"AMENDED" INDEPENDENT CLIENT SERVICE AGREEMENT

This Agreement is made and entered into by and between INTERNATIONAL DEVELOPMENT
CORP.  (OTCBB:  IDVL),  30  Denver Crescent, Suite 200, Toronto, Canada M2J 1G8,
telephone number 416-490-0254, fax number 416-495-8625,, email: harmuir@aol.com,
                                                                ---------------
(hereinafter  "Client")  and  ALEXANDER  &  WADE,  INC., OR FRANCIS A. ZUBROWSKI
(hereinafter  "Contractor")  with principal offices at 8880 Rio San Diego Drive,
8th  Floor,  San  Diego,  CA  92108,  telephone  number 619-209-6049, fax number
619-209-6079,  email:  faz@theawi.com.
                       --------------

Whereas,  Contractor  declares it is engaged in an independent business, and has
complied  with  all  federal,  state  and local laws regarding business permits,
insurances  and  licenses  of  any  kind  that may be required to carry out said
business  and  the  tasks  to be performed under this Agreement. Contractor also
declares  that  it  has  and  does  provide similar product or services to other
Clients  in  addition  to  contract  services  provided  to  Client.

Whereas,  Contractor  operates  a  legitimate  business  and  desires to provide
services  for  Client  as  set  forth  herein.

THEREFORE,  IN  CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE FOLLOWING
TERMS  AND  CONDITIONS,  THE  PARTIES  AGREE:

     1.   SERVICES  TO  BE  PERFORMED.  Client engages Contractor and Contractor
          agree  to:

     a.   Advise,  assist in reviewing Client's customer business portfolios and
          other  business  assets.

     b.   Advise,  assist  and  provide business contacts to Client for possible
          sale  of  products.

     c.   Advise,  assist  and  provide  business  management and infrastructure
          consulting  services.

     2.  TERMS  OF  PAYMENT. Client shall pay Contractor for the above described
services, as the same are reasonably and acceptably provided and within five (5)
days  after  receipt of a detailed invoice or billing therefore. Payments are to
be  made,  costs  and  fees to be reimbursed and prices to be charged as follows
until  otherwise  agreed  in  writing:

a.  Client  will  pay Contractor a NON-REFUNDABLE consultant fee of $15,000 on a
monthly  basis  commencing  March 1, 2005. These fees are earned upon receipt of
the  invoice.  The payment terms of this agreement shall expire on or about June
30,  2005.

b.  Contractor  will  receive  $100.00  from Client for any wire fees and/or any
returned  check(s).  Contractor  will receive $1,000.00 per month from Client or
any ICSA payment not received within 30 days after the due date.

c.  Contractor  will  receive  a  mutually agreed percentage of any new business
development  procured by Contractor for a period of two years from the date of a
signed  business  agreement  between  Client  and  New  Customers.

d.  Conversion  of Consulting Fee of Client's Common Stock If Applicable. At the
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options  of  the  Contractor,  any  outstanding  unpaid  consulting fee shall be
convertible,  at  any time and from time to time, into such number of fully paid
and  nonassessable  shares  of the client's Common Stock by the Conversion Price
(as  defined below) in effect at the time of conversion. The Conversion Price at
which  shares  of  Common  Stock  shall  be  deliverable upon written conversion
request  by  Contractor.


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Each  conversion  request shall be less than 5% of the outstanding issued common
stock of the corporation. The Conversion Price shall be the lower of (i) 110% of
the  average  Closing  Bid Price of the shares of Common Stock for the three (3)
trading  days  immediately preceding the Initial Closing Date (as defined in the
Securities  Purchase  Agreement)  or  (ii)70% of the average of the three lowest
Closing  Bid  Prices  of  the shares of common Stock for the twenty (20) trading
days  immediately  preceding  the  Conversion Date (as hereinafter defined). For
purposes of these Articles of Amendment, the term "Closing Bid Price" means, for
any  security  as of any date, the closing bid price on the principal securities
exchange  or  trading  market  where  the  Common  Stock  is listed or traded as
reported  by  Bloomberg,  L.P.  ("Bloomberg") or, if applicable, the closing bid
price  of  the  Common  Stock  in  the over-the-counter market in the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid
price is reported for the Common Stock by Bloomberg, then the average of the bid
prices  of  any market makers for such security as reported in the "pink sheets"
by the National Quotation Bureau, Inc. "Trading Day" shall mean any day on which
the  Corporation's  Common  Stock  is  traded  for  any  period on the principal
securities exchange or other securities market on which the Common Stock is then
being  traded.

     3.  EXPENSES  AND  EXPENSE REIMBURSEMENT. Client shall reimburse Contractor
and  make  payment  for  requested or necessary pre-approved travel and expenses
from  Contractor's home base. Any such charges or requests for reimbursement for
these  agreed  charges  shall  be  invoiced and may be paid separately by Client
either  to  Contractor or to the independent supplier for which reimbursement is
sought.

Client  shall  reimburse  contractor  a Hiring Fee of $100,000, in the event the
Client  hires  or  retains  any of the Contractor's consultants or staffs within
twelve  months  from  the  termination date of this agreement. This fee shall be
payable  5  days  after  the  receipt  of  an  invoice.

CLIENT  ACKNOWLEDGES  THE  CONTRACTOR  IS NOT AN ATTORNEY NOR A CERTIFIED PUBLIC
ACCOUNTANT  OR AN AUDITOR OR A BROKER/DEALER OR A MARKET MAKER. CLIENT MUST SEEK
THEIR  OWN  ATTORNEY  AND CERTIFIED PUBLIC ACCOUNTANT FOR OPINIONS AND CONSENTS.
Any  expenses  arise from these professional firms shall be the responsibilities
of  the  Client  or  their  merger  Candidate. Contractor estimates these legal,
audit,  filings,  edgarizing  and  other related expenses shall be approximately
$100,000 to $150,000. These expenses are paid directly to the service performing
parties  and  not  to  the  Contractor.

Client  further  acknowledges  there  may  be additional costs and percentage of
equity  of Client's common stocks to acquire a spin-off merger or stock exchange
company.  The  exact  costs  and  percentages  will  be mutually approved by all
parties  prior  to  completion  of  such  transaction.

     4.  CONTROL.  Contractor retains the sole and exclusive right to control or
direct  the  manner  or  means  by  which  the  work  described  herein is to be
performed.  Client  retains only the right to control the end product or quality
of service delivered to insure its conformity with Client specifications and the
provisions  herein.

     5.  PAYROLL  OR  EMPLOYMENT  TAXES.  No  payroll,  income  withholding  or
employment taxes of any kind shall be withheld or paid by Client with respect to
payments to Contractor. The taxes that are the subject of this paragraph include
but  are  not limited to FICA, FUTA, federal personal income tax, state personal
income  tax,  state  disability  insurance tax, and state unemployment insurance
tax.  Contractor  represents and covenants that it has and will file and pay all
such  payroll,  self  employment, employment, worker's compensation, withholding
and  other taxes and reports as the same might be legally due and payable to all
applicable  state and federal authorities. The Contractor will not be treated as
an employee for state or federal tax purposes. Contractor hereby indemnifies and
holds harmless Client from any and all duty or obligation whatsoever relating to
the


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<PAGE>
payment  or  filing  for  any  and  all  such  taxes,  penalties  and  interest.
Contractor  represents  that its federal employer identification number is (AWI)
88-0484416  and  (FAZ)  ###-##-####.

     6.  WORKER'S  COMPENSATION.  No  workers compensation insurance has been or
will  be  obtained by Client on account of Contractor or Contractor's employees.
Contractor  shall  register and comply with all applicable workers' compensation
laws  in  all  applicable  states and Contractor releases and indemnifies Client
from all liability as to working conditions and the safety or possible injury of
Contractor  and  its  employees.

     7.  TERMINATION.  This  Agreement  covers  and  relates  to  services to be
provided  for  approximately  the  next 120 days from the effective signing date
hereof.  It may be renewed on a monthly basis with the agreement of the parties.
Either party may terminate this agreement by providing the other party a written
15  days  notice.

     8.  The parties agree that a facsimile signature shall have the same effect
as  an  actual  signature.


Agreed  to  be  effective this 1st day of January 2005 at City of San Diego, San
Diego  County,  California.


INTERNATIONAL DEVELOPMENT CORP.              ALEXANDER & WADE, INC.
("CLIENT")                                      ("CONTRACTOR")


/s/  May Weissengruber                       /s/  Francis A. Zubrowski
-----------------------------------          -----------------------------------
Signature                                    Signature


May Weissengruber                            Francis A. Zubrowski
-----------------------------------          -----------------------------------
Printed Name                                 Printed Name


President & COO                              CEO
-----------------------------------          ----------------------------------
Title                                        Title


                                             FRANCIS A ZUBROWSKE
                                                ("CONTRACTOR")

                                             /s/ Francis A. Zubrowski
                                             -----------------------------------
                                             Signature


                                             Francis A. Zubrowski
                                             ---------------------------------
                                             Printed Name


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