[picture]  Harold K 'Cas' Carter
            No. 2  Foster Lodge
            St. George
            Barbados
            Indies
-----------------------------------------------------------------------------


9 June 2000

ifg.com, INC
C/o  Kevin Mellor
1400 - 2002 Victoria Ave.
Regina
Saskatchewan
S4POR7
Canada

Dear Sir:

I hereby agree to be a director of ifg.com, INC.

Yours respectfully,



(signature Harold K. 'Cas' Carter)
Harold K. `Cas' Carter

HKC/sam







-----------------------------------------------------------------------------
Phone: (246) 435-7062            Fax: (246) 435-7062        cas@caribsurf.com
<PAGE>


                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT made as of the 20TH day of April, 2000.

BETWEEN:

     IFG TRUST SEVICES INC.,
     a Corporation incorporated under the laws of Nevis,

     Hereinafter referred to as the "Company"

                                          OF THE FIRST PART;

                       -and-

     DAN MACMULLIN,
     of the City of Regina in the Province of Saskatchewan,

     Hereinafter referred to as the "Employee"

                                         OF THE SECOND PART.

     WHEREAS the Company is desirous of engaging  the  services of the  Employee
with respect to the position of  Vice-President  and Director of the Company and
to perform  management  and director  services  related to these offices and the
business being carried on by the Company (the "Business");

     AND WHEREAS  the  Employee is  desirous  of  providing  the  aforementioned
services in conjunction with the management of the Business;

     NOW THEREFORE in consideration of the mutual  covenants  exchanged  between
the parties the parties agree with each other as follows:

1.0  VICE-PRESIDENT and DIRECTOR

1.1  The Company  hereby hires and retains the Employee to satisfy the positions
     of Vice-President and Director,  and without limiting the generality of the
     foregoing the Employee agrees to render,  the following skilled services in
     accordance with the terms and conditions set out in this Agreement:

     (a)  To  assist  in  all  matters  relating  to  the  planning,   research,
          development,  operation,  maintenance  and  execution of the trust and
          corporate services offered by the Company to its customers;

     (b)  To become  knowledgeable  and proficient at trust and corporate law in

<PAGE>

                                                                               2

          general so that the  Employee  can be  conversant  with the  Company's
          customers and their professional advisors;

     (c)  To become  knowledgeable  and  proficient  with respect to the laws of
          Nevis regarding trust and corporate services;

     (d)  To act as the Company's  liaison with the Governments of St. Kitts and
          Nevis with the purpose of expanding  the  Company's  business in these
          jurisdictions;

     (e)  To travel as necessary to establish the Company's  ability to carry on
          business in other Caribbean jurisdictions;

     (f)  To assist and give  guidance to the Board of  Directors of the Company
          in the general supervision of the Business;

     (g)  To  execute  the   directions   given  by  the  Board  of   Directors.
          (Collectively referred to herein as "Consulting Services").


2.0  DILIGENCE

2.1  The Employee agrees to be bound by the provisions hereof and to perform the
     Consulting  Services  required  to be  performed  by  him  pursuant  to the
     provisions hereof, diligently and in good faith and with a view to the best
     interests of the Company.


3.0  REMUNERATION

3.1  The remuneration paid to the Employee for the Consulting  Services shall be
     $50,000 USD per annum payable monthly, guaranteed for 1 year;

3.2  The Employee shall receive $2,500 USD per month living allowance;

3.3  The Company shall pay to have the Employee obtain his work permit in Nevis.


4.0  HOLIDAYS

4.1  The Employee shall be entitled to 3 weeks vacation per year.

<PAGE>

                                                                               3

5.0  WORK WEEK

5.1  The Employee  shall be available  for and shall work a forty (40) hour work
     week or the time necessary to satisfy his obligations under this Agreement.


6.0  TERM

6.1  The term of this Agreement shall commence on June 15, 2000.

6.2  The Company may  terminate  this  Agreement at any time on thirty (30) days
     written notice to the Employee.


7.0  JURISDICTION

7.1  The parties agree that this Agreement  shall be governed in accordance with
     the laws of Nevis.


8.0  NOTICE

8.1  Any  notice  to be given  hereunder  shall be valid and  effective  if such
     notice  is sent by first  class  mail,  postage  prepaid,  addressed  to or
     personally delivered to the Company at:

                P.O. Box 265GT, Walker House
                Mary Street, George Town
                Grand Cayman, Cayman Islands

     and to the Employee at:

                P.O. Box 481
                #3 Church Street
                Basseterre St. Kitts
                West Indies

     Any notice so given by mail shall be deemed to have been given on the third
     business day following the date of mailing and any notice so given by being
     personally delivered shall be deemed to have been given when so delivered.


9.0  MISCELLANEOUS

9.1  The  Employee  agrees  to  become  the  Vice-President  and  Director  of a
     corporation  to be formed that will be a subsidiary  of Internet  Financial

<PAGE>

                                                                               4

     Group Inc. and represents that Company's trust services division.

     IN WITNESS WHEREOF the parties have caused this Agreement to be executed as
of the day and year first above written.

(Seal)                                          IFG Trust Services Inc.




                                                Per:__(signature)_________

Signed, Sealed and Delivered in
the presence of:




(signature)                                     (signature)
-----------------------------                   --------------------------
Witness                                         Dan MacMullin









<PAGE>
                                                                    [LOGO - IFG]




March 20, 2001

Drew Parker
Simon Fraser University

IFG would like to offer you the  opportunity  to be a director of  International
Financial  Group Inc. Our Company  will be filing to become a public  company on
the NASDAQ in the near future.

Remuneration  will be  $10,000  USD per annum  payable  quarterly  at $2,500 per
quarter. A stock option plan will be developed by the company in the future that
you will participate in.

Will you please  sign and date where  indicated  and  return  this  letter to me
accepting  your  position as a director.  A directors  meeting will be held this
week in which we would like your attendance.

Please forward the following  documents  (notarized  passport picture page, bank
reference  and  professional  reference)  to our attention so that we have a due
diligence  package  that must be provided to satisfy  the Cayman  Islands  money
laundering laws.

If you have any questions please call me at 345-946-4170.

Yours truly,




Kevin C. Mellor
President and Chairman

I, Drew Parker, hereby accept the position of Director,  International Financial
Group Inc this 20 day of March, 2001.


___(signature - Drew C. Parker)______
Drew Parker

                      INTERNATIONAL FINANCIAL GROUP, INC.
       ------------------------------------------------------------------
       P.O.Box 10098 APO, Grand Pavilion Commercial Centre, West Bay Road
                       Grand Cayman, Cayman Islands, BWI
<PAGE>



                                                                  [LOGO-ifg.com]
                                                                   Box 10098 APO
                                                Grand Pavilion Commercial Centre
                                                                   West Bay Road
                                                    Grand Cayman, Cayman Islands
                                                             British West Indies
                                                        Telephone: (345) 9464170
                                                        Fascimile: (345)946-4173

                                                           Website:  www.ifg.com


October 19, 2000

Mr. John W. Rayner
Independent Consults Actuary
Abbott Associates
Suite 204
International Centre
Bermudiana Road
Hamilton, Bermuda

Dear Mr. Rayner:

Pursuant to our  conversation,  it is with pleasure to offer to you the position
of Director, ifg.com, Inc. and Director, ifginsurance.com,  Inc, (a to be formed
Bermuda corporation).

Remuneration  will be $10,000 USD for each position and will be paid  quarterly.
Please note, in this instance, we will be advancing $10,000 USD as a retainer to
be granted towards your directors fees.

Will you please  sign and date where  indicated  and  return  this  letter to me
accepting your position as a director.


Yours truly,


(signature - Kevin C. Mellor)
Kevin C. Mellor
President and Chairman


I, John W Rayner,  hereby accept the position of Director,  ifg.com,  Inc..  and
will accept the position of Director for, ifginsurance.com, Inc. (a to be formed
Bermuda corporation.) upon its formation.

_____(signature - John W. Rayner)______
John W. Rayner







  --------------------------------------------------------------------------
<PAGE>


                                                                  [LOGO-ifg.com]
                                                                   Box 10098 APO
                                                Grand Pavilion Commercial Centre
                                                                   West Bay Road
                                                    Grand Cayman, Cayman Islands
                                                             British West Indies
                                                        Telephone: (345) 9464170
                                                        Fascimile: (345)946-4173

                                                           Website:  www.ifg.com

Signed in the City of (signed - Hamilton) in the Country of (signed - Bermuda)
dated this (signed - 20th) day of (signed - October), 2000.












  --------------------------------------------------------------------------
<PAGE>


                              EMPLOYMENT AGREEMENT
                              --------------------

THIS AGREEMENT made as of the (signed - 8) day of (signed - September), 2000.

BETWEEN:

                ifg.com, Inc.,
                a Corporation incorporated under the laws of the Cayman Islands,

                Hereinafter referred to as the "Company"

                                                              OF THE FIRST PART;

                                     - and -

                Catherine Rublack,
                of the City of Vancouver in the Province of British Columbia,

                Hereinafter referred to as the "Employee"

                                                             OF THE SECOND PART.

     WHEREAS the Company is desirous of engaging  the  services of the  Employee
with respect to the position of Vice President Administration of the Company and
other  services  related to the  business  being  carried on by the Company (the
"Business");

     AND WHEREAS  the  Employee is  desirous  of  providing  the  aforementioned
services in conjunction with the management of the Business;

     NOW THEREFORE in consideration of the mutual  covenants  exchanged  between
the parties the parties agree with each other as follows:


1.0  VICE PRESIDENT ADMINISTRATION

1.1  The Company hereb hires and retains the Employee to satisfy the position of
     Vice President  Administration,  and without limiting the generality of the
     foregoing the Employe agrees to render,  the following  skilled services in
     accordance with the terms and conditions set out in this Agreement:

     (a)  Executing all reasonable directions given by the President;

     (b)  Performing the duties of the office of Vice  President  Administration
          with integrity and in the best interests of the Company;


<PAGE>

                                                                               2

     (c)  To become  knowledgeable  and proficient  with  securities laws of the
          Cayman Islands and  specifically  the Cayman Island Stock Exchange and
          business, trade and corporate laws of the Cayman Islands;

     (d)  To travel as necessary to assist the  President in his duties;

     (e)  To perform all job duties in a private and confidential manner;

     (Collectively referred to herein as "Employee Services").


2.0  DILIGENCE

2.1  The Employee agrees to be bound by the provisions hereof and to perform the
     Employee  Services  required  to  be  performed  by  her  pursuant  to  the
     provisions hereof, diligently, privately, confidentially, in good faith and
     with a view to the best interests of the Company.


3.0  REMUNERATION

3.1  The  remuneration  paid to the Employee for the Employee  Services shall be
     $50,000 USD per annum payable monthly, guaranteed for 1 year;

3.2  The Employee shall receive $2,500 USD per month living allowance;

3.3  The Company  shall pay to have the  Employee  obtain her work permit in the
     Cayman Islands;

3.4  The Company  shall pay to lease a 4 door economy size car for the time that
     the Employee remains employed by the Company;

3.5  The Company shall pay to provide health insurance for the Employee;

3.6  The Company shall reimburse the employee for reasonable  expenses  incurred
     to move to the Cayman Islands.


4.0  HOLIDAYS

4.1  The Employee shall be entitled to 4 weeks vacation per year and two airline
     tickets  for the purpose of  allowing  the  Employee to take two trips to a
     destination of her choice in North America.


<PAGE>

                                                                               3

4.2  The 4 weeks  vacation  is  exclusive  of the time taken by the  employee to
     enjoy the two airline tickets but in any event not to exceed 7 days.


5.0  WORK WEEK

5.1  The Employee  shall be available  for and shall work a forty (40) hour work
     week or the time necessary to satisfy her obligations under this Agreement.


6.0  TERM

6.1  The term of this Agreement shall commence on September 8, 2000.

6.2  The Company may  terminate  this  Agreement at any time on thirty (30) days
     written notice to the Employee.


7.0  JURISDICTION

7.1  The parties agree that this Agreement  shall be governed in accordance with
     the laws of the Cayman Islands.


8.0  NOTICE

8.1  Any  notice  to be given  hereunder  shall be valid and  effective  if such
     notice  is sent by first  class  mail,  postage  prepaid,  addressed  to or
     personally  delivered to the Company at:

                P.O. Box 265GT,  Walker House
                Mary Street, George Town
                Grand Cayman, Cayman Islands

     and to the  Employee at an address to be provided by her upon  execution of
     this Agreement.

8.2  Any notice so given by mail shall be deemed to have been given on the third
     business day following the date of mailing and any notice so given by being
     personally delivered shall be deemed to have been given when so delivered.


<PAGE>


                                                                               4

IN WITNESS  WHEREOF the parties have caused this  Agreement to be executed as of
the day and year first above written.

(Seal)                                        ifg.com, Inc.



                                              Per: __(signature)__

Signed, Sealed and Delivered in
the presence of:


___(signature - Marie P. L. Wells)__          __(signature - Catherine Rublack)
Witness`---                                   Catherine Rublack













<PAGE>


                         EMPLOYMENT AGREEMENT AMENDMENT
                         ------------------------------

          THIS AGREEMENT made as of the 7th day of March, 2001.

BETWEEN:

          INTERNATIONAL  FINANCIAL GROUP INC. (formerly Internet Financial Group
          Inc,),  a  Corporation  incorporated  under  the  laws  of the  Cayman
          Islands,

          Hereinafter referred to as the "Company"

                                                              OF THE FIRST PART;

                                     -and-

          ANTONY CHAN,
          of the City of Burnaby in the province of
          British Columbia, Canada

          Hereinafter referred to as the "Employee"

                                                             OF THE SECOND PART.

     WHEREAS the Employee  and the Company  have agreed to the  amendment of the
Employment  Agreement  executed by the Employee and the Company in the year 2001
in respect of the shares to be issued to the Employee;

     AND WHEREAS this amending agreement satisfies the Company's  obligations to
the  Employee  regarding  any and all shares of the  Company  and any  agreement
dealing,  of any  kind,  is  amended  by this  agreement  and is of no force and
effect;

     NOW THEREFORE in consideration of the mutual  covenants  exchanged  between
the parties the parties agree with each other as follows:


1.0  AMENDMENT

1.1  The Employee and the Company hereby agree to amend all provisions contained
     in the Employment Agreement that deals with the offer, issuance, vesting or
     any other  dealing of the ordinary  shares to the Employee but in all other
     respects the said agreement shall remain in force.


<PAGE>

2

1.2  That the Employee and the Company  hereby agree that any agreement  dealing
     with  the  shares  of the  Company  is of no  force  and  effect  upon  the
     execution of this Agreement.

1.3  Upon the Company  adopting a share option program the Employee will be able
     to participate in this program pursuant to its terms and conditions.


2.0  JURISDICTION

2.1  The parties agree that this Agreement  shall be governed in accordance with
     the laws of the Cayman Islands.


3.0  NOTICE

3.1  Any  notice  to be given  hereunder  shall be valid and  effective  if such
     notice  is sent by first  class  mail,  postage  prepaid,  addressed  to or
     personally delivered to the Company at:

                P.O. Box 10098 APO
                Grand Pavilion Commercial Centre
                West Bay Road
                Grand Cayman, Cayman Islands



     and to the Employee at:

                7110 Adair Street
                Burnaby, British Columbia
                Canada
                V5A 1N6


<PAGE>

                                                                               3

     Any notice so given by mail shall be deemed to have been given on the third
     business day following the date of mailing and any notice so given by being
     personally delivered shall be deemed to have been given when so delivered.

     IN WITNESS WHEREOF the parties have caused this Agreement to be executed as
of the day and year first above written.





(Seal)                                     INTERNATIONAL FINANCIAL GROUP INC.



                                           Per:__(signature)_______________

Signed, Sealed and Delivered in
the presence of:



_______________________________            ___(signature - Anthony Chan)___
Witness                                    Anthony Chan








<PAGE>


                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS AGREEMENT made effective the 1st day of April, 2001.

BETWEEN:

         ifg.com, Inc.,
         a Corporation incorporated under the laws of the Cayman Islands,

         Hereinafter referred to as the "Company"

                                                              OF THE FIRST PART;

                                    - and -

         ANTHONY CHAN,
         of the City of Burnaby, Canada

         Herinafter referred to as the "Employee"

                                                             OF THE SECOND PART.

     WHEREAS the Company is desirous of engaging  the  services of the  Employee
with respect to the position of Senior  Vice-President of technology and systems
and to perform management services related to this office and the business being
carried on by the Company and
its subsidiaries;

     AND WHEREAS  the  Employee is  desirous  of  providing  the  aforementioned
services in conjunction with the management of the Company;

    NOW THEREFORE in consideration of the mutual covenants exchanged between the
parties the parties agree with each other as follows:


1.0  SR. VICE-PRESIDENT OF TECHNOLOGY AND SYSTEMS

1.1  The Company  hereby  hires and retains the Employee to satisfy the position
     of Sr.  Vice-President  of  Technology  and Systems of ifg.com,  Inc.,  and
     without  limiting the  generality of the  foregoing the Employee  agrees to
     render,  the following  skilled  services in accordance  with the terms and
     conditions set out in this Agreement:

     (a)  To be responsible for all matters relating to the operation, planning,
          staffing and  budgeting in respect of the  operation of all aspects of
          the Company and its subsidiaries, technology and systems requirements;

     (b)  To develop a technology plan that identifies all systems  requirements


<PAGE>

                                                                              2
          for the Company and its subsidiaries  within the budget  restraints of
          the Company and its subsidiaries and to identify,  evaluate and manage
          programmers to perform the software coding for the Company's systems;

     (c)  To present all plans to the Board of Directors  and  management of the
          Company in a timely fashion for their  consideration  before incurring
          expenditures on behalf of the Company;

     (d)  To evaluate, develop, enhance and test the existing securities trading
          system the Company utilizes to conduct securities trades;

     (e)  To attend all Board of  Directors  meetings  of the Company and assist
          other senior  management and directors in the general  supervision and
          management of the Company;

     (f)  To satisfy all reasonable  requests made by the Board of Directors and
          President  of  the  Company.

          (Collectively referred to herein as "Consulting Services").


2.0  DILIGENCE

2.1  The Employee agrees to be bound by the provisions hereof and to perform the
     Consulting  Services  required  to be  performed  by  him  pursuant  to the
     provisions hereof, diligently and in good faith and with a view to the best
     interest of the Company.


3.0  REMUNERATION

3.1  Subject  to  section  3.2 the  remuneration  paid to the  Employee  for the
     Consulting  Services  shall  be  $120,000  CDN per  annum  payable  monthly
     ($10,000 CDN) commencing April 1, 2001 to be paid at the end of each month;

3.2  The Company  shall pay to have the  Employee  obtain his work permit in the
     Cayman Islands or other offshore jurisdiction;


4.0  HOLIDAYS

4.1  The  Employee  shall  be  entitled  to 3  weeks  vacation  per  year on the
     understanding  that  they can not be taken  for the  first 9 months  of his
     employment.


5.0  WORKWEEK

5.1  The Employee  shall be available  for and shall work a forty (40) hour work
     week or the time necessary to satisfy his obligations under this Agreement.


<PAGE>

                                                                               3
     The employee  acknowledges  that  overtime  will be required to perform his
     obligations under this Agreement to which he will not be compensated for.


6.0  TERM

6.1  The term of this Agreement shall commence on April 1, 2001.

6.2  The Company and the Employee may  terminate  this  Agreement at any time on
     thirty (30) days written notice to the other party or immediately  for just
     cause.


7.0  JURISDICTION

7.1  The parties agree that this Agreement  shall be governed in accordance with
     the laws of the Cayman Islands.


8.0  NOTICE

8.1  Any  notice  to be given  hereunder  shall be valid and  effective  if such
     notice  is sent by first  class  mail,  postage  prepaid,  addressed  to or
     personally delivered to the Company at

        P.O. Box 10098 APO
        Grand Pavilion Commercial Centre
        West Bay Road, Georgetown
        Grand Cayman, Cayman Islands

     and  to the Employee at:

        -------------------
        Burnaby, Canada
        -------------------

     Any notice so given by mail shall be deemed to have been given on the third
     business day following the date of mailing and any notice so given by being
     personally delivered shall be deemed to have been given when so delivered.


9.0  MISCELLANEOUS

9.1  The Employee will be issued 250,000 ordinary shares in ifg.com, Inc. at its
     paid up  capital  amount  prescribed  by the  Memorandum  and  Articles  of
     Association. The Employee acknowledges and agrees that upon his leaving the
     Company or any of its subsidiaries or their successors or assigns,  for any


<PAGE>
                                                                               4
     reason  regardless  of  termination  of this contract by the Company or the
     Employee, he shall sell back to the Company at the Company's option, at the
     same price for which he  purchased  those  shares  from the  Company,  that
     number of shares that represents the sum of the following formula:

          250,000 shares minus (the number of months subsequent to April 1, 2001
          that the Employee  worked for the Company  pursuant to this  Agreement
          multiplied by 20,833 shares).

     The  Employee  irrevocably  grants to the  Company  the right to act as his
     power of  attorney,  for the sole purpose of  transferring  the said shares
     back to the Company as stated in this paragraph 9.1.

     IN WITNESS WHEREOF the parties have caused this Agreement to be executed as
of the day and year first above written.






(Seal)                                      ifg.com, Inc.



                                            Per:____(signature)________________

Signed, Sealed and Delivered in
the presence of:



___(signature)_______________               ___(signature - Anthony Chan)______
Witness                                     Anthony Chan











<PAGE>




                                                                    [Logo - IFG]



March 27, 2001



Via Email

Mr. Roman Kostiw
55 Hillcrest Ave.
North York, Ontario

Dear Mr. Kostiw:

IFG would like to offer you the  opportunity  to be a director of  International
Financial  Group,  Inc. Our Company will be filing to become a public company on
the NASDAQ in the near future.

Remuneration  will be  $10,000  USD per annum  payable  quarterly  at $2,500 per
quarter.  A stock option plan will be  developed by the Company,  in the future,
and you will have the opportunity to participate.

Will you please  sign and date where  indicated  and  return  this  letter to me
accepting your position as a director. A directors meeting will be hold tomorrow
at 2:00 p.m. ET in which we would appreciate your attendance.

We have your due diligence  documentation on file, however, if you could provide
us with an up-to-date  resume as well as your contact numbers if you do not wish
to be contacted at your office.

If you have any questions, please call me at 345-946-4170.

Yours truly,



Kevin Mellor
President and Chairman




I, Roman Kistiw, hereby accept the position of Director, International Financial
Group, Inc. the 30th of March, 2001.

                                    (signature - R. Kostiw)



                        INTERNATIONAL FINANCIAL GROUP INC
     P.O. Box 10098 APO o Grand Pavilion Commercial Centre o West Bay Road o
                      Grand Cayman o Cayman Islands, BWI o
                     Tel: 345-946-4170 o Fax: 345-946-4173


<PAGE>


                              EMPLOYMENT AGREEMENT
                              --------------------


     THIS AGREEMENT made as of the 17th day of April, 2000.

BETWEEN:

     INTERNET FINANCIAL GROUP INC,
     a Corporation incorporated under the laws of the Cayman. Islands,

     Herinafter referred to as the "Company"

                                                              OF THE FIRST PART;

                                     -and -

     JAMES STEPHENSEN,
     of the City of Vancouver in the Province of British Columbia,

     Hereinafter referred to as the "Employee"

                                                             OF THE SECOND PART.

     WHEREAS the Company is desirous of engaging  the  services of the  Employee
with respect to the position of Chief Technology Officer/Director and to perform
management and director services related to these offices and the business being
carried on by the Company (the "Business:);

     AND WHEREAS  the  Employee is  desirous  of  providing  the  aforementioned
services in conjunction with the management of the Business;

     NOW THEREFORE is consideration of the mutual  covenants  exchanged  between
the parties the parties agree with each other as follows:


1.0  CHIEF TECHNOLOGY OFFICER and DIRECTOR

1.1  The Company  hereby hires and retains the Employee to satisfy the positions
     of  Chief  Technology  Officer  and  Director,  and  without  limiting  the
     generality of the foregoing  the Employee  agrees to render,  the following
     skilled  services in accordance  with the terms and  conditions  set out in
     this Agreement:

     (a)  To  assist  in  all  matters  relating  to  the  planning,   research,
          development,   operation,  and  maintenance  of  the  computer  system
          including  software and hardware and its  interface  with the internet
          and the Company's  customers and  potential  customers  related to the
          Business;



<PAGE>


                                                                               2

     (b)  To assist and give  guidance to the Board of  Directors of the Company
          in the general supervision of the Business.

          (Collectively referred to herein as "Consulting Services").


2.0  DILIGENCE

2.1  The Employee agrees to be bound by the provisions hereof and to perform the
     Consulting  Services  required  to be  performed  by  him  pursuant  to the
     provisions hereof, diligently and in good faith and with a view to the best
     interest of the Company.


3.0  REMUNERATION

3.1  Subject  to  section  3.2 the  remuneration  paid to the  Employee  for the
     Consulting  Services  shall be  $150,000  USD per  annum  payable  monthly,
     guaranteed for 1 year;

3.2  The  Employee  shall  receive  $10,000 USD per annum for his  services as a
     director to the Company.

3.3  The Company shall pay all reasonable  costs  necessary to have the Employee
     set up his office at home and shall pay all costs in the  operation  of the
     home office.


4.0  HOLIDAYS

4.1  The Employee shall be entitled to 3 weeks vacation per year.


5.0  WORK WEEK

5.1  The Employee  shall be available  for and shall work a forty (40) hour work
     week or the time necessary to satisfy his obligations under this Agreement.


6.0  TERM

6.1  The term of this Agreement shall commence on May 1, 2000.

6.2  The Company may  terminate  this  Agreement at any time on thirty (30) days
     written notice to the Employee.




<PAGE>


                                                                               3

7.0  JURISDICTION

7.1  The parties agree that this Agreement  shall be governed in accordance with
     the laws of the Cayman Islands.


8.0  NOTICE

8.1  Any  notice  to be given  hereunder  shall be valid and  effective  if such
     notice  is sent by first  class  mail,  postage  prepaid,  addressed  to or
     personally delivered to the Company at:

          P.O. Box 265GT, Walker House
          Mary Street, George Town
          Grand Cayman, Cayman Islands

     and to the Employee at:

          1175 Tall Tree Lane
          Vancouver, British Columbia
          V7R 1W6

     Any notice so given by mail shall be deemed to have been given on the third
     business day following the date of mailing and any notice so given by being
     personally delivered shall be deemed to have been given when so delivered.


9.0  MISCELLANEOUS

9.1  The Employee  agrees to become the  President and Director of a corporation
     to be formed that will be a  subsidiary  of the Company and  represent  the
     Company's technology division.










<PAGE>


                                                                               4

     IN WITNESS WHEREOF the parties have caused this Agreement to be executed as
of the day and year first above written.




(Seal)                                         INTERNET FINANCIAL GROUP INC.


                                               Per:__(signature)________________


Signed, Sealed and Delivered in
the presence of:




__(signature - Marcia M. Stephenson)__         __(signature - James Stephenson)_
Witness                                        Jim Stephensen










<PAGE>


                    EMPLOYMENT AND SHARE AGREEMENT AMENDMENT
                    ----------------------------------------


     THIS AGREEMENT made as of the 7th day of March, 2001.

BETWEEN:

     INTERNATIONAL FINANCIAL GROUP INC. (formerly Internet
     Financial Group Inc.), a Corporation incorporated under the laws
     of the Cayman Islands,

     Hereinafter referred to as the "Company"

                                                              OF THE FIRST PART;

     JAMES STEPHENSON,
     of the City of North Vancouver in the Province of British
     Columbia, Canada

     Hereinafter referred to as the "Employee"

                                                             OF THE SECOND PART.

     WHEREAS the Employee  and the Company  have agreed to the  amendment of the
Employment  Agreement  executed by the Employee and the Company in the year 2000
in respect of the shares to be issued to the Employee or a trust of his choice;

     AND WHEREAS this amending agreement satisfies the Company's  obligations to
the Employee or trust of his choice  regarding any and all shares of the Company
and that any share  agreement,  of any kind, is amended by this agreement and is
of no force and effect;

     NOW THERRFORE in consideration of the mutual  covenants  exchanged  between
the parties the parties agree with each other as follows:


1.0  AMENDMENT

1.1  The Employee and the Company hereby agree to amend all provisions contained
     in the Employment Agreement that deals with the offer, issuance, vesting or
     any other dealing of the ordinary  shares to the Employee or a trust of his

<PAGE>
                                                                               2
     choice but in all other respects the said agreement shall remain in force.

1.2  That the Employee or a trust of the employees choice and the Company hereby
     agree that any  agreement  dealing  with the shares of the Company is of no
     force and effect upon the execution of this Agreement.

1.3  The Company hereby agrees to issue to the Employee or a trust of his choice
     250,000 ordinary shares of the company in satisfaction of all the Company's
     obligations, of any kind, regarding the shares to the Employee (or trust of
     his  choice) or as  referenced  in the  Employment  Agreement  or any share
     agreements executed by the Company and the Employee.

1.4  Upon the Company  adopting a share option program the Employee will be able
     to participate in this program pursuant to its terms and conditions.


2.0  JURISDICTION

2.1  The parties agree that this Agreement  shall be governed in accordance with
     the laws of the Cayman Islands.


3.0  NOTICE

3.1  Any  notice  to be given  hereunder  shall be valid and  effective  if such
     notice  is sent by first  class  mail,  postage  prepaid,  addressed  to or
     personally delivered to the Company at:

          P.O. Box 10098APO
          Grand Pavilion Commercial Centre
          West Bay Road
          Grand Cayman, Cayman Islands







<PAGE>


                                                                               3

     and to the Employee at:

          1175 Tall Tree Lane
          Vancouver, British Columbia
          V7R 1W6

     Any notice so given by mail shall be deemed to have been given on the third
     business day following the date of mailing and any notice so given by being
     personally delivered shall be deemed. to have been given when so delivered.


     IN WITNESS WHEREOF the parties have caused this Agreement to be executed as
of the day and year first above written.



(Seal)                                        INTERNATIONAL FINANCIAL GROUP INC.




                                              Per:__(signature)_________________



Signed, Sealed and Delivered in
the presence of:


__(signature)________________                 __(signature - J. Stephenson)_____
Witness                                       Jim Stephenson






<PAGE>