INTERNATIONAL ARCHITECTS-ENGINEERS-PROJECT MANAGERS, INC.
                                 509 Emily Drive
                             Fort Worth, Texas 76108
                                 (817) 238-8287
--------------------------------------------------------------------------------

                                December 8, 1997

The purpose of this document is to record the agreement  between the undersigned
parties. It concerns program/construction  management services to be rendered by
International  Architects-Engineers-Project  Managers,  Inc.  (AEPM)  to  and on
behalf of Wulf  International  Ltd. (WULF), and any other company or corporation
related to WULF on a subsidiary or contractual basis.


SCOPE:  AEPM   exclusively   will   provide   professional  program/construction
management  services for all construction  activities of WULF in the Republic of
the Philippines.

TERMS:  The initial term of this agreement is five (5) years,  commencing on the
date  shown  above.  This  agreement  will  be  extended  automatically  for  an
additional  term of five (5) years  unless  notice to  terminate  is provided by
either party to the other at least ninety (90) calendar days prior to the end of
the initial term.

COMPENSATION FOR SERVICES: WULF shall pay AEPM in current funds for all services
rendered as follows:

          1.   For Development, Pre-Design and Additional Administrative Support
               Services Not Rendered for Specific  Projects--The monthly billing
               shall be  calculated by  multiplying  three (3.0) by AEPM's total
               direct  labor hours  worked and then by AEPM "s  standard  hourly
               rates,  and then  adding  that  product to the actual cost of all
               other  expenses  incurred  in the  execution  of the work of this
               agreement.  An initial  payment of ninety-five  thousand  dollars
               ($95,000) for program  mobilization and related expenses shall be
               made to AEPM upon the opening of WULF's office in the Republic of
               the Philippines, and credited to WULF's account against the final
               monthly billing due on the program.

          2.   For All Services  Rendered for Specific  Projects--WULF  and AEPM
               shall execute a separate agreement for each specific project. The
               monthly  billing shall be calculated by adding all direct project
               costs  incurred  by AEPM during the month of the billing to a fee
               of four  percent  (4%) of the total of the  invoices  approved by
               AEPM for payment by WULF for  construction  work on the  specific
               project  during  the month  covered by that  billing.  An initial
               payment for project  mobilization  and related  expenses shall be
               made to AEPM upon  execution  of the  separate,  project-specific
               agreement,  and  credited  to WULF's  account  against  the final
               monthly billing due on the project.

PAYMENT:  AEPM shall submit each  monthly  billing to WULF on or about the fifth
(5th) day of the month  following  the month for which the billing is  rendered.
WULF shall pay AEPM at AEPM's  United  States  office in United  States  dollars
(US$) the  amount of each  monthly  billing or initial  payment  invoice  within
fifteen (15) calendar days after its submission to WULF by AEPM.



<PAGE>


Although WULF and AEPM intend to execute  standard  industry  forms of agreement
concerning the above program/construction  management and project services, such
additional  agreements  will in no way  supersede  this  agreement,  which  will
continue in full force and effect throughout the above term.



William L. Franklin                                             George Wulf
President                                                       Chairman & CEO
AEPM                                                            WULF


   Dated : December 1, 1998

   Parties: WULF INTERNATIONAL LTD. and AEPM Inc.

   Amendment   to   Agreement  between  the  parties  dated   December  8,  1997
   re: Philippines National Shelter Program.

   Agreement  is changed to provide  for payment as follows:  All  billings  for
   costs and expenses  incurred  prior to fulll  funding of this project are due
   and payable within 10 days of receipt of bond funding by the  SPDA/Warisan JV
   or Wulf. All other terms and conditions remain the same.


   Wulf International LTD


      /s/ George Wulf
-----------------------------
George Wulf, Chairman and CEO



   AEPM Inc.


    /s/ William L Franklin
------------------------------
William L. Franklin, President