Exhibit 10.22
                                LICENSE AGREEMENT

         This LICENSE AGREEMENT (this "Agreement") is made as of October 1, 2002
(the "Effective Date"), between Alpha Virtual, Inc., a Delaware corporation (the
"Licensor"), and Global Alpha Corporation, a British Virgin Islands Company (the
"Licensee").

         WHEREAS, the Licensor owns the System (as defined below) and desires to
expand the use of the System  through  the  granting of a  worldwide,  exclusive
license to Licensee, and

         WHEREAS, the Licensee desires to acquire a worldwide, exclusive license
to use the System.

         NOW,  THEREFORE,  in consideration of good and valuable  consideration,
the receipt and sufficiency of which is hereby acknowledged,  the parties hereto
agree as follows:

         1.   Exclusive License. The Licensor hereby grants to the  Licensee the
              -----------------
exclusive  right and  license to enjoy,  commercialize,  and exploit the System,
including, without limitation, the right to grant sublicenses, and to make, use,
sell,  distribute  or dispose of any services or products  related to the System
worldwide (this "License").  As used herein, the "System" means the software and
systems  commonly  referred to as the "OneView  Technology" that provide support
for  multi-user  online  collaborative  interactivity  in  a  broad  variety  of
applications employing a variety of virtual media over a number of networks, and
all  patents,   copyrights,   works  of  authorship,   trademarks,  and  related
intellectual   property  rights   associated   therewith,   including,   without
limitation,  the patents,  trademarks,  service marks, tradenames and copyrights
specifically set forth on Schedule A attached hereto and incorporated  herein by
this reference.  This License shall include all processes,  software inventions,
upgrades and improvements  which the Licensor now owns and controls or hereafter
owns or controls related to the System.

2.       License of the Marks.  Licensor  hereby grants to Licensee a worldwide,
         --------------------
exclusive  and royalty free license to use the Marks solely in  connection  with
this License and in accordance  with the guidelines for such use  established by
Licensor from time to time. Licensor is aware of the current level of quality in
service and  advertising  maintained by Licensee and Licensee agrees to maintain
that level of quality  throughout  the term of this  Agreement.  As used herein,
"Marks" shall mean those  trademarks,  service marks and/or tradenames set forth
on  Schedule  A  attached  hereto,  as well  as any  goodwill  pertinent  to and
symbolized by the above.

3.       License  of  Equipment.   Licensor   hereby  grants  Licensee  and  its
         ----------------------
employees,  agents  and  independent  contractors  the right to  access  and use
Licensor's hardware, equipment, facilities and all other items necessary to use,
research and develop the System pursuant to this License.

4.       Representations  by  Licensor.   The  Licensor  hereby  represents  and
         -----------------------------
warrants the following to Licensee:
                                     10.22-1
<PAGE>
         (a)      Licensor is the legal and beneficial owner of all right, title
                  and  interest  in and to the  System  and it has the  right to
                  grant  the  License;   Licensor  has  not  made  any  previous
                  assignments,  transfers,  conveyances or  encumbrances  of any
                  right,  title or interest in the System and has not granted to
                  any  third  party  any  right,  security  interest,   license,
                  shop-right or privilege to use the System in any manner except
                  for those existing  licenses granted prior to the date of this
                  Agreement as set forth on Schedule B attached hereto. Licensor
                  has not agreed to any  covenant  not to sue for any use of the
                  System by a third  party.  Except as set forth on  Schedule B,
                  Licensor has not executed any agreements in conflict herewith.

         (b)      Licensor  has  taken  proper  steps  to  protect  intellectual
                  property rights in the System, including,  without limitation,
                  filing for and/or  obtaining  patents,  trademark  and service
                  mark   registrations,   copyright   registrations,   requiring
                  execution of the  appropriate  confidentiality  agreements and
                  taking  reasonable  steps to protect  the  confidentiality  of
                  trade secrets.

         (c)      To the  knowledge  of  Licensor,  neither the System,  nor the
                  disclosing,  copying,  making,  using or selling of the System
                  violates, infringes or otherwise conflicts with any trademark,
                  service  mark,  trade secret,  copyright,  patent or any other
                  intellectual  or proprietary  right of any third party.  There
                  are no claims,  judgments or settlements related to the System
                  to  be  paid  by  Licensor  and  no  claims  of  infringement,
                  violation,  or  interference  with someone  else's rights have
                  been made or threatened.

         (d)      No past,  present or future employees own any right,  title or
                  interest in and to the System.

5.       Necessary Documents. The Licensor agrees to furnish to the Licensee, or
         -------------------
to its nominees,  all information and documents regarding the System in order to
enable the Licensee to operate thereunder.  At the request of the Licensee,  the
Licensor shall render consulting services to the Licensee as may be necessary in
order to instruct and train the Licensee, or its appointed  representatives,  in
all operations  pertaining to the industrial and commercial  exploitation of the
System  (the  "Consulting  Services"),  to the extent  that  Licensor's  has the
capability  to  provide  such  Consulting  Services.  Licensee  shall  reimburse
Licensor for all reasonable travel expenses incurred in providing the Consulting
Services upon receipt of satisfactory  written  documentation  of such expenses;
provided,  however,  that Licensor  shall  receive  prior  written  consent from
Licensee for any expenses  greater  than $1000.  Licensor  shall not receive any
other amounts or fees in connection with the Consulting Services.

6.       License Fees. In exchange for the License,  the Licensee  agrees to pay
         ------------
as an annual  license fee to the Licensor (the "License  Fee")  according to the
following schedule:




                                     10.22-2
<PAGE>
                   ------------------------------ ------------------
                   Revenue (as defined below)     Percentage
                   ------------------------------ ------------------
                   up to $1,000,000               10%
                   ------------------------------ ------------------
                   $1,000,001 to $2,000,000       9%
                   ------------------------------ ------------------
                   $2,000,001 to $3,000,000       8%
                   ------------------------------ ------------------
                   greater than $3,000,0000       7%
                   ------------------------------ ------------------


         ;provided,  however,  that in the  event the  License  Fee is less than
$25,000  during the first two calendar years of this  Agreement,  2002 and 2003,
Licensee  agrees to pay the  greater of the License Fee or $25,000 for those two
years. As used herein,  "Revenue" shall mean gross revenues received by Licensee
from sales of sublicenses of the System pursuant to this License.

7.       Payment  of  License  Fee.  The  Licensee  shall at all  times  keep an
         -------------------------
accurate  account of the  operations  coming  under the scope of the License and
shall render a written statement of the same to the Licensor within fifteen (15)
days after the end of each calendar  quarter during the life of this  Agreement,
and at the same time shall pay to the Licensor the amount of earned License Fees
accrued  during  the  corresponding  quarter  with  the  understanding  that the
Licensor  shall have the right,  at its own expense and not more often than once
in each calendar year to have a certified public accountant examine the books of
the  Licensee  for the  purpose  of  verifying  License  Fee  statements  of the
operations  coming under the scope of this  Agreement.  Within 60 days after the
end of each calendar year, Licensee shall calculate the actual License Fee based
on Revenue for the preceding calendar year and the License Fee shall be adjusted
accordingly.  During the calendar  years of 2002 and 2003, if the annual License
Fee equals less than $25,000, then Licensee shall pay the minimum license fee of
$25,000 to Licensor within 60 after the expiration of such year, but only to the
extent as the earned and previously  paid License Fee for such year is less than
$25,000.

8.       Term. The term of this Agreement shall commence upon the Effective Date
         ----
and shall  expire on the 20th  anniversary  of the  Effective  Date,  subject to
earlier termination pursuant to the terms of this Agreement.

         (a)      Renewal. If Licensee is not then in default,  and has not been
                  repeatedly (as defined in subparagraph 8(b)(1)(iv)) in default
                  under  this  Agreement   during  the  12  months   immediately
                  preceding notice of renewal, Licensee shall have the option to
                  continue this License for three separate  additional  terms of
                  five years  each under the  conditions  specified  below.  For
                  purposes of this  paragraph  only,  any default which has been
                  waived  by  Licensor   shall  not  be   considered  a  default
                  hereunder.  Whenever  references are made to the terms of this
                  Agreement in this Agreement,  such references shall also apply
                  to any renewals hereunder.



                                     10.22-3
<PAGE>
         (b)      Renewal Agreement.  Licensee and Licensor agree to be bound by
                  the terms  contained in this  Agreement  upon renewal,  unless
                  Licensee and Licensor elect to accept another agreement, which
                  agreement shall be modified to comply with any applicable laws
                  then in effect of the state in which the Licensee is located.

9.       Assignment.  Licensee  shall not sell,  transfer or assign this License
         ----------
without the prior written  consent of Licensor  which shall not be  unreasonably
withheld;  provided,  however,  that upon providing  prior written notice to the
Licensor,  Licensee  shall  have the  right to  assign,  delegate  or  otherwise
transfer  any of its rights or  obligations  hereunder  without  the  Licensor's
written  consent:  (i) to any corporation or other business entity that directly
or  indirectly  controls,  is  controlled  by, or is under  common  control with
Licensee; or (ii) in connection with any merger,  consolidation,  sale of all or
substantially  all of Licensee's  assets, or any other transaction in which more
than fifty percent (50%) of Licensee's  voting  securities are transferred.  Any
unauthorized transfer by Licensee shall be voidable by Licensor.  This Agreement
may be assigned by Licensor  without  Licensee's  prior  consent upon  providing
written  notice  to  Licensee;  provided,  however,  that  in such  event,  this
Agreement  shall inure to the benefit of  Licensor's  assignee and such assignee
shall  agree to be bound by all of the  obligations,  covenants,  and  duties of
Licensor herein.

10.      Breach of Agreement.
         -------------------
         (a)      Breach by Licensor.  Licensee may terminate this Agreement for
                  ------------------
                  a material  default or breach by Licensor 30 days after giving
                  Licensor written notice of termination, specifying the default
                  or breach, if the breach remains uncured at the end of 30 days
                  after such notice,  provided,  however,  that if the nature of
                  Licensor's  obligations  are such  that  more than 30 days are
                  required  for  performance,  then  Licensor  shall  not  be in
                  default if it commences  performance  within the 30-day period
                  and thereafter  diligently attempts to cure same to completion
                  of  performance.  If Licensor  breaches or defaults  under any
                  provision of this  Agreement,  Licensee  shall have all rights
                  and  remedies  permitted by law or equity,  including  but not
                  limited to, the right of termination.

         (b)      Breach  by  Licensee.   If  Licensee  materially  breaches  or
                  --------------------
                  defaults under any provision of this Agreement, Licensor shall
                  have all  rights  and  remedies  permitted  by law or  equity,
                  including,  but not  limited  to,  the  right of  termination.
                  Licensor will not terminate this Agreement  unless it has good
                  cause to do so. Good cause shall  include,  but not be limited
                  to, the reasons specified.

                  i.   After Notice.  Licensor may terminate  this  Agreement 90
                       ------------
                       days after giving Licensee written notice  specifying the
                       defaults or breaches by Licensee if same remains  uncured
                       for 30 days  after  notice of  default or breach (or such


                                     10.22-4
<PAGE>
                       longer  period  as may be  required  by  law);  provided,
                       however, that if the nature of Licensee's obligations are
                       such that more than 30 days are required for performance,
                       then  Licensee  shall not be in default  if it  commences
                       performance  within  the  30-day  period  and  thereafter
                       diligently   attempts  to  cure  same  to  completion  of
                       performance.  The cure period shall, if permitted by law,
                       be ten days  instead  of 30 days if the breach or default
                       is pursuant to (1) below. For purposes of this Agreement,
                       a default or breach shall include, but not be limited to,
                       the following:

                       (1)  Nonpayment.  Failure to pay when due any sum owed to
                            ----------
                            Licensor under this Agreement.

                       (2)  Reports.   Failure  to  provide  Licensor  with  any
                            -------
                            completed  report in the form  specified  under this
                            Agreement.

                       (3)  Continuous   Operation.   Failure  to   continuously
                            ----------------------
                            operate  the  License  for a  period  longer  than 6
                            months.

                       (4)  Repeated  Breaches.  Any  breach or  default of this
                            ------------------
                            Agreement,  which is  repeated  three or more  times
                            (whether of the same or  different  kind) within the
                            then  preceding 12 months for which  Licensee  shall
                            have received notice thereof,  regardless of whether
                            or not the  breach or default  was cured  within the
                            time permitted.

                       (5)  Jeopardizing  the  Franchise  Name  or  System.  Any
                            ----------------------------------------------
                            misuse  of  the  Marks  or  conduct  which  reflects
                            unfavorably upon the operation and reputation of the
                            System.

                       (6)  Others. Failure to comply with any other requirement
                            ------
                            of this  Agreement  or  failure  to comply  with any
                            material obligations which Licensee has to Licensor.

                  ii.  Waiver.  Neither  Licensee's  or  Licensor's  waiver of a
                       ------
                       breach or default  by the other,  nor delay or failure to
                       exercise any right upon breach or default, nor acceptance
                       of any  payment,  shall be deemed a waiver nor shall same
                       impair rights for other  breaches or defaults of the same
                       or a different  kind.  The  description  of any breach or
                       default  in any  notice  shall  not  preclude  the  later
                       assertion of other additional defaults or breaches.


                                     10.22-5
<PAGE>
11.      Option  to  Purchase;  Termination.  Licensee  shall  have an option to
         ----------------------------------
purchase  the System  from  Licensor,  subject to  approval  of the  majority of
Licensor's shareholders. In the event that a majority of Licensor's shareholders
approve  the sale to  Licensee,  the sale  shall  occur  within  180 days  after
shareholder  approval;  provided  that such  period  may be  extended  by mutual
agreement  of the  parties  in  writing.  In the event  that a  majority  of the
shareholders  of Licensor do not  approve  the sale to  Licensee,  two (2) years
after the date on which  shareholder  approval  is sought  and not  obtained  by
Licensor,  this License  shall become a  non-exclusive  license at the option of
Licensor by providing  written notice to Licensee;  provided,  however,  that if
Licensor  elects to make this  License  non-exclusive,  Licensee  shall have the
right to terminate  this Agreement at any time  thereafter by providing  written
notice to  Licensor.  In the event that a majority  of  Licensor's  shareholders
approve the sale to Licensee,  this Agreement and License shall  terminate as of
the effective date of any such sale.

12.      Homes.com  Agreement.  Licensee hereby  acknowledges  that Licensor has
         --------------------
entered into that certain Value Added  Distribution  Agreement  with  Homes.com,
Inc.  effective as of October 1, 2002 ("Homes.com  Agreement").  Licensor hereby
agrees to  assign  all its  rights  and  delegate  all of its  duties  under the
Homes.com Agreement and Licensee agrees to assume the same,  including the right
to receive  license  fees,  all  subject to  receiving  the  written  consent of
Homes.com.

13.      Rights and Duties  upon  Transfer  or  Termination.  In addition to the
         --------------------------------------------------
rights and duties  specified  elsewhere in this Agreement,  immediately upon the
expiration,  transfer,  or  termination  of this  Agreement for any reason,  the
following provisions shall apply:

         (a)      Acceleration  of  Payments.  All  money  owed by  Licensee  to
                  --------------------------
                  Licensor shall be due and payable.

         (b)      License  Revoked.  All rights and licenses granted to Licensee
                  ----------------
                  under this Agreement shall terminate.

         (c)      Use of Marks.  Licensee  shall  cease  using the Marks  and/or
                  ------------
                  doing business and advertising as a Licensee of Licensor.

         (d)      Supplies/Confidential  Materials.  Licensee  shall cease using
                  --------------------------------
                  and deliver to Licensor all supplies and items  pertaining  to
                  the  System,  the Marks and all  copyrighted  or  confidential
                  materials  including any operating  manuals,  software and any
                  and all  copies  made  thereof,  as well as  other  materials,
                  forms, manuals and memoranda supplied by Licensor to Licensee.

         (e)      Applicability to Others. The foregoing restrictions shall also
                  -----------------------
                  apply  to the  Licensee,  any of its  officers,  partners,  or
                  shareholders,   and  their  spouses,   and  to  managerial  or
                  supervisory employees of Licensee.

                                     10.22-6
<PAGE>
         (f)      Other  Rights.  Licensor  shall  have  all  other  rights  and
                  -------------
                  remedies permitted by law and equity in addition to the rights
                  set forth in this  Agreement.  Any rights shall be  considered
                  cumulative and not exclusive.

14.      Confidentiality.
         ---------------
         (a)      Licensee  acknowledges  that the System,  including  all trade
                  secrets,  software,  information,  ideas,  research,  methods,
                  recipes,  manuals,  procedures,   systems,  improvements,  and
                  copyrighted  and  other  materials  owned or  developed  by or
                  licensed to Licensor, whether or not published,  confidential,
                  or suitable for  registration  or copyright,  and the goodwill
                  associated  with  them,  are and  shall  remain  the  sole and
                  exclusive property of Licensor.  They are provided or revealed
                  to Licensee in trust and confidence.  Any and all information,
                  knowledge,  and know-how not generally known, about the System
                  and Licensor's products, services, standards,  specifications,
                  systems, procedures and techniques, and such other information
                  or material as  Licensor  may  designate  as  confidential  in
                  writing,  shall be deemed  confidential  for  purposes of this
                  Agreement.

         (b)      Licensee agrees to keep the aforesaid information confidential
                  and  to  use it  only  for  the  purposes  and  in the  manner
                  authorized in writing by Licensor. Licensee agrees that during
                  and after the  termination  of this  Agreement for any reason,
                  neither Licensee, nor any of its agents, employees, owners, or
                  representatives  shall at any  time  copy or  disclose  to any
                  other person or use for any purpose  other than in  connection
                  with this License or to sublicensee's  under this License that
                  likewise  agreed to be bound by an obligation  of  confidence,
                  any secret,  confidential,  or other information received from
                  Licensor. Licensee agrees to use reasonable efforts to enforce
                  the  terms  of this  provision  as to its  agents,  employees,
                  representatives, and owners.

         (c)      The  obligations  set forth  herein  shall  not apply to:  (i)
                  information  which, at the time of disclosure to Licensee,  is
                  in  the  public  domain;   (ii)   information   which,   after
                  disclosure,  becomes  part of the  public  domain,  except  by
                  breach  of this  Agreement;  (iii)  information  which  was in
                  Licensee's  possession  at  the  time  of  disclosure  by  the
                  Licensor, and which was not acquired,  directly or indirectly,
                  from  the  Licensor;   (iv)  information  which  Licensee  can
                  demonstrate  resulted  from its own research and  development,
                  independent of disclosure  from the Licensor;  (v) information
                  which  Licensee  receives  from third  parties,  provided such
                  information  was not  obtained by such third  parties from the
                  Licensor on a confidential basis; or (vi) information which is
                  disclosed in compliance  with applicable law or a court order,
                  provided the Licensor is given  reasonable  notice of such law
                  or order and an  opportunity  to attempt to seek a  protective
                  order or otherwise preclude or limit such production.


                                     10.22-7
<PAGE>
15.      Notices. All notices, requests,  demands, and reports to be given under
         -------
this Agreement are to be in writing,  delivered by hand, telegram,  certified or
registered  mail,  or courier  service  guaranteeing  overnight  delivery to the
following address (which may be changed by written notice):

               Licensor:

                    Alpha Virtual, Inc.
                    10345 West Olympic Boulevard
                    Suite 102
                    Los Angeles, CA 90064

                               Attention:  Saif Mansour, President

               Licensee:

                    Global Alpha Corporation
                    1045 Balboa Avenue
                    Top of the World
                    Laguna Beach, CA 92651 USA

                               Attention:  Barry Didato, Authorized Signatory

         Notice by mail shall be deemed received on the third business day after
mailing or upon actual receipt, whichever is earlier.

16.      Further  Assurances.  Licensor  agrees to take such actions and execute
         -------------------
such additional instruments,  certificates and documents as may be necessary, in
the  reasonable  opinion of Licensee,  to give further  assurances of any of the
rights granted or provided for herein.

17.      Amendments. This Agreement constitutes the entire agreement between the
         ----------
parties  and may not be  changed  except  by a written  document  signed by both
parties.

18.      Choice of Law;  Venue.  This Agreement shall be governed by the laws of
         ---------------------
the State of California,  without regard to its conflicts of law provisions. Any
action or  proceeding  brought  upon or  arising  out of this  Agreement  or its
termination  shall be brought in a forum  located  within the City and County of
Los Angeles, California.


19.      Construction  of  Language.  The  language of this  Agreement  shall be
         --------------------------
construed  according to its fair meaning and not strictly for or against  either
party.  All words in this  Agreement  refer to  whatever  number  or gender  the
context  requires.  Headings  are  for  reference  purposes  and do not  control
interpretation.  All the terms and words used in this  Agreement,  regardless of
the number and gender in which they are used,  shall be deemed and  construed to
include any other number  (singular and plural) or any other gender  (masculine,
feminine,  or neuter) as the context or sense of this Agreement,  or any section
or clause hereof may require.

                                     10.22-8
<PAGE>
20.      Successors. References to Licensor or Licensee include such successors,
         ----------
assigns, or transferees as are permitted in accordance with this Agreement.

21.      Severability.  If any  provision  of this  Agreement  is  deemed  to be
         ------------
invalid or inoperative for any reason, that provision shall be severed from this
Agreement,  and the remainder of the Agreement  shall continue in full force and
effect  as if the  Agreement  had  been  signed  with  the  invalid  portion  so
eliminated.

22.      Exhibits. All exhibits or schedules attached hereto are incorporated by
         --------
reference in the appropriate paragraph and form a part of this Agreement.

23.      Attorneys'  Fees.  Should either party institute  legal  proceedings to
         ----------------
enforce the terms or conditions of this Agreement, the prevailing party shall be
entitled to recover all its  reasonable  expenses,  including  attorneys'  fees,
costs, and other expenses reasonably and necessarily incurred.

24.      Survival of Covenants and Conditions.  It is expressly  agreed that all
         ------------------------------------
covenants and conditions  relating to the rights and obligations of Licensee and
Licensor  subsequent  to the  termination  of this  Agreement  shall survive the
termination  and shall continue in full force and effect in accordance  with the
terms of the specific provision.

25.      Caveat of Licensee.  Licensee hereby  acknowledges  that the success of
         ------------------
the License is speculative  and depends upon various  factors beyond  Licensor's
control,  such as the ability and efforts of Licensee as an independent business
person and the  ongoing  cooperation  of  Licensor.  Licensor  does not make any
representation  or  warranty  as  to  the  potential  success  of  the  business
contemplated.

26.      Counterparts.   This   Agreement   may  be  signed  in  any  number  of
         ------------
counterparts  with the same effect as if the signatures  thereto and hereto were
upon the same instrument.

                            [SIGNATURE PAGE FOLLOWS]















                                     10.22-9
<PAGE>
         IN WITNESS  WHEREOF the parties have signed this  License  Agreement on
the date first set forth above:


Licensor:                                   Licensee:

ALPHA VIRTUAL, INC.                         GLOBAL ALPHA CORORATION


By:  ________________________________       By:  ______________________________
     Saif Mansour                                Talal R. Chlach
     President                                   Authorized Signatory













































                                    10.22-10
<PAGE>
                                   SCHEDULE A

                 Patents, Trademarks, Tradenames and Copyrights

Patents:

----------------------- -------------------- ----------- -------------------
Title                   Application/Reg. No. Dates       Notes
----------------------- -------------------- ----------- -------------------
Method of and System    60/201,207           Filed       Provisional Patent
for Collaborative                            05/02/2000       application
Interaction over
a Communication Network
----------------------- -------------------- ----------- -------------------

Trademarks:

         Federal Registrations:  None

         Common Law Marks:

------------------ -------------- --------------- -----------------------------
Mark               Date of First  Goods/Services  Notes
                   Use
------------------ -------------- --------------- -----------------------------
IC3D                                              App. filed with PTO but final
                                                  refusal issued after specimen
                                                  rejection
------------------ -------------- --------------- -----------------------------
WyTH Technologies
------------------ -------------- --------------- -----------------------------
OneView
------------------ -------------- --------------- -----------------------------
OneMind
------------------ -------------- --------------- -----------------------------
OneView Media Room
------------------ -------------- --------------- -----------------------------
OneView Forms
------------------ -------------- --------------- -----------------------------
OneView Cruising
------------------ -------------- --------------- -----------------------------
Perceptronics
------------------ -------------- --------------- -----------------------------

Tradenames:

         Alpha Virtual, Inc.

Copyrights:

         Federal Registrations:  None.

         Unregistered Copyrights:  In the source code, software and  other works
         of authorship  incorporated in or related to the System.



                                    10.22-11
<PAGE>
                                   SCHEDULE B

                          Existing Licenses/Agreements

Value  Added Distribution Agreement with Homes.com, Inc. effective as of October
1, 2002.















































                                    10.22-12