CONSULTING AGREEMENT





THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the

24th day of March, 2000 by and between ICX ELECTRONICS.COM, a corporation duly

organized and existing in the State of California (the "Company"), and

BUSINESSWARE INC., a corporation duly organized and existing in the State of

California, (the "Consultant").



                                   WITNESSETH



        WHEREAS, the Company desires to engage the Consultant to perform certain

services of economic use to the Company in the conduct of its business, and the

Consultant desires to be so engaged by the Company and has represented that it

possesses the necessary skills and expertise required to perform such services;



        NOW, THEREFORE, in consideration of the mutual premises and the promises

and representation herein contained, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

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



1.      ENGAGEMENT OF THE CONSULTANT:



        (a)     By its execution of this Agreement, the Company hereby engages

                Consultant to perform the specific services set forth on

                Schedule A attached hereto, as the same may be amended from time

                to time during the Term hereof ("Schedule A"), and such other

                services as the Company may reasonably request from time to time

                during the Term (as hereinafter defined) of this Agreement

                (collectively, the "Services"), subject to and in accordance

                with the terms and conditions hereinafter set forth.



        (b)     By its execution of this Agreement, the Consultant agrees to be

                so engaged, and to perform faithfully the Services to the best

                of its ability during the Term hereof, subject to and in

                accordance with the terms and conditions see forth herein.



        (c)     The Company may periodically request during the Term hereof

                written reports concerning the Consultant's progress, project

                status and other matters pertaining to its performance of the

                Services, and the Consultant shall promptly provide such reports

                to the Company at no additional charge, upon the request of the

                Company or as otherwise required by Schedule A. To the extent

                that any such delay is caused by circumstances beyond either

                party's reasonable control, the applicable time periods

                described above shall be extended to allow for such delay.







                                      -1-

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2.      COMPENSATION/TAXES.



        (a)     As full and complete consideration for the Services to be

                performed by the Consultant hereunder, the Company agrees to pay

                the Consultant the total fees (the "Fees") set forth on Schedule

                B attached hereto, as the same may be amended from time to

                time during the Term hereof ("Schedule B"), inclusive of any and

                all amounts representing taxes due or becoming due and payable

                thereon by the Consultant, which taxes shall be the Consultant's

                complete responsibility. Payment of the fees specified in

                Schedule B is subject to completion of the Services

                to the satisfaction of the Company.



        (b)     The Fees expressly set forth on Schedule B include all sums due

                and owing of every kind and description including, but not

                limited to, reimbursable expenses for telephone calls, mileage

                and services such as copying costs and mailing expenses. Unless

                these costs are specifically agreed to in the future as separate

                reimbursable expense items in writing, the Company will not pay

                the Consultant therefor.



        (c)     Any such expense which is not expressly set forth on Schedule B

                must be approved in writing by an authorized representative of

                the Company. All authorized expenses shall be corroborated by

                appropriate, itemized receipts with supportive documentation and

                shall be submitted in accordance with the Company's instructions

                therefor. Any tickets purchased for air or ground transportation

                are to be for "coach" fares.



3.      DELEGATION OF DUTIES; KEY PERSONNEL.



        (a)     The Consultant shall be the primary responsible person for the

                full and proper performance of all Services hereunder. The

                Consultant shall not have, without the prior written consent of

                the Company, the right to delegate to employees or independent

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