EXHIBIT 10.30


     On-Point Technology Systems, Inc. and IFS International Holdings, Inc.
                     Assets Acquisition Agreement. May 2000

                            ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement  ("Agreement ") is made and entered into as of May
___, 2000, by and between IFS International Holdings, Inc., ("Buyer") a Delaware
corporation with offices located at Rensselaer Technology Park, 300 Jordan Road,
Troy,  New  York  12180  ,  and  On-Point  Technology  Systems,  Inc.  a  Nevada
corporation  with offices  located at 1370 West San Marcos  Boulevard Suite 100,
San Marcos,  California  92069  ("On-Point")  and e-Point  Technologies,  Inc. a
Nevada  corporation and wholly owned subsidiary of On-Point with offices located
at 1370 West San  Marcos  Boulevard  Suite 100,  San  Marcos,  California  92069
("e-Point  USA"),  On-Point and e-Point USA hereinafter  jointly  referred to as
"Seller'.

                                    RECITALS

     A. Seller  operates a Business (such term being defined in Section 1 below)
which is to be sold to Buyer pursuant to this Agreement.

     B. Seller owns the tangible and  intangible  assets , described in "Exhibit
A" attached hereto (the "Acquired  Assets"),  said Acquired Assets including but
not  limited  to  a  Company   registered  in  the  United  Kingdom  as  e-Point
Technologies  (UK) Limited  ("e-Point  UK") past and present  trademarks,  trade
names and logo(s),  customer and customer contact lists and computer data bases,
electronic and computer equipment  hardware and software,  and vendor agreements
used in the  operation of the Business,  as well as the right to transfer,  sell
and assign, certain underlying agreements more fully described herein.

     C. Seller desires to assign, transfer and convey to Buyer certain rights to
expand and  operate  Business  in any and all  territories  within the  universe
without limitation.

     D. Seller has agreed not to compete with Buyer in the  operation of e-Point
UK and/or the Business  for a period of one (1) year  following  Close,  as more
specifically provided in section 16 hereof.

     E. Buyer and Seller had  previously  contemplated  a joint  venture for the
development and exploitation of the e-Point UK Business,  under which e-Point UK
would have incurred substantial  marketing and operational  development costs to
be funded by Seller.  Seller has determined that it is unable to adequately meet
the ongoing funding  requirements of the e-Point UK Business and/or  anticipated
costs  arising  out of the  contemplated  joint  venture and that the failure to
facilitate  immediate  additional funding for the e-Point UK Business may result
in the loss of all  contemplated  current  e-Point  UK  Business  opportunities.
Seller desires to eliminate ongoing funding requirements associated with e-Point
UK and Business in addition to securing a payment for the sale of e-Point UK and
Business.

     F. Buyer acknowledges that the Business is in a developmental stage and has
not  secured any  revenues  or  contracts  for future  revenues  and has to date
operated at a loss.  Furthermore Buyer acknowledges that any contemplated future
operation  of e-Point UK and/or  Business  will be highly  speculative  and that
Seller makes no claims or representations of any nature pertaining to the future
commercial viability of the Business.


<PAGE>


                                    AGREEMENT

NOW  THEREFORE,  in  consideration  of the  Recitals  and the mutual  covenants,
conditions,  representations,  considerations  and  warranties  hereinafter  set
forth, the parties agree as follows:

1.       DESCRIPTION OF BUSINESS.

The term "Business" shall mean the following:

     a)  The  provision  of  electronic   top-up  and/or   activation   services
("E-TopUp")  Solution  Provider  services  to mobile  and fixed  line  telephony
Network Carriers and distributors.

     b) The sale and/or  licensing and/or or delivery and operation of solutions
for the operation by any and all third party entities of E-TopUp services.

     c) The development and operation of E-TopUp Host processing center(s).

     d) The  development  and  provision  to  retailers  of  solutions  for  the
operation and management of customer loyalty and/or recurring purchase programs.

2.       PURCHASE AND SALE OF ASSETS.

         On the terms and subject to the conditions set forth in this Agreement,
Seller agrees to sell, convey,  assign,  transfer and deliver to Buyer and Buyer
agrees to purchase  from Seller,  on or before the Closing  Date (as  determined
under  Article 5 below) all of the "Acquired  Assets" set forth below,  and more
fully described in Exhibit 'A' attached hereto, including without limitation the
following:

          (a)  all of the issued and  outstanding  capital shares of e-Point UK,
               and

          (b)  all  Intellectual  Properties  of the  Business  (as  defined  at
               subsection  7m) as they pertain  specifically  to e-Point UK; and
               the sole and exclusive rights to any and all trademarks,  service
               marks and trade name(s) of the Business,  specifically  including
               but not limited to all those names and  identities  and copyright
               trademarks and In-Use Logo(s) and registered  fictitious business
               names  as set  forth  in  Exhibit  'A-1'Business  Names  attached
               hereto;

          (c)  any and all inventory as set forth in Exhibit 'A-2'-  "Inventory"
               attached hereto;

          (d)  miscellaneous  promotional  materials and office  supplies as set
               forth in Exhibit 'A-3';

          (e)  property lease as set forth in Exhibit 'A-4'-  "Property  Leases"
               attached hereto;

          (f)  customer and contact  lists and computer  data bases as set forth
               in Exhibit 'A-5'- "Client Contacts" attached hereto;

          (g)  all capital equipment including but not limited to electronic and
               computer  equipment hardware and software as set forth in Exhibit
               'A-6'- "Capital Equipment" attached hereto;

          (h)  vendor  agreements,  of any  and  all  nature  and  kind  whether
               contemplated for use, currently in use or superseded as set forth
               in Exhibit 'A-7'- "Vendor Agreements" attached hereto;

          (i)  the  published  and  in-use  Business  Internet,   telephone  and
               facsimile  numbers  as set  forth  in  Exhibit  'A-8'  -"Business
               Communication Numbers" attached hereto;

          (j)  all  Business  client and  supplier  records and contact  details
               pertaining to any and all actual and contemplated transactions of
               the Business which shall have occurred within a minimum three (3)
               calendar year period immediately preceding the Closing Date; and

          (k)  the  services  of  key  management   personnel  under  terms  and
               conditions of a separately executed  employment  agreement as set
               forth in Exhibit  'B'-"Employment/Contractor  Agreement" attached
               hereto.

3.       PURCHASE PRICE.

         As  consideration  for the Acquired  Assets,  on the Closing Date Buyer
agrees to deliver to Seller the following payment and considerations  ("Purchase
Price"):

(a)  Stock  Consideration:  Buyer  agrees to issue and deliver to Seller  and/or
     Seller's  nominee(s) an amount of Buyer's common stock (par value per share
     to be determined in accordance  with Article 3(c) herein) equal to a sum of
     one-hundred thousand dollars ($100,000), subject to certain restrictions on
     transfer described in Subsection 2b) hereof ("Seller Stock" ). Seller Stock
     is to be issued as fully paid and non-assessable shares.

(b)  Buyer  acknowledges  that the Seller Stock is being  issued  pursuant to an
     exemption  from  registration  under Section 4(2) of the  Securities Act of
     1993 (the  "Act")  and/or  Regulation  D  thereunder.  Accordingly,  Seller
     acknowledges  that further transfer of the stock is restricted and that the
     Seller Stock may only be resold either (i) in a transaction  complying with
     the  provisions  of Rule 144 of the United States  Securities  and Exchange
     Commission,  or (ii) another  transaction which is exempt from registration
     in the reasonable opinion of counsel for Buyer. Accordingly,  the shares to
     be issued may be issued with a legend noting the  restrictions on transfer.
     Seller hereby  warrants and represents that it is acquring the Seller Stock
     for its own account and for investment  purposes,  and not with the view to
     distribution  thereof in a manner which would  constitute  the Seller as an
     "underwriter" as defined in Section 2(11) of the Act.

(c)  The per share value of the Seller Stock shall be  determined by the average
     of the closing price of the Buyer's  Company stock on the five (5) business
     days  immediately  preceding the Closing Date ("Seller's  Stock Price") and
     Buyer shall deliver to Seller within thirty (30) days after Closing Date an
     amount of Buyer stock certificates duly issued to Seller. Seller and any of
     Seller's nominee(s) which may be recipients of said Seller Stock agree that
     the  aforesaid  equity stake in Buyer shall be subject to post Closing Date
     dilution  from  any and  all  ongoing  Buyer  issuance,  sale,  assignment,
     transfer and delivery of additional  shares of Buyer's stock as approved by
     Buyer's Board of Directors  including but not limited to Buyer  funding(s),
     merger(s),  acquisition(s),  debt  retirement(s),  debt  security and Buyer
     employee stock and stock option bonus programs.

(d)  Seller  Stock Value  Guaranty.  Due to the fact that  certain  restrictions
     apply to  Seller's  ability to sell the Seller  Stock,  Buyer has agreed to
     provide certain price guarantees,  as provided in this subsection.  Buyer's
     guarantee  commences on the earliest date that the Seller Stock may be sold
     under SEC Rule 144,  and ends ninety (90) days  thereafter  (the  "Guaranty
     Period").  Buyer  guarantees  that if Seller  is unable to sell the  Seller
     Stock during the 90 day Guaranty Period for at least  $100,000,  then Buyer
     shall make Seller whole by paying to Seller the difference between $100,000
     and the actual amount that Seller  received on the sale of the Seller Stock
     or, if not sold, the average of the closing prices for the Guaranty Period.
     Buyer may pay such  amount,  at Buyer's  option,  by either  (i)  tendering
     Seller the amount  required in cash,  or (ii)  tendering  Seller the amount
     required  in  additional  shares of  Buyer's  common  stock,  valued at the
     average  closing  price during the  Guaranty  Period.  Notwithstanding  the
     foregoing,  if the  aggregate  closing  price of the Buyer's  Stock for any
     fifteen consecutive  business days is $100,000 or greater then Seller shall
     have no further obligation hereunder.

4.       BUYER ASSUMED LIABILITIES.

         Buyer shall assume only those specified debts, liens and liabilities of
the  Business as of the Closing  Date as detailed in Exhibit 'C' "Buyer  Assumed
Liabilities"  attached  hereto.  Any and all  liabilities  of  e-Point UK and/or
Business whatsoever  pertaining to Seller's  development and/or operation of the
Business up to the Closing date which are not listed on Exhibit "C" shall remain
the sole responsibility of the Seller.

5.       CLOSING.

         The  Closing  shall  take  place on or before  5:00 PM EST on May ____,
2000, or such other date as the parties shall  mutually agree upon (the "Closing
Date"). Buyer and Seller shall each be entitled to one reasonable adjournment of
the Closing,  for a period not to exceed thirty (30) days, in order to come into
compliance  with  such  party's  respective   warranties,   representations  and
covenants  under this Agreement,  or to make a determination  whether to waive a
failure  by the  other  party to be in  compliance  with any  conditions  to the
Closing.  No further  adjournments  shall be  permitted  except  with the mutual
consent of both Buyer and Seller.

6.       DELIVERIES AT CLOSING.

         (a)  Seller's Deliveries.

         At the Closing on the Closing Date Seller shall deliver to Buyer:

                  i)       such bills of sale,  deeds,  trademark and fictitious
                           business name  assignments and all other  instruments
                           of sale,  conveyance,  assignment and transfer as are
                           sufficient  in the  opinion  of  the  Buyer  and  its
                           counsel  to  vest in  Buyer  and  its  successors  or
                           assigns the absolute, legal and equitable title, free
                           and clear of any and all  debts,  liens,  attachments
                           and encumbrance, to all of the Acquired Assets.

                  ii)      If required under law, Seller shall deliver a list of
                           the assets sold, a list of the names and addresses of
                           Seller's  creditors and an Affidavit of Mailing,  all
                           in conformity  with the bulk  transfer  provisions of
                           Article  6 of the New  York  version  of the  Uniform
                           Commercial Code or, alternatively, an indemnification
                           acceptable  in form and  content to Buyer and Buyer's
                           legal   counsel,    indemnifying   Buyer   from   any
                           liabilities  Buyer may incur by reason of the failure
                           of the parties or the transaction to comply with such
                           bulk transfer provisions.

                  iii)     a  Certificate,  duly executed by Seller's  corporate
                           secretary  or assistant  secretary,  attesting to the
                           passage and continuing  effectiveness  of resolutions
                           by  each  Seller's   corporate  Board  of  Directors,
                           authorizing   the  signing  of  this  Asset  Purchase
                           Agreement and the  consummations  of the transactions
                           contemplated hereunder.

                  iv)      a  Certificate,  duly executed by Seller's  corporate
                           secretary  or assistant  secretary,  attesting to the
                           passage and continuing  effectiveness  of resolutions
                           by the  requisite  majority  of the  shareholders  of
                           e-Point,  U.K.  authorizing the signing of this Asset
                           Purchase  Agreement  and  the  consummations  of  the
                           transactions contemplated hereunder.

         (b)      Buyer's Deliveries.

                  At the  Closing on the  Closing  Date Buyer  shall  deliver to
Seller:

                    i)   a Certificate  for $100,000 in value of Buyer's  common
                         capital   stock,   duly   issued  as  fully   paid  and
                         non-assessible common stock; and

                    ii)  a  Certificate,  duly  executed  by  Buyer's  corporate
                         secretary  or  assistant  secretary,  attesting  to the
                         passage and continuing  effectiveness of resolutions by
                         Buyer's  corporate Board of Directors,  authorizing the
                         signing  of  this  Asset  Purchase  Agreement  and  the
                         consummation   of   the    transactions    contemplated
                         hereunder,  including (without limitation) the issuance
                         of the Seller Stock.

7.       REPRESENTATIONS AND WARRANTIES OF SELLER.

The  corporations  comprising the Seller hereby jointly and severally  represent
and warrant to Buyer that:

         (a)      On-Point is a corporation duly organized, validly existing and
                  in good  standing  under  the  laws of the  State  of  Nevada.
                  e-Point USA is a corporation duly organized,  validly existing
                  and in good  standing  under the laws of the State of  Nevada.
                  e-Point U.K. is a corporation duly organized, validly existing
                  and in good  standing  under the laws of the  United  Kingdom.
                  Each corporation comprising the Seller has the requisite power
                  and  authority to own and operate its assets,  properties  and
                  Business and to carry on its business as now conducted.

         (b)      The  execution   and  delivery  of  this   Agreement  and  the
                  consummation of the transactions contemplated by the Boards of
                  Directors of Seller (and,  as to e-Point UK, a majority of its
                  shareholders),   and,   when   executed   by  the   authorized
                  representative of the Seller, this Agreement will constitute a
                  legal, valid and binding agreement of the Seller.

         (c)      The  execution   and  delivery  of  this   Agreement  and  the
                  consummation of the transactions  contemplated hereby will not
                  result in the breach of the terms and conditions of, or result
                  in a loss of rights  under,  or result in the  creation of any
                  lien,  charge  encumbrance  upon,  any of the Acquired  Assets
                  pursuant to (i) Seller's  articles of incorporation or bylaws,
                  (ii) any franchise,  mortgage,  deed of trust, lease, license,
                  permit,  agreement,  patents,  instruments  or  undertaking to
                  which  any  Seller  is a party  or by  which  any of  Seller's
                  properties are bound, or (iii) any statute,  rule, regulation,
                  order, judgment, award or decree.

         (d)      There are no suits, claims, actions or proceedings now pending
                  or threatened  before any court,  administrative or regulatory
                  agency  or any basis for such  claim  which may  result in any
                  judgment,  order,  decree,  liability  or other  determination
                  which could have adverse effect, financial or otherwise,  upon
                  any of the Acquired Assets. No such judgment,  order or decree
                  has been entered which has or could have such effect.

         (e)      To the best of the Seller's knowledge, Seller has all licenses
                  and permits (foreign,  federal,  state and local) necessary to
                  conduct its business and such licenses and permits are in full
                  force and effect.  No violations  are or have been recorded in
                  respect of such  licenses  or  permits  and no  proceeding  is
                  pending or threatened  which could result in the revocation or
                  limitation of any such licenses or permits.

         (f)      Except as specifically  set forth in Exhibits A-1 through A-8,
                  no consent is necessary to effect the transfer of the Acquired
                  Assets,   and  upon  the   consummation   of  the  transaction
                  contemplated  hereby,  Buyer  will  be  entitled  to  use  the
                  Acquired  Assets to the full extent that each Seller used same
                  immediately  prior to the  transfer  of the  Acquired  Assets.
                  Further,  by virtue of the By Laws of  Seller,  Seller has the
                  requisite  power to sell,  assign,  transfer,  hypothecate  or
                  otherwise liquidate any and all assets of Seller.

         (g)      Copies of all  contracts  and  other  documents  described  in
                  'Exhibit A-1 , through A-8' (inclusive)  hereto have been made
                  available to Buyer and, to the best of Seller's knowledge, are
                  correct and include  applicable  amendments,  supplements  and
                  modifications.

         (h)      Neither this Agreement nor any exhibit hereto  delivered,  nor
                  any written  statement  or  certificate  furnished,  by Seller
                  pursuant to this  Agreement,  contains an untrue  statement of
                  material  fact or omits to state a fact that is  necessary  in
                  order to make the statements  contained herein and therein, in
                  light of the  circumstances  under  which  they are made,  not
                  materially misleading.

         (i)      No valid claim or claims exist that would prohibit Seller from
                  delivering   unencumbered  title  to  and  possession  of  the
                  Acquired  Assets.  No one has the right to the Acquired Assets
                  except  Seller.  No other claims exist in any form against the
                  Acquired Assets.

          (j)  Seller warrants that any debts or claims against and upon e-Point
               UK and/or the Business existing at the Closing Date which are not
               listed on  Exhibit  "C" shall be the sole  responsibility  of the
               Seller. Notwithstanding,  in any event that Buyer shall be forced
               to assume and/or settle any debt or claim  whatsoever  pertaining
               to e-Point UK and/or Business ("Seller Debts"),  Buyer shall have
               the automatic  right of full  reimbursement  by the Seller of any
               and all such  Buyer  settled  Seller  Debts  and  Buyer  may,  in
               addition to other remedies available under law, at its discretion
               effect  cancellation  in part and/or full of Seller Stock in sums
               equal to any  evidenced  payment by Buyer of said  Seller  Debts,
               including any and all reasonable  legal costs associated with the
               defense or settlement of any and all such Seller Debts by Buyer.

         (k)      Seller  warrants  and  acknowledges  that the  costs and debts
                  incurred  by  Seller  pertaining  to  the  development  of the
                  Business  and  future  Business  opportunities  related to the
                  Acquired  Assets  substantially  exceed  the  Purchase  Price.
                  Nevertheless,  Seller believes that the Purchase Price paid by
                  Buyer for the Acquired Assets under this Agreement, to be fair
                  and reasonable commercial consideration.

          (l)  Seller  warrants  it  shall  fully  comply  with  the  terms  and
               conditions  of the  Confidential  Information  provision  of this
               Agreement  as  detailed  in Items  15(a) and 15 (b),  and further
               acknowledges  that any  failure on its part to fully  comply with
               the  such   Confidential   Information   provisions   may   cause
               irreparable  harm and damage to the present  and future  business
               interests  of  Buyer,  including  but  not  limited  to  loss  of
               potential revenues,  harm to Buyer reputation within the Business
               related  industry  and/or  other  industries  related  to Buyer's
               commercial  interests,  present and future,  loss to the Acquired
               Asset and/or  Business,  and/or loss of supplier  favored trading
               relationships.  Notwithstanding  Buyer's right to seek injunctive
               relief,   for  any  breach  by  Seller(s)  of  the   Confidential
               Information  provisions  hereof,  Seller  agrees  that  any  such
               willful breach shall render Seller liable for damages  payable to
               Buyer in an amount not to exceed the Purchase Price.

          (m)  Intellectual  Property.  The Seller owns (or  possesses  adequate
               licenses or other rights to use without payment of royalties) all
               copyrights,  trademarks,  trade names, service marks,  processes,
               designs, computer software,  inventions, trade secrets, know-how,
               technology  and the like as they pertain to the  Acquired  Assets
               (the  "Intellectual  Property").  Exhibit A-9 is a list and brief
               description  (including,  if  applicable,  date  of  application,
               filing or registration and registration or application number) of
               all of the  Intellectual  Property.  The Seller has not infringed
               and is not infringing, and has not engaged and is not engaging in
               the unauthorized use or misappropriation  of, any patent,  patent
               application,  copyright,  trademark,  service  mark,  trade name,
               process,  design,  computer  software,  invention,  trade secret,
               know-how or technology  owned by or belonging to any third party.
               There are no actual  or, to the  Sellers'  knowledge,  threatened
               claims against the Seller  relating to the Seller's  ownership or
               use of any Intellectual Property.


8.       REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer hereby represents and warrants to Seller that:

         (a)      Buyer is a corporation duly organized, validly existing and in
                  good standing  under the laws of the state of Delaware.  Buyer
                  has requisite power and authority  jointly and/or severally to
                  own and operate its assets,  properties  and  business  and to
                  carry on its obligations hereunder.

         (b)      The  execution   and  delivery  of  this   Agreement  and  the
                  consummation of the transactions contemplated hereby have been
                  duly  authorized  and  approved by the Board of  Directors  of
                  Buyer,  and, when executed by an authorized  representative of
                  Buyer,  this  Agreement  will  constitute  a legal,  valid and
                  binding agreement of Buyer.

         (c)      The  execution   and  delivery  of  this   Agreement  and  the
                  consummation of the transactions  contemplated hereby will not
                  violate  the  Certificate  of  Incorporation  or the bylaws of
                  Buyer or any agreement,  contract or other instrument to which
                  Buyer is a party,  or any statute,  rule,  regulation,  order,
                  judgment, award or license.

         (d)      There is no litigation,  proceeding or  investigation  pending
                  or, to the knowledge of Buyer,  threatened  against Buyer that
                  could impair the  validity of this  Agreement or any action to
                  be taken pursuant to this Agreement.

         (e)      Neither this Agreement, nor any exhibit to this Agreement, nor
                  any written  statement  or  certificate  furnished by Buyer in
                  connection with this Agreement,  contains an untrue  statement
                  of material fact or omits to state a fact that is necessary in
                  order to make the statements  contained herein and therein, in
                  light of the  circumstances  under  which  they are made,  not
                  materially misleading.

         (f)      Buyer  acknowledges  that the Acquired Assets and Business are
                  in the  developmental  stage,  and that as at the Closing Date
                  Seller  has not  promised  or  represented  to Buyer  that any
                  revenues   and/or  any  agreements  or  commitments   will  be
                  forthcoming from any third parties, and has advised Buyer that
                  the  Business  and  Acquired  Assets  have no  known  specific
                  commercial value and are strictly of an intangible  nature and
                  value.

         (g)      Buyer further acknowledges that the continued  development and
                  operation  of e-Point UK and the  Business is  anticipated  to
                  require  Buyer  to  provide  substantial  future  capital  and
                  development  funding and resources,  and may incur substantial
                  ongoing  operational  commitments  which may not be able to be
                  recouped by Buyer ; and Buyer  acknowledges that Seller has to
                  the best of its  knowledge  advised  Buyer of such  commercial
                  risks associated with the future operation of the Business and
                  Buyer hereby accepts such commercial risks.

9.       CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER.

         All  obligations  of the Buyer under this Agreement are, at its option,
subject to the  fulfillment  of each of the  following  conditions  prior to the
Closing:

         (a)      Representations   and   warranties  of  Seller  made  in  this
                  Agreement or in any Exhibit  hereto  delivered by Seller shall
                  be true and  correct  as of  Closing  Date with same force and
                  effect as if made on and as of that date.

         (b)      Seller shall have performed and complied with all  agreements,
                  covenants  and  conditions  required by this  Agreement  to be
                  performed  or  complied  with  by  Seller  prior  to or at the
                  Closing Date.

         (c)      There  shall be  pending  no  litigation  or any  other  claim
                  proceedings which involve title to or possession of any of the
                  Acquired  Assets or which  allege  that any  Seller has in any
                  manner  violated the  intellectural  property  rights of third
                  parties.

10.      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER.

         All  obligations of the Seller under this Agreement are, at its option,
subject  to  fulfillment  of each of the  following  conditions  prior  to or at
Closing:

         (a)      All  representations  and  warranties  of  Buyer  made in this
                  Agreement  delivered by Seller shall be true and correct as of
                  Closing  Date with same  force and effect as if made on and as
                  of that date.

         (b)      Buyer shall have  performed and complied with all  agreements,
                  covenants  and  conditions  required by this  Agreement  to be
                  performed  or  complied  with  by  Seller  prior  to or at the
                  Closing Date.

11.      FURTHER ASSURANCES.

         Following the Closing,  Seller agrees to take such actions and execute,
acknowledge  and  deliver  to Buyer  such  further  instruments  of  assignment,
conveyance  and  transfer,  and take any other  action  as Buyer may  reasonably
request in order to more effectively convey,  sell, transfer and assign to Buyer
any of the Acquired Assets, to confirm the title of Buyer thereto, and to assist
Buyer in exercising rights with respect to the Acquired Assets.

12.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All  representations  and warranties made by each of the parties hereto
shall  survive  the  Closing  for a period of Three (3) years  after the Closing
Date.

13.      INDEMNIFICATION.

         (a)      By Seller.
                  -- -------

                  (i)      Seller agrees to indemnify,  defend and hold harmless
                           Buyer  against any and all losses,  costs,  expenses,
                           obligations,   liabilities  and  damages,   including
                           interest,  penalties and reasonable  attorney's  fees
                           (hereinafter  called  "Losses"),  incurred  by  Buyer
                           arising  or  resulting   from,  or  relating  to  any
                           material  breach of, or failure by Seller to perform,
                           any of its representations,  warranties, covenants or
                           agreements  in this  Agreement  or in any  Exhibit or
                           other document furnished or to be furnished by Seller
                           under this Agreement  specifically  including but not
                           limited to the  Seller's  obligations  pertaining  to
                           Seller's  Debts at the Closing  Date, or by reason of
                           any act or omission of Seller.

                   (ii)    Seller  agrees to indemnify  defend and hold harmless
                           Buyer its agents,  servants,  employee's officers and
                           directors from Losses incurred in connection with any
                           suit or claim  whatsoever  brought by any third party
                           arising out of or  pertaining  to (1) the fairness of
                           the  transaction  and the  Purchase  Price or (2) the
                           operation  of the  Business  by  Seller  prior to the
                           Closing.

         (b)      By Buyer. Buyer agrees to indemnify,  defend and hold harmless
                  Seller  against  any  and all ,  Losses,  incurred  by  Seller
                  arising,  resulting  from,  or  relating  to (i) any  material
                  breach  of,  or  failure  by  Buyer  to  perform,  any  of its
                  representations,  warranties,  covenants or agreements in this
                  Agreement or in any Exhibit or other document  furnished or to
                  be furnished by Buyer under this Agreement,  or (ii) by reason
                  of any act or  omission of Buyer or any of its  successors  or
                  assigns  after the Closing Date that  constitutes  a breach or
                  default under, or a failure to perform,  any obligation,  duty
                  or liability of Seller under any contract,  lease,  license or
                  other  agreement  which  Buyer  expressly  assumes  under this
                  Agreement  Or (iii) the  operation  of the  Business  by Buyer
                  after the Closing.

14.      GENERAL PROVISIONS.

14.1.    CONSTRUCTION.

         This Agreement  shall be construed and enforced in accordance  with the
substantive  laws of the  State of New  York,  without  regard  to such  State's
conflicts of law principles.

14.2.    NOTICES.

         All notices,  requests,  demands and other communications  contemplated
under this  Agreement  shall be in writing and shall be deemed to have been duly
given when (i) mailed by United States,  certified or registered  mail,  postage
prepaid,  addressed to the parties at the address first written  above,  or (ii)
sent by Federal  Express or other national or  international  overnight  courier
service  providing  written evidence of delivery,  or (iii) if sent by facsimile
transmission  confirmed  by first  class mail to the  following  parties,  their
successors in interest,  or their permitted assigns at the following numbers, or
at such other  addresses  or facsimile  numbers as the parties may  designate by
written notice in manner aforesaid:

         On-Point Technolgies Systems
         1370 West San Marcos Boulevard

         Suite 100
         San Marcos, California  92069
         Seller Fax: (760) 510 - 4949

         IFS International, Inc.                              With Copy To:
                                                              ---- ---- ---
         Rensselaer Technology Park                  Roland M. Cavalier, Esq.
         300 Jordan Road                             Harris Beach & Wilcox, LLP
         Troy, New York  12180                       20 Corporate Woods Blvd.
         Buyer:  Fax: (518) 283 - 8779               Albany, New York  12211

14.3.    ASSIGNMENT.

         Buyer shall have sole rights to convey,  transfer and assign any and of
its rights and  obligations  under this  Agreement  provided  that no assignment
shall  relieve the  assignee  from the  obligation  of  delivering  Seller Stock
consisting of the common capital stock of IFS International, Inc. (Delaware), or
relieve  Buyer  from  any  obligation  under  Sections  3,  6, 8 and 13 of  this
Agreement.

14.4     NO THIRD PARTY BENEFICIARIES.

          Nothing contained in this Agreement,  express or implied,  is intended
to confer upon any person or entity other than the parties to this Agreement and
their  permitted  successors  and  assigns,  any rights or  remedies  under this
Agreement unless expressly so stated to the contrary.

14.5.    REMEDIES.

         Except as otherwise expressly provided herein, none of the remedies set
forth in this  Agreement is intended to be exclusive,  and each party shall have
all other  remedies now or hereafter  existing in law, in equity,  by statute or
otherwise.  The  election of any one or more  remedies  shall not  constitute  a
waiver of the right to pursue other available remedies.

14.6.    ARBITRATION.

         Any  controversy  or claim  relating  to this  Agreement  (other than a
request for  injunctive  relief),  including any  controversy or claim as to the
arbitrability of any controversy or claim and any claim for rescission, shall be
settled by  arbitration  in either the County of Rensselaer or Albany,  State of
New York, in accordance with the rules of the American Arbitration  Association,
and judgment upon an award  rendered in such  arbitration  may be entered in any
court having jurisdiction of the matter.

14.7.    ATTORNEY' FEES AND LITIGATION COSTS.

         If any arbitration  proceeding or other legal action is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Agreement,
the prevailing party shall be entitled to recover its reasonable  attorney' fees
and other costs incurred in such  arbitration  proceeding or other legal action,
in addition to any other  relief to which it maybe  entitled,  in such amount as
may be determined by the arbitration panel or court deciding the matter.

14.8.    ENTIRE AGREEMENT.

         This  Agreement  and the  exhibits  and  other  documents  specifically
referred  to herein or required  to be  delivered  pursuant to the terms of this
Agreement  represent the entire  agreement of the parties hereto with respect to
the subject matter hereof,  and supersede all prior agreements,  understandings,
discussions, negotiations and commitments of any kind.

14.9.    AMENDMENT AND WAIVER.

         This Agreement may not be amended, modified or supplemented,  except in
writing signed by all of the parties hereto.  No waiver of any rights  hereunder
shall be effective, unless made in a writing signed by the party(s) against whom
enforcement of such waiver is sought.

14.10.   NO PARTNERSHIP INTENDED

         Nothing contained within shall be construed as to imply any partnership
or joint  venture or  relationship  of any nature  existing  between the parties
other than as specifically detailed.

14.11.   SECTION HEADINGS.

         The section  headings in this  Agreement  are included for  convenience
only,  and are not a part of this  Agreement and shall not be used in construing
it.

14.12.   SEVERABILITY.

         In the event that any  provision or any part of this  Agreement is held
to  be  illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability  shall not affect the validity or  enforceability  of any other
provision  or part of this  Agreement,  unless the  effect of such  construction
would be to deprive a party of the substantial benefit of his bargain.

14.13.   COUNTERPARTS.

         This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument. Any counterpart signed by all parties may be introduced
into evidence in any action or proceeding  without  having to produce or account
for the others.  Likewise, the existence of this Agreement may be established by
introduction  into  evidence  of  counterparts  separately  signed,  so  long as
counterparts  signed by all  parties  are  produced  and  contain  substantially
identical terms.

14.14.   FACSIMILE.

         This Agreement  shall become binding upon the delivery to each party of
a  facsimile  signature  affixed  by a duly  authorized  representative  of both
parties.

14.15.   DRAFTING:

         This Agreement was drafted with the joint  participation of the parties
and/or their legal counsel.  Any ambiguity contained in this Agreement shall not
be construed  against any party as the draftsman,  but this  Agreement  shall be
construed in accordance with its fair meaning.

15.      CONFIDENTIAL INFORMATION.

(a)  The parties hereto, and their respective  directors,  officers,  employees,
     agents  and/or  representatives,  during  the  course  of their  respective
     due-diligence prior to the Close of the transaction  contemplated,  will be
     privileged to acquire confidential  information to the other, including but
     not   limited  to   marketing   strategies,   customer   contact   details,
     vendor/supplier trading terms and relationships,  financial information and
     employee  personnel  records and sales  contracts.  Accordingly  each party
     agrees that both  during the period of time  between  present  date and the
     Closing Date, and in any event that the contemplated transaction should not
     Close a further period of One (1) year from the  contemplated  Closing Date
     or the effective date of  transaction  negotiation  conclusion,  which ever
     shall be the latter date, it will maintain in strict  confidence,  and will
     use its best efforts to cause its directors,  officers,  employees,  agents
     and/or  representatives to maintain in strict confidence,  all confidential
     information,  knowledge and data relating to business  matters and products
     of the other party acquired by or  communicated to it and/or its directors,
     officers, employees, agents and/or representatives.

(b)  Upon the  effective  Close of the  transaction  contemplated  Seller  shall
     maintain  in  strict  confidence  any  and  all  confidential   information
     pertaining  to  e-Point UK the  Business  and the  Acquired  Assets and the
     transaction  contemplated  and/or  effected,  and any and all  confidential
     information  acquired  of  Buyer  during  its  due-diligence  prior  to  or
     following the Close, and any and all confidential  information,  knowledge,
     and data relating to Buyer communicated it and/or its directors,  officers,
     employees,  agents and/or representatives for a period of not less than One
     (1) year  following the Closing Date and will use its best efforts to cause
     its  directors,  officers,  employees,  agents  and/or  representatives  to
     maintain in strict confidence, all confidential information,  knowledge and
     data relating to business matters and products of both Seller and Buyer and
     Business and Acquired  Assets,  for a period of One (1) year  following the
     Closing Date.

16.      WARRANTIES AND COVENANTS CONCERNING COMPETITION.

         The parties  mutually  acknowledge  that in  transferring  the Acquired
Assets and the Business,  Seller is only transferring a portion of the portfolio
of businesses now conducted by Seller. Likewise the parties mutually acknowledge
that Buyer and Seller have, to some extent,  been in competition with each other
in the past by virtue of the fact that there is some  existing  overlap in their
product and  service  lines.  Accordingly,  the  parties  agree as follows  with
respect to matters involving the respective conduct by Buyer and Seller of their
businesses  and the  conduct  of the  Business  to be sold  hereunder  after the
closing:

(a)      Seller  acknowledges  that Buyer has operated a business for many years
         which has a  substantial  history in the sale and licensing of products
         and services identical and/or substantially similar to the products and
         services of e-Point UK and Business and that nothing  contained in this
         Agreement  is in any manner  intended  to imply  that the rights  sold,
         conveyed,  transferred and assigned to Buyer are in any manner the only
         rights of Buyer to  operate  a  business  in  association  with  and/or
         competition  with  OnPoint or e-Point  USA;  and in any event that this
         Agreement should fail to Close and/or  terminate for whatsoever  reason
         Seller  shall  claim no  restriction  over  Buyer in regards to Buyer's
         rights to compete with any Seller and/or Business.

(b)      Seller  warrants,  covenants  and  agrees  that  upon the  Close of the
         transaction  contemplated and for a further period of One (1) following
         the Closing Date ("Non-Compete Term") that it shall not compete against
         Buyer  in the  Business  and/or  Buyer's  exploitation  of any  and all
         commercial  opportunities of the Business solely within the territories
         of the United Kingdom and Ireland ("Exclusive Markets").

(c)      Seller  warrants,  covenants and agrees that Buyer shall have rights to
         develop  and  exploit the  Acquired  Assets in any and all  territories
         throughout  the universe  without  limitation  ("Unrestricted  Right to
         Trade In Assets").  Notwithstanding,  Buyer  acknowledges  and warrants
         that  specifically  excluding the Exclusive Markets for the Non-Compete
         Term, that said Unrestricted  Right to Trade In Assets shall be granted
         Buyer on a  strictly  non-exclusive  basis and  Seller  may at its sole
         discretion  compete with Buyer in the development  and  exploitation of
         commercial opportunities outside of the Exclusive Markets.

(d)      Notwithstanding  the provisions of subsection  16(c),  Seller  warrants
         that the right to utilize the  trademarks,  service marks,  trade names
         and e-Point UK corporate  name  anywhere  within the universe  shall be
         solely that of Buyer.

17.      PAYMENT OF TAXES.

         Seller has paid and will  continue to pay up to the Closing  Date:  (i)
all taxes  arising from the operation of the Business up until the Closing Date,
including  without  limitation,  all taxes levied upon  revenues,  net income or
value added,  (ii) all taxes affecting the Acquired Assets,  including,  without
limitation, social security,  withholding, sales and/or use taxes, and (iii) all
unemployment  insurance  taxes or premiums due with respect to employment of any
employees of the Business which, if not paid, might result in a lien against the
Assets.

             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK


<PAGE>


Signatory Page to :

          On-Point Technology Systems, Inc. and IFS International, Inc.

                     Assets Acquisition Agreement. May 2000

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first mentioned above.

         BUYER: IFS International, Inc.

                         BY:___________________________________
                         Its: Chief Executive Officer (Mr. David Hodge)

                         Date: _____/______/______


         SELLER On-Point Technology Systems, Inc.

                         BY:___________________________________

                         Its: Chief Executive Officer (Mr. Frederick Sandvick)

                         Date: _____/______/______

         AND

                         e-Point Technologies, Inc.

                         BY:___________________________________

                         Its: Chief Executive Officer (Mr. Frederick Sandvick)

                         Date: _____/______/______



<PAGE>


                       EXHIBIT 'A' - ASSETS TO BE ACQUIRED

Seller  shall  sell,  convey,  transfer  and  assign,  free  and  clear  of  any
encumbrance,  lien or indebtedness,  all right, title and interest in and to all
the following  specific  assets of On-Point and/or e-Point USA and/or e-Point UK
and/or Business immediately upon the Close of the transaction contemplated:

A-1               e-Point UK and Business Name:

               a).  All  right  title  and  interest  in and to all  issued  and
                    outstanding  equity in e-Point  Technologies  (UK) Limited a
                    United  Kingdom  private  limited  company  with  registered
                    offices  at  Southgate  Chambers,   37/39  Southgate  Street
                    Winchester,  Hampshire SO23 9EH, England (Buyer Registration
                    No. 3860893,  a copy of Certificate of  Incorporation  being
                    included as an attachment to this Exhibit marked  Attachment
                    A-1 (1)

               b.)  All right  title and  interest  in and to the  business  and
                    trading name "e-Point  Technologies" in any and all markets,
                    territories  and   jurisdictions   throughout  the  universe
                    without limitation, and

               c)   All  right  title  and  interest  in and  to the  registered
                    trademark   of   e-Point  as  filed   within  the   European
                    territories (Registered under European trademark application
                    # 1439033,  filed  December 23, 1999) a copy of said e-Point
                    trademark  being  included as an  attachment to this Exhibit
                    marked attachment A-1 (2)

A-2               Inventory:

                  Seller  warrants  and Buyer  acknowledges  that e-Point UK and
                  Business has no product,  technology  or service  inventory of
                  any nature whatsoever.

A-3               Office Supplies & Promotional Materials

                  a).      Any and all (if any) office  supplies and promotional
                           materials  existing  in the  e-Point UK office at the
                           Closing Date.  Buyer and Seller  mutually  agree that
                           such office supplies and  promotional  materials have
                           uncertain   value  and/or   benefit  to  the  ongoing
                           operation  of  e-Point  UK  and  Business  and  shall
                           therefore  not be  construed  as to create a material
                           obligation upon the Seller,  however Seller agrees to
                           make best  efforts to deliver or make  available  for
                           collection by Buyer immediately following the Closing
                           Date any office  supplies and  promotional  materials
                           pertaining  to  e-Point   Technologies  and/or  which
                           incorporate the e-Point trademark.

                  b).      Any  and  all  if  any  hereto  unspecified   e-Point
                           trademarked  promotional  materials  existing  in the
                           e-Point  USA office at the  Closing  Date.  Buyer and
                           Seller mutually agree that such promotional materials
                           have  uncertain  value and/or  benefit to the ongoing
                           operation  of  e-Point  UK  and  Business  and  shall
                           therefore  not be  construed  as to create a material
                           obligation upon the Seller,  however Seller agrees to
                           make best  efforts to deliver or make  available  for
                           collection by Buyer immediately following the Closing
                           Date  promotional  materials  pertaining  to  e-Point
                           Technologies  and/or  which  incorporate  the e-Point
                           trademark.

A-4               Property  Leases.  A certain  Property  and/or  Services lease
                  entered into by and between e-Point UK and Southgate  Chambers
                  Limited,  a copy of which is included as an attachment to this
                  Exhibit marked attachment A-4

A-5               Client  Contacts.  Buyer acknowledges  the prior receipt of an
                  electronic  delivery  of e-Point UK Client  Contact details.

A-6               Capital Equipment.  Seller advises and Buyer acknowledges that
                  all equipment  purchases for e-Point UK have been expensed and
                  that  a  comprehensive  schedule  of  all  such  equipment  is
                  attached to this Exhibit marked Attachment A-6 .

A-7               Vendor Agreements

                  A License  Agreement was entered into by and between  On-Point
                  and e-Point USA and AirTIME  Technologies,  Inc. (the "AirTime
                  Agreement" - copy attached to this Exhibit  marked  Attachment
                  A-7).  However as a result of an alleged breach by On-Point in
                  its  obligations  to meet  the  Initial  License  Fee  Payment
                  Schedule of said AirTIME Agreement,  On-Point/e-Point  USA has
                  received   Notice  of  default   and   subsequent   Notice  of
                  Termination of said AirTIME Agreement.

                  On-Point  has not  fully  determined  its  rights or desire to
                  defend its rights and obligations under said AirTimeAgreement.
                  Notwithstanding,  Seller  warrants and Buyer  acknowledges  an
                  advise from AirTIME  indicating  its desire to negotiate a new
                  license Agreement with On-Point and/or e-Point UK and/or Buyer
                  and Seller grants to Buyer the sole right at its discretion to
                  negotiate  and  execute  a  license  agreement  directly  with
                  AirTIME  Technologies,  Inc. Seller is transferring any rights
                  it may have  under  the  AirTime  Agreement,  but Buyer is not
                  assuming any accrued  liabilities or  obligations  thereunder,
                  and Seller  shall  indemnify,  defend and hold Buyer  harmless
                  from any and all Losses (as  defined  in  subsection  13(a)(i)
                  hereof)  relating to any claims made by AirTime  Technologies,
                  Inc., its successors and assigns.

                  Seller  warrants and  represents  to Buyer that except for (i)
                  the  AirTIME   Agreement,   (ii)  Southgate  Chambers  Limited
                  Property/Service  Lease  Agreement  and  (iii)  month to month
                  telephony service agreements with fixed line telephony carrier
                  no  current  vendor  agreements  or  obligations  exist by and
                  between e-Point UK and any third party.

A-8               Business Communication Numbers

                  Telephone& Facsimile  Lines:  Sole and exclusive  right to the
                           fixed  line  telephony  numbers  currently  in use by
                           e-Point UK and terminating at the Southgate  Chambers
                           office location.  These numbers,  currently  provided
                           under month to month service  agreements with British
                           Telecom are as follows:  Telephone  01962 870 111 and
                           Facsimile 01962 870 222.

                  Internet Domain Names:  Sole  and  exclusive  right to all the
                          following  Internet Domain names:

                           www.e-pointtech.com
                           www.e-pointtech.uk.co
                           www.e-pointtech.uk.net

                           Seller shall maintain Internet and email services for
                           the above  Internet  Domain  names and upon the Close
                           Seller  agrees to work with  Buyer to ensure a smooth
                           transition of the Internet  address  hosting from the
                           Seller  current ISP host to the Buyer  nominated  ISP
                           host.

A-9               Intellectual Property

                          e-Point  trademark  attached  hereto   as   referenced
                          in Exhibit A-1 item C, above




<PAGE>


                            Exhibit A - Attachment A6

e-point company assets

Item Number   Description         Manufacturer           Part No.    Serial No.

1             Zip Drive           Iomega                 04018D00    P7CW0710A7
2             Zip connector       n/a                    n/a         n/a
3             Fax machine         Samsung                SF-3100     83AK901131D
4             Ink Jet Printer     HP                     C6409A      ES91S1D103
5             Pentium PC 400      Watford Electronics    n/a
6             Spiral Book Binder  n/a                    n/a         n/a



<PAGE>


                  EXHIBIT 'B' - EMPLOYEE/CONTRACTOR AGREEMENTS

               Employment  Agreements:  A certain  Employment  Agreement entered
               into by and between  e-Point  Technologies  (UK)  Limited and Mr.
               Hugh  McPartlan  for  the  engagement  of  Mr.  McPartlan  in the
               capacity  of  Head  of  Operations   for  e-Point  UK  (McPartlan
               Employment  Agreement")  a  copy  of  said  McPartlan  Employment
               Agreement is attached to this Exhibit marked Attachment B-1.

               Seller  warrants  that   specifically   excluding  the  aforesaid
               McPartlan   Employment   Agreement  that  no  current  employment
               agreements exist between e-Point UK and any party.

               Contractor Agreements:  Seller warrants that no sub-contractor or
               consultant  agreements  exist  between  e-Point  UK and any third
               party.





<PAGE>


                           EXHIBIT 'B' - Attachment B1

                                December 20, 1999

Hugh McPartlan
2 Stanbury Close
Thruxton, Andover
Hants. SP11 8QD
England

                                              CONFIDENTIAL - Terms of Employment

Dear Hugh,

e-Point Technologies (UK) Limited ("e-Point") is pleased you have agreed to join
us in a senior management  position with the company in the capacity of Director
of Operations - e-Point Technologies (UK) Limited effective February 1st , 2000.
In this position you will be responsible for the  implementation  and refinement
of corporate operational policies and procedures for the effective and efficient
operation of the  Company's  business  within the United  Kingdom as  identified
through the Company's strategic plan, including  negotiation of vendor contracts
subject to management  final approval,  preparation and supervision of equipment
and software  development and deployment  schedules and budgets,  supervision of
nominated  staff and other  responsibilities  consistent  with the  position  as
notified by management from time to time.

The terms of employment and your compensation package will be as follows:

1.   Salary:(pound)3,000  per month  ((pound)36,000  annualized),  payable  on a
     bi-weekly basis.


2.   Stock  Options:  The Board of Directors of e-Point  Technologies,  Inc. has
     agreed to grant a stock  option  to you in  accordance  with the  Company's
     group employee stock option plan subject to your  acceptance of this offer.
     The number of shares underlying the option is twenty-five thousand (25,000)
     and will have a strike price based on the closing price of the stock on the
     date that the stock option agreement is executed or one-dollar US (US$1.00)
     whichever shall be the greater (Strike Date).  The options will have a five
     (5) year  exercise  period from the date of agreement  and will vest on the
     following schedule:

o one-tenth  (2,500 shares) after 36 months o one-tenth  (2,500 shares) after 42
months o one-tenth (2,500 shares) after 48 months o seven-tenths (17,500 shares)
after 54 months

     The granting of this option does not  preclude  the granting of  additional
     options  that the  Board  may  grant  in its  discretion  for  your  future
     contributions to the Company.

Bonus: You will  eligible  to  receive  a bonus  during  the  first two years of
     employment based on a set formula as follows:

     A)   1.25% of after-tax income* of(pound)500,000 to(pound)1,500,000;and

     B)  1.00% of after-tax income* of(pound)1,500,001 to(pound)2,500,000;and

     C)   0.75% of after-tax income* of(pound)2,500,001 to(pound)3,500,000;and

     D)   0.50% of after-tax income* of(pound)3,500,001 to(pound)4,500,000; and

     E)   0.25% of after-tax income* of exceeding(pound)4,500,001.

     * After-tax  income means the net income under GAAP earned from the e-Point
     Technologies (UK) limited business interests in the United Kingdom.

     You will be also be eligible for an annual  discretionary bonus after every
year of employment.

     Benefits:  Benefits  will be paid  according  to standard  Company  benefit
          policies. Principal current benefits are as follows:


o    Vacation & Leave Benefits:  After ninety (90) days, vacation,  personal and
     sick  leave  benefits  will  accrue in  accordance  with the  standard  and
     mandatory  rates as  applicable  to the industry for  employment in similar
     positions.

o    Medical  Benefits:  At this time the  Company  has no  established  medical
     benefits program for employees domiciled in the United Kingdom,  however if
     such a program is  established  you will be eligible for  participation  in
     accordance  with the terms and conditions  available to all executive staff
     at that time.

o    You will be provided  with a motor  vehicle or motor  vehicle  allowance of
     (pound)300 per month. If by mutual  agreement you are provided with a motor
     vehicle   such   vehicle  will  be  provided  for  business  use  with  the
     understanding that you may utilize the vehicle for personal travel provided
     such use is undertaken in accordance  with the Company  policy/s  regarding
     such matters.

General Conditions:

                  This offer of employment is conditional  upon your  acceptance
and compliance  with all Company  policies and procedures as detailed in Company
employee  handbook and/or as advised in writing by management from time to time.
Furthermore,  employment with the Company under the general terms and conditions
detailed above shall not be considered  effective  until all employee "New Hire"
documentation  (including  Non-Circumvention/Non-Disclosure  agreement) has been
executed and received by Company.

This  appointment is under the standard senior  management  arrangements  and as
such either you or the Company may terminate  employment at any time, for any or
no reason, usually with one months notice.

I want to take this  opportunity  to  welcome  you to the  Company  at this most
exciting  time. I know that Brian and Frederick both share my confidence in your
abilities and we all look forward to the valuable  contribution you will make to
shaping the future of our operations in the United Kingdom.

Sincerely,
e-Point Technologies (UK) Limited.

Gary Larkin
Vice President

cc: Frederick Sandvick, HRD Department - Personnel Files


<PAGE>


                     EXHIBIT 'C - BUYER ASSUMED LIABILITIES

In strict  accordance  with the terms and  conditions of the Agreement the Buyer
hereby  assumes  only the  following  specific  liabilities  of  e-Point  UK and
Business:

a)       An employment  agreement with Mr. Hugh McPartlan acting in the capacity
         of Head of  Operation  for  e-Point UK a copy of which is  included  in
         Exhibit B-1 ("Employment Agreement"). Notwithstanding the assumption of
         said Employment Agreement Buyer's liability to Mr. McPartlan under said
         Employment   agreement  shall  be  strictly  limited  to  any  and  all
         compensation and reimbursements and/or entitlements  pertaining to only
         those services  provided by Mr. McPartlan to e-Point UK and/or Business
         and/or  Buyer  after  the  Closing  Date and any and all  compensations
         and/or  reimbursements  and/or entitlements  accrued and/or owed to Mr.
         McPartlan resulting from services provided to e-Point UK and/or e-Point
         USA and/or  On-Point and/or Business prior to the Closing Date shall be
         the sole responsibility of Seller, and

b)       A certain  lease  executed  by and  between  e-Point  UK and  Southgate
         Chambers  Limited for the  provision  to e-Point UK and/or  Business of
         office space  and/or  services,  a copy of which is attached  hereto in
         Exhibit 'A-4 ("Office  Lease").  Notwithstanding  the assumption of the
         Office Lease, Buyer's liability to Southgate Chambers Limited under the
         Office Lease shall be strictly  limited to rents and/or other  payments
         arising or accruing with respect to occupancy and/or services  provided
         after the Closing Date, and all rents and/or other payments  arising or
         accruing with respect to occupancy  and/or  services  provided prior to
         the Closing Date shall be the sole responsibility of Seller, and

c)       Any  and  all  e-Point  UK  and/or  Business   communication   services
         agreements,  including  but  not  limited  to any and  all  fixed  line
         telephony and facsimile  services and mobile telephony services ("Phone
         Service  Agreements").  Notwithstanding  the  assumption  of said Phone
         Service Agreements Buyer's liability to any and all third party vendors
         pertaining  to said  Phone  Service(s)  shall be  strictly  limited  to
         payments  accruing  with  respect to  services  provided by any and all
         third party vendors after the Closing date,  and all payments  accruing
         with respect to accrued and/or owed  resulting  from services  provided
         prior to the Closing Date shall be the sole  responsibility  of Seller.
         Bills for the month in which the Closing  occurs  shall be  apportioned
         based upon actual call transmission dates.

d)       Buyer shall be solely responsible for any and all costs and liabilities
         whatsoever  associated  with the ongoing  development  and operation of
         e-Point UK and Business  undertaken  at its sole  discretion  following
         Closing Date.  Notwithstanding,  specifically excluding Items a) and b)
         and c) above  Buyer  shall not be  responsible  in any  manner  for the
         assumption of any liabilities  whatsoever  associated with  development
         and  operation  of e-Point UK and/or  Business  whatsoever  incurred by
         e-Point UK and/or e-Point USA and/or  On-Point and/or Business prior to
         the  Closing  Date  ("Prior  Business  Costs")  and any  and all  Prior
         Business Costs shall be the sole responsibility of Seller.