



In order to determine the feasibility of the transaction  outlined in this offer
appropriate due diligence would be performed by Maxima Capital Inc., including a
comprehensive review of the company's legal, tax and accounting activities..

The period  from the  signing of this  offer  until the  listing on the NASD OTC
Bulletin Board will cover  approximately  a four month period.  We are confident
that  GSI  Technologies  possesses  the  fundamental  corporate  characteristics
required  to  perform on an  exchange  such as the NASD OTC  Bulletin  Board and
recommend that you proceed.

Please indicate your acceptance by signing below.




Pierre Saint-Aubin
Vice President Corporate Finance



I accept the proposal subject to normal due diligence.



J. Michel De Montigny
President
GSI Technologies



<PAGE>


ATTACHMENT



                 Capital Structure of GSI Technologies USA Inc.


The total number of authorized shares of IBC Corporation is currently:

     5,000,000 Class A shares having a par value of $1.00 and

     15,000,000 of Class B shares having a par value of $.001.

The allocation of shares in IBC Corporation, shares would be:

Control Group:

     75%  or 11,250,000 shares and 3,750,000 warrants and

Private Investors:

     25%  or 3,750,000 shares and 1,250,000 warrants.

o    Private  investors would include those who have already  contributed to the
     capital of GSI Technologies by way of a seed capital transaction in Canada.
     In the formation of GSI USA, for their  investment of C$1,300,000 for which
     they  received  650,000  shares  in GSI  Technologies  they  would  receive
     4,550,000 shares in IBC.

o    There would be a modification of the charter of IBC Corporation, to replace
     the  board  of  directors,  and  change  the  name  of the  company  to GSI
     Technologies USA Inc.

o    To  provide  for the  raising  of  capital  in the  future,  the  number of
     authorized shares in IBC would be increased to 55,000,000.

o    The shares  received,  including those of the control group would remain in
     trust  for a  period  of one  year  from  the  date of the  listing  on the
     exchange.  During this period, 25% of a shareholder's  position may be sold
     per quarter.


<PAGE>


June 28, 1999


Mr. J. Michel De Montigny
President
GSI Technologies
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7


Subject:  Share  Distributions and Consulting Group  Compensation for obtaning a
listing on the NASD OTC Bulletin Board.


Dear Mr. de Montigny


Further to our  mandate of June 14 to assist you in  obtaining  a listing on the
NASD OTC BULLETIN BOARD under RULE 504, we recommend that the consulting group's
allocation of shares to be held in trust be as follows:

                                             SHARES         WARRANTS

Maxima Capital Inc.                          281,250        375,000
9017-8245 Quebec Inc.                        281,250
W.A.F.A. Corporation                         662,500         75,000
O.S.F.A. Corporation                         175,000         75,000
Paul Roy                                     175,000         75,000
9064-6167 Quebec Inc.                        175,000         75,000
Power Group Consultants LLC                   50,000
Andre Desjardins                              25,000


Yours truly,



Pierre Saint-Aubin
Vice President Corporate Finance


<PAGE>



August 17, 1999


Mr. J. Michel De Montigny
President,
GSI Technologies
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7

Subject: Obtaining a listing on the NASD OTC Bulletin Board.


Dear Mr. de Montigny:


To facilitate  your listing on the NASD OTC BULLETIN  BOARD,  we advise that our
fee for  consulting  services  will be $4,000  per month over the period of four
months required to achieve the listing.  "GSI  Technologies  USA" will reimburse
Maxima a total of $12,000  under  this part of the  consulting  group's  overall
mandate.

Please indicate your acceptance by signing below.




Pierre Saint-Aubin
Vice President Corporate Finance



Accepted:



J. Michel De Montigny
President
GSI Technologies

<PAGE>


August 17, 1999


Mr. J. Michel De Montigny
President,
GSI Technologies USA Inc.,
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7


Subject: Offering Circular and Subscriptions


Dear Mr. de Montigny:


As part of our  mandate  to  manage  the  raising  of funds by way of a  private
placement,  this is to confirm our  agreement  that our finder fee  compensation
will be at a rate of  US$200  per hour of  actual  time  spent to a  maximum  of
$100,000. The appropriate  distribution will be determined at a later date and I
will advise you accordingly.

Please indicate your acceptance by signing below.



For Maxima Capital Inc.,
Pierre Saint-Aubin
Vice President Corporate Finance



For 9017-8245  Quebec Inc.,
Pierre Saint-Aubin



Accepted:



J. Michel De Montigny
President
GSI Technologies USA Inc.


<PAGE>


August 17, 1999


Mr. J. Michel De Montigny
President
GSI Technologies
385, Place d'Youville
Suite 300
Montreal, QC H2Y 2B7

Subject: Obtaining a listing on the NASD OTC Bulletin Board.



Dear Mr. de Montigny


To further assist you in the current project of transforming IBC Corporation, we
recommend the engagement of BBT Consulting Group LTD. They would arrange for the
engagement  and  compensation  of a  qualified  U.S.  attorney,  assist with the
processing of required documentation, as well as arrange for market makers.

They have  indicated  that the fees for their services would be US$25,000 at the
signing of the agreement and US$25,000 payable 10 days following the listing.

In addition to the cash compensation,  BBT would also receive 500,000 shares and
500,000 warrants.

We  should  meet with Mr.  David  Amsel who is based  here in  Montreal  at your
earliest convenience.



Pierre Saint-Aubin
Vice President Corporate Finance

<PAGE>


                                TRUSTEE AGREEMENT


BETWEEN:  GSI  TECHNOLOGIES USA INC., a corporation  legally  constituted in the
          State of  Delaware,  the head office being  situated at 721 S.E.  17th
          Street, suite 200 in Fort Lauderdale,  Florida (33316) and represented
          by its  President,  J. MICHEL De MONTIGNY,  duly  authorised  as he so
          declares

          (hereinafter called the "Corporation")


AND:      MAXIMA CAPITAL INC., a corporation legally constituted and situated at
          321  de  la  Commune  W.  Suite  100  in  Montreal,  Quebec  H2Y  2E1,
          represented  by  Mr.  Pierre  SAINT-AUBIN  duly  authorised  as  he so
          declares

          (hereinafter called the " Trustee")

--------------------------------------------------------------------------------
WHEREAS the Corporation  wishes to proceed with an offering of its shares in the
form of units as described in the draft  "Offering  Circular"  (the  "Circular")
dated September 1999, which is attached to the present agreement, and, each unit
comprising  one common share and one warrant,  anticipates  issuing a minimum of
THREE HUNDRED THOUSAND (300,000) and a maximum of ONE MILLION (1,000,000) shares
and an equal number of warrants; and

WHEREAS  the  Trustee  consents,  subject  to the terms and  conditions  of this
agreement,  to  act  as a  Trustee  for  the  receipt  of  subscriptions  to the
Corporation's units.

THE PARTIES THEREFORE AGREE ON THE FOLLOWING:

1. Definitions and interpretation

     1.1  The terms and expressions used in the present  agreement will have the
          meaning which has been agreed to in the "Circular"  unless the current
          agreement stipulates differently.

2. Mode of subscription and deposit of funds

     2.1  The Corporation's offering of units will be made by way of a Circular,
          duly  filed  with the  Securities  Exchange  Commission  of the United
          States.

     2.2  For as long as the minimum offer has not been subscribed,  the Trustee
          will keep in trust all subscription  forms and checks received.  It is
          also understood that checks or money orders will be cashed on receipt.

     2.3  All funds intended for the acquisition of the Corporation's securities
          and the  interest  applicable  to  these  amounts  will be kept by the
          Trustee in order to be distributed in the manner described hereafter.


<PAGE>


3. Closing session

     3.1  If the  minimum  offer  is  subscribed  in the  period  stated  in the
          Circular,  the Trustee will return to the Corporation all subscription
          forms  duly  completed  and  received  to date for  acceptance  by the
          Corporation.

     3.2  On the  same  date,  the  Trustee  will  remit  to the  Corporation  a
          certificate  stating the number and the exact amount of  subscriptions
          received and accepted by the Corporation,  and which are being held by
          the Trustee in accordance to the current agreement.

     3.3  During the closing  session,  the Trustee will pay to the  Corporation
          the net  amount  of the  current  issuance,  representing  100% of the
          subscriptions received and accepted and taking into account the normal
          clearing period in effect at the Trustee's financial institution.

     3.4  The Corporation will promptly reimburse the Trustee all sums that have
          been  given  to him  and  not  accepted  as  payment  by  the  issuing
          institution .

4. Compensation of Trustee

     4.1. The  Corporation  will pay the Trustee the fees agreed upon as well as
          all expenses incurred by the Trustee in the exercise of his duties and
          responsibilities.

5. Trustee's responsibilities

     5.1  The  Corporation  agrees to compensate  and relieve the Trustee of all
          responsibility  concerning (i) all costs and expenses  incurred by the
          Trustee  regarding any legal  procedures taken by him in order to have
          the terms of this  agreement  respected  and (ii) all fees and damages
          claimed by a third party  attributable from any action or any omission
          by the Trustee or its  representatives or employees in the exercise of
          their duties. However, the Trustee will not be compensated or relieved
          of damages, losses, complaints, or responsibility  attributable to his
          own   voluntary   negligence   or   fraudulence,   or   that   of  his
          representatives.

     5.2  Except  for the  modes  of  evidence  required  or  permitted  by this
          agreement,  the  Trustee  will be free to accept an  attestation  of a
          declaration of facts in the form of a letter signed by the Corporation
          as  convincing  proof  from the  latter or as  authorisation  from the
          latter to follow up on all of the  Corporation's  instructions and the
          Trustee  will not be required in any way to require  further  proof or
          will in any way be held  responsible  for  losses  resulting  from his
          failure to do so. However,  by this agreement,  the Corporation agrees
          to  compensate  and to relieve the Trustee of all  responsibility  for
          expenses or damages claimed from the Corporation by a third party.



<PAGE>


6. Notice

     6.1. All notices, directives or all other document required or permitted in
          the current  agreement  must be presented in writing and in reasonable
          delays, either by prepaid mail or delivered to the designated sender's
          address, as follows:

          In the case of the Corporation:

          GSI TECHNOLOGIES USA INC.
          Att: Mr. J. Michel de MONTIGNY
          721, S.E. 17TH Street
          Suite 200
          Fort Lauderdale (Florida)
          33316


          In the case of the Trustee:

          MAXIMA CAPITAL INC.
          Att: Mr. Pierre Saint-Aubin
          321, de la Commune ouest
          Montreal (Quebec)
          H2Y 2  E1

          All notices,  directives or any other  document  remitted as described
          above, will be considered to have been remitted on the day to which it
          has been  delivered or on the second  working day following the day of
          expedition if sent by mail, the stamp seal in witness whereof.

          In case of a mail strike or a slowing in work  affecting  the place of
          sending or of  destination,  this period of  interruption  will not be
          considered.

7. General disposition

     7.1  If he so  desires,  the  trustee may resign and may be relieved of all
          tasks and responsibilities as described in this agreement.  However, a
          one-month notice in writing must be sent to the Corporation although a
          shorter  time notice  would be  acceptable.  In case of the  Trustee's
          resignation   or  in  the  event  of  his   inability  to  assume  his
          responsibilities, his successor will be chosen by the Corporation.

          The new trustee will have all the power,  rights and  responsibilities
          stated in the present agreement.

     7.2  The current  agreement will terminate with the closing session for the
          investment.

     7.3  The  Corporation  acknowledges  that no direct or  indirect  publicity
          using or  mentioning  the  trustee's  name can be  aired  without  his
          written  consent.  However,  this consent will not be required for the
          Corporation's Circular.



<PAGE>


8. Applicable Law

     8.1. This agreement will be subject and  interpreted in accordance with the
          laws of the Province of Quebec


IN WITHNESS THEREOF, the parties herein have signed in Montreal,  on October 19,
1999.





                                         GSI TECHNOLOGIES USA INC.



                                         ---------------------------------------
                                         Par: J. MICHEL de MONTIGNY
                                              President




                                         THE TRUSTEE
                                         MAXIMA CAPITAL INC.



                                         ---------------------------------------
                                         Par: PIERRE SAINT-AUBIN
                                              Vice-President Corporate Finance


<PAGE>


                                      PROXY


WHEREAS the undersigned, as well as other shareholders,  have received shares of
GSI  TECHNOLOGIES USA INC. as a promoter,  initial  subscriber or in payment for
services rendered at $0.001 per share;

WHEREAS the undersigned and other shareholders may receive warrants;

WHEREAS each and every shareholder has agreed to sign a proxy;

WHEREAS other investors have acquired common shares in GSI TECHNOLOGIES USA INC.
for the sum of $1.00 per share in accordance  with the Offering  Circular  which
authorises  the  issuance  of a minimum  of  300,000  shares  and a  maximum  of
1,000,000 shares;

WHEREAS the undersigned  desires equitable treatment for the investors mentioned
herein who have paid $1.00 per share;

WHEREAS it is necessary  to protect the value of the shares of GSI  TECHNOLOGIES
USA INC. on the stock  exchange,  which has a direct impact on the equity of the
company;

WHEREAS  the  undersigned  desires  to abide by  certain  terms  and  conditions
relevant to the sale of the shares in his possession;

THEREFORE, IT IS AGREED THAT:

1.   The above is an integral part of the present proxy;

2.   The  undersigned  hereby  gives  an  irrevocable  proxy  to  the  committee
     identified  below for a period of TWENTY-FOUR (24) months as of the signing
     date of this agreement,  for the management of the rules  applicable to the
     sale of shares in the possession of the undersigned;

3.   The following are the nominees of the committee  created for the purpose of
     this proxy:

               J. MICHEL DE MONTIGNY, President
               JAMES A. HONE, Vice-President

     In the event of resignation,  death or incapacity to act of a member of the
     committee, the remaining member will nominate a person of his choice to act
     on behalf of the former member.



<PAGE>


4.   The undersigned undertakes,  as part of this agreement, to open an account,
     in  accordance  with the  account  management  agreement,  with the broker,
     MAXIMA CAPITAL INC., located at:

               MAXIMA CAPITAL INC.
               Att: Mr. Pierre SAINT-AUBIN
               321, de la Commune ouest
               bureau 100
               Montreal, (Quebec) H2Y 2E1

5.   MAXIMA  CAPITAL INC.  will act as the broker for the current  agreement.  A
     letter of  acceptance  from MAXIMA  CAPITAL INC. is attached to the present
     agreement  as  Attachement  A.  For  any  transactions   performed  by  his
     intermediary,  a commission equivalent to the one charged by the market for
     this type of  transaction,  will be paid to  MAXIMA  CAPITAL  INC.  by each
     shareholder that sells shares.

6.   The  undersigned  can sell his  shares or  shares  acquired  following  the
     exercise of his warrants in accordance  with the above  conditions  and the
     following limitations:

     -    TWENTY  PERCENT  (20%)  non-cumulative  per week for all  shareholders
          holding TWO HUNDRED THOUSAND (200 000) shares or less;

     -    TEN PERCENT (10%)  non-cumulative per week for all associated persons,
          directors and  shareholders  with more than TWO HUNDRED  THOUSAND (200
          000) shares;

     -    ONE  HUNDRED  (100%)  per  week  for all  shareholders  holding  FIFTY
          THOUSAND (50 000) shares or less;

7.   The minimum  selling  price for the shares must be the highest value of the
     day prior to the sales notice as described below;

8.   All  shareholders,  prior  to a sale  of  their  shares,  must  advise  the
     committee in writing. The notice submitted by the shareholder must describe
     the number of shares to be sold and the sale price desired;

9.   Upon  receipt  of said  notice,  the  committee  will  offer  to the  other
     shareholders  the  possibility  of buying in whole or in part the share lot
     being tendered by the  shareholder.  Shareholders  receiving the offer will
     have  TWENTY-FOUR  (24) hours to advise the  Committee  in writing of their
     intention,  if any, to buy the tendered  shares.  If written  notice is not
     received  within  TWENTY-FOUR  (24) hours,  the offer will be considered to
     have been declined;



<PAGE>


10.  In the event there are no shareholders  interested in acquiring the shares,
     or, if only a portion of the  tendered  lot is  acquired  by the  recipient
     shareholders, the Committee will advise the broker, MAXIMA CAPITAL INC, who
     will sell the said  shares as quickly as possible  according  to the market
     available  for the shares,  all of which is as  outlined in the  conditions
     described in the notice to the offering  shareholder.  A copy of the notice
     transmitted  to MAXIMA  CAPITAL  INC,  will be  forwarded  to the  offering
     shareholder;

11.  The undersigned cannot, without the written consent of the Committee, which
     consent can be withheld  without  valid  reason,  to mortgage,  to pawn, to
     deposit as security or to give as guarantee,  under any form,  those shares
     which form part of this proxy.

12.  The  undersigned  cannot  transfer  those  shares  which  form part of this
     agreement  without the  written  consent of the  Committee,  given that the
     ceding shareholder must sign and agree to be bound by the present proxy;

13.  The  undersigned  recognises  that the rules  enforced  by the  "Securities
     Exchange  Commission"  take  precedence over the application of the present
     agreement;

14.  All documents  attached to the proxy and initialled by the  undersigned for
     identification are an integral part of the present proxy;

15.  Except for clauses with specific  provisions,  every notice required by the
     present proxy is sufficient if it is in writing and if it is sent by a mode
     of  communication  by which the sender can retain proof of the transmission
     to the receiver.

16.  The  proxy  binds the  undersigned,  as well  also his  successors,  heirs,
     legatees,  liquidators,  administrators,  and all other legal  agents,  and
     which is concluded for their benefit;


IN  WITNESS   THEREOF,   THE   UNDERSIGNED   HAS  SIGNED   THIS   AGREEMENT   IN
________________,ON ______________2000.