Employment Agreement - Lazarev

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").

         2.3      Ivan Lazarev,  an individual having a principal  residence and
                  mailing  address  of  11301  Bedfordshire   Avenue,   Potomac,
                  Maryland  20854,  and a facsimile (fax) number of 301 983 5264
                  (herein referred to as "Lazarev").

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:

         3.3      "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.

         3.4      "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.

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

         3.6      "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.

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

         3.8      "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.

         3.9      "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 Lazarev by
                  bCard or any of its directors,  officers,  employees,  agents,
                  attorneys,  or  representatives  or (ii)  created,  developed,
                  conceived,   or   originated  by  Lazarev  in  the  course  of
                  performing his duties and services hereunder.

<PAGE>

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

         3.10     "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  Lazarev)  on or after  the date  hereof,  or (ii)
                  anything known to Lazarev prior to the date  hereof--but  only
                  to the extent that (i) or (ii) can be  demonstrated by Lazarev
                  to bCard's reasonable satisfaction.

         3.11     "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.

         3.12     "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.

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

         3.14     "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.

         3.15     "Pickard" means Neil Pickard, an individual residing in Sandy,
                  Utah.

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  Lazarev  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 Lazarev.

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   Lazarev   by   bCard;   Duties;
                  Restrictions.  Lazarev  is  hereby  employed  as  a  full-time
                  employee of bCard.  Lazarev shall initially be the Chairman of
                  the Board of Directors and President of bCard, but shall serve
                  in such  capacities  from time to time at the  pleasure of the
                  Board of  Directors.  Lazarev  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,  Lazarev  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,  Lazarev  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  Lazarev  by the  Board  of  Directors  or as
                  otherwise provided in the Bylaws of bCard, bCard agrees to pay
                  Lazarev  a  salary  at  the  rate  of one  hundred  sixty-five
                  thousand  dollars  ($165,000)  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,  Lazarev's  duties and bCard's  success  with
                  respect to possible salary  adjustments  (either  increases or
                  decreases).  If mutually agreed to by bCard and Lazarev, bCard
                  may adopt a deferred compensation plan for Lazarev.

         5.4      Insurance and Other Benefits.  bCard shall provide Lazarev and
                  his immediate  family with reasonable  health,  accident,  and
                  dental insurance. Lazarev 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 Lazarev's benefit,
                  life insurance  (split-dollar or any other form) in any amount
                  or amounts considered advisable;  and Lazarev 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  Lazarev  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  Lazarev  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":

                  (c) 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

                  (d) 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.  Lazarev 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  Lazarev's
                  services were used in competition  with bCard,  such use could
                  cause  serious  and  possibly   irreparable   harm  to  bCard.
                  Accordingly, Lazarev 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 Lazarev 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 Lazarev or of any other  person or entity,  any
                      employee or officer of bCard.

                  bCard intends to restrict the activities of Lazarev 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, Lazarev agrees that,
                  upon  bCard's  reasonable  request,  Lazarev 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 Lazarev'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.  Lazarev  understands  and
                  agrees that the work product (whether  tangible or intangible)
                  created,  developed,  conceived,  or  originated  (alone or in
                  combination   with   others)  by  Lazarev  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 Lazarev  hereby assigns to bCard and bCard accepts
                  all of Lazarev's  rights,  interest,  and title in and to said
                  work product. Lazarev 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.  Lazarev 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).  Lazarev  understands  and
                  agrees that  Lazarev 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.  Lazarev  understands  and agrees
                  that  Confidential  Information and  Confidential  Material is
                  secret and  proprietary  and of great value to bCard.  Lazarev
                  further  understands and agrees that the relationship  between
                  Lazarev and bCard is of a  confidential  nature and imposes an
                  affirmative  obligation upon Lazarev to protect,  foster,  and
                  respect  the  confidentiality  of  Confidential   Information.
                  Confidential   Information  and   Confidential   Material  are
                  created, possessed, or used by Lazarev or are given to Lazarev
                  only for the purpose of assisting  Lazarev in  performing  his
                  duties and services  hereunder.  Confidential  Information and
                  Confidential  Material may be used, studied,  and evaluated by
                  Lazarev only for this purpose.

                  Except  as  first  authorized  by  bCard,  Lazarev  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,  Lazarev
                  shall return or dispose of all Confidential Material.  Lazarev
                  shall,  whenever  requested  by bCard,  give a prompt and full
                  accounting of all  Confidential  Material given to Lazarev and
                  all copies or  reproductions  thereof.  Confidential  Material
                  shall  remain  the  property  of bCard  even if  Lazarev is in
                  possession thereof.

                  In  performing  his duties  and  services  hereunder,  Lazarev
                  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 Lazarev  During  Term.  In the
                  event of Lazarev's  death  during the term of this  Agreement,
                  this  Agreement  shall  immediately  terminate  and  Lazarev'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):

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

                  (d) any other benefits to which Lazarev'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 Lazarev 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  Lazarev  of the terms of this
                           Agreement;

                  (2)      incompetence in Lazarev's performance;

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

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

                  (5)      chronic alcoholism or drug addiction;

                  (6)      gross moral turpitude relevant to Lazarev'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 Lazarev at least thirty
                      (30) days  prior  notice of such  cause and the  effective
                      date of such termination;  provided, however, that Lazarev
                      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 Lazarev
                      shall fail to cure such cause  within the thirty (30) days
                      period, this Agreement shall be terminated.

                 (c)  Voluntary   Termination   by    Lazarev.    Lazarev    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 Lazarev his  compensation
                      through the effective date of such termination.

         5.13     Indemnification.  Lazarev 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  Lazarev  or any  claims,  demands,  or  causes  of  action
                  connected with,  related to, or arising out of Lazarev'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 Lazarev 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

                                        /s/ Neil Pickard
                                        -------------------------
                                        Neil Pickard, Secretary


"Lazarev"                               By:  /s/  Ivan Lazarev
                                            ----------------------
                                            Ivan Lazarev