EXHIBIT 10.3

                       JOLTID SOFTWARE LICENSING AGREEMENT


                  This LICENSING AGREEMENT (this "AGREEMENT") is entered into as
of May 28, 2003 (the "EFFECTIVE DATE"), by and between Joltid, Ltd.  ("JOLTID"),
located at 28-30 The Parade, St Helier,  JE4 8XY, Jersey,  Channel Islands,  and
Altnet Inc.  ("ALTNET"),  located at 6335 Topanga Canyon  Boulevard,  suite 120,
Woodland Hills California, USA.

                                    RECITALS

A. Joltid (under its previous name  Blastoise  Limited) and Altnet  (through its
predecessor,  BrilliantP2P) are parties to that certain P2P Technology Licensing
Agreement,  dated as of December 31, 2001, relating to peer to peer technologies
owned by Joltid (the "PRIOR AGREEMENT").

B.  Joltid and Altnet  desire to enter into this  Agreement  to provide  for the
license to Altnet of software  technology  (the LICENSED  SOFTWARE)  that is not
covered by the Prior Agreement.

         Certain capitalized terms used herein are defined in SECTION 11, below.
In consideration of the mutual terms,  conditions and covenants  hereinafter set
forth, Joltid and Altnet agree as follows:

         1.       LICENSE

                  (a)  Subject to the terms and  conditions  of this  Agreement,
Joltid  hereby  grants  to  Altnet,  during  the  term  of  this  Agreement,   a
non-exclusive,  perpetual, irrevocable,  transferable,  worldwide license to use
and have used,  including the right to  sublicense  to USERS and CUSTOMERS  when
included as part of or for use with an Altnet Product, including for the purpose
of  establishing  for use by Altnet  and/or its  Customers  one or more  virtual
private peer to peer networks  (each,  a CHANNEL),  or services built thereon or
related thereto, the Licensed Software in object code form only.

                  (b)  Subject  to  the  other  terms  and  conditions  of  this
Agreement,  Joltid  shall  retain all right,  title and interest in the Licensed
Software,  Upgrades and any  modifications  or  enhancements  provided by Joltid
other than an Altnet  Development  (including,  but not limited to, ownership of
all copyrights and other intellectual property rights therein);  PROVIDED,  that
Altnet  shall  retain  all right,  title and  interest  in any  Altnet  Product,
including any Altnet GUI, and any modifications or enhancements thereto provided
by Altnet or Joltid (including,  but not limited to, ownership of all copyrights
and other intellectual property rights therein), but excluding in all cases that
portion,  if any, of any Altnet  Product that consists of the Licensed  Software
(or any Upgrades,  or other  modifications  or enhancements  thereto provided by
Joltid).  Altnet  shall  retain  all  right,  title and  interest  in any Altnet
Development  (including,  but not limited to,  ownership of all  copyrights  and
other intellectual property rights therein),  other than any Source Code for any
Altnet  Development  developed by Joltid ("AD SOURCE CODE"),  which Joltid shall
own subject to Altnet's  rights as set forth in this clause (b).  Joltid  hereby
grants to Altnet,  during the Term of this Agreement,  the exclusive (even as to
Joltid,  except  as  provided  in the next


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


sentence), perpetual,  irrevocable,  transferable,  worldwide license to use and
have  used  the  AD  Source  Code.  Notwithstanding  the  immediately  preceding
sentence, Joltid shall have the right to use, and to license to others the right
to use,  all or any  portion  of the AD  Source  Code  during  the  Term of this
Agreement  in a manner  that  does not  violate  Altnet's  copyrights  and other
intellectual property rights in the Altnet Development related to such AD Source
Code. Neither this Agreement, nor any action, omission or statement by Altnet or
Joltid,  nor Altnet's use of the  Licensed  Software  shall in any way confer or
imply a grant,  other than as provided in this  Agreement,  of rights,  title or
interest  thereto  or to any  element  or  portion  thereof,  including  without
limitation, copyrights, trademarks, trade names, service marks or goodwill.

                  (c)  ***

                  (d) Altnet  agrees  that it shall not remove any  proprietary,
copyright,  trademark,  service  mark or  other  legend  from  any  software  or
materials  provided by Joltid.  Altnet further  agrees to take other  reasonable
steps necessary to protect Joltid's intellectual property rights.

                  (e) Joltid  retains all rights to the  Licensed  Software  not
expressly granted to Altnet under this Agreement.

                  (f)  All   costs  and   expenses   related   to   either   the
implementation  by Altnet or creation of Altnet  Developments (if any) by Joltid
performed at Altnet's written direction, shall be borne solely by Altnet, and if
any such costs and expenses  have been borne by Joltid,  shall be paid to Joltid
by Altnet, as applicable,  upon invoice, all in accordance with the terms of the
Services Agreement.

                  (g)  Notwithstanding any of the other terms of this Section 1,
on the  occurrence  of any of the events  outlined in Section 1(h),  below,  the
Licensed Software, including all Source Code contained therein, will be released
to Altnet pursuant to Section 1(h), below.

                  (h) On execution of this  Agreement  by both  Parties,  Joltid
shall place all Source Code in an escrow  account to be co-owned by both Parties
and to be  released  to Altnet  on the  occurrence  of any one of the  following
events: (a) a material breach of this Agreement by Joltid by including,  but not
limited to, (i) a bankruptcy filing or declaration of insolvency,  (ii) repeated
failure to provide  mission  critical  services and updates  within a reasonable
time,  or (iii)  failure to  provide a  substantive  response  within 30 days to
important communications from Altnet relating to technology or services provided
by Joltid that are considered critical to Altnet conducting business in a manner
to which  it is  accustomed;  (b)  ***;  or (c)  Joltid's  breach  of any of its
representations or warranties,  including but not limited to, those appearing in
Section 9,


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


below.  The escrow  shall be  maintained  by a mutually  agreeable  third party.
Joltid  agrees to update the  escrow  with  respect to the Source  Code and user
documentation  on a  regular  basis  at  least  every  sixty  (60)  days or more
frequently  (including upon release of the Source Code and user documentation to
Altnet as set forth  herein)  in the event  that any  update or  Upgrade  to the
Source  Code is  available  to ensure  that it is at all times the most  current
version available.  Following release of the Source Code, Altnet may ***. Altnet
shall have the  non-exclusive  right to use and exploit the Source Code  without
restriction  or limitation  imposed under this Agreement from and after the time
that the Licensed Software is jointly owned by Altnet.  Notwithstanding anything
in this Section 1(h) to the contrary, if Joltid cures the breach or other action
that led to the release of the Source Code from escrow, then Altnet shall return
the Source Code to escrow to be held  during the  remaining  Term in  accordance
with this Section  1(h),  and  thereafter  the parties'  rights and  obligations
hereunder  with  respect to the  Source  Code shall be as they were prior to the
release of the Source Code from escrow.

                  (i) Altnet may not use the  Licensed  Software  except for the
limited  license  rights as  provided in Section 1 above.  Altnet  agrees not to
reverse  engineer,  decompile,  disassemble or otherwise attempt to discover the
source code of the Licensed Software and/or any component thereof.

                  (j) Altnet  shall not use the  Licensed  Software,  any Altnet
Product, or any other software  application in a manner that Altnet intends will
disrupt the operation of the network formed by the Licensed Software,  including
by: (i) flooding the network with  requests to disrupt use of the network;  (ii)
blocking  use of the  network  on  channels  other  than those of Altnet and its
customers  (other than allowing  Altnet's  users to disable the sharing of files
over non-Altnet  channels);  (iii) de-installing the Licensed Software; or (iii)
rendering the Licensed Software inoperable.

         2.       UPGRADES; ALTNET DEVELOPMENTS.

                  (a) USE OF UPGRADES BY ALTNET. Joltid agrees to make available
and to deliver to Altnet all Upgrades for Acceptance Testing pursuant to Section
3, below,  prior to general  distribution  to its other  licensees or end users,
excluding  delivery of such Upgrades for acceptance  testing to other licensees.
Altnet  may,  in its  sole  discretion,  reject  Upgrades  that do not  pass its
Acceptance  Testing  procedure or for any other reason, it being understood that
nothing  contained in this  Agreement  shall require  Altnet to use any Upgrade.
Joltid  shall not have any  obligation  to  provide  Upgrades  to Altnet  unless
Joltid,  at its own  discretion,  provides  Upgrades to another  licensee of the
Licensed Software.

                  (b)      ALTNET DEVELOPMENTS.

                           (i) An "ALTNET  DEVELOPMENT"  means a modification or
         enhancement  to,  change or new release of, the Licensed  Software that
         constitutes  an Innovation,  whether made by Joltid,  Altnet or a third
         party, that is made after the date of this Agreement in accordance with
         this  procedures  set  forth in this  SECTION  2(b).  From time to time
         during the Term, Altnet may, by written notice to Joltid,  propose that
         a significant modification or enhancement to, change or new release of,
         the  Licensed  Software be made which  introduces  a new feature or new
         functionality not


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


         then existing or specifically  contemplated by Joltid (as substantiated
         in  the  manner   provided   below)  (an   "INNOVATION")   pursuant  to
         specifications  to be  developed  by Altnet  pursuant to Schedule 4. An
         Innovation  shall not  include a routine  enhancement  or  modification
         made,  or  proposed  to be made,  in the  ordinary  course of  Joltid's
         business based on past practice.

                           (ii) Altnet's  initial notice shall briefly  describe
         the  principal  elements  of the  modification.  Following  receipt  of
         Altnet's  notice,  Joltid  shall reply to Altnet in writing  within ten
         (10) days,  stating whether or not Joltid agrees that the  modification
         constitutes  an   Innovation.   If  Joltid  claims  that  the  proposed
         Innovation  previously has been  specifically  contemplated  by Joltid,
         then Joltid shall  substantiate its position by providing Altnet with a
         written  summary of the  Innovation as  contemplated  by Joltid,  which
         summary shall contain  sufficient detail to enable Altnet and Joltid to
         determine   whether  the   modification   contemplated   by  Joltid  is
         substantially  equivalent to the modification  requested by Altnet.  If
         Altnet  disagrees  with Joltid,  or if Joltid  claims that the proposed
         modification  is not an  Innovation  for any  other  reason,  then  the
         procedures in clause (iv) below shall apply.

                           (iii)  If  Joltid   agrees   that  the   modification
         constitutes  an  Innovation,  then Altnet  shall  supply  Joltid with a
         detailed  description  of the  Innovation  and Joltid  shall have until
         thirty (30) days  following  receipt of this  detailed  description  to
         submit a bid to Altnet for the development of the Innovation, which bid
         shall include  reasonable detail as to cost,  timing,  deliverables and
         such  other  information  customarily  included  in bids  for  software
         development  projects.  Joltid's  bid may be based on prices  and other
         terms  which  are  different  from  those  set  forth  in the  Services
         Agreement.  Altnet shall either accept or reject Joltid's bid within 15
         days following its receipt by Altnet.  If Altnet accepts  Joltid's bid,
         such  Innovation  shall be made in  accordance  with  the  terms of the
         Services  Agreement.  If Altnet rejects Joltid's bid, Altnet shall have
         the right to either develop the Innovation  internally or contract with
         a third party to develop the  Innovation.  Joltid shall  cooperate with
         Altnet in all reasonable  respects in connection  with Altnet's or such
         third party's development of the Innovation (provided that Joltid shall
         have no obligation  to deliver  Source Code to Altnet or any such third
         party), including, without limitation,  implementing the Innovation and
         integrating it with the Licensed Software.  Altnet shall be responsible
         for and shall pay all costs of  developing  the  Innovation,  including
         paying Joltid to develop the  Innovation if Joltid's bid is accepted by
         Altnet.

                           (iv) If Altnet and Joltid  cannot  agree on whether a
         proposed modification constitutes an Innovation, then the parties shall
         act in good faith to try to resolve  the  dispute in a manner  mutually
         acceptable to both parties as follows:

                                    (A)  First,  representatives  for Altnet and
         Joltid shall  communicate by telephone  conference within seven days of
         failing to agree on whether the modifications is an Innovation;

                                    (B)  Second,  if the  parties  are unable to
         resolve  the  dispute  by  telephone  conference,  then  within 30 days
         following such conference,  representatives for Altnet and Joltid shall
         meet in  person  in  Toronto,  Canada,  at a time  and  place  mutually
         acceptable to both parties;


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    (C)  Finally,  if the  parties are unable to
         resolve the dispute in person,  then either  party shall have the right
         to submit the matter to binding arbitration, which arbitration shall be
         conducted  in  accordance  with  clause  (v)  below.  The  arbitrator's
         decision  in the binding  arbitration  shall be final,  conclusive  and
         binding  on the  parties,  will not be  subject  to  appeal  and may be
         entered as an order in any court of competent  jurisdiction  in Sydney,
         Australia.

                           (v) Any arbitration  instituted  under clause (iv)(C)
         above  shall be  conducted  in  Toronto,  Canada  before  a  nationally
         recognized  arbitration  association  in accordance  with the following
         provisions:  (aa) the  arbitration  will be held  before a panel of one
         arbitrator  who  will  have a  minimum  of 15 years  experience  in the
         software  industry,  such  that he or she is  considered  an  expert on
         software  matters;  (bb)  notice of a party's  election  to submit  the
         matter for  arbitration  shall be given to the other party  within five
         business days after election to submit the matter to arbitration;  (cc)
         upon  delivery  of such  notice,  the other party will have ten days to
         provide the  arbitrator  (and the other  party) with a statement of its
         position  (with  supporting  documentation)  regarding  the  matter  or
         matters in dispute,  and the failure to provide a statement of position
         within this period will  constitute a waiver of a Party's right to have
         the  arbitrator  consider  such  materials;  (dd) the  arbitrator  will
         consider  the  statements  of position  the  parties  submit and shall,
         within twenty business days after receipt of such materials,  issue his
         or her  decision;  (ee) each  party  will  bear  their own costs in the
         arbitration,  and  shall  equally  bear  the  costs  and  fees  of  the
         arbitration;  (ff) the arbitrator will specify the basis for his or her
         decision;  and  (gg)  any  arbitration  proceeding  hereunder  will  be
         conducted on a confidential basis.

                  (c) AUTOMATIC DISSEMINATION OF UPGRADES. Joltid agrees that it
will not automatically distribute any Upgrade, or otherwise supplement,  modify,
render  inoperable,  or alter  in any way the  Licensed  Software  that has been
distributed  to Users by Altnet  prior to Altnet's  acceptance  of the  Upgrade,
supplement  or  modification  in  accordance  with the  procedures of Section 3.
Additionally,  without  a  User's  express  permission  by  means of an end user
license  agreement  acceptable  to  Altnet  in form  and  implementation  (to be
evidenced by Altnet in  writing),  Joltid may not enable or permit a third party
web site or other software  application to access and use the Licensed  Software
that has been distributed to such User by Altnet. Furthermore,  Joltid shall not
take any action,  or  authorize  any third  party to take any  action,  that (i)
causes the Altnet EULA to be violated by Altnet or any of Altnet's customers, or
(ii) is not  permitted  by the Altnet EULA (as if Joltid were a party  thereto).
Following the termination of Altnet's rights to the Licensed Software,  if ever,
and subject to the additional  provisions of Section 6(c), Joltid may render the
Licensed  Software  that has been  distributed  to Users by  Altnet  inoperable,
provided that doing so will not affect any Altnet  Products or other  components
of Altnet  software  or software  modules  that are  working  together  with the
Licensed  Software  other than to the extent that such Altnet  Products or other
components of Altnet software or software  modules will no longer be able to use
the Licensed  Software.  In addition,  if any Upgrade or Altnet Development does
not pass the  Acceptance  Testing  procedure  or is  otherwise  not  accepted by
Altnet,  Joltid  expressly  agrees  not to  distribute  such  Upgrade  or Altnet
Development to Users who have received the Licensed Software from Altnet.


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


         3.       DELIVERY AND TESTING.

                  (a)      SOFTWARE   DELIVERY.   Within   three  weeks  of  the
Commencement  Date,  Joltid  shall  deliver to Altnet  those  deliverables  (the
"DELIVERABLES")  set forth on  SCHEDULE  1  including  without  limitation,  one
complete object code version of the Licensed  Software and documentation for the
Licensed  Software.  The  Deliverables  will be deemed  supplied  (although  not
accepted)  when Altnet  notifies  Joltid in writing that it has received all the
scheduled  Deliverables,  that  they are  satisfactory  and that  they  meet the
requirements listed below.

                  (b)      ACCEPTANCE   TESTING.   Upon  notification  that  the
Deliverables  have  been  properly   supplied,   Altnet  will  begin  performing
acceptance  testing  ("ACCEPTANCE  TESTING") pursuant to Schedule 2. Altnet will
supply  Joltid  with the  results of its  Acceptance  Testing  within 2 weeks of
commencing such testing.  If the Licensed Software fails Acceptance Testing then
Altnet  will  supply  Joltid  with a list of reasons  for  rejection  along with
reasonable  assistance in helping  Joltid  address the issues.  Joltid will then
have 2 weeks to supply an updated version of the Licensed Software, to which the
same  Acceptance  Testing  will apply.  If the Licensed  Software  does not pass
Acceptance  Testing within five iterations of the Acceptance  Testing  procedure
outlined above, and the failure relates to a material  component of the Licensed
Software which materially adversely affects Altnet's business,  then Altnet will
have the right to terminate this Agreement. Altnet will, at its sole discretion,
have the right to begin  distributing  the  Licensed  Software  pursuant to this
Agreement even though it has not passed Acceptance Testing.

                  (c)      ACCEPTANCE DATE. The "ACCEPTANCE DATE" is the earlier
of either (i) the date that the Licensed Software passes Acceptance Testing; and
(ii) the date that Altnet begins commercial distribution of a product containing
the Licensed Software.

         4.       OPERATIONS; TRAINING.

                  (a)      OPERATIONS.   In  order  to   maintain   the  virtual
peer-to-peer  network  and the  Altnet  Channel  in the  network  formed  by the
Licensed Software,  certain network  management  operations need to be performed
from time to time. These network  operations  relate to, but are not limited to,
the following:  (1) provision and operation of Network  Management Servers which
control  the  network,  (2)  updates,  bug fixes and  patching  of the  Licensed
Software already  installed by Users,  (3) remote  configuration of the Licensed
Software  already  installed  by  Users,  (4)  publishing  of  Content,  and (5)
operation of Originating  Server, on which the Content is initially deployed and
downloaded by Users until subsequent Users are able to download the Content from
other Users  (peer-to-peer).  Joltid shall  perform  tasks (1), (2) and (3), and
Altnet or its customers  shall perform task (4) and (5). Joltid agrees not to do
any of the foregoing acts to the extent they would  constitute an "automatic" or
"remote"  updating of the Licensed  Software  distributed by Altnet,  unless and
until  Joltid is  expressly  authorized  to do so by Altnet as  provided  for in
Section 2(c) above.

                  (b)      TRAINING.  Joltid shall provide technical training to
Altnet personnel as reasonably requested by Altnet to teach proper installation,
troubleshooting  and technical  support for the Licensed  Software,  at Altnet's
cost.  Such  training  shall  take  place  at such  times  and  places  mutually
acceptable to Altnet and Joltid.  If no agreement  can be reached  within thirty
(30) days of the date a  request  for  training  is  provided  to  Joltid,  such
training


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


shall  occur  in Tallinn,  Estonia.   Altnet  shall  pay  all  travel,  lodging,
transportation,  and  related  costs  of its  employees  participating  in  such
training.

         5.       CONSIDERATION, PAYMENT AND REPORTS

                  (a)      PAYMENTS.  Upon execution of this  Agreement,  Altnet
shall  pay  any  fees  due  as  described  in   Attachment  A   ("COMMISSIONS").
Notwithstanding  anything else to the contrary  contained  herein,  Altnet shall
have  no  obligation  to pay  Joltid  more  than  an  aggregate  of US  $***  in
consideration of this Agreement (the "MAXIMUM COMMISSION"). Altnet shall pay all
Commissions  as stipulated in Attachment A on a monthly basis within thirty days
of the previous month end.

                  (b)      RECOUPABLE, NON-REFUNDABLE ADVANCE. During the period
commencing  on July 1, 2003 and,  so long as this  Agreement  remains in effect,
continuing on the first day of each month thereafter until the later of (i) June
1,  2006 and (ii) the date  that  Altnet  ceases  to  commercially  utilize  the
Licensed  Software,  Altnet shall pay to Joltid $*** per month as a  recoupable,
but non-refundable, advance against Commissions (the "Advance"). Altnet shall be
entitled to recoup the Advance by  subtracting  the  Advances  from  Commissions
which  otherwise  would be  payable to Joltid.  Notwithstanding  the  foregoing,
Altnet's  obligation to pay Advances shall cease once the Maximum Commission has
been paid.

                  (c)      STATEMENTS.  Within  thirty  (30)  days of the end of
each calendar month during the Term, Altnet shall furnish to Joltid complete and
accurate statements,  certified to be accurate by an officer of Altnet,  showing
with respect to the preceding  calendar month and on a cumulative  basis, (i) if
the amounts due to Joltid  hereunder  are derived  from  parameters  internal to
Altnet,  those  parameters and  explanations to how these parameters are derived
and (ii) a calculation of all amounts due to Joltid  hereunder.  Such statements
shall be in such formats as Joltid and Altnet shall mutually agree, and shall be
furnished to Joltid  whether or not any  Licensed  Software has been used during
such calendar  month.  All payments  shall be paid in U.S.  dollars,  and in the
event Altnet has gross revenue earned in currencies other than in U.S.  Dollars,
then Altnet shall  convert said amounts each month into U.S.  Dollars based upon
the exchange rate  published by the Wall Street  Journal as of the fifteenth day
of the calendar  month  during  which such  amounts were earned,  or if such day
shall fall on a  non-business  day then as of the first  business day  following
said fifteenth day.

         6.       TERM AND TERMINATION

                  (a)      TERM.  This Agreement shall commence on the Effective
Date  and  continue  until  expiration  of  the  last  patent  and/or  copyright
(including  any  extension  thereof)  covering  the  Licensed  Software  or  any
component thereof in any jurisdiction  anywhere in the world,  unless terminated
earlier in accordance with Sections 6(b) or (c) below ("TERM").

                  (b)      TERMINATION.  Either  Party  shall  have the right to
terminate this  Agreement  upon written notice of termination by such Party,  if
the other Party has committed a material breach which is not cured within ninety
(90)  days  of  the  breaching  Party's  receipt  of  written  notice  from  the
non-breaching  Party or, if such  material  breach is not capable of being cured
within such ninety (90) day period,  the  breaching  Party has not taken  within
such ninety (90) day period  action  reasonably  designed to cure such breach as
soon as practicable.


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***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  (c)      TERMINATION  CONSEQUENCES.  Following  termination of
Altnet's  rights  to the  Licensed  Software,  if ever,  Altnet  shall  promptly
discontinue the use of the Licensed Software and, at Joltid's instruction, given
in the exercise of Joltid's sole  discretion,  shall, or shall permit Joltid to,
deactivate,  return,  overwrite,  and/or delete the Licensed Software and Joltid
Confidential  Information  then in its  possession  and eliminate the ability of
Users to download  additional Content using the Licensed software.  In addition,
Altnet  agrees that  following  termination  of Altnet's  rights to the Licensed
Software,  if ever,  Joltid may through means available to Joltid,  including by
accessing the Licensed Software  remotely or otherwise,  (1) disable in whole or
in part the Licensed  Software and/or (2) prevent Altnet from using the Licensed
Software to  communicate  with any or all Users,  and/or (3) prevent  Users from
downloading additional Content via the Licensed Software, and/or disseminate any
Upgrade, or otherwise supplement, modify, render inoperable, or alter in any way
the Licensed  Software in contravention of Section 2(c). In no event will Joltid
prevent  Users  from  accessing  or  playing  Content  that  they  have  already
downloaded and that is already on their  computers,  and in no event will Joltid
have the right to disable any Altnet  software  application  or software  module
that  is not a  Joltid-supplied  Licensed  Software  component.  Notwithstanding
anything in this Section 6(c) to the contrary,  if this  Agreement is terminated
by Altnet or Joltid  pursuant  to this  Section 6, Altnet  shall have  continued
access to the Licensed  Software for a period of up to one hundred  twenty (120)
days and Joltid shall not take any of the actions set forth in this Section 6(c)
during such period.  During this period,  Altnet shall  continue to pay the fees
and provide the statements to Joltid set forth in Section 5.

         7.       AUDIT RIGHTS.

                  Altnet  shall  keep  adequate  records  and books of  account,
consistent with industry  standards for companies  offering  services similar to
those  contemplated  by  Altnet,  containing  factual  information  required  to
calculate the amounts payable to Joltid  hereunder.  Joltid shall have the right
at its own expense,  exercisable no more than once in any calendar year, to have
independent  certified public  accountants  selected by Joltid inspect and audit
the  applicable  records of Altnet  pertaining to such payments  owing to Joltid
under Section 5. Such audit(s) shall be conducted upon reasonable  notice during
normal  business hours at the relevant  facilities of Altnet.  Such  independent
certified  public  accountants  shall be obligated in writing to Altnet to treat
all such  information as confidential  and must agree in writing not to disclose
any of it to  anyone,  except as  necessary  to  report  to  Joltid  information
regarding Altnet's compliance with its payment obligations hereunder. Should any
such audit  reveal a payment  shortfall by Altnet,  the amount of the  shortfall
shall be paid  promptly by Altnet after the  discovery  thereof,  together  with
interest  thereon  calculated  at an annual  rate equal to the lesser of (i) ***
percent (***5%),  or (ii) the maximum rate permitted by law, which rate shall be
applied from the date such  payment  should have been paid until such payment is
made, and should any such payment  shortfall exceed  (exclusive of interest) ***
percent (***%) of the amount due and is an amount in excess of *** U.S.  Dollars
($***),  then Altnet shall reimburse  Joltid for its costs incurred,  if any, in
connection with such audit.

         8.       CONFIDENTIALITY

                  (a)      CONFIDENTIAL  INFORMATION.  During  the Term,  either
Party may come into  possession of the other Party's  Confidential  Information.
For the  purposes  of  this  Agreement,  "CONFIDENTIAL  INFORMATION"  means  any
information that a Party designates as confidential or which the receiving party
knows or has reason to know is  confidential.


                                       8
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


Without limiting the foregoing,  Confidential  Information  includes  financial,
business and technical plans and strategies,  inventions, new products, services
or technology.  Confidential  Information does not include information which is:
(a) already known by the receiving Party at time of disclosure;  (b) or becomes,
through no act or fault of the receiving Party,  publicly known; (c) received by
the receiving  party from a third Party  without a restriction  on disclosure or
use; or (d) independently  developed by the receiving Party without reference to
the  disclosing  Party's  Confidential  Information.  The  receiving  Party  may
disclose  Confidential  Information to the extent  required to be disclosed by a
court or governmental  agency pursuant to a statute,  regulation or valid order;
provided that the receiving Party first notifies the disclosing  Party and gives
it the  opportunity  to seek a  protective  order or to  contest  such  required
disclosure.

                  (b)      RESTRICTIONS.  Each Party  shall hold the  disclosing
Party's   Confidential   Information  in  confidence  and  shall  not  use  such
information  except as permitted under this Agreement.  Each Party shall use the
same  precautions to prevent  disclosure to third parties of such information as
it uses  with  its  own  confidential  information,  but in no  case  less  than
reasonable efforts.

                  (c)      ADDITIONAL OBLIGATIONS.  Each Party agrees (i) not to
alter  or  remove  any  identification  of any  copyright,  trademark  or  other
proprietary  rights  notice  which  indicates  the  ownership of any part of the
Confidential   Information,   and  (ii)  to  notify  the  other   Party  of  the
circumstances  surrounding any possession,  use or knowledge of the Confidential
Information  by any  person  or  entity  other  than  those  authorized  by this
Agreement.

         9.       WARRANTIES; LIMITATION ON LIABILITY; INDEMNIFICATION

                  (a)      Joltid hereby represents and warrants that it (i) has
the full  power and  authority  to enter this  Agreement  and has  obtained  all
government  approvals  to enter and to perform this  Agreement;  (ii) shall keep
such approvals in force and shall obtain such additional government approvals as
may from  time-to-time  be  required;  (iii)  has the  right to grant all of the
rights,  licenses,  and privileges  granted to Altnet  herein;  (iv) it owns all
rights,  title and  interest  in and to the  Licensed  Software,  or has the all
rights to such Licensed Software  necessary for Joltid to enter into and perform
its  obligations  under this  Agreement,  or that in the case of any third party
software  that it has the right to grant a  sublicense  to use such third  party
software,  and the Licensed  Software is free and clear of any liens,  claims or
encumbrances and will not violate any third party's intellectual property rights
(including rights arising under patent, copyright, trademark or trade secret) or
personal  rights   (including   rights  arising  under  privacy,   publicity  or
defamation);  and (v) the Licensed Software shall conform to the  specifications
set  forth in the  Documentation  and/or  user  manuals,  and shall be free from
defects  in  workmanship  and  materials  that  prevent  them from  meeting  the
aforementioned criteria.

                  (b)      Altnet hereby represents and warrants that it (i) has
the full right and  authority  to enter into this  agreement  and to fulfill its
obligations  contemplated  herein;  (ii) has the full rights to  distribute  and
exploit  the  Content  under  the terms of this  agreement,  (iii)  owns  and/or
controls  the  copyright,  trademark  and  other  intellectual  property  rights
necessary  in order to deliver  and  distribute  the  Content  to Users  without
infringement  of the rights of any third party,  and (iv) complies with and will
continue to comply with  applicable  law in the  operation  of its  business and
distribution  of the Content and maintains or has the legally


                                       9
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


applicable party properly comply with any record keeping or other  documentation
requirements in connection with the Content.

                  (c)      If a third party  alleges,  formally  or  informally,
that Joltid or Altnet is infringing or violating,  or would infringe or violate,
that third party's intellectual property rights or other rights by reason of the
Licensed  Software or, if there exist  circumstances  reasonably  suggesting the
substantial  likelihood  or  possibility  of such a claim,  then Joltid,  at its
expense  and as approved by Altnet  shall:  (i) procure for Altnet,  in form and
content  reasonably  satisfactory  to Altnet,  the right to  continue to use the
Licensed Software in accordance with this Agreement,  (ii) replace or modify the
Licensed  Software at  Joltid's  expense so that it becomes  non-infringing,  it
being  understood,  however,  that the Licensed Software as modified or replaced
must  continue  to  materially  meet the  specifications  set  forth in the user
manuals;  or (iii) take those  other  actions  as may be  appropriate  given the
credibility,  scope and timing of the allegation or claim. If Joltid is not able
to  obtain a  license  or  otherwise  work  around  the  claim  on  commercially
reasonable  terms within sixty (60) days after  Joltid  receives  notice of such
claim,  Joltid may terminate this Agreement by giving a notice to that effect to
Altnet, in which case Joltid's sole and exclusive  responsibility,  and Altnet's
sole and exclusive  remedy,  shall be for Joltid to pay to Altnet direct damages
incurred by Altnet and to  indemnify  Altnet  against any third party  claims as
provided in clause (f) below.

                  (d)      EXCEPT  AS  OTHERWISE   EXPRESSLY  PROVIDED  IN  THIS
AGREEMENT,  JOLTID PROVIDES THE LICENSED  SOFTWARE `AS IS,' WITHOUT  WARRANTY OF
ANY KIND, EITHER EXPRESS OR IMPLIED.  JOLTID SPECIFICALLY  DISCLAIMS THE IMPLIED
WARRANTIES  OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE,  AND ANY
WARRANTIES ARISING BY AFFIRMATION,  PROMISE, DESCRIPTION OR SAMPLE. JOLTID SHALL
NOT BE OBLIGATED  TO PROVIDE ANY  UPGRADES  ENHANCEMENTS  OR  EXTENSIONS  UNLESS
SPECIFICALLY SET FORTH IN THIS AGREEMENT.  JOLTID NEITHER ASSUMES NOR AUTHORIZES
ANY PERSON TO ASSUME FOR IT ANY OTHER  LIABILITY.  THE SOFTWARE IS NOT DESIGNED,
INTENDED,  OR AUTHORIZED FOR USE IN ANY MEDICAL,  LIFE SAVING OR LIFE SUSTAINING
SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD
CREATE A SITUATION  WHERE  PERSONAL  INJURY OR DEATH MAY OCCUR.  JOLTID  NEITHER
ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY.

                  (e)      EXCEPT FOR THE  OBLIGATIONS  OF A PARTY TO  INDEMNIFY
ANOTHER PARTY FOR THIRD PARTY CLAIMS AS PROVIDED FOR IN CLAUSE (F) BELOW,  IN NO
EVENT  SHALL  EITHER  PARTY HAVE ANY  LIABILITY  TO THE OTHER PARTY FOR ANY LOST
PROFITS OR FOR ANY INDIRECT,  SPECIAL OR  CONSEQUENTIAL  DAMAGES  ARISING OUT OF
THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND WHETHER OR
NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

                  (f)      Each party hereby  agrees to indemnify,  defend,  and
hold the other party harmless from any claims,  losses,  liabilities,  causes of
action and costs  (including  reasonable  attorneys'  fees)  arising from, or on
account  of, or related  to the  following:  (i) any breach by the  indemnifying
party of its obligations,  representations  and warranties  hereunder;


                                       10
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


and (ii) where  Joltid is the  indemnifying  party,  any claim by a third  party
arising from the Licensed Software.

         10.      JOLTID SERVICES. Joltid will, throughout the Term:

                  (a)      Use its  commercially  best  efforts to maintain  the
Licensed Software to the highest possible industry standards;

                  (b)      Actively  monitor  and use the  Licensed  Software to
ensure that all aspects of it are consistent with the terms of this Agreement;

                  (c)      At  Altnet's  written   request,   assist  Altnet  to
integrate, use and exploit the Licensed Software, at the cost of Altnet;

                  (d)      Carry out, to industry standards,  all necessary work
on Upgrades;

                  (e)      Maintain, in a secure location, backups of all source
code and object code relating to the Licensed Software;

                  (f)      Deliver   to  Altnet   all   enhancements,   updates,
documentation, object code, new features, security updates, etc. to which Altnet
has the right to receive, promptly as they become available. In any event Altnet
should  receive  these items no later than the same  business  day that they are
made available to any other Joltid customer;

                  (g)      Provide whatever assistance Altnet needs in order for
Altnet to conduct  audits of all paid work being done by Joltid for Altnet.  The
purpose  of these  audits  is to ensure  that the paid  work will meet  Altnet's
specifications and requirements; and

                  (h)      Actively  monitor  internet  newsgroups,  peer-2-peer
related web sites,  news sites and other relevant  sources to check for security
breaches,  hacker activity,  unauthorized use of the Licensed  Software,  or any
other activity that may compromise the security or functionality of the Licensed
Software by Altnet and/or its customers. If such a breach, etc, is discovered or
if Joltid is notified of such a breach by Altnet or any of its  customers,  then
Joltid  will at the  highest  priority  attempt to  develop a  solution  to said
problem,  and as a matter of urgency supply Upgrades,  enhancements,  patches or
fixes to Altnet  for  Acceptance  Testing,  which  Altnet  shall  conduct at the
highest priority.

                  (i)      Maintain the NMS (network management  services) class
web  servers,   software,  and  other  infrastructure  necessary  to  operate  a
peer-to-peer  network utilizing the Licensed Software with high availability and
fast response times.

                  (j)      Provide to Altnet all  statements,  reports and other
information,  whether written or electronic,  produced by Joltid and relevant to
usage of the Licensed  Software by Altnet or any of its  customers  from the NMS
within 24 hours from the date so produced.  Joltid shall deliver such reports to
Altnet via e-mail.

         11.      DEFINITIONS.

                  "ALTNET  EULA"  shall  mean  the end  user  license  agreement
included  in the  first  download  to an end user of an Altnet  Product  that is
bundled with the Licensed Software.


                                       11
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  "ALTNET GUI" means the software component  developed by Altnet
that presents to the user a graphical  user  interface  which allows the user to
interact with the Licensed Software, and provides features including controlling
settings,  viewing, browsing,  searching, and downloading;  provided that Altnet
GUI shall not include any graphical  user  interface  developed by or for Joltid
that is included as part of the Licensed Software.

                  "ALTNET  PRODUCT"  means a product  developed by or for Altnet
that makes use of the Licensed Software,  including,  without limitation,  those
products  presently  contemplated  which are described in SCHEDULE 5;  PROVIDED,
HOWEVER, that such product provides value or additional services to or functions
for users that are sufficiently  significant to result in the product, when used
with the Licensed Software,  to not be substantially  equivalent to the Licensed
Software.

                  "CUSTOMERS"  means  companies  or  Users to  which  Altnet  is
selling, renting, distributing, etc, an Altnet Product.

                  A "CHANNEL" is a logical  private  network  within the broader
network  provided by the  Licensed  Software.  A Channel is created by assigning
Altnet or an Altnet  Customer one or more CHANNEL IDs, with that same Channel ID
not being  granted to any other  party.  The holder of that Channel ID will then
have the ability to assign names or File IDs  according  to their own  preferred
naming conventions,  with full assurance that their files will not conflict with
those of holders of other Channel IDs.

                  "CONTENT"  means data files that have been  downloaded  onto a
User's  computer  by  means of the  Licensed  Software.  "Content"  specifically
excludes  files that are present on a User's  computer,  or can be downloaded by
Users,  where such files have not been downloaded,  or are not in the process of
being downloaded,  by means of the Licensed Software,  even if an identical file
is available for download via the Licensed Software.

                  "JOLTID   KNOW-HOW"   includes,   but  is  not   limited   to,
confidential and proprietary  information developed by and/or licensed to Joltid
from  time-to-time  that relates to the  contents,  workings,  installation  and
implementation of the Licensed Software.

                  "LICENSED  SOFTWARE" is the Content  Distribution  Environment
computer program under the name PeerEnabler, as more fully described on SCHEDULE
3 hereto, including "Joltid Know-How" and user documentation therefor.

                  "PARTY"  means  individually  Joltid or Altnet,  and "PARTIES"
means collectively Joltid and Altnet.

                  "SERVICES  AGREEMENT" means that certain  Services  Agreement,
dated as of the date hereof, by and among, Altnet, Joltid, and Brilliant Digital
Entertainment, Inc.

                  "SOURCE CODE" includes

                  --       the  human-readable source code for all components of
the Licensed Software,

                  --       all additional documentation, settings, data or other
files needed to compile and run the Licensed software


                                       12
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  --       all   additional    tools,    utilities,    settings,
documentation,  data files, network node or IP address information,  etc, needed
to set up,  operate and  maintain a network of  computers  running the  Licensed
Software  such  that the  computers  can  communicate  with  each  other via the
Licensed  Software and perform all the  download,  sharing,  reporting and other
functions  that would be expected of the  Licensed  Software  under the terms of
this agreement.

                  --       all code,  documentation and settings for the Network
Management computers, nodes or services.

                  "UPGRADE" means a modification  or enhancements  to, change or
new release of, the  Licensed  Software,  that is made by or on behalf of Joltid
after the date of this  Agreement  and that is  intended  for broad  release  by
Joltid to its licensees or end users, other than an Altnet Development.

                  "USERS"  means  individual  end users of computer  systems who
have installed the Licensed Software.

         12.      GENERAL

                  (a)      PUBLICITY.  Except as may be required  by  applicable
law,  regulation or stock  exchange  rule,  the Parties hereto shall not issue a
press release or public announcement or otherwise make any disclosure concerning
this Agreement or the terms hereof,  without prior written approval by the other
Party.

                  (b)      ASSIGNMENT.  Neither Party may assign this Agreement,
in whole or in part, without the other Party's prior written consent (which will
not be  unreasonably  withheld or delayed),  except that either Party may assign
this Agreement (i) in connection with a sale of all or substantially all of such
party's assets, (ii) to a subsidiary or affiliate, or (iii) as part of a merger,
consolidation  or  reorganization.  It  shall be noted  that,  whenever  in this
Agreement  one of the Parties  hereto is named or referred to, the heirs,  legal
representatives,  successors,  successors-in-title  and assigns of such  Parties
shall be included,  and all covenants and agreements contained in this Agreement
by or on behalf of the Parties shall be binding upon and inure to the benefit of
their respective heirs, legal representatives,  successors-in-title and assigns,
whether so expressed or not.

                  (c)      GOVERNING LAW. This Agreement will be governed by and
construed in accordance  with the laws of the State of  California.  The Parties
hereto  expressly  acknowledge  and  agree  that  the  exclusive  forum  for the
resolution  of  disputes  hereunder  shall  be the  courts  located  in  Sydney,
Australia, and waive any objection thereto on the basis of personal jurisdiction
or venue.

                  (d)      ATTORNEYS'  FEES.  If  any  action,   suit  or  other
proceeding  is  instituted  concerning  or arising  out of this  Agreement,  the
prevailing Party shall recover all of such Party's reasonable outside attorneys'
fees and costs incurred in each and every such action, suit or other proceeding,
including any and all appeals or petitions therefrom.

                  (e)      NOTICE.  All notices  required to be given  hereunder
shall be deemed to have been  given:  (i) seven (7) days  after  deposit  in the
mail, postage prepaid for first-class mail, return receipt  requested;  (ii) one
(3)  days  after  deposit  with  Federal  Express  or  another


                                       13
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


internationally recognized overnight delivery service, delivery charges prepaid;
or (iii) upon the date of receipt  of written  confirmation  that the notice was
transmitted by electronic facsimile device, as set forth below:

                  If to Joltid:         28-30 The Parade
                                        St Helier, JE4 8XY, Jersey
                                        Channel Islands
                                        Attn: Director
                                        Fax:  +44 1534 636 215


                  If to Altnet:         Altnet, Inc.
                                        6355 Topanga Canyon Boulevard, Suite 120
                                        Woodland Hills, CA 91367
                                        Attn: Chief Executive Officer
                                        Fax: +1 (818) 615-0995

                  (f)      NO AGENCY.  The  Parties  acknowledge  and agree that
they at all times shall remain independent contractors and will have no power or
authority to assume or create any obligation or responsibility on behalf of each
other.  This Agreement will not be construed to create or imply any partnership,
agency or joint venture.

                  (g)      SEVERABILITY. In the event that any of the provisions
of this Agreement are held to be unenforceable under any applicable law or be so
held by an applicable court decision,  the remaining  portions of this Agreement
will remain in full force and effect.

                  (h)      MODIFICATIONS    AND   WAIVERS.    Unless   otherwise
specified,  any amendment,  supplement or modification of or to any provision of
this Agreement, any waiver of any provision of this Agreement and any consent to
any  departure  by the  parties  from  the  terms  of this  Agreement,  shall be
effective only if it is made or given in writing and signed by both parties.  No
failure or delay on the part of either party in exercising  any right,  power or
remedy under this Agreement  shall operate as a waiver,  nor shall any single or
partial  exercise  of any such  right,  power or  remedy  preclude  any other or
further exercise or the exercise of any other right, power or remedy.

                  (i)      FORCE  MAJEURE.  If any  Party to this  Agreement  is
delayed in the performance of any of its obligations  under this Agreement or is
prevented from  performing any such  obligations  due to causes or events beyond
its control, including,  without limitation, acts of God, fire, flood, strike or
other labor problem, injunction or other legal restraint, present or future law,
governmental order, rule or regulation,  then such delay or nonperformance shall
be excused and the time for performance thereof shall be extended to include the
period of such delay or  non-performance;  provided however,  the non-performing
Party is  without  fault in  causing  such  non-performance  or delay,  and such
non-performance or delay could not have been prevented by reasonable precautions
and cannot  reasonably be circumvented by the  non-performing  Party through the
use of alternate  sources,  workaround  plans or other means. In any such event,
the  non-performing  Party  shall be excused  from any  further  performance  or
observance of the obligation so affected only for so long as such  circumstances
prevail  and such Party  continues  to use  commercially  reasonable  efforts to
recommence  performance  or observance as soon as  reasonably  practicable.  Any
Party so delayed in its performance shall  immediately  notify the other Parties
to whom  performance  is


                                       14
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


due by  telephone  (to be  confirmed  in  writing  within  two  (2)  days of the
inception  of such  delay)  and  describe  at a  reasonable  level of detail the
circumstances causing such delay and the Party's efforts to minimize such delay.
Any Party  delayed  in its  performance  shall  also  promptly  notify the other
Parties when such force majeure event ends.

                  (j)      HEADINGS.  The  Headings to the sections and exhibits
of this  Agreement are included  merely for  convenience of reference and do not
affect the meaning of the language included therein.

                  (k)      RIGHTS TO INJUNCTIVE RELIEF. Both Parties acknowledge
that remedies at law may be inadequate to provide full compensation in the event
of a material  breach relating to either Party's  obligations,  representations,
and  warranties  hereunder,  and the  non-breaching  Party  shall  therefore  be
entitled to seek injunctive relief in the event of any such material breach.

                  (l)      INTERPRETATION. In the event either Party relating to
any  conflict,  omission or  ambiguity  in this  Agreement  makes any claim,  no
presumption  or burden of proof or persuasion  shall be implied by virtue of the
fact that this  Agreement  was  prepared by or at the request of either party or
its counsel.

                  (m)      SURVIVAL.  Sections 6(c), 7, 8, 9(d) through (f), and
12 shall survive termination of this Agreement.

                  (n)      COUNTERPARTS.  This  Agreement may be executed in two
or more  counterparts,  each of which shall be deemed an original.  For purposes
hereof,  a facsimile  copy of this  Agreement,  including  the  signature  pages
hereto, shall be deemed to be an original.

                  (o)      ENTIRE AGREEMENT.  This Agreement is the complete and
exclusive  agreement  between the  Parties  with  respect to the subject  matter
hereof,  superseding any prior agreements and  communications  (both written and
oral)  regarding  such  subject  matter.  If there is a  conflict  between  this
Agreement  and the Prior  Agreement,  this  Agreement  shall  control  and shall
supercede and replace the Prior  Agreement to the extent of such  conflict.  The
parties  acknowledge  that it is  Altnet's  present  intent to use the  Licensed
Software in its product  offering,  and not the software and other  intellectual
property that is the subject of the Prior  Agreement.  Until  termination of the
Prior  Agreement,  however,  Altnet  reserves  the right to  continue to use the
software  and  other  intellectual  property  that is the  subject  of the Prior
Agreement in accordance with the terms thereof.


                                       15
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto have  executed  and
delivered this Agreement as of the Effective Date.



JOLTID LTD.                                       ALTNET INC.

By:  Insinger Secretaries (Jersey) Limited        By:    /S/ KEVIN BERMEISTER
                                                       ----------------------
Its:   Secretary
         By:     /S/ MICHELLE MCNANEY             Name:  Kevin Bermeister
              ----------------------------        Title: CEO
                 Michelle McNaney
         Its:    Authorized Signatory


                                       16
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                  ATTACHMENT A
                                  CONSIDERATION

Altnet  shall pay to Joltid *** percent  (***%) of the  Adjusted  Gross  Revenue
received  from  the  exploitation  of  the  Licensed  Software   ("COMMISSION").
"ADJUSTED GROSS REVENUE" shall mean any and all gross revenue actually  received
by Altnet in connection with direct exploitation of the Licensed Software,  less
any and all verifiable  direct costs incurred by Altnet  including  royalties to
copyright  holders,  fees  payable  to third  parties  for  distributing  Altnet
products incorporating the License Software, and end user incentives.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                   SCHEDULE 1
                              LIST OF DELIVERABLES

1. LICENSED SOFTWARE
The Licensed  Software is to be supplied as a Windows COM component (or in other
form as required to meet Altnet's  technical  and  commercial  requirements).  A
version of the Licensed Software has been delivered to Altnet.

This component will accept  commands and  instructions  to download files from a
P2P  network  and  it  will  return  the  requested   files  along  with  status
information, error information, etc, as required by Altnet.

The Licensed Software must meet Altnet's technical and commercial  requirements,
including but not limited to:

a)   compatibility  with usage  applications  planned by Altnet outlined in this
     agreement
b)   compatibility with other Altnet software  applications  and/or web services
     which need to make use of, or interface,  to or download  files from,  said
     Licensed Software
c)   secure and robust delivery of content on the P2P network
d)   protection against  non-licensed parties having access to content belonging
     to Altnet's licensed customers,  with such "file theft prevention" measures
     meeting Altnet's requirements.
e)   ability to find,  download and share content with both PCs connected to the
     internet as well as PCs connected to the same Local Area Network (LAN).
f)   95% or greater bandwidth cost reduction, as measured by bandwidth to Altnet
     and its Customer's fallback servers, compared to users downloading the same
     files directly from those servers without using the Licensed Software


2.   CONTENT SIGNING TOOL
The Content  Signing  Tool is a program,  or set of programs,  that  calculate a
Content Signature for a specified Signing Certificate and input data file.

The Content Signing Tool will be supplied in the following forms:
a)   As a self-contained EXE file.
b)   As a DLL which accepts as input the name of the file to be signed and other
     parameters,  and  returns  a  data  structure  that  includes  the  Content
     Signature of the specified file.

All  forms  of the  Content  Signing  Tool  must  meet  Altnet's  technical  and
commercial requirements.


3.   CERTIFICATE CREATION TOOL
The Certificate Creation Tool is a program, or set of programs,  that generate a
Signing Certificate for a specified customer or user of the Licensed Software.

The Certificate Creation Tool will be supplied as a self-contained EXE file.

The  Certificate  Creation  Tool must meet  Altnet's  technical  and  commercial
requirements.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


4.   INTERFACE FOR REVOKING CERTIFICATES
The  software  component  that  can be used to  revoke  certificates  previously
created  with the  certificate  creation  tool.  This will be  provided as a web
interface.  Development of the certificate revocation interface will be invoiced
to Altnet subject to received Order and according to agreed upon hourly fees.


5.   NETWORK PROPAGATION METHOD OR TOOL
After a file has been digitally  signed using the Content Signing Tool, the file
can now be `pushed' or otherwise  made  available  for download via the Licensed
Software.

Joltid will supply Altnet with the tools,  software,  documentation and anything
else needed to allow Altnet to make its own or its Customers  files available on
the P2P network.  Such tools, software or services must meet Altnet's commercial
requirements.


6.   CHANNELS
Joltid will assign Altnet ten thousand  (10,000)  Channels  forming a continuous
range from Channel 1000-10999.


7.   NETWORK MANAGEMENT REPORTS
The  Licensed  Software  incorporates  methods of  reporting  download and other
statistics back to a Network Management  Server.  Joltid shall make available to
Altnet all reports, statistics or other information gathered from or reported by
Altnet's Users or Customers.  Such access shall preferably be real-time  reports
via a  dedicated  web page,  but if that is not  possible  then Joltid will send
Altnet every 7 days a report, in a mutually agreed format, that includes all the
aforementioned information.

Joltid  understands  that usage  reports  prepared  by Altnet  pursuant  to this
agreement  may be based in whole or in part on stats and reports  obtained  from
the  Joltid NMS or other  Joltid  stats  servers,  and that  supply of  accurate
reporting  by Altnet  is  therefore  conditional  on the  availability  of these
reports.


8.   DOCUMENTATION
Joltid will supply full and comprehensive  documentation including:
     o   API, usage and architecture documentation for the Licensed Software.
     o   usage documentation for the Signing Tool, Certificate Creation Tool and
         other tools or services needed to publish content,  sign files,  create
         licenses, revoke licenses, etc.
     o   documentation  that explains the stats and reports  provided by the NMS
         or otherwise  available via a Joltid service that show file  downloads,
         etc.
     o   documentation  describing the operation,  usage, and parameters of each
         of the following items
         - Installer and Uninstaller operation & wording displayed  to the user
         - time  for  a file  available on  a peer  to become  known across  the
           network
         - how the Control  Panel settings influence the  behavior and operation
           of the Licensed Software.


                                       3
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


All  documentation is to be of industry standard or above and to a level where a
competent software developer is able to develop an optimally-functioning product
that uses the Licensed  Software,  without  needing to directly  contact  Joltid
staff for assistance.


9.   JOLTID TEST PLAN
Joltid will supply full and  comprehensive  test plans and test  results for the
Licensed  Software  that (a)  demonstrate  the level of  testing  undertaken  by
Joltid,   and  (b)  provide  a  basis  that  allows  Altnet  to  determine  what
addititional testing Altnet needs to perform itself or request from Joltid.


                                       3
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.


<PAGE>


                                   SCHEDULE 2
                               ACCEPTANCE TESTING

Acceptance  Testing will be  performed  by Altnet upon  delivery of the Licensed
Software,  and then upon each additional  version of the Licensed  Software that
will be used by Altnet.

Altnet  will  supply  Joltid with a detailed  Test Plan that  outlines  Altnet's
Acceptance  Testing  procedures,  and Altnet's  Acceptance  Testing will be done
according to this Test Plan.

Altnet will supply Joltid with its Test Plan for the Licensed  Software within 2
weeks of the signing of this agreement.

The procedure for Acceptance testing is as follows:

1.   ANNOUNCEMENT.  A planned  update is announced  via the "Joltid  PeerEnabler
     Developer  News e-mail",  giving the planned date for when the test version
     is available and the planned  release date.  The date for the Licensee Test
     Period is at least two (2) weeks after the announcement. Joltid will expect
     a  confirmation  from  Altnet,  in the  form of an  email  reply  from  the
     Licensee, that the announcement has been received.
2.   LICENSEE TEST PERIOD.  The Licensee Test Period starts when the  unreleased
     update is  distributed  through an  announcement  via  "Joltid  PeerEnabler
     Developer  News".  The Test Period is two (2) weeks.  If problems  with the
     planned release are found, these must be reported back to Joltid during the
     Test Period.  Altnet shall together with Joltid  determine the cause of any
     compatibility problems.
3.   PUBLIC  RELEASE.  If no  compatibility  problems  are  found  Altnet  shall
     promptly  approve the Acceptance Test and the update will be released after
     the approval,  which shall not be  unreasonable  withheld.  If problems are
     found in the  update,  the release is  cancelled  and a new  Licensee  Test
     Period will be started as soon as the problems are solved.
4.   AUTOMATIC UPDATES.  Automatic Updates of already  distributed copies of the
     Licensed  Software  will take place not before  thirty  (30) days after the
     acceptance of the update.

Joltid shall actively  pursue that Altnet sends the  confirmation of the initial
announcement.  If the  confirmation is not received three (3) working days after
the announcement, Joltid shall again contact Altnet for a confirmation.

In the event that there would be a need for an Emergency Update the announcement
will be made with the subject "Emergency Update for PeerEnabler" and the message
will have  highest  priority.  In an  Emergency  Update the update  procedure is
modified so that the test period can start  right after the  announcement  of an
Update.  The test period is in the case of an Emergency  Update two working days
not including Friday.

The  Upgrade  shall be deemed to have  passed  Acceptance  Testing  if after the
Acceptance  test Altnet can verify that the Update is  compatible  with previous
versions  of  the  Application  Programming  Interface,  the  Licensed  Software
performs  and  functions  as  previous   versions  and  that  the  Update  meets
specifications of the Update,  where such  specifications are provided by Altnet
for any Altnet  Developments  and by Joltid for any other Updates,  and that the
Update still falls within the definition of Description of Licensed Software, as
described in Schedule 3.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                   SCHEDULE 3
                        DESCRIPTION OF LICENSED SOFTWARE

The Licensed Software will include the following items:


1. P2P NETWORKING
The client side  software  component,  a Windows COM  component  that is able to
download and upload files from other  computers in the Network.  P2P  Networking
can be accessed by other  applications by an Application  Programming  Interface
and through an integrated tiny web server.

P2P Networking will be supplied as a self-contained EXE for Windows.

This component will accept  commands and  instructions  to download files from a
P2P  network  and  it  will  return  the  requested   files  along  with  status
information, error information, etc, in accordance with the Documentation.

The P2P Stack must meet the following technical and commercial requirements:
a)   secure and robust delivery of content on the P2P network
b)   reasonable protection against non-licensed parties having access to content
     belonging to Altnet's licensed customers, with such "file theft prevention"
     measures meeting Altnet's requirements as previously specified by Altnet in
     writing to Joltid.
c)   ability to find,  download and share content with both PCs connected to the
     internet as well as PCs connected to the same Local Area Network (LAN) ) as
     long as the LAN is connected to the Internet..

2.   SIGNING UTILITY
The software  component  that can be used to digitally sign data files which are
to be published on the Network. The Signing Utility is available for the Windows
operating system.

The Content Signing Tool will be supplied in the following forms:
     As a  self-contained  EXE file that  accepts  command line  parameters  and
     generates the required signature file
     As a DLL which accepts as input the name of the file to be signed and other
     parameters, and generates the appropriate signature file

The Content Signing Tool must meet the specification in the Documentation.

3.   CERTIFICATE CREATION TOOL
The software component that can be used to create  certificates for signing data
files.

The Certificate Creation Tool will be supplied in the following forms:
     As a  self-contained  EXE file that  accepts  command line  parameters  and
     generates the required signature file.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


4.   INTERFACE FOR REVOKING CERTIFICATES
The  software  component  that  can be used to  revoke  certificates  previously
created  with the  certificate  creation  tool.  This will be  provided as a web
interface.  Development  of the  certificate  revocation  interface  is  will be
invoiced to Altnet subject to received Order and according to agreed upon hourly
fees.

5.   CHANNELS
Joltid will assign Altnet ten thousand  (10,000)  Channels  which Altnet will be
free to use for  its own  purposes,  including  Altnet  assigning  any of  those
Channels to its  Customers.  The Channels  will form a continuous  sequence from
Channel number 1000 to 10999.


                                       2
***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.


<PAGE>


                                   SCHEDULE 4
                SPECIFICATION AND COSTING FOR ALTNET DEVELOPMENTS


TO BE COMPLETED BY ALTNET AND PRESENTED TO JOLTID:

1.   Brief synopsis of the feature requested

2.   Describe  the  business  and  technical  aspects of the feature  request in
     reasonable  detail;  such detail may include diagrams,  sketches and images
     where necessary

3.   Provide details of the timeframe required for delivery of the feature.


TO BE COMPLETED BY JOLTID AND PRESENTED TO ALTNET:

1.   An  itemized  fixed  price  quote  for  completion  of the  specified  work
     including key  milestones,  details of personnel who will perform the work,
     and a payment schedule.

2.   A specification of the feature that will be delivered.

3.   Updated  Licensed  Software  containing the requested  feature,  along with
     supporting documentation,  etc, to the standard that applied to the rest of
     the Licensed Software.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                   SCHEDULE 5
                                 ALTNET PRODUCTS

Altnet  intends  building  a number of  products  that make use of the  Licensed
Software. The initial Altnet Products include, but the Altnet Products shall not
be limited to, the following:

1.   ALTNET DOWNLOAD MANAGER
The ALTNET  DOWNLOAD  MANAGER  comprises the BDE installer,  Brilliant  Download
Manager and/or other Brilliant  and/or Altnet software modules plus the Licensed
Software.

As an Altnet  Product,  Altnet will be able to license,  rent,  sell,  etc,  the
Altnet Download Manager to web sites for purposes including, but not limited to:
     -    bandwidth cost reduction
     -    serving of TopSearch content


2.   ALTNET POINTS MANAGER
The ALTNET POINTS MANAGER comprises the Points Manager Software Application, BDE
Installer  and/or  other  Brilliant  and/or  Altnet  software  modules  plus the
Licensed Software.

As an Altnet  Product,  Altnet will be able to license,  rent,  sell,  etc,  the
Points Manager to Customers or End Users for purposes including, but not limited
to:
     -    providing access to usage points or means of redeeming usage points
     -    providing bandwidth, storage or CPU resource-sharing functionality
     -    providing a branded presence on the user's desktop


3.   TOPSEARCH APPLICATION
The TOPSEARCH  APPLICATION  comprises  the TopSearch DLL and/or other  Brilliant
and/or Altnet software modules plus the Licensed Software.

As an Altnet  Product,  Altnet will be able to license,  rent,  sell,  etc,  the
TopSearch Application to Customers or End Users for purposes including,  but not
limited to:
     -    promoting TopSearch content into the Host Application


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.