Exhibit 10(v)


                            INVESTMENT BANKING RIDER

This Agreement (the  "Agreement") is dated April 18, 2000 and is entered into by
and between CAPITA RESEARCH GROUP, INC. (hereinafter "CEEG" or "CLIENT") and THE
CHARTERBRIDGE  FINANCIAL GROUP, INC.  (hereinafter "CFG"), and is a rider to the
Agreement for Financial Public Support/Retail  Support of same date entered into
between the parties.

1.  CONDITIONS.  This  Agreement  will not  take  effect,  and CFG will  have no
obligation to provide any service whatsoever,  unless and until CLIENT returns a
signed copy of this  Agreement  to CFG (either by mail or  facsimile  copy).  In
addition,  CLIENT  shall be  truthful  with CFG in  regard  to any  relevant  or
material  information  provided by CLIENT,  verbally or otherwise  which refers,
relates,  or otherwise pertains to the CLIENT's business,  this Agreement or any
other  relevant  transaction.  Breach  of either  of these  conditions  shall be
considered  a  material  breach  and will  automatically  grant CFG the right to
terminate  this  Agreement  and all  monies  paid  or  owing  as of the  date of
termination by CFG shall be forfeited without further notice.

Agreed, CLIENT'S INITIALS: DBH
                           ---

Upon execution of this  Agreement,  CLIENT agrees to fully cooperate with CFG in
carrying  out  the  purposes  of  this  Agreement,  keep  CFG  informed  of  any
developments  of importance  pertaining  to CLIENT's  business and abide by this
Agreement in its entirety.

2.       SCOPE AND DUTIES.  During the term of this Agreement,  CFG will perform
         the following services for CLIENT:

         2.1      Advice  and  Counsel.  CFG will  provide  advice  and  counsel
                  regarding  CLIENT's  strategic  business and financial  plans,
                  strategy and  negotiations  with potential  lenders/investors,
                  joint  venture,   corporate   partners  and  others  involving
                  financial and financially-related transactions.

         2.2      Mergers  and  Acquisitions.  CFG will  provide  assistance  to
                  CLIENT,  as mutually  agreed,  in identifying  merger and / or
                  acquisition   candidates,   assisting  in  any  due  diligence
                  process,  recommending  transaction terms and providing advice
                  and assistance during negotiations, as needed.

         2.3.     Introductions   to  the  Investment   Community.   CFG  has  a
                  familiarity or association  with numerous  broker/dealers  and
                  investment  professionals  across the  country and will enable
                  contact between CLIENT and/or CLIENT's affiliate to facilitate
                  business  transactions  among them. CFG shall use its contacts
                  in the brokerage  community to assist  CLIENT in  establishing
                  relationships  with private  equity capital  sources  (venture
                  capital, etc.) and securities dealers while providing the most
                  recent  information  about  CLIENT  to  interested  securities
                  dealers on a regular and  continuous  basis.  CFG  understands
                  that this is in keeping with CLIENT's business  objectives and
                  plan to market CLIENT's  business or project to the investment
                  community.
<PAGE>

         2.4      CLIENT and/or  CLIENT's  Affiliate  Transaction Due Diligence.
                  CFG will  participate  and assist  CLIENT in the due diligence
                  process,  as needed,  on all proposed  financial  transactions
                  affecting  CLIENT  of which  CFG is  notified  in  writing  in
                  advance,  including conducting  investigation of and providing
                  advice  on  the   financial,   valuation   and   stock   price
                  implications of the proposed transaction(s).

         2.5      Ancillary Document Services. If necessary, CFG will assist and
                  cooperate  with  CLIENT  in  the   development,   editing  and
                  production of such  documents as are  reasonably  necessary to
                  procure the agreed upon capital.  These  documents may include
                  an  investment  marketing  memorandum,  or other  documents as
                  necessary.  However,  this  Agreement  will  not  include  the
                  preparation or procuring of legal documents or those documents
                  normally prepared by an attorney.

         2.6      Additional  Duties.  CLIENT and CFG shall mutually  agree,  in
                  writing,  for any  additional  duties  that CFG may provide to
                  CLIENT for  compensation  paid or payable by CLIENT under this
                  Agreement.  Although  there is no  requirement  to do so, such
                  additional agreement(s) may be attached hereto and made a part
                  hereof  by  written  amendments  to be  listed  as  "Exhibits"
                  beginning with "Exhibit A" and initialed by both parties.

         2.7      Standard  of  Performance.  CFG  shall  devote  such  time and
                  efforts  to  the  affairs  of  the  CLIENT  as  is  reasonably
                  necessary  to  render  the  services   contemplated   by  this
                  Agreement.  Any work or task of CFG  provided for herein which
                  requires CLIENT to provide  certain  information to assist CFG
                  in  completion  of the work shall be excused  (without  effect
                  upon any  obligation  of CLIENT) until such time as CLIENT has
                  fully provided all information  and cooperation  necessary for
                  CFG to  complete  the  work.  The  services  of CFG  shall not
                  include the rendering of any legal opinions or the performance
                  of any work that is in the  ordinary  purview  of a  certified
                  public accountant, or other licensed professional.  CFG cannot
                  guarantee   results  on  behalf  of  CLIENT,   but  shall  use
                  commercially  reasonable  efforts in  providing  the  services
                  listed above.  If an interest is communicated to CFG regarding
                  satisfying all or part of CLIENT's  financial needs, CFG shall
                  notify  CLIENT and advise it as to the source of such interest
                  and any terms and conditions of such  interest.  CFG's duty is
                  to  "introduce  and  market"   CLIENT's   funding  request  to
                  appropriate  funding  sources.  CFG  will  in no way  act as a
                  "broker-dealer"   under  state  or  federal  securities  laws.
                  Because  all  final  decisions  pertaining  to any  particular
                  investment are to be made by CLIENT, CLIENT may be required to
                  communicate directly with potential funding sources.
<PAGE>

         2.8      Non-Guarantee. CFG MAKES NO GUARANTEE THAT CFG WILL BE ABLE TO
                  SUCCESSFULLY  MARKET AND IN TURN  SECURE A LOAN OR  INVESTMENT
                  FINANCING FOR CLIENT, OR TO SUCCESSFULLY  PROCURE SUCH LOAN OR
                  INVESTMENT  WITHIN CLIENT'S DESIRED  TIMEFRAME OR TO GUARANTEE
                  THAT IT WILL SECURE ANY LOAN OR  INVESTMENT  FINANCING  WITH A
                  SPECIFIC  OR MINIMUM  RETURN,  INTEREST  RATE OR OTHER  TERMS.
                  NEITHER  ANYTHING IN THIS  AGREEMENT  TO THE  CONTRARY NOR THE
                  PAYMENT  OF  DEPOSITS  TO  CFG  BY  CLIENT   PURSUANT  TO  FEE
                  AGREEMENTS  FOR  SERVICES  NOT  CONTEMPLATED  HEREIN  SHALL BE
                  CONSTRUED AS ANY SUCH  GUARANTEE.  ANY COMMENTS MADE REGARDING
                  POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOME
                  OF CLIENT'S  FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY,
                  AND FOR PURPOSES OF THIS AGREEMENT ARE SPECIFICALLY DISAVOWED.
                  CLIENT  ACKNOWLEDGES  AND  AGREES IT IS NOT  REQUIRED  TO MAKE
                  EXCLUSIVE USE OF CFG FOR ANY SERVICES OR DOCUMENTATION  DEEMED
                  NECESSARY  FOR THE  PURPOSE OF SECURING  INVESTMENTS.  CFG HAS
                  MADE NO SUCH  DEMANDS  IN ORDER  FOR  CLIENT'S  PROJECT  TO BE
                  MARKETED  UNDER  THE  TERMS OF THIS  AGREEMENT.  CFG  HOLDS NO
                  EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT.

                  Agreed, CLIENT INITIALS:  DBH
                                            ---

3.       Compensation to CFG.

3.1  CEEG will pay for services  described  herein.  The fees shown below (which
     summarize  those  outlined in 3.2,  3.3 and 3.4 below)  shall be payable as
     follows:

A]  INITIAL  PAYMENT  DUE  UPON  ACCEPTANCE  OF THIS  INVESTMENT  BANKING  RIDER
AGREEMENT:
         = 40,000 UNREGISTERED CEEG SHARES

B] 5% Commission on successful Capital Formation (DIRECT INVESTMENT) AND MERGERS
/ACQUISITIONS

         1] In  addition,  in the event of a  successful  merger or  acquisition
transaction,  CFG shall  receive  3% of the value of any  combined,  merged,  or
surviving  entity  (whichever is larger) in the form of the  surviving  entity's
free trading stock.

C] DUE ON AUGUST 1, 2000              = 40,000 UNREGISTERED CEEG SHARES

D] DUE IN NOVEMBER 1, 2000            = 40,000 UNREGISTERED CEEG SHARES

E] DUE IN FEBRUARY 1, 2001            = 40,000 UNREGISTERED CEEG SHARES
<PAGE>

CEEG shall have no  obligation  to make the payments  listed in Section  3.1(C),
(D), and (E) if this  Agreement is  terminated  prior to the dates such payments
become due. CEEG understands that such amounts shall become due on such dates as
long as this  Agreement  has not been  terminated,  and CEEG will continue to be
responsible  for such amounts after  termination  of this  Agreement  until such
amounts are paid.

NOTE: CFG SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES  PROVIDED FOR HEREIN IF
PAYMENT  [CASH  AND/OR  STOCK] IS NOT  RECEIVED  BY CFG  WITHIN 7 DAYS OF MUTUAL
EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, CFG'S OBLIGATIONS UNDER
THIS  AGREEMENT  SHALL BE SUSPENDED IF ANY PAYMENT OWING  HEREUNDER IS MORE THAN
FIFTEEN  (15) DAYS  DELINQUENT.  FURTHERMORE,  THE RECEIPT OF ANY FEES [CASH AND
STOCK] DUE TO CFG UPON EXECUTION OF THIS  AGREEMENT ARE NOT CONTINGENT  UPON ANY
PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED WITHIN THIS AGREEMENT.

3.2      REGISTRATION OF SHARES. CFG shall have `piggy-back' registration rights
for  all  shares  issued  in  accordance   with  this   agreement.   Appropriate
registration shall be delivered to CFG within 3 business days of filing.

3.3 Fees for Direct Investment,  Merger/Acquisition. In the event that CFG, on a
non-exclusive basis,  introduces CLIENT or a CLIENT affiliate to any third party
funding  source(s),  underwriter(s),  merger  partner(s) or joint venture(s) who
then  enters  into a funding,  underwriting,  merger,  joint  venture or similar
agreement  with CLIENT or CLIENT's  affiliate,  CLIENT  hereby agrees to pay CFG
advisory  fees  pursuant  to the  following  schedule  which  are  based  on the
aggregate amount of such funding, underwriting, merger, joint venture or similar
agreement with CLIENT or CLIENT's affiliate. Advisory fees are deemed earned and
shall be due and  payable at the first  close of the  transaction,  however,  in
certain  circumstances when payment of advisory fees at closing is not possible,
within 24 hours after CLIENT has received the proceeds of such investment.  This
provision  shall  survive  this  Agreement  for  a  period  of  one  year  after
termination or expiration of this  Agreement.  In other words,  the advisory fee
shall be  deemed  earned  and due and  payable  for any  funding,  underwriting,
merger, joint venture or similar transaction which first closes within a year of
the  termination or expiration of this Agreement as a result of an  introduction
as set  forth  above.  CFG shall  also be  entitled  to 50.0% of the  investment
marketing fee outlined in paragraph 3.3 A or B below in connection  with any and
all  investment  offers from CLIENT or any other  source  (not  including  those
introduced by CFG) when CFG is invited to participate or assist in negotiations.

                  Agreed, CLIENT INITIALS: ________________

                  A.       Direct  Investment.  For a direct  investment made in
                           CLIENT by a third party investor either introduced to
                           CLIENT by CFG or which contacted CLIENT directly as a
                           result  of  CFG's  efforts,  CLIENT  shall  pay CFG a
                           finder'  s fee of 5.0 % of  total  investment  amount
                           received by CLIENT from the third party investor.
<PAGE>

                  B.       Merger/Acquisition.  For a merger/acquisition entered
                           into by CLIENT as a result of the  efforts  of, or an
                           introduction   by  CFG   during   the  term  of  this
                           Agreement,  Client  shall  pay CFG 5.0% of the  total
                           value of the  transaction.  The 5.0% shall be paid in
                           cash   upon   the   date  of  the   closing   of  the
                           merger/acquisition.  Additionally,  (i) if  stock  is
                           used  as  part  or all of  the  consideration  in the
                           transaction,  CFG shall receive  freely trading stock
                           equivalent   to  10%  of  the  stock  (used  for  the
                           transaction) upon close of transaction, and (ii) upon
                           close of a  successful  merger  or  acquisition,  CFG
                           shall receive 3% of the value of the combined, merged
                           or surviving entity (whichever is larger) in the form
                           of the surviving entity's free trading stock.

                           THE FEES PROVIDED FOR IN SECTIONS 3.2 AND 3.3 ARE NOT
                           INTENDED  TO AND WILL NOT APPLY  CUMULATIVELY  TO THE
                           SAME  FUNDING;  HOWEVER,  EACH MAY APPLY TO DIFFERENT
                           PORTIONS  OF  A  TRANSACTION   COMPRISING   DIFFERENT
                           FUNDING SOURCES.

         3.4      Expenses. If CLIENT accepts any investment provided under this
                  Agreement,  CLIENT shall reimburse CFG for reasonable expenses
                  incurred in performing  its duties  pursuant to this Agreement
                  (including    printing,    postage,    express   mail,   photo
                  reproduction, travel, lodging, and long distance telephone and
                  facsimile charges);  provided,  however, that CFG must receive
                  prior written approval from CLIENT for any expenses over $500.
                  Such  reimbursement  shall be  payable  within 24 hours  after
                  CLIENT's receipt of CFG invoice for same.

         3.5      Additional Fees.  CLIENT and CFG shall mutually agree upon any
                  additional fees that CLIENT may pay in the future for services
                  rendered  by  CFG  under  this   Agreement.   Such  additional
                  agreement(s)  may,  although there is no requirement to do so,
                  be  attached  hereto  and  made  a  part  hereof  as  Exhibits
                  beginning with Exhibit A.

         3.6      Interest  on Funds  Due.  CLIENT  shall  pay  interest  on all
                  payments in arrears due CFG, at the rate of one percent (1.0%)
                  per each thirty (30) days after payment is first due.

         3.7      Investment Source(s)  Disclosure.  It is fully understood that
                  in some cases  CFG's  investment/lending  sources  are sources
                  that may be public  sources which may  independently  approach
                  CLIENT  without the  assistance of CFG. CFG makes no claims to
                  have  special  relationships  with  sources  and  is not to be
                  considered  as  having  any   capabilities  of  expediting  or
                  `pushing'  CLIENT's case through any approval channels outside
                  the norm of any  request of this type.  The sources in the CFG
                  database   are   sources   compiled   by  CFG   from   created
                  relationships  as well as lists purchased or requested for the
                  purpose of building a comprehensive  lender/investor marketing
                  service.

                  Agreed, CLIENT INITIALS:  DBH
                                            ---
<PAGE>

4.       Indemnification.  The CLIENT agrees to indemnify and hold harmless CFG,
         each of its officers, directors, employees and shareholders against any
         and all liability,  loss and costs, expenses or damages,  including but
         not limited to, any and all expenses whatsoever  reasonably incurred in
         investigating, preparing or defending against any litigation, commenced
         or threatened, or any claim whatsoever or howsoever caused by reason of
         any injury (whether to body,  property,  personal or business character
         or  reputation)  sustained  by any person or to any person or property,
         arising out of any act, failure to act, neglect,  any untrue or alleged
         untrue statement of a material fact or failure to state a material fact
         which thereby makes a statement  false or misleading,  or any breach of
         any material  representation,  warranty or covenant by CLIENT or any of
         its agents,  employees,  or other  representatives.  Nothing  herein is
         intended to nor shall it relieve  either party from  liability  for its
         own willful act, omission or negligence.  All remedies provided by law,
         or in equity shall be cumulative and not in the alternative.

         CFG agrees to indemnify and hold harmless CLIENT, each of its officers,
         directors,  employees and  shareholders  against any and all liability,
         loss and costs, expenses or damages,  including but not limited to, any
         and all  expenses  whatsoever  reasonably  incurred  in  investigating,
         preparing or defending against any litigation, commenced or threatened,
         or any claim  whatsoever  or  howsoever  caused by reason of any injury
         (whether  to  body,   property,   personal  or  business  character  or
         reputation)  sustained  by any  person or to any  person  or  property,
         arising out of any act, failure to act, neglect,  any untrue or alleged
         untrue statement of a material fact or failure to state a material fact
         which thereby makes a statement  false or misleading,  or any breach of
         any material representation,  warranty or covenant by CFG or any of its
         agents, employees, or other representatives. Nothing herein is intended
         to nor shall it relieve either party from liability for its own willful
         act, omission or negligence. All remedies provided by law, or in equity
         shall be cumulative and not in the alternative

5.       CLIENT  Representations.   CLIENT  hereby  represents,   covenants  and
         warrants to CFG as follows:

         5.1      Authorization.  CLIENT and its  signatories  herein  have full
                  power and authority to enter into this  Agreement and to carry
                  out the transactions contemplated hereby.

         5.2      No  Violation.  Neither  the  execution  and  delivery of this
                  Agreement   nor   the   consummation   of   the   transactions
                  contemplated  hereby will violate any provision of the charter
                  or by-laws of CLIENT, or violate any terms of provision of any
                  other  material  agreement  to which  CLIENT is a party or any
                  applicable statute or law.

         5.3      Contracts in Full Force and Effect. All contracts, agreements,
                  plans,  leases,  policies  and  licenses to which  CLIENT is a
                  party are valid and in full force and effect.

         5.4      Litigation.  Except as set in  Schedule 1 attached  hereto (if
                  necessary),  there is no action, suit, inquiry,  proceeding or
                  investigation  by or before any court or governmental or other
                  regulatory or administrative  agency or commission pending or,
                  to  the  best  knowledge  of  CLIENT,  threatened  against  or
                  invoking CLIENT, or which questions or challenges the validity
                  of this  Agreement  or its subject  matter and CLIENT does not
                  know or have any  reason  to know of any  valid  basis for any
                  such action, proceeding or investigation.
<PAGE>

         5.5      Consents. No consent of any person, other than the signatories
                  hereto,  is necessary to the  consummation of the transactions
                  contemplated hereby, including,  without limitation,  consents
                  from parties to loans,  contracts,  lease or other  agreements
                  and consents  from  governmental  agencies,  whether  federal,
                  state, or local.

         5.6      CFG  Reliance.  CFG has and  will  rely  upon  the  documents,
                  instruments,  their contents and any other written information
                  furnished  to  CFG  by  CLIENT,  its  officers  or  designated
                  employees.

         5.7      CLIENT's Material. All representations and statements provided
                  herein about CLIENT are true and complete and accurate. CLIENT
                  agrees to  indemnify,  hold  harmless,  and  defend  CFG,  its
                  officers, directors, agents and employees, at CLIENT's expense
                  for  any  proceeding  or  suit  which  may  raise  out  of any
                  inaccuracy or  incompleteness  of any such material or written
                  information supplied to CFG per Section 4 herein.

         5.8      CLIENT'S  Affiliates  and  Other  Material.  To  the  best  of
                  CLIENT's  knowledge,  CLIENT  warrants  and  affirms  that all
                  representations   and  warranties  provided  herein  regarding
                  CLIENT are true,  complete and accurate with respect to and if
                  applied to CLIENT's affiliates as well.

6.       CFG Representations.  CFG hereby represents,  covenants and warrants to
         CLIENT as follows:

         6.1      Authorization.  CFG and its signatories herein have full power
                  and  authority to enter into this  Agreement  and to carry out
                  the transactions contemplated hereby.

         6.2      No  Violation.  Neither  the  execution  and  delivery of this
                  Agreement   nor   the   consummation   of   the   transactions
                  contemplated  hereby will violate any provision of the charter
                  or by-laws of CFG,  or violate any terms of  provision  of any
                  other  material  agreement  to  which  CFG is a  party  or any
                  applicable statute or law.

         6.3      Contracts in Full Force and Effect. All contracts, agreements,
                  plans,  leases,  policies and licenses to which CFG is a party
                  are valid and in full force and effect.

         6.4      Litigation.  Except as set in  Schedule 2 attached  hereto (if
                  necessary),  there is no action, suit, inquiry,  proceeding or
                  investigation  by or before any court or governmental or other
                  regulatory or administrative  agency or commission pending or,
                  to the best knowledge of CFG,  threatened  against or invoking
                  CFG, or which  questions  or  challenges  the validity of this
                  Agreement or its subject  matter and CFG does not know or have
                  any  reason  to know of any valid  basis for any such  action,
                  proceeding or investigation.
<PAGE>

         6.5      Consents. No consent of any person, other than the signatories
                  hereto,  is necessary to the  consummation of the transactions
                  contemplated hereby, including,  without limitation,  consents
                  from parties to loans,  contracts,  lease or other  agreements
                  and consents  from  governmental  agencies,  whether  federal,
                  state, or local.

         6.6      CLIENT Reliance.  CLIENT has and will rely upon the documents,
                  instruments,  their contents and any other written information
                  furnished  to CLIENT by the CFG,  its  officers or  designated
                  employees.

         6.7      CFG's Material.  All  representations  and statements provided
                  herein  about  CFG are true and  complete  and  accurate.  CFG
                  agrees to indemnify,  hold harmless,  and defend  CLIENT,  its
                  officers,  directors,  agents and employees,  at CFG's expense
                  for  any  proceeding  or  suit  which  may  raise  out  of any
                  inaccuracy or  incompleteness  of any such material or written
                  information supplied to CLIENT per Section 4 herein.

         6.8      CFG's  Affiliates  and  Other  Material.  To the best of CFG's
                  knowledge,  CFG warrants and affirms that all  representations
                  and  warranties   provided  herein  regarding  CFG  are  true,
                  complete and accurate  with respect to and if applied to CFG's
                  affiliates as well.

7.       Services Not Expressed or Implied.

         7.1.     CFG is not and  will not be a  market-maker  (but may act as a
                  placement   agent   by   other   "Selling    Agreement"   from
                  time-to-time)  in CLIENT's  securities or in any securities or
                  securities  in which  CLIENT  or  CLIENT's  affiliates  has an
                  interest; and,

         7.2.     Any  payments  made  herein  to CFG are not,  and shall not be
                  construed as,  compensation to CFG for the purpose of making a
                  market,  to cover CFG's  out-of-pocket  expenses  for making a
                  market, or for the submission by CFG of an application to make
                  a market in any securities; and,



         7.3.     No  payments  made  herein  to CFG  are  for  the  purpose  of
                  affecting  the  price  of  any  security  or  influencing  any
                  market-making functions, including but not limited to, bid/ask
                  quotations,  initiation and termination of quotations,  retail
                  securities   activities,   or  for  the   submission   of  any
                  application to make a market.

8.       Confidentiality.

         8.1      CFG and CLIENT  each agree to keep  confidential  and  provide
                  reasonable security measures to keep confidential  information
                  where release may be detrimental to their respective  business
                  interests.  CFG and CLIENT shall each require their employees,
                  agents, affiliates,  other licensees, and others who will have
                  access to the information through CFG and CLIENT respectively,
                  to first enter appropriate non-disclosure Agreements requiring
                  the   confidentiality   contemplated   by  this  Agreement  in
                  perpetuity.
<PAGE>

         8.2      CFG will not,  either  during  its  engagement  by the  CLIENT
                  pursuant  to  this  Agreement  or  at  any  time   thereafter,
                  disclose,  use or make known for its or another's  benefit any
                  confidential information,  knowledge, or data of the CLIENT or
                  any of its  affiliates  in any  way  acquired  or  used by CFG
                  during its engagement by the CLIENT. Confidential information,
                  knowledge or data of the CLIENT and its  affiliates  shall not
                  include  any  information   that  is,  or  becomes   generally
                  available to the public other than as a result of a disclosure
                  by CFG or its representatives.

9.       Miscellaneous Provisions.

         9.1      Amendment  and  Modification.  This  Agreement may be amended,
                  modified and supplemented only by written agreement of CFG and
                  CLIENT.

         9.2      Waiver of  Compliance.  Any failure of either  party hereto to
                  comply with any obligation, agreement, or condition herein may
                  be expressly waived in writing,  but such waiver or failure to
                  insist upon strict compliance with such obligation,  covenant,
                  agreement  or  condition  shall not operate as a waiver of, or
                  estoppel with respect to, any subsequent or other failure.

         9.3      Expenses,  Taxes,  Etc.  Other than as expressly  set forth in
                  this  Agreement,  the  parties  shall bear their own costs and
                  expenses,  including any applicable taxes, in carrying out the
                  provisions of this Agreement.

         9.4      Compliance  with Regulatory  Agencies.  Each party agrees that
                  all  actions,  direct  or  indirect,   taken  by  it  and  its
                  respective agents, employees and affiliates in connection with
                  this  Agreement  and any financing or  underwriting  hereunder
                  shall conform to all applicable  Federal and State  securities
                  laws.

         9.5      Notices.  Any notices to be given hereunder by either party to
                  the  other may be  effected  either by  personal  delivery  in
                  writing, by a reputable,  national overnight delivery service,
                  by facsimile transmission or by mail, registered or certified,
                  postage prepaid with return receipt  requested.  Notices shall
                  be  addressed  to  the  "Contact   Person"  at  the  addresses
                  appearing on the  signature  page of this  Agreement,  but any
                  party may  change his  address  or  Contact  Person by written
                  notice in accordance with this subsection.  Notices  delivered
                  personally  shall be deemed  delivered  as of actual  receipt,
                  notices sent by facsimile  shall be deemed  delivered  one (1)
                  day after electronic confirmation of receipt,  notices sent by
                  overnight  delivery  service shall be deemed delivered one (1)
                  day after  delivery to the service,  mailed  notices  shall be
                  deemed delivered as of five (5) days after mailing.
<PAGE>

         9.6      Assignment.  This Agreement and all of the  provisions  hereof
                  shall be binding  upon and inure to the benefit of the parties
                  hereto and their respective  successors and permitted assigns.
                  The obligations of either party  hereunder  cannot be assigned
                  without the express written consent of the other party.

         9.7      Publicity.  Neither  CFG nor CLIENT  shall  make or issue,  or
                  cause  to be made  or  issued,  any  announcement  or  written
                  statement   concerning  this  Agreement  or  the  transactions
                  contemplated  hereby for  dissemination  to the general public
                  without the prior  written  consent of the other  party.  This
                  provision  shall not apply,  however,  to any  announcement or
                  written   statement   required  to  be  made  by  law  or  the
                  regulations  of any  Federal  or  State  governmental  agency,
                  except that the party  required to disclose shall consult with
                  and make  reasonable  efforts  to  accommodate  changes to the
                  required  disclosure  and  the  timing  of  such  announcement
                  suggested by the other party.

         9.8      Governing Law;  Venue.  This Agreement and the legal relations
                  among the parties hereto shall be governed by and construed in
                  accordance  with the laws of the State of California,  without
                  regard to its conflict of law  doctrine.  CLIENT and CFG agree
                  that if any action is  instituted  to enforce or interpret any
                  provision of this Agreement,  the jurisdiction and venue shall
                  be San Diego County, California.

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

         9.10     Headings.  The heading of the sections of this  Agreement  are
                  inserted for convenience  only and shall not constitute a part
                  hereto or affect in any way the meaning or  interpretation  of
                  this Agreement.

         9.11     Entire  Agreement.   This  Agreement  including  any  Exhibits
                  hereto,  and the other  documents and  certificates  delivered
                  pursuant to the terms hereto,  set forth the entire  agreement
                  and  understanding  of the  parties  hereto in  respect of the
                  subject  matter  contained  herein,  and  supersedes all prior
                  agreements, promise, covenants, arrangements,  communications,
                  representations or warranties, whether oral or written, by any
                  officers employee or representative of any party hereto.

         9.12     Third Parties. Except as specifically set forth or referred to
                  herein, nothing herein express or implied is intended or shall
                  be  construed  to confer  upon or give to any person or entity
                  other than the parties hereto and their successors or assigns,
                  any rights or remedies under or by reason of this Agreement.

         9.13     Attorneys'  Fees and  Costs.  If any  action is  necessary  to
                  enforce  and  collect  upon the terms of this  Agreement,  the
                  prevailing  party shall be entitled to  reasonable  attorneys'
                  fees and costs,  in addition to any other relief to which that
                  party may be entitled.  This  provision  shall be construed as
                  applicable to the entire Agreement.
<PAGE>

         9.14     Survivability.  If any part of this  Agreement  is  found,  or
                  deemed by a court of competent jurisdiction,  to be invalid or
                  unenforceable, that part shall be severable from the remainder
                  of the Agreement.

         9.15     Further  Assurances.  Each of the parties agrees that it shall
                  from   time-to-time   take  such   actions  and  execute  such
                  additional  instruments  as may  be  reasonably  necessary  or
                  convenient  to implement and carry out the intent and purposes
                  of this Agreement.

         9.16     Relationship  of  the  Parties.   Nothing  contained  in  this
                  Agreement shall be deemed to constitute  either party becoming
                  the partner of the other, the agent or legal representative of
                  the other, nor create any fiduciary relationship between them,
                  except as otherwise  expressly  provided herein. It is not the
                  intention of the parties to create nor shall this Agreement be
                  construed  to  create  any  commercial  relationship  or other
                  partnership. Neither party shall have any authority to act for
                  or to assume any obligation or responsibility on behalf of the
                  other party,  except as otherwise  expressly  provided herein.
                  The rights, duties, obligations and liabilities of the parties
                  shall be separate,  not joint or collective.  Each party shall
                  be responsible  only for its obligations as herein set out and
                  shall be liable  only for its share of the costs and  expenses
                  as provided herein.

         9.17     No Authority  to Obligate  the CLIENT.  Without the consent of
                  the Board of Directors of CLIENT,  CFG shall have no authority
                  to  take,  nor  shall  it  take,  any  action   committing  or
                  obligating  CLIENT in any manner,  and it shall not  represent
                  itself to others as having such authority.

10. Arbitration. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT, CFG
OR  ANY  OF  THEIR  OFFICERS,   DIRECTORS,  LEGAL  REPRESENTATIVES,   ATTORNEYS,
ACCOUNTANTS,  AGENTS OR  EMPLOYEES,  OR ANY  CUSTOMER OR OTHER PERSON OR ENTITY,
ARISING OUT OF, IN CONNECTION  WITH OR AS A RESULT OF THIS  AGREEMENT,  SHALL BE
RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH LITIGATION. WITH RESPECT TO THE
ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:

                  A.       ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

                  B.       THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN
                           COURT, INCLUDING THEIR RIGHT TO JURY TRIAL;

                  C.       PRE-ARBITRATION  DISCOVERY IS GENERALLY  MORE LIMITED
                           AND DIFFERENT FROM COURT PROCEEDING;
<PAGE>

                  D.       THE  ARBITRATOR'S  AWARD IS NOT  REQUIRED  TO INCLUDE
                           FACTUAL  FINDINGS OR LEGAL  REASONING AND ANY PARTY'S
                           RIGHT OF APPEAL OR TO SEEK  MODIFICATION OF RULING BY
                           THE ARBITRATORS IS STRICTLY LIMITED;

                  E.       THIS ARBITRATION  PROVISION IS SPECIFICALLY  INTENDED
                           TO INCLUDE ANY AND ALL  STATUTORY  CLAIMS WHICH MIGHT
                           BE ASSERTED BY ANY PARTY;

                  F.       EACH PARTY  HEREBY  AGREES TO SUBMIT THE  DISPUTE FOR
                           RESOLUTION TO THE AMERICAN  ARBITRATION  ASSOCIATION,
                           IN SAN DIEGO,  CALIFORNIA  WITHIN FIVE (5) DAYS AFTER
                           RECEIVING  A WRITTEN  REQUEST TO DO SO FROM THE OTHER
                           PARTY;

                  G.       IF  EITHER  PARTY  FAILS TO  SUBMIT  THE  DISPUTE  TO
                           ARBITRATION ON REQUEST, THEN THE REQUESTING PARTY MAY
                           COMMENCE AN ARBITRATION  PROCEEDING,  BUT IS UNDER NO
                           OBLIGATION TO DO SO;

                  H.       ANY  HEARING   SCHEDULED   AFTER  AN  ARBITRATION  IS
                           INITIATED  SHALL  TAKE  PLACE  IN SAN  DIEGO  COUNTY,
                           CALIFORNIA;

                  I.       IF EITHER PARTY SHALL INSTITUTE ANY COURT  PROCEEDING
                           IN  AN   EFFORT   TO   RESIST   ARBITRATION   AND  BE
                           UNSUCCESSFUL   IN  RESISTING   ARBITRATION  OR  SHALL
                           UNSUCCESSFULLY   CONTEST  THE   JURISDICTION  OF  ANY
                           ARBITRATION   FORUM  LOCATED  IN  SAN  DIEGO  COUNTY,
                           CALIFORNIA,  OVER ANY MATTER  WHICH IS THE SUBJECT OF
                           THIS  AGREEMENT,   THE  PREVAILING   PARTY  SHALL  BE
                           ENTITLED TO RECOVER  FROM THE LOSING  PARTY ITS LEGAL
                           FEES  AND  ANY  OUT-OF-POCKET  EXPENSES  INCURRED  IN
                           CONNECTION WITH THE DEFENSE OF SUCH LEGAL  PROCEEDING
                           OR ITS EFFORTS TO ENFORCE  ITS RIGHTS TO  ARBITRATION
                           AS PROVIDED FOR HEREIN;

                  J.       THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS
                           BEING  FINAL  AND   CONCLUSIVE  AND  AGREE  TO  ABIDE
                           THEREBY;

                  K.       ANY  DECISION  MAY BE FILED WITH ANY COURT AS A BASIS
                           FOR JUDGMENT AND EXECUTION FOR COLLECTION;

11.      Term/Termination.  This Agreement is a quarterly agreement for the term
of one (1) year and shall terminate  automatically  on April 17, 2001.  However,
CLIENT or CFG shall have the right to terminate the balance of this Agreement at
any time  seventy (70) days after the date hereof,  provided  written  notice is
given to the other party at least  fifteen (15) days prior to the  expiration of
the current quarter of the Agreement.

10.      Registration Of Shares. CFG shall have standard piggyback  registration
rights of all shares issued in accordance with this agreement.

12. Non Circumvention.  In and for valuable consideration,  CLIENT hereby agrees
that CFG may  introduce  (whether  by  written,  oral,  data,  or other  form of
communication)  CLIENT  to  one  or  more  opportunities,   including,   without
limitation, existing or potential investors, lenders, borrowers, trusts, natural
persons, corporations, limited liability companies, partnerships, unincorporated
businesses,   sole   proprietorships   and  similar  entities   (hereinafter  an
"Opportunity" or ""Opportunities""). CLIENT further acknowledges and agrees that
the identity of the subject Opportunities,  and all other information concerning
an Opportunity (including without limitation, all mailing information, phone and
fax numbers, email addresses and other contact information) introduced hereunder
are the property of CFG, and shall be treated as  confidential  and  proprietary
information  by  CLIENT,  it  affiliates,  officers,  directors,   shareholders,
employees, agents, representatives, successors and assigns. CLIENT shall not use
such information, except in the context of any arrangement with CFG in which CFG
is directly  and  actively  involved,  and never  without  CFG's  prior  written
approval. CLIENT further agrees that neither it nor its employees, affiliates or
assigns,  shall enter into, or otherwise arrange (either for it/him/herself,  or
any other  person or  entity)  any  business  relationship,  contact  any person
regarding  such  Opportunity,  either  directly  or  indirectly,  or  any of its
affiliates,  or  accept  any  compensation  or  advantage  in  relation  to such
Opportunity except as directly though CFG, without the prior written approval of
CFG.  CFG is relying on CLIENT's  assent to these  terms and their  intent to be
bound by the terms by evidence of their signature.


<PAGE>


Without  CLIENT's  signed  assent to these terms,  CFG would not  introduce  any
Opportunity  or  disclose  any  confidential  information  to  CLIENT  as herein
described.

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

CLIENT:

CAPITA RESEARCH GROUP, INC.

Print Name:       David B. Hunter

Sign Name:        /s/ David B. Hunter
                  -------------------
Title:            President & CEO

Date:                        4/24/00
                           ---------
Address:            591 Skippack Pike, Suite 300
                  ------------------------------
                             Blue Bell, PA  19422

Contact Person:     Steven Plisinski, CFO

CFG:

THE CHARTERBRIDGE FINANCIAL GROUP, INC.

Print Name:       Richard H. Walker

Sign Name:        /s/ Richard H. Walker
                  ----------------------
Title:            President & CEO

Date:                        4/24/00
                           ---------
Address:            350 W. Ash St. Ste. 1002
                  --------------------------
                             San Diego, CA  92101

Contact Person:     Stuart Smith