EXHIBIT 10.8

I-PROVED                                                          IST-2001-33332

Contract creation date : 10/01/02 14/48                   [CETO 2.0.17][Doc 1.2]
                                              12-1999-01006-01-06-EN-TRA-00 (FR)





                     COMMISSION OF THE EUROPEAN COMMUNITIES

                     DIRECTORATE-GENERAL INFORMATION SOCIETY





                                The IST Programme



          Accompanying Measures specific to technology take-up measures

                             Cross Programme Themes

                          Action Line : IST-2001-5.1.5

                                    I-PROVED

      Interoperable Platform Relying On VocaliD Engineering and Deployment


                         Contract Number IST-2002-33332


                                       1
<PAGE>



                           CONTRACT No IST-2001-33332


The European Community ("the  Community"),  represented by the Commission of the
European Communities ("The Commission"), itself represented for the signature of
this contract by Robert Verrue,  Director-General for Information Society or his
Duly authorised representative,

Of the one part

And

-    ELVA S.A.  (ELVA  S.A.)  ("the  coordinator"),  established  in France - 72
     AVENUE EDOUARD  VAILLANT,  92100 BOULOGNE  BILLANCOURT,  represented by its
     legal/statutory representative[s], SERGE PARIENTI, MANAGING DIRECTOR and/or
     PATRICK MISKO, PRESIDENT or his/her/their authorized representative[s],

-    ECEBS LIMTED  (ECEBS),  established  in UNITED  KINGDOM - ECEBS  HOUSE,  68
     DODOBCROFT  ROAD,   MILLHOUSES   SHEFFIELD  S7  2LS,   represented  by  its
     legal/statutory  representative[s],  MR DAVID BRADDOCK,  MANAGING  DIRECTOR
     and/or MR STEVEN  NAYLOR,  FINANCE  DIRECTOR  or  his/her/their  authorized
     representative[s],

-    AURIGAE S.A.  (AURIGAE),  established in SPAIN - JOSE ECHEGARAY,  10 BLOQUE
     4-2(degree),  28100 ALCOBENDAS (MADRID), represented by its legal/statutory
     representative[s], MR JUAN MANUEL GOMEZ NACARINO, GENERAL MANAGER and/or MS
     GALIA   GOMEZ,    MARKETING    DIRECTOT   or    his/her/their    authorized
     representative[s],

-    JET  MULTIMEDIA  HOSTING (JET  MULTIMEDIA),  established in France - 51 RUE
     MONTGOLFIER,   69006   LYON   06,   represented   by  its   legal/statutory
     representative[s],   MR  BRUNO   LAURENT,   DEPUTY   DIRECTOR   GENERAL  or
     his/her/their authorized representative[s],

-    ORGANISATION  RECONSTRUCTION TRAVAIL (ORT FRANCE),  established in France -
     10,  VILLA  D4EYLAU,  75116  PARIS,   represented  by  its  legal/statutory
     representative[s], DR GUY SENIAK, MANAGER DIRECTOR and/or PROF MARC TIMSIT,
     FINANCIAL MANAGER or his/her/their authorized representative[s],

-    LAKE HOLDING LIMITED (LAKE HOLDINGS), established in IRELAND - BEECH HOUSE,
     GREENHILLS ROAD,  TALLAGHT/DUBLIN  24,  represented by its  legal/statutory
     representative[s],  MR CAOIMHIN O'LAOI,  CHIEF FINANCIAL  OFFICER and/or MS
     MAIRE    CRONIN,    FINANCE    MANAGER    or    his/her/their    authorized
     representative[s],

-    DUCASSE ON LINE  (DUCASSE),  established  in France - 51  BOULEVARD  BIRON,
     93400  ST  OUEN,  represented  by  its  legal/statutory  representative[s],
     FRANCOIS DE LA BROSSE or his/her/their authorized representative[s],


                                       2
<PAGE>


-    PROBATIO (PROBATIO), established in France - 35, RUE DU PRE LA REINE, 63100
     CLERMONT  FERRAND,  represented by its  legal/statutory  representative[s],
     LAURENT ALONZO, PRESIDENT or his/her/their authorized representative[s],

-    TECHNOLOGIES  NOUVELLES & SYSTEMES  D'INFORMATION  (TNSI),  established  in
     France - 19 ALLEE DES COTTAGES, 78210 SAINT CYR L'ECOLE, represented by its
     legal/staturory   representative[s],   MR   OLIVIER   ROIDOR,   MANAGER  or
     his/her/their authorized representative[s],

-    NEUROCOM  (NEUROCOM),  established  in France - 20 RUE DE  L'EGLISE,  92200
     NEUILLY SUR SEINE,  represented by its  legal/statutory  representative[s],
     MICHEL GERARD, CEO or his/her/their authorized representative[s],

-    ZNZ GROUP (ZNZ  GROUP),  established  in France - 40 RUE  DAMREMONT,  75018
     PARIS 18, represented by its legal/statutory representative[s], FRANCOIS DE
     LA    BROSSE,    PRESIDENT    DIRECTOR    or    his/her/their    authorized
     representative[s],  (collectively "the principal contractor"); of the other
     part, (collectively "the contracting parties")

HAVE  AGREED to a project  called  "Interoperable  Platform  Relying  On VocaliD
Engineering  and  Deployment" to be carried out in the framework of the specific
programme for  research,  technological  development  and  demonstration  on the
user-friendly  information  society  (1998-2002),  (the  "IST  Programme")  (the
"specific programme") according to the following provisions.


Article 1- Scope

1.   The principal  contractors1  shall carry out the work set out in Annex I to
     this contract up to the last milestone specified in Annex I ("the project")
     in accordance with the conditions set out in this contract.

     Subject to cases of force  majeure,  the  principal  contractors  shall use
     reasonable  endeavours  to achieved  the  results  aimed at the project and
     shall carry it out jointly and severally vis-a-vis the Community

2.   Without prejudice to the first paragraph, principal contractors may entrust
     the  performance of part of the work set out in Annex I to this contract to
     members in accordance  with the  conditions of Article 5 of the Annex II to
     this  contract.  Members shall use  reasonable  endeavours to carry out the
     part of the project that is specifically assigned to them.

-------
1    The terms in italics are used in accordance  with the  definition  given in
     Article 1 of Annex II to this contract.


                                       3
<PAGE>



     The principal contractors shall be technically and financially  responsible
     for their members in accordance  with the terms and  conditions  set out in
     Articles 5, 17 and 18 of Annex II to this  contract  and in the  membership
     agreement.


Article 2 - Duration

1.   The  duration of the  project  shall be 18 months from the first day of the
     month after the last signature of the contracting parties.

2.   This  contract  shall enter into force  following  its signature by all the
     contracting parties.

This  contract  shall be  completed  on the  date of the  final  payment  of the
Community's financial contribution. However,

-    Articles 5,6 and 8 of this contract,

-    Article 2(1),  first  subparagraph,  points (a), (e), (f), and (g), Article
     2(2) (d),  (e) and (i),  Article  3(4) and (5),  Article  4(5),  Article 6,
     Articles 9 to 12 and Articles 16 and 17 of Annex II to this contract

Shall continue to apply after that date subject to any limitations  specified in
those Articles.


Article 3 - Estimated costs and maximum financial contribution of the Community

1.   The total  estimated  eligible  costs of the project are EUR 1,960,421 (ONE
     MILLION NINE HUNDRED SIXTY THOUSAND FOUR HUNDRED TWENTY euro).

2.   The  Community  shall fund the eligible  costs of the project in accordance
     with the table setting out the maximum rate of the  Community  contribution
     to the eligible  costs by category of costs2 which  follows the  signatures
     affixed to this contract up to a maximum of EUR 1,154,000  (ONE MILLION ONE
     HUNDRED FIFTY-FOUR THOUSAND euro).

3.   The  Community's  financial  contribution  to the project  shall be paid as
     specified  in Article 3 of Annex II to this  contract to the  coordinator's
     following bank account:

      Beneficiary name:    ZNZ GROUP
      Bank:                BANQUE OBC ODIER BUNGENER COURVOISIER
      Address:             57, AVENUE D'IENA, PARIS, France
      Account Number:      40798000011210660000174
      Payment Reference    .............  IST-2001-33332



------------------
2    In accordance with Annex III to Council Decision  1999/168/EC of 25 january
     1999 adopting a specific programme for research,  technological development
     and demonstration on a user-friendy  information society (1998-2002),  OJ L
     64, 12.3 1999, p.20.

                                       4
<PAGE>


The  initial  advance  for the  project is fixed at EUR  461,600  (FOUR  HUNDRED
SIXTY-ONE THOUSAND SIX HUNDRED euro).

It shall be distributed  among the principal  contractors in accordance with the
indications  laid  down  in the  table  which  follows  the  signatures  to this
contract.

The total  amount of the initial  advance and the  periodic  payments  shall not
exceed the maximum amount of the Community's financial  contribution referred to
in  paragraph 2 of this  Article,  less a  guarantee  retention.  The  guarantee
retention shall be 15% of the maximum amount of that contribution.


Article 4 - Project  deliverables and summary statements of amounts  transferred
by the coordinator to be submitted to the Commission

1.   3 copies of the  reports  and of the cost  statements  required  under this
     contract shall be submitted by the coordinator in accordance with Article 4
     of Annex II to this contract. The reports shall be in English.

     Annex I to this  contract  shall  determine  the  number of copies  and the
     language of drafting of the other project deliverables.

2.   The  periodic  and final  report(s),  the  corresponding  cost  statements,
     including  each  integrated  cost  statement,  as well as each  summary  of
     amounts  transferred to the principal  contractors by the coordinator shall
     cover successive of the 9 months from the project commencement date.

     Where the work is completed  before the end of the duration of the project,
     the final report(s) and the  corresponding  cost statements,  including the
     integrated  cost  statement,  as well as the summary  statement  of amounts
     transferred to the principal contractors by the coordinator shall cover the
     period ending on that date.

     However,  and without prejudice to the first or second subparagraph of this
     paragraph,  the last cost statement of the  coordinator  and the integrated
     cost  statement  shall also cover the period  necessary for the drafting of
     the final  report(s)  within the maximum time limit of two months as of the
     end of the duration of the project.

     The other project  deliverables  shall cover the periods set out in Annex I
     to this contract.


Article 5 - Applicable law and jurisdiction

1.   The law of BELGIUM shall govern this contract.

2.   The Court of first Instance of the European Communities and, in the case of
     an appeal, the Court of Justice of the European Communities shall have sole
     jurisdiction to hear any disputes  between the Community,  on the one hand,
     and the principal contractors,  on the other hand, as regards the validity,
     the application or any interpretation of this contract.


                                       5
<PAGE>


Article 6 - Special conditions

In  addition  to the  special  conditions  set out in Annex III,  the  following
conditions shall apply to this contract:

6.1  On the  date  of  signature  of this  contract,  "Associated  State"  means
     Bulgaria,  the Czech Republic,  the Republic of Cyprus,  Estonia,  Hungary,
     Iceland, Israel, Latvia, Liechtenstein, Lithuania, Norway, Poland, Romania,
     Slovakia and Slovania.

     Subject to its final conclusion,  the association agreement signed with the
     Swiss Confederation is expected to enter into force on 1 January 2001.

6.2  Insert at the end of Article 3 (2) of this  contract:  "Where the  eligible
     costs of the project are lower than the total  estimated  eligible costs of
     the project, the financial contribution from the Community shall be limited
     to  the  sum   calculated  by   application   of  the  rates  of  financial
     participation  set in the table of  indicative  breakdown of the  estimated
     eligible costs which follows the signatures to this contract."

6.3  The second  sentence of the second  subparagraph of article 3 (1) point (b)
     of Annex II to this contract shall be replaced by the following: "When each
     periodic  payment is made, an amount  equivalent  to the  percentage of the
     total  Community   contribution  paid  as  the  initial  advance  shall  be
     retained."

6.4  Notwithstanding  the second  sentence of the first  subparagraph of Article
     5(1)  of  Annex  II  to  this  contract,   no  coordination  tasks  may  be
     subcontracted under this contract.

6.5  The  following  is added to  Article 6 of Annex II to this  contract:  "The
     participants  shall bear sole  responsibility for assessing that the use of
     acronyms  within the framework of this contract,  including but not limited
     to the acronyms  within the framework of this  contract,  including but not
     limited  to the  acronyms  of  the  project,  does  not  infringe  existing
     trademarks, registered patents and other similar rights."

6.6  Where a principal contractor having successfully its obligations  withdraws
     from the project before the termination date of the contract, in accordance
     with either the  provision  of Annex I or with Article 7.2 point (b) of the
     Annex  II to  this  contract,  the  final  payment  to the  said  principal
     contractor  shall  include the  guarantee  retention  of 15% of the maximum
     amount  of the  Community  financial  contribution  to the  said  principal
     contractor.

6.7  Insert at the end of Article 14(7) of Annex II to this contract: "The costs
     of protection of the knowledge and a measures to demonstrate  the potential
     for  exploitation of the knowledge shall also exclude the costs of creating
     and marketing a product and process and the costs of creating and providing
     a service."

6.8  The  participant   ORGANISATION   RECONSTRUCTION  TRAVAIL  may  conclude  a
     subcontract with the following legal entities:

        - WEBITY and
        - WOL
        - TISCALI

The above-mentioned subcontracts shall be approved by the Commission.


                                       6
<PAGE>


6.9  For the purposes of this contract, ELVA S.A. and ZNZ GROUP, acting in close
     cooperation,  shall  ensure  scientific  coordination  of the  project  and
     administrative and financial coordination of the project respectively.

The scientific coordinator shall perform the following obligations:

     -    scientific monitoring of the project ;

     -    drafting of reports and  verification  of the data  submitted for this
          pupose by the  principal  contractors  and of the  corresponding  cost
          statements ;

     -    formalities  prior to  termination  of  participation  of a  principal
          contractor.

The  administrative  and  financial  coordinator  shall  perform  all the  other
obligations incumbent upon the coordinator,  especially those set out in Article
2 (1) of Annex II to this contract.

All documents  sent by the  Commission  in connection  with the project shall be
addressed to the administrative and financial coordinator.

Article 4 (2)  subparagraph 3 of this contract and Article 2 (1)  subparagraph 2
of Annex II to this contract  shall apply to the scientific  coordinator  and to
the administrative and financial coordinator.

Only the administrative and financial coordinator can charge to the contract the
administrative  and  financial  coordination  costs set out in Article14  (9) of
Annex II to this contract.


Article 7 - Amendments

This  contract,  including the Annexes  thereto,  may be amended only by written
agreement between the authorised  representatives of the contracting parties. No
verbal agreement may be binding on the contracting parties for this purpose.

Any request for amendment must be received by the Commission at least two months
before the expiry of the duration of the project.


Article 8 - Final provisions

1.   The following annexes are an integral part of this contract:

      Annex I - Description of work

      Annex II - General conditions

      Annex III - Special conditions for the IST Programme


                                       7
<PAGE>


2.   In the event of any  conflict  between  Annex I and the other  provision of
     this contract, the latter shall take precedence.

3.   The  special  conditions  set out in  Article  6 of and  Annex  III to this
     contract shall take precedence over any other provisions.


Article 9 - Signature and language of the contract

Two copies of the contract in English shall be signed by the contracting parties
and only that language version shall be authentic.



     Done at Brussel,



On behalf of:     ELVA S.A. (ELVA S.A.)

Name:             SERGE PARIENTI
Title:            MANAGING DIRECTOR


Signature:        /s/ Serge Parienti




Name:             PATRICK MISKO
Title:            PRESIDENT


Signature:        /s/ Patrick Misko




                                            (stamp of the organisation)

On behalf of the Commission:

Name: (written out in full)
Title:   Authorized representative of Robert Verrue General Director


Signature:    /s/ George Metakides


Date:    5/2/2002