EDS INFORMATIONSTECHNOLOGIE & SERVICE GMBH       EDS CONFIDENTIAL AND PRIVILEGED

THIS SERVICES AGREEMENT is made the 16th day of February 2001.

BETWEEN:

(1)      Aucxis  Corp,  a  company  registered  in  Ontario,  Canada  and  whose
         registered office is at BCE Place, 220 King Street West,  Toronto,  ON,
         Canada M5H 1K4 ("Aucxis Corp") ; and

(2)      EDS  Informationstechnologie  und Service GmbH a company  registered in
         Germany  and  whose  registered  office  is  at  Eisenstr.   56,  65428
         Russelsheim, Germany ("EDS").

EDS will  provide to AUCXIS CORP the  services  specified  in Schedule 1 to this
Agreement (the "Services") and AUCXIS CORP will make payment for the services in
accordance with the terms and conditions of this Agreement.

This Agreement  commences on the date of the later of the  signatures  below and
will, unless terminated earlier, terminate on completion of the Services.

This Agreement  consists of this executed cover page together with the Terms and
Conditions  for  Services,  Schedule 1 (Services  Charges and  Payments) and any
schedules referenced therein.

Signed for and on behalf of EDS          Signed for and on behalf of AUCXIS CORP

By/s/ Peter Herrmann                     By /s/ Daniel McKenzie
  .................................        ...................................

Name:                                    Name:

Title:                                   Title: President

Date:2/20/01                             Date: 2/19/01



(C) EDS LEGAL & CONTRACTS                                     1

<PAGE>
                            EDS TERMS AND CONDITIONS

1.       CHARGES
         -------
1.1      In  consideration of the performance of the Services in accordance with
         the terms of this Agreement AUCXIS CORP will pay the Charges calculated
         on the basis and at the rates set out in Schedule 1.

1.2      Payment,  together  with the  applicable  Value Added Tax, will be made
         within  thirty (30) days of receipt by the  receiving  party of a valid
         invoice from the sending party.  Late payment will bear interest at the
         rate of 2% above the base rate in Germany.

2.       WARRANTIES AND REPRESENTATIONS
         ------------------------------
         EDS will  discharge its  obligations  hereunder  with all due skill and
         care and in accordance with its own established internal procedures.

3.       LIMITATION OF LIABILITY
         -----------------------
         EDS'  liability  for  ordinary  negligence  is limited  to typical  and
         foreseeable  damages in a business  of AUCXIS  CORP'S  type.  Except as
         provided in the preceeding  sentence and for EDS' liability for willful
         intent or gross negligence,  AUCXIS CORP agrees that EDS shall not have
         any other  liability  under this  Agreement.  This agreement  shall not
         exclude or limit EDS' liability for willful intent or gross negligence.
         No claim,  demand for mediation or arbitration or cause of action which
         arose  out of an event or  events  which  occurred  more than two years
         prior to the filing of a demand for  mediation or  arbitration  or suit
         alleging a claim or cause of action  may be  asserted  by either  party
         against the other.

4.       INTELLECTUAL PROPERTY RIGHTS
         ----------------------------
4.1      Each party will  retain all rights in any  software,  ideas,  concepts,
         know-how,  development  tools,  techniques  or  any  other  proprietary
         material  or  information  that it  owned  or  developed  prior  to the
         Effective Date of this  agreement,  or acquired or developed  after the
         Effective  Date of this  Agreement  without  reference to or use of the
         intellectual property of the other party. No licenses will be deemed or
         have been granted by either party to any of its patents, trade secrets,
         trademarks or  copyrights,  except as otherwise  expressly  provided in
         this Agreement.

4.2      Subject  to any  third  party  rights  or  restrictions  and the  other
         provisions  of this section  AUCXIS CORP will own the  copyright to all
         distinct, tangible deliverables that (a) are specifically developed and
         delivered by EDS to AUCXIS CORP under this  agreement and (b) are fully
         paid by AUCXIS CORP (the "Deliverables").

4.3      Notwithstanding anything to the contrary in this Agreement, EDS
         (a)      will own and retain  all  intellectual  property  rights in or
                  related to the Deliverables other than the copyright ownership
                  rights granted to AUCXIS CORP pursuant to this section,

         (b)      will  retain  all  right,  title  and  interest  in and to all
                  know-how,  intellectual  property,  methodologies,  processes,
                  technologies,  algorithms,  software or development tools used
                  in performing the Services which are based on trade secrets or
                  proprietary  information  of  EDS or are  otherwise  owned  or
                  licensed by EDS (collectively, the "Tools"),
         (c)      will be free to use the ideas, concepts and know-how which are
                  developed or created in the course of performing  the Services
                  (collectively, the "Residual Technology"), and
         (d)      will retain ownership of any Tools or Residual Technology that
                  become embedded in the Deliverables.
         EDS hereby  grants to AUCXIS  CORP a perpetual  (subject to  compliance
         with  this  sentence),  royalty-free,  non-transferable,   nonexclusive
         license to use any  embedded  Tools and  Residual  Knowledge  solely in
         connection with AUCXIS CORP'S use of the  Deliverables and only so long

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<PAGE>

                            EDS TERMS AND CONDITIONS

         as  such  Tools  and  Residual   Technology   remain  embedded  in  the
         Deliverables and are not separated therefrom.

4.4      Nothing in this Agreement
         (a)      will  require EDS or AUCXIS  CORP to violate  the  proprietary
                  rights of any third party in any software or otherwise or
         (b)      subject to the confidentiality restrictions in Section 7, will
                  impair EDS' right to  acquire,  license,  market,  distribute,
                  develop  for itself or others or have  others  develop for EDS
                  similar technology performing the same or similar functions as
                  the technology,  Deliverables or Services contemplated by this
                  Agreement.

5.       FORCE MAJEURE
         -------------
5.1      Neither party will in any  circumstances be liable to the other for any
         loss of any kind whatsoever including but not limited to any damages or
         abatement  of  Charges  whether  directly  or  indirectly  caused to or
         incurred  by the other  party by reason of any  failure or delay in the
         performance of its obligations  hereunder which is due to circumstances
         beyond the reasonable  control of the affected party including (without
         limitation)  acts of God or fire flood strike or labour  disputes civil
         commercial  sabotage  statute order or any regulation of any government
         public or local authority ("Force Majeure").

5.2      If  either  of the  parties  becomes  aware of  circumstances  of Force
         Majeure it will  forthwith  notify the other of the period  which it is
         estimated that the failure or delay will continue.

6.       INTELLECTUAL PROPERTY RIGHTS
         ----------------------------
         Replaced by Section 4.

7.       CONFIDENTIALITY
         ---------------
7.1      All information  made available to one party by the other party for the
         purpose of this Agreement  concerning its present  activities or future
         plans or actual or  potential  business  dealings or trade,  product or
         customer  information or information of a similar nature concerning any
         parent,  subsidiary or associated  concern of the  disclosing  party or
         obtained from the disclosing party's clients and this Agreement will be
         regarded as confidential except where such information is in the public
         domain, is already in the possession of the receiving party at the date
         hereof or comes into the  possession of the  receiving  party after the
         date  hereof  as  a  result  of  independent   research  or  legitimate
         disclosure by a third party.

7.2      The receiving party undertakes on behalf of itself and its staff not to
         disclose such information to any third party (other than when requested
         to do so in the discharge of its obligations to supply  information for
         parliamentary,  governmental or judicial purposes or under the rules or
         regulations  of any  applicable  stock  exchange)  nor to use it in any
         publication  at any time  during the term of this  Agreement  or in the
         five (5) years immediately following termination.

8.       HEALTH AND SAFETY HAZARDS
         -------------------------
8.1      Each Party will notify the other of any health and safety hazards which
         may arise in connection  with the performance of this Agreement and the
         party  notified  will  draw  these  hazards  to  the  attention  of its
         employees and sub-contractors or any persons engaged in the performance
         of this Agreement.

8.2      When working at AUCXIS CORP'S  premises EDS' personnel will comply with
         such rules,  regulations and requirements  (including those relating to
         access and security arrangements) as

(C) EDS LEGAL & CONTRACTS                                     3
<PAGE>

                            EDS TERMS AND CONDITIONS

         are in force  from time to time for the  conduct of  personnel  when at
         those premises and which have been notified in writing to EDS.

9.       TRANSFER AND SUB-CONTRACTING
         ----------------------------
         AUCXIS CORP will not assign, novate,  sub-contract or otherwise dispose
         of the Agreement in whole or in part without the prior written  consent
         of EDS.

10.      CHANGE REQUEST
         --------------
         This Agreement  constitutes the entire  agreement and  understanding of
         the parties and may only be varied or amended by  agreement  in writing
         of a duly  authorised  representative  of  AUCXIS  CORP and EDS.  Where
         AUCXIS CORP or EDS sees a need to change the  Services  AUCXIS CORP may
         at any time  request,  and EDS may at any time  recommend  such change.
         Neither party will unreasonably withhold its agreement to any change.

11.      TERMINATION
         -----------
         This  Agreement may be  terminated by either party  forthwith on giving
         notice in writing to the other if:

11.1     the other commits any material or persistent breach of any term of this
         Agreement and (in the case of a breach capable of being remedied) fails
         within 30 days  after the  receipt of a request in writing so to do, to
         remedy the breach;

11.2     the other party has a receiver or administrative  receiver appointed of
         it or over any part of its undertaking or assets or passes a resolution
         for  winding up (other  than for the  purposes of a bona fide scheme of
         solvent  amalgamation  or  reconstruction  ) or a  court  of  competent
         jurisdiction makes an order to that effect or if the other party enters
         into any voluntary arrangement with its creditors or becomes subject to
         an administration order.

11.3     Aucxis  Corp  may,  if it is  not  satisfied  with  the  EDS  services,
         terminate  the  Internet  Data Centre  hosting  agreement  upon 30 days
         written notice.

12.      GENERAL PROVISIONS
         ------------------

12.1     NOTICES
         -------
         Any notice or other communication to be given under this Agreement must
         be in writing  and may be  delivered  or sent by  pre-paid  first class
         letter post or facsimile transmission to the party to be served at that
         party's  last know  address.  In the case of EDS all  notices and other
         communication   must  be  marked  to  the  attention  of  the  "Company
         Secretary". Any notice or document will be deemed served: if delivered,
         at the time of delivery; if posted, 48 hours after posting; and if sent
         by facsimile transmission, at the time of transmission.

12.2.    SEVERABILITY
         ------------
         If any  provision  of  this  Agreement  is  held  invalid,  illegal  or
         unenforceable  for any reason by any court of  competent  jurisdiction,
         such  provision  will be severed and the  remainder  of the  provisions
         hereof will continue in full force and effect as if this  Agreement had
         been  executed  with the invalid,  illegal or  unenforceable  provision
         eliminated.  In the event of a holding of invalidity so  fundamental as
         to prevent the accomplishment of the purpose of this Agreement, EDS and
         AUCXIS CORP will immediately commence good faith negotiations to remedy
         such invalidity.

12.3     RELATIONSHIP
         ------------

(C) EDS LEGAL & CONTRACTS                                     4

<PAGE>

                            EDS TERMS AND CONDITIONS

         EDS and AUCXIS CORP  acknowledge and agree that this Agreement does not
         constitute,   create  or  give  effect  to  a  joint  venture,  pooling
         arrangement  principal/  agency  relationship,  partnership  or  formal
         business  organisation of any kind and neither EDS nor AUCXIS CORP will
         have the right to bind the other  without  the  other's  express  prior
         written consent.

12.4     NO SOLICITATION OF EMPLOYEES
         ----------------------------
         For  the  term  of  this  Agreement  and  for a  period  of six  months
         thereafter,  without  the prior  written  consent  of the other  party,
         neither party will either directly or indirectly solicit or entice away
         (or seek or attempt to entice  away) from the  employment  of the other
         party  any  person(s)  employed  (or any  person(s)  who  have  been so
         employed  in the  preceding  six months) by such other  party.  For the
         avoidance of doubt, this Clause will not apply to unsolicited responses
         to general recruitment advertising.

12.5     LAW AND JURISDICTION
         --------------------
12.5.1   This Agreement is made and construed in accordance with German Law.

12.5.2   In the event of any dispute  arising  between the parties in connection
         with this Agreement  which cannot be resolved by the parties  immediate
         contract  representatives,  senior representatives of the parties will,
         within  twenty-one  (21) days of a written request from either party to
         the other, meet in good faith to attempt to resolve the dispute without
         recourse to legal proceedings,  failing which this agreement is subject
         to the  exclusive  jurisdiction  of the  German  Courts  to which  both
         parties hereby submit.


(C) EDS LEGAL & CONTRACTS                                     5

<PAGE>

                            EDS TERMS AND CONDITIONS

                        SCHEDULE 1 - INCUBATION SERVICES
                        --------------------------------
                       THE SERVICES, CHARGES AND PAYMENTS
                       ----------------------------------

THE SERVICES
------------
DEFINITION OF THE SERVICES

The Services agreed to be provided by EDS are as listed in the attached document
[AUCXIS CORP & EDS INFORMATIONSTECHNOLOGIE & SERVICE GMBH, STATEMENT OF WORK AND
SERVICE LEVEL AGREEMENT].

COMMENCEMENT DATE
-----------------

The Commencement Date is: 1st of February 2001

ASSUMPTIONS/DEPENDENCIES
------------------------

The assumptions and  dependencies  have been described in detail in the attached
document [AUCXIS CORP & EDS INFORMATIONSTECHNOLOGIE & SERVICE GMBH, STATEMENT OF
WORK AND SERVICE LEVEL AGREEMENT].

FACILITIES
----------

The facilities supplied are described in detail in the attached document [AUCXIS
CORP & EDS INFORMATIONSTECHNOLOGIE & SERVICE GMBH, STATEMENT OF WORK AND SERVICE
LEVEL AGREEMENT].

CHARGES
-------

The charges are described in detail in the attached  document [AUCXIS CORP & EDS
INFORMATIONSTECHNOLOGIE  & SERVICE  GMBH,  STATEMENT  OF WORK AND SERVICE  LEVEL
AGREEMENT].


(C) EDS LEGAL & CONTRACTS                                     6
<PAGE>

                            EDS TERMS AND CONDITIONS

            AUCXIS CORP & EDS INFORMATIONSTECHNOLOGIE & SERVICE GMBH
                           DEFINITION OF THE SERVICES

The "Transaction":

1.       CONSULTING SERVICES

         Sales &  Marketing,  Whereby  EDS  will  perform  Sales  and  marketing
         activities  within their existing client base,  using their channels to
         market in accordance with the  Go-To-Market  strategy  developed by EDS
         for Aucxis Corp within the first phase of the consultancy engagement.

         These channels are listed below:

         EDS x-LOB Management:

         |X|      Divisional
         |X|      Regional
         EDS Global Industry Groups:
         |X|      Communications
         |X|      Energy
         |X|      Financial
         |X|      Government
         |X|      Health Care
         |X|      Manufacturing and Retail
         |X|      Transportation
         EDS x-LOB Sales community:
         |X|      Client Sales Executives
         |X|      Client Executives
         |X|      A.T. Kearney Vice President's
         |X|      Indirect Channels
         |X|      Partners and Strategic Alliances

2.       INCUBATION  SERVICES,  pursuant  to  which  EDS will  host  the  Aucxis
         Collateral  Management  Utility,  build,  customise  and host other web
         based  applications,  including  the AUCXIS  CORP'S  Market  Place;  in
         accordance  with  the  Terms  and  Conditions  of the  web-hosting  and
         infrastructure  proposal  agreed by Aucxis.  This  contract will act as
         guaranteed  income  to EDS from  Aucxis  for the  Sales  and  Marketing
         activities conducted by EDS on behalf of Aucxis. Payment, together with
         the applicable Value Added Tax, will be made within thirty (30) days of
         receipt by Aucxis Corp of a valid  invoice from EDS.  Late payment will
         bear interest at the rate of 2% above the base rate in Germany.

3.       RESELLER,  pursuant to which EDS will resell the services of the Aucxis
         eFinance Platform (on-line, service line and body shop);

4.       RESELLER,  pursuant  to which  AUCXIS  CORP will  resell  certain  EDS'
         services to AUCXIS CORP'S customers (including and not confined to, EDS
         and  A.T.  Kearney  consulting  services  for  client  integration  and
         customisation, web-hosting and infrastructure services).

Through  the  integration  of the  Aucxis  eFinance  Platform  into a  suite  of
Financial Services product offerings, EDS targets to generate $100 Million US in
transactional  revenue over 5 years to Aucxis


(C) EDS LEGAL & CONTRACTS                                     7
<PAGE>

                            EDS TERMS AND CONDITIONS

through  the  provisioning  of  the  eFinance  platform  services.  The  parties
anticipate allocating such revenue 70% to Aucxis and 30% to EDS.

If Aucxis  and EDS agree to  perform  additional  services,  Aucxis and EDS will
enter into specific  contracts for such services,  and such additional  services
will be carried out under the standard EDS  contractual  terms and on a Time and
Material basis.