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Internet Services Agreement - Inc. and Eliance Corp.

                           INTERNET SERVICES AGREEMENT

         AGREEMENT made this 29th day of December, 1999, between
Inc. ("") with its principal office located at One Dundas Street
West, Suite 2500, Toronto, Ontario Canada, M5G 1Z3 and Eliance Corporation
("PROVIDER"), with its principal office located at 7800 Equitable drive, Suite
250, Minneapolis, MN 55344 (collectively referred to as the "Parties") WHEREAS, desires that PROVIDER provide certain services for and

         WHEREAS, PROVIDER is willing to provide the services to

         IT IS AGREED:

         1. SERVICES. PROVIDER shall perform the services for
described on Schedule "A", attached, as it may be amended from time-to-time by
mutual agreement of the Parties to reflect current campaigns of (the

         2. TERM. The initial term of this Agreement shall commence on November
30th, 1999 and continue until, May 31st, 2000 unless terminated as provided for
in paragraph 5 hereof.


            a. PROVIDER. PROVIDER, in order to fulfill its obligations under
               this Agreement, agrees that it will employ its reasonable efforts

               (1) employ and train Web Wizards and Web Gurus (as defined in
                   Schedule A) in accordance with defined skill set requirements
                   as identified in Schedule A, attached, to provide the
                   Services. Specifically, PROVIDER shall make available to
          up to 150 stations twenty-four hours per day
                   beginning on the date hereof

               (2) maintain in full working order all equipment and machines
                   necessary for PROVIDER's performance, including computers and
                   internet connections with an average response time (i.e.
                   transmission time) of 2.5 seconds when used with
         's specified chat application;

               (3) utilize the technology as provided for by in
                   strict accordance with the documented procedures and the
                   training materials as provided for and other items reasonably
                   requested by;


               (4) monitor, on a random sampling basis, Internet services and
                   communication aspects of the services provided hereunder on a
                   daily basis across all hours of operation to ensure quality
                   control and compliance with all material aspects of the
                   policies and training programs related to those services;

               (5) upon's request, analyze and deliver to
          recommendations for:

                   (a) the need for multilingual agents or alternative
                       mechanisms to handle calls from non-English speaking

                   (b) phrase modifications;

                   (c) other aspects of the Program relating to the Services
                       performed by PROVIDER.

               (6) provide, on a daily basis, all hours worked, broken down by

               (7) provide facility access and one office at PROVIDER's Minot
                   and Minneapolis facilities (for so long as PROVIDER occupies
                   such facility) to work in for's employees or
          contractors as deemed necessary;
                   employees at the facility must abide by the same security and
                   safety procedures as PROVIDER'S employees;

               (8) be available to meet at all reasonable times with
                   and its representatives at's headquarters or
                   other location reasonably designated by As part
                   of the fees set forth on Schedule B, shall
                   reimburse PROVIDER for all reasonable out-of-pocket travel,
                   food and lodging expenses associated with such meetings.

                   (b) WEBHELP.COM., in order to properly assist
                       PROVIDER in the fulfillment of its Services under this
                       Agreement, warrants and represents that:

               (1) all phrases and product descriptions provided by
                   to PROVIDER will be complete and accurate and shall be made
                   available to PROVIDER as soon as practicable.

               (2) it will provide PROVIDER with a staffing matrix at least one


                   week in advance setting forth the number of hours it
                   wishes Web Wizards to provide Services in the week following
                   its intended start date. acknowledges that any
                   staffing matrix which results in an increase in the number of
                   Web Wizard hours utilized in the Program during the previous
                   week shall be on a optional basis only by PROVIDER;

               (3) it will provide forty-eight (48) hour's advance notice to
                   PROVIDER as to any reduction in staffing; however where a Web
                   Wizard has been working on the project for more than 90 days,
                   there will be a requirement of 30 days notice unless their
                   termination is requested due to quality issue(s) which
          in its sole discretion views as detrimental to
                   its business it will provide forty-eight (48) hour's advance
                   notice to PROVIDER as to other changes requested in the
                   day-to-day operation of the Project;

               (4) it shall designate, from time-to-time, a Program contact
                   available by telephone, fax and mailing address during the
                   entire term of this Agreement; and

               (5) It shall provide to PROVIDER, at's expense, all
                   application software necessary for PROVIDER to perform the
                   Services, all training materials required to train PROVIDER's
                   Web Wizards and Web Gurus to provide the Services and
                   appropriate training at PROVIDER's facilities in Minot, ND.

         4. SERVICE FEES: TERMS. shall pay PROVIDER, without right
to setoff, the fees for Services throughout the term of this Agreement (the
"Service Fees") as provided for on Schedule B, attached, as the same may be
amended from time to time by the Parties. PROVIDER shall invoice for
Service Fees bi-weekly in arrears. Payment shall be due within 7 days of receipt
of the invoice and shall be made by wire transfer to the account of PROVIDER
specified in a notice to from time-to-time. Payments received by
PROVIDER more than thirty days of receipt of the invoice by shall be
accompanied by interest from the due date until the date received at the rate of
1% per month, compounded monthly. Notwithstanding the foregoing, no payments of
any kind shall be made in respect periods prior to January 1, 2000.

         5. TERMINATION. This Agreement may be terminated only upon one of the
following events:

            a. By agreement of the Parties in writing;

            b. By either Party providing at least ninety (90) days'
               advance written notice of its intent to terminate
               this Agreement at the end of the then current term;


            c. At either Party's election in the event the other
               Party is in material breach of this Agreement and has
               not cured the specified breach within ten (10) days
               of receipt of a written notice to cure the same.

            d. On May 31, 2000, unless the parties shall agree in writing to
               extend the term hereof.

         6. EXCUSABLE DELAY. No party hereto will be liable to the another for
failure to perform any obligation hereunder during such time that performance of
that obligation is rendered impossible due to an act of God, fire, flood, or
other natural catastrophe, any law, order, regulation or request of the federal,
state or local government or agency thereof having jurisdiction over either
party, or any other event which is beyond the control of the applicable party

         7. CONFIDENTIALITY. Each Party will safeguard and hold as confidential
this Agreement and all information including software, systems, processes and
techniques, provided by the other Party regarding its marketing strategy, sales
presentations, pricing, products offered or any other aspect of its business
organization and marketing activity which could reasonably be expected to be
confidential information. Each Party will use the information provided by the
other Party solely for the purposes contemplated by this Agreement and will not
disclose such information to persons other than those employees and agents of
such Party having a need to know the information in order to perform such
Party's obligations under this Agreement. Upon written request from the
transmitting Party, all confidential information which a Party receives from the
transmitting Party must be returned to the transmitting Party at the termination
of this Agreement. The PROVIDER agrees that from and after the date hereof and
for a period of one year, will not, without obtaining prior written consent from, directly or indirectly engage in any activity or act in any manner,
including but not limited to, as an individual, owner, sole proprietor, founder,
associate, promoter, partner, joint venture, shareholder, (other than as a less
than five percent (5%) shareholder of a publicly traded corporation), officer,
director, trustee, manager, employer, employee, independent contractor,
subcontractor, principal, agent, salesman, broker, representative consultant,
advisor, investor or otherwise, as or for any business or entity that is engaged
in a business that is directly competitive with the "" service to be
offered by (i.e., the service whereby makes available
Web Wizards to handle customer-initiated Internet search inquiries), but
otherwise may continue to function as an Internet contact center for other
clients. The parties acknowledge that if this paragraph is breached, that
irreparable harm could occur to the injured Party for which no adequate remedy
at law would exist. It is, therefore, agreed that the injured Party shall be
entitled to injunctive relief with respect to any breach under this paragraph in
addition to any remedies it may have at law. The provisions of this paragraph
will survive the termination of this Agreement.

         8. LIMITATION. Notwithstanding anything to the contrary contained in
this Agreement, a Party receiving confidential information from the other Party
will not be precluded from (i) the use or disclosure of any such confidential
information which currently is known 


generally to the public or which subsequently has come into the public domain,
other than by way of disclosure in violation of this Agreement, (ii) the use or
disclosure of any confidential information that becomes available to the
receiving Party on a non-confidential basis from a source other than the Party
providing it under this agreement, provided that such source is not known by the
Party receiving the confidential information to have a legal obligation
prohibiting the disclosure of such information, or (iii) any disclosure of the
confidential information required by law or legal process or required to enforce
this Agreement.

         9. RELATIONSHIP OF PARTIES. The parties do not have and are not to be
deemed to have the relationship of principal/agent/joint venture or partnership.
Except as expressly provided for in this Agreement, neither Party is authorized
to act for the other in any way. The parties, in furnishing Services to each
other under this Agreement, are acting only as independent contractors.

and its shareholders, employees, agents and affiliates (each an "Indemnified
Party") against any losses, liabilities, damages or expenses (including amounts
paid for attorneys' fees, judgments and settlements in connection with any
threatened, pending or completed action, suit or proceeding) to which any of
such persons may become subject in connection with the Services to be provided
under this Agreement or otherwise arising out of this agreement except, as to
any Indemnified Party, to the extent any such losses, liabilities, damages or
expenses are finally determined by a court of competent jurisdiction to have
resulted solely from the violation of this Agreement by the Indemnified Party.

         11. NOTICES. All notices, demands, or communications which are required
under this Agreement and invoices will be deemed given (and with respect to
invoices deemed received) on date of receipt, if personally delivered, when sent
by confirmed electronic facsimile transfer, or deposited with an overnight
courier service, and addressed to the parties at their above addresses or at
such other address as either party may designate in writing from time-to-time,
and if given in any other manner, will be deemed given upon actual receipt.

         Until otherwise directed in writing, all notices shall be directed:

                  If to

                  Attn:  Kerry E. Adler
                  President and CEO
                  One Dundas Street West
                  Suite 2500
                  Toronto, Ontario M5G 1Z3 Canada
                  Fax 1-416 -542-5420


                  If to PROVIDER:

                  Attn: Paul Eidness
                  General Counsel
                  Eliance Corporation
                  7800 Equitable Drive, Suite 250
                  Minneapolis, MN 55344
                  Fax 1-612-294-1407

         12. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
will benefit the parties, their successors and assigns, including any successor
to the business or substantially all of the assets of such party. Such
assignment shall not, however, relieve the obligations of the assignor, unless
agreed to in writing by the other parties to this Agreement. The PROVIDER shall
be permitted to use "temporary employees" in the provision of services

         13. GOVERNING LAW. This contract will be governed by the laws of the
State of Minnesota applicable herein, without regard to its conflicts of laws

         14. LANGUAGE The parties have agreed that this contract shall be
written in the English language only.

         15. SEVERABILITY. The invalidity or unenforceability of any particular
provision of this Agreement will not affect the other provisions hereof, and
this Agreement is to be construed in all respects as if such invalid or
unenforceable provisions were omitted.

         16. AMENDMENTS: WAIVER. Any change to this Agreement must be in writing
and signed by all parties hereto to be valid. No waiver of any provision of this
Agreement is valid unless it is in writing and signed by the person who is
claimed to have made such waiver.

         17. ENTIRE AGREEMENT. This Agreement constitutes the entire and
complete agreement among the parties regarding the subject matter hereof and
supersedes all prior correspondence, discussions, agreements, and
understandings, including, without limitation, that certain letter of intent
dated November 26, 1999, unless otherwise mutually agreed in writing subsequent
to the execution of this Agreement.

         18. AUTHORIZATION. The parties signing this Agreement individually
represent and warrant that the entities for which they are signing this
Agreement have taken all steps necessary and proper to authorize this Agreement
and the execution thereof by the parties signing for them.

         19. DISCLAIMER. Neither party hereto makes any representations or
warranties in connection with the subject matter of this Agreement other than
those explicitly set forth in this Agreement.


         IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date of PROVIDER's acceptance below.

ACCEPTED AT Toronto, Ontario, Canada

ELIANCE CORPORATION                                  WEBHELP.COM INC.

By:_____________________________                     By:_______________________
     Jeff Farstad                                       Kerry E. Adler
     Title: Chairman                                    Title: CEO and President


                                  SCHEDULE "A"

Schedule A consists of the attached 7 pages


                                  SCHEDULE "B"
                                  SERVICE FEES shall reimburse PROVIDER for the salaries and benefits of
WebWizards, Web Gurus and Web Assurance Reps., prorated based on the number of
station-hours devoted to services hereunder.

In addition, shall pay PROVIDER a percentage of the cost of the
lease of the Minot facility, equipment leases, utilities and other overhead
costs directly related to the provision of call center services in Minot equal
to a fraction (i) the numerator of which is the daily average number of
station-hours dedicated solely to at such facility from December 1,
1999 through December 22, 1999 and (ii) the denominator of which is the daily
average number of station-hours filled at such facility from December 1, 1999
through December 22, 1999.

Furthermore, upon presentation of proper invoices therefore and proof of
payment, will reimburse the PROVIDER for all other reasonable
out-of-pocket expenses which shall have been pre-approved in writing by, which approved shall not be unreasonably withheld (including to,
purchase of equipment used at the call center).


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