INVESTMENT BANKING ENGAGEMENT
                                    AGREEMENT


AGREEMENT  made this 3rd day of May, 2000, by and between.  Affiliated Resources
Corporation,  a  Colorado  corporation  with  principal offices at 3050 Post Oak
Blvd., Suite 1080, Houston, TX 77 56, (the Client), and International Investment
Banking,  Inc.,  a  Florida corporation with principal offices at 2101 West S.R.
434,  Suite  221,  Longwood,  FL  32779,  (IIBI)

                                   WITNESSETH

WHEREAS,  the  Client  is  engaged  in  the  sale, distribution and licensing of
various  products, service and/or technologies throughout the United States, and
the  Client  desires  to  improve  and  grow  its  operations,  and

WHEREAS,  the  Client  desires  to  secure  the  efforts  of  a  firm capable of
performing  investment  banking  services,  developing  strategic plans, finding
viable  candidates  for acquisitions and mergers (Candidates), and other related
services,  and

WHEREAS,  IIBI  represents  that  it  is knowledgeable in the Investment Banking
industry,  and  is  willing and capable of performing the services stated herein
including  providing  a  shell  corporation, if desired by Client, and producing
viable  acquisition  and/or  merger  candidates,  and  assist  in engaging other
Associate  firms  which  shall  provide  specific  services  to the Client under
separate  agreement.

NOW  THEREFORE,  by  reason of these premises and in consideration of the mutual
covenants  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

1.0  DEFINITIONS:

1.1     Investment  Banking  Services:     IIBI  is  not  licensed as a stock or
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securities  broker and is not in the business of selling stocks or securities or
advising as to the investment viability or worth of stocks or securities.  It is
the responsibility of IIBI to obtain advice of counsel and approve all materials
published  by  IIBI  to ensure compliance with Federal and State securities laws
applicable  to  the  activities,  which  it  undertakes on behalf of the Client.

1.2     Independent Contractor:     IIBI is a corporation and shall provide said
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services as an independent contractor, and not as an employee or agent of Client
or  of any company affiliated with Client.  IIBI has no authority to bind Client
or  any  affiliate  of  Client  to  any  legal  action,  contract, agreement, or
purchase,  and  unless  such action can be construed to be made in good faith or
with  the acceptance of Client; it shall become the sole responsibility of IIBI.
IIBI  shall  be  solely  responsible  for  any  Federal, State or local taxes on
payments made to IIBI, and should Client for any reason be required to pay taxes
at  a  later  date,  IIBI shall reassure such payment is made by IIBI and not by
Client.  IIBI  shall  be responsible for the compensation payments and any taxes
of  any  individual  that  it  assigns to work with the Client on its behalf and
herein  holds Client harmless for any and all such payments and responsibilities
related  hereto.

2.0  APPOINTMENT  OF  FIRM:

2.1     The  Client  hereby  appoints  IIBI,  on  a sole and exclusive basis, to
promote  the  Client's  corporate interest and provides the services outlined in
Section  3.0,  under  the  terms  and  conditions  set  forth  herein.

2.2     IIBI  acknowledges  that  it  shall  have no right to or interest in any
tradenames  or  trademarks of the Client, but may refer to applicable tradenames
or  trademarks  provided  that  all  such references are in conformance with the
Client's  requirements  regarding  their  use.

2.3     The  term  of  this Agreement will be for a period of two (2) years from
the  date  first  set  above,  and  will automatically renew for succeeding like
periods  unless  terminated  under  Section  7  of  this  Agreement.

2.4     The  Client  certifies  that  it  is  unencumbered  to  enter  into this
exclusive  Agreement, hereby grants immunity to IIBI and will hold IIBI harmless
from all suits by the Client or against the Client under any and all present and
future  actions, except for negligent acts or to the extent that the exercise of
such  actions  are  authorized  by  this  Agreement  and  is required for IIBI's
performance  hereunder.

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                                                       INT.          INT.

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2.5     The  Client  shall promptly disclose to IIBI in confidence all pertinent
information  concerning  the  Company  and  its products and services, financial
position,  plans,  etc.,  and  shall  from  time  to time provide IIBI with such
additional  information as the Client or IIBI may believe to be of value to IIBI
in  performing  its  obligations  under this Agreement.  As part of this initial
disclosure  of  information  by  the  Client, the Client shall provide IIBI with
Documentation  containing its financial statements for the last three years, and
projected  financial  information  or  budgets,  a  complete  description of its
products or services, and disclosure of any plans or planning documents that the
Client  has  developed.

3.0  SERVICES  TO  BE  PERFORMED

3.1     IIBI  shall  perform  the  following  services::

1)     Guidance  in  the  development of a strategic business plan and marketing
plans  for  the  purpose  of  guiding  the  growth  of  the  Client.

2)     Serving as counsel to management and the Board of Directors in developing
the  proper strategy for working with the Client Investor Relations group.  IIBI
will  also  assist  in  overseeing  the  production  of  TV,  Radio  and  Media
presentations  for  the  Client.

3)     IIBI  will  design and implement an Advisory Board for Client.  Donald A.
Mitchell,  Chairman  and  CEO  of  IIBI  will  serve  on  the  Advisory  Board

4)     IIBI  will  design  a  financing  package commensurate with the financial
requirements of Client. This financing plan may involve a combination of Equity,
Debt,  Lines  of  Credit  and other Bank Instruments as dictated by the needs of
Client  in  the  Strategic  Business  and  Marketing  Plan.

5)     IIBI  will generally be at the disposal of the Client to answer questions
and  advise  on any financial or strategic issues that may come before or affect
the  Client.

6)     IIBI  will  perform  any  additional  transactional  services that may be
contained  in  Addendum  A  and/or B of this Agreement and hereby made a part of
this  Agreement.

7)     IIBI  will  provide for the use of their securities counsel to review and
prepare  any  registration  that  may  be  mutually deemed necessary to register
securities  and  create  free  trading  shares.

8)     IIBI will assist in reviewing and managing the preparation an offering of
unto  Eight  Million  Dollars  ($  8,000,000)  in  preferred shares, convertible
preferred  or  convertible  debentures,  and will assist in getting the offering
sold.

4.0     OBLIGATION  OF  IIBI:

4.1     IIBI  agrees  to  perform  the services herein described and to make its
best  efforts  in  finding  potential  Merger and Acquisition Candidates for the
Client,  initiating direct contact with such parties, determining if there is an
interest,  and  establishing  that they qualify, based upon criteria provided by
the  Client.

4.2     IIBI  shall  then  determine  and  implement  the  course of action most
suitable  to  the  overall  financial objectives of the Client and in accordance
with  guidelines  and  policies  established  by  the  Client.

4.3     During  the  term  of  this Agreement, the Client will negotiate in good
faith  with  Candidates brought to its attention by IIBI.  The Client shall keep
IIBI  informed  of  any  arrangements  on  existing issues, which would preclude
negotiation with Candidates.  All terms and conditions of any agreement, merger,
acquisition,  license  or other working relationship with a Candidate will be at
the  sole  discretion  of  the  Client.

4.4     IIBI  agrees  to  devote  the  time,  attention,  knowledge,  and  skill
necessary to carry out its responsibility as it pertains to the work encompassed
or  envisioned  by  this  Agreement, and the Client shall be entitled to all the
benefits, or other issues derived from or incident to any and all work, services
and  advice  of  IIBI.  IIBI  expressly  agrees  not  to  represent, directly or
indirectly,  in  any  form, fashion or manner any other business or allied trade
similar  to  that of the Client's during the term of this Agreement, without the
written  consent  of  the  Client.

5.0  CONFIDENTIALITY:

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                                                       INT.          INT.

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5.1     IIBI  and  the Client agree that the parties will not at any time, or in
any  fashion  or manner divulge, disclose or otherwise communicate to any person
or  corporation in any manner whatsoever any information of any kind, nature, or
description  concerning any matters affecting or relating to the business of the
other.  This  includes  method of operation, or plans,  processes, or other data
of  any  kind  or nature that they know or should have known is confidential and
not  already  information  that  resides  in  the  public  domain.

5.2     Both  the  Client and IIBI expressly agree that confidentiality of these
matters  is  extremely  important  and  gravely affect the successful conduct of
their  businesses,  and  its  goodwill, and that any breach of the terms of this
section  is  a  material  breach  of  this  Agreement.

6.0  COMPENSATION:

6.1     IIBI  services  will  be  paid  by  Client  as  follows:

a)     In  consideration of the production of a Business Plan, the Client agrees
to  pay  IIBI  Five Thousand Dollars ($5,000.00) plus reimbursement of ordinary,
out  of  pocket expenses.  The payments is due upon receipt of the first funding
to  be  received by the Client by any financial source after execution of IIBI's
standard  Consulting  Agreement.

b)     In  consideration  of  IIBI  being engaged as Client's Investment Banking
firm, Client agrees to pay IIBI an initial fee of 1,000,000 shares of Affiliated
Resources  Corporation's  common  stock  upon  signing  of  this  Agreement.

c)     An  additional  700,000  shares  will be paid to IIBI upon the successful
completion  of  a  securities  registration  that both parties mutually agree is
necessary  to  clear  up  all  remaining  un-registered  shares  and  make  them
free-trading.

d)     An  additional  500,000 shares will be paid to IIBI as a fee for managing
an  offering  of  up  to $ 8,000,000.  These shares shall be paid out to IIBI in
four  equal  125,000 share payments spread equally over the estimated time frame
of  the raise in advance.  Client shall reimburse IIBI for all reasonable out of
pocket  cost  related  to  this  rise  and  shall  pay any earned commissions to
registered  broker/dealers  who  participate  in  this  raise.

e)     Any  other  compensation  as  set  forth  in  Addendum  A  and/or B where
applicable.

7.0  TERMINATION:

7.1     The Client and/or IIBI have the right to terminate this Agreement at any
time  beginning  in  the  thirteenth  (13th) month of the Agreement with 60 days
written  notice.  If the Client gives the termination notice, all payment due to
the  termination  date  shall  be  paid  immediately.

7.2     This  Agreement  may  also  be  terminated  by the mutual consent of the
parties,  but may not be terminated by the Client without cause during the first
twelve  (12) months.  Regardless of the reason of termination of this Agreement,
IIBI  and  the  Client  agree to continue to observe the terms and conditions of
Section  5  of  this  Agreement.

8.0  ASSIGNMENT:

8.1     This  Agreement may be assigned by IIBI to any other qualified party, as
long  as,  all  the  terms  of this Agreement shall be observed by the assignee.

9.0  ENTIRE  AGREEMENT:

9.1     This  written  Agreement  contains the sole and entire agreement between
the  parties.  It  supersedes  any  and  all other agreements by and between the
parties.  The  parties  acknowledge  and  agree  that  neither  has  made  any
representation  with  respect to the subject matter of this Agreement or induced
in  any  way  the  execution  and delivery of this Agreement except as expressly
stated in the terms of this Agreement.  The parties further acknowledge that any
previous statements or representations made by either party to the other are now
null  and  void  and  of  no  effect.

10.0  MODIFICATION:

10.1     No  waiver  or  modification  of  this  Agreement  or any of its terms,
including  modifications of the provisions of this section shall be valid unless
in  writing  and  signed  by  both  parties.

11.0  ARBITRATION:

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                                                       INT.          INT.
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11.1     The  parties  agree  that  disputes  arising  out  of  the execution or
interpretation  of  this  Agreement  shall  be arbitrated under the rules of the
American  Arbitration  Association.  If  legal  action  is taken to enforce this
Agreement, the prevailing party shall be entitled to recover reasonable attorney
fees,  interest,  if  applicable,  plus  arbitration  cost  for  the  expense of
collection  or  defense  of  the  action at the discretion of the arbitrator(s).

12.0  MISCELLANEOUS  PROVISIONS:

1.2.1     Counterparts.  This  Agreement may be executed simultaneously in three
or more counterparts, each of which shall be deemed an original and all of which
together  shall  constitute  one  and  the  same  instrument.

1.2.2     Law.   This  Agreement is made in and shall be construed in accordance
with  the  laws  of  the  State  of  Florida.  Venue  shall be in Boca, Florida.

12.3     Severability.  In  the event that any parts of this Agreement are found
to  be  void,  the  remaining provisions of this Agreement shall nevertheless be
binding  with  the  same  effect  as  though  the  void  parts  were  deleted.

12.4     Term.  The term of this Agreement shall run for two years from the date
of  this  Agreement,  unless  terminated  under  Section  7.  herein

This  Agreement  shall  be  binding  upon  and shall inure to the benefit of the
parties  hereto  and  their  respective  heirs,  legal representatives, personal
representatives,  successors  and  assigns.


IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.

INTERNATIONAL  INVESTMENT  BANKING,  INC. AFFILIATED  RESOURCES CORPORATION
BY  :                                     BY:

__________________________                ____________________________
  Donald  A.  Mitchell,  CEO              Peter  Vanucci,   CEO

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                                                       INT.          INT.