MEMORANDUM OF AGREEMENT EXECUTED IN THE CITY OF WASHINGTON, DISTRICT OF COLUMBIA
(D.C.), OF THE UNITED STATES OF AMERICA, THIS 22ND DAY OF JANUARY, 1999.

BY AND BETWEEN:     STRAIGHT  SHOOTER  PRODUCTIONS  INC.,  a  body  politic  and
                    corporate,  duly  incorporated  according to law, having its
                    head office and  principal  place of  establishment  at 5151
                    Wisconsin Avenue NW, Washington, D.C., U.S.A., 20016, herein
                    represented  by  Mr.  LANCE  HEFLIN,  its  President,   duly
                    authorized   for  these   purposes,   as  he  so   declares,
                    hereinafter referred to and designated as:

                    "SSPI"

AND:                INTERQUEST   INC.,  a  body  politic  and  corporate,   duly
                    incorporated according to the laws of the Dominion of Canada
                    having its head office and principal place of  establishment
                    at  4850 de  l'Aviation,  Suite  200,  St.  Hubert,  Quebec,
                    Canada,  J3Z 1H5, herein represented by Mr. PIERRE COTE, its
                    President,  duly  authorized  for these  purposes,  as he so
                    declares, hereinafter referred to and designated as:


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                                  "INTERQUEST"

     WHEREAS "SSPI"  warrants and  represents  that it has concluded a licensing
arrangement with Twentieth Century Fox Film Corporation  ("Fox"), in virtue of a
"Letter Agreement" dated November 24th, 1998 (the  "Agreement"),  whereby "SSPI"
acquired the right to establish  and maintain an America's  Most Wanted  ("AMW")
web    site    (the    "Web    Site")     under    the    domain     names    of
"WWW.AMERICASMOSTWANTED.COM", "WWW.AMW.COM" and/or "WWW.AMERICASMOSTWANTED.COM",
and/or  any  other  URL or domain  name,  which  "SSPI"  may  choose,  the whole
hereinafter to be referred to and designated as the "Web Site";;

     WHEREAS the present Agreement shall be subject,  at all times material,  to
the terms and conditions of the "Agreement" herein referred;

     WHEREAS  pursuant  to the term of the  "Agreement",  "SSPI" is  entitled to
execute five (5) options,  which would have the effect of extending  the term of
the  "Agreement"  to August 31st,  2004,  subject to the terms and conditions of
Clause 4 of the "Agreement" therein contained;

     WHEREAS "SSPI"  undertakes and agrees to exercise said options to renew the
term of the "Agreement" for the five (5) successive terms therein


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contained,  subject to the express terms and  conditions  hereinafter to be more
fully enumerated;

     WHEREAS  the  parties  hereto are  desirous  of  entering  into the present
Agreement,  whereby  each of the  parties  shall be  entitled  to a share of all
"Adjusted  Gross  Receipts" to be derived from the operations of the "Web Site",
after the deduction of all approved  expenses  pursuant  hereto,  subject to the
following terms and conditions hereinafter to be more fully enumerated;

     WHEREAS  "INTERQUEST"  represents  and warrants  that it has the  necessary
expertise  and  capability  to  create,  develop,  host,  design  and update the
"AMW.COM web site" and to incorporate therein the E-commerce component necessary
and required for the  exploitation  of the  "AMW.COM  web site",  including  the
ability to contract third parties to sell banner advertising on the "AMW.COM web
site" and, as well, to offer a customized branded CD store and "AMW" merchandise
storefront on the "AMW.COM web site",  subject,  however, to the following terms
and conditions as are hereinafter to be more fully enumerated;

NOW,  THEREFORE,  IN  CONSIDERATION  OF THE MUTUAL  PROMISES  AND THE  FOLLOWING
COVENANTS, CONDITIONS AND AGREEMENTS, THE PARTIES HERETO DO HEREBY MUTUALY AGREE
AS FOLLOWS:


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1.   THAT the preamble  herein  recited above shall form an integral part of the
     present "Memorandum of Agreement":

2.   THAT  "SSPI"  hereby  grants  to  "INTERQUEST",  subject  to the  terms and
     conditions  set forth  herein,  the right and license to  develop,  create,
     establish and maintain the America's  Most Wanted ("AMW") web site the "Web
     Site") under the domain name of "AMW.COM" and any existing  related  domain
     names for a term  commencing  February 1st, 1999 and  terminating on August
     31st, 2004 (the "Term"),  subject,  however, to the following express terms
     and conditions as are hereinafter to be more fully numerated:

3.   THAT the  present  Agreement  shall be  subject  to the  express  terms and
     conditions of the "Agreement",  insofar as the provisions therein contained
     shall have  application  to the  present  Agreement,  save and except  that
     "SSPI"  hereby  undertakes  and agrees to exercise its rights to extend the
     term thereof,  in accordance with Clause 4 therein contained,  until August
     31st, 2004;

4.   THAT subject to the foregoing, "INTERQUEST" shall be obliged to fulfill the
     following obligations:

     a)   it shall be  responsible  for the costs of  creating,  developing  and
          establishing  the  "AMW.COM  web site"  (the  "Web  Site")  and,  more


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          particularly, it shall hold "SSPI" free and clear of any and all costs
          and/or  claims  of  its   sub-contractors   or  suppliers   associated
          therewith;

     b)   It shall be obliged to host, make revisions to and continually  update
          the "AMW.COM web site";

     c)   It shall manage the "AMW.COM web site" and be its content  manager and
          shall be  obliged  to defray the costs  associated  with the  required
          rental  of the  "bandwith"  associated  with  the  furnishing  of such
          services;

     d)   It shall be obliged to  incorporate  within the "AMW.COM web site" the
          ability to effect E-commerce transactions with respect to all commerce
          conducted  and/or  concluded  on the  "AMW.COM  web  site",  including
          securing "E-commerce" merchant credit card numbers;

     e)   It shall use its best  efforts  to  secure  and  develop a  customized
          branded CD store on the "Web Site";

     f)   It shall  be  obliged  to  create  and  continually  develop  an "AMW"
          merchandising  storefront on the "Web Site" and to develop other "AMW"
          storefronts to be located in other mall shopping sites;


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     g)   It shall be obliged and  empowered to contract  third  parties to sell
          banner advertising for the "AMW.COM web site";

     h)   It shall be  entitled  and be obliged to  conclude  agreements  with a
          fulfillment   house  to  facilitate   the   E-commerce   merchandising
          associated  with the hosting and management of the "AMW.COM web site",
          including the  requirements of having a "call-in center" and providing
          for the  shipping and  handling of the  merchandise  being sold and/or
          transacted on "AMW" merchandise storefronts;

     i)   It shall be obliged and  empowered to create other joint  ventures and
          revenue sharing opportunities to maximize the exploitation of revenues
          to be derived from the "AMW.COM web site";

     5.   THAT  notwithstanding  the  foregoing,  "SSPI"  shall be  entitled  to
          approve  all  web  site   expenses   associated   with  the  creation,
          establishment,  development,  hosting and management of the "Web Site"
          and its contents,  including the expenses  associated  with  bandwith,
          E-commerce  transaction  processing,  web  development,  web continued
          updating, marketing of the "Web Site" and sales commissions to be paid
          to third parties associated with the sale of banner advertising on the
          "Web Site".  Notwithstanding  the  foregoing,  "SSPI" must furnish the
          content, which "INTERQUEST" shall transmit onto the "Web Site", at all
          times material to the Agreement herein:


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     6.   THAT subject to the foregoing  required approval on the part of "SSPI"
          in  regard  to all  expenses,  which  are to be  deducted  as a "first
          charge"  against all "Gross Receipts" generated from the operations of
          the "Web Site", (the net amount of which shall be defined as "Adjusted
          Gross  Receipts"),  "SSPI"  shall be entitled to Sixty  Percent  (60%)
          thereof and  "INTERQUEST"  shall be entitled to Forty Percent (40%) of
          all "Adjusted Gross Receipts".

          "Gross  Receipts"  shall  be  defined  as  all  revenues  received  by
          "INTERQUEST",  arising from the operations of the "Web Site",  without
          limitation,  and "Adjusted  Gross Receipts" shall be defined as "Gross
          Receipts",   less  those  expenses  which  are  associated   with  the
          fulfillment  of the  obligations  of  "INTERQUEST"  more fully set out
          herein and  subject,  as well,  to the express  condition  that "SSPI"
          shall be entitled to approve all of the "Web Site" expenses more fully
          set forth herein;

     7.   THAT  "INTERQUEST"  shall be obliged to provide  quarterly  accounting
          statements  to  "SSPI",  said  statements  to become due no later than
          thirty (30) days following the termination of each applicable calendar
          quarter,  and said statements shall set forth therein the calculations
          of the "Gross Receipts" and the "Adjusted Gross Receipts" for the then
          current quarter and from inception to date;

          Each  such  statement  shall  be  accompanied  by a  cheque,  in  U.S.
          currency,  to  "SSPI"  for  "SSPI"'s  share  of  the  "Adjusted  Gross
          Receipts", if any.


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          "SSPI"  shall  have the  right to  audit  the  books  and  records  of
          "INTERQUEST" and/or its subsidiary that relate to any such statements,
          including any records  maintained by third parties for  "INTERQUEST"'s
          benefit,  no more than once during each year of the term  hereof,  and
          once subsequent to the termination of the present Agreement;

     8.   THAT all notices to be forwarded  and/or sent by either of the parties
          hereto must be in writing to be  effective  and shall be  delivered as
          follows:

          To "SSPI":

          5151 Wisconsin Avenue NW
          Suite 300
          Washington, DC
          U.S.A. 20016

          Attention: Mr. Lance Heflin

          Delivered by Fax No. (202) 895-3096.

          To "INTERQUEST":

          4850 de I'Aviation
          Suite 200
          St. Hubert, Quebec
          Canada, J3Z 1 H5

          Attention: Mr. Pierre Cote

          Delivered by Fax No. (450) 462-6996


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     9.   THAT each of the parties  hereto will  indemnify and hold harmless the
          other party,  its officers,  directors,  employees and affiliates from
          and against any and all claims liabilities,  losses or damages arising
          from or  related  to the  breach of any  representation,  warranty  or
          covenant hereunder by the indemnifying party;

     10.  THAT  the  present  Agreement  shall  enure  to  the  benefit  of  the
          successors,  representatives  and/or  assigns  of each of the  parties
          hereto and, more particularly,  "SSPI" hereby undertakes and agrees to
          consent to the assignment of the present  Agreement to a company to be
          wholly owned as a subsidiary of "INTERQUEST";

     11.  THAT the present  Agreement  shall  cancel and  supersede  any and all
          prior  negotiations  and/or  understandings and agreements between the
          parties hereto as to the subject  matter hereof,  save and except that
          "SSPI"  shall  continue to be obliged to  advertise  the  "AMW.COM web
          site"  at  the  tail  end  of  each  production  of a  segment  of the
          "America's Most Wanted" television show, during the term hereof:

     12.  THAT the parties  hereto hereby  agree,  should legal  proceedings  be
          necessary and/or required to enforce or interpret any of the rights of
          the parties hereto,  that the laws of the District of Columbia and the
          Courts  therein  located  shall have the exclusive  jurisdiction  with
          respect  to the  application  thereof  and/or  the  resolution  of any
          dispute arising therefrom;


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IN WITNESS WHEROF,  THE PARTIES HERETO HAVE EXECUTED AND DATED THIS AGREEMENT AS
OF THE DATE FIRST HEREINABOVE MENTIONED.

                                        "SSPI"

                                        STRAIGHT SHOOTERS PRODUCTIONS INC.


                                        Per: /s/ Lance Heflin
                                            ------------------------------------
                                                 LANCE HEFLIN


-----------------------------------
WITNESS


-----------------------------------
WITNESS

                                        "INTERQUEST"

                                        INTERQUEST INC.


                                        Per
                                           -------------------------------------
                                           PIERRE COTE


-----------------------------------
WITNESS


-----------------------------------
WITNESS


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