March 2, 2001


The Software Firm, Inc.


Dear Sirs:

OrderPro  Logistics,  Inc. ("OPL"), a Nevada  corporation  located at 7400 North
Oracle Road, Tucson,  Arizona 85704, and The Software Firm, Inc. ("SWFIRM"),  an
Arizona  corporation  located at 7440 North  Oracle  Road,  Building 4,  Tucson,
Arizona  85704,  entered into an  agreement by letter date October 4th,  2000 to
develop OPL's  software  that is known as OrderPro to be used in the  management
and  promotion  of OPL's  business.  SWFIRM  performed  the work in the original
agreement  and OPL is in arrears  for payment of  $111,383.50.  This letter will
confirm a  continuation  of the agreement  between OPL and SWFIRM,  as set forth
herein, to foster the original intent of the October 4th, 2000 letter.

     1.   SWFIRM will provide the following services at the specified costs:

          * JSP for EComm site               $ 3,000.00
          * DB changes                       $ 4,500.00
          * Reports                          $ 2,400.00
          * Deployment Phase                 $ 2,550.00
          * Hardware and Software            $ 4,000.00
                                             ----------
                 TOTAL                       $16,450.00
                                             ==========

     2.   OPL agrees to pay the following amounts on said dates:

          * March 2, 2001                    $ 4,125.00
          * March 9, 2001                    $ 4,100.00
                                             ----------
                 TOTAL                       $ 8,225.00
                                             ==========

     3.   Restricted Common Stock

          OPL agrees that it will issue  $80,000.00  Debenture  Convertible into
          266,667 shares of restricted Common Stock ("Restricted  Common Stock")
          to  SWFIRM  on or  before  the  expiration  of six  months.  OPL shall
          register said underlying  shares on or before August 31st 2001. If the
          registration  statement is not  effective by that date the  $80,000.00
          will be due and  payable  in cash  by OPL to  SWFIRM  immediately.  In
          addition,  10%  annual  interest  will  be  applied  to the  principal
          beginning January 1, 2001 as the beginning date of debt owed.

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     4.   Remaining Balance

          * Previous Billings               $111,383.50
          * Completion Services             $ 16,450.00
          * Cash Payment                    $ (8,225.00)
          * Convertible Debenture           $(80,000.00)
                                            -----------
                 Remaining Balance          $ 39,608.50
                                            ===========

     5.   Tolling Payments until Balance is Paid

          OPL agrees to pay SWFIRM 1% of Gross Monthly Revenues within the range
          of $0.00 to  $166,666.00  with a minimum of $1,500.00  per month.  OPL
          agrees to pay SWFIRM 3% of Gross Monthly  Revenues  over  $166,666.00,
          which will be applied to the  Remaining  Balance until such balance is
          fully paid. The payment will be received within five (5) business days
          from the end of such  month.  Late fees will be  applied at 10% annual
          interest.  These tolling  payments begin when the OrderPro system goes
          on-line.

     6.   Tolling Payments After Balance is Paid

          OPL agrees to pay SWFIRM 1% of Gross Monthly Revenues within the range
          of  $0.00 to  $416,666.00.  OPL  agrees  to pay  SWFIRM  0.5% of Gross
          Monthly Revenues over $416,666.00. The payment will be received within
          five (5) business  days from the end of such month.  Late fees will be
          applied at 10% annual interest.  The term of these tolling payments is
          indefinite.

     7.   The  Software  Firm's  Inc.  fee for hourly  maintenance,  support and
          enhancements,  as  approved  by OPL,  is  $85.00  per hour and will be
          billed every two (2) weeks.

     8.   OPL agrees to pay The  Software  Firm's fee as invoiced  every two (2)
          weeks  within five (5) business  days from the date of invoice.  OPL's
          obligation to pay The Software  Firm's fee and regular  invoices shall
          survive the  expiration  or  termination  of this  agreement and shall
          continue  as a  legal  and  binding  obligation  of OPL to pay  SWFIRM
          whether or not the proposed public offering takes place.

     9.   Previous agreements still in effect

          SWFIRM will provide the services  required by (Project Plan  0255-00S-
          OrderPro Logistics Software Development Life Cycle) as directed by the
          OPL.

          OPL and SWFIRM  agree to follow the  Mutual  Non-Disclosure  Agreement
          signed between these two parties dated September 21, 2000.

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     10.  Governing Law and Jurisdiction

          It is agreed  between the parties  that this  Agreement is made in the
          State of Arizona and shall be governed and construed  according to the
          laws of the State of Arizona.  Any controversy or claim arising out of
          or  relating  to this  Agreement  shall be governed by the laws of the
          State of Arizona. The parties hereto agree that jurisdiction and venue
          for any such  controversy  or claim  shall be in a court of  competent
          jurisdiction in Tucson, Pima County, Arizona USA.

     11.  Attorneys' Fees

          Except as  otherwise  provided  in this  agreement,  in the event that
          either party  institutes an action or proceeding to enforce any rights
          arising out of this Agreement,  the party prevailing in that action or
          proceeding will be paid for all of its reasonable costs and attorneys'
          fees  by the  non-prevailing  party.  These  costs  and  fees  will be
          determined  by the court and not by a jury and will be included in any
          judgment entered in that action or proceeding.

Please sign and return the  duplicate  copy of this letter to signify  agreement
with the terms hereof.

SWFIRM                                      OPL


By: ____________________________            By: ____________________________
Name:  _________________________            Name: __________________________
Title: _________________________            Title: _________________________
Date:  _________________________            Date: __________________________


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