Engagement as Exclusive Agent, Consultant and Financial Advisor

United Institutional Investments, Inc.


September 24, 2001


ERICA 7349 Via Paseo Del Sur Scottsdale, AZ 85258


Via Fax: 480-951-1601


Re: Engagement as Exclusive Agent, Consultant and Financial Advisor


Gentlemen,


This engagement letter (the "Engagement Letter") confirms the engagement (the "Engagement") of United Institutional Investments, Inc., and Wien Group, Inc., (hereinafter "UII") by ERICA and its affiliate companies (the "Client" or the "Company") on an exclusive basis, to act as agent, consultant and advisor in connection with:


o arranging financing for the Company's operations and expansion;


o assisting the Company and management with ongoing issues regarding its
operations as a publicly traded company;


o financial advisory services including, but not limited to, Merger and
Acquisitions advice;


o representing the Company with regard to introductions to accredited
investors, financial institutions, strategic partners, and potential
clients.


1. Exclusive Authority


During the Engagement Period (as hereinafter defined), Client shall not itself undertake nor shall it appoint anyone else (other than UII and such other broker/dealers as UII may reasonably approve) to undertake to obtain financing for itself. If services are not performed as outlined herein, then this agreement will continue on a Non-Exclusive basis.


2. Engagement Period


The Engagement hereunder shall become effective on the date the Client executes and delivers this letter to UII (the "Commencement Date") and shall expire, unless extended by mutual agreement of the parties hereto, two (2) years after the Commencement Date (the "Termination Date"). The period, which is from the Commencement Date to the Termination Date, is sometimes hereinafter referred to as the "Engagement Period." Requests of either party hereto to


extend the Engagement Period shall not be unreasonably denied. If not extended by mutual agreement of the parties hereto, as provided for above, upon expiration of the Engagement Period all obligations of UII hereunder shall terminate.


3. UII Services


With effect from the Commencement Date, Client acknowledges that it has engaged UII for the Engagement Period, pursuant to the terms hereof, as its exclusive adviser and agent with respect to structuring, issuing and marketing the Securities and providing strategic consulting and financial advisory services (the "Transaction"). UII, or other such person, firm, or company as Client may have agreed in writing in advance, will, using reasonable good faith efforts, perform or cause to be performed the following services (collectively the "Services"):


o provide ERICA with $500,000.00 to cover costs of accounting, legal and
miscellaneous expenses so that ERICA will be able to carry out the
requirements of this Agreement within 90 days of signature;


o provide ERICA with an additional amount up to $7,000,000.00 equity capital
for the purchase of 75% of Erica International, Corp., Puerto Rico ("The
Water Plan");


o perform such due diligence with respect to the Revenue Streams, the parties
to the Transaction and other matters as UII shall reasonably deem necessary
in connection with the Transaction;


o work with Client, legal counsel, accountants, appraisers and other experts
and agents, if any, retained by or on behalf of Client to assist in the
Transaction(s); and


o prepare a working draft of a Private Placement Memorandum, subject to the
review of Client's legal counsel; prepare Due Diligence Packages and
oversee investor due diligence review; qualify investors to review
information, research and support compiled by UII with respect to the
Transaction and Client (the "Due Diligence Package"); subject to the
provisions hereof, Client's approval and securities laws, use its good
faith efforts to facilitate and oversee the marketing of the Securities,
and information regarding the Client through UII's network of accredited
and institutional investors or, with the Client's prior consent, by such
other means as UII deems appropriate.


UII shall have the right of first refusal during the Engagement Period and, subject to completion of a Transaction, a Merger or Acquisition Transaction, or the placement of debt or private equity, for a period of three years thereafter to act as Client's lead manager or exclusive placement agent in connection with any underwritten debt or equity public offering or any other financing that may be undertaken by Client, on the same terms and conditions as set forth in this Engagement Letter. Upon completion of any Transactions, UII shall also have the exclusive right to re-finance any of these Transactions up to eighteen (18) months after each Transaction's maturity. Any such financing shall be subject to among other things the following conditions:


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o satisfactory completion of due diligence; o satisfactory market conditions; o the absence of adverse changes to Client's business or financial condition;
and o completion of one of the aforementioned financings as the first transaction
and approval of UII's Underwriting Commitment Committee for any subsequent
transactions.


If UII does not agree in writing to act as the Client's lead manager or exclusive placement agent as referred to in this paragraph within three weeks of such request being made by Client confirming that the conditions referred to above are satisfied with respect to the financing requested, then Client shall be free to engage any other person, firm or company to act as its lead manager or exclusive placement agent in connection with that specific financing assignment.


4. Obligations of Client


Client acknowledges and agrees that it shall perform the following undertakings, agreements and covenants in connection with the Engagement:


o make available or cause to be made available to UII, at Client's expense,
all documents, agreements and other information, in hard copy and database
form, which in UII's reasonable judgment shall be necessary for the proper
performance of due diligence and/or the issuance for marketing of the
Securities, and the execution of Merger and Acquisition and other financial
advisory services;


o if Client accepts an offer to purchase the Securities from an investor
which requires UII to cease its marketing and sales efforts, UII's
obligations in respect of marketing for the Transaction are fulfilled;


o approve the designation of a firm to be designated by UII to serve as
Transaction counsel and Issuer's, UII's and/or investors' counsel should
UII, in the reasonable exercise of its discretion, determine that such
designation of counsel is necessary to properly perform the Services;


o cooperate fully with UIl in connection with the review and analysis of the
Revenue Streams and at UII's reasonable request, provide UII w ...