SOFTWARE DISTRIBUTION AND SERVICES AGREEMENT

THIS AGREEMENT is made effective the 27th day of February, 2001.

BETWEEN:

VIRTUALSELLERS.COM, INC., a company incorporated pursuant to the federal laws of Canada, and having an office at 120 North LaSalle Street, Suite 1000, Chicago, Illinois, U.S.A. 60602

(the "Company")

AND:

IBRIDGE NETWORK INC., a company incorporated pursuant to the laws of the State of Washington, and having an office at 2033 Sixth Avenue, Suite 990, Seattle, Washington, U.S.A. 98121

(the "Distributor")

WHEREAS:

A.	The Company owns and/or has the right to license its TAG ACTIVATED MARKUP ENHANCER programming language software commonly known as TAME (the "Software") and wishes to obtain professional distribution and sales representation
services to promote the licensing of the Software to end users in the Territory (as defined herein);

B.	The Company owns and/or has the right to sell EMC Storage Services (as defined herein) and wishes to obtain professional distribution and sales representation services to promote the sale of the EMC Storage Services to customers
in the Territory;

C.	The Company provides the Transaction Processing Services (as defined herein) and wishes to obtain professional distribution and sales representation services to promote the sale of the Transaction Processing Services to customers
in the Territory;

D.	The Distributor has represented to the Company that it has the professional skills and ability to be the Company's distributor and sales representative for the purpose of promoting the licensing of the Software and the sale of
EMC Storage Services and the Transaction Processing Services in the Territory;

E.	The Distributor has agreed to purchase one end user license of the Software for its own use; and

F.	The Distributor wishes to act, and the Company wishes to have the Distributor act, on behalf of the Company to promote the licensing of the Software and the sale of EMC Storage Services and the Transaction Processing Services in
the Territory on the terms and subject to the conditions set forth in this agreement:

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises set forth above, the mutual covenants and agreements contained in this Agreement and the payment by the Company to the Distributor of ten ($10.00) dollars
(the receipt and sufficiency of which is hereby acknowledged by the Distributor), the parties hereby agree as follows:

ARTICLE 1
INTERPRETATION

1.1	DEFINITIONS

In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings:

1. "Confidential Information" includes all information disclosed by the Company to Distributor (whether in writing, orally or by any other means) in respect of:
2. "Customer Information" means information about potential and current customers of the Company or any derivative thereof and potential customer base and markets therefor, including customer names and addresses, the names of
employees of customers with whom the Company is in contact in business, customer requirements and the Company's contracts with customers, including details about pricing and supply;
3. "Distributor License Commissions" means the commissions that will be paid by the Company to the Distributor which is equal to twenty five (25%) percent of the Standard License Fees for each License Agreement sold by the Distributor
with a Standard License Fee and a percentage of the Other License Fees for each License Agreement sold by the Distributor with an Other License Fee, which percentage will be negotiated and agreed to by the Company and the Distributor for each License
Agreement with an Other License Fee prior to the execution of each such License Agreement;
4. "EMC Distribution Commissions" means the commission that will be paid by the Company to the Distributor which is equal to fifty (50%) percent of the Net Storage Fees;
5. "EMC Storage Services" means all EMC Storage services provided by the Company and its subsidiaries from time to time;
6. "Financial Information" means information about the Company's financial state including expenses, sales, income, profit, pricing, salaries and wages, and projections for the aforesaid information;
7. "including" means including without limitation or prejudice to the generality of any description, definition, term or phrase preceding that word, and the word "include" and its derivative expressions will be construed accordingly;
8. "License" means the Software license owned by the Company;
9. "License Agreement" means the Company's standard-form written license agreement governing the use of the Software by Licensees, as amended from time to time, the current form of which is attached as Schedule "A";
10. "Licensee" means any person, firm or corporation who enters into a License Agreement with the Company;
11. "License Fees" means the Standard License Fees or the Other License Fees, as applicable, payable to the Company by a Licensee in connection with the execution of a License Agreement;
12. "Marketing Information" means information about the Company's marketing programs, plans, strategies and proposed future products, services, advertising and promotion;
13. "Modification" means all enhancements, additions and other modifications made to the Software or any translation of the Software;
14. "Net Storage Fees" means the Storage Fees less (i) the amount of any costs of sales incurred by the Company in connection with providing the EMC Storage Services in the Territory; (ii) the amount of any commissions payable (but
excluding any EMC Distribution Commissions) in connection with the Storage Fees; and (iii) the amount of any network charges in connection with the Storage Fees;
15. "Net Transaction Processing Fees" means the Transaction Processing Fees less (i) the amount of any costs incurred by the Company in connection with providing the Transaction Processing Services in the Territory; (ii) the amount of
any commissions payable (but excluding any Transaction Processing Distribution Commissions) in connection with the Transaction Processing Fees; and (iii) the amount of any network charges in connection with the Transaction Processing Fees;
16. "Other License Fees" means the amount of fees (which amount of fees will be different than the Standard License Fees) payable to the Company by the Licensee in connection with the execution of a License Agreement, which fees will
be negotiated by the Company and each Licensee;
17. "Period" means the Initial Term and any Renewal Term;
18. "Standard License Fees" means the initial amount of $75,000 payable to the Company by a Licensee in connection with the execution of a License Agreement which amount may be adjusted from time to time by the Company as the Company
determines in its sole and absolute discretion;
19. "Storage Fees" means any fees that are billed and actually received by the Company for EMC Storage Services provided by the Company in the Territory as a result of the Distributor's efforts pursuant to this Agreement;
20. "Territory" means Africa and any other country or territory added as a Territory by mutual agreement of the parties to this Agreement;
21. "Trade Secrets" means information, including a formula, pattern, compilation, program, device, product, method, technique or process that:
22. "Transaction Processing Distribution Commissions" means the commission that will be paid by the Company to the Distributor which is equal to fifty (10%) percent of the Net Transaction Processing Fees;
23. "Transaction Processing Fees" means any fees that are billed and actually received by the Company for the Transaction Processing Services provided by the Company in the Territory as a result of the Distributor's efforts pursuant to
this Agreement; and
24. "Transaction Processing Services" means all transaction processing services provided by the Company and its subsidiaries from time to time, including credit card clearing services.
25. $10,000 on the day of the execution of this Agreement;
26. $10,000 on the day which is one month after the execution of this Agreement;
27. $10,000 on the day which is two months after the execution of this Agreement; and
28. the Company will retain the first $30,000 of the EMC Distribution Commissions earned by the Distributor pursuant to this Agreement.
29. distribute any copy of the Software without obtaining an executed License Agreement;
30. distribute any copy of the Software or grant any License to any person, firm or corporation residing outside of the Territory;
31. imply that the Licensee shall obtain more than a mere license to use the Software (being in object code form only) for the Licensee's personal use, or if the Licensee is a corporation, for its internal use solely; or
32. make or give any warranty, condition or representation on behalf of the Company that either supplements or is inconsistent with the limited warranties specified by the Company in the License Agreement.
33. not employ illegal or unethical practices in promoting the Software or in the sale of the License Agreements, the EMC Storage Services or the Transaction Processing Services;
34. represent the Company in a manner intended to preserve and enhance the reputation of the Company as a provider of quality services and products; and
35. otherwise promote the Software and the related licensing thereof and the sale of the EMC Storage Services and the Transaction Processing Services in accordance with the laws applicable to the various jurisdictions where the
Software is to be marketed hereunder and where the Distributor and the Company are situate.
36. to assist and co-operate with the Company to the extent requested by the Company in the protection of the Intellectual Property Rights, including the execution of any document to confirm the Company's title to and interest
in the Software and the Intellectual Property Rights and the assignment of any rights to or ownership interest in the Software and the Intellectual Property Rights that it may have acquired from the Company;
37. to take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity of the Intellectual Property Rights or the right of the Company to grant the rights herein or in the License Agreements;
38. to promptly notify the Company of any infringements or imitations by others of the Software and/or the Intellectual Property Rights when such becomes known to the Distributor and, where possible, to provide a sample of such
infringement or imitation and to co-operate with the Company in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such
infringements or imitations without the Company's prior written consent;
39. to promptly notify the Company of the failure of any Licensee to abide by any and all of the terms of the relevant License Agreement that becomes known to the Distributor; provided however, that the Distributor shall not institute
any suit or take any action on account of such failure without the Company's prior written consent;
40. not to produce, reproduce, copy, translate, adapt, alter, reverse engineer, decompile, disassemble, download, change hardware formats, rent, lease, share, lend, license, sub-license, communicate by telecommunication or
electronically distribute or market by any means the Software, except as expressly provided for in this Agreement or as otherwise expressly approved in writing by the Company; and
41. not to remove, modify or deface any logo, notice or legend of ownership or copyright, trade-marks, Trade Secrets or other Intellectual Property Rights from any material relating to the Software.
42. to keep all Confidential Information to which access is granted to or obtained by it in strictest confidence and not to disclose or permit disclosure of all or any portion of the Confidential Information to any person,
firm, corporation, business or other entity, except as otherwise expressly permitted by this Agreement or with the prior written authorization of the Company;
43. without prejudice to the generality of subsection 8.3(a), to exercise a degree of care in protecting the confidentiality of the Confidential Information that is at least equivalent to that which the Distributor uses to protect its
own information of like sensitivity and importance;
44. not to use all or any portion of the Confidential Information in any way which may be reasonably considered as detrimental to the business operations of the Company;
45. not to use all or any portion of the Confidential Information for any purpose other than as expressly authorized by this Agreement or in writing by the Company;
46. not to copy or otherwise reproduce or duplicate all or any portion of the Confidential Information without the prior written authorization of the Company, which authorization may be unreasonably withheld;
47. to permit access to the Confidential Information only to such of its directors, officers, employees and agents:
48. as need such Confidential Information for the proper use thereof or for the fulfilment of their regular duties with the Distributor; and
49. who, prior to receiving any such access, have executed a written confidentiality agreement with the Distributor containing terms, conditions and restrictions that are at least as stringent as the terms, conditions and restrictions
contained in this Agreement.  The Distributor shall be directly liable to the Company for any breach by the Distributor's directors, officers, employees and agents of such confidentiality agreements;
50. not to permit any director, officer, employee, agent or representative of any nominee corporation for them or any other party receiving Confidential Information on their behalf to disclose or permit disclosure of such information
to any person, firm, corporation, business or other entity for any purpose, except as expressly authorized by this Agreement or in writing by the Company;
51. to promptly advise the Company in writing if any unauthorized use or disclosure or any anticipated use or disclosure of all or any portion of the Confidential Information comes to the Distributor's attention and to take all
reasonable steps to stop such unauthorized or anticipated use or disclosure; and
52. to promptly return all Confidential Information, together with any copies thereof, to the Company upon demand.
53. any and all damage or deficiency resulting from any act, omission to act, misrepresentation, breach of warranty or non-fulfilment by the Distributor or any of its directors, officers, employees, agents or subcontractors of
any representation, warranty or covenant on the part of the Distributor contained in this Agreement;
54. any and all damage or deficiency resulting from any breach or non-fulfilment by any of the Distributor's directors, officers, employees, agents or subcontractors of any covenant on their part contained in any confidentiality
agreement relating to the Software (or of the breach of the confidentiality agreements of such directors, officers, employees, agents or subcontractors with the Distributor as described in Section 8.3(f)(ii)); and
55. any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing.
56. the sale or license of any software which is competitive with the Software, in that the competitive product has substantially the same functionality as the Software; or
57. the sale of any services which are competitive with the EMC Storage Services or the Transaction Processing Services.
58. will meet a Licensee's requirements;
59. will be error free; or
60. will not be interrupted by reason of any defect therein or by reason of fault on the part of Company.
61. any and all damage or deficiency resulting from any misrepresentation, breach of warranty or non-fulfilment by the Company of any representation, warranty or covenant on the part of the Company contained in this Agreement
or the License Agreement;
62. any claim resulting in non-appeallable damages awarded by a Court that the Software, alone, infringes any patent of a third party issued in the Territory on the effective date of this Agreement or infringes any copyright of a third
party within the Territory; and
63. any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing,
64. the Distributor breaches any material term of this Agreement and such breach is not cured to the satisfaction of the Company, acting reasonably, within ten (10) days after written notice describing that breach in reasonable
detail is delivered to the Distributor;
65. there is a change in voting or de facto control of the Distributor;
66. the Distributor becomes insolvent (as that term is defined by the relevant laws of United States), admits in writing its inability to pay its debts as they become due, or commits or threatens to commit an act of bankruptcy; a
receiver or other person with like powers is appointed for the Distributor or its business; the Distributor makes an assignment for the benefit of its creditors; any proceedings with respect to the Distributor are commenced under the compromise or
arrangement provisions of any applicable legislation, or the Distributor enters into an arrangement or compromise with all or any of its creditors pursuant to such provisions or otherwise; a resolution is passed, a petition is filed or an order is made
for the winding up or liquidation of the Distributor; a bankruptcy petition is filed or presented against the Distributor; or the Distributor is declared bankrupt;
67. any representation or warranty by the Distributor herein or in any other agreement or document that the Company has the benefit of, is or becomes untrue or incorrect in whole or in part and is not remedied to the satisfaction of
the Company, acting reasonably, within fifteen (15) days after written notice thereof describing that untrue or incorrect representation or warranty in reasonable detail is delivered to the Distributor; or
68. the operations of the Distributor are, in the opinion of the Company, acting reasonably, hindered by disputes between officers, directors or shareholders of the Distributor.
69. the Distributor shall immediately deliver to the Company all Confidential Information then in its possession or control, if any, and shall deliver a certificate of an officer of the Distributor attesting that all such
Confidential Information has been returned to the Company or deleted from all electronic data storage means, and shall retain no copies, analyses or summaries thereof, in any form or media whatsoever;
70. the Distributor shall refrain from further use of the Company's Confidential Information and shall promptly execute and deliver such documentation deemed necessary by the Company for the purpose of confirming the Company's
ownership of the Software and the Intellectual Property Rights;
71. the Distributor shall immediately cease to use or display and remove from all relevant materials and media, all of the Company's trade-marks for which permission had previously been granted by the Company to the Distributor to
display;
72. the Distributor shall immediately cease all marketing and promotional activities relating to the Software, the EMC Storage Services and the Transaction Processing Services and shall immediately deliver to the Company a Monthly
Sales Report containing information up to the date of termination or expiration, together with all information relating to potential License Agreements with Licensees;
73. the Distributor shall immediately remove from all of its relevant web sites and other marketing materials any references to the Software, the related Intellectual Property Rights and the EMC Storage Services and the Transaction
Processing Services, and refer subsequent inquiries from potential Licensees to the Company; and
74. the Distributor shall immediately pay all sums owing to the Company hereunder or as they subsequently become due.
75. the number of copies of the Software licensed to Licensees in the Territory during the applicable month and to date during the applicable Period;
76. the name, address, domain name, IP address, contact person and such other information as the Company may require of each Licensee which receives a License in the applicable month; and
77. a calculation of License Fees and Distributor License Commissions owing for the applicable month.