SIERRA SYSTEMS CONSULTANTS, INC.

                       CONSULTING AND DEVELOPMENT CONTRACT

AGREEMENT # __________________


This  Consulting  and  Development  Contract  (the  "Agreement")  is  made as of
September   15,  1999   between   WordCruncher   Internet   Technologies,   Inc.
("WordCruncher") and Sierra Systems Consultants, Inc. ("Sierra").

To the  extent  that  prior  to the date of this  Agreement  Sierra  has  begun,
performed or completed any Services,  Deliverables  or other work or performance
called  for by  this  Agreement,  all  such  Services,  Deliverables,  work  and
performance shall be governed by this Agreement.

1.       Services. Sierra agrees to perform for WordCruncher the services listed
         in Attachment A ("Services") and to develop, test, debug and deliver to
         WordCruncher the computer programs and other deliverables identified in
         Attachment  A  ("Deliverables").  WordCruncher  agrees that Sierra will
         have ready access to WordCruncher's staff and resources as necessary to
         perform the Services.  Where such access is not consistently  provided,
         WordCruncher agrees to accept any resulting delays in the Time Schedule
         included in Attachment A.

          A.        Development  of the  Deliverables.  Sierra agrees to develop
                    Deliverables  which  conform  to  the  Specifications.   The
                    "Specifications"    are   the    features,    compatibility,
                    functionality,  performance, descriptions,  requirements and
                    other  specifications  set forth in  Attachment A and in the
                    Sierra  document,  "Spyhop  Architecture  and Design," dated
                    October 4, 1999,  the Sierra  document,  "Project  Charter,"
                    dated  October  1, 1999,  the  Digital  Boardwalk  document,
                    "Project  Plan," dated November 11, 1999,  the  WordCruncher
                    document,  "Spyhop Product  Requirements  Document," version
                    0.8, and the  WordCruncher  document,  "Spyhop Search Engine
                    Design  Document,"  version 1.6. The  Specifications  may be
                    changed by WordCruncher, provided that if such changes cause
                    a net increase in development  cost or time to Sierra,  then
                    Sierra  shall  be  entitled  to  a  reasonable  increase  in
                    compensation  under  Section  2 below.  If the  increase  in
                    compensation   is   unacceptable   to   WordCruncher,   then
                    WordCruncher may withdraw the changes to the  Specifications
                    and the  compensation  shall not be  increased.  If and when
                    WordCruncher  presents   Specification  changes  to  Sierra,
                    Sierra  will  promptly  consult  with  WordCruncher  on  the
                    increase in compensation, if any, caused by the changes. Any
                    changes  by  WordCruncher  to  the  Specifications  will  be
                    reduced to writing and added to this Agreement.

          B.        Development  and  Delivery  Schedule.  The  development  and
                    delivery  of the  Deliverables  and the  performance  of the
                    Services shall proceed in accordance  with the Time Schedule
                    in Attachment A.

          C.        Progress  Reports.  Sierra shall  provide  written  progress
                    reports  to  WordCruncher  when  requested  by  WordCruncher
                    describing  the  status and  progress  of the  Services  and
                    Deliverables.

          D.        Delivery, Testing and Correction.  When Sierra has completed
                    a working version of the Deliverables, the Deliverables will
                    be  delivered  to  WordCruncher   for  review  and  testing.
                    Nonconformities with the Specifications,  programming errors
                    and other problems with the  Deliverables  shall be promptly
                    corrected  by  Sierra  and then the  corrected  Deliverables
                    shall  re-delivered  to  WordCruncher.  Review,  testing and
                    correction   will   be   repeated   until   all   discovered
                    nonconformities  with the Specifications and all programming
                    errors   and  other   problems   have  been   corrected   to
                    WordCruncher's  reasonable  satisfaction.  When  review  and
                    testing by WordCruncher  show that all corrections have been
                    made  and  that  the   Deliverables   are   satisfactory  to
                    WordCruncher,  WordCruncher  shall accept the  Deliverables.
                    WordCruncher shall not unreasonably withhold acceptance.

          E.        Source  Code  and  Development  Environment.   Sierra  shall
                    deliver  to  WordCruncher  any and all source  code,  object
                    code,  executable code,  pseudo code,  designs,  programming
                    documentation, flow charts, logic diagrams,  specifications,
                    and other works of authorship that may be written or created
                    as  part  of or in  connection  with  the  Services  or  the
                    Deliverables or their development, testing or correction and
                    all of the foregoing  are deemed part of the  "Deliverables"
                    for the purposes of this  Agreement.  Sierra  shall  include
                    comments in the source  code.  The source code  comments and
                    organization  and the  programming  documentation  given  to
                    WordCruncher  shall  be  in  conformance  with  professional
                    standards of computer programming and shall be sufficient to
                    enable programmers  employed by WordCruncher to maintain and
                    enhance  the  Deliverables.  Sierra  shall  also  deliver to
                    WordCruncher   the   "Development   Environment"   for   the
                    Deliverables.   The  "Development   Environment"  means  the
                    software tools, utilities,  development automation software,
                    and  other  code   materials  and  items  used  by  Sierra's
                    programmers  to  design,  develop,   compile,  build,  test,
                    maintain,  and enhance the Deliverables.  Anything needed to
                    compile or build the Deliverables  (other than  commercially
                    available  operating  systems,   compilers,  tool  kits  and
                    products)  shall be  included  in and  with the  Development
                    Environment.  If a component of the Development  Environment
                    is  commercially  available to the public,  Sierra need only
                    identify the component in a written  document  included with
                    the Development  Environment.  The  Development  Environment
                    does not include any  Deliverables  (i.e., it is in addition
                    to the Deliverables).

2.       Payment.   Subject  to  the  other   provisions   of  this   Agreement,
         WordCruncher  agrees to pay Sierra for  Services  and  Deliverables  in
         accordance  with the payment  schedule in  Attachment  B.  WordCruncher
         shall reimburse  Sierra for all reasonable  travel expenses outside the
         Los Angeles area incurred by Sierra in the performance of Services,  at
         Sierra's net cost.  Travel must be approved in advance by WordCruncher.
         Invoices  will be issued in  accordance  with the  payment  schedule of
         Attachment  B,  and  will  include  travel  expenses  incurred.  Travel
         expenses  that are covered by this  contract are shown in Attachment C.
         Payment is due within 30 days of invoice date. Sales taxes, if any, are
         additional.

3.       Confidential  Information.  Sierra  shall  not  disclose  to any  other
         organization or individual any confidential information that Sierra may
         obtain from WordCruncher or any of the other contractors,  vendors, and
         third party content providers working with  WordCruncher.  Confidential
         information means information,  technology, plans, documents, research,
         development, financial information,  information about the Spyhop Site,
         trade  secrets or business  affairs,  but does not include  information
         which  is  generally   known  to  the  public  or  to   individuals  or
         organizations of ordinary skill in computer design and programming.

          A.        Deliverables  and source Code.  Sierra shall not disclose or
                    transfer to any third party any  Deliverables  or any source
                    code or documentation for the Deliverables.

          B.        Restrictions  on Use. Except as necessary in the performance
                    of the Services or the development,  testing or debugging of
                    the   Deliverables,   Sierra  shall  not  use  any  of  said
                    confidential information.

          C.        Return  of  Materials.  Any  and  all  designs,   templates,
                    documents,  code,  items and  other  materials  provided  by
                    WordCruncher or any of the other contractors,  vendors,  and
                    third party content  providers  working with WordCruncher in
                    connection   with  this   Agreement   and  all   copies  and
                    embodiments thereof shall be returned or delivered by Sierra
                    to  WordCruncher  upon  WordCruncher's  request,  and Sierra
                    shall retain no copy thereof.  Upon WordCruncher's  request,
                    Sierra  shall  certify in writing its  compliance  with this
                    Section 3.

          D.        Rights  of Other  Persons.  Sierra  shall  not  disclose  to
                    WordCruncher  or use in the Services or the  development  of
                    any Deliverables any code, work of authorship, technology or
                    intellectual  property  which is  proprietary  to any  other
                    person,   company  or  entity,   except  as   permitted   by
                    WordCruncher  (e.g.,  the  designs,  templates,  content and
                    contributions  from  WordCruncher or its contractors such as
                    Digital Boardwalk, Inc. and Pittard Sullivan).

          E.        Injunctive Relief.  Sierra agrees that a breach by Sierra of
                    this Agreement will cause irreparable injury to WordCruncher
                    not  adequately  compensable  in monetary  damages  alone or
                    through other legal remedies.  Therefore,  in the event of a
                    breach,  WordCruncher  shall be entitled to preliminary  and
                    permanent  injunctive  relief and other equitable  relief in
                    addition to damages and other legal remedies.

4.       Staff. Sierra's staff is not and shall not be deemed to be employees of
         WordCruncher. Sierra shall take appropriate measures to insure that its
         staff who perform  Services are competent to do so and that they do not
         breach or act inconsistent with this Agreement.  Sierra agrees that for
         a period of twelve months following the termination of the Services and
         any other work for WordCruncher  under this Agreement,  Sierra will not
         solicit or offer employment to WordCruncher's  employees engaged in any
         efforts  under this  Agreement  without  WordCruncher's  prior  written
         approval.  WordCruncher  will have final  approval on all Sierra  staff
         assigned to the Services.

          A.        Development   by   Employees.   The   development   of   the
                    Deliverables  shall  be done  only by  employees  of  Sierra
                    within the scope of their  employment (with the exception of
                    designs,   templates,   content   and   contributions   from
                    WordCruncher or its contractors  such as Digital  Boardwalk,
                    Inc.  and  Pittard  Sullivan).  If Sierra  must  engage  the
                    services of any independent  contractor,  sierra shall first
                    obtain   WordCruncher's   written  approval  and  a  written
                    contract  satisfactory to WordCruncher  with the independent
                    contractor.  The  contract  must  include an  assignment  to
                    WordCruncher  all of  the  independent  contractor's  right,
                    interest  and  title in and to the  Deliverables  (including
                    copyrights,  trade secrets and other intellectual property),
                    reasonable  non-disclosure and non-use provisions binding on
                    the  independent  contractor,  and such other  provisions as
                    WordCruncher reasonably requests.

5.        Use and Ownership of Work Product.  WordCruncher  shall have ownership
          of the  Deliverables  and other  work  product  of Sierra  under  this
          Agreement.  Sierra hereby assigns to  WordCruncher  the copyrights and
          other intellectual  property and rights in and to the Deliverables and
          other work  product.  In the event that the  Deliverables  contain any
          Development  Objects (as defined below), then such Development Objects
          are  licensed on a  nonexclusive,  unlimited,  irrevocable,  worldwide
          basis  to  WordCruncher.  Such  license  includes  the  right to grant
          sublicenses and includes the right to use, copy, publish,  distribute,
          display,  modify,  enhance, create derivative works and commercialize.
          "Development  Objects"  shall mean any code,  objects,  algorithms  or
          subroutines  which have been used  repeatedly  by  programmers  in the
          development  of other  computer  programs and which are intended to be
          used  repeatedly  in the  development  of  future  computer  programs.
          Furthermore,   the   Development   Environment  and  all  of  Sierra's
          intellectual property and rights in and to the Development Environment
          are licensed on a non-exclusive,  unlimited,  irrevocable,  world-wide
          basis to WordCruncher  for use in connection with the Deliverables and
          their  maintenance  and  enhancement,  including  the  right  to grant
          sublicenses.

          A.        Registration  of Copyrights.  WordCruncher  may register the
                    copyright(s)  to the  Deliverables  with the U.S.  Copyright
                    Office.  Sierra shall  cooperate  in all  respects  with the
                    reasonable requests of WordCruncher  necessary to facilitate
                    such registration.

          B.        Recordation.  WordCruncher  may record this Agreement or, at
                    WordCruncher's election, a notice and/or description of this
                    Agreement or any assignment or license herein, with the U.S.
                    Copyright Office,  U.S. Patent and Trademark Office,  and/or
                    any other government agencies,  entities or offices.  Sierra
                    shall  provide  any  cooperation   reasonably  requested  by
                    WordCruncher to facilitate such recordation.

          C.        Enforcement  and Defense.  Sierra shall  cooperate  with all
                    reasonable  requests by  WordCruncher in connection with the
                    enforcement   or   defense  of  any   copyrights   or  other
                    intellectual property assigned by Sierra to WordCruncher, or
                    any   litigation,   arbitration,   mediation  or  settlement
                    proceedings or meetings relating to the Deliverables or such
                    copyrights or other intellectual property.

          D.        Moral Rights. For purposes of this Agreement, "Moral Rights"
                    shall mean any rights of paternity or  integrity,  any right
                    to claim  authorship of the  Deliverables,  to object to any
                    distortion,  mutilation or other  modification  of, or other
                    derogatory action in relation to, the Deliverables,  whether
                    or not such would be prejudicial to Sierra's or the author's
                    honor or reputation,  and any similar right,  existing under
                    judicial or  statutory  law of any country in the world,  or
                    under any  treaty,  regardless  whether or not such right is
                    denominated  or  generally  referred to as a "moral"  right.
                    Sierra   hereby   irrevocably   transfers   and  assigns  to
                    WordCruncher  any and all Moral Rights that sierra or any of
                    its employees may have in or to the Deliverables. Sierra, on
                    behalf of itself  and its  employees,  also  hereby  forever
                    waives and agrees  never to assert any and all Moral  Rights
                    it or its employees may have in or to the  Deliverables,  at
                    any time.  Notwithstanding  anything herein to the contrary,
                    this Section D is subject to the following: (1) This Section
                    D  applies  only if and to the  extent  that it is valid and
                    enforceable under, and not in conflict with,  applicable law
                    and applicable  international  copyright treaties.  (2) This
                    Section D shall require no assignment or transfer that is in
                    conflict with applicable law or any applicable international
                    copyright treaties.

          E.        Further  Assurances.  Sierra  shall  execute  and deliver to
                    WordCruncher   such   documents,   assignments  and  further
                    assurances as are reasonably  requested by  WordCruncher  to
                    better  evidence  or  document  any  assignment,  license or
                    rights under this  Agreement or to further or support any of
                    the purposes or provisions of this Agreement.

6.       WordCruncher  and  Sierra  representatives.   Mr.  Daniel  Lunt  (or  a
         replacement  designated by  WordCruncher)  will represent  WordCruncher
         during the  performance  of this Agreement with respect to the Services
         and  Deliverables  or any other  matter  under this  Agreement  and has
         authority  to  execute  written  modifications  or  additions  to  this
         Agreement on behalf of WordCruncher.  Mr. Bill McGraw (or a replacement
         designated by Sierra) will represent  Sierra during the  performance of
         this  Agreement  with respect to the Services and  Deliverables  or any
         other matter under this Agreement and has authority to execute  written
         modifications or additions to this Agreement on behalf of Sierra.

7.        Limited  Warranty.  Sierra warrants that it shall perform the Services
          and  this  Agreement  in  accordance  with the  standards  of care and
          diligence  normally  practiced by  recognized  software  companies and
          professionals  performing similar services.  Except for the warranties
          expressly stated in this Agreement,  Sierra makes no other warranties,
          whether  written,  oral,  statutory  or  implied,   including  without
          limitation the implied  warranties of fitness for a particular purpose
          and  merchantability.  In no event  except  for a breach of an express
          warranty in this Agreement,  shall either Party be liable to the other
          Party  for  special  or  consequential  damages,  whether  or not  the
          possibility  of such  damages has been  disclosed  in advance or could
          have been reasonably foreseen.

          A.        Right to Enter Into  Agreement.  Each Party warrants that it
                    has the  right to enter  into this  Agreement  and that this
                    Agreement  is not in conflict  with any other  agreement  or
                    obligation of said Party.

          B.        Deliverables.  Sierra  warrants that the  Deliverables  will
                    conform    to    their    Specifications    and   that   any
                    nonconformities, defects or errors will be promptly remedied
                    by Sierra.

          C.        Year 2000  Compliance.  Sierra  represents and warrants that
                    the Deliverables delivered by Sierra to WordCruncher will be
                    properly designed and coded to be used prior to, during, and
                    after the calendar year 2000 A.D., and that the Deliverables
                    will  operate  during  each such time period  without  error
                    relating  to  date  data,  specifically  including,  without
                    limitation,  any error  relating to, or the product of, date
                    data which represents or references  different  centuries or
                    more than one century.  Without  limiting the  generality of
                    the foregoing,  Sierra  further  represents and warrants the
                    following for the Deliverables:

                  (i)      The  Deliverables  will not abnormally end or provide
                           invalid  or  incorrect  results  as a result  of date
                           data,   specifically   including   date  data   which
                           represents or references  different centuries or more
                           than one century.

                  (ii)     The Deliverables will be designed and coded to ensure
                           year 2000 compatibility,  including,  but not limited
                           to, date data century recognition, calculations which
                           accommodate same century and  multi-century  formulas
                           and date values,  and date data interface values that
                           reflect the century.

                  (iii)    All date-related interfaces and data fields will
                           include an indication of century.

                  (iv)     All date processing by the Deliverables  will include
                           a four  digit  year  format  and will  recognize  and
                           correctly process dates for leap years.

                  (v)      The  Deliverables  will  require  that all date  data
                           (whether received from users,  systems,  applications
                           or other sources)  include an indication of century i
                           n each instance.

                  (vi)     All date output and  results,  in any form,  will
                           include an  indication  of century in each instance.

                   The term "date  data"  shall  mean any data,  output or input
                   which includes an indication of or reference to date.

          D.        No Self-Help Code or Unauthorized  Code.  Sierra warrants to
                    WordCruncher  that no copy of the  Deliverables  provided by
                    Sierra under this  Agreement  will contain or be accompanied
                    by any  Self-Help  Code or  Unauthorized  Code  (as  defined
                    below).

                   "Self-Help  Code" means any back door,  time bomb,  drop dead
                   device,  or  other  routine,   code,  algorithm  or  hardware
                   component  designed or used: (i) to disable,  erase, alter or
                   harm  the  Deliverables  or  any  computer  system,  program,
                   database,   data,   hardware  or   communications   software,
                   automatically  with the passage of time, or under the control
                   of, or through  some  affirmative  action by, a person  other
                   than  WordCruncher,  or (ii) to access any  computer  system,
                   program, database, data, hardware or communications system of
                   WordCruncher.  "Self-Help  Code" does not include any code in
                   the  Deliverables  or  any  accompanying  hardware  component
                   designed and used to permit  Sierra to obtain  access to th e
                   Deliverables on WordCruncher's  computer system (e.g., remote
                   access  via  modem)   solely  for   purposes   of   providing
                   maintenance or technical  support to  WordCruncher,  provided
                   that such code or hardware  component  is first  disclosed to
                   WordCruncher and approved by WordCruncher in writing.

                  "Unauthorized  Code" means any virus,  Trojan horse,  worm, or
                  other routine,  code, algorithm or hardware component designed
                  or used to  disable,  erase,  alter,  or  otherwise  harm  any
                  computer  system,   program,   database,   data,  hardware  or
                  communications system, or to consume, use, allocate or disrupt
                  any computer resources.

         E.       Infringement. Sierra warrants that the Deliverables will be of
                  original   development  and  design  and  will  not  infringe,
                  misappropriate or violate any copyright, patent, trade secret,
                  intellectual  property,  privacy  or  other  right  of a third
                  party.

         F.       Indemnification.  Sierra shall indemnify  WordCruncher and its
                  officers, directors,  shareholders,  affiliates,  contractors,
                  licensees,  customers,  employees and representatives against,
                  and hold them harmless  from,  any claim by a third party that
                  the Deliverables (or their reproduction, sale, distribution or
                  use)   constitutes  an  infringement  of  said  third  party's
                  copyright,   patent,  trade  secret,   intellectual  property,
                  privacy  or  other  right,  and all  litigation,  arbitration,
                  judgments,  awards,  settlements,  damages,  costs,  expenses,
                  attorneys'  fees,  losses,  liabilities,  penalties  and fines
                  resulting from or relating to such claim. Sierra shall have no
                  obligation under the preceding sentence for infringement based
                  upon any  modification  or  addition  by  WordCruncher  to the
                  Deliverables.   Sierra  shall   indemnify  and  hold  harmless
                  WordCruncher   and   WordCruncher's    officers,    directors,
                  shareholders,  affiliates, employees, contractors,  licensees,
                  customers,  and  representatives  from and against any and all
                  claims,   litigation,    arbitration,    judgments,    awards,
                  settlements,   damages,  costs,  expenses,   attorneys'  fees,
                  losses,  liabilities,  penalties and fines  resulting  from or
                  relating to Sierra's (or its  employees')  fault,  negligence,
                  willful misconduct, fraud or strict liability.

8.        Additional  Work.  If  WordCruncher   requests  additional   services,
          Sections  3 through  11 of this  Agreement  will  apply to the  extent
          reasonable,  unless  a  new  written  Agreement  is  entered  into  by
          WordCruncher and Sierra.  Such additional  services will be covered on
          additional Attachments or statement of work.

          A.        Available at WordCruncher's  Request. For at least two years
                    following  acceptance of the  Deliverables by  WordCruncher,
                    Sierra shall be available  to provide  WordCruncher  and its
                    designees   with   such   additional    technical   support,
                    consultation,  training,  maintenance and enhancement as may
                    be  requested  from  time  to  time  by  WordCruncher.  Such
                    technical support,  consultation,  training, maintenance and
                    enhancement shall be at Sierra's  then-current standard fees
                    and charges, which shall not be unreasonable. However, prior
                    to and during the first year of said two year  period  there
                    shall be no fee or other charge for any correction by Sierra
                    of  any   nonconformity   of  the   Deliverables   with  the
                    Specifications  or  any  programming   errors,   unless  the
                    correction  is for a version of the  Deliverables  where the
                    source code has been modified by  WordCruncher  or its other
                    contractors.  WordCruncher  is not  obligated to request any
                    additional   technical  support,   consultation,   training,
                    maintenance or enhancement.  This Section 8 does not require
                    WordCruncher  to pay any additional  fees or charges for the
                    Services  or  Deliverables  as  they  are  included  in  the
                    $500,000 fixed fee of Appendix B.

9.       Delays.  Examples of  WordCruncher  actions which may affect  scheduled
         success  include  change  requests,   changes  in   Specifications   or
         standards,  or unavailability of test data, test computer,  information
         staff or  technical  support  needed by  Sierra.  In these and  similar
         cases,  the term for  completion  of the Services will be extended by a
         mutually agreed upon period not to exceed a period equal to the time of
         delay. Sierra will use its best efforts to overcome delays and complete
         the Services and Deliverables on schedule.

10.      Arbitration.  Any claim or  controversy  between  WordCruncher  and
         Sierra  arising  out of or relating to this Agreement shall be resolved
         in the following manner:

         A.       Notice.  Prior to  filing  any  claim in a court of  competent
                  jurisdiction or initiating any arbitration proceeding, a Party
                  shall give the other Party at least 10 days'  advance  written
                  notice of its  intention  to do so. Each Party  agrees to make
                  its  representative  reasonably  available  to meet (either in
                  person or by  teleconference)  with the other Party to resolve
                  the claim controversy.

         B.       Meeting.  If the other  Party  desires to have such a meeting,
                  neither Party may file a claim or begin  arbitration  prior to
                  the occurrence of such meeting. The Parties shall meet in good
                  faith at the offices of the other  Party or the other  Party's
                  attorney.

         C.       Arbitration.  In the  event  the  other  Party  does not agree
                  within the 10 days to such  meeting  or if after such  meeting
                  the Parties are still unable to resolve their differences, any
                  claim or controversy  shall be finally  decided by arbitration
                  in accordance  with the  Commercial  Arbitration  Rules of the
                  American  Arbitration   Association  by  a  single  arbitrator
                  appointed  in  accordance  with such rules.  Such  arbitration
                  shall be conducted  in Los Angeles if brought by  WordCruncher
                  or in Salt  Lake  County  if  brought  by  Sierra.  The  award
                  rendered by the arbitrator shall be final, and judgment may be
                  entered upon it at any court having jurisdiction.

11.      Miscellaneous.
         -------------

         A.       Entire Agreement.  This Agreement  (including its Attachments)
                  contains the entire Agreement between  WordCruncher and Sierra
                  with  respect  to  the  matters  covered  herein.  Each  Party
                  acknowledges that, in entering into this Agreement,  it is not
                  relying on any other  representations of the other Party other
                  than the representations contained or referenced herein.

         B.       Force  Majeure.   Neither  WordCruncher  nor  Sierra  will  be
                  responsible  for any failure by it to perform its  obligations
                  under this  Agreement,  if failure is due to causes beyond the
                  non-performing party's reasonable control, including,  without
                  limitation,   acts  of  God,  war  and  labor  disputes.   The
                  non-performing  Party shall give prompt  written notice to the
                  other  Party of the cause and its effects on  performance  and
                  shall  diligently  exercise  all best  efforts to overcome the
                  cause and resume performance.  The other Party may cancel this
                  Agreement if the performance is not resumed within five days.

         C.       Assignment.  This  Agreement  may not be  assigned  by  Sierra
                  without   the   prior   written   consent   of   WordCruncher.
                  WordCruncher  may assign or  transfer  this  Agreement  to any
                  person   or  entity   who   acquires   substantially   all  of
                  WordCruncher's  intellectual  property in or to the Spyhop web
                  site. Except for this prohibition on assignment, the Agreement
                  shall be binding  upon the heirs,  successors  and  assigns of
                  WordCruncher and Sierra.

         D.       Severability.  If any provision of this  Agreement is found to
                  be invalid,  illegal or  unenforceable by a court of competent
                  jurisdiction,  the remaining  provisions shall not be affected
                  and will continue in full force and effect.

         E.       Notices.
                  -------

 (i)  Notices to WordCruncher should be  (ii)  Notices to Sierra should be sent
 to:                                      to:
 President                                Bill McGraw
 WordCruncher Technologies Inc.           Sierra Systems Consultants Inc.
 405 East 12450 South, Suite B            19800 MacArthur Boulevard
 Draper, Utah  84020                      Irvine, CA  92612

                  or to such  substitute  address as the Party to  receive  such
                  notice designates by written notice to other Party.

         F.       Costs and Expenses.  Each Party shall be  responsible  for the
                  costs  and  expenses  incurred  by it and  its  employees  and
                  representatives, except as otherwise stated herein.

         G.       Relationship.  Neither Party is the partner,  joint  venturer,
                  agent or representative of the other Party.  Neither Party has
                  the  authority to make any  representations  or  warranties or
                  incur any  obligations  or  liabilities on behalf of the other
                  Party.  Neither Party shall make any representation to a third
                  party inconsistent with this Section G.

         H.       Construction.  This Agreement  represents the wording selected
                  by the Parties to define their agreement and no rule of strict
                  construction  shall  apply  against  any Party.  Whenever  the
                  context  reasonably  permits,  the singular  shall include the
                  plural,  the plural shall include the singular,  and the whole
                  shall include any part thereof.

         I.       Waiver.  Any waiver of, or promise not to  enforce,  any right
                  under this Agreement shall not be enforceable unless evidenced
                  by a  writing  signed  by the  Party  making  said  waiver  or
                  promise.

         J.       Execution and Authority. This Agreement may be executed in any
                  number  of  duplicate  counterparts,  each of  which  shall be
                  deemed an  original,  but all of which  taken  together  shall
                  constitute one and the same  instrument.  The persons  signing
                  below  represent that they are duly authorized to execute this
                  Agreement  for and on  behalf  of the  Party for whom they are
                  signing.

The  signatures  below of the authorized  representatives  of  WordCruncher  and
Sierra indicate their acceptance of the terms and conditions of this Agreement.

WordCruncher Internet Technologies              Sierra Systems Consultants, Inc.
Inc.

/s/                                                /s/
----------------------------------              --------------------------------
Martin Cryer, Vice President                    Bill McGraw, Vice President


<PAGE>
ATTACHMENT A:  SCOPE OF SERVICE

DATE:                                  __Jan 6, 2000________

WORDCRUNCHER INITIALS:                 ______/s/____________

SIERRA INITIALS:                       ______/s/____________

AGREEMENT #: ___________________


Services:

Services  will be provided to  WordCruncher  as proposed in the Sierra letter to
WordCruncher  dated  September  22, 1999,  and in the Sierra  document,  "Spyhop
Architecture and Design," dated October 4, 1999, the Sierra  document,  "Project
Charter," dated October 1, 1999, the Digital Boardwalk document, "Project Plan,"
dated November 11, 1999, the WordCruncher document, "Spyhop Product Requirements
Document,"  version 0.8, and the  WordCruncher  document,  "Spyhop Search Engine
Design Document," version 1.6. Services also include the development,  delivery,
testing and debugging of the  Deliverables.  These  services will be provided in
support of the development of the Spyhop web site.

Deliverables:

Deliverables  will be provided to WordCruncher as proposed in the same documents
listed above under  "Services." The deliverables  include but are not limited to
HTML templates,  data bases, scripts,  integration modules, and any other Sierra
or Digital Boardwalk software components required to deliver a fully functioning
web site that conforms to the  specifications  set forth in the above referenced
documents.  It is understood  that certain other software  licenses for products
required to build the Spyhop site (i.e., NAS, NES, Oracle,  and Solaris) will be
acquired by WordCruncher separate from this contract.

Specifications:

The specifications for the deliverables are defined in the same documents listed
above under "Services."

Time Schedule:

The time schedule for this project is defined by the Digital Boardwalk document,
"Project  Plan," dated  November 4, 1999.  As of November 30, 1999,  it has been
agreed between the involved parties that the target release date is now February
15, 2000.