BIOQUEST INTERNATIONAL INC
SB-2, EX-10.7, 2000-09-26
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                                                                    EXHIBIT 10.7












                      DYNAMIC WEB SITE DEVELOPMENT PROPOSAL
                                     BETWEEN
                           BIOQUEST INTERNATIONAL, INC
                                       AND
                                  KIRK CIZERLE












<PAGE>




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                             BIOQUEST INTERNATIONAL


                          Technical and Cost Proposal:
                          Dynamic Web Site Development



                                  Submitted by:

                                  Kirk Cizerle
                              45850 Edwards Terrace
                               Sterling, VA 20166
                                 (703) 862-4663


                                 July 13, 2000


                      Copyright (C) 2000 Kirk Cizerle, Inc.
        The material in this document is trade secret of Kirk Cizerle and
          is intended exclusively for internal use only. All trademarks
                       belong to their respective owners.




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<PAGE>



Bioquest International - Phase One Web Site Development - Phase One
--------------------------------------------------------------------------------
Submitted July 13, 2000




                               Table of Contents



1     Introduction.............................................................1

2     Analysis of essential computing environment... ..........................2

3     Objectives...............................................................2

4     Proposal Solution........................................................3

5     Proposed Project Plan....................................................4




This  proposal  includes  information  that shall not be  disclosed  outside the
company or parties submitted to,  duplicated,  used, or disclosed-in whole or in
part for any purpose other than to evaluate this Project Plan.  If,  however,  a
contract is awarded to this  offerer as a result of or in  conjunction  with the
submission of this information,  the company or parties submitted shall have the
right to  duplicate,  use,  or disclose  the data to the extent  provided in the
resulting  contract.  This  restriction  does not limit the  company  or parties
submitted  to the  rights to use data  contained  in this  information  if it is
obtained from another source without  restriction.  The  information  subject to
this restriction is contained in all pages.

Submitted July 13, 2000                                                      TOC

<PAGE>

Introduction

         This  document  is a  proposal  to  Bioquest  International  from  Kirk
         Cizerle,  referred to as "the  consultant",  for e-commerce  management
         services  necessary  in  implementing  a new web site.  It involves the
         planning and managing of the design and  development  efforts to launch
         the "Phase One" web site for  Bioquest  International,  conducted  from
         early July 2000 and October 31st 2000.

         Bioquest  International  intends to provide a portal site  dedicated to
         content,   community,   and  commerce  for  individuals  interested  in
         alternative  medicine.  The Phase One web site will provide a "demo" of
         this portal and link potential customers and investors to an additional
         module  that will  provide  access to Bioquest  International's  Direct
         Public Offering. The module that will drive the DPO will be leased from
         a third party.  The  Bioquest  web site must allow  linkage to this DPO
         module as well as serve as an information  warehouse for showcasing the
         future of Bioquest  International's  dot com  presence.  Bioquest  will
         provide a list of requirements that will be used for the basis of Phase
         One development.  The focus of this initial  development will be on the
         structure  as well as the look and feel of the  website.  The site must
         present  the  company  to the  public at the same time it  prepares  to
         interact  as a full  e-commerce  site in Phase Two.  The Phase One site
         must be planned and built to scale for this future growth.

         A key  factor  for  launching  a  successful  web site is to  combine a
         flexible  approach with experience and skill to anticipate and overcome
         obstacles.  The consultant is able to work  efficiently and flexibly to
         meet  the  rigorous  market  demands  and  the  ever-changing  Internet
         landscape  by  quickly  understanding  requirements  for the  site  and
         leveraging knowledge gained from previous development work.


Analysis of essential computing environment

         In order for the Bioquest web site to be  accessible  on the World Wide
         Web,  Bioquest must choose an Internet  Service Provider (ISP) that can
         fulfill the following requirements for the consultant to accomplish its
         development  goals. The consultant will consult Bioquest  regarding ISP
         requirements  as part of the  proposal  solution.  Together an ISP that
         meets the Phase One budget and technical requirements will be chosen.

         The Bioquest web site will require at a minimum a Microsoft  Windows NT
         4.0 server with  Internet  Information  Server 4.0 or greater.  The ISP
         chosen to host the site must also support Microsoft Active Server pages
         and a back end  database  using  Microsoft  Access 97 for Phase One and
         Microsoft  SQL Server for Phase Two. The  consultant  and Bioquest will
         require  FTP  access to the  Bioquest  web site  directory  in order to
         upload and modify files that construct the web site.

         Minimum System Requirements are as follows:

                o        Pentium 600 Mhz

                o        256 MB RAM

                o        30 MB Hard Drive Space free

                o        Dedicated connectivity to Internet, T1 or higher

                o        FTP accessibility

                o        24 hour monitor and maintenance

                o        Daily / weekly backups

Objectives

         The  objectives of this  development  effort will be to produce a Phase
         One web site that will  demonstrate  the future dot com  business  that
         Bioquest  will operate.  The web site will tell the Bioquest  story and
         allow users to witness a sneak  preview of the Phase Two web site.  The
         web site  will  serve as a funnel  to a Direct  Public  Offering  (DPO)
         module  that  Bioquest  intends to use to raise  capital.  A portion of
         these efforts will eventually fund Phase Two.

<PAGE>

         The DPO web site  that the  Phase  One site will link to will be leased
         from a third party. MainStreetIPO.com is the current number one choice.
         Initial  meetings  with   MainStreetIPO   have  been  held.   Technical
         information  will need to be furnished to the  consultant  in order for
         the Phase  One web site to be  guaranteed  of a  seamless  link.  It is
         understood  that the Bioquest  web site can only have a single  one-way
         link to the DPO site leased from MainStreetIPO.com.

         Phase Two is not covered by this proposal.  Phase Two development  will
         be the design and creation of a fully  functional  e-commerce web site.
         This site's scope has yet to be determined  and will include but not be
         limited to: a store front that accepts multiple forms of payment,  chat
         and  email  capabilities,   searchable  indexes  regarding  Alternative
         Medicines,  Access to chat  sessions and phone  sessions  with Bioquest
         staff, email newsletters, and more.

Proposal Solution

         Development Methodology

         Kirk Cizerle, referred to as "the consultant", will serve as Bioquest's
         Chief Technology Officer, Sr. Web Architect, and Internet Strategist by
         managing and monitoring  the accurate  development of the Phase One web
         site.

         Multiple  tools will be used to monitor and track the  development  and
         activities  for this  engagement.  Visio will be used to develop a site
         architecture  showing  major  areas  within  the  web  site  and  their
         relations.  The Visio design will also serve as a set of blueprints for
         the development team to follow.

         Throughout  the project,  the  consultant  will provide  Bioquest  with
         bi-weekly  status reports that highlight the  accomplishments,  planned
         activities,  as well as any outstanding issues. The status reports also
         document the deliverables,  hours expended, related expenses, and total
         burn against the project  budget.  This ensures that Bioquest will stay
         informed of project progress and is aware of any issues that may impact
         the schedule.

         Web Development

         Together,  the  consultant  and Bioquest will select a Web  Development
         Company to implement  the plan that the  consultant  designs based on a
         requirements  analysis.  The  consultant  will be  involved in the site
         development process from planning to development to deployment.

         After  requirements  have been finalized the consultant will pinpoint a
         Web  Development  Company that fits the needs of Bioquest and the Phase
         One web site.  Schedule and Budgetary  requirements  will receive close
         attention in the selection process. A matrix will be created to outline
         each company's offerings in order to make the best decision.

         Deliverables:

                o        Web Development Team selected

         Design and Process Flow
         One of the first and most  important  steps is to organize  the content
         and  site  flow to  establish  a good  experience  while  visiting  the
         Bioquest web site. The consultant will work with Bioquest to prioritize
         corporate  information  and  determine  the best  methods  for  drawing
         attention  to specific  areas via  navigation  and design  tools.  This
         development stage will be used for strategically  designing the overall
         flow of the  application.  Once finalized the consultant will furnish a
         flowchart  graphically  depicting the site's layout and functional flow
         using the before mentioned Visio software. Deliverables:

                o        Site Map / Content hierarchical chart
                o        Flowcharts for each major piece of functionality

         Look and Feel

         In this phase,  the consultant  will work closely with Bioquest and the
         Web  Development  Company  to create a look and theme for the Web site.
         The consultant  and the Web  Development  team will determine  specific
         elements and preferences,  such as colors and presentation  style. Upon
         determining which homepage-look Bioquest approves,  navigation bars for
         the internal pages will be designed.  The consultant  approaches  every
         project with care, working hard to translate  Bioquest's needs onto the
         Internet.  To  effectively  provide  a design  and  concept  that  will
         accurately  portray  the  message,  the  consultant  will  look  to the
         Development  Company  for at least two  different  designs.  From those
         designs,  Bioquest  will be able to give the  consultant  feedback  for
         refining the designs.
         Deliverables:

                o        Homepage design
                o        Internal navigation bars

         Flash Intro

         The consultant will work with Bioquest to identify the powerful message
         that can be conveyed through a short Flash animated  presentation.  The
         presentation  will be used to  give a  brief  description  of  Bioquest
         International and demonstrate its appeal to its targeted audience.  The
         Flash  animation  will be  available  to  visitors on the site upon the
         deployment of Phase One. The programming of the animation  presentation
         will be done by the web development team. Deliverables:

                o        1-2 minute flash presentation

         Database Design and Entity Relation Diagram (ERD)
         Upon analyzing  Bioquest's Phase One requirements,  the consultant will
         determine the necessity and appropriateness of incorporating a back-end
         database. If applicable, the consultant will create a blueprint for the
         database  that  will  be  utilized  by  the  Web  Development  Company.
         Application  functionality is based upon the database  structure behind
         it.  Mapping out the  database  schema to see how the  components  will
         interact  is  an  imperative  exercise.   By  creating  an  ERD  before
         development  begins,  the consultant can anticipate issues between data
         elements  and  application  processes.  This  speeds  development,  and
         eliminates  many of the snags  that  cause  projects  to bog down.  The
         construction of the databases will be done by the web development team.
         Deliverables:

                o        Database Design Diagram
                o        Data Field Requirements

         Design and Content Implementation

         Once the "look and feel" of Phase  One is  established  and  electronic
         content is provided,  the consultant will initiate programming with the
         Web  Development   team.  The  consultant  will  ensure  with  the  Web
         Development  Company  that  they will use both HTML and DHTML to ensure
         that the site does not have compatibility  issues with Web browsers 4.x
         and  above.  The  programming  for the web site will be done by the web
         development team.
         Deliverables:
                o        Static html pages will be developed

         Web Hosting

         Once  programming  of the site has begun,  the  consultant  will locate
         several   hosting   options  that  meet  the  technical  and  financial
         requirements of Bioquest  International.  A matrix will be developed in
         order for the  consultant  to recommend its best choice for hosting the
         Phase One web site. The Web  Development  Company that builds Phase One
         will be looked at for possible  hosting  services as this could greatly
         streamline  the  process  of  publishing  the  site  on  the  Internet.
         Deliverables:
                o        Web Host selected

Proposed Project Plan

         Proposed Schedule

         Below is an abbreviated schedule of events that the consultant proposes
         as planning milestones in order to control project activities:

                o        July 14h , 2000 -  Requirements  list provided  to  the
                         consultant (b)

                o        July 25th - Draft Site Map and Flowcharts (c.)

                o        August 11th - Web Development Company selected (c,b)

                o        August 11th - Plan DPO link (c,d)

                o        August 16th - Blueprints  to  Web  Development  Company
                         for Phase One web site (c.)

                o        August 23rd - Review of Web site Graphics (c,b)

                o        August 29th - Begin programming (w)

                o        September 1st - Web Host selected (c,b)

                o        September 15th - Design Review (c,b)

                o        September 22nd - Establish DPO link (c,w)

                o        October 10th - Critical Design Review (c,b)

                o        October 20th - Modifications and Beta Testing (w)

                o        October 31st - Phase One site goes "live" (all)

         * Schedule Key (c.) Kirk Cizerle (b) Bioquest (w) Development  Team (h)
         Web Host (d) DPO

         ** This schedule and all deliverables  assume  availability of Bioquest
         in consultations  necessary for the approval of ongoing actions.  These
         items are also dependent on the timely availability of outside vendors;
         ie. a web development team, web hosts, DPO web site suppliers.


         Based upon the schedule and staffing requirements, listed below are the
         estimated costs  associated with performing the management  tasks.  The
         consultant  assumed  Phase One planning to begin in early July and that
         the site will go "live" October 31st.  This accounts for  approximately
         12 weeks to plan and implement the Phase One web site. The Project cost
         below has been  determined  by  estimating  the amount of time per week
         necessary to oversee this venture.

         This project cost does not include travel expenses or any out-of-pocket
         expenses. These will be billed through to Bioquest at actual cost.

         Hours/ Costs

              July - October:    12 weeks total

              Approximately 20 hours per week:    Approximately 240 hours total

              $180/ hr - Discounted:    $150/ hr

              240 hours x $150/hr = $36,000

              TOTAL COST:    $36,000
              -----------    -------


         Payment Schedule

         The total cost for this project is $36,000.00. This amount will be paid
         to the consultant in the form of cash and Bioquest  International Stock
         / Equity.  The amount in cash to be paid will be  $20,000.00  while the
         remaining  amount,  $16,000.00 will be paid in stock. The stock paid to
         the consultant  will be paid on a dollar for dollar ratio and be issued
         in the name of James Kirk Cizerle.

         Upon approval and  signature of both parties,  Bioquest will initiate a
         purchase  order (or check) for  $10,000.00,  which acts as a  retainer.
         Kirk Cizerle  will invoice this amount and initiate the project.  Then,
         during  the third  week of  August  2000,  Kirk  Cizerle  will  invoice
         Bioquest for one-half of the remaining fees,  $5,000.00,  and expenses.
         One week prior to the deployment of the Bioquest web site, Kirk Cizerle
         will invoice  Bioquest  for the  remaining  balance of fees,  the final
         $5,000.00, and appropriate expenses.

         PROPOSAL APPROVAL
         Kirk Cizerle's proposal of July 13, 2000 for consulting and management
         services for the BioQuest  International Phase One Web Site Development
         is hereby accepted as authorized by the following signatures:


APPROVED for                                     APPROVED for
BioQuest International, Inc.                     Kirk Cizerle "the consultant"

/s/ Pete Ewens                                   /s/ Kirk Cizerle
----------------------------                     ---------------------------
Name        Signature                            Name              Signature

Title:   President                               Title: Chief Technology Officer

Date:    July 31, 2000                           Date:    July 13, 2000




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