SUNCOMMERCE
                                   CORPORATION

                              Development Agreement
                              For Services Between
                      SunCommerce Corporation (the Company)
                                       and
                   High Tech Venture Capital Inc. (the Client)
                         for the the Client Web Server.

I.          Project  Construction

The  Company  Agrees  to  the  Following  Terms  and  Conditions

1.     Project  Construction.  In this Agreement, the Project means the Software
and  the  Web  Server  to  be  configured  by the Company for the Client and all
associated  object  and source code, domain name HTML, URL's, graphics, designs,
trade-marks,  information, data and related tangible and intangible materials in
any  form or on any medium will be owned and controlled by the Client upon final
payment  as  outlined  in  Project  Design  Plan.

The  Company  agrees to develop, duplicate, customize, and implement software to
the particular needs of the Client as outlined in this document and specifically
listed  in  The  Project Design Plan.  The result will be a web sever completely
configured  to  the  specifications  outlined  in  Project  Design  Plan.

2.     Entry  of  Content.  The  Company agrees to provide facilities including:

Project  Management.
Database  Programming.
System  Administration.
Web  Design.

3.     Security  Design.  The Company agrees to confer with the Client regarding
the  implementation  of  hardware  and  software  firewalls  and  other security
concerns.  No  provisions  for  the security of the Client Web Server outside of
this  agreement  are  expressed  or  implied.

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4.     Customization  With  Graphics.  The  Company  agrees  to  provide  custom
graphic  design  for the new Client Web Server.  Included will be all templates,
logos,  navigation  bars,  icons,  and  general  layout design of the Client Web
Server.

5.     Database  Customization  &  Installation.  The  Company agrees to provide
database design for uploading of text files, documents, streamed media links and
pictures through a web browser interface as outlined in the Project Design Plan.

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6.     Customer  training.  The  Company  agrees to provide one training session
covering the mechanics of the application.  The Company agrees to provide a user
manual  and  technical  configuration  guide.

II.          Rights  To  Technology

1.     Proprietary  Software.  All  aspects of the Project and any modifications
made  to  the  Project  by or for the Client or the Company or any other person,
including  without  limitation  programs and methods of processing and including
translations,  compilations,  partial  copies,  derivations,  modifications  and
updated  works  and  all  copyright,  patent,  trade-mark and other intellectual
property  rights  in respect of any of the foregoing, are, will e and remain the
sole  and  exclusive property of the Client (without further act of the Company)
and will not be sold, revealed, disclosed or otherwise communicated, directly or
indirectly,  by  the Company to any person whatsoever other than as set forth in
this Agreement.  It is expressly understood that no title to or ownership of the
Project  or  any  modifications  made to the Project by or for the Client or the
Company  or  any  other  person,  or  any  part thereof, will be retained by the
Company,  and  the  Company  hereby  waives  and  will  obtain  from each of its
employees  waivers  of any moral rights associated with the Project.  The Client
will  sign  off  of  any  further  indemnity upon the completion of the Project.

2.     Third  Party  Software.  It  is  understood  that  the  Project  will  be
partially  constructed  using  database and web authoring software configured by
Microsoft  and  Allaire  Corporations.  Use  of  the software is governed by the
terms  of  the  Licence  Agreement,  which  accompanies  or  is  included in the
software.

3.     Hardware  Requirements.  It  is  understood  that  the  system  will  be
configured  on  hardware  to  be  specified  in  the Project System Requirements
Document.  It  is further understood that consideration for the configuration of
the server hardware is separate and peripheral to the cost structure outlined in
the  Project Design Plan.  The Project System Requirements Document will include
costs  for  hardware  and  all  licencing  of  third  party  software.

4.     Intellectual  Property  Claims.  The  Company will indemnify and hold the
Client  harmless  and  will defend, at its own expense, any threatened or actual
suit  against  the Client based upon a claim that any aspect of the Project, its
use,  or  the  documentation for the Project infringes upon a patent, copyright,
trade-mark, trade secret or other intellectual property right of any third party
anywhere  in  the world, and will pay any settlement, costs and damages awarded,
provided  that:

(a)     such  infringement  has  not resulted from a modification of the Project
which  has  not  been  made  by  or  approved  by the Company or from the Client
combining  the  Project  or  a  portion of the project with any other program or
data;

(b)     the  Company  is  notified in writing promptly of any notice received by
the  Client  of  any  claim  or  of  any  threatened  or  actual  suit;

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(c)     the  Company  will  have the right to control the defense of any claims,
suits  or  proceedings  and  the  Client  will  not  settle any claims, suits or
proceedings  without  the  consent  of  the  Company;  and

(d)     at  the  Company's  request and expense, the Company is given sufficient
information  and  other  assistance  by  the Client for the defense of the same.

Following  receipt  of  a  notice of any such claim or of any such threatened or
actual  suit,  the Company may, at its option, either procure such rights as may
be  required  or  modify the Project in a manner sufficient to assure the Client
the  right  to  continue  to  use the Project in the manner contemplated by this
Agreement  without  any  material  reduction  in  functionality.

The  Client  Agrees  to  the  Following  Terms  and  Conditions

1.     Facilitate  Project.  To facilitate completion of the Project in a timely
manner.

2.     Provision  of  Raw  Database  Content.  To  provide  all  copy  (text)
information in a form that it can be captured and entered into the system (i.e.:
text  documents).  Content  can be delivered as hard copy (print or photocopy of
relevant  materials), or digital (hard disk or via email) for direct data entry.

3.     Rights  to Database Content.  The Client retains ownership and all rights
(licensing  or  otherwise)  of  all  database  content  provided to the Company,
collected  by  system,  or provided by partners, customers, or members using the
system.

4.     Information.  The  Client  agrees  to  be liable for all data information
provided  to  SunCommerce  Corporation.  The  Client  agrees  to ensure that all
information  furnished  for  the  company  is  true  and  lawful.

5.     Title.  The system transfers to the Client only upon payment in full, and
sign  off  of  any  future  indemnity.

III.          System  Maintenance

It  is anticipated that the loan on the system will require staffing, equipment,
and bandwidth spikes, and ongoing maintenance.  It is understood that all factor
inputs  for operation of the server after sign off will be borne entirely by the
client.  It  is  understood  that  an  additional  agreement may be arranged for
hosting  and  maintaining  the server outside of the terms of this agreement for
the  Client  Web  Server.

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IV.          Authorization

1.     Obligations  and  Conditions.  Parties  agree that this written agreement
constitutes  the  complete  obligations  and  conditions.  No express or implied
warranties  have  been  made  outside  the  contents  herein.

2.     Time  is  of  the  Essence.  Time  is  of  the  essence  hereof.

3.     Estimated  Completion  date  and  final  sign-off:  October  15,  1999.

4.     Estimated  Cost  of  Customization:  $75,000.00  CDN  + applicable taxes.
This  does  not  include consideration for the Server as outlined in the Project
System  Requirements  Document.

I,  Kirk  Exner,  on  behalf  of  High  Tech Venture Capital Inc., and not in my
personal  capacity,  hereby  acknowledge  to  the  stated  work and agree to pay
SunCommerce  Corporation  in  the  amount  of $75,000.00 CDN + applicable taxes.
Deposit  will  be  made  in  the amount of $35,000.00, after which all work will
begin.  A second payment of $10,000.00 will be made on August 15, 1999.  A third
payment  of  $10,000.00  will  be  made  on  September  15, 1999.  Final payment
including  all  applicable  taxes will be made upon successful completion of the
work  stated  in  the  Project  Design Plan, and the Project System Requirements
Document,  after which point SunCommerce will release all work transfer title of
the  server  to  the  client.

The  parties  agree that this agreement may be assigned by the Client to a third
party  without  the  consent  of  the Company provided the assignee agrees to be
bound  by  the  provisions  of  this  agreement.

SunCommerce  Corporation                    High  Tech  Venture  Capital  Inc.

/s/  Andy  Fedak  Date:  July  9,  1999     /s/  Kirk  Exner  Date: July 9, 1999
Authorized  Signatory                       Authorized  Signatory

Name  Andy  Fedak  -  President             Name  Kirk  Exner,  President