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                                                                  EXHIBIT 10(i)

                       ITM SOFTWARE DEVELOPMENT AGREEMENT

THIS ITM SOFTWARE DEVELOPMENT AGREEMENT (the "Agreement") is made and entered
into this 9th day of September, 1994 by and between BEARHILL LIMITED, A British
Virgin Islands corporation ("Bearhill") with its principal place of business at
Vanterpool Plaza, P.O. Box 873, Wickhams Cay I, Road Town, Tortola, British
Virgin Islands and GUARDIAN TIMING SERVICES, INC., an Ontario corporation
("GTS") with its principal place of business at 130 Adelaide Street West, Suite
3303, Toronto, Ontario, Canada.

                                    RECITALS

A. Bearhill wishes to market investment advisory services internationally,
using market timing techniques to produce better return for its investors.

B. Bearhill requires computer software in order to generate market timing
signals.

C. Bearhill has selected GTS to perform the development of Release I of the ITM
Software and the related documentation upon the terms and subject to the
conditions of the Agreement.

NOW THEREFORE, the parties hereto agree as follows:

1.       DEFINITIONS

1.1 "ACCEPTANCE CRITERIA" shall mean the technical and operational performance
criteria as described in Schedule A.

1.2 "ACCEPTANCE DATE" shall mean the date when a Deliverable has been duly
accepted by Bearhill as per Section 3.4.

1.3 "ACCEPTANCE TEST PLAN" shall mean the detailed test plan created by GTS for
development of the ITM software as described in Schedule A.

1.4 "CHANGE ORDER" shall mean an amendment to the ITM Specifications or Project
Plan meeting the requirements set forth in Section 2.1.

1.5 "CONFIDENTIAL INFORMATION" shall mean proprietary information as described
in Section 7.

1.6 "DELIVERABLE" shall mean a specific, tangible, numbered component of the
ITM Software, as described in the Project Plan, including, but not limited to,
source or object code, or Documentation. All Deliverables will be in English.

1.7 "DELIVERY DATE" shall mean the actual date on which GTS delivers a
Deliverable to Bearhill pursuant to Section 3.3 to enable acceptance testing
for the Deliverable in accordance with Section 3.4.

1.8 "DERIVATIVE WORK" shall mean a work which is based upon one or more
pre-existing works, such as a revision, modification, translation, abridgement,
condensation, expansion, collection, compilation or any other form in which
such pre-existing works may be recast, transformed or adapted, and which, in
the absence of this Agreement or other authorization by the owner of the
pre-existing work, would constitute a copyright infringement or other
infringement of proprietary rights of the owner therein.

1.9 "DOCUMENTATION" shall mean the documents indicated in the Project Plan.

1.10 "FINAL ACCEPTANCE DATE" shall mean the date when all Deliverables have
been completed by GTS.


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1.11 "ITM SOFTWARE" shall mean the proprietary computer software program as
described in Exhibit B, "Description of Software".

1.12 "PROJECT PLAN" shall mean that part of Schedule A described as the
"Project Plan", which describes the phases into which the ITM Project is
divided.

2.   SPECIFICATIONS

2.1  Specifications and Acceptance Test Plan

     (a) The ITM Specifications are described in Schedule A.

     (b) Bearhill shall, with the assistance of GTS conduct the acceptance
     tests in accordance with the Acceptance Test Plan and the Acceptance
     Criteria.

2.2  Change Orders

     Any amendment to the ITM Specifications or Project Plan shall be valid and
binding only if effected by a Change Order approved as hereinafter set forth.

     (a) Bearhill may initiate a Proposed Change Order by delivering to GTS a
written request signed by an officer of Bearhill requesting GTS to prepare
information to substantiate the Proposed Change Order. Such writing shall
specify the requested change and cross-reference the portion of the ITM
Specifications or Project Plan which is proposed to be amended.

     (b) Upon receipt of a written request pursuant to this Section, GTS shall,
within fifteen (15) days, prepare a good faith estimate of the effort required
to complete the Proposed Change Order for Bearhill's review. Such estimate
shall be limited to those adjustments that GTS reasonably requires to implement
the requested change and shall contain:

     (i) a detailed description of the proposed amendment to the ITM
Specifications or Project Plan (including, as necessary, the Deliverables and
technical information); and

     (ii) the change, if any, to the terms of this Agreement;

     (c) GTS may initiate a Proposed Change Order by delivering a Proposed
Change Order meeting the requirements of Section 2.2(b) to Bearhill. Bearhill
shall evaluate and respond to GTS with respect to any Proposed Change Order on
or before the fifteenth (15th) day after receipt.

     (d) Proposed Change Orders shall become effective as Change Orders and
shall act as amendments to this Agreement and to portions of the ITM
Specifications and Project Plan specified in such Proposed Change Order upon
their execution by an officer of Bearhill and by an officer of GTS.

3.   DEVELOPMENT OF SOFTWARE

3.1  Creation of Software

GTS agrees to design, develop and complete the ITM Software and Documentation
in accordance with the Project Plan, so that the ITM Software confirms to, and
operates in accordance with, the ITM Specifications set out in Schedule A.


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3.2  GTS's Obligations

During development of the ITM Software, GTS shall:

     (a) Provide Bearhill with reasonably detailed written progress reports
monthly and as otherwise requested;

     (b) Provide Bearhill with access to the ITM Software and Documentation on
GTS's premises;

     (c) Develop the ITM Software with diligence in a competent, timely and
professional manner.

     (d) Commit and utilize sufficient resources and qualified personnel to
complete development of the ITM Software and Documentation within the
development timetable set forth in the Project Plan and ITM Specifications:

     (e) Not engage in any activity to:

     (i) sell, assign, encumber, restrict or otherwise transfer the ITM
Software, in whole or in part, or any rights therein, or

     (ii) impede the marketing of licenses to use the ITM Software;

     (f) Notify Bearhill promptly of any factor, occurrence or event coming to
its attention that may affect GTS's ability to meet any of its obligations
hereunder or that is likely to occasion any material delay in delivery of any
of the Deliverables.

3.3  Delivery

In accordance with the Project Plan, GTS shall create the Deliverables and
deliver them to Bearhill for approval and acceptance in accordance with Section
3.4.

With respect to each Deliverable, GTS hereby grants to Bearhill a limited,
fully paid and exclusive license to use the Deliverables as follows:

     (1) To use and reproduce the Deliverables for the purposes of performing
acceptance testing in accordance with Section 3.4 of this Agreement;

     (2) To use and reproduce the Deliverables for the purposes of marketing
and demonstration of the ITM Software including, but not limited to, developing
preliminary market contacts and further developing end user prospects and
excluding installations or sales of the ITM Software.

This license shall terminate on the date Bearhill accepts delivery of the ITM
Software as set forth in Section 3.4(d) or upon termination of this Agreement,
whichever is earlier.

3.4  Acceptance Testing

     (a) Each Deliverable will be created by GTS and delivered to Bearhill for
approval. For those Deliverables requiring machine execution, acceptance tests
shall be run by Bearhill as set forth in the Acceptance Test Plan with the
assistance of GTS. Deliverables not requiring machine execution will be
compared by Bearhill to criteria as set forth in the Acceptance Test Plan.

     (b) Bearhill shall promptly notify GTS in writing of any failure or
failures of a Deliverable discovered in testing or of any discrepancy of a
Deliverable against the checklist. Upon such notification, GTS shall
immediately undertake to correct such failure or discrepancies. Upon such
correction, 


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acceptance testing shall again be performed to determine that the
Deliverable complies with the requirements set forth in subsection 3.4(a)
above. Failure of a Deliverable that is material to the development of the ITM
Software to satisfy any such criteria after the second round of acceptance
testing shall constitute a material breach of this Agreement by GTS entitling
Bearhill to pursue its remedies on default set forth under Article 9 unless GTS
has provided Bearhill with a reasonably acceptable plan to satisfy the
Acceptance Criteria.

     (c) Bearhill shall make every reasonable effort to promptly deliver
written acceptance of a Deliverable in a time frame that is consistent with the
approved detailed Project Plan, but shall in any event deliver such
notification within twenty (20) days (or such other number of days set forth in
the Project Plan) after the Delivery Date.

     (d) The Final Acceptance Date for the ITM Software shall be determined by
the successful completion, by Bearhill, of the final acceptance tests. The
precise time, date, and place of these tests shall be mutually agreed by the
parties. Bearhill shall deliver written notification to GTS in not less than
fifteen (15) days following the tests of any failure or failures of the ITM
Software discovered in testing or any deficiencies or errors found. GTS shall
have thirty (30) days to remedy any deficiencies or errors to Bearhill's
reasonable satisfaction or if such deficiencies or errors cannot be remedied
within such thirty (30) day period, GTS shall present Bearhill within such
period a remedial plan of action which shall have a reasonable opportunity for
success. Failure of the ITM Software to satisfy the final acceptance tests
according to the above procedures shall constitute a material breach of this
Agreement by GTS.

3.5  GTS's Representations, Warranties and Covenants

     (a) GTS represents and warrants to Bearhill that:

     (i) the ITM Software and Documentation are and shall be original with GTS
in every and all respect;

     (ii) Neither the ITM Software and Documentation nor any rights therein
have been or shall be, in any way, encumbered, restricted, conveyed, granted or
otherwise diminished; and

     (iii) The ITM Software and its use, marketing and distribution does not
and will not infringe any patent, copyright, trade secret or other proprietary
rights of any third party.

     (b) GTS covenants for the benefit of Bearhill that:

     (i) GTS shall itself perform all of its duties under this Agreement and
will not subcontract for any work to be performed by other parties; and

     (ii) For a period of five (5) years following the date of this Agreement,
GTS will not develop or acquire any software product or service similar to the
ITM Software for companies that compete with Bearhill.

4.   DEVELOPMENT CONSIDERATION

4.1  Fixed Price for Development

For the performance of all of GTS's obligations hereunder (other than Section
6.4) Bearhill shall pay to GTS 12.5% of all revenues earned by Bearhill,
including, without limitation, revenue from all licenses of the ITM Software
and revenue from investment management services performed by Bearhill (whether
or not such investment management services are dependent on the use of the ITM
Software).


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4.2  Taxes

GTS will be responsible for all taxes arising from payments and advances from
Bearhill pursuant to this Agreement.

4.3  GTS Right to Use

In addition, notwithstanding any other provisions of this Agreement, GTS shall
have the non-exclusive right to use the ITM Software in GTS's investment
management business, but in such case GTS shall pay to Bearhill 15% of all
revenues directly attributable to the exploitation of the ITM Software.

5.   OWNERSHIP OF INTELLECTUAL PROPERTY

5.1  Title

Bearhill has, and at all times shall retain, all right, title and interest in
and to the Project Plan and the ITM Specifications, any modification and
Derivative Works thereof, and all intellectual property rights relating
thereto, All rights, title and interest in and to the ITM Software, any
modification and Derivative Works thereof, the Documentation and all
intellectual property rights relating thereto shall be owned exclusively by
Bearhill upon the Final Acceptance Date.

5.2  Filings or Registrations - Notices

GTS shall assist Bearhill in making any filings or registrations which Bearhill
deems appropriate to protect Bearhill's interest in the ITM Software and/or
Documentation. In addition, GTS agrees to affix appropriate copyright or other
proprietary notices on the ITM Software and/or Documentation as directed by
Bearhill.

6.   GTS'S SUPPORT

When Bearhill becomes the owner of the ITM Software pursuant to Section 5.1,
the following provisions shall apply:

6.1  Error Correction

GTS shall maintain the ITM Software free of all "bugs" and errors as long as
Section 6.4 remains in effect.

6.2  New Techniques

     GTS shall, on a best effort basis, promptly inform Bearhill of any new
techniques, procedures, or other developments which may necessitate updating
the ITM Software.

6.3  Marketing

Bearhill shall have sole responsibility and rights to price and market the ITM
Software and Documentation and any requested signals derived therefor. GTS
shall provide assistance in the preparation of such marketing materials,
including providing Bearhill with such information regarding the ITM Software
as Bearhill shall reasonably request.

6.4      GTS Management Agreement

Bearhill hereby appoints GTS as the manager of the ITM Software, for a term of
one year on the date of acceptance of the ITM Software. As manager GTS shall
input all necessary data, run the ITM Software and indicate forthwith to
Bearhill when the ITM Software indicates a buy, sell, hold or short signal in
respect of any stock market being monitored. Bearhill shall, from time to time,
instruct GTS which stock 


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markets are to be monitored using the ITM Software. In consideration of its
services under this Section 6.4, GTS shall receive a fee of 2.5% of the gross
revenues earned by Bearhill from its investment management and advisory
business (such fee to be in addition to the fee set out in section 4.1). The
provisions of this Section 6.4 may be renewed annually, at the option of
Bearhill. If Bearhill does not terminate the provisions of this Section 6.4 by
written notice given at least thirty days before the end of the term, the
provisions of this Section 6.4 shall continue for a further year.

7.   CONFIDENTIALITY

7.1  Definition

Bearhill and GTS have and will develop, own and disclose to each other certain
proprietary techniques and confidential information ("Confidential
Information") which have great value in their respective businesses. Except as
provided in this Agreement, each party shall retain sole and exclusive
ownership, right, title and interest in and to all of its Confidential
Information.

7.2  Protection of Confidential Information

Should either party disclose to the other party any of its Confidential
Information, the party receiving the Confidential Information shall maintain
the Confidential Information in confidence, shall use at least the same degree
of care to maintain the secrecy of the Confidential Information as it uses in
maintaining the secrecy of its own proprietary, confidential and trade secret
information, shall always use at least a reasonable degree of care in
maintaining the secrecy of the Confidential Information, shall use the
information only for the purpose of performing its obligations under this
Agreement unless otherwise agreed in writing by the other party, and shall
deliver to the other party, in accordance with any request from the other
party, all copies notes, packages, diagrams, computer memory media and all
other materials containing any portion of the other party's Confidential
Information. Neither party shall disclose any such Confidential Information to
any person except those of its employees having a need to know in order to
accomplish the purposes and intent of this Agreement, and shall require each
employee, before he or she receives direct or indirect access to the
Confidential Information, to acknowledge the confidential, proprietary and
trade secret nature of the Confidential Information and to agree to be bound by
this Section 7.2.

7.3  Limitation of Obligations

Neither party shall have any obligation with respect to any portion of such
Confidential Information which:

     (i) was known to it prior to receipt from the other party,

     (ii) is lawfully obtained by either party from a third party under no
obligation of confidentiality or

     (iii) is or becomes publicly available other than as a result of any act
or failure to act of the receiving party.

7.4  Injunctive Relief

     GTS and Bearhill acknowledge that:

     (i) the restrictions contained in Section 7.2 are reasonable and necessary
to protect the other party's legitimate interests,

     (ii) in the event of a violation of these restrictions, remedies at law
will be inadequate and such violation will cause irreparable damages to the
other party within a short period of time, and

     (iii) the disclosing party will be entitled to injunctive relief against
each and every violation.



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7.5  Protection of Proprietary Rights

GTS shall at its own cost and expense, protect and defend Bearhill's ownership
of the ITM Software and Documentation and all copyrights, trademarks and trade
secrets associated therewith, against all claims, liens and legal processes of
creditors of GTS and misappropriations by third parties from GTS, its agents,
subdistributors or employees and keep the same free and clear from all such
claims, liens, processes, and misappropriations.

8.   INFRINGEMENT INDEMNITY

8.1  Indemnity

GTS agrees to provide Bearhill with the following protection against claim of
proprietary right infringement of the ITM Software or Documentation.

Subject to Bearhill's compliance with its obligations set forth in this
Section, GTS shall:

     (1) indemnify Bearhill from and against any liability, cost, loss or
expense of any kind;

     (2) hold harmless Bearhill and save it from any liability, cost, loss or
expense of any kind; and

     (3) defend any suit or proceeding against Bearhill arising out of or based
on any claim, demand or action alleging that the ITM Software or Documentation
or any portion thereof as furnished under this Agreement and used as herein
contemplated infringes any third-party rights in copyright or patent or the
trade secret rights of any third party.

In addition, GTS shall pay any costs, damages or awards of settlement,
including court costs, arising out of any such claim, demand or action,
provided that Bearhill promptly gives written notice of the claim, demand or
action to GTS and that GTS may direct and fully participate in the defense or
any settlement of such claim, demand or action.

8.2  Undertakings If Infringement Found

In the event that the ITM Software or Documentation or any portion thereof
developed by GTS, as furnished under this Agreement and used within the scope
hereof, is held in such a suit or proceeding to infringe a third party
proprietary right as set forth in Section 8.,1, and that the use of the ITM
Software and/or Documentation or any portion thereof is enjoined, GTS shall, at
its sole option and expense:

     (1) procure for Bearhill the right to continue using the ITM Software
and/or Documentation or portion thereof, or

     (2) replace the same with non-infringing software or documentation of
equivalent functions and efficiency.

8.3  Bearhill's Obligations

     Bearhill shall promptly notify GTS in writing of any claim hereunder and
shall cooperate with and provide all reasonable assistance to GTS, at GTS's
expense, in the defense or settlement of such claim.



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9.      TERM AND TERMINATION

9.1     Term

This Agreement shall commence as of the date of this Agreement set forth on its
first page and will include all work done on ITM Software prior to such date
and shall remain in effect, unless terminated as provided in this Article.

9.2     Termination

This Agreement will terminate upon the occurrence of any one of the following
events before the Final Acceptance Date as follows:

     (a) In the event that either party is adjudged insolvent or bankrupt, or
if any proceedings are instituted by or against it seeking relief,
reorganization or arrangement under any laws relating to insolvency, or upon
any assignment for the benefit of its creditors, or upon the appointment of a
receiver, liquidator or trustee of any of its property or assets, or upon the
liquidation, dissolution or winding up of its business, then and in any such
event this Agreement may be terminated or cancelled immediately by the other
party upon the giving of written notice.

     (b) Upon the other party's default as set forth in Sections 9.1 and 9.2,
the non-defaulting party may terminate this Agreement following fifteen (15)
days' written notice to the other party.

9.3     Survival

The provisions of Section 3.5, 4, 5, 7, 8, 9, 10 and 11 shall survive
termination of this Agreement for any reason.

10.     MISCELLANEOUS

10.1    Governing Laws

It is the intention of the parties hereto that the laws of the Province of
Ontario (irrespective of its choice of law principles) shall govern the
validity of this Agreement, the construction of its terms, and the
interpretation and enforcement of the rights and duties of the parties hereto.
The parties agree to exclude the United Nations Convention on Contracts for the
International Sale of Goods from this Agreement and from any agreement that may
be executed to implement this Agreement.

10.2    Binding Upon Successors and Assigns

Subject to, and unless otherwise provided in this Agreement, each and all of
the covenants, terms, provisions and agreements contained in this Agreement
shall be binding upon, and inure to the benefit of, the permitted successors,
executors, heirs, representatives, administrators and assigns of the parties
hereto; provided, however, that this Agreement shall not be assignable by
either party without the prior written consent of the other party.

10.3    Severability

If any provisions of this Agreement, or the application thereof, shall for any
reason and to any extent be invalid or unenforceable, the remainder of this
Agreement and application of such provision to other persons or circumstances
shall be interpreted so as best to reasonably effect the intent of the parties
hereto.



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10.4    Entire Agreement

This Agreement, and the documents referred to in this Agreement, along with
their exhibits, constitute the entire understanding and agreement of the
parties with respect to their subject matter and supersede all prior and
contemporaneous agreements or understandings.

10.5    Amendment and Changes

No amendment, modification, supplement or other purported alteration of this
Agreement shall be binding upon the parties unless it is in writing and is
signed on behalf of the parties by their own authorized representatives.

10.6    Counterparts

This Agreement may be executed in any number of counterparts, each of which
shall be an original as against any party whose signature appears thereon and
all of which together shall constitute one and the same instrument.

10.7    Other Remedies

Any and all remedies expressly conferred upon a party by this Agreement shall
be deemed cumulative with and not exclusive of any other remedy conferred by
this Agreement or by law on such party, and the exercise of any one remedy
shall not preclude the exercise of any other.

10.8    No Waiver

The failure of any party to enforce any of the provisions of this Agreement
shall not be construed to be a waiver of the right of such party thereafter to
enforce such provisions.

10.9    Notices

Whenever any party desires or is required to give any notice, demand, or
request with respect to this Agreement, each such communication shall be in
writing and shall be effective only if it is delivered by overnight messenger
services, express or electronic means (with confirmed receipt), addressed as
follows:

GTS:          Jean-Pierre Fruchet
              Guardian Timing Services
              130 Adelaide Street West
              Toronto, Ontario
              M5H 3P5
              Fax Number:  (416) 364-3752

Bearhill:     Bearhill Limited
              Vanterpool Plaza
              P.O. Box 873
              Wickhams Cay I
              Road Town, Tortola
              British Virgin Island
              Fax Number:  (809) 494-5880

Such communications shall be effective when they are received by the addressee.
Any party may change its address for such communications by giving an
appropriate notice to the other party in conformity with this Section.


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10.10   No Joint Venture

Nothing contained in this Agreement shall be deemed or construed as creating a
joint venture or partnership between the parties. Except as expressly set
forth, no party is by virtue of this Agreement authorized as an agent, employee
or legal representative of any other party, and the relationship of the parties
is, and at all times will continue to be, that of independent contractors.

10.11   Further Assurances

Each party agrees to cooperate fully with the other party and to execute such
further instruments, documents and agreements and to give such further written
assurance, as may be reasonably requested by the other party, to better
evidence and reflect the transactions described in and contemplated by this
Agreement, and to carry into effect the intents and purposes of this Agreement.

10.12   Force Majeure

Neither party will be liable for any failure or delay in performing an
obligation under this Agreement that is due to cause beyond its reasonable
control, such as natural catastrophes, governmental acts or omissions, laws or
regulations, labour strikes or difficulties, transportation stoppages or
slowdowns or the inability to procure parts or materials.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first hereinabove written.

BEARHILL LIMITED                                 GUARDIAN TIMING SERVICES, INC.


By:  /s/ Harmodio Herrera                        By  /s/ J.P. Fruchet
-----------------------------                    -----------------------------
Title:                                           Director Title:   President
--------------------------                       -------------------------





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                                   SCHEDULE A

                                  PROJECT PLAN

The Project Plan for the ITM Software describes the phases into which the ITM
Project is divided.

Overview of Project

The objective of the Project is to create a disciplined timing model using a
proprietary computer software program - the ITM Software - to generate, buy,
sell, hold or short signals in respect of any stock market being monitored. The
stock markets that will be monitored are the U.S. stock market (U.S. Standard
and Poor's Index), the Japanese Stock Market (Nikkei 225 Average), the United
Kingdom Stock Market (FTSE 100 Share Index) and the German Stock Market
(Frankfurt Dax Index).

Release I of the ITM Software will relate only to the U.S. stock market.
Release II, III and IV will relate to the Japanese, United Kingdom and German
stock markets respectively. Release II, III and IV will be undertaken only the
Final Acceptance Date and upon specific request by Bearhill to proceed with a
further Release. There are no specific acceptance criteria or acceptance test
plans with respect to Release II, III or IV.

Project Plan

Phase I

The creation and testing of the Main Computer Program taking into consideration
the ITM specifications, the Acceptance Criteria and the Acceptance Test Plan.
Phase I will be completed within sixty days.

Phase II

The Documentation of the ITM Software will be completed within a further thirty
days.

Phase III

Final Acceptance by Bearhill's testing of the ITM Software.

Deliverables

There will be four Deliverables.


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                                   SCHEDULE B

                            DESCRIPTION OF SOFTWARE

The ITM Software is a proprietary computer software program which is used to
generate buy and sell signals with respect to any stock market being monitored.

The stock markets that will be monitored are the U.S. stock market (U.S.
Standard and Poor's Index), the Japanese Stock Market (Nikkei 225 Average), the
United Kingdom Stock Market (FTSE 100 Share Index) and the German Stock Market
(Frankfurt Dax Index).

The ITM Software is based on a disciplined decision process on inputs that are
based on fundamental and technical elements. Once the data has been entered,
the ITM Software generates objective buy, hold, sell or short signals for any
monitored stock market as a whole.

The date that will be used in the ITM Software will be obtained from sources in
the public domain, mostly from Ned Davis Research, a company which specializes
in providing economic and market information. What is unique about the ITM
Software is the proprietary manner in which the data is treated by the software
to generate timing signals.

Release I will provide timing signals for the U.S. stock market (S & P 500
Index). Market timing signals for the Japanese, United Kingdom, and German
markets will be developed by combining the U.S. timing signals with timing
signals for these three markets as obtained from Ned Davis Research, but
treated by GTS in a proprietary manner. Bearhill shall indicate to GTS the
order in which the software for each of the Japanese, United Kingdom and German
markets is to be developed. Development for each will be completed within
thirty days.

DELIVERABLE #1: This will be the Main Computer Program which generates all buy,
hold, sell or short signals on the basis of the individual inputs and the
decision rules included in the Computer Program. The Main Computer Program will
be available on a diskette.

DELIVERABLE #2: The Documentation will describe each individual input and the
source, frequency of the input as well as the decision rules to reach buy and
sell signals.

DELIVERABLE #3: The Main Printout will show all the individual inputs entered
on a daily or weekly basis as well as all buy and sell signals during the Test
Periods.

DELIVERABLE #4: The Summary of Results will show the individual buy and sell
dates and the corresponding level of the S &P 500.

ITM Specifications

The ITM Software, as applied to the Standard and Poor's 500 Index ("S&P 500")
must meet the following specifications, using backtesting methods to apply the
buy and sell signals over the period from January 5, 1979 to December 31, 1993
(the "Test Period"):

     (a) a maximum number of 100 buy and sell signals during the Test Period;

     (b) a ratio of profitable trades to unprofitable trades of at least 2 to
1;

     (c) a ratio of points gain in profitable trades to points lost in
unprofitable trades of at least 3 to 1;


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     (d) a compound annual return for the simulation which outperforms a
buy-and-hold strategy for the Standard and Poor's 500 Index by at least 6% per
annum on average over the period.

Acceptance Criteria

     (a) Technical Criteria

     1. The software must be able to run on an IBM compatible personal computer
using 386 processor and a hard disk with 3M free disk space.

     2. The buy and sell signals must be generated by the computer software
program using a constant set of programming rules.

     (b) Operational Performance Criteria

     1. Source of inputs to the software. All elements entering the software
must be in the public domain and readily available to institutional investors.

     2. At least eighty percent of all individual inputs must be available on a
weekly or daily basis.

     3. The maximum number of individual inputs per daily input into the
software program must not exceed fifty.

Acceptance Test Plan

The Acceptance Test Plan for the development of the ITM Software will be
conducted by Bearhill with the assistance of GTS as follows:

     (a) the Acceptance Test Plan will cover the Test Period;

     (b) GTS will enter the data for each of the individual elements, as
described in the Documentation, entering into the ITM Software which will
generate the Main Printout;

     (c) The buy and sell signals, including the dates and the corresponding S
& P 500 level generated by the ITM Software, as shown on the Main Printout,
will be entered by GTS into the Summary of Results.

The Summary of Results, the Documentation and the Main Printout will be
compared by Bearhill to the ITM Specifications and the Acceptance Criteria.
Bearhill will have the right to verify that data entered is accurate.


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