MANAGEMENT AGREEMENT

         THIS MANAGEMENT AGREEMENT ("Agreement") is made effective this 14th day
of December 2001, by and between [COMPANY],  a [State] Corporation  ("Company"),
and NET INTEGRATED SYSTEMS LTD., a Bermuda corporation ("Manager").  The Company
and/or Manager are sometimes  herein  referred to  individually as a "party" and
collectively as the "parties."

                                 R E C I T A L S
                                 - - - - - - - -

         WHEREAS,  the  Company  desires  to  engage  Manager  to  assist in the
management of the day-to-day operation of the business of the Company; and

         WHEREAS,  Manager desires to accept such engagement,  Subject to all of
the terms and conditions set forth in this Agreement,

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows.

                                    AGREEMENT

         1.       ENGAGEMENT.  Manager is hereby engaged  by the  Company as its
general  manager,  with all the powers,  authority  and duties  hereinafter  set
forth, subject to the terms and conditions of this Agreement.

         2.       MANAGER'S DUTIES  AND  AUTHORITY.  Manager  shall,  subject to
the approval of the Board of Directors of the Company ("Board of Directors") and
to the terms and conditions of this Agreement,  have the exclusive  authority to
manage the  day-to-day  operation  of the  business of the  Company,  including,
without  limitation,  the power to hire,  discipline and terminate  personnel on
behalf of the Company, enter into, modify and terminate agreements and contracts
(including  leases,  etc.) on behalf of the  Company,  deal with and  manage all
aspects of the Company's  finances,  including,  without  limitation,  acting as
signatory on such bank  accounts as may be  determined by the Board of Directors
of the Company from time to time (the Board of Directors  may remove  Manager as
signatory  on any such bank  accounts),  deal  with and  manage  credit  matters
(including the extension of credit) on behalf of the Company,  deal with, manage
and  compromise  debts and  obligations  of the Company,  deal with,  manage and
acquire assets on behalf of the Company,  deal with, manage and make investments
on behalf of the Company,  and exercise  all related and other  similar  powers.
Manager  acknowledges  that the Company is a reporting  company  pursuant to the
provisions of the Securities Exchange Act of 1934, and the rules and regulations
promulgated  thereunder by the United States Securities and Exchange  Commission
("SEC").  Manager shall use its best efforts to cause the Company to timely file
all SEC reports and schedules  when due. In addition to the  foregoing,  Manager
shall:

         2.1      Devote  Manager's  best  efforts  and  skills  to the business
interests  of the  Company,  take all  reasonable  steps to further  enhance and
develop the interests  and welfare of the Company,  and devote such working time
and attention to the business of the Company as is reasonably indicated;


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<PAGE>

         2.2.     Truthfully and  accurately  make,  maintain  and  preserve all
records and reports that the Board of Directors may, from time to time,  request
or require, and shall fully account for all money, records, equipment, materials
or other property  belonging to the Company of which the Manger may have custody
and shall pay over and deliver  same  promptly  whenever and however the Manager
may be directed to do so by the Board of Directors;

         2.3.     Obey all  lawful  rules,  regulations,  special  instructions,
and  directives  of the Board of  Directors  and  endeavor to improve  Manager's
ability and  knowledge  of the  business of the Company in an effort to increase
the value of Manger's services for the benefit of the Company; and

         2.4.     Make available to the Company any and all material information
of which the Manager has knowledge  that is relevant to the Company's  business,
and make all suggestions and  recommendations  to the Board of Directors,  which
Manager believes will be of benefit to the Company.

3.       DELEGATION OF DUTIES. The authority of Manager to manage the day-to-day
conduct  of the  business  of the  Company  shall be  deemed to  constitute  the
delegation of the management of the day-to-day  operation of the business of the
Company to a management company or other person within the provisions of Section
300 of the California Corporation Code.  Accordingly,  notwithstanding  anything
contained  in this  Agreement to the  contrary,  the business and affairs of the
Company shall be managed and all corporate  powers shall be exercised only under
the ultimate direction of the Board of Directors.  The Board of Directors shall,
and hereby does, retain all right,  authority and power to approve,  disapprove,
oversee and direct the  activities of Manager in the  fulfillment  of its duties
under this Agreement.

4.       CERTAIN  ACTS AND EVENTS.  The Manager shall have the powers and duties
described  in  Section  2 hereof  and such  other  powers  and  duties as may be
prescribed  in this  Agreement,  subject  to the  terms and  conditions  of this
Agreement  and  specifically  subject to the ultimate  direction of the Board of
Directors. In addition, and without limitation,  the Manager shall not engage in
any  management  conduct on behalf of the Company which could have the effect of
or result in the  occurrence  of any of the  following  acts or events  unless a
majority of members of the  applicable  Board of Directors  shall have  provided
their prior written consent to such management conduct:

         4.1.     Any  conduct  that  would make it  impossible  to carry on the
ordinary  business  of the  Company  or  cause  the  cessation  or  unreasonable
interruption of the business of the Company;

         4.2.     Any confession of a judgment against the Company;

         4.3.     The dissolution of the Company;

         4.4.     The  making  of  any  contract or  agreement  on behalf of the
Company not in the ordinary course of the business of the company;

         4.5.     The incurring of any debt not in the ordinary course of the
business of the Company;


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<PAGE>

         4.6.     A change in the nature of the principal business of the
Company;

         4.7.     The filing of a petition in  bankruptcy  or the entering  into
of an arrangement among creditors;

         4.8.     The entering into, on behalf of the Company,of any transaction
constituting a merger or reorganization; or

         4.9.     The sale,transfer or other disposition of all or substantially
all of the asset of the Company.

5.       LIMITATIONS ON MANAGER'S AUTHORITY. Manager shall not commit any act of
fraud, malfeasance or misfeasance in the management of the Company, and shall at
all times use its best  efforts to comply with all  applicable  laws,  rules and
regulations.  Manager  shall use its best efforts to cause the Company to comply
with all applicable laws, rules and regulations,  including, without limitation,
all applicable securities laws, rules and regulations  (specifically  including,
without  limitation,  all securities  reporting rules and all shareholder voting
and proxy rules).  Notwithstanding  anything  contained in this Agreement to the
contrary,  this Agreement,  and the rights granted in this Agreement to Manager,
are  expressly  subject  to all  applicable  SEC and  securities,  laws,  rules,
regulations  and  reporting  and  disclosure  requirements,  including,  but not
limited to, shareholder voting and proxy solicitation rules.

6.       MANAGER'S COMPENSATION.   For  Manager's  services  performed and to be
performed  hereunder,  Manager  shall  be  paid a fee of  Ten  Thousand  Dollars
($10,000)  per  month.  The above fee shall  accrue  and only be  payable to the
extent the Company shall have current operating profits reasonably sufficient to
pay such fee.  Furthermore,  Manager  shall be entitled to the sums set forth at
Section 10 hereof pertaining to voluntary  termination and the fee paid pursuant
to this Section 6 shall offset and be credited toward such sums.

7.       REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company represents
and  warrants to Manager,  as of the date of  execution  of this  Agreement,  as
follows:

         7.1.     The  Company  has  the  full  power  and authority to execute,
         deliver and perform this Agreement.  The Company has the right,  power,
         legal capacity, and authority to enter into and perform its obligations
         under this Agreement, and no approvals or consents of any persons other
         than the Company are necessary in connection with it.

         7.2.     The  execution  and delivery of this  Agreement by the Company
         have been duly authorized by all necessary corporate action on the part
         of the Company.

         7.3.     This  Agreement is valid,  binding,  and  enforceable  against
         the Company in accordance with its terms and no provision requiring the
         performance  of the Company is in conflict with  Company's  obligations
         under any charter or any other  agreement (of whatever form or subject)
         to which the Company is a party or by which the Company is bound.

         7.4      The Company is duly organized,authorized  and in good standing
         under  the  laws of the  State of  Nevada  and is duly  authorized  and
         qualified to conduct business in each jurisdiction in which the Company
         is required to be so authorized or qualified.

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<PAGE>


8.       REPRESENTATIONS  AND WARRANTIES OF THE MANAGER.  The Manager represents
and warrants to the Company,  as of the date of execution of this Agreement,  as
follows:

         8.1.     The  Manager  has  the  full  power  and authority to execute,
         deliver and perform this Agreement.  The Manager has the right,  power,
         legal capacity, and authority to enter into and perform its obligations
         under this Agreement, and no approvals or consents of any persons other
         than the Manager are necessary in connection with it.

         8.2.     The  execution  and delivery of this  Agreement by the Manager
         have been duly authorized by all necessary corporate action on the part
         of the Manager.

         8.3.     This Agreement is valid,  binding, and enforceable against the
         Manager in  accordance  with its terms and no provision  requiring  the
         performance  of the Manager is in conflict with  Manager's  obligations
         under any charter or any other  agreement (of whatever form or subject)
         to which the Manger is a party or by which the Manager is bound.

         8.4      The Manager is duly organized, authorized and in good standing
         under the laws of  Bermuda  and is duly  authorized  and  qualified  to
         conduct business in each  jurisdiction in which the Manager is required
         to be so authorized or qualified,  including,  without  limitation  the
         state of California.

9.       TERM.  The  term of  this Agreement  shall  be for a period of five (5)
years, subject to earlier termination as set forth herein.

10.      VOLUNTARY  TERMINATION.    Manager  may,  in  its  sole  and  exclusive
discretion,  terminate  this  Agreement for any reason upon ten (10) days' prior
written  notice to the  Company.  The  Company  may,  in its sole and  exclusive
discretion, terminate this Agreement for any reason (and other than for cause as
set forth below) upon ten (10) days' prior written  notice to the Manager within
the first year  following  the  execution of the  Agreement,  in which event the
Company shall pay to Manager the following:  (i) all sums then owing to Manager,
including without limitation,  all unpaid principal and interest on any loans or
credits extended by or on behalf of Manager for the benefit of the Company,  and
all unreimbursed  monies advanced by the Manager on behalf of or for the benefit
of  the  Company;   and  (ii)  the  sum  of  One  Million  and  no/100   Dollars
($1,000,000.00).

11.      TERMINATION  FOR CAUSE.  Notwithstanding  anything in this Agreement to
the contrary, the Company may, at its option,  terminate this Agreement for good
cause at any time without notice and without  payment of the fee set forth above
at Section 10. Termination for good cause shall include,  but not be limited to,
the following:

         11.1     The  conviction  of  Manager,  or  any  principal,   member,
         shareholder,  director  or  officer  of  Manager,  or any  employee  or
         representative  of Manager  involved in the  management  of the Company
         hereunder,  by a court  of  competent  jurisdiction  (and to  which  no
         further  appeal can be taken) of a felony or any other crime  involving
         moral turpitude;

         11.2.    The  commission  by  Manager,  or  any  principal,  member,
         shareholder,  director or officer of Manager,  or any representative of
         Manager  acting on behalf  of  Manger,  of an act of fraud or other act
         evidencing bad faith or dishonesty that materially affects the Company;

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<PAGE>

         11.3.    The misappropriation by  Manager,  or any  principal,  member,
         shareholder,   director,   officer  of  Manager,  or  any  employee  or
         representative  of Manager  involved in the  management  of the Company
         hereunder,  without  color of law,  of any funds or  property  or other
         rights of the Company;

         11.4.    The suspension or removal or  termination  of Manager,  or any
         principal, member, shareholder,  director or officer of Manager, or any
         employee or representative of Manager involved in the management of the
         Company  hereunder,  by  or  at  the  request  or  requirement  of  any
         governmental authority having jurisdiction over the Company;

         11.5.    The  willful  refusal  to  follow  any lawful directive of the
         Board of Directors of Company;

         11.6.    The breach by Manager of any  material terms of this Agreement
         or any other agreement between the Manager and the Company;


         11.7.    The filing by the Manager of any petition, or commencement  by
         Manager  of any  proceeding,  under  the  Bankruptcy  Act or any  state
         insolvency law;

         11.8.    The  making by  the  Manager of any general assignment for the
         benefit of creditors;

         11.9.    The filing of a voluntary  or  involuntary application  for or
         appointment of a receiver with regard to Manager;

         11.10.   The filing of any involuntary petition, or commencement of any
         involuntary   proceeding,   under  the  Bankruptcy  Act  or  any  state
         insolvency law, against Manager,  or the appointment of any receiver or
         trustee,  which  petition,  proceeding or  appointment is not fully and
         completely discharged, dismissed or vacated within sixty (60) days;

         11.11.   The  issuance  of  any  cease or desist order or other similar
         order against Manager, or any principal, member, shareholder,  director
         or officer of Manager,  or any  employee or  representative  of Manager
         involved in the management of the Company hereunder;

         11.12.   The liquidation of Manager.

         11.13.   The  substantial  cessation  of  business  by  Manager  for  a
         material amount of time;

         11.14.   The dissolution of Manager; or

         11.15.   The  insolvency  of Manager  as evidenced  by the inability of
         Manager to meet its ordinary obligations as they become due.

12.      MANAGER'S  LIABILITY  LIMITATION.   Notwithstanding  anything  in  this
Agreement  to the  contrary,  in no  event  shall  Manager,  or  its  respective
affiliates or any of their respective directors,  officers, employees, agents or
subcontractors,  be  liable  for lost  profits,  lost  revenues,  lost  business
opportunities,   exemplary,   punitive,   general,   incidental,   indirect   or
consequential  damages under this Agreement,  so long as Manager carries out its

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<PAGE>

duties  hereunder in good faith in a manner  Manager  believes to be in the best
interests  of the  Company  and  its  shareholders  with  such  care,  including
reasonable inquiry, as an ordinarily prudent person in a like position would use
under similar circumstances.  In performing its duties hereunder,  Manager shall
be entitled to rely on information,  opinions, reports or statements,  including
financial  statements  and  other  financial  data,  presented  by the  Board of
Directors, or prepared or presented by officers or employees of the Company whom
the Manager  believes to be reliable  and  competent  in the matters  presented,
counsel,  independent  accountants  or other  persons  as to  matters  which the
Manager believes to be within such person's  professional or expert  competence.
Subject to the foregoing, damages for lost profits, lost revenues, lost business
opportunities,   exemplary,   punitive,   general,   incidental,   indirect   or
consequential  damages under this Agreement are hereby excluded as to Manager by
Agreement of the parties,  to the fullest extent  allowed by law,  regardless of
whether such damages  where  foreseeable  or whether any party or any entity has
been advised of the possibility of such damages.

13.      CONFIDENTIALITY.  Unless specified in writing otherwise  by  the  party
providing the same, all information  pertaining to any party hereto or to APC or
PSI, is and shall remain confidential.  The above information shall include, but
not be limited to, all computer programs,  software, source codes, computations,
data  files,  algorithms,   techniques,   processes,  designs,   specifications,
drawings,  charts,  plans,  schematics,  computer disks,  magnetic tapes, books,
files,  records,  reports,  documents,   Instruments,   agreements,   contracts,
correspondence,  letters, memoranda, financial,  accounting, sales, purchase and
employment  data,  capital  structure   information,   business   organizational
information,  and  information  pertaining to contractors,  vendors,  suppliers,
customers and clients.  Notwithstanding the foregoing,  confidential information
shall not include:  (i) any information which is recorded in any county or filed
with any  public  body and  available  for  public  inspection  or which  may be
otherwise generally available to the public,  through no unauthorized act of any
party or its agents or employees;  and (ii)  information  that is required to be
disclosed pursuant to applicable law, including any court order or subpoena. all
confidential  information and other items,  whether or not directly furnished or
prepared  by any party or its  agents or  employees,  is and  shall  remain  the
property  of the party who  originally  produced  the same.  Each  party and its
agents and employees shall:

         13.1.    Not  directly or indirectly  divulge,  disclose,  disseminate,
         distribute,  license,  sell or  otherwise  make known any  confidential
         information  to any  third  party or person  or  entity  not  expressly
         authorized  or  permitted  by  the  providing  party  to  receive  such
         confidential information.

         13.2.    Use best efforts to  prevent  disclosure  of any  confidential
         information  to any third party and exercise the highest degree of care
         and  discretion  in  accordance  with all express  duties  hereunder to
         prevent the same.

         13.3.    Except as otherwise set forth herein above, and subject to the
         provisions of this Agreement  pertaining to software  escrow and mirror
         site facilities,  not directly or indirectly make any use whatsoever of
         the confidential information or of any feature,  specification,  detail
         or other characteristic  contained in or derived from, the confidential
         information, except for purposes of performing services hereunder.

         13.4.    Return  to  the other parties all  confidential information or
         other items then in its possession or control, or that of its agents or
         employees,   including  originals,   reproductions,   replications  and
         photocopies  thereof,  at any time upon  request by any other  party or
         upon the termination of this Agreement for any reason.

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<PAGE>

14.      INJUNCTIVE RELIEF; SPECIFIC PERFORMANCE.  Each party agrees that in the
event  of any  action  by the  other  party  that in the  non-breaching  party's
reasonable  judgment  will  create  an  actual  or  threatened  breach  of  this
Agreement, the non-breaching party's remedies shall include specific performance
or injunctive  relief,  or both,  without the necessity of posting bond or other
security,  in addition to any and all  remedies at law or in equity and all such
rights shall be cumulative.

15.      RELATIONSHIP OF PARTIES. The Company intends no contract of employment,
express or implied,  with Manager and Manager shall make no  representations  to
the  contrary.  Without  limitation,  Manager  has not  obtained  any  right  to
employment or  compensation  or any other benefits of an employee by way of this
Agreement. The parties agree that in performing their responsibilities  pursuant
to this  Agreement  they are in the position of  independent  contractors.  This
Agreement  is not  intended  to  create,  nor does it  create  and  shall not be
construed to create, a relationship of partnership or joint venture.  Manager is
not  authorized by this  Agreement to make any  representation  or warranty,  or
create any liability or potential liability on behalf of the Company without the
Company's written consent.

16.      EFFECTIVE  DATE.  This  Agreement  shall  have no force or effect until
and unless it is approved and ratified by unanimous  consent of Company's Boards
of Directors.

17.      ASSIGNMENT. Neither party shall assign, delegate, subcontract, license,
franchise,  or in any manner  attempt to extend to any third  party any right or
obligation  under this Agreement  without the prior written consent of the other
party;  provided,  however, that Manager may assign no more than a fifty percent
(50%)  interest  in any of its  rights  or  benefits  hereunder  to any party or
parties,  so  long  as  Manager  remains  fully  responsible  for  the  faithful
performance and accomplishment of its duties of its responsibilities hereunder.

18.      AMENDMENTS.   Except  as  otherwise  provided  in  this  Agreement,  no
provision  of this  Agreement  may be amended,  modified  or waived  except by a
written agreement signed by both parties.

19.      NOTICES.  All  notices and other  communication  required or  permitted
under  this  Agreement  shall be in  writing  and  given by  personal  delivery,
telecopy  (confirmed  by a mailed  copy) or first class mail,  postage  prepaid,
addressed as follows:


                  If to the Company:

                           [COMPANY NAME]

                           [COMPANY ADDRESS]



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<PAGE>



                  If to the Manager:

                           NET INTEGRATED SYSTEMS LTD.
                           Sofia House
                           48 Church Street
                           Hamilton HM GX
                           BERMUDA

20.      SEVERABILITY.  If any provision of this agreement  is determined to  be
invalid or unenforceable by any court of final jurisdiction, it is the intent of
the parties that all other  provisions of this  agreement be construed to remain
fully valid,  enforceable,  and binding on the parties.  The  invalidity  of any
Section or  Subsection  shall not affect the  validity  of any other  Section or
Subsection.

21.      SECTION  HEADINGS.  The Section  headings  contained  in this Agreement
are for convenient reference only and shall not in any way affect the meaning or
interpretation of this Agreement.

22.      COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of,  which  shall  be  deemed  to be an  original,  and the
counterparts shall together constitute one and the same instrument.

23.      ENTIRE  AGREEMENT;  BINDING  EFFECT.   This  Agreement,  including  all
Schedules,   Addendums,   Exhibits   and   attachments,   embodies   the  entire
understanding and agreement of the parties  concerning the subject matter.  This
Agreement  shall be  binding  upon and shall  inure  only to the  benefit of the
parties and their respective successors and assigns.  Nothing in this Agreement,
express or implied,  is intended to confer or shall be deemed to confer upon any
persons or entities (not parties to this Agreement) any rights or remedies under
or by reason of this Agreement.

24.      RECOVERY OF LITIGATION  COSTS.  If any legal action or any  arbitration
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 of the provisions of this Agreement,  the successful or prevailing  party or
parties shall be entitled to recover as an element of their damages,  reasonable
attorneys'  fees and other  costs  incurred  in that  action or  proceeding,  in
addition to any other relief to which they may be entitled.

25.      SURVIVAL.   All  representations  and  warranties  shall  survive   the
execution of this Agreement.

26.      AUTHORITY.  Each of the  respective  persons  executing  this Agreement
here  covenants  and warrants he has full legal power,  right,  and authority to
enter this transaction.

27.      CONSTRUCTION.  The  parties agree that each  party and its counsel have
received and revised this  Agreement  and that any rule of  construction  to the
effect that  ambiguities are to be resolved against the drafting party shall not
apply in the  interpretation  of this  Agreement or any  amendments,  Schedules,
Addendums or Exhibits thereto.

28.      GOVERNING  LAW. This  Agreement shall be construed in accordance  with,
and  governed  by,  the laws of the  State of  California  without  regard to or
application of conflict of laws or choice of law rules.


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<PAGE>

29.      VENUE.   Venue for any action brought  regarding the  interpretation or
enforcement  of this  Agreement  shall lie  exclusively  in Los Angeles  County,
California.

30.      FORUM SELECTION.   Any litigation shall be brought and litigated in the
state courts sitting in Los Angeles County,  California, or in the United States
District Court(s) sitting in Los Angeles County,  California. All parties hereto
consent to the  personal  jurisdiction  of such  courts and waive any defense of
forum non-conveniens.

         IN WITNESS WHEREOF,  this Agreement is made effective on the date first
set forth above.

                                            Company:

                                            [COMPANY]


                                            By:/s/[NAME]
                                            ------------------------------------
                                            [NAME],
                                            [TITLE]


                                            Manager:

                                            NET INTEGRATED SYSTEMS LTD.,
                                            a Bermuda corporation


                                            By:/s/William R. Barber
                                            ------------------------------------
                                            William R. Barber,
                                            President





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