SIERRA SYSTEMS CONSULTANTS, INC.

CONSULTING AND DEVELOPMENT CONTRACT

AGREEMENT #__________________

This  Consulting  and  Development  Contract  (the  "Agreement")  is  made as of
September   16,  1999   between   WordCruncher   Internet   Technologies,   Inc.
("WordCruncher") and Sierra Systems consultants, Inc. ("Sierra").

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

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

     A.   Development of the Deliverables. Sierra agrees to develop Deliverables
          which  conform to the  Specifications.  The  "Specifications"  are the
          features,  compatibility,  functionality,  performance,  descriptions,
          requirements and other specifications set forth in Attachment A and in
          the sierra document,  "Spyhop  Architecture and Design," dated October
          4, 1999,  the Sierra  document,  "Project  Charter,"  dated October 1,
          1999, the Digital Boardwalk  document,  "Project Plan," dated November
          11, 1999, the  WordCruncher  document,  "Spyhop  Product  Requirements
          Document,"  version 0.89, the  WordCruncher  document,  "Spyhop Search
          Engine  Design  Document,"  version  1.6.  The  Specifications  may be
          changed by  WordCruncher,  provided  that if such changes  cause a net
          increase in development  cost or time to Sierra,  then Sierra shall be
          entitled to a  reasonable  increase in  compensation  under  Section 2
          below.   If  the  increase  in   compensation   is   unacceptable   to
          WordCruncher,  then  WordCruncher  may  withdraw  the  changes  to the
          Specifications  and the  compensation  shall not be increased.  If and
          when WordCruncher  presents  Specification  changes to Sierra,  Sierra
          will   promptly   consult  with   WordCruncher   on  the  increase  in
          compensation,   if  any,  caused  by  the  changes.   Any  changes  by
          WordCruncher  to the  Specifications  will be reduced  to writing  and
          added to this Agreement.

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

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

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

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

2.   Payment.  Subject to the other  provisions of this Agreement,  WordCruncher
     agrees to pay Sierra for Services and  Deliverables  in accordance with the
     payment schedule in Attachment B.  WordCruncher  shall reimburse Sierra for
     all  reasonable  travel  expenses  outside the Los Angeles area incurred by
     Sierra in the performance of Services, at Sierra's net cost. Travel must be
     approved in advance by WordCruncher.  Invoices will be issued in accordance
     with the payment schedule of Attachment B, and will include travel expenses
     incurred.  Travel  expenses  that are covered by this contract are shown in
     Attachment C. Payment is due within 340 days of invoice date.  Sales taxes,
     if any, are additional.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11.  Miscellaneous.

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

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

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

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

     E.   Notices.

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

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

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

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

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

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

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

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

         WordCruncher Internet                  Sierra Systems Consultants, Inc.
         Technologies, Inc.

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





ATTACHMENT A: SCOPE OF SERVICE
DATE:                                             Jan 6, 2000
                                                  ------------------
WORDCRUNCHER INITIALS:                            /s/ (not legible)
                                                  ------------------
SIERRA INITIALS:                                  /s/ (not legible)
                                                  ------------------
AGREEMENT #:
            -----------------
Services:

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

Deliverables:

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

Specifications:

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

Time Schedule:

The time schedule for this project is defined by the Digital Boardwalk document,
"Project  Plan,"  dated  November 4, 1999.  As of November 3, 1999,  it has been
agreed between the involved parties that the target release date is now February
15, 2000.


<PAGE>





ATTACHMENT B: PAYMENT
DATE:                                               Jan 6, 2000
                                                  ------------------
WORDCRUNCHER INITIALS:                             /s/ (not legible)
                                                  ------------------
SIERRA INITIALS:                                   /s/ (not legible)
                                                  ------------------
AGREEMENT #:
            -----------------------

The total fees for this project,  including the Services and Deliverables,  will
be in the form of a  fixed-price  amount of  $500,000.  This  shall be the total
compensation to Sierra.

The $500,000 fee will be paid as follows:

     (a)  An initial payment of $100,000 representing 20% of the total fees upon
          satisfactory   completion   of  the  first  phase   including   design
          specifications and a detailed project.  Sierra acknowledges receipt of
          $100,000 of this amount prior to execution of this Agreement.

     (b)  A second  payment of $125,000  representing  25% of the total fees was
          due  upon   acceptance   of  the  Spyhop   Architecture   document  by
          WordCruncher.  Sierra acknowledges  receipt of $125,000 of this amount
          prior to execution of this Agreement.

     (c)  A third payment of $125,000 representing 25% of the total fees will be
          due upon  delivery  of the  Deliverables  for the  beta  site to begin
          testing (scheduled for January 4, 2000).

     (d)  A final payment of $150,000 representing 30% of the total fees will be
          due upon final acceptance by WordCruncher of the Deliverables.  Due to
          the extreme  importance  of meeting  the launch  date of February  15,
          2000,  Sierra  agrees  to  share in the  urgency  by  agreeing  to the
          following  terms.  If the Spyhop web site fails to launch by  February
          15, due to factors  within  Sierra's  control or  Sierra's  failure to
          perform  in a timely  manner  under this  Agreement,  10% of the final
          payment will be withheld. If it fails to launch by February 22, 30% of
          the final payment will be withheld.  If it fails to launch by February
          29, 100% of the final payment will be withheld.

Additional Services:

If  any  additional  services,   technical  support,   consultation,   training,
maintenance and enhancement are requested by WordCruncher  (see Section 8 of the
Agreement), they will be performed by Sierra at the following rates:

[Insert rates]

Such  rates  shall  not be  increased  until  one  year  from  the  date of this
Agreement. Thereafter, Sierra's then-current standard rates shall apply.







ATTACHMENT C: TRAVEL EXPENSES
DATE:                                                Jan 6, 2000
                                                  ------------------
WORDCRUNCHER INITIALS:                             /s/ (not legible)
                                                  ------------------
SIERRA INITIALS:                                   /s/ (not legible)
                                                  ------------------
AGREEMENT #:
            --------------------

Sierra  will make  every  attempt  to  minimize  travel  expenses  by  assigning
qualified  resources  from our Los  Angeles  office  to  address  WordCruncher's
requirements and priorities.

Travel expenses will be invoiced at cost, in the event that  consultants need to
be  brought  in  from  other  locations  to  meet  WordCruncher's  schedule  and
requirements.  No travel will be  reimbursed  without prior  authorization  from
WordCruncher.  WordCruncher's reasonable guidelines applicable to travel will be
followed.