EXHIBIT 10.3

InSite Productions, LLC (the "developer") and  VeryBestOfTheInternet.com,  Inc..
(the  "client")  desire to enter into a  relationship  where the developer  will
provide the software, services and other content necessary to develop a standard
html world wide web code  product  (tentatively  called  the "the  website"  and
referred to in this letter as the "Product") for use by persons who accesses the
Product via the Internet or other network.

1.       FUNCTIONAL SPECIFICATIONS

The  developer  will provide the services and software  necessary to develop the
Product  in  accordance  with the  Functional  Specifications,  as set  forth on
Exhibit A, using the content provided by the client and content generated by the
developer.

2.       CLIENT CONTENT

The client is  responsible  for creating  content and  obtaining the content the
client does not own for the Product and providing all content for the Product to
the  developer.  Additional  charges  may be required to convert the content the
client provides into a digital  machine-readable  form as mutually agreed by the
parties. The developer will obtain from a third party or independently develop a
user  interface  and a  technical  design  that  complies  with  the  Functional
Specifications.

3.       CHANGES TO FUNCTIONAL SPECIFICATIONS

In  the  event  that  the  client  requires   modifications  of  the  Functional
Specifications after the development process has begun, these modifications will
be submitted to the developer according to the following procedure:

(a)      Client must submit a request detailing the changes that it desires.
(b)      Within ten (10) days of the receipt of the request,  the developer will
         inform the client,  in writing,  of any problems  posed by the proposed
         change,  and of any change in price or schedule  that will be caused by
         the proposed change in Functional Specifications.
(c)      Unless the client accepts the developer's response, in writing,  within
         5 business days  thereafter,  the change will not be made. If accepted,
         the written  request  for  change,  the  developer's  response  and the
         client's  acceptance  will be deemed to constitute an amendment to this
         Agreement.

4.       ACCEPTANCE

At the  completion of the  development  process,  the developer will provide the
Product to the client for a 10-day period of review and testing.  If the Product
fails to conform,  in all material respects,  to the Functional  Specifications,
the client will notify the  developer of such failure in writing.  The developer
will have 20 days after  receipt of such notice to correct or modify the Product
to the extent necessary so that it conforms to the Functional Specifications.

A failure to notify the  developer  in writing in that 10-day  period shall mean
the client  accepts the Product.  This process may be  repeated,  as  necessary,
until the Product conforms to the Functional Specifications. If the Product does
not conform to Functional  Specifications  within 60 days after the beginning of
the testing process, the client will have the right and option to terminate this
Agreement in accordance with the termination clause below.

Once accepted, or deemed accepted,  the developer will deliver the final Product
to the client.

5.       TECHNICAL SUPPORT

For a period of 10 days after acceptance of the Product, the developer agrees to
provide the client, at no charge,  reasonable  telephone and development support
as required,  and as timely requested by the client, to assist the client in the
use and  operation  of the  Product  or to  correct  and  resolve  any errors or
problems  that appear in the Product  from its use by the end user  customers to
the extent of the scope of the  Functional  Specifications.  Our  obligation  to
provide such support is contingent upon the accurate and timely reporting of any
errors or problems  in the  Product by the client and upon the client  providing
the developer with sufficient information concerning the nature and frequency of
the errors or problems and other documentation necessary to diagnose and correct
the errors or problems.  Any errors must be documented in writing. The developer
is not  responsible  for  support if the  Product is  modified  by any person or
entity other than the developer.

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6.       PAYMENT

The client will pay the developer for the work performed hereunder as follows:

Initial Deposit. At the signing of this Agreement,  50% of the total development
costs  ($16,810)  will be due.  Payment  of this  amount is to be  considered  a
payment  to retain  our  services  and is  considered  a credit  to  future  due
balances.

Final Payment. The remaining 50% of the total development costs ($16,810),  plus
reimbursement of all reasonable out-of-pocket expenses incurred by the developer
and  invoiced to the  client,  will be due upon  delivery of the final  accepted
Product.

Hosting  and  Maintenance.  $ 200 per month for  hosting  and 4 hours of website
maintenance services as outlined on Exhibit B.

Our price for services  under this Agreement does not include any taxes that may
be levied upon the  services or Product  provided.  If taxes on the  services or
Product  should be  imposed,  the  client  will pay all such  taxes and hold the
developer  harmless  for the payment of any and all such  taxes.  Any failure to
make any payment as specified will permit the developer to withhold  delivery of
any phase or content or revoke delivery of any content.

7.       WARRANTIES

The developer warrants that they are authorized to enter into this Agreement and
that the  developer  will  perform the services  described  herein in a good and
workmanlike  manner and in accordance  with the Functional  Specifications.  The
client  warrants that they are  authorized to enter into this Agreement and that
the client owns or has all rights to use the content  provided  for the Product.
THE  FOREGOING  ARE THE ONLY  WARRANTIES  MADE BY  EITHER  PARTY.  BOTH  PARTIES
SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING, BUT
NOT LIMITED  TO, THE IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND FITNESS FOR A
PARTICULAR PURPOSE.

8.       OWNERSHIP

The  developer  acknowledges  that the  content  provided  by the client for the
Product is the property of the client or their  licensers and that the developer
has no rights in the foregoing except those expressly granted by this Agreement.

The client acknowledges that the html code, related files and the user interface
and  technical  design  and other  content  provided  by the  developer  are the
property of the  developer or their  licensers and that the client has no rights
in the  foregoing  except  those  expressly  granted by this  Agreement  and any
applicable  license  agreements.  The Product,  its code, and all  corresponding
copyrights,  trade secrets, and patent rights, is licensed to the client and not
sold and shall be the sole and exclusive  property of the developer,  subject to
the rights of the client in the content  provided by the client.  The client may
not decompile, disassemble, reverse-engineer or in any way reduce the Product to
a  human-readable  form.  The client may not  translate,  recompile,  resell for
profit  or added  value,  or in any way  create  derivative  works  based on the
Product developed  pursuant to this Agreement,  or any part thereof.  The client
may not distribute, copy or transfer, in any form, copies of the Product, either
by physical  means or  electronic  transmission  unless  otherwise  permitted in
Exhibit C.

The  developer may use portions of the Product to  demonstrate  our abilities to
develop other such projects.  The developer  will affix the following  copyright
notice to the Internet Product:  "Copyright (C) 2000 by InSite  Productions." as
well as a small banner at the foot of the first page of html  specifying  InSite
Productions as the sole developer of the Product. Such notice will be affixed on
all tangible  versions of the Product.  Content  copyright  notices will also be
affixed to the  Product:  "Copyright  (C) 2000 by  Financial  Industry  Computer
Systems, Inc.". Exceptions to this copyright will be specified in Exhibit C.

The  client  will take  reasonable  precautions  to  protect  and  preserve  the
integrity of the developers content licensed hereunder.

9.       INDEMNITY

The  developer  will defend,  indemnify  and hold the client  harmless  from and
against any and all liabilities,  losses, damages, costs and expenses (including
legal fees and expenses) associated with any claim or action brought against the
client for actual or alleged infringement of any patent,  copyright,  trademark,
service mark,  trade secret or other property right based upon the  duplication,
sale, license or use of the user interface,  other computer programming,  and/or
other  data or  material,  provided  by the  developer  as part of the  Product,
provided that the  developer is promptly  notified in writing of the claim by or
against  the  client.  The  developer  will have the sole right to  conduct  the
defense of any such claim or action and all  negotiations  for its settlement or
compromise  unless  otherwise  agreed to in  writing.  If the  developer,  after
receiving notice of any such proceeding,  fails to immediately begin the defense
of such claim or action,  the client may (without further notice) retain counsel
and undertake the defense,  compromise, or settlement of such claim or action at
the expense of the developer.

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The client will  defend,  indemnify  and hold the  developer  harmless  from and
against any and all liabilities,  losses, damages, costs and expenses (including
legal fees and expenses) associated with any claim or action brought against the
developer  for  actual  or  alleged  infringement  of  any  patent,   copyright,
trademark,  service mark,  trade secret or other  property  right based upon the
duplication, sale, license or use of the content, provided by the client as part
of  the  Product  and   against  any  claim   arising  out  of  the   Functional
Specifications or any security breach or credit, banking or similar fraud, abuse
or  misuse  relating  to the use of the  Product,  provided  that the  client is
promptly  notified  in  writing of the claim by or against  the  developer.  The
client  will have the sole  right to  conduct  the  defense of any such claim or
action and all  negotiations  for its settlement or compromise  unless otherwise
agreed  to in  writing.  If the  client,  after  receiving  notice  of any  such
proceeding,  fails to immediately begin the defense of such claim or action, the
developer may (without further notice) retain counsel and undertake the defense,
compromise,  or settlement of such claim or action at the expense of the client.
The  liability of the  developer  to the client  shall be  otherwise  limited to
direct damages and shall not exceed the amount of the fees paid by the client to
the  developer  during the term of this  Agreement.  The  developer  will not be
liable for incidental, special, or consequential damages (including lost profits
or lost  business  suffered  by or  claimed  against  the  client),  even if the
developer has previously been advised of the possibility of such damages.

10.      TERM

This  Agreement will expire on the first  anniversary  of the date hereof.  This
Agreement  will  automatically  renew  for  one  year  terms  unless  a  written
notification  of  cancellation is given by either the client or the developer 30
days prior to the renewal date. Either party may terminate this Agreement at any
time in the  event  (i) the other  party is in  material  breach of the terms or
conditions  of this  Agreement  and such  breach is not cured  within 10 days of
written notice from the party not in breach.

In the event of termination by either party, the client will pay all sums due as
of the date of such notice. Upon receipt of payment, the developer will promptly
deliver to the client the Product, and a royalty free non-exclusive license for
the developer's content.

11.      MISCELLANEOUS

This Agreement and the rights and  obligations  hereunder may not be assigned in
whole or in part by either party without the prior written  consent of the other
party, and any purported  assignment  without such written consent shall be void
and of no effect, provided that either party may assign this Agreement in a sale
of all or substantially all of the assets of such party or in a merger involving
such  party.  Nothing  stated in this  Agreement  shall be deemed to create  the
relationship of partners, joint venturers, employer-employee, master-servant, or
franchiser-franchisee  between  the  parties  hereto.  Neither  party  shall  be
responsible for delays or failure of performance  resulting from acts beyond the
reasonable  control of such party.  Such acts shall include,  but not be limited
to, acts of God, strikes,  walkouts,  riots, acts of war, epidemics,  failure of
suppliers  to  perform,   governmental   regulations,   power  failure(s),   ___
earthquakes,  or other disasters. The warranties and indemnification obligations
set forth in the  Agreement  shall survive the  termination  of the Agreement by
either party for any reason.

12.      NOTICES

All notices in  connection  with this  Agreement  shall be in writing and may be
served personally or by prepaid registered or certified United States mail or by
private mail  service  (such as Federal  Express or DHL),  in either case to the
addresses  set forth at the beginning of this  Agreement.  Either party may from
time to time,  by notice in writing  served upon the other  party as  aforesaid,
designate a different  mailing address or a different  person to which following
such service all further notices or demands are thereafter to be addressed.

INSITE PRODUCTIONS LLC                   CLIENT:
                                                --------------------------------

By:                                      By:
   ------------------------------------     ------------------------------------

Title:                                   Title:
      ---------------------------------        ---------------------------------

Date:                                    Date:
     ----------------------------------       ----------------------------------



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                                    EXHIBIT A
                            FUNCTIONAL SPECIFICATIONS




                              See attached proposal










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                                    EXHIBIT B
                        HOSTING AND MAINTENANCE SERVICES





               General Hosting, Maintenance and Administration includes:

o        Domain name transfer
o        storing your website on our server (up to 50MB)
o        network and server  administration  to ensure  proper  operation  of IP
         managed hardware
o        unlimited  file  transfers  and  the  supporting  bandwidth  on our DS3
         network
o        cgi-bin to store and execute your perl or csh scripts for interactivity
         on your website
o        daily backups of your website for added security
o        phone technical support regarding website related issues
o        Ongoing  maintenance  of all  interactive  response  forms  and/or java
         applications developed for the website.
o        Routing of form responses to designated email address
o        Management and support of databases and interactive functionality
o        Up to five (5) POP email  accounts  using the domain name  selected for
         the website
o        ______  hours of website content maintenance







ALL HOSTING AND MAINTENANCE  FEES ARE SUBJECT TO ANNUAL INCREASES AT THE RENEWAL
DATE OF THIS AGREEMENT.  NOTIFICATION OF PRICE INCREASES MUST BE PROVIDED TO THE
CLIENT, IN WRITING, PRIOR TO 45 DAYS BEFORE THE RENEWAL DATE.


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                                    EXHIBIT C
                      DISTRIBUTION AND COPYRIGHT EXCEPTIONS







                                      NONE








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