December 8,1997

                                     Re.     A/E Fees
                                             Philippine National Shelter Program


Mr. George Wulf, Chairman
WuIf International, Ltd.
P.O. Box 695759
Dallas, Texas 75379

Dear Mr. Wulf,

The purpose of this letter is to cover the early design and programming  work on
the development of the houses and  infrastructures  for the Philippine  National
Shelter  Program,  and other  programs that may raise,  that will be provided by
FSB/Parker-Croston. Until the total program is more clearly defined and a master
Architect/Engineer/Owner Agreement is drafted, it is recognized that the fairest
approach to fees and assignments by  FSB/Parker-Croston  for WuIf International,
Ltd. would be to charge and pay by hourly rate and expenses incurred.

Our early work will be the gathering of information,  the writing of programming
information, the investigation of materials and methods that may be used and the
start of  prototypical  housing  designs  possibly for all types of construction
methods that deem reasonable and economical to use.

o  Personnel rates: Hourly rate x hours worked x 3
o  Principal's rate: $125/hour. Principals are Merve Croston and Dwayne Loftice.
o  Example: Joe Self's rate is $78 per hour worked.

Reimbursable  expenses are passed through with no markup.  Typical reimbursables
are travel, lodging,  meals, long distance phone and fax, mailing,  reproduction
of presentation materials and prints.

Billing will be made approximately the first of each month.  Payments due within
15 days of receipt.

When the funds are available for the program and the first project is defined, a
master Architect/Engineer/Owner  Agreement will be drafted that will address not
only hourly rates but also a fee in addition to the hourly rates. This rate will
be established through discussions with you. There will be different  incentives
for the type of project, such as houses, hospitals or hotels, etc.

The master  agreement  will  establish the basic  agreement  articles.  For each
stand-alone  project,  a Letter of  Agreement  will be  attached  to the  master
agreement  that  addresses the specific  project and its parameters in scope and
fee.


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If you are in agreement with this letter, please sign both copies, returning one
to FSB/Parker-Croston for our files, retaining one for your records.

                                                  Sincerely,


                                                  FSB/Parker-Croston

                                                  /s/ Merwyn E. Croston, Jr. AIA
                                                  ------------------------------
                                                  Merwyn E. Croston, Jr., AlA
                                                  Chief Executive Officer

This Agreement Accepted By
Wulf International, Ltd.


/s/ George Wulf, Chairman
-------------------------
George Wulf, Chairman



December 8, 1997
----------------
Date










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Dated: December 1, 1998

Parties: WULF INTERNATIONAL LTD. and F+S+B Parker Croston, Inc.

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

Agreement  is changed to provide for payment as follows:  Professional  fees and
expenses  incurred  prior to full  funding of this  project  are due and payable
within 10 day of receipt of bond  funding by the  SPDA/Warison  JV or Wulf.  All
other terms and conditions remain the same.

Wulf International LTD

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

F+S+B Parker Croston

By: /s/ Parker - Croston
    --------------------

     /s/ President
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       8/10/99
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