<PAGE>   1
                                                                     EXHIBIT 4.4


                          MANAGEMENT SERVICES AGREEMENT

                       MADE THIS 1ST DAY OF SEPTEMBER 2000


PARTIES:

1.       ELITE LOGISTICS, INC. AND SUBSIDIARIES (ELITE), AND;

2.       RICHARD L HANSEN (MANAGER) (LOCATED IN FREEPORT, TEXAS OR OTHER
         LOCATION)

BACKGROUND:

1.       ELITE wishes to retain the services of MANAGER to provide management
         services in accordance with the Position Specification attached hereto.

2.       MANAGER agrees to render such services to ELITE subject to the terms
         and conditions of this Agreement.

3.       The mission of ELITE as outlined in its business plan is as follows:
         "Elite will harness the power of wireless communications and global
         positioning technology to improve the security of life and property and
         the efficiency of our clients' business by providing best of breed
         monitoring, tracking and information systems for motor vehicles and
         other mobile and fixed assets."

4.       Pursuant to this Management Services Agreement MANAGER will assist
         ELITE to fulfill its business plan and accomplish its mission.

DECLARATION

I, MANAGER declare that I have read and fully understand the conditions of
employment detailed in the attached Management Services Agreement and accept
them fully.


SIGNED BY MANAGER                      SIGNED FOR AND ON BEHALF OF
                                       ELITE LOGISTICS, INC.

-----------------------
                                       By:
                                                  ----------------------

                                       Title:     President
                                                  ----------------------

Witness:                               Witness:
           ----------------------                 ----------------------

Full Name                              Full Name
           ----------------------                 ----------------------

Address                                Address
           ----------------------                 ----------------------

Occupation                             Occupation
           ----------------------                 ----------------------







Confidential                         Page 1                            9-1-2000

<PAGE>   2



1        DEFINITIONS:

ELITE GROUP                       Means ELITE Logistics Services, Inc. and all
                                  subsidiary and affiliate companies in which
                                  ELITE may have an equity interest from time to
                                  time.

THE BOARD                         Means the Board of Directors of ELITE.

THE BUSINESS PLAN                 Means the plan for the operation of ELITE's
                                  business as approved by the Board and amended
                                  by the Board from time to time.

CONFIDENTIAL INFORMATION          Means all information that is confidential to
                                  and the property of ELITE and the ELITE Group
                                  whether in written, electronic or other form
                                  or retained in the mind of the MANAGER.
                                  Without limiting the generality of the
                                  forgoing, it includes all and any information
                                  relating to the business, business plans,
                                  affairs, policies, processes, intellectual
                                  property (including without limitation
                                  software products, source codes, designs,
                                  specifications, drawings, technical
                                  information, know how, trade secrets,
                                  technical and scientific research, copyright,
                                  patents and patent applications), documents,
                                  costing, pricing methods, operations,
                                  finances, strategic relationships, customers,
                                  product knowledge, quality standards, devices,
                                  market research, past and present legal or
                                  regulatory matters and all such similar
                                  information of ELITE and the ELITE Group.

DOCUMENTS                         Means all memoranda, notes, specifications,
                                  manuals, drawings, plans, design reports,
                                  records and other material stored in written,
                                  audio, visual or electronic or whatsoever form

INTELLECTUAL PROPERTY             Means the right to use, copy, modify, market,
                                  or license any software concept, design,
                                  source code, or documentation. It also
                                  includes all rights to any brand, patent,
                                  copyright, registered design, trademark,
                                  distinguishing logos, trade secret or any
                                  other intellectual property right belonging to
                                  ELITE or Elite Group including any software,
                                  systems or products discovered by MANAGER or
                                  by ELITE. It also includes such other
                                  Industrial, Intellectual and Contractual
                                  Property as may further establish or reinforce
                                  the ELITE Group rights in the ELITE software,
                                  systems and products.

MANAGEMENT SERVICES               Means this agreement between the parties and
AGREEMENT                         any amendments thereto.

REQUIRED NOTICE OF                Means the minimum period for notice of
TERMINATION                       termination set out in Schedule A.

REVIEW DATE                       Means the date for annual salary review as set
                                  out in Schedule A.

TERRITORY                         Means the territories as set out in Schedule
                                  A.






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<PAGE>   3




2.       COMMENCEMENT DATE

2.1      This Agreement shall commence on the commencement date specified in
         Schedule A.



3        MANAGER'S DUTIES

3.1      MANAGER shall perform the duties set out in the Position Specification
         contained in Schedule B diligently and competently and in a
         professional manner to the best of MANAGER'S ability for the benefit of
         ELITE. The Chief Executive Officer or designated representative may
         from time to time at their sole discretion as they deem appropriate
         assign to MANAGER such other responsibilities and duties.

3.2      MANAGER shall work full-time (a minimum 40 hours per week) for ELITE.
         MANAGER may act as a non-executive director or advisor for other
         companies provided that MANAGER advises Elite of such other activities
         and they do not, in the opinion of ELITE impair MANAGER'S ability to
         fulfill this Agreement.

3.2      MANAGER shall prepare such business plans, forecasts, activity reports,
         financial reports, and management reports as the Chief Executive
         Officer or designated representative may request. MANAGER shall inform
         the Chief Executive Officer or designated representative of important
         developments including without limitation:

         o        Information about competitors, their products and prices.

         o        Comments on ELITE' products from actual and prospective
                  customers.

         o        Opportunities for further product development or for new
                  products.

         o        Any other market intelligence.

3.3      MANAGER acknowledges receipt of a copy of the Employee Handbook/Company
         Policy Manual and has read understood and agreed to the same. MANAGER
         agrees to abide by company policy and such other reasonable limitations
         upon his scope of authority as may be established from time to time by
         the Chief Executive Officer or designated representative.

3.4      MANAGER shall comply with all the applicable laws and regulations in
         the territory in performing his duties for ELITE.


4        SALARY AND SALARY REVIEWS

4.1      MANAGER shall receive the compensation package including the salary and
         performance related cash bonuses detailed in Schedule A in the manner
         detailed. Salary including cash bonuses shall be reviewed annually on
         the Review Date.



5.       GENERAL CONDITIONS

5.1      The general conditions of employment shall be as set out in the
         Employee Handbook (copy attached at Schedule C) and as amended from
         time to time, in Elite's sole discretion.


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<PAGE>   4




6.       EXPENSES.

6.1      ELITE shall reimburse MANAGER for reasonable business expenses
         necessarily incurred in the performance of his duties in accordance
         with ELITE travel and expenses policies and procedures that are in
         effect at the time the expenses are incurred.

6.2      If ELITE provides MANAGER with a corporate credit card, MANAGER is
         responsible for any personal charges incurred on the company credit
         card and without limitation to any other remedy which may be available
         to ELITE hereby grants to ELITE the right to offset such charges
         against any and all amounts which may be due to MANAGER from ELITE.
         MANAGER shall return such credit card to ELITE immediately upon request
         by ELITE and in any event upon termination of this Agreement for
         whatever reason.

6.3      If ELITE provides MANAGER with a corporate phone card, MANAGER is
         responsible for any personal charges incurred on the company phone card
         and without limitation to any other remedy which may be available to
         ELITE hereby grants to ELITE the right to offset such charges against
         any and all amounts which may be due to MANAGER from ELITE. MANAGER
         shall return such phone card to ELITE and desist from using such
         service immediately upon request by ELITE and in any event upon
         termination of this Agreement for whatever reason.



7.       CONFIDENTIAL INFORMATION

7.1      Elite promises to provide MANAGER and MANAGER acknowledges, that by
         virtue of MANAGER'S employment with ELITE, MANAGER will gain knowledge
         of Confidential Information. MANAGER agrees and acknowledges that all
         such Confidential Information is the sole and exclusive property of
         ELITE. MANAGER covenants that the Confidential Information, and any
         other information obtained by MANAGER in relation to the ELITE Group
         shall during the currency of MANAGER'S employment and at all times
         thereafter, be kept secret and confidential and except to the extent
         that any such Confidential Information or other information shall be
         part of the public domain (other than as a result of the breach by the
         MANAGER of this Clause) such information shall not be disclosed other
         than as required by law.

7.2      MANAGER will not disclose Confidential Information to such parties
         within ELITE who MANAGER should reasonably expect to be excluded from
         receiving such Confidential Information.

7.3      MANAGER further agrees to promptly deliver to ELITE upon termination of
         this Agreement, or at any time that ELITE may so request, all software,
         media memoranda, notes, records and other documents comprising
         Confidential Information that he then possesses or has under his
         control.

7.4      The MANAGER shall not during the term of this Agreement or subsequently
         directly or indirectly divulge to any person other than MANAGER'S
         professional advisor(s) any of the terms of this Agreement.



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<PAGE>   5


8.       PROTECTION OF INTELLECTUAL PROPERTY

8.1      MANAGER acknowledges that all ELITE Group software, systems, products
         and processes are proprietary to the ELITE Group by virtue of their
         unique design.

8.2      MANAGER shall have no rights in respect of any Intellectual Property of
         the ELITE Group, or the goodwill associated therewith and MANAGER
         acknowledges that all such rights are vested in the ELITE Group.

8.3      MANAGER shall not during the term of this Agreement or for a period of
         two years thereafter aid, abet or assist, either directly or
         indirectly, anyone else in replicating, creating, manufacturing,
         marketing, licensing, or in any other way dealing in systems and
         products infringing the ELITE Group's Intellectual Property.

8.4      MANAGER shall comply with all directives of the Board and take all
         other reasonable steps to prevent infringement by third parties of the
         Intellectual Property of the ELITE Group.

8.5      MANAGER shall promptly notify the Board of Directors in the event that
         he becomes aware of any infringement by third parties of the ELITE
         Group's Intellectual Property.

8.6      MANAGER further agrees to promptly deliver to ELITE on termination of
         this Management Services Agreement, or at any time that ELITE may so
         request, all memoranda, notes, records and other documents comprising
         or relating to the Intellectual Property that MANAGER then possesses or
         has under MANAGER'S control.

9.       COVENANTS NOT TO COMPETE

9.1      MANAGER agrees that the services he has to perform under this Agreement
         are of a special, unique, unusual, extraordinary and intellectual in
         character.

9.2      MANAGER acknowledges that ELITE would sustain considerable injury were
         MANAGER to take the knowledge, skills, business contacts and
         information (whether confidential or otherwise) acquired during
         MANAGER'S service with ELITE and use them to compete with ELITE.

9.3      In order to protect Elite's interests in its Confidential Information
         and Intellectual Property, MANAGER covenants that during the term of
         this Agreement and for a period of one year after termination for any
         reason, neither MANAGER, nor any corporation, partnership or joint
         venture of which MANAGER is a member, will without the prior written
         consent of ELITE, either directly or indirectly, and whether as
         principal, agent, trustee, financier, shareholder, debenture holder,
         director, consultant, partner, advisor, or otherwise in the Territory:

         a)       Compete with the Business of ELITE as carried on by ELITE
                  until the date of termination.

         b)       Be concerned in any corporation or business that is or may be
                  engaged or concerned in or does or may carry on business that
                  competes with the Business of ELITE as carried on by ELITE
                  until the date of termination. MANAGER may hold or make
                  investments in Companies whose business does not directly
                  compete with the Business at the time of making such
                  investment, but shall immediately disclose such investments
                  should their business subsequently become competitive.

         c)       Solicit or entice away from ELITE by any means whatsoever (or
                  endeavor to do so) any business from any person who is or was
                  a customer of ELITE within the six month period prior to
                  termination of this Agreement.


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<PAGE>   6



         d)       Employ, offer or procure the offer of employment, or solicit
                  or entice away from ELITE, or induce to breach his/her
                  Agreement of service with ELITE (or endeavor to do so) any
                  person who was employed by ELITE or who was an officer or
                  agent of ELITE, or a Contractor to ELITE at the date of
                  termination or was employed by ELITE in any such capacity at
                  any time during the six month period prior to termination.

9.4      MANAGER will not at any time after termination of this agreement
         represent himself as being in any way connected with or interested in
         the Business or affairs of ELITE.

9.5      The provisions of this Clause 9 shall bind and enure for the benefit of
         the Parties after the termination of this Agreement.

9.6      MANAGER acknowledges that this covenant not to compete is not
         unreasonably restrictive nor will it interfere with his ability to earn
         his livelihood for among other things the following reasons:

         o        It covers only those services and products of the type
                  marketed by the ELITE Group. The market for such systems and
                  products is very small relative to the total software market.

         o        Inconvenience of this covenant not to compete upon MANAGER is
                  minimal in comparison with the hardship that the ELITE Group
                  would potentially sustain without it.

         o        The experience and skills that MANAGER acquires in the course
                  of his employment with ELITE are readily transferable to other
                  non-competing management opportunities on termination of his
                  Agreement with ELITE.

9.7      Each of the undertakings of MANAGER contained in Clause 9.3 shall be
         read and construed independently of the other undertakings so that if
         one or more should be held to be invalid as an unreasonable restraint
         of trade or for any other reason whatever then the remaining
         undertakings shall be valid to the extent that they are not held to be
         so invalid.

9.8      While the undertakings of MANAGER contained in Clause 9.3 and 9.4 are
         considered by the Parties to be reasonable in all the circumstances, if
         one or more of such undertakings should be held to be invalid as an
         unreasonable restraint of trade or for any other reason whatsoever, but
         would have been held valid if part of the wording thereof had been
         deleted or the period thereof reduced or the range of activities or
         area dealt with thereby reduced in scope, the said undertakings shall
         apply with such modifications as may be necessary to make them valid
         and binding upon the MANAGER. Any such modifications shall be kept to a
         minimum.

9.9      As further consideration for entering into the restrictive covenants
         contained in this Agreement MANAGER shall receive the incentive bonus
         and/or stock option grants as set out in Schedule A.

10       INTELLECTUAL PROPERTY ASSIGNMENT

10.1     MANAGER agrees that all software, inventions, processes, products,
         designs or procedures relating to the Business of ELITE which MANAGER
         may develop or participate in the development of during the term of
         this Agreement (hereinafter collectively referred to as "MANAGER'S
         Intellectual Property") whether during normal working hours or not
         shall be deemed to be the property of ELITE or its assignee.

10.2     MANAGER agrees to assign his rights if any to MANAGER'S Intellectual
         Property, developed while employed by ELITE, to ELITE and further to
         sign any documents reasonably required by ELITE in order to protect
         ELITE' interest in the MANAGER'S Intellectual Property.



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<PAGE>   7




11       TERM

11.1     The initial term of this Agreement is set out in Schedule A. Thereafter
         it may be renewed by mutual agreement until terminated by either party
         giving the other party the Required Notice of Termination.

11.2     ELITE may terminate this Agreement forthwith for cause if:

         o        MANAGER is guilty of gross dereliction of duty, incompetence
                  or a major breach of this Agreement o MANAGER commits any
                  illegal, dishonest or fraudulent act against the company or is
                  indicted, convicted or pleads nolo contendere to any felony or
                  any act of moral turpitude

         o        MANAGER is guilty of the use or possession of illegal drugs,
                  or the excessive use of alcohol, or commits any other act that
                  brings ELITE into disrepute.

         o        MANAGER dies, or is incapable of performing MANAGER'S
                  obligations, in the normal manner, on account of disability
                  for ten consecutive weeks, or in the aggregate fifteen weeks,
                  of any year. If this Agreement is terminated for cause
                  pursuant to this sub-clause (iv), MANAGER or his heirs and
                  assigns as the case may be, shall immediately vest in all
                  options allocated to MANAGER up to and including the end of
                  the calendar year of such death or disability.

         o        Any other termination shall be deemed to be without cause.

11.3     ELITE shall have the right to terminate this Agreement without cause
         upon written notice to MANAGER. If ELITE terminates this Agreement
         without cause, ELITE shall continue to pay the salary portion of
         MANAGER'S compensation as it becomes due and continue benefits for a
         period of one month from the effective date of termination of this
         Agreement.

11.4     The Termination of this Agreement shall be without prejudice to the
         rights of the parties that accrued up to the date of termination.
         Termination shall not affect those clauses herein, which by their
         nature the parties intend to survive termination.



12.      REPRESENTATIONS AND WARRANTIES

12.1     The parties represent the warrant to each other:

         o        Each is free to enter into this Management Services Agreement

         o        Each possesses the legal authority to enter into this
                  Management Services Agreement

         o        There are no outstanding Contractual commitments that will
                  prevent or restrict any of them from entering into this
                  Agreement and performing the obligations hereunder.





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<PAGE>   8




13.      GOVERNING LAW

13.1     The laws of Texas and controlling Federal Law shall govern this
         Management Services Agreement and any action hereunder shall subject to
         the jurisdiction of the federal and state courts sitting in Brazoria
         County, Texas.



14.      ENTIRE AGREEMENT

14.1     This Agreement represents the entire agreement between the parties with
         respect to the subject thereof as such it supersedes and replaces any
         prior arrangements between the parties either oral or written.

14.2     Any changes or modifications to this Agreement shall be valid only if
         made in writing and signed by both parties.



15.      SEVERABILITY

15.1     Each provision in this Management Services Agreement is severable
         wholly and in part and if any provision is said to be illegal or
         unenforceable for any reason only the illegal or unenforceable portion
         shall be ineffective and the remainder shall remain in full force and
         effect.



16.      AMENDMENT

16.1     Any purported amendment or variation of this Agreement must be in
         writing and be signed by both Parties.





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<PAGE>   9


                                   SCHEDULE A

                       COMPENSATION, TERMS AND CONDITIONS




NAME                                     RICHARD L HANSEN

POSITION                                 MANAGER,  CHIEF OPERATING OFFICER

EMPLOYMENT  DATE                         August 1, 1998

GRANT OPTION PLAN                        September 1, 2000

INITIAL TERM                             One year

REVIEW DATE                              1 January each year.

TERRITORY                                United States of America

REQUIRED NOTICE OF                       Thirty (30) days notice in writing
TERMINATION                              (unless terminated for cause)


                                  COMPENSATION


1.       ANNUAL COMPENSATION

MANAGER shall receive the following salary:

<TABLE>


<S>                                      <C>                                         <C>
SALARY:                                  Base Salary (payable biweekly)              $ 108,000 per annum

                                         TOTAL ON TARGET REMUNERATION                $ 108,000.00

PERFORMANCE BONUS:                       As available and approved by the Board of Directors
</TABLE>


2.       INCENTIVE OPTIONS

In addition to the Annual Compensation detailed herein, MANAGER shall receive
stock option allocations giving the employee the right to purchase stock in the
company at current Fair Market Value (FMV) in accordance with the Elite
Logistics Inc., 2000 Employee Incentive Plan.

<TABLE>
<CAPTION>
  Allotment                        Exercise Price     Vesting Period       Vesting  Date      Option Grant Date
  ---------                        --------------     ---------------      -------------      -----------------

<S>                                <C>                <C>                  <C>                <C>
  30,000 Shares                         FMV              3 years            8-1-2000          September 1, 2000


  30,000 Shares                         FMV              3 years            8-1-2001             August 1, 2001


  30,000 Shares                         FMV              3 years            8-1-2002             August 1, 2002
</TABLE>


Vesting: In respect of each option grant 1/3 of the options vest on completion
of one year's service (on the anniversary of the date of employment) and
thereafter 1/24th of the remaining balance vests at the end of each subsequent
month of completed service.



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<PAGE>   10


3.       STOCK PURCHASE RIGHTS

MANAGER shall on the execution of this agreement receive in addition to the
incentive stock options detailed above restricted stock purchase rights pursuant
to the 2000 Equity Incentive Plan as follows:

<TABLE>
<CAPTION>
    Allotment                        Grant Date              Exercise Price            Expiration Date
    ---------                        ----------              --------------            ----------------

<S>                                 <C>                      <C>                      <C>
     20,000                         September 1, 2000             $3.00               December 29, 2000
</TABLE>


These shares shall be subject to execution of a restricted stock purchase
agreement and be restricted for a period of 12 months from the date of such
investment. Elite agrees to loan MANAGER the funds necessary to purchase these
shares at an interest rate two (2) points above National Prime Rate at the time
of purchase.

4.       PAID VACATION / DOMESTIC LEAVE

MANAGER shall, be entitled to 15 days paid annual vacation /domestic leave to be
taken in accordance with company policy.

5.       LEAVE OF ABSENCE, BEREAVEMENT LEAVE ETC

MANAGER shall be entitled to leave of absence and compensation in accordance
with company policy as set out in the Employee Handbook during periods of
sickness, disability, or bereavement.

6.       HEALTH INSURANCE

MANAGER and MANAGER's dependents will be eligible for participation in the
company's group health insurance Plan and other employee benefits, on the first
of the month following 90 days of employment.

7.       RELOCATION EXPENSES

If relocation is required by ELITE then ELITE shall reimburse MANAGER's
reasonable costs of relocating to Freeport, Texas in accordance with ELITE
relocation policy as set our in the Employee Handbook.








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<PAGE>   11








                                   SCHEDULE B

                             POSITION SPECIFICATION


NAME:             Richard L Hansen
POSITION:         Manager,  Chief Operating Officer
REPORTING TO:     Chief Executive Officer or designated representative


<TABLE>
<CAPTION>
AREAS OF RESPONSIBILITY                                                   PERFORMANCE CRITERIA
-----------------------                                                   --------------------

<S>     <C>                                                              <C>     <C>
-        Manages  organization  operations  by  directing                 -        Leader and driver in the organization
         and  coordinating   activities  consistent  with                 -        Sales orientation and strong closer
         established  goals,  objectives,  and  policies.                 -        Excellent  communication  &  influence  skills
         Follows   direction   set  by  Chief   Executive                          with  the   ability  to   effectively   manage
         Officer  and  Board  of  Directors.   Implements                          complex relationships.
         programs to ensure  attainment  of business plan                 -        Systems thinking
         for growth and profit.  Provides  direction  and                 -        Expertise/Achievement drive
         structure for operating  units.  May participate                 -        Change orientation
         in developing policy and strategic plans.                        -        Integrity / Interpersonal understanding


SUMMARY

Directs, administers, and coordinates the activities of                    SUPERVISORY RESPONSIBILITIES
the organization in support of policies, goals, and objectives
established by the chief executive officer                                 QUALIFICATIONS To perform this job successfully, an
and the Board of Directors by performing the following                     individual must be able to perform each essential
duties personally or through subordinate managers.                         duty satisfactorily. The requirements listed below
                                                                           are representative of the knowledge, skill, and/or
                                                                           ability required. Reasonable accommodations may be
                                                                           made to enable individuals with disabilities to
ESSENTIAL DUTIES AND RESPONSIBILITIES include the                          perform the essential functions.
following. Other duties may be assigned.


Guides and directs management in the development, production,
promotion, and financial aspects of the organization's
products and services.

Directs the preparation of short-term and long-range plans and
budgets based on broad corporate goals and growth objectives.

Oversees executives who direct department activities that
implement the organization's policies.

Implements programs that meet corporate goals and objectives.

Creates the structure and processes necessary to manage the
organization's current activities and its projected growth.

Maintains a sound plan of corporate organization, establishing
policies to ensure adequate management development and to
provide for capable management succession.

Develops and installs procedures and controls to promote
communication and adequate information flow within the
organization.

Supervises design of hardware and software systems to assist
in the smooth and efficient flow of information.

Establishes operating policies consistent with the chief
executive officer's broad policies and objectives and ensures
their execution.

Evaluates the results of overall operations regularly and
systematically and reports these results to the chief
executive officer.

Ensures that the responsibilities, authorities, and
accountability of all direct subordinates are defined and
understood.

Ensures that all organization activities and operations are
carried out in compliance with local, state, and federal
regulations and laws governing business operations.
</TABLE>



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<PAGE>   12



                                   SCHEDULE C

                          GENERAL TERMS AND CONDITIONS

<TABLE>
<S>                                         <C>
VACATION/DOMESTIC/PERSONAL                 Annual leave is provided in accordance with Schedule A. All
                                           applications for annual leave shall be made on the leave
                                           application form and shall require a minimum of two weeks
                                           notice. MANAGER is entitled to up to five days leave on
                                           ordinary pay where MANAGER finds that it is essential to stay
                                           at home in an emergency in the event of illness of a husband
                                           or wife, dependent child or dependent parent. Such leave shall
                                           be treated as though it were due to MANAGER's own sickness and
                                           shall be subject to the following conditions:

                                           o        leave shall be set-off against MANAGER's sick leave
                                                    entitlement

                                           o        On return to work MANAGER shall complete a sick leave
                                                    notification and file with the human resources
                                                    manager.

                                           o        If requested, a medical certificate shall be provided
                                                    to support such leave entitlement.

BEREAVEMENT LEAVE                          MANAGER is entitled to 3 days bereavement leave in each year
                                           on the death of the MANAGER's spouse, child, parent, brother
                                           or sister, grandparent, mother in law or father in law. The
                                           entitlement will not form part of any benefit payable upon
                                           termination of the Management Services Agreement. MANAGER
                                           shall complete a Bereavement Leave Application and file with
                                           the human resources manager.


DRESS CODE                                 MANAGER is expected to comply with "ELITE" dress code as
                                           published in the Employee Handbook from time to time.

HOURS OF WORK                              MANAGER is expected to work a minimum of 40 hours in any week.
                                           These will normally be worked Monday to Friday at any time
                                           between 7:00 a.m. and 6:00 p.m. to suit the MANAGER.

NOTICE PERIOD FOR TERMINATION OF           Unless terminated by Elite for cause, either party may
EMPLOYMENT                                 terminate the Management Services Agreement by giving the
                                           other party thirty (30) days notice in writing.
</TABLE>



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<PAGE>   13



<TABLE>
<S>                                          <C>
PAYMENT ON TERMINATION OF                    On termination of employment under this Agreement, MANAGER
EMPLOYMENT                                   will be paid

                                             o        Salary to date of termination

                                             o        Accrued annual leave

                                             o        One months salary in lieu of notice if ELITE does not
                                                      wish MANAGER to work out the notice period (unless
                                                      termination is for cause).

                                             o        Any and all bonuses and commissions accrued to the
                                                      date of termination. Unused sick leave is not payable
                                                      on termination of employment.


SICK LEAVE                                   After three months of service MANAGER is entitled to accrued
                                             sick leave to be taken in accordance with company policy. .

PUBLIC HOLIDAYS                              Public holidays shall be taken in accordance with company policy.
</TABLE>









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