Employment Agreement - Pickard

1.       Date:  January 21, 1999

2.       Parties:

         2.1.     bCard,  Inc., a Utah Corporation,  having a mailing address of
                  c/o Neil Pickard,  Vice  President and  Secretary,  8658 South
                  Tracy Drive,  Sandy,  Utah 84093, and a facsimile (fax) number
                  of 801 272 0460 (herein referred to as "bCard").

         2.2      Neil Pickard,  an individual having a principal  residence and
                  mailing address of 8658 South Tracy Drive,  Sandy, Utah 84093,
                  and a facsimile (fax) number of 801 272 0460 (herein  referred
                  to as "Pickard").

3.       Defined Terms: The terms defined in this Part 3 shall have the meanings
         herein specified for all purposes of this Agreement, unless the context
         clearly otherwise requires:

         3.1      "Agreement" means this employment  agreement together with and
                  including  any and all  attachments,  appendices,  or exhibits
                  referred to herein and any and all modifications, alterations,
                  amendments,  and  supplements  hereto--all  of which  shall be
                  deemed  for all  purposes  of  this  Agreement  to  have  been
                  incorporated  in  this  Agreement  by  this  reference  as  if
                  separately  spelled out and  included in this  Agreement.  The
                  words "hereby," "herein," "hereof," "hereto," "hereunder," and
                  "herewith" when used in this Agreement shall refer to and mean
                  a reference to this entire  Agreement  unless  restricted to a
                  reference  in  context  to  a   particular   portion  of  this
                  Agreement.

         3.2      "bCard Holders" means those  professionals and others that are
                  issued chip cards as  described in the  Operational  Marketing
                  Concept description included in attached Exhibit A.

         3.3      "Board of Directors"  means the duly elected and serving Board
                  of Directors of bCard from time to time.

         3.4      "Cash Flow and Sales  Projections"  means those certain sheets
                  attached  hereto as Exhibit B that set forth certain  proforma
                  cash flow and sales  projections  concerning  the operation of
                  bCard.

         3.5      "Code" means the Internal Revenue Code of 1986, as amended.

         3.6      "Competing  Entity"  means  any  individual,   proprietorship,
                  corporation, partnership (whether general or limited), limited
                  liability company, association,  business trust, and any other
                  enterprise  (for  profit,   nonprofit,  or  not  for  profit),
                  including any subsidiary or affiliate of any of the foregoing,
                  that is engaged or intends to engage,  directly or indirectly,
                  in the business of bCard  (including  without  limitation  the
                  business of identifying  and tracking  business  professionals
                  attending  trade  shows,   conventions,   and  events  in  the
                  exposition  and event  marketing  industry  which  utilizes  a
                  permanent  identification  card)  in  competition  with  bCard
                  within the  territory  in which  bCard  conducts or intends to
                  conduct its business.

         3.7      "Confidential  Information"  means  all  relevant  information
                  concerning,  in use,  or under  consideration,  whether or not
                  reduced to writing  and in any and all stages of  development,
                  with respect to areas of interest of bCard,  including without
                  limitation designs,  procedures,  experiments protocols,  test
                  results,  specifications,  documentation,  computer  programs,
                  identity of and class of agreements with third parties, costs,
                  profits,   revenues,    financial   statements,    unpublished
                  copyrights,  unpatentable  inventions,  patentable inventions,
                  and  any   and  all   other   information,   data,   financial
                  information,   names  or  list  of  names  of  suppliers   and
                  customers,   interpretations,    analyses,   surveys,   ideas,
                  strategies,   forecasts,    discoveries,    marketing   plans,
                  development   plans,   techniques,    processes,   inventions,
                  know-how,  intellectual  property, and trade secrets which are
                  (i) directly or indirectly disclosed or revealed to Pickard by
                  bCard or any of its directors,  officers,  employees,  agents,
                  attorneys,  or  representatives  or (ii)  created,  developed,
                  conceived,   or   originated  by  Pickard  in  the  course  of
                  performing his duties and services hereunder.

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                  For the purposes of this Agreement,  Confidential  Information
                  shall not include (i) anything in the public  domain  (through
                  no fault of  Pickard)  on or after  the date  hereof,  or (ii)
                  anything known to Pickard prior to the date  hereof--but  only
                  to the extent that (i) or (ii) can be  demonstrated by Pickard
                  to bCard's reasonable satisfaction.

         3.8      "Confidential  Material" means any and all tangible  materials
                  and objects  which  embody  Confidential  Information  or from
                  which  Confidential   Information  can  be  read,  reproduced,
                  developed, or utilized.

                  For the purposes of this Agreement,  Confidential  Information
                  shall not include (i) anything in the public  domain  (through
                  no fault of  Pickard)  on or after  the date  hereof,  or (ii)
                  anything known to Pickard prior to the date  hereof--but  only
                  to the extent that (i) or (ii) can be  demonstrated by Pickard
                  to bCard's reasonable satisfaction.

         3.9      "Covenant  Period" means the period beginning on the effective
                  date of this  Agreement and  continuing for one (1) year after
                  the term of this Agreement.

         3.10     "GAAP"  means  generally  accepted  accounting  principles  as
                  defined  and  determined  from  time to  time by the  American
                  Institute  of  Certified  Public   Accountants  and  the  U.S.
                  Securities and Exchange Commission.

         3.11     "Lazarev"  means  Ivan  Lazarev,  an  individual  residing  in
                  Potomac, Maryland.

         3.12     "Minimum  Performance  Requirements"  shall  have the  meaning
                  defined in section 5.6 hereof.

         3.13     "Operational  Marketing  Concept"  means the concept  owned by
                  bCard that was  developed by Lazarev and Pickard for utilizing
                  a  "smart  card"  for long  term  identification  of  business
                  professionals attending trade shows,  conventions,  and events
                  in the event and exposition marketing industry,  together with
                  other commercial prospects which can result therefrom--as more
                  particularly described in attached Exhibit A.

4        Recitals:

         4.1      Lazarev and Pickard have developed the  Operational  Marketing
                  Concept  and have  organized  bCard for the purpose of further
                  development  thereof and to provide  services to the public in
                  connection therewith.

         4.2      bCard  and  Pickard  desire to have an  appropriate  full-time
                  employment  understanding  that will set forth the basic terms
                  and  provisions of their  employer-employee  relationship,  as
                  well as give certain incentives to Pickard.

5    Agreements:  NOW,  THEREFORE,  in consideration  of the mutual  agreements,
     representations,  warranties,  covenants,  and provisions contained in this
     Agreement,  the parties hereby adopt the  definitions  set forth in Parts 2
     and 3 hereof,  acknowledge  that the  recitals in Part 3 are  substantially
     correct, and further agree as follows:

         5.1      Full-time    Employment   of   Pickard   by   bCard;   Duties;
                  Restrictions.  Pickard  is  hereby  employed  as  a  full-time
                  employee  of  bCard.  Pickard  shall  initially  be  the  Vice
                  President  and  Secretary  of bCard,  but shall  serve in such
                  capacities  from time to time at the  pleasure of the Board of
                  Directors.  Pickard  shall perform such services and duties as
                  may be determined and assigned to him from time to time by the
                  Board of Directors or as otherwise  provided from time to time
                  in the Bylaws of bCard.

                  During the term of this  Agreement,  Pickard  agrees to devote
                  his best efforts and his entire time to further the  interests
                  of bCard, and he shall not,  directly or indirectly,  alone or
                  as a partner, officer, director, or a shareholder of any other
                  entity, be engage in any other commercial  activity whatsoever
                  or  continue  or  assume  any  other   corporate  or  business
                  affiliations  without  the full  knowledge  and consent of the
                  Board of Directors;  provided, however, and anything herein to
                  the contrary  notwithstanding,  Pickard  shall be permitted to
                  invest  in  other  ventures  as long  as  they  do not  relate
                  directly to or compete with the business of bCard.

<PAGE>

         5.2      Term Until  December 31,  2003.  Except in the case of earlier
                  termination, as herein specifically provided, the term of this
                  Agreement  shall  commence  on the date  hereof  and  continue
                  thereafter  until the close of business on December  31, 2003;
                  provided,  however,  that compensation and benefits  hereunder
                  shall commence as of February 8, 1999.

         5.3      Compensation--Annual Salary. For services to be rendered as an
                  officer,  director,  member  of any  committee,  or any  other
                  duties  assigned  Pickard  by the  Board  of  Directors  or as
                  otherwise provided in the Bylaws of bCard, bCard agrees to pay
                  Pickard a salary at the rate of one  hundred  twenty  thousand
                  dollars  ($120,000)  per  annum  for the  fiscal  year  ending
                  December  31,  1999,  and a salary at the rate of one  hundred
                  eighty  thousand  dollars  ($180,000) per annum for the fiscal
                  year ending December 31, 2000. Thereafter,  based upon bCard's
                  performance, the Board of Directors will review, on a periodic
                  basis,  Pickard's  duties and bCard's  success with respect to
                  possible salary  adjustments  (either increases or decreases).
                  If mutually agreed to by bCard and Pickard,  bCard may adopt a
                  deferred compensation plan for Pickard.

         5.4      Insurance and Other Benefits.  bCard shall provide Pickard and
                  his immediate  family with reasonable  health,  accident,  and
                  dental insurance. Pickard agrees that bCard, in the discretion
                  of the  Board of  Directors,  may apply  for and  procure,  in
                  bCard's own name and for its own benefit or Pickard's benefit,
                  life insurance  (split-dollar or any other form) in any amount
                  or amounts considered advisable;  and Pickard agrees to submit
                  to any medical or other examination and to execute and deliver
                  any  application  or other  instrument in writing,  reasonably
                  necessary to effectuate such insurance.

                  In addition to the insurance benefits  described  hereinabove,
                  and in the sole and absolute  discretion  of bCard,  bCard may
                  provide  Pickard  with  additional  fringe  benefits.  Nothing
                  herein shall require bCard to adopt, maintain, or continue any
                  such fringe benefits.

         5.5      Expenses.  In addition to the compensation provided in section
                  5.3  hereof,   bCard  shall  reimburse  Pickard  for  business
                  expenses that are determined by bCard to be reasonable.

         5.6      Minimum Performance Requirements.  It is understood and agreed
                  by the  parties  that the  following  shall be  defined as the
                  "Minimum Performance Requirements":

                  (a) At Least 750,000 bCard Holders by December 31, 2000. bCard
                  shall have at least seven hundred and fifty thousand (750,000)
                  bCard Holders on or before December 31, 2000, or

                  (b) At least  $250,000 in  Cumulative  Income Before Taxes and
                  Depreciation by December 31, 2000. There shall be at least two
                  hundred fifty thousand dollars ($250,000) in cumulative income
                  before taxes and  depreciation  (determined in accordance with
                  GAAP) by December 31, 2000. Reference is made to the Cash Flow
                  and Sales  Projections  wherein  proforma (income before taxes
                  and depreciation" is set forth as "Gross Profit Before Tax and
                  Dep."

5.7      Non-compete Provisions. Pickard and bCard agree that bCard's actual and
         potential activities (as described in the Operational Marketing Concept
         attached  hereto as Exhibit A) are of a unique and  special  nature and
         that if Pickard's  services were used in competition  with bCard,  such
         use  could  cause  serious  and  possibly  irreparable  harm to  bCard.
         Accordingly, Pickard agrees that during the Covenant Period he will not
         directly or indirectly,  within the fifty (50) United States of America
         or with any person or entity  within the fifty  (50)  United  States of
         America:

                  (a)  engage  in,  undertake  to plan or  organize,  or  become
                  associated  or connected in any way with,  participate  in, be
                  employed by, render services to, or consult with any Competing
                  Entity   in--as   a   consultant,    independent   contractor,
                  proprietor, shareholder, partner, officer, director, employee,
                  or  otherwise--any  business or activity that is substantially
                  similar to or in  competition  with the business or activities
                  of bCard, either for his own benefit or for the benefit of any
                  other person,  firm,  corporation,  or entity whatsoever other
                  than bCard, or

<PAGE>

                  (b) call on,  solicit,  take away, or attempt to take away for
                  the benefit of Pickard or of any other  person or entity,  any
                  customer, supplier, or client of bCard, or

                  (c)  solicit,  take away,  or  attempt  to take away,  for the
                  benefit  of  Pickard  or of any other  person or  entity,  any
                  employee or officer of bCard.

                  bCard intends to restrict the activities of Pickard under this
                  section 5.7 only to the extent necessary for the protection of
                  the  legitimate   business  interests  of  bCard.  It  is  the
                  intention  and agreement of the parties that all the terms and
                  conditions  hereof be enforced to the fullest extent permitted
                  by law. In the event the provisions of this section 5.7 should
                  ever be deemed or adjudged by a court or arbitration  tribunal
                  of competent  jurisdiction  to exceed the time or geographical
                  limitation  permitted  by  applicable  law,  then the  parties
                  intend  such  provisions  shall   nevertheless  be  valid  and
                  enforceable  to the extent  necessary  for such  protection ad
                  determined  by such court or  arbitration  tribunal,  and such
                  provisions shall be reformed to the maximum time or geographic
                  limitations  as permitted by applicable  law and determined by
                  such court or arbitration tribunal.

         5.8      Cooperation.  During the Covenant Period, Pickard agrees that,
                  upon  bCard's  reasonable  request,  Pickard in good faith and
                  using diligent efforts shall cooperate and assist bCard in any
                  dispute,  controversy,  or  litigation  in which  bCard may be
                  involved including without limitation Pickard's  participation
                  in  any  court  or  arbitration  proceedings,  the  giving  of
                  testimony,  the signing of affidavits,  or such other personal
                  cooperation as legal counsel for bCard may reasonably request.
                  Such  cooperation  shall  not be  unreasonably  burdensome  or
                  without reasonable compensation.

         5.9      Work  Product is Property of bCard.  Pickard  understands  and
                  agrees that the work product (whether  tangible or intangible)
                  created,  developed,  conceived,  or  originated  (alone or in
                  combination   with   others)  by  Pickard  in  the  course  of
                  performing  his duties and services  hereunder or with the aid
                  of Confidential  Information,  Confidential  Material,  or the
                  resources or property of bCard,  is the exclusive  property of
                  bCard,  and Pickard  hereby assigns to bCard and bCard accepts
                  all of Pickard's  rights,  interest,  and title in and to said
                  work product. Pickard further agrees and understands that said
                  work product may be  Confidential  Information or Confidential
                  Material and is subject to the provisions and  restrictions of
                  this Agreement.  Pickard understands and agrees that from time
                  to time, upon bCard's reasonable request, he shall execute all
                  documents  and take such other  action as may be  necessary or
                  desirable, to protect,  enhance, exploit, or vest in bCard any
                  work product (or any part thereof).  Pickard  understands  and
                  agrees that  Pickard is engaged and  compensated  by bCard for
                  the  purpose  of   creating,   developing,   conceiving,   and
                  originating Confidential  Information,  Confidential Material,
                  or  work  product  for the  benefit  of  bCard  and  that  the
                  assignment thereof as set forth herein is reasonable.

         5.10     Confidentiality  and  Non-disclosure  Provisions--Intellectual
                  Property and Trade  Secrets.  Pickard  understands  and agrees
                  that  Confidential  Information and  Confidential  Material is
                  secret and  proprietary  and of great value to bCard.  Pickard
                  further  understands and agrees that the relationship  between
                  Pickard and bCard is of a  confidential  nature and imposes an
                  affirmative  obligation upon Pickard to protect,  foster,  and
                  respect  the  confidentiality  of  Confidential   Information.
                  Confidential   Information  and   Confidential   Material  are
                  created, possessed, or used by Pickard or are given to Pickard
                  only for the purpose of assisting  Pickard in  performing  his
                  duties and services  hereunder.  Confidential  Information and
                  Confidential  Material may be used, studied,  and evaluated by
                  Pickard only for this purpose.

                  Except  as  first  authorized  by  bCard,  Pickard  shall  not
                  directly or indirectly:

                  (a)  disclose,  reveal,  report,  duplicate,  or transfer  any
                  Confidential Information or Confidential Material to any other
                  person or entity; or

                  (b) aid,  encourage,  direct, or allow any other person entity
                  to gain possession of or access to Confidential Information or
                  Confidential Material; or

<PAGE>

                  (c)  copy  or  reproduce   Confidential   Material  or  create
                  Confidential Material from Confidential Information; or

                  (d) use, sell, or exploit any Confidential  Information or any
                  Confidential Material or aid, encourage,  direct, or allow any
                  other  person  or  entity  to  use,   sell,   or  exploit  any
                  Confidential Information or Confidential Material.

                  Upon and in  accordance  with  bCard's  instructions,  Pickard
                  shall return or dispose of all Confidential Material.  Pickard
                  shall,  whenever  requested  by bCard,  give a prompt and full
                  accounting of all  Confidential  Material given to Pickard and
                  all copies or  reproductions  thereof.  Confidential  Material
                  shall  remain  the  property  of bCard  even if  Pickard is in
                  possession thereof.

                  In  performing  his duties  and  services  hereunder,  Pickard
                  agrees  to  disclose  or  give  Confidential   Information  or
                  Confidential  Material to only such other persons as necessary
                  for the  performance  of his duties and services  hereunder or
                  for the benefit of bCard. Any such disclosure shall be to such
                  persons and on such terms as are consistent with bCard company
                  policy.

         5.11     Termination  Caused by Death of Pickard  During  Term.  In the
                  event of Pickard's  death  during the term of this  Agreement,
                  this  Agreement  shall  immediately  terminate  and  Pickard's
                  personal   representative   shall  be   entitled   to  receive
                  immediately (i.e.,  within ten (10) business days of his death
                  or as soon as reasonably possible):

                  (a) the  compensation  due Pickard through the last day of the
                  calendar month in which his death shall have occurred plus two
                  (2) additional months compensation, and

                  (b) any other benefits to which Pickard's estate would then be
                  entitled   pursuant   to   any   other   insurance,   program,
                  understanding, or agreement.

         5.12     Other Termination(s).

                  (a) Failure to Achieve Minimum Performance Requirements.  With
                  at least thirty (30) days prior  notice,  bCard may  terminate
                  this  Agreement  effective  the close of  business  on May 31,
                  2001, if at least one of the Minimum Performance  Requirements
                  is not  achieved--and  in  such  event  bCard  shall  only  be
                  obligated to pay to Pickard the  compensation  due him through
                  the effective date of such termination.

                  (b) For Cause.  bCard may terminate this Agreement at any time
                  for cause. The term "cause" as used in this subsection 5.12(b)
                  shall mean and include:

                  (1)      a  material  breach by  Pickard  of the terms of this
                           Agreement;

                  (2)      incompetence in Pickard's performance;

                  (3)      misappropriation of any money or assets or properties
                           of bCard;

                  (4)      conviction  of  Pickard  for any  felony  or  serious
                           crime;

                  (5)      chronic alcoholism or drug addiction;

                  (6)      gross moral turpitude relevant to Pickard's duties or
                           employment with bCard; or

                  (7)      inability to perform his duties to bCard for a period
                           of thirty (30)  consecutive  days,  or  inability  to
                           perform his  employment  duties for  forty-five  (45)
                           days  cumulatively  in any one  year  period  of this
                           Agreement.

<PAGE>

                  For termination  based on subsection  5.12(b)(1) or 5.12(b)(2)
                  above,  bCard  shall give  Pickard at least  thirty  (30) days
                  prior  notice  of such  cause and the  effective  date of such
                  termination; provided, however, that Pickard shall have thirty
                  (30)  days  from such  notice  date to cure such  cause to the
                  reasonable  satisfaction of bCard, and if so cured there shall
                  be no  termination  at that  time  for  such  cause;  provided
                  otherwise,  however,  that if Pickard  shall fail to cure such
                  cause within the thirty (30) days period, this Agreement shall
                  be terminated.

                  (c) Voluntary  Termination  by Pickard.  Pickard may terminate
                  this Agreement at any time upon at least sixty (60) days prior
                  notice  to  bCard,  and in  such  even  bCard  shall  only  be
                  obligated  to  pay  Pickard  his   compensation   through  the
                  effective date of such termination.

         5.13     Indemnification.  Pickard agrees to indemnify,  hold harmless,
                  and defend  bCard from any and all past,  present,  and future
                  liabilities,  claims, damages, costs, expenses, and attorney's
                  fees incurred by, or threatened  by an entity  against,  bCard
                  which  arise out of or relate to any breach of this  Agreement
                  by  Pickard  or any  claims,  demands,  or  causes  of  action
                  connected with,  related to, or arising out of Pickard's gross
                  negligence,  willful misconduct, or breach of fiduciary duties
                  to  bCard.  It is  the  intention  of  the  parties  that  his
                  indemnity does not require payment as a condition precedent to
                  recovery by bCard against Pickard under this indemnity.

         5.14     Miscellaneous:

                  (a)Entire Agreement;  Integration;  This Agreement constitutes
                     the entire agreement between the parties  pertaining to the
                     subject matter hereof,  and supersedes all written or oral,
                     prior,  or  contemporaneous  agreements,   representations,
                     warranties,  or understandings of the parties pertaining or
                     with  respect  thereto.  No  covenant,  representation,  or
                     condition not expressed herein shall affect or be deemed to
                     interpret,  change,  or  restrict  the  express  provisions
                     hereof.

                  (b)Survival   of   Representations    and   Warranties.    All
                     representations,  warranties,  covenants, and agreements of
                     the parties  contained in this Agreement  shall survive the
                     term of this Agreement.

                  (c)Binding   Nature;   No   Assignments.   The  covenants  and
                     agreements  contained  herein  shall  bind and inure to the
                     benefit of the  parties  hereto,  their  respective  heirs,
                     executors,     administrators,     personal     or    legal
                     representatives,    successors,   or   permitted   assigns;
                     provided,  however,  that noting in this subsection 5.14(c)
                     shall  be  deemed  to  permit  the  conveyance,   transfer,
                     assignment, or delegation,  expressly, by operation of law,
                     or otherwise,  by any party of any right or interest herein
                     without  the prior  written  consent of the other  parties.
                     Anything herein to the contrary  notwithstanding,  however,
                     no permitted  assignment or other disposition of all or any
                     part of a party's interests herein shall relieve such party
                     of its obligations hereunder.

                  (d)Further  Action.  The  parties  each agree to  execute  and
                     deliver all documents, provide all information, and take or
                     forebear  form  all such  action  as may be  necessary  and
                     appropriate to achieve the purposes hereof.

                  (e)Time  is of the  Essence.  Time is of the  essence  in this
                     Agreement.

                  (f)Amendments,  Modifications,  Approvals,  and Consents.  Any
                     amendment, modification,  alteration, or supplement hereto,
                     or any approval or consent requested of any party, shall be
                     ineffective unless it is in writing and signed by the party
                     against whom enforcement is sought.

                  (g)Parties in  Interest.  Nothing in this  Agreement,  whether
                     express  or  implied,  is  intended  to confer any right or
                     remedy  under or by reason of this  Agreement on any person
                     other  than  the  parties  to  this   Agreement  and  their
                     respective heirs,  executors,  administrators,  personal or
                     legal  representatives,  successors,  or permitted assigns,
                     nor is  anything in this  Agreement  intended to relieve or
                     discharge  the  obligation or liability of any third person
                     to any party to this  Agreement,  nor  shall any  provision
                     hereof give any third  person any right of  subrogation  or
                     action over or against any party to this Agreement.

<PAGE>

                  (h)Notices. Any notice, consent, request,  directive,  demand,
                     or other communication made hereunder,  pursuant hereto, or
                     in accordance  herewith by any party intended for any other
                     party  shall  be  in  writing   and  shall  be   physically
                     delivered,  sent by facsimile  (fax), or sent by registered
                     or certified  mail,  properly  addressed and return receipt
                     requested with postage prepaid,  to such other party at the
                     address of fax  number  set forth in Part 2 hereof,  unless
                     such  other  party  shall  have  previously   designated  a
                     different address of fax number by due notice hereunder.

                     Notices  hereunder that are physically  delivered  shall be
                     deemed  effective  and complete at the time of the delivery
                     thereof with  written  evidence of such  delivery.  Notices
                     hereunder that are given by facsimile (fax) shall be deemed
                     effective and complete at the time such facsimile  (fax) is
                     successfully  sent with printed or written evidence of such
                     successful  sending.  Notices  hereunder  that are given by
                     mail  shall be  deemed  effective  and  complete  as of the
                     applicable  delivery  date  set  forth  on  return  receipt
                     requested.

                  (i)Costs   and   Expenses.   Except   as  may   be   otherwise
                     specifically  set forth herein or as otherwise agreed to by
                     the  parties,  each  party  shall  bear its own  costs  and
                     expenses   (including  among  other  things  attorneys  and
                     accountants  fees and costs) in connection  herewith and in
                     connection  with  all  things  required  to be done by such
                     party hereunder.

                  (j)Attorneys'  Fees. If any action is commenced to enforce any
                     of the terms hereof,  the  successful  party in such action
                     shall be  entitled  to receive as  additional  compensation
                     hereunder or as  additional  damages  under such action all
                     necessary and reasonable  attorneys'  fees,  expenses,  and
                     costs in connection with such action.

                  (k)Governing  Law.  This  Agreement  shall be  governed in all
                     respects and  construed  according to the laws of the State
                     of Utah applied to contracts made and to be fully performed
                     entirely within the State of Utah between  residents of the
                     State of Utah,  unless any  obligations  hereunder shall be
                     invalid or  unenforceable  under such laws,  in which event
                     the laws of the state whose laws can apply to and  validate
                     the obligations hereunder shall apply. This Agreement shall
                     be deemed  executed in Salt Lake County,  Utah. The parties
                     acknowledge  that bCard is  headquartered  within Salt Lake
                     County,  Utah,  that the  majority  of bCard's  records and
                     employees are or will be within Salt Lake County, Utah, and
                     that Salt Lake County,  Utah, is the most convenient locale
                     for actions between the parties.

                  (l)Rights  and  Remedies.  The  rights  and  remedies  of  the
                     parties hereunder shall not be mutually exclusive,  and the
                     exercise of one or more of the provisions  hereof shall not
                     preclude the exercise of any other provisions.  Each of the
                     parties  confirms that damages may be an inadequate  remedy
                     for a breach or threatened  breach of any provision hereof.
                     The respective  rights and  obligations  hereunder shall be
                     enforceable by specific performance,  injunction,  or other
                     equitable remedy,  but nothing herein contained is intended
                     to or shall limit or affect any rights at law or by statute
                     or  otherwise  of any party  aggrieved as against any other
                     party for a breach or  threatened  breach of any  provision
                     hereof,  it being the intention of this subsection  5.14(l)
                     to  make  clear  the  agreement  of the  parties  that  the
                     respective  rights and obligations of the parties hereunder
                     shall  be  enforceable  in  equity  as  well  as at  law or
                     otherwise.

                  (m)Arbitration.    Anything    herein    to    the    contrary
                     notwithstanding,  any controversy or dispute arising out of
                     or relating to this  Agreement or its subject  matter which
                     the parties are unable to resolve  within  thirty (30) days
                     after  written  notice by one party to each other  party of
                     the  existence  of  such  controversy  or  dispute,  may be
                     submitted  to  binding  arbitration  by  any  party.  If so
                     submitted  to  arbitration,  the  matter  shall be  finally
                     settled by binding arbitration conducted in accordance with
                     the then  current  rules  and  procedures  of the  American
                     Arbitration Association.  Such arbitration shall take place
                     in Salt Lake City,  Utah. The decision by the arbitrator on
                     any matter  submitted to  arbitration  shall be binding and
                     conclusive  upon  the  parties,   their  respective  heirs,
                     executors,     administrators,     personal     or    legal
                     representatives,  successors,  or permitted assigns, as the
                     case may be, and they shall  comply  with such  decision in
                     good  faith.  Each  party  hereby  submits  itself  to  the
                     jurisdiction  of the state and  federal

<PAGE>

                     courts  within the State of Utah for the entry of  judgment
                     with respect to the decision of the  arbitrator  hereunder.
                     Judgment  upon the  award  may be  entered  in any state or
                     federal  court  within the State of Utah or any other court
                     having jurisdiction.

                  (n)No  Waiver.  No  failure  by any party to  insist  upon the
                     strict performance of any covenant, duty, agreement,  term,
                     or condition hereof or to exercise any right or remedy upon
                     a breach  thereof  shall  constitute  a waiver  of any such
                     breach or of such or any other covenant,  duty,  agreement,
                     term,  or condition,  whether or not similar.  Any party by
                     notice pursuant to the terms hereof may, but shall be under
                     no obligation,  waive any of its rights or any condition or
                     conditions to its obligations  hereunder,  or any covenant,
                     duty, agreement,  term, or condition of any other party. No
                     waiver shall  constitute  a continuing  waiver or affect or
                     alter  the  remainder  hereof,  and  each and  every  other
                     covenant, duty, agreement, term, and condition hereof shall
                     continue in full force and effect with respect to any other
                     then existing or subsequently occurring breach.

                  (o)Severability.  In the event that any  condition,  covenant,
                     or other provision  contained  herein is held to be invalid
                     or void by any court of  competent  jurisdiction,  the same
                     shall be deemed  severable  from the  remainder  hereof and
                     shall in no way  affect  any other  covenant  or  condition
                     contained  herein.  If such condition,  covenant,  or other
                     provision  shall be  deemed  invalid  due to its  scope and
                     breadth, such provision shall be deemed valid to the extent
                     of the scope or breadth permitted by law.

                  (p)Covenant   of  Good  Faith.   Each  party   agrees  to  act
                     reasonably and in good faith in the performance of any acts
                     required of such party hereunder.

                  (q)Force Majeure.  No party shall be responsible for delays or
                     failure  in  performance  resulting  from acts  beyond  the
                     reasonable  control of such party.  Such acts shall include
                     but not be  limited  to acts  of God,  strikes,  lock-outs,
                     riots,  acts of  war,  epidemics,  governmental  regulation
                     imposed after the fact, fires, communication line failures,
                     power failures, earthquakes, or other disasters.

                  (r)Titles and Captions.  All part,  section,  subsection,  and
                     other titles,  headings,  and captions  herein are included
                     for purposes of convenience only, and shall not be deemed a
                     part hereof and shall in now way define,  limit, extend, or
                     describe  the  scope  or  intent  of any of the  provisions
                     hereof.

                  (s)Pronouns  and  Plurals.  Whenever  the context may require,
                     any pronoun  used herein  shall  include the  corresponding
                     masculine, feminine, or neuter forms, and the singular form
                     of nouns,  pronouns, and verbs shall include the plural and
                     vice versa.  Whenever used herein, the word "or" shall mean
                     "and/or," unless the context clearly otherwise requires.

                  (t)Counterparts.   This   Agreement   may   be   executed   in
                     counterparts,  all of which taken together shall constitute
                     one  Agreement  binding  on the  executing  parties if each
                     party named in Part 2 hereof  shall have  executed at least
                     one   counterpart   signature   page  of   this   Agreement
                     notwithstanding that all of the parties are not signatories
                     of the  same  full  copy  of  this  Agreement  of the  same
                     counterpart signature page of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement on or
as of the date first set forth above.

"bCard"                                     bCard, Inc.
                                            A Utah Corporation

                                            By: /s/ Ivan Lazarev
                                               -------------------------
                                               Ivan Lazarev, President


"Pickard"                                   /s/  Neil Pickard
                                            -------------------
                                            Neil Pickard