SOFTWARE DEVELOPMENT AGREEMENT


     THIS DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into this
20th day of August, 1999, by and between Navi-GATES Partnership LLP (hereinafter
"NAVI-GATES"),  a  Texas Limited Partnership with offices at 101 Westcott, Suite
304,  Houston,  Texas,  77007 and Sharp Technology Inc. (hereinafter "SHARP"), A
Delaware  Corporation  with  offices at 5120 Woodway, Suite 9029, Houston, Texas
77056.

WITNESSETH:

     WHEREAS,  SHARP  desires to engage NAVI-GATES to develop, create, test, and
deliver  certain  programming  code  and  materials,  and  to implement software
products,  and NAVI-GATES is interested in accepting such engagement, subject to
the  parties'  further  agreement  on  the  scope  and  terms  of such work; and

     WHEREAS,  NAVI-GATES  and  SHARP  mutually  desire  to  set  forth  in this
Agreement  certain  terms  applicable  to  such  work;

     NOW, THEREFORE, NAVI-GATES and SHARP, intending to be legally bound, hereby
agree  as  follows:


SECTION  1

DEFINITIONS

     When used in this Agreement, the capitalized terms listed in this Section 1
shall  have  the  following  meanings:

     1.1  Customers  --  shall  mean any person or entity which uses the Project
Code  developed subject to this   Agreement. Customers shall be deemed to be the
ultimate  users  of  the Project Code such that in the event the Project Code is
re-distributed  by a partner, affiliate or other entity with SHARP's permission,
that  the  Customer  shall be deemed to be the re-distributing entity's ultimate
customer.

     1.2  Days  -  shall  mean  calendar  days and include weekends and holidays
          unless  otherwise  stated.


     1.3  Deliverables  --  shall  mean  all  services,  materials  or manpower,
developed  for  or  delivered  to  SHARP  by  NAVI-GATES  under  this agreement.

          1.3.1  Services - Software Design and Development, Customized Software
                 Maintenance,  and  Software  Evaluation  and  Testing.

          1.3.2  Material  --  shall  mean  software  products,  codes  and
                 documentation  as  hereunder.

          1.3.3  Manpower  --  shall  mean  Deputation  of  IT  Experts.


                                     - 63 -
<PAGE>
     1.4  Project Code -- shall mean computer programming code. If not otherwise
specified,  Code  shall  include  both Object Code and Source Code in connection
with  the  Project  Specification  appended  hereto  as  Exhibit  A.

          1.4.1 Object Code -- shall mean the machine-readable form of the Code.

          1.4.2  Source  Code  -- shall mean the human-readable form of the Code
                 including all comments  and  any  procedural  code  such as job
                 control  language.

     1.5   Derivative  Work  -- shall mean a work that is based upon one or more
preexisting  works,  such as a revision, modification, translation, abridgement,
condensation,  expansion,  or any other form in which such preexisting works may
be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall
also  include  any  compilation  that incorporates such a preexisting work. Both
parties  agree that SHARP shall have the right to independently develop software
code  which  is  the  same  or  similar  to  the  Project  Code, so long as such
independently  developed code does note include any portion of the Project Code.

     1.6  Documentation  --  shall mean user manuals and other written materials
that  relate  to  particular Project Code, including materials useful for design
(e.g.,  logic  manuals, flow charts, and principles of operation). Documentation
shall  include  manuals  or  any  other  written  materials  relating  to  any
Maintenance  Modifications  or  Basic Enhancements thereto created by NAVI-GATES
from  time  to  time,  in  connection  with  any obligations under this or other
Agreements.

     1.7  Enhancements  --  shall  mean  changes  and/or additions to NAVI-GATES
deliverables  issued hereunder, and other than Maintenance Modifications to Code
and  related  Documentation, including all new releases, that improve functions,
add  new  functions,  or  significantly improve performance by changes in system
design  or  coding.

          1.7.1  Basic  Enhancements -- shall mean any Enhancements that are not
Major  Enhancements.

          1.7.2 Major Enhancements -- shall mean changes and/or additions to the
          deliverables  and/or other products that: (1) have a value and utility
          separate  from  the  use  of  the  Code  and  Documentation;  (2) as a
          practical  matter,  may be priced and offered separately from the Code
          and  Documentation;  and  (3)  are  not  made  available  to  any  of
          NAVI-GATES'S  customers  without  separate  charge.


     1.8   Error  -- shall mean any error, problem, or defect resulting from (1)
an incorrect functioning of Code, or (2) an incorrect or incomplete statement of
diagram  in Documentation, if such an error, problem, or defect renders the Code
inoperable,  causes  the Code to fail to meet the specifications thereof, causes
the Documentation to be inaccurate or incomplete in any material respect, causes
incorrect  results,  or  causes  incorrect  functions  to  occur  when  any such
deliverables  are  used.

     1.9  Maintenance  Modifications  --  shall  mean  any  modifications  or
revisions,  other  than  Enhancements,  to  Code  or  Documentation that correct
Errors,  support  new  releases  of the operating systems with which the Code is
designed  to  operate,  support new input/output (I/O) devices, or provide other
incidental  updates  and  corrections  in  connection  with  this  agreement.

     1.10  Project -- shall mean the development and delivery of "It's Your Net"
(IYN), in accordance with its detailed specifications and requirements including
objectives,  scope,  boundaries,  environment/platform,  design,  method  of
development and execution, and functionality as described in detail in Exhibit A
to  the  Agreement.  At  a  minimum,  such  Exhibit  shall  include:


                                     - 64 -
<PAGE>
          a.   Description and/or specifications of the services to be performed
               and  the  Deliverables  to  be  delivered  to  SHARP.

          c.   The  time  schedule  for  performance  and  for  delivery  of the
               Deliverables

          d.   Completion  and  acceptance  criteria  for  the  Deliverables


In  addition,  the  Exhibit  A  may  include:

          1.   Provisions for written and/or oral progress reports by NAVI-GATES

          2.   Detailed  functional  and  technical specifications and standards
               for  all  services  and Deliverables, including quality standards

          3.   Documentation  standards,  Test  plans  and  scripts


     1.11  NAVI-GATES'S  Royalty Amount - shall mean royalties calculated at One
United States Dollar (U.S. $1.00) per copy of the Project Code or any Derivative
Work  thereof  sold  or  transferred  for  use  to  a  Customer.



SECTION  2

CONTRACT  ADMINISTRATION  -  Intentionally  left  blank


SECTION  3

NOTICE  OF  DELAY

     NAVI-GATES  agrees  to  notify SHARP promptly of any factor, occurrence, or
event  coming  to its attention that may affect NAVI-GATES'S ability to meet the
requirements  outlined  under  this Agreement, or that is likely to occasion any
material  delay  in  delivery of Deliverables. Such notice shall be given in the
event  of  any loss or reassignment of key employees or major equipment failure.


SECTION  4

COMPENSATION

     NAVI-GATES  shall  be  compensated  by  SHARP  for  performance  under this
agreement  as  set  forth  below:

     4.1  Fixed  Development  Price.  For  completion  of  Project  criteria  as
detailed in Exhibit A, including the delivery and acceptance of Project Code and
Documentation,  SHARP  agrees to pay NAVI-GATES a development fee of Two Hundred
Thousand  United  States  Dollars  ($200,000)  as  follows:

          a)   $15,000  upon  execution  of  this  Agreement

          b)   $35,000  upon  completion,  delivery and acceptance of interfaced
               Alpha  code,  as further detailed in Exhibit A of this Agreement.

          c)   $50,000 upon completion, delivery and acceptance of Beta code, as
               further  detailed  in  Exhibit  A  of  this  Agreement.

          d)   $50,000  upon completion, delivery and acceptance of First Golden
               Master  code, as further detailed in Exhibit A of this Agreement.

          e)   $50,000  upon  final completion, delivery and acceptance of Final
               Project  Code  and  Documentation  requirements  as  detailed  in
               Exhibit  A  of  this  Agreement.


                                     - 65 -
<PAGE>
     4.2  Royalties.  SHARP  shall also pay NAVI-GATES a Royalty per copy of the
Project  Code  or  any Derivative Work thereof, sold or transferred for use to a
Customer.  The  amount  of  such royalty to be calculated in accordance with the
terms  of  Section  1.11  of  this  Agreement.

     4.3  Certification  and  Payment of Royalty. SHARP shall, within sixty (60)
days  after  the end of each fiscal quarter, certify to NAVI-GATES in writing as
to  all  Royalty  Amounts  then  due  based upon delivery, sales, and use of the
Project  Code  during  the  immediately  preceding  fiscal  quarter,  and  shall
accompany  such  certification  by  payment in full of the royalty Amount due in
respect  of  such  prior  fiscal  quarter  ("Royalty  Payments").

     4.4  Review  of  SHARP's  Accounts. NAVI-GATES shall have the right, in its
sole  discretion and at its expense, not more than once a year, to have a review
conducted,  by  a  mutually  acceptable  independent accounting firm of national
standing,  of SHARPs books of record related to the sales and use of the Project
Code. That review shall be for the strict purpose of making a determination that
the amounts owed to NAVI-GATES have been or shall be properly paid in accordance
with  the  terms  of  this  Agreement.  The  results  of  this  review  shall be
confidential, and may not be used for any other purpose. In the event the review
results  in  the  discovery  of  any  underpayment of Royalty Amounts, and SHARP
confirms  that underpayment with any U.S. nationally recognized certified public
accounting  firm,  the  amount  of  the underpayment shall be paid to NAVI-GATES
within  fifteen  (15)  days of the date of that independent confirmation. In the
event  confirmed underpayments in Royalty Amount exceed five percent (5%) of the
total  royalty amount due for the period under review, SHARP agrees to reimburse
NAVI-GATES for its expense incurred in conducting the review. Any overpayment of
Royalty  Amounts  so  confirmed  shall  likewise  be  reimbursed  to  SHARP  by
NAVI-GATES.

     4.5  Royalty-free  Copies.  NAVI-GATES grants SHARP the right to distribute
1,000  units  of  the  Project Code royalty-free during any running twelve month
period.


SECTION  5

EXPENSES

     Except as expressly agreed otherwise by SHARP, NAVI-GATES shall bear all of
its  own  expense  arising  from  its  performance of its obligations under this
Agreement.  The  foregoing not withstanding, for its own convenience , SHARP may
elect  to  provide  incidental  services  to  Navi-GATES including  limited work
space(s),  utilities,  clerical  assistance and reproduction services, supplies,
and  the  like.


SECTION  6

DELIVERY  AND  ACCEPTANCE

     NAVI-GATES  shall  deliver  all  documentation  and Project Code to SHARP's
Technical Coordinator for testing and acceptance in accordance with the schedule
detailed  in Exhibit A. NAVI-GATES shall memorialize such delivery in a Delivery
Confirmation  that  sets forth the nature and condition of the Deliverables, the
medium  of  delivery,  and  the  date  of  their  delivery.  SHARP's  Technical
Coordinator  shall  countersign such Delivery Confirmation so as to indicate its
receipt of the contents. SHARP's Technical Coordinator shall commence acceptance
testing  immediately  following its receipt of the Deliverables. Upon completion
of  such testing, SHARP shall issue to NAVI-GATES'S Technical Coordinator notice
of  acceptance  or  rejection  of deliverables. In the event of rejection, SHARP
shall  give  its  reasons  for rejection to NAVI-GATE'S Technical Coordinator in
reasonable  detail.  NAVI-GATES  shall  use all reasonable effort to correct any
deficiencies  or non-conformities and resubmit the rejected items as promptly as
possible.  It is expressly declared by both SHARP and NAVI-GATES that time is of
the  essence  as  it  relates  to  delivery and acceptance under this Agreement.


                                     - 66 -
<PAGE>
SECTION  7

OWNERSHIP,  RIGHTS,  INVENTIONS  AND  PATENTS

     7.1     Definitions.  As  used  in  this  Agreement:
          (a)     "Conceived"  and "Conception," as to an Invention, are used in
the  same  sense  as  in  the  patent  laws  of the United States, and generally
speaking  refer  to the formation of a complete mental picture of the Invention,
requiring  only  routine  work by a hypothetical person of ordinary skill in the
art  to  which  the  Invention  pertains  to  reduce  the Invention to practice.
          (b)     Intellectual  Property  Rights  means  any  and  all rights to
exclude existing from time to time in a specified jurisdiction under patent law,
copyright  law, moral rights law, trade-secret law,semiconductor chip protection
law,  trademark  law,  unfair  competition  law,  or  other  similar  rights.
          (c)     "Invention"  means  any  invention,  discovery,  process, art,
method (including mathematical algorithms), machine, manufacture, composition of
matter, or improvement thereof, whether or not patentable, to the extent that it
is  the  subject  of  an  Intellectual  Property  Right.
          (d)   "Work  of  Authorship"  means:
               (1)  a work of authorship protectable under the copyright laws of
                    an  applicable  jurisdiction,  or
               (2)  a  mask  work  protectable  under  the  semiconductor  chip
                    protection  laws  of  an  applicable  jurisdiction.

          (e)     "Relating  to  the  Licensed  Software":
               (1)  with  respect  to an Invention, means that the Invention was
                    Conceived  or  reduced  to  practice  as  a direct result of
                    Development  Work;  and
               (2)  with respect to a Work of Authorship, means that the Work of
                    Authorship was created within the scope of Development Work.


7.2     Ownership of the Project Code, The ownership of the Project Code will be
entirely in SHARP. SHARP shall be free to license, assign, or otherwise transfer
rights  in  and  to the Project Code to any third party so long as such license,
assignment  or  transfer  of  rights is noticed to NAVI-GATES and the derivative
works  royalties  due  NAVI-GATES,  are  paid  as  agreed.


7.3     Ownership  of  Inventions and Works of Authorship.  The ownership of any
Inventions  or  Works  of Authorship Relating to the Project Code will remain in
both  SHARP and NAVI-GATES. SHARP shall be free to license, assign, or otherwise
transfer  rights in and to any Inventions or Works of Authorship relating to the
Project  Code  to  any  third so long as such license, assignment or transfer of
rights  is  noticed  to NAVI-GATES and the fees due NAVI-GATES in lieu of future
royalties,  are  paid  as  agreed.


     7.4     Disclosure  of  Inventions  and  Works.  Each  Party shall promptly
notify  the other Party of all Inventions or Works of Authorship Relating to the
Project Code that may be made by the disclosing Party, alone or jointly with any
other  person  and/or  the  personnel  of any other party.  All such disclosures
shall  include:
          (a)     complete  and  accurate  copies of all source code, executable
code,  design documentation, user documentation, work notes, test data, reports,
samples,  and  other  tangible  evidence or results of such Invention or Work of
Authorship;  and
          (b)     all  information  available to the disclosing Party concerning
any  third-party Intellectual Property Rights that may affect the utilization of
the  Invention  or  work  of  authorship,  including  any applicable third-party
license  agreements  (which  the disclosing Party may at its option designate as
Confidential/Proprietary  Information  for  disclosure only to inside or outside
counsel  for  the  other  Party).


                                     - 67 -
<PAGE>
     7.5     Patent  Applications;  Copyright  or Mask Work Registrations. SHARP
and  NAVI-GATES shall make individual determinations whether, when, and in which
countries  to  seek  patent protection; copyright or mask work registrations for
Inventions or Works of Authorship Relating to the Project, and will individually
bear  all  expenses  associated  with  seeking  such  patent  protection  or
registrations.  Both  Parties  agree  to  grant  the  other  a  fully  paid,
non-exclusive,  unlimited  license  to  any intellectual property rights granted
through  the  patent, copyright or mask work registration process for Inventions
or  Works  of  Authorship  directly  relating  to  the  Project  Code.

     7.6  Non  Competition  by  NAVI-GATES.  NAVI-GATES agrees that it shall not
          compete with SHARP by offering the Product Code for sale or license to
          any  domestic  U.S.  telecommunication  giant except through SHARP. As
          defined  here,  a  domestic U.S. telecommunication giant shall include
          the domestic operations of AT&T, Sprint, MCI, any of the regional Bell
          operating  Companies, or other similar giant telecommunication company
          offering  classic  voice  over PSTN services or any other U S Domestic
          company  who  may  compete with any such U.S. telecommunications giant
          such  as  ISP's  Cable  companies,  long  distance  Companies, etc

     7.7  Grant of license to NAVI- GATES. Pursuant to the this Agreement, SHARP
          hereby  grants  to NAVI-GATES a non-exclusive, royalty free, unlimited
          license to use the Project Code, both object code and source code, for
          any  and  all  purposes,  including,  without  limitation,  to  create
          Derivative  Works  therefrom,  and  to  modify and enhance the Project
          Code.  NAVI-GATES  shall  further  have  the  right to sub-license the
          Project Code and any Derivative Works based thereon to any third party
          under  such terms and conditions as NAVI-GATES, in its sole discretion
          deems  appropriate,  EXCEPT  that  any such sub-license of the Project
          Code  shall  be subject to the terms and conditions of non-competition
          and  confidentiality  with  respect  to  the Project Code set forth in
          Sections 7.6 and 14 of this Agreement. No royalties shall be due SHARP
          in  connection with its license of the Project Code to NAVI-GATES. The
          parties  to  this  Agreement hereby acknowledge the sufficiency of the
          consideration  upon  which  this  Agreement  is  based.

     7.8  Ownership  of  the  Derivative  Works. The ownership of any Derivative
          Works  based  on the Licensed Software made by NAVI-GATES as permitted
          in  accordance  with  Agreement,  and  any  Inventions  or  Works  of
          Authorship  relating  to  such  Derivative  Works, will be entirely in
          NAVI-GATES.  NAVI-GATES shall be free to license, assign, or otherwise
          transfer  rights in and to such Derivative Works and any inventions or
          Works  of  Authorship  relating  to such Derivative Works to any third
          party  without  notice  to  SHARP.

     7.9  No  Other  Assignments  or  Encumbrances. Neither SHARP nor NAVI-GATES
          shall  assign,  mortgage, license, or grant a security interest in any
          Invention  or  Work  of  Authorship Relating to the Project Code which
          would tend to hinder the other party in its exercise of license rights
          granted  under  this  Agreement.



SECTION  8

REPRESENTATIONS  AND  WARRANTIES  BY  NAVI-GATES

     NAVI-GATES  makes  the  following  representations  and  warranties for the
benefit  of SHARP, as a present and ongoing affirmation of facts in existence at
all  times  when  this  Agreement  is  in  effect:

     8.1 Ownership Rights. NAVI-GATES represents and warrants that (1) except as
provided  in  Section 12.3 hereof with respect to certain identified preexisting
works licensed to SHARP, it is and will be the sole author of all works employed
by  NAVI-GATES  in  preparing any and all Deliverables; (2) it has and will have
full  and sufficient right to assign or grant the rights and/or licenses granted


                                     - 68 -
<PAGE>
in  the Deliverables pursuant to this Agreement; (3) all Deliverables, including
all  preexisting  works addressed in Section 12.3 hereof, have not been and will
not  be  published  under  circumstances  that  would  cause a loss of copyright
therein;  and (4) all Deliverables, including all preexisting works addressed in
Section  12.3  hereof,  do  not  and  will not infringe any patents, copyrights,
trademarks,  or  other  intellectual  property rights (including trade secrets),
privacy  or similar rights of any third party, nor has any claim (whether or not
embodied  in an action, past or present) of such infringement been threatened or
asserted,  nor  is  such  a  claim  pending,  against NAVI-GATES (or, insofar as
NAVI-GATES is aware, any entity from which NAVI-GATES has obtained such rights).

     8.2  Conformity,  Performance,  and  Compliance.  NAVI-GATES represents and
warrants (1) that all Deliverables shall be prepared in a workmanlike manner and
with  professional  diligence and skill; (2) that all Deliverables will function
on the machines and with operating systems for which they are designed; (3) that
all  Deliverables  will conform to the specifications and functions set forth in
the  Exhibits  relating  thereto;  and (4) that NAVI-GATES will perform all work
called  for  by  this  Agreement  in  compliance  with  applicable  law.


SECTION  9

TERM  AND  TERMINATION

     9.1  Term  of  Agreement.  This  Agreement shall be effective upon the date
specified  at the beginning hereof and shall remain in force until terminated by
mutual  written  consent,  unless  otherwise  terminated  as  provided  herein.

     9.2  Material  Breach. In addition to the provision authorizing termination
hereunder,  either party will have the right to terminate this Agreement because
of  a  material  breach  of  the Agreement by the other party which has not been
cured  sixty  (60)  business  days after the date that the terminating party has
notified  the  other  party  of  the  breach  and advised the other party of its
intention  to  terminate  this  Agreement  if  the  breach  remains  uncured.

     9.3  Survival.  In the event of any termination of this Agreement, Sections
8  and 12 through 18 hereof shall survive and continue in effect and shall inure
to  the  benefit  of  and  be  binding  upon  the  parties  and  their  legal
representatives,  heirs,  successors,  and  assignees.


SECTION  10

SERVICE  AND  MAINTENANCE

Unless  otherwise  agreed  under the terms of a separate Service and Maintenance
Agreement, SHARP shall be responsible for all service and maintenance related to
the  Project  Code once such Code has been delivered and accepted by NAVI-GATES.


SECTION  11

TRAINING

     Upon  delivery and acceptance of the Project Code, NAVI-GATES shall provide
SHARP  with five (5) Days of training at SHARP's principal office, or such other
location  as  may  be  mutually agreed upon by both parties.  Provided, however,
that  SHARP  shall  reimburse  NAVI-GATES  for  NAVI-GATES'S reasonable expenses
incurred  with  respect  to  the  provision of such training, including, without
limitation,  expense  for  travel,  lodging  and  food.


                                     - 69 -
<PAGE>
                                   SECTION 12

YEAR  2000  WARRANTY

     Provided  that  all  date  data provided to the Programs is in full 4 digit
year  format,  NAVI-GATES  warrants that the Project Code as delivered to SHARP:
(i)  has  been  designed  to  be year 2000 compliant, which shall include, as an
illustration  but  not  a  limitation,  date  data  century  recognition,  and
calculations  that  accommodate same and multi-century formulae and date values;
(ii)  operates  or  will  operator  during in accordance with the specifications
listed in Exhibit A hereto prior to, during and after the calendar year 2000 AD;
and  (iii) shall not end abnormally or provide invalid or incorrect results as a
result of date data, specifically including date data which represents different
centuries  or  more  than one century.  NAVI-GATES does not warrant century date
compliance  for  third party software that is or may be used in conjunction with
the  Project  Code,  including  database  and  operating  systems  vendors,  and
NAVI-GATES  is  not  responsible  for any non-compliance to the extent caused by
hardware,  third party software. NAVI-GATES is solely responsible for all system
integration  and  testing  of  the  Project  Code in a fully year 2000-compliant
operating  environment,  including  all  hardware,  systems software, databases,
network  environment,  and  other  interoperating  components.


SECTION  13

LIMITATION  OF  REMEDIES;  WARRANTY

     EXCEPT  AS  EXPRESSLY PRVIDED HEREIN, NAVI-GATES SHALL HAVE NO LIABILITY TO
SHARP  FOR  ANY  CLAIM,  LOSS  OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRCTLY,
INDIRECTLY,  INCIDENTALLY  OR  CONSEQUENTIALLY  BY  THE  PROJECT  CODE,  BY  ANY
INADEQUACY  THEREOF  OR DEFICIENCY OR DEFECT THEREIN, BY ANY INCIDENT WHATSOEVER
IN  CONNECTION  THEREWITH, ARISING IN STRICT LIABILITY, NEGLEGENCE OR OTHERWISE,
OR  IN  ANY  WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT EVEN IF NAVI-GATES
HAS  BEEN  ADVISED  OF THE POSSIBILITY OF SUCH CLAIM, LOSS OR DAMAGE, EXCEPT FOR
FAILURE TO DELIVER THE PROJECT CODE, IN WHICH EVENT NAVI-GATES'S LIABILITY SHALL
BE  LIMITED  TO  THE  PAYMENTS  ACTUALLY  HERETOFORE PAID TO NAVI-GATES BY SHARP
HEREUNDER.  In  no  event will NAVI-GATES be liable for any damages arising from
any  claim  against  SHARP  by  any  other  party, including, but not limited to
Customers.  NAVI-GATES  MAKES  NO  EXPRESS  OR  IMPLIED  WARRANTIES OF ANY KIND,
INCLUDING  THOSE  OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH  RESPECT  TO  THE  PROJECT  CODE  OR  ANY OTHER MATTER HEREIN AND EXPRESSLY
DISCLAIMS  THE  SAME.


                                   SECTION 14

CONFIDENTIALITY  RESTRICTIONS

     a.   Confidential  Information.  Documentation  and  information (including
          orally  or  visually  disclosed  information)  is  "Confidential
          Information"  for  the  purposes  of  this  Section  14  if  (a) it is
          designated as confidential or proprietary, by letter, stamp or legend;
          (b)  it  forms  part  or  the whole of the source code for the Project
          Code; or (c) the disclosing party, at the time of disclosure, verbally
          indicates  that  such  disclosure  is confidential and within ten (10)
          business Days of such disclosure, confirms by notice in writing to the
          receiving  party  that  such  disclosure is confidential. Confidential
          Information  shall  not  include  information  defined as Confidential
          Information  about  which  the  receiving  party  can  conclusively
          establish:  (i)  was  in  the possession of the receiving party at the
          time  of  disclosure;  (ii)  prior  to or after the time of disclosure
          becomes  public  knowledge without the act or omission of the party to
          whom  it was disclosed; (iii) is disclosed to the receiving party by a
          third party under no legal obligations to maintain the confidentiality
          of  such  information;  or  (iv)  was  independently  developed by the
          receiving  party  without reference to the Confidential Information of
          the  disclosing  party.  All  such  Confidential  Information shall be
          treated  as  confidential by the receiving party and its employees and
          shall  not  be disclosed by the receiving party without the disclosing
          party's  prior  written  consent.  However,  the  receiving  party may
          disclose  Confidential  Information  of  the  disclosing  party  in


                                     - 70 -
<PAGE>
          accordance  with  judicial  or  other governmental order, provided the
          receiving  party  shall  give  the  disclosing  party's  Confidential
          Information,  shall,  if  requested,  assist  the  disclosing party in
          obtaining  a  restrictive  order  to request confidential treatment or
          prevent  such  disclosure,  and  shall  comply  with  any  applicable
          protective  order  or  equivalent.  For the purposes of certainty, the
          terms  of  this  Agreement,  including  the  financial  terms shall be
          maintained  in  confidence  by  both  parties.

     b.   Treatment  of Confidential Information. Neither party shall in any way
          duplicate  All  or  any  part  of  the  other  party's  Confidential
          Information,  except  in  accordance  with the terms and conditions of
          this  Agreement.  Each  party shall have an appropriate agreement with
          each  of  its  employees,  contractors and agents having access to the
          other party's Confidential Information sufficient to enable that party
          to  comply  with  all  terms  of  this Agreement. Each party agrees to
          protect the other's Confidential Information with the same standard of
          care and procedures which it uses to protect its own trade secrets and
          confidential or proprietary information of like importance and, in any
          event,  shall  adopt  or  maintain procedures reasonably calculated to
          protect  such  Confidential  Information.  In  no  event  shall such a
          standard  be  less  than  a  reasonable  degree  of  care.

     c.   Further  Treatment  of  Confidential Information. Each party agrees to
          hold  the  other  party's  Confidential  Information  in  trust  and
          confidence  for  such  party  and not use same other than as expressly
          authorized under this Agreement. Each party agrees not to disclose any
          such Confidential Information without the prior written consent of the
          other,  to anyone other than that party's employees who have a need to
          know  same  to  carry  out  the  rights  granted  hereunder.

     d.   Action  to  Protect. Each party shall promptly report to the other any
          actual  or suspected violation of the terms of this Section, and shall
          take  all  reasonable  steps  to  prevent,  control  or  remedy  such
          violation.



                                   SECTION 15

B.     MUTUAL  REPRESENTATIONS

     Each  party  hereby  represents  and  warrants  as  follows:

     a.   Title.  That  it  has  all  permissions  consents,  licenses,  and
          authorizations necessary to enter into this Agreement and to carry out
          the  transactions  that  are the subject of this Agreement, including,
          without  limitation,  appropriate corporate authority and all licenses
          and  consents  required  from  third  parties.

     b.   No  Conflict.  That,  to  the  best of its knowledge, the products and
          services that are the subject of this Agreement are not subject to any
          pending  or  threatened  legal  claims  or  legal  causes  of  action,
          including,  without limitation, any pending or threatened legal causes
          or  claims  relating  to  the  alleged infringement of the proprietary
          rights  of  others  or  the  alleged  failure of the relevant party to
          satisfy  its  obligations  to  creditors.


                                     - 71 -
<PAGE>
                                   SECTION 16

INDEMNIFICATION

     Each  party  will  and hereby does agree to indemnify, defend, and hold the
other  party,  and  the  owners,  shareholders,  officers, directors, employees,
contractors,  agents,  and representatives of the other party, harmless from all
liabilities,  damage  or remedial or punitive awards of any kind, costs and fees
of any kind (including costs of defense and reasonable attorney fees), claims or
causes of any kind (whether pending or threatened), arising from, resulting from
or  relating  to:  (1)  its  own  conduct,  including  conduct  of  its  owners,
shareholders,  officers,  directors,  employees,  contractors,  agents,  and
representatives,  unless  such  conduct  is  carried  out at the express written
instruction  of  other  party; (2) its own products or services, but only to the
extent that such products are not modified by the other party; (3) any breach of
a  warranty  or representation given in this Agreement; and, (4) any material or
information  it provides to the other party, but only so long as the material or
information is used, disclosed, and maintained consistent with the terms of this
Agreement  or  any  express  written instructions provided at the time the other
party receives the information or material at issue; and provided that the other
party  provides prompt written notification to the defending party of any action
requiring  indemnification.  Without  limiting  the generality of the foregoing,
NAVI-GATES'S  entire liability under this Agreement shall in no event exceed the
amounts  paid  to  it  by  SHARP.


SECTION  17

PARTNERSHIP  DISCLAIMER

     Any  intention  to create a partnership, as such term is defined in Section
761  of  the  Internal  Revenue Code of 1986, among any or all of the parties is
disclaimed.  Any  party  may  file  on  behalf  of all parties an election under
Section  761 of the Internal Revenue Code of 1986 that Subchapter K of Chapter I
of  Subtitle  A  of the Internal Revenue Code of 1986 shall not be applicable to
the  parties.  In  no event is the relationship between the parties hereto to be
deemed  to  be  a  partnership  under  any  applicable  law.


                                   SECTION 18

MISCELLANEOUS

     a.   Entire  Agreement.  This Agreement represents the entire understanding
          and  agreement  between the parties with respect to the subject matter
          hereof,  and  supersedes  all  other  negotiations, understandings and
          representations  (if  any)  made  by  and  between  such  parties.

     b.   Amendments.  The  provisions  of  this  Agreement  may not be amended,
          supplemented,  waived  or changed orally, but only by a writing signed
          by the party as to whom enforcement of any such amendment, supplement,
          waiver or modification is sought and making specific reference to this
          Agreement.

     c.   Assignments.  No  party  shall  assign  his  or  its  rights  and/or
          obligations  hereunder without the prior written consent of each other
          party  to  this  Agreement,  except to a subsidiary in which case such
          assignment  will  not  release  the  assignor  from  its  obligations
          hereunder  without  the  prior  written  consent  of  the other party.

     d.   Further  Assurances.  The  parties  hereby  agree from time to time to
          execute  and deliver such further and other transfers, assignments and
          documents  and  do  all  matters and things which may be convenient or
          necessary  to more effectively and completely carry out the intentions
          of  this  Agreement.

     e.   Binding  Effect.  All  of  the terms and provisions of this Agreement,
          whether  so  expressed  or  not,  shall  be binding upon, inure to the
          benefit  of,  and  be  enforceable by the parties and their respective
          legal  representatives,  successors  and  permitted  assigns.


                                     - 72 -
<PAGE>
     f.   Notices.  All  notices,  requests,  consents  and other communications
          required  or  permitted  under  this  Agreement  shall  be  in writing
          (including  telex  and  telegraphic  communication)  and  shall be (as
          elected  by the person giving such notice) hand delivered by messenger
          or  courier  service,  telecommunicated,  or  mailed  (airmail  if
          international)  by  registered  or  certified  mail (postage prepaid),
          return  receipt  requested,  addressed  to:


         If  to  NAVI-GATES:

         Robert  C.  Wesolek
         NAVI-GATES  Corporation
         101  Westcott,  Suite  304
         Houston,  Texas,  77007

         If  to  SHARP:

         George  SHARP,  President
         SHARP  Technology,  Inc.
         5120  Woodway,  Suite  9029
         Houston,  TX  77056
         GSHARP@SHARPtechnology.com
         --------------------------

          Or  to  such  other  address  as  any  party  may  designate by notice
          complying  with  the  terms of this Section. Each such notice shall be
          deemed  delivered  (a)  on the date delivered if by personal delivery,
          (b)  on  the date telecommunicated if by telegraph, (c) on the date of
          transmission  with  confirmed  answer back if by telex, and (d) on the
          date upon which the return receipt is signed or delivery is refused or
          the notice is designated by the postal authorities as not deliverable,
          as  the  case  may  be,  if  mailed.


     g.   Headings. The headings contained in this Agreement are for convenience
          of  reference only, and shall not limit or otherwise affect in any way
          the  meaning  or  interpretation  of  this  Agreement.

     h.   Severability.  If  any  part  of this Agreement or any other Agreement
          entered  into  pursuant hereto is contrary to, prohibited by or deemed
          invalid  under  applicable  law or regulation, such provision shall be
          inapplicable  and deemed omitted to the extent so contrary, prohibited
          or  invalid, but the remainder hereof shall not be invalidated thereby
          and  shall  be  given  full  force  and  effect  so  far  as possible.

     i.   No  Waiver.  The  failure or delay of any party at any time to require
          performance  by another party of any provision of this Agreement, even
          if  known,  shall  not  affect  the  right  of  such  party to require
          performance  of  that  provision  or  to  exercise any right, power or
          remedy  hereunder,  and  any  waiver by any party of any breach of any
          provision, a waiver of the provision itself, or a waiver of any right,
          power  or  remedy  under this Agreement. No notice to or demand on any
          party in any case shall, of itself, entitle such party to any other or
          further  notice  or  demand  in  similar  or  other  circumstances.

     j.   Jurisdiction  and Venue. Any claim, controversy or dispute between the
          Parties',  their Affiliates, agents, employees, officers, or directors
          ("Dispute")  shall  be  conducted  in  the City and State of the party
          against  whom  the action is brought, and the laws of such state shall
          govern  the  construction  and  interpretation  of  the  Agreement.

     k.   Attorney's  Fees.  If  any legal action or other proceeding is brought
          for  the  enforcement  of  this  Agreement,  or  because of an alleged
          dispute,  breach,  default or misrepresentation in connection with any
          provisions  of  this  Agreement, the successful or prevailing party or
          parties  shall be entitled to recover reasonable attorneys fees, court
          costs  and all expenses even if not taxable as court costs (including,
          without  limitation,  all  such  fees,  costs and expenses incident to
          appeals),  incurred  in  that action or proceeding, in addition to any
          other  relief  to  which  such  party  or  parties  may  be  entitled.


                                     - 73 -
<PAGE>
     l.   Remedies  Cumulative.  No  remedy  herein  conferred upon any party is
          intended  to be exclusive of any other remedy, and each and every such
          remedy  shall  be  cumulative  and shall be in addition to every other
          remedy  given  hereunder  or  now  or  hereafter existing at law or in
          equity  or  by  statute or otherwise. No single or partial exercise by
          any  party  of any right, power or remedy hereunder shall preclude any
          other  or  further  exercise  thereof.

     m.   Export  Limitations.  In  the  event  of  any distribution by SHARP of
          Project  Code  outside  the United States, SHARP agrees to comply with
          all  applicable  United  States  Federal  and  State  laws,  rules and
          regulations.

     n.   Counterparts.  This  Agreement  may  be  executed  in  one  or  more
          counterparts,  each,  which  shall  be  deemed an original, but all of
          which  together  shall  constitute  one  and  the  same  instrument.

     o.   Incorporation  of  Exhibits.  All  Exhibits  attached  hereto shall be
          deemed  as  part  of this Agreement, and all capitalized terms used in
          such  Exhibits  shall  have the same meanings ascribed thereto in this
          Agreement.

     p.   Force Majeure. Either party shall be excused from delays in performing
          or  from  its  failure  to  perform  hereunder to the extent that such
          delays or failures result from causes beyond the reasonable control of
          such  party;  provided  that,  in  order  to  be excused from delay or
          failure to perform, such party must act diligently to remedy the cause
          of  such  delay  or  failure.

     q.   Required  Approvals. Where agreement, approval, acceptance, or consent
          by  either  party is required by any provision of this Agreement, such
          action  shall  not  be  unreasonably  delayed  or  withheld.

     r.   Authority  of NAVI-GATES. NAVI-GATES has the sole right and obligation
          to  supervise, manage, contract, direct, procure, perform, or cause to
          be performed all work to be carried out by NAVI-GATES hereunder unless
          otherwise  provided  herein.


     IN  WITNESS  THEREOF, SHARP and NAVI-GATES have caused this Agreement to be
signed and delivered by their duly authorized officers, all as of the date first
herein  above  written.


SHARP  TECHNOLOGY  INC.

/s/  George  Sharp
----------------------------------
By:  George  SHARP
Title:  President  &  CEO
Date:  June  25,  1999

THE  NAVI-GATES  CORPORATION

/s/  Robert  Wesolek
----------------------------------
By:  Robert  C.  Wesolek
Title: General & Managing Partner
Date:  June  25,  1999


                                     - 74 -
<PAGE>