EXHIBIT 10.2
ACCPAC (Logo)                                     ACCPAC Agreement No.: 01-02114

                              DEVELOPMENT AGREEMENT

This Development Agreement ("Agreement") is entered into as of March 15, 2001,
by and between ACCPAC International, Inc., a Delaware corporation ("ACCPAC"),
with its principal place of business at 6700 Koll Center Parkway, 3rd Floor,
Pleasanton, California 94566 and NoMatterWare Inc., a Nevada corporation
("Developer"), with its principal place of business at 717 7th SW, Suite 2050,
Calgary, Alberta T2P 0Z3, Canada.

                                    RECITALS

         A.  ACCPAC  has  developed,   and  is  currently  marketing  a  desktop
accounting   software  program  currently  know  as  "Simply   Accounting"  (the
"Product").
 -------

         B. Developer is in the business of developing  on-line  applications of
software  programs.  Developer  also  provides ASP hosting  services for on-line
software programs as part of its "iBusiness  solution"  currently being marketed
by Developer (the "iBusiness Solution").
                   ------------------
         C. The parties desire Developer to (i) develop a version of the Product
which will be  operable  over the  Internet on a stand alone basis and which may
also be accessible  through an ASP hosting service (the "Web-enabled  Product"),
                                                         --------------------
(ii)  host  the  Web-enabled  Product  on  a  non-exclusive  basis  as  part  of
Developer's  iBusiness  Solution,  (iii) license to ACCPAC,  on a  non-exclusive
basis,  the right for  ACCPAC to host  Developer's  iBusiness  Solution  through
ACCPAC's ASP hosting services,  and (iv) share in ACCPAC's profits from the sale
of the Web-enabled Product, all on the terms and conditions set forth herein.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants hereinafter set forth, the parties hereby agree as follows:

                                    AGREEMENT

1.       Development of the Web-enabled Product.
         ---------------------------------------
         1.1  Development  License.  Subject to all the terms and  conditions of
              --------------------
this  Agreement,  ACCPAC  grants  to  Developer  a  personal,  nonsublicensable,
nontransferable,  nonexclusive,  terminable  limited  license  to use the Simply
Accounting  Software  Developer's  Kit and to access,  use and modify the source
code to the Product (the "Source  Code") for the sole purpose of developing  the
                          ------------
Web-enabled Product as set forth herein.

         1.2  Restrictions and Protection of Source Code. No rights with respect
              ------------------------------------------
to the Source Code are  granted to  Developer  hereunder  except for the limited
license  for the  purpose  contemplated  herein,  and all such other  rights are
retained  by ACCPAC.  Other  than as  expressly  permitted  herein to the extent
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reasonably   required  in  connection  with   Developer's   development  of  the
Web-enabled  Product,  and  without  limiting  the  above,   Developer  may  not
reproduce,  duplicate or copy the Source Code, or any portion  thereof,  reverse
engineer,  decompile  or  disassemble  the Source  Code,  or  modify,  or create
derivative works based upon the Source Code, in whole or in part, or rent, sell,
distribute,  market or commercialize any components of the Source Code or use it
for the benefit of any third party.  In addition,  Developer  may not remove any
proprietary notices or labels on the Source Code.

              1.2.1 Access to Source Code.  Developer  shall only provide access
                    ---------------------
to the Source  Code,  or any portion  thereof,  to its  employees  who: (i) work
directly  on the work  contemplated  hereunder;  (ii)  require  such  access  in
connection  with  their   development   efforts;   and  (iii)  have  executed  a
"Non-Disclosure  Agreement"  in the form  attached  hereto as Exhibit A prior to
                                                              ---------
gaining such access. In addition to the confidentiality obligations of Section 8
below, Developer shall maintain the Source Code in a secure location, accessible
only to those entitled to access hereunder, and must keep a log of its employees
who access the Source  Code,  which log must be supplied to ACCPAC upon  written
request and on  completion  of the  development  of the  Web-enabled  Product by
Developer,  but in any  event  must be  supplied  no  later  than  prior  to the
termination of this Agreement.  Developer shall also take all other  precautions
to protect the confidentiality of the Source Code at least to the same extent as
Developer does so with respect to its most confidential information.  All Source
Code, and portions and derivatives  thereof,  within  Developer's  possession or
control must be returned by Developer to ACCPAC, or destroyed if so requested by
ACCPAC in writing,  within  three (3) days of ACCPAC's  acceptance  of the final
Milestone.

         1.3 Developer's Development  Requirements.  Developer agrees to use its
             -------------------------------------
best efforts in performing the development  work,  including  quality  assurance
testing,  for the Web-enabled Product, at a level consistent with or higher than
persons  having a similar  level of education,  experience  and expertise in the
software industry.  The Web-enabled  Product shall be developed,  at Developer's
sole cost and expense,  in accordance  with the  development  schedule and shall
meet or exceed the  specifications to be agreed upon by the parties and attached
hereto as Exhibit B (the  "Milestones and  Specifications")  no later than March
          ---------        ------------------------------
31, 2001. Such Milestones and Specifications  shall include,  but not be limited
to the  following:  the  Web-enabled  Product  shall (i) have the same "look and
feel" as  Version  8.0 of the  Product;  (ii) have the same file  structures  as
Version 8.0 of the Product;  (iii) have  essentially the same  functionality  as
Version 8.0 of the Product;  (iv) run natively in a Web browser  without the aid
of any hosting platform such as Citrix MetaFrame or Windows Terminal Server; (v)
be written primarily in Cold Fusion with partial coding in Java, and Java Script
running on SQL Server  2000;  and (vi) use  Crystal  Reports  for the Web as its
report engine. Developer shall assign at least four (4) full time programmers to
the development of the Web-enabled Product.
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              1.3.1  Approval  of  Milestones.  Development  of the  Web-enabled
                     ------------------------
Product is  predicated  on  ACCPAC's  written  approval  of the  Milestones  and
Specifications  to be attached as Exhibit B, and each new phase of  development,
                                  ---------
and any additions or modifications to the Milestones and Specifications, must be
approved  in writing by ACCPAC in advance  before  Developer  may  continue  its
development  work  hereunder.  In  addition,  the  Web-enabled  Product  must be
approved by ACCPAC in writing prior to the commercial release of the Web-enabled
Product.  The  delivery  of each  Milestone,  including  the final,  gold master
Milestone  must be  accompanied  by all  source  materials  for the  Web-enabled
Product and all related data and information deemed necessary by ACCPAC.

         1.4 ACCPAC's Development Obligations. ACCPAC's sole responsibility with
             --------------------------------
respect to the  development  of the  Web-enabled  Product will be to provide the
Simply  Accounting  Software  Developer's  Kit and the Source Code,  and provide
access to technical  resources to enable  Developer to understand  and work with
the Simply  Accounting  Software  Developer's  Kit and the  Source  Code for the
purpose of developing  the  Web-enabled  Product.  ACCPAC also agrees to provide
limited  quality  assurance  testing to verify the readiness of the  Web-enabled
Product for general release;  provided,  however, that ACCPAC shall not have any
obligations  whatsoever  to correct  any bugs,  defects or errors it may uncover
during such  limited  quality  assurance  testing.  If, and to the extent,  that
ACCPAC performs any  development  services which are otherwise the obligation of
Licensor hereunder, Licensor hereby grants ACCPAC the limited license to perform
such development services, if any license is required from Developer, and ACCPAC
shall be  entitled  to offset the costs for such  development  services  against
amounts owed to Developer hereunder.

         1.5 Ownership.  Developer  acknowledges and agrees that ACCPAC owns all
             ---------
right, title and interest in and to the Product and the Proprietary  Information
(defined below) related thereto,  and will own all right,  title and interest in
and to the  Web-enabled  Product and all products,  materials,  reports or other
data  developed  under the terms of this Agreement  (collectively,  the "Work").
                                                                         ----
Developer agrees and acknowledges that the Work shall be considered a "work made
for hire," that  Developer  has no claim to any right,  title or interest in the
Work developed  pursuant to the terms of this  Agreement or otherwise,  and that
Developer  will make no claims that the Work  infringes  upon the  copyright  or
other  right,  title or interest  of  Developer  and that the Work  shall,  upon
creation,  be owned  exclusively by ACCPAC.  If and to the extent Developer may,
under  applicable law, be entitled to claim any ownership  interest in the Work,
Developer  hereby   transfers,   grants,   conveys,   assigns  and  relinquishes
exclusively to ACCPAC all of Developer's right, title and interest in and to the
Work, under patent, copyright,  trade secret, trademark and other similar law or
right, in perpetuity.  Developer agrees and acknowledges that ACCPAC may utilize
the  Work in any  other  software  program  or  license  or sell  the  Work  for
incorporation  into or as a basis for  producing  other  products  or  otherwise
exploiting the Work at the sole  discretion of ACCPAC without the payment of any
royalty or other fee to Developer except as specifically set forth in Section 5.
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Any  assignment  of  copyright  hereunder  includes  all  rights  of  paternity,
integrity,  disclosure  and withdrawal and any other rights that may be known as
or referred to as "moral rights", and Developer consents to any action of ACCPAC
that would violate such "moral rights" in those  countries that may not allow an
assignment of "moral rights".  Developer agrees to execute any further documents
and  agreements,  as may be requested  by ACCPAC from time to time,  to evidence
ownership  of the  copyright  or  other  proprietary  rights  in the Work in the
exclusive name of ACCPAC and to confirm any waivers or consents regarding "moral
rights".

              1.5.1  Ownership  of  iBusiness  Solution  Integration  Component.
                     ----------------------------------------------------------
Notwithstanding  Section 1.5 above, the parties hereby agree that, to the extent
Developer  develops  software to integrate  the  Web-enabled  Product to operate
within Developer's iBusiness Solution,  Developer shall own all right, title and
interest in and to such iBusiness Solution integration component.

2.  Exploitation  and  Marketing  of the  Web-enabled  Product.  As between  the
    ----------------------------------------------------------
parties,  ACCPAC shall  exclusively  and in its sole  discretion  determine  the
manner  in  which  the  Web-enabled  Product  is  marketed,   rented,  sold  and
distributed by ACCPAC,  including  without  limitation,  the methods of pricing,
packaging, labeling and identification,  manufacturing,  advertising, promoting,
and collection and ownership of customers' names.  ACCPAC's rights include,  but
are not limited to, the right to license the Web-enabled  Product to other third
parties and to host the Web-enabled  Product at ACCPAC Online and/or through any
other ASP  hosting  service.  Developer  shall  have no rights  to  exploit  the
Web-enabled Product except as provided in this Agreement.

         2.1 Hosting by Developer.  Notwithstanding  Section 2 above,  Developer
             --------------------
agrees to join the ACCPAC ASP Partner Program and the Simply Consultant  Program
in order to obtain the right under such programs to host the Web-enabled Product
as either a  stand-alone  solution  or  integrated  into  Developer's  iBusiness
Solution.   The  terms  and  conditions  under  which  Developer  may  host  the
Web-enabled  Product, as well as Developer's rights and obligations with respect
to such hosting, shall be governed by such other ACCPAC Programs.

3. Hosting of Developer's iBusiness Solution by ACCPAC.  Developer hereby grants
   ---------------------------------------------------
to ACCPAC the  non-exclusive  right to host  Developer's  iBusiness  Solution on
ACCPAC Online and other ACCPAC online services, if any, in accordance with terms
and conditions to be agreed to by the parties.

4. Training and Technical Support.  Developer will provide technical support and
   ------------------------------
technical  support training in the use and operation of the Web-enabled  Product
to ACCPAC, as needed in ACCPAC's reasonable discretion, at no cost to ACCPAC. In
addition to any technical  support required to be performed under a warranty set
forth in this Agreement,  such technical  support and technical support training
shall ensure that ACCPAC is able to provide  high-quality  technical  support to
the end-users of the Web-enabled  Product and to enable ACCPAC to develop future
modifications, improvements and upgrades to the Web-enabled Product. ACCPAC may,
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at  its  option,   require  Developer  to  provide  technical  support  for  the
Web-enabled  Product to  end-users  and  continue  to maintain  the  Web-enabled
Product  Source Code on an outsourced  basis,  on terms to be agreed upon by the
parties.

5.       Payment.
         -------
         5.1 Revenue  Share.  In  consideration  for  Developer's  complete  and
             --------------
successful  development  of the  Web-enabled  Product to ACCPAC's  satisfaction,
ACCPAC shall pay to Developer a development  fee equal to fifty percent (50%) of
ACCPAC's Net Revenue  received from sales of the  Web-enabled  Product by ACCPAC
during  the  twelve  (12)  month  period  commencing  upon  the  date  that  the
Web-enabled  Product first becomes generally  available for release and sale, as
determined by ACCPAC in its reasonable  discretion  (the "Release  Date").  On a
                                                          -------------
quarterly  basis,  no later  than  forty-five  (45)  days  after the end of each
calendar  quarter,  ACCPAC shall provide  Developer a report  summarizing  sales
activity for the Web-enabled  Product for the previous calendar quarter together
with amounts due and owing to Developer thereunder. After such twelve (12) month
period,  ACCPAC shall have no further reporting obligations to Developer and all
revenue from the sale of the  Web-enabled  Product shall accrue to ACCPAC.  "Net
                                                                             ---
Revenue"  shall mean  one-third of the  suggested  retail  price  ("SRP") of the
-------
Web-enabled  Product.  The SRP shall be set by ACCPAC in its sole  discretion.,.
ACCPAC makes no  representations or warranties that any minimum level of revenue
will be achieved.

         5.2 No  Other  Payments.  Developer  shall  have no  right  under  this
             -------------------
Agreement to receive any compensation or reimbursement,  or to share in revenues
from any ACCPAC product or service, other than as provided in Section 5.1.

         5.3 Books, Records and Audit Rights.  Developer or its agents may audit
             -------------------------------
the books and records of ACCPAC as they relate to any sales activity reports and
any  payments  due from  ACCPAC to  Developer  hereunder  in order to verify the
accuracy  of same.  Developer  may review such items only within one (1) year of
the dates of such reports,  and only once per reporting period,  during ACCPAC's
normal business hours upon reasonable notice of at least ten (10) business days.
The  cost of the  audit(s)  will  be  borne  by  Developer,  and any  undisputed
discrepancy  brought to ACCPAC's attention shall be corrected within thirty (30)
days.  ACCPAC shall maintain such books and records for a period of one (1) year
following the applicable sales activity reports.

6.       Representations and Warranties of Developer; Indemnification.
         ------------------------------------------------------------
         6.1 Representations and Warranties.  Developer  represents and warrants
             ------------------------------
that  Developer  is the sole and  exclusive  owner of all rights in  Developer's
contributions to the Work; that Developer has not previously  granted,  assigned
or licensed and will not grant,  assign or license any right,  title or interest
in the Work to any third party;  and the rights granted  herein and  Developer's
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contributions  to the Work will not infringe upon the rights of any other person
or entity,  shall not violate or infringe any United  States or foreign  patent,
trademark,  trade  secret,  trade name,  copyright  or similar law or right,  or
breach or require  payments  from ACCPAC to any third party,  or cause a default
under  Developer's  organizational  documents or any agreements  entered into by
Developer;  that the Work will be  merchantable  and fit for use on the computer
systems  for  which  the Work is  intended  to be used;  that the Work  does not
contain any  defamatory or libelous  material;  that  Developer will perform the
Work  in  accordance  with  the  Milestones  and  Specifications;  that  each of
Developer's  employees who have been or will be involved with the development of
the Work,  or who will have access to any  confidential  information  of ACCPAC,
including the Work,  will have signed,  before  beginning  such  involvement,  a
Non-Disclosure  Agreement in the form of Exhibit A hereto;  that  Developer  and
                                         ---------
each of  Developer's  employees  who  have  been or will be  involved  with  the
development  of the Work is fully  qualified  to perform the Work in  compliance
with all laws of the United  States;  and that Developer has full power to enter
into this  Agreement,  to carry  out its  obligations  and to grant  the  rights
purported to be granted to ACCPAC under this Agreement.

         6.2 Indemnification.  Developer will indemnify ACCPAC and its customers
             ---------------
and licensees  for, and hold them harmless from,  any loss,  expense  (including
reasonable  attorneys'  fees),  damage or  liability  arising  out of any claim,
demand or suit resulting from  Developer's  development of the Work, a breach of
any of the  representations  or warranties of Developer in this Agreement or any
related nondisclosure and confidentiality  agreement between the parties. ACCPAC
will inform  Developer  in writing of any such claim,  demand or suit and ACCPAC
may  cooperate in the defense with  Developer.  Developer  will not agree to the
settlement of any such claim,  demand or suit prior to a final judgment  thereon
without the prior written consent of ACCPAC.

7. Disclaimer of Warranties by ACCPAC; Limitation of Liability.  ACCPAC MAKES NO
   -----------------------------------------------------------
REPRESENTATIONS  OR WARRANTIES,  EXPRESS OR IMPLIED,  WITH RESPECT TO THE SOURCE
CODE OR ANY OTHER MATTER RELATED TO THIS AGREEMENT,  AND EXPRESSLY DISCLAIMS ANY
IMPLIED  WARRANTIES  OF  NON-INFRINGEMENT,  MERCHANTABILITY  AND  FITNESS  FOR A
PARTICULAR PURPOSE.  ACCPAC SHALL NOT BE SUBJECT TO ANY LIABILITY,  IN CONTRACT,
TORT OR  OTHERWISE,  ARISING  OUT OF OR IN ANY WAY RELATED TO THE SOURCE CODE OR
THIS AGREEMENT. IN PARTICULAR,  BUT WITHOUT LIMITATION OF THE FOREGOING,  ACCPAC
SHALL  NOT IN ANY EVENT BE  LIABLE  FOR ANY  INDIRECT,  SPECIAL,  INCIDENTAL  OR
CONSEQUENTIAL DAMAGES.

8. Confidentiality.  Developer acknowledges that, in the course of accessing and
   ---------------
using the Source Code and  performing  its duties under this  Agreement,  it may
obtain or  develop  information  relating  to the Source  Code  and/or to ACCPAC
and/or  ACCPAC's  other  products  and  services  ("Proprietary   Information"),
                                                    -------------------------
including,  but not limited to, the Source  Code,  code,  technology,  know-how,
ideas, algorithms,  testing procedures,  structure,  interfaces,  documentation,
problem reports, development schedule, analysis and performance information, and
other technical,  business, product, marketing and financial information,  plans
and data.  During and after the term of this Agreement,  Developer shall hold in
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confidence  and protect,  and shall not use (except as expressly  authorized  by
this Agreement) or disclose,  Proprietary  Information,  unless such Proprietary
Information  becomes part of the public domain  without breach of this Agreement
by Developer, its officers,  directors,  employees or agents. Developer will not
export,  re-export or remove from the United States the Source Code, Proprietary
Information or any direct product or portion thereof. Developer acknowledges and
agrees that due to the unique nature of ACCPAC's Proprietary Information,  there
can be no adequate remedy at law for any breach of its obligations  hereunder or
under any other nondisclosure or confidentiality  agreement between the parties,
that any such breach may allow  Developer or third  parties to unfairly  compete
with ACCPAC  resulting in irreparable harm to ACCPAC,  and therefore,  that upon
any such breach or threat thereof, ACCPAC shall be entitled to an injunction and
other appropriate  equitable relief in addition to whatever remedies it may have
at law.  Developer shall return to ACCPAC, or at ACCPAC's election destroy,  all
Proprietary  Information  within the  possession or control of Developer  within
three  (3) days of  ACCPAC's  written  request  therefore,  or upon the  earlier
expiration or termination of this Agreement.

9. Termination.  Unless earlier  terminated,  this Agreement shall automatically
   -----------
terminate  twelve (12) months after the Release Date of the Web-enabled  Product
by  ACCPAC.  This  Agreement  may be  terminated  by ACCPAC for any reason or no
reason upon thirty (30) days' prior  written  notice to Developer at the address
listed  above,  or  immediately  upon notice of any breach by  Developer  of the
provisions of this Agreement.  Upon termination or expiration,  Sections 1.5, 2,
5.3, 6 through 9, 11, and any  Sections of this  Agreement  which by their terms
are intended to survive will remain in full force and effect, and Developer will
immediate  cease all use of the Source  Code and  destroy all copies or portions
thereof, if any, in Developer's possession or control.

10.  Independent  Contractors.  It  is  expressly  agreed  and  understood  that
     ------------------------
Developer,  including its employees, is performing services under this Agreement
as an independent  contractor for ACCPAC,  and neither  Developer nor any of its
employees is an employee or agent of ACCPAC.  Developer  shall have no authority
to contract for or bind ACCPAC in any manner and shall not  represent  itself as
an agent of ACCPAC or as otherwise authorized to act for or on behalf of ACCPAC.
All liability to the persons actually  providing  services,  including,  but not
limited to,  payments of wages or other  compensation,  withholding of taxes and
similar  charges  related  to such  wages or other  compensation,  and  workers'
compensation and unemployment  insurance  premiums or claims,  shall be the sole
responsibility  of Developer,  and Developer  agrees to indemnify ACCPAC for any
such payments requested of or required by ACCPAC.

11. Miscellaneous.  Notices hereunder shall be sent in writing to a party at the
    -------------
address  first set forth  above and  shall be  deemed  effective  upon  receipt.
Neither  the  rights  nor the  obligations  arising  under  this  Agreement  are
assignable or  transferable by Developer,  and any such attempted  assignment or
transfer shall be void and without  effect.  This Agreement shall be governed by
and  construed in accordance  with the laws of the State of  California  without
regard to conflicts of laws  provisions  thereof.  In any action to enforce this
Agreement the prevailing  party will be entitled to costs and  attorneys'  fees.
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Each party to this Agreement hereby submits to the jurisdiction of the courts of
the State of California,  Alameda, County and to the federal courts of the U. S.
for the Northern District of California. In the event that any of the provisions
of this  Agreement  shall  be held by a court  or other  tribunal  of  competent
jurisdiction to be unenforceable, such provisions shall be limited or eliminated
to the minimum extent necessary so that this Agreement shall otherwise remain in
full force and effect and  enforceable.  Developer's  rights and  remedies  upon
breach of this Agreement are limited to Developer's  rights,  if any, to recover
damages in an action at law, and Developer shall not have the right to enjoin or
restrain or to seek to enjoin or restrain  the sale,  license,  distribution  or
marketing  of any  product  of ACCPAC.  This  Agreement  constitutes  the entire
agreement  between the parties  hereto  pertaining to the subject matter hereof,
and any and all  written or oral  agreements  heretofore  existing  between  the
parties  hereto  are  expressly  cancelled.  No waiver or  modification  of this
Agreement  will be binding upon either party unless made in a writing  signed by
both  parties  and no failure or delay in  enforcing  any right will be deemed a
waiver.  This Agreement may be executed in counterparts and via facsimile,  each
of which shall be deemed an original instrument, but all of which together shall
constitute one and the same instrument.

         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  their  duly
authorized  representatives  to execute this  Agreement as of the date first set
forth above.

"ACCPAC"                                DEVELOPER

ACCPAC International, Inc.              NoMatterWare Inc.



By:        /s/ David M. Hood               By:     /s/ Brad Churchill
     ---------------------------              -------------------------------

Name (Print):  David M. Hood            Name (Print):  Brad Churchill
               -----------------                -----------------------------

Title:         President & CEO          Title:         President & CEO
        ------------------------                -----------------------------
















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                                    EXHIBIT A

                            Non-Disclosure Agreement





















































<PAGE>


                                    EXHIBIT B

                          Milestones and Specifications


To be determined by the mutual  agreement of the parties no later than March 31,
2001.