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                                                                 EXHIBIT 10(b)



                 EXHIBIT 2.4(a)(iii) TO STOCK PURCHASE AGREEMENT

                  Management Information Systems (MIS) Contract


         This Management Information Systems (MIS) Contract ("Contract") is made
as of February 18th, 1999, by ARGENT CAPITAL CORPORATION, a Nevada corporation
(either "Argent" or "Client"), and OPTIMIZE, INC., an Alabama corporation
("Vendor").


                                    RECITALS

         Client desires support of Vendor for the Management of Information
Systems for the "NETVOUCHER" Product(s), Service(s), and Back Office Systems.
Client desires Vendor to be its Information Technology (IT) partner and thus
bestows upon Vendor the rights, privileges, and decision making authority of an
IT Officer for its corporation including the planning, design, development,
installation, support, and operation of software, systems, and related computer
services. Mutual concurrence shall be required with respect to acquisition of
capital items.

                                    CONTRACT

         The parties, intending to be legally bound, agree as follows:

1.       DEFINITIONS

         For the purposes of this contract, the following terms have meaning
         specified or referred to in this Section 1:

         NetVoucher(sm) - an Internet e-Advertising(sm) system that is sold to
         merchants for the purpose of advertising their local presence on the
         Internet.

         NetVoucher Plus(sm) - an advanced Internet software product that is
         sold to members for the purpose of increased e-Advertising(sm) presence
         on the Internet.

         e-point$(sm) - an Internet software product that is sold to mall
         merchants for the purpose of advertising their local presence on the
         Internet and tracking customer sales for the purpose of rewarding their
         loyalty.

         e-Advertising(sm) - an Internet software advertising concept that is
         sold to merchants for the purpose of advertising their local presence
         on the Internet.

         NetTrooper(sm) - an Internet software training product that is included
         in the merchant kits for the purpose of educating their customers.

         Go Local Not Global - an advertising strategy developed for
         NetVoucher(sm) software product(s) and Service(s).


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         Domain Name - the name reference for an Internet Web Address that are
         registered through the Internic and owned by the registering party.

         NetVoucher.com - the NetVoucher(sm) Domain name reference for the
         production computer site that houses the merchants and vouchers and
         members.

         NetVoucher.net - a Domain name reference that could be used as a
         competing Internet Web Site.

         WebVoucher.net - a Domain name reference that could be used as a
         competing Internet Web Site.

         WebVoucher.com - a name reference that could be used as a competing
         Internet Web Site.

         Merchant Kit - a marketing aid produced to assist merchants in the
         promotion of NetVoucher(sm) that includes member brochures, merchant
         brochures, a rack, a window decal, a banner, a box, and NetTrooper(sm)
         CD's.

         CD - a Compact Disc (CD) used to store data or programs.

         System - a program or process or combination of both for the purpose of
         accomplishing a task or function in a structured and efficient manner.

         Back Office - the processes that take place to support the sales and
         marketing of product and services including payroll, order entry,
         inventory, financial production, commission payments, shipping and
         receiving, human resources, planning, project management, and other
         related functions.

         Invoice Default - the failure of the client to pay an invoice in the
         allotted time period in full as described in conditions on the Invoice.

         Interface - a connection between two or more software programs. The
         connection can be in real time or batch.

         E-Mail - the ability to sent correspondence across an Intranet or
         Internet network from one party to one or more parties electronically.


         E-Mail Address - the mailbox address of the recipient of correspondence
         that is sent across an Intranet or Internet network from one party to
         one or more parties electronically.

         Spam - junk or unsolicited E-Mail.


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2.       SUPPORT OF NETVOUCHER PRODUCT

         2.1 PRODUCTS

         Vendor has designed, applied for a servicemark and copyrighted its
         Internet based software application under the servicemark (sm) name of
         "NetVoucher", "NetVoucher Plus" and "e-point$", which are Internet
         software products and services sold to Client by virtue of and in
         connection with that certain Stock Purchase Agreement dated as of 
         March 12, 1999, and which are to be supported by Vendor.


         2.2 PAYMENTS

         Vendor shall support Client for a period of ten years from February 18,
         1999 until February 18, 2009 for a support fee paid in two phases.
         Phase one will be a ninety-day period beginning on February 18, 1999
         and continuing until May 14, 1999. During this period, Client will pay
         to Vendor all of Vendor's costs and expenses, including, but not
         limited to, equipment, hardware and software purchases, labor, general
         administrative and overhead, and otherwise, associated with
         "NetVoucher" and the services to be performed by Vendor hereunder, plus
         a thirty-five percent (35%) mark-up (the "Base Support Fee"). Phase two
         will begin on May 15, 1999 and Client will pay to Vendor, on a monthly
         basis, ten percent (10%) of the gross revenues derived by Argent (or
         any of its subsidiaries or other affiliated companies) in connection
         with the NetVoucher products and services, including, but not limited
         to, initial sales, virtual web site fees, quick key, specialty and
         banner ads, direct e-mail, recurring revenues relating to all of the
         above, or otherwise. "Gross Revenues" as defined herein shall mean
         revenues from any and all sources, without deduction for any cost or
         expense for any reason whatsoever; provided, however, there shall be
         allowed a deduction for any "gross revenue" taxes imposed on Argent by
         any taxing authority prior to calculating such ten percent (10%). This
         phase two payment schedule shall remain in effect through February 18,
         2009. Regardless of whether or not this Agreement is terminated
         subsequent to May 14, 2001 (per Section 8), and whether or not Vendor
         continues to support Client thereafter, Client shall be unconditionally
         obligated to continue to pay to Vendor ten percent (10%) of the "Gross
         Revenues" derived by Argent (or any of its subsidiaries or other
         affiliated companies) in connection with the NetVoucher products and
         services.

         2.3 MAINTENANCE

         Vendor will support the NetVoucher(sm), NetVoucher Plus(sm), and
         e-point$(sm) software products and services to the extent that they
         perform as represented to merchants and members and repair, correct, or
         change software as needed to perpetuate the products and services into
         the future without major software or service re-write. NetVoucher(sm)
         and NetVoucher Plus(sm) are completed and are functioning products and
         services. e-point$(sm) is not completed and is in development now with
         an estimated completion of May 30th, 1999.

         Support of products and services are for existing features and do not
         represent any enhancements or changes in the software. To the extent
         that software programming is done to "fix", or repair, or make good the
         existing products and services, Vendor will accommodate without
         additional payment.


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         2.4 NEW FEATURES

         Vendor will work with Client to discover, design, develop, and program
         new features and enhancements that relate to the products and services
         of NetVoucher, Inc. These new features and enhancements will be charged
         to NetVoucher, Inc. on a monthly basis plus thirty-five percent,
         separately and in addition to the payment outlined in Section 2.2.

         2.5 PRODUCT INTERFACE

         Vendor will support the NetVoucher(sm), NetVoucher Plus(sm), and
         e-point$(sm) software interface(s) to the extent that they perform as
         represented to merchants and members and repair, correct, or change
         software as needed to perpetuate the products and services into the
         future without major software or service re-write.

         The NetVoucher(sm), NetVoucher Plus(sm), and e-point$(sm) E-Mail
         interface is in development and will be completed by March 31st, 1999.

         The NetVoucher(sm) and NetVoucher Plus(sm) Proposal, Demonstration, and
         Authorization System is completed and working as designed. This product
         interfaces with the Financial Holding Database and the Web Content
         Holding Database. It contains merchant Web site content and merchant
         financial information that is staged onto these temporary databases to
         be reviewed and approved by the Vendor.

         The NetVoucher(sm) and NetVoucher Plus(sm) merchant Web site content
         interface is complete and working as designed. This interface stages
         merchant Web site content onto a temporary database to be reviewed and
         approved by the Vendor.

         The NetVoucher(sm) and NetVoucher Plus(sm) merchant Web site financial
         interface is complete and working as designed. This interface stages
         merchant Web financial content onto a temporary database to be reviewed
         and approved by the Vendor.

         The E-Mail mining software product, Extractor Pro, has been purchased.
         This product allows Vendor to collect E-Mail addresses and to bulk mail
         a promotional advertisement about NetVoucher(sm), NetVoucher Plus(sm),
         and e-point$(sm). This promotional is a one time E-Mail to these
         addresses in order to comply with the anti Spam laws of most states.
         Prospective members will sign up manually and no interface is intended.

         2.6 REPORTS

         Reports will be available for merchants to review activity in their
         site. Additional reports will be produced for internal review of the
         performance of products and services.

         Demographic information will be available in reports too. This
         information will be merged with site analysis where applicable.

3.       SUPPORT OF BACK OFFICE SOFTWARE PRODUCTS AND SERVICES

         3.1 PRODUCTS

         Vendor has designed or has in design, developed or has in development,
         and programmed or has in programming software programs and interfaces
         that support the Internet based 


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         software applications NetVoucher(sm), NetVoucher Plus(sm), and
         e-point$(sm). Vendor has also purchased commercially sold software
         products and services that support the Internet based software
         applications NetVoucher(sm), NetVoucher Plus(sm), and e-point$(sm).


         3.2 SUPPORT OF COMMERCIAL SOFTWARE

         Vendor shall support Client for a period of ten years from February 18,
         1999 until February 18, 2009. Any commercial software support fees will
         be passed on to Client in addition to payment as described in Section
         2.2 for the duration of the contract. The cost of any and all
         commercial software will be passed on to Client in addition to payment
         as described in Section 2.2 for the duration of the contract. Client
         will be a third party beneficiary of any manufacturer warranties. These
         products may or may not consist of the following commercial products;
         Great Plains Dynamics CS+ SQL, 2021 Interactive Commission System,
         Authorize.Net Bank and Credit Card Processing, Citrix MetaFrame,
         Microsoft NT, HP-UX UNIX, and Microsoft Windows.


         3.3 MAINTENANCE

         In consideration of the payments outlined in Section 2.2. (and at no
         additional charge to Argent), Vendor will support the commercial
         software products and services to the extent that they perform as
         represented by the manufacturer and to the extent that the manufacturer
         will repair, correct, or change software as needed to perpetuate their
         products and services into the future without major software or service
         re-write.

         3.4 NEW FEATURES

         Vendor will work with Client to discover, design, develop, and program
         new features and enhancements that relate to the products and services
         that support the back office systems and processes of NetVoucher, Inc.
         These new features and enhancements will be charged to Client on a
         monthly basis plus thirty-five percent.

         Support of products and services are for existing features and do not
         represent any enhancements or changes in the software. To the extent
         that software programming is done to "fix", or repair, or make good the
         existing products and services, Vendor will accommodate without
         additional payment.


         3.5 COMMERCIAL PRODUCT INTERFACES

         Vendor will support the commercial software interface(s) to the extent
         that they perform as advertised and repair, correct, or change software
         as needed to perpetuate the products and services into the future
         without major software or service re-write.

         Support of products and services are for existing features and do not
         represent any enhancements or changes in the software. To the extent
         that software programming is done to "fix", or repair, or make good the
         existing products and services, Vendor will accommodate without
         additional payment.


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         Planned and under development back office interfaces are; 2021
         Commission system to Dynamics Financials, Authorize.Net Bank and Credit
         Card Processing System to Dynamics Financials, Financial Hold Database
         to Dynamics Financials for Order Entry, Call Center Software to
         Dynamics Financials, and Fulfillment Center Software to Dynamics
         Financials.


         3.6 SOFTWARE AND SYSTEM DELIVERY

         The total integration of commercial software, Internet software
         applications NetVoucher(sm), NetVoucher Plus(sm), and e-point$(sm),
         product support software interfaces, and back office support interfaces
         are expected to take a minimum of six months to complete. This will
         affect sales of NetVoucher(sm), NetVoucher Plus(sm), and e-point$(sm)
         in the back office, requiring the hiring of staff to perform manual
         operations until these interfaces are completed. This should not affect
         merchant sales of NetVoucher(sm), NetVoucher Plus(sm), and e-point$(sm)
         or the signing up of members into the NetVoucher(sm), NetVoucher
         Plus(sm), and e-point$(sm) database.

         Each of these software products and interfaces must undergo rigorous
         testing and performance evaluations prior to the production release.
         Vendor will plan for the scheduled and timed introduction of each piece
         of software as it relates to the most critical path of performance and
         cost.

4.       SUPPORT OF BACK OFFICE HARDWARE AND COMMUNICATIONS

         4.1 SYSTEM

         The system is a collection of computers, routers, Hub's cabling,
         wiring, firmware, network operating systems (NOS), operating systems
         (OS), application software, and communications access. It also includes
         processes, interfaces, and procedures.

         4.2 HARDWARE AND NOS

         Vendor will purchase equipment considered necessary for housing,
         storing, operating, and executing the commercial software, Internet
         software applications NetVoucher(sm), NetVoucher Plus(sm), and
         e-point$(sm), product support software interfaces, and back office
         support interfaces. This will involve frequent monitoring to provide a
         system that is tuned to perform at the optimum level for transaction
         volumes incurred. Satisfactory transaction response is interpreted to
         be what is acceptable in the industry based upon the technology that is
         available at the time of equipment purchase and not what equipment is
         available at the time of transaction measurement.

         Vendor hardware purchases will include multiple hardware brand names
         and will spread operating systems across two prevalent NOS and one
         specialized NOS: Microsoft NT, HP-UX UNIX, and Citrix MetaFrame
         respectively.

         4.3 COMMUNICATIONS

         Vendor has planned and designed a communications grid to support
         multiple points of connectivity and requirements of access to the
         system. This communications subsystem is described in the attached
         Exhibit "A". The Internet access is depicted with T-3 redundant access.
         This is the anticipated long term design configuration and may not be
         physically 


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         installed until communications subsystem monitoring indicates a need
         for additional capacity and redundancy.

         4.4 SUPPORT OF THE SYSTEM

         Vendor shall support Client for a period of ten years from February 18,
         1999 until February 18, 2009. Any system purchases will be passed on to
         Client in addition to payment as described in Section 2.2 for the
         duration of the contract. The cost of any and all commercial
         maintenance fees will be passed on to Client in addition to payment as
         described in Section 2.2 for the duration of the contract. Regardless
         of Vendor's support participation level subsequent to May 14, 2001,
         Client shall remain responsible for the payment to Vendor of ten
         percent (10%) of the "Gross Revenues" (as defined in Section 2.2.)
         derived by Argent (or any of its subsidiaries or other affiliated
         companies) in connection with the NetVoucher products and services for
         the remainder of the entire ten (10) year period. Client acknowledges
         this as being an integral component of the consideration being paid and
         to be paid to Vendor in conjunction with the transfer of the
         "NetVoucher" product to Client and Vendor's agreement to support same
         until at least May 14, 2001.

5.       SUPPORT OF NON-SYSTEM FUNCTIONS

         5.1 FINANCIAL

         Vendor will perform financial processing for NetVoucher, Inc. as part
         of the payment plan as described in Section 2.2. Financial processing
         will include payment of trade accounts, payment of commissions, cash
         receipts processing, order processing, inventory management, fixed
         asset management, and local regulatory compliance.

         Vendor will assist Client in setting up financial processing that will
         produce monthly Profit & Loss Statements, Balance Sheets, Cash Flows,
         and Statements of Stockholders' Equity for Argent Capital and Argent
         Financial as part of the payment plan as described in Section 2.2.
         Consolidated Statements will be included.

         5.2 CALL CENTER

         Vendor will manage a call center as part of the support for product and
         services. The Call Center will function on limited basis, 7:00 am till
         7:00 pm, Central time, until such traffic volumes mandate an increase
         in the hours of coverage. Payment for Call Center services will be in
         the payment plan as described in Section 2.2.

         5.3 FULFILMENT CENTER

         Vendor will maintain fulfillment center management as part of the
         support for product and services. The Fulfillment Center will function
         to deliver merchant kits and stage computer packages for the sales
         people. Payment for Call Center services will be in the payment plan as
         described in Section 2.2. Each salesperson will be responsible for
         purchasing their own computer package independent of Client or Vendor.

         5.4 EMPLOYEES

         Vendor will hire and train or outsource employees for Client in order
         to service, maintain, and perform the system functions described
         herein. Client, through Vendors management, 


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         will pay employees of NetVoucher, Inc. After the Phase I (initial
         ninety (90) day period) is completed, Client shall be directly
         responsible for payroll and other costs associated with such employees.
         Vendor shall remain responsible for payroll and other costs associated
         with management and software development (technical) personnel
         necessary for Vendor to perform its services hereunder.

6.       PART PERFORMANCE DOES NOT PRECLUDE LATER DEMAND FOR FULL PERFORMANCE

         The failure of the parties to insist on full performance of any part of
         this Agreement or the waiver by either party of any breach under this
         Agreement shall not prevent a subsequent enforcement of such term nor
         be deemed a waiver of any subsequent breach of said term, nor prevent
         demand of full performance of said part of this Agreement from the
         other party at a later date.

7.       INDEMNIFICATION/DEFAULT

         Client and Vendor agree to indemnify and hold each other harmless with
         respect to any claim, loss, liability, damage or judgment suffered by
         them, including attorneys fees and court costs, or costs of Alternative
         Dispute Resolution, which results from any action or inaction by the
         other in contravention hereof, or as a result of the manner in which
         the other performs its duties hereunder (a "Default").

         In the event of any litigation against Vendor or Client by any
         regulatory agency or any other other proceedings challenging any
         product or service or advertising prepared on behalf of Vendor, the
         parties agree to cooperate and assist each other in the preparation of
         the defense.

8.       TERMINATION

         Either party, from February 18, 1999 to May 14, 2001, may terminate
         this Agreement only upon the Default of the other party; provided,
         however, any alleged Default shall be specified in writing, and sent to
         the other party, which shall have thirty (30) days within which to cure
         such Default. After May 14, 2001, either party may terminate this
         Agreement, with or without cause, upon thirty (30) days written notice
         to the other party. In the event of termination, Client shall remain
         unconditionally obligated to pay to Vendor the ten percent (10%) of
         Gross Revenues referenced in Section 2.2, through February 18, 2009.

9.       ARBITRATION

         Any controversy or claims arising out of this Agreement shall be
         settled by binding arbitration in Jefferson County, Alabama, in
         accordance with such private arbitration or alternative dispute
         resolution rules as the parties may agree or in the absence of such
         agreement, the Commercial Arbitration Rules of the American Arbitration
         Association as in effect on the date of delivery of the demand for
         arbitration. The arbitration of issues as provided herein, including
         the determination of damages, if any, shall be the exclusive method of
         dispute resolution and the decision of the majority of arbitrators
         shall be conclusive and final. Unless other wise agreed, there shall be
         three arbitrators, one chosen by Buyer, one by the majority in interest
         of the Sellers, and a third by the two arbitrators so chosen. The cost
         of the arbitration shall be borne equally by Buyer, on one hand, and
         the Sellers, on the other, with the cost to be borne


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         by Sellers to be allocated pro-rata among them in accordance with
         Disclosure Schedule 2.1. Buyer shall not absorb any part of such cost
         not duly paid by the Sellers.

10.      NOTICE

         Any notice required by this Agreement or given in connection with it,
         shall be in writing and shall be given to the appropriate party by
         personal delivery or by authorized mail; postage prepaid, or recognized
         overnight delivery services.

                           If to CLIENT
                           Attention:  Chris Millar, President
                           Argent Capital Corporation
                           1801 West End Avenue
                           Suite 1110
                           Nashville, TN  37203

                           If to VENDOR
                           Attention:  James L. Thompson II, President
                           OPTIMIZE, INC.
                           One Independence Plaza, Suite 710
                           Birmingham, AL  35209

11.      HEADINGS

         Headings used in this Agreement are provided for convenience only and
         shall not be used to construe meaning or intent.

12.      ENTIRE UNDERSTANDING/BINDING EFFECT

         This Agreement supersedes all previous Agreements by and between the
         parties with respect to its subject matter, and contains the complete
         and entire Agreement and understanding between the parties and no
         representations, inducements, promises or Agreements, written or oral,
         not embodied herein, with respect to its subject matter, shall be of
         any force or effect between the parties.

         Should any part of this Agreement, for any reason, be declared invalid,
         such invalidity shall not affect the validity of any remaining portion
         hereof, and the remaining portion hereof shall remain in force and
         effect as if this Agreement had been executed with the invalid portion
         thereof eliminated, and it is hereby declared the intention of the
         parties hereto that they would have executed the remaining portion of
         the Agreement without including therein any such part, parts or portion
         which may for any reason be hereafter declared invalid.

         This Agreement shall be assignable only with the written consent of the
         other party. Subject to the foregoing, this Agreement will be binding
         upon and inure to the benefit of the parties hereto, their successors
         in interest (whether by merger, consolidation, sale, or otherwise) and
         assigns.


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13.      CHOICE OF LAW

         This Agreement, when duly executed by and between the parties, becomes
         effective as of the day and year first set forth above, and shall be
         construed and enforced in accordance with the laws of the State of
         Alabama. In the event it becomes necessary for Vendor to institute any
         action at law, in equity, or in arbitration against Client to secure or
         to protect its rights under this Agreement, or because of Client's
         breach hereof, Vendor shall be entitled to recover not only its damages
         incurred, but also attorneys fees, together with such court costs and
         other expenses it incurs.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written.

VENDOR (OPTIMIZE, INC.)


By:      JAMES L. THOMPSON II
         ---------------------------------

ITS      President and CEO
         ---------------------------------
         Authorized Officer


CLIENT (ARGENT CAPITAL CORPORATION)


By:      CHRISTOPHER A. MILLAR
         ---------------------------------

ITS:     President and CEO
         ---------------------------------
         Authorized Officer


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