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                                                                 EXHIBIT 10.17

                      SOFTWARE LICENSE AND SERVICES AGREEMENT


       This Software License and Services Agreement ("Agreement"), effective as
of September 15, 1999 ("Effective Date") is made by and between
collegestudent.com, Inc., a Texas corporation ("Licensor"), on the one hand, and
CourseWeb, L.L.C., a Delaware limited liability company, and the National
Association of College Stores ("NACS") (collectively "Licensees", a
_____________ corporation, on the other hand (all of the foregoing hereinafter
collectively referred to as the "Parties" or individually as a "Party").

                                      RECITALS

       A.     Licensor is engaged in and has expertise in developing, supporting
              and promoting commerce-enabled internet web sites for the purpose
              of selling products to college students;

       B.     Licensees are engaged in and have considerable expertise in
              organizing, promoting and marketing products to stores located on
              college campuses (hereinafter "College Stores") and desire to use
              that expertise to sell products through a commerce-enabled web
              site ("Web Storefront");

       C.     College Store members of NACS periodically collect information on
              schedules, textbooks and other materials for college courses and
              desire to make such data available on a Web Storefront so that
              college students and others may purchase materials for college
              courses and other products through an internet web site that uses
              the name of a College Store but is hosted by Licensor and
              supported by Licensees;

       D.     Licensor has developed software to create, manage and host
              commerce-enabled web sites and desires to modify portions of that
              software and develop additional software to use college course
              information to create, manage and host such Web Storefronts; and

       E.     Licensees and Licensor mutually desire to market and promote
              subscriptions to such Web Storefronts to College Store members of
              NACS.

       ACCORDINGLY, the Parties agree as follows:

1.     DEFINITIONS

       1.1    The following and derivatives thereof are definitions for certain
              capitalized terms that may be used in this Agreement:

              1.1.1    "Advertisement" means a third party's product and
                       service advertising, marketing and other promotional
                       information.


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              1.1.2    "Authorized Use" means to receive or review College
                       Store Data by an End User for the purpose of ordering,
                       seeking to order or gathering purchasing information on
                       any product or service on a Web Storefront of a College
                       Store or gathering course related information provided
                       on such storefront Such Authorized Use is subject to the
                       terms and conditions of Licensor Online User
                       Documentation, if any, this Agreement, and the End User
                       Agreement.

              1.1.3    "Ceubic Software" is the software prepared for NACS by
                       Ceubic for the purpose of managing Course Information.

              1.1.4    "College Store" means any legal entity that is a
                       bookstore member of NACS or any other legal entity,
                       which typically derives at least half of its revenues
                       from selling to students course text(s), custom
                       published texts and other published materials for
                       college courses.

              1.1.5    "College Store Data" means any information related to
                       (i) any College Store Product of such College Store
                       including SKU numbers, specific College Store pricing,
                       descriptive information, and other information relevant
                       to an informed purchase; (ii) inventory availability for
                       any College Store Product, and (iii) Course Information.

              1.1.6    "College Store Product" mean any product marketed and/or
                       distributed, by sale, lease, or otherwise, by a College
                       Store.  Such College Store Products include (i) books
                       and other textual material, (ii) supplies such as
                       notebooks and writing utensils, (iii) computer related
                       products such as desktop and notebook computers,
                       computer peripherals, printers, and software, and (iv)
                       all other products such as clothing and services
                       traditionally sold by a College Store.

              1.1.7    "College Storefront License and Services Agreement"
                       means an agreement that includes, and is consistent
                       with, the terms and conditions of the agreement attached
                       as Schedule D hereto.

              1.1.8    "Course Information" means information on academic
                       and/or recreational classes including course schedules,
                       instructors, required and optional course and supply
                       materials.

              1.1.9    "Course Management Software" means the Object Code
                       version only of the portion of the Storefront Software
                       that stores, manages and retrieves the Course
                       Information.

              1.1.10   "End-User" is any person who has agreed to the terms and
                       conditions of the End User Agreement and other Licensor
                       Online User Documentation, if any.


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              1.1.11   "End-Users Agreement" means an agreement granting a
                       person a license to access and use a Web Storefront
                       through the Storefront Software.

              1.1.12   "Licensor Online College Store Documentation" means any
                       terms or conditions as may be developed by Licensor from
                       time to time regarding College Store access or use of
                       the Storefront Software or any Web Storefront created
                       therewith.

              1.1.13   "Licensor Online User Documentation" means any terms or
                       conditions as may be developed by Licensor from time to
                       time regarding an Authorized User's access or use of the
                       Storefront Software or any Web Storefront created
                       therewith.

              1.1.14   "Storefront Software" means the Object Code for software
                       that has the functionality to create, manage and host
                       one or more Web Storefronts thereby providing one or
                       more web pages where an End User may obtain Course
                       Information and browse or purchase College Store
                       Products and other products; specifically including (i)
                       the Object Code version of the software specified in
                       Schedule B, hereto, (ii) software developed by Licensor
                       pursuant to this Agreement, (iii) any related
                       documentation that Licensor makes generally available to
                       licensees under this Agreement, (iv) bug fixes and error
                       corrections for the Storefront Software, (v) any Web
                       Storefront created using the Storefront Software, and
                       (vi) all updates, enhancements, and new releases of the
                       Storefront Software licensed hereunder which Licensor
                       does not elect to separately price or market and which
                       are made available to Licensor's general client base.

              1.1.15   "Subscribed College Store" means a College Store that
                       has agreed to and complied with the terms and conditions
                       of Licensor's On-line College Store Documentation and an
                       agreement that includes and is consistent with the terms
                       and conditions of the College Storefront License and
                       Services Agreement.

              1.1.16   "Subscription" means a license, including, and
                       consistent with, the terms and conditions of College
                       Storefront License and Services Agreement, to one (1)
                       Web Storefront.

              1.1.17   "URL" means a uniform resource locator.

              1.1.18   "Web" means the World Wide Web.

              1.1.19   "Web Storefront" means one or more web pages that are
                       created, managed and hosted using the Storefront
                       Software for the purpose of allowing End Users to review
                       Course Information and to browse and order College Store
                       Products and other products.


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       1.2    DERIVATIONS, CONTEXT.  Defined terms shall include derivations
              thereof.  Where the context so indicates, a word in the singular
              form shall include the plural and vice-versa.  The term "include"
              and similar terms (e.g., includes, including, included, comprises,
              comprising, such as, e.g., for example), when used as part of a
              phrase including one or more specific items, are used by way of
              example and not of limitation.

2.     WEB STOREFRONT PROJECT

       2.1    GENERAL.  The parties agree to work together, in general and as
              set forth herein, to promote the purchase of Subscriptions to Web
              Storefronts by College Stores.  Each Party shall have the right to
              grant or convey such Subscriptions pursuant to the terms of this
              Agreement; however, such right is exclusive to the Parties and a
              Party shall not sell, convey or assign such right without the
              express consent of any non-assigning Parties.  Subscription fees
              paid by such College Stores to one Party pursuant to Section 2.6
              and such fees shall be divided between the Parties pursuant to
              Schedule A.

       2.2    SCOPE OF WORK AND DELIVERY.  Licensor shall develop or license
              software to perform the functions of the Storefront Software.
              Licensor shall maintain, upgrade and enhance the Storefront
              Software and related materials as is commercially reasonable in
              consideration of Licensor's available resources and the
              competitiveness of the Storefront Software.

       2.3    HOSTING WEB STOREFRONTS.

              2.3.1    LICENSOR HOSTING SERVICES.  Licensor shall provide the
                       following hosting services ("Hosting Services"):

                       2.3.1.1     host the Web Storefronts at a location
                                   selected by Licensor ("Hosting Site").

                       2.3.1.2     provide personnel and communication lines as
                                   are commercially reasonable to provide
                                   Hosting Services that are generally available
                                   24 hours a day and seven (7) days a week,
                                   provided that such services may be
                                   interrupted from time to time to provide
                                   maintenance, and provided that such services
                                   may be interrupted due to hardware or
                                   software failure, due to the introduction of
                                   a virus, due to a disruption caused by a
                                   third party, or for other reasons not
                                   foreseen by Licensor.

                       2.3.1.3     provide third party software and modules of
                                   the Software developed by Licensor pursuant
                                   to Section 2.2.


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                       2.3.1.4     respond to interruptions and other problems
                                   within its control in a commercially
                                   reasonable manner in order to reduce the
                                   number and length of such interruptions.

              2.3.2    LICENSEES RESPONSIBILITIES.  Licensees shall provide
                       Licensor with hardware and licenses to third-party,
                       off-the-shelf software as requested by Licensor which
                       Licensor deems necessary, in Licensor's reasonable
                       opinion, to provide the Hosting Services.

       2.4    OWNERSHIP.

              2.4.1    SOFTWARE AND DATA.  This Agreement is a license only,
                       and no transfer of ownership or title (including any
                       intellectual property) to Licensees is contemplated by
                       or will result from this Agreement.  By signing this
                       Agreement, Licensees irrevocably acknowledge that they
                       have no ownership interest in the Storefront Software,
                       including any copies thereof, custom modifications
                       thereof, Web Storefronts created therewith, or any other
                       changes thereto, or data collected and/or maintained by
                       Licensor at the Hosting Site or elsewhere.  Unless
                       otherwise expressly provided herein, Licensor and its
                       third party licensors, if any, retain all rights, title,
                       and interest in and to the Storefront Software, all
                       copies thereof, derivative works thereof, data collected
                       therewith (excluding Course Information licensed from a
                       College Store or Licensees) and other materials relating
                       thereto, including, without limitation, any Software
                       enhancements or modifications, any custom programs
                       developed therewith, Web Storefronts created therewith,
                       and all copyright, trade secret, patent, trademark and
                       other rights relating thereto.

              2.4.2    IMPROVEMENTS.  Unless otherwise expressly agreed in
                       writing, all suggestions, solutions, improvements,
                       corrections, and other contributions provided by
                       Licensees or a College Store regarding data, the
                       Storefront Software, Course Management Software, any Web
                       Storefront to the extent licensed to Licensee, or any
                       other Licensor software programs hereafter developed to
                       manipulate or present data (including any intellectual
                       property, such as patents, trademarks and copyrights
                       related to the foregoing) shall become the property
                       of-Licensor, and Licensees hereby assign any rights to
                       such items to Licensor.

              2.4.3    HARDWARE AND THIRD-PARTY SOFTWARE.  Licensees shall own
                       all hardware and licenses to third-party, off-the-shelf
                       web software purchased by Licensees or Licensor, and
                       reimbursed by Licensees, which are used to provide the
                       Hosting Services hereunder, pursuant to Section 2.3.1
                       above, provided that such software has not been modified
                       by Licensor.

              2.4.4    LICENSEES RIGHT TO GRANT SUBSCRIPTIONS.  Commencing on
                       the Effective Date of this Agreement, and subject to the
                       terms and conditions set forth


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                       herein, Licensor grants to Licensees and Licensees
                       accept a nontransferable (except as provided herein)
                       right to sell Subscriptions to Web Storefronts to
                       College Stores subject to the terms and conditions set
                       forth in a College Storefront License and Services
                       Agreement.

              2.4.5    LICENSEES RIGHT TO USE THE STOREFRONT SOFTWARE.
                       Commencing on the effective date of this Agreement, and
                       subject to the terms and conditions set forth herein,
                       Licensor grants to Licensees and Licensees accept a
                       nontransferable (except as provided herein), right to
                       use and display the Storefront Software solely for the
                       purposes of (i) promoting, offering for sale or selling
                       Subscriptions to Web Storefronts to College Stores and
                       (ii) providing technical supports to such College Stores
                       pursuant to Section 2.10.2 herein.

              2.4.6    LICENSOR RIGHT TO USE COLLEGE STORE TRADEMARKS.
                       Commencing on the Effective Date of this Agreement and
                       subject to the terms and conditions set forth herein,
                       Licensees grant to Licensor and Licensor accepts a
                       nontransferable (except as provided herein),
                       nonexclusive right to use and display any trademark;
                       trade name, service mark or logo used on the Web
                       Storefront of a College Store, to the extent such rights
                       have been or, in the futures, are licensed or assigned
                       to Licensees.

       2.5    SOFTWARE RESTRICTIONS.  Licensees hereby agree to abide by the
              following restrictions which pertain to the Storefront Software:

              2.5.1    NO TRANSFER.  Licensees hereby shall not rent, lease,
                       loan, sell, sublicense, assign or otherwise transfer the
                       Storefront Software in whole or in part, to any third
                       party including any subsidiaries and affiliates of
                       Licensees, except as provided herein or as otherwise
                       mutually agreed upon in writing.

              2.5.2    ADDITIONAL USE RESTRICTIONS.  Unless otherwise expressly
                       permitted in this Agreement, Licensees shall not and
                       shall not permit others to: (i) use the Storefront
                       Software in a manner not provided for in this Agreement;
                       (ii) disassemble, decompile or reverse engineer the
                       Storefront Software; or (iii) unless otherwise permitted
                       in this Agreement, permit any subsidiaries, affiliated
                       entities or third parties to use the Storefront
                       Software.

              2.5.3    REGISTRATION, LOGIN ID, AND PASSWORD.  Licensor may
                       require all or selected Authorized Users to register by
                       providing identity information prior to ordering
                       products or services through a Web Storefront.  Licensor
                       may provide such Authorized Users with respective login
                       names and passwords following registration.  Licensor
                       may condition licensed access to the Storefront
                       Software, or any portion thereof, by all or selected
                       Authorized Users upon validation of a login name and/or
                       password and/or Authorized User identification and
                       compliance with the End-User License Agreement and
                       Licensor Online User Documentation, if any.


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              2.5.4    NOTICE OF INFRINGEMENT OR BREACH.  In the event
                       Licensees acquire actual knowledge of copyright
                       infringement, trademark infringement, patent
                       infringement, software piracy, breach by any College
                       Store of a College Storefront License and Services
                       Agreement or breach by any End User of an End User
                       Agreement, Licensees shall promptly notify Licensor.
                       Licensees further agree to cooperate with Licensor to
                       determine the existence and extent of any such
                       infringement, piracy or breach and to cooperate with
                       Licensor to remedy same.

              2.5.5    OBJECT CODE ONLY.  All software licensed in this
                       Agreement pertains to Object Code only.

              2.5.6    LICENSED USE ONLY.  Licensees shall use the Storefront
                       Software solely as provided in this Agreement.  In
                       addition, Licensee shall use commercially reasonable
                       efforts to insure that the College Stores use the
                       Storefront Software solely as provided in this
                       Agreement, Licensor's Online College Store Documentation
                       and the College Storefront License and Services
                       Agreement executed by such College Store.

              2.5.7    RESERVATION OF RIGHTS.  Licensor reserves all rights and
                       licenses not expressly granted herein to Licensees or
                       any College Store or End User.

       2.6    WEB STOREFRONT SUBSCRIPTION PROCEDURES.

              2.6.1    GATHER LICENSES AND DATA.  For each Web Storefront, the
                       party initiating the Subscription shall:

                       2.6.1.1     obtain a fully executed College Storefront
                                   License and Services Agreement, in the form
                                   set forth in Exhibit D, from the interested
                                   College Store and provide Licensor a copy
                                   thereof;

                       2.6.1.2     provide Licensor with a written request to
                                   activate a Web Storefront for the interested
                                   College Store; and

                       2.6.1.3     provide Licensor any other setup information
                                   as may be reasonably requested by Licensor.

              2.6.2    ACTIVATE WEB STOREFRONT.  Upon fulfillment of the
                       obligations specified in Section 2.6. 1, Licensor shall
                       activate a Web Storefront by:

                       2.6.2.1     ENABLING WEB STOREFRONT CUSTOMIZATION -
                                   allowing a College Store to access the
                                   customization features of the Storefront
                                   Software to customize the user interface of
                                   the Web Storefront for that College Store to
                                   display a logo, trademark or trade name and
                                   to include other design features so that the
                                   Web Storefront, when accessed by


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                                   an Authorized User, appears as a web site for
                                   the College Store; and

                       2.6.2.2     ENABLING E-COMMERCE SERVER SOFTWARE -
                                   enabling Authorized Users to access the
                                   Storefront Software via the Web Storefront of
                                   the College Store.

              2.6.3    END USER AGREEMENT NOTIFICATION.  The party initiating
                       the Subscription shall notify each College Store (i) of
                       the Web Storefront access and use provisions contained
                       in the End User Agreement, and (ii) that use of the Web
                       Storefront is contingent upon Authorized Users
                       acceptance of and compliance with the terms and
                       conditions of such End User Agreement and Licensor
                       Online User Documentation, if any.  The parties
                       acknowledge and agree that an Authorized User's
                       rejection of such agreements or noncompliance therewith
                       shall prevent such Authorized User from ordering
                       products through a Web Storefront.

              2.6.4    INFORMATION TO SUBSCRIBER.  The party initiating the
                       Subscription shall provide each Subscribed College Store
                       with sufficient information to enable Authorized Users
                       to access and use the Storefront Software.

       2.7    LICENSOR RIGHTS TO USE COURSE INFORMATION AND COLLEGE STORE DATA.

              2.7.1    Licensees grant to Licensor, to the extent such rights
                       have been or in the future are granted to Licensees by a
                       College Store, and Licensor accepts a nontransferable,
                       nonexclusive, royalty free, worldwide right and license
                       to reproduce, modify, manipulate, adapt, format,
                       display, use and allow Authorized Users to display any
                       Course Information and other College Store Data for
                       purpose of assisting, facilitation or allowing College
                       Stores to conduct electronic commerce via the internet
                       or an intranet.

              2.7.2    Licensees agree that during the term of this Agreement,
                       Licensees shall not provide nor assist any third parties
                       in providing on behalf of Licensees any services whereby
                       College Store Products are sold or offered for sale by a
                       College Store through a Web site or Course Information
                       is made available through a web site, except as
                       otherwise allowed herein.

       2.8    END USER AGREEMENT.

              2.8.1    AUTOMATIC DISPLAY.  A copy of the End User Agreement
                       shall automatically be loaded and displayed before an
                       End User is allowed to order any product from a Web
                       Storefront

              2.8.2    ASSENT.  Each Authorized User's use of a Web Storefront
                       to order products is contingent upon the user's
                       acceptance of the terms and conditions of the End User
                       Agreement and Licensor Online User Documentation.


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       2.9    COLLEGE STORE AGREEMENT.

              The parties agree that the creation of a Web Storefront by College
              Store is contingent upon the College Store agreeing in writing to
              and complying with Licensor's Online College Store Documentation,
              if any, and the College Storefront License and Services Agreement
              The parties agree that the terms and conditions of such College
              Storefront License and Services Agreement may be modified only
              upon mutual, written agreement by the parties.

       2.10   SOFTWARE MAINTENANCE AND SUPPORT

              2.10.1   Licensor Maintenance and Support Services.  Commencing
                       on the Effective Date or the date on which the software
                       is available for license hereunder, whichever is later,
                       and terminating upon termination of the Agreement,
                       Licensor shall provide the maintenance and support
                       services to Licensees listed below:

                       2.10.1.1    Use all commercially reasonable efforts to
                                   provide Licensees with available solutions
                                   and corrections for reported problems, which
                                   are demonstrated to Licensor as material
                                   defects in the Storefront Software, so that
                                   the Storefront Software materially conforms
                                   with the functionality in the applicable
                                   documentation.  Support is limited to
                                   telephone and e-mail support to two Licensees
                                   contacts whom Licensees has designated in
                                   writing (or via e-mail) as Licensees' support
                                   representatives (the "Support
                                   Representatives") and does not include onsite
                                   support at a College Store's, End User's or
                                   Licensees' location;

                       2.10.1.2    Provide reasonable telephone support during
                                   the period of 9:00 am to 5:00 p.m. CST,
                                   e-mail support during the period of 7:00 am
                                   to 7:00 p.m. CST, Monday through Friday and
                                   exclusive of holidays observed by Licensor,
                                   and pager/cellular phone support 24 hours a
                                   day, 7 days a week in response to calls and
                                   e-mail from the Support Representatives.
                                   Holidays currently observed by Licensor
                                   which may change from time to time at the
                                   sole discretion of Licensor; and

                       2.10.1.3    Provide, at no additional charge, (i) all bug
                                   fixes and error corrections to Storefront
                                   Software and (ii) any updates, enhancements,
                                   and new releases of the Storefront Software
                                   as licensed hereunder.


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                       2.10.1.4    Licensor shall not be obligated to provide
                                   Maintenance and Support Services for any
                                   Storefront Software other than the current
                                   release.

              2.10.2   LICENSEES MAINTENANCE AND SUPPORT SERVICES.  Commencing
                       on the Effective Date or the date on which the Software
                       is available for license hereunder, whichever is later,
                       and terminating upon termination of this Agreement,
                       Licensees shall:

                       2.10.2.1    Provide maintenance and support services to
                                   College Stores and Authorized Users during
                                   the period of 9:00 am to 5:00 p.m. EST, email
                                   support during the period of 7:00 am to 7:00
                                   p.m. EST, Monday through Friday and exclusive
                                   of holidays observed by Licensees, and
                                   pager/cellular phone support 24 hours a day,
                                   7 days a week in response to calls and e-mail
                                   from any College Store or Authorized User.
                                   Holidays currently observed by Licensees
                                   which may change from time to time at the
                                   sole discretion of Licensees; and

                       2.10.2.2    Provide Licensor with the names of two
                                   designated Support Representatives within
                                   thirty (30) business days from the Effective
                                   Date, and all information and materials
                                   reasonably requested by Licensor for use in
                                   replicating, diagnosing, and correcting a
                                   particular problem reported by Licensees.

              2.10.3   DATA RETENTION.  Licensor shall have no responsibility,
                       whatsoever, for reproducing, reconstructing or archiving
                       any Course Information or other College Store Data,
                       except for information or data entered by a Subscribed
                       College Store in its then current Web Storefront.
                       Licensor may, at any time and in accordance with
                       Licensor's operational procedures, destroy files
                       pertaining to outdated Course Information or other
                       College Store Data in order to maintain current
                       information.

       2.11   ADVERTISING, PROMOTION, AND OTHER LINKS AND DATA.

              2.11.1   SALES AND ADVERTISING PROGRAM.  The parties agree to
                       develop a mutual sales and Advertising program for
                       Advertising on Web Storefronts.

              2.11.2   EXCLUSIVE ADVERTISING SERVICE ADMINISTRATOR.  Licensor
                       shall be the exclusive administrator of the marketing
                       and Advertising content displayed on any Web Storefront.

              2.11.3   LICENSOR ADVERTISING SALES.  Subject to Section 2.11.4
                       herein, Licensor shall have the exclusive solicit and
                       sell Advertising and promotional


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                       content for Web Storefronts, provided that each
                       Subscribed College Stores shall have the right to
                       solicit and sell Advertising and promotional contents
                       for its Web Storefront.

              2.11.4   LICENSEES ADVERTISING SALES.  Licensees reserve the
                       right to, unilaterally or jointly with Licensor upon
                       Licensees' request, solicit and sell Advertising and
                       promotional content for Web Storefront from those
                       entities, listed in Schedule E, with which Licensees
                       have an existing Advertising and promotion sales
                       relationship.

              2.11.5   LICENSEES WEB SITES AND LICENSOR WEB SITES.  The parties
                       agree that Licensor is allowed to provide Advertisements
                       via the Licensees Web Sites and Licensor Web Sites to
                       the Authorized Users via each Authorized User's access
                       and use of the Storefront Software, provided that such
                       Advertisements shall not be displayed on the Web
                       Storefront of a Subscribed College Store without the
                       store's approval as required herein.

              2.11.6   LICENSOR MARKETING AND PROMOTIONAL ACTIVITIES.
                       Licensees shall make reasonable efforts to secure
                       permission from Subscribed College Stores to allow
                       Licensor to conduct marketing and promotional activities
                       in or around Web Storefront of such stores, or such
                       other web sites or territory as controlled or accessible
                       by such College Stores.

              2.11.7   NAVIGATION.  Licensor shall provide each Web Storefront
                       of a Subscribed College Store with a URL link from
                       Licensor's web site, only if and as long as, the
                       Subscribed College Store includes in its Web Storefront
                       a URL link to Licensor's Web page and appropriate
                       Licensor branding, including Licensor's logo and company
                       name.  Licensees shall use reasonable efforts to secure
                       permission from each Subscribed College Store having a
                       Web Storefront to include a Licensor URL link on such
                       Web Storefront and to include appropriate Licensor
                       branding, including Licensor's logo, Licensor's URL, and
                       Licensor's company name, in such stores marketing and
                       Advertising efforts.

              2.11.8   FEES.  The parties agree to allocate and distribute the
                       Advertisement, promotion fees and performance based
                       revenues as set forth in Schedule A hereto.

       2.12   TRADEMARK OWNERSHIP AND LICENSES.

              2.12.1   LICENSED USE.  To the extent necessary to carry out the
                       purpose of this Agreement and the obligations of the
                       Parties thereunder, each Party ("Trademark Owner") that
                       owns a Trademark identified on Schedule C (individually
                       "Trademark" or collectively "Trademarks") grants to the
                       other Parties ("Trademark Users") a license for the
                       duration of this Agreement to reproduce and use the
                       Trademark Owner's Trademarks


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                       solely in conjunction with (i) the promotion and sale of
                       Subscriptions to College Stores, (ii) the promotion of
                       Web Storefronts of Subscribed College Stores, (iii) the
                       promotion and sale of College Store Products sold or
                       offered for sale through the Web Storefront of a
                       Subscribed College Store, and (iv) services and products
                       traditionally associated with the Trademarks of the
                       Trademark Owner.

              2.12.2   NO TITLE TO USERS.  The Trademark Users by their use of
                       any Trademark shall not create any right, title or
                       interest therein, other than the goodwill associated
                       with the mark, which is assigned to the Trademark Owner.

              2.12.3   QUALITY OF USE.  The Trademark Users shall not use a
                       Trademark in a manner that diminishes the quality of
                       such mark, and all such use shall be for the benefit of
                       the Trademark Owner.

              2.12.4   APPROVAL BY OWNER.  The Trademark Users shall submit to
                       the Trademark Owner, upon the owner's reasonable
                       request, any representations of the Trademark that the
                       user intends to use, for Trademark Owner's approval of
                       the design, color and other details.  Upon the Trademark
                       Owner's reasonable request the Trademark Users shall
                       submit to the owner prior to publication any
                       advertising, press release, promotion or marketing
                       materials using a Trademark.

              2.12.5   TRANSFER OF GOODWILL.  If the Trademark Users acquire
                       any goodwill through use of a Trademark of another, all
                       such goodwill shall automatically vest in the Trademark
                       Owner on an on-going basis and is hereby assigned to the
                       Trademark Owner.  Such acquisition of goodwill or
                       reputation occurs, as well as at the expiration or
                       termination of this agreement, without any separate
                       payment or other consideration of any kind by the
                       Trademark Owner and the Trademark Users agree to take
                       all actions necessary to effect such vesting.

              2.12.6   NO CONFUSINGLY SIMILAR USES.  During the term of this
                       agreement, the Trademark Users shall not adopt, use or
                       register, whether as a corporate name, trademark,
                       service mark, URL or other indication of origin, any of
                       the Trademarks, or any word or mark confusingly similar
                       to the Trademarks, in any jurisdiction, other than as
                       expressly permitted in this agreement or as otherwise
                       agreed in writing by the Trademark Owner.

3.     LICENSEES RESPONSIBILITIES

       3.1    Licensees agree to use commercially reasonable efforts to:

              3.1.1    Promote and sell subscriptions to Web Storefronts, as
                       well as support Subscribed College Stores in their
                       efforts to fully utilize the Web Storefront to their
                       full advantage;


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              3.1.2    Work with Licensor to identify and define enhancements
                       and extensions to the Storefront Software;

              3.1.3    Assist College Stores with entering and maintaining
                       Course Information and other College Store Data for each
                       Subscribed College Store in a Web Storefront;

              3.1.4    Provide to Licensor updated Course Information and other
                       College Store Data as soon as it is made available to
                       Licensees;

              3.1.5    Assist College Stores in providing the highest possible
                       quality of Course Information and other College Store
                       Data is provided to Authorized Users;

              3.1.6    Obtain agreements between Licensees and all College
                       Stores, said Agreement including, and consistent with,
                       the terms and conditions of the College Store License
                       and Services Agreement;

              3.1.7    Educate Subscribed College Stores on the importance of
                       promoting the use of their respective Web Storefront;

              3.1.8    Encourage Subscribed College Stores to engage in
                       promotional activities and provide promotional materials
                       to assist in promoting the use of their respective Web
                       Storefront;

              3.1.9    Pursue mutually acceptable joint advertising, promotion,
                       and marketing including issuance of a joint press
                       release within fifteen (I 5) days of the Effective Date
                       which is mutually acceptable to Licensor and announces
                       the strategic relationship between Licensor and
                       announces the strategic relationship between Licensor
                       and Licensees;

              3.1.10   Endorse a written testimonial, acceptable to Licensees,
                       promptly after the Effective Date which outlines the
                       benefits of Licensor's services received by Licensees
                       and detailing the relationship between the parties; and

              3.1.11   Have joint meetings with the press promptly after the
                       Effective Date to promote the benefits of the Agreement.

       3.2    WEB PAGE MARKINGS AND CONTENT.  Licensees and Licensor shall
              mutually agree upon the content and location of a Web page on the
              Web site www.NACS.org, said Web page generally describing the
              relationship of the Parties, promoting Subscriptions to College
              Stores, and promoting the Web Storefronts of Subscribed College
              Stores.  Licensees shall place a "collegestudent.com" logo
              ("Logo"), to be provided by Licensor, in the top portion of such
              Web page.  The Logo shall occupy at least an area of approximately
              88x31 pixels and shall include the URL link(s) to Licensor's
              then-current home Web page.  As of the Effective Date, Licensor's
              home Web page URL is www.collegestudent.com.


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       3.3    FACILITIES, MATERIALS, PERSONNEL.  To the extent reasonably
              required by a visiting party, each party shall make available to
              the other party certain of the hosting party's facilities,
              computer resources, software programs, personnel and business
              information as are reasonably required to perform services
              hereunder.  While on the other party's premises, the visiting
              party and its third party contractor(s) agree to comply with the
              hosting party's rules and regulations regarding safety, security,
              conduct and operational procedures and practices that are conveyed
              to the visiting party.

4.     RECORDS AND CONTACT INFORMATION

       4.1    RECORDS.  Each party shall keep an accurate to-date and complete
              record of:

              4.1.1    the number of Web Storefront requests;

              4.1.2    all agreements between each party and Subscribed College
                       Stores related to Web Storefront Subscriptions pursuant
                       to Section 2.6. 1. 1;

              4.1.3    the amount of advertising, promotion, and order based
                       revenues received and/or generated by each party
                       pursuant to this Agreement; and

              4.1.4    identity and contact information on all Subscribed
                       College Stores.

       4.2    MONTHLY REPORT.  Each party shall provide monthly reports to the
              other party within fifteen (I 5) days after the end of each month
              containing updated records of Section 4. 1.

       4.3    VERIFICATION.  Each party agrees that the other party may, upon
              five (5) business days' prior written notice, enter such party's
              premises to verify such party's compliance with the provisions of
              this Agreement.  Inspections shall be limited to (i) one annual
              inspection (unless the requesting party believes that it has just
              cause for multiple inspections); and (ii) during the audited
              party's normal business hours.  If the audited party is found not
              to be in substantial compliance with the Agreement, the audited
              party shall pay the reasonable expenses incurred by requesting
              party associated with such inspection.  Each party's rights of
              inspection shall remain in effect through the period ending six
              (6) months from the termination or expiration of this Agreement
              and any applicable license hereunder.

       4.4    RECORDS RETENTION, USAGE.  Each Party shall have the right to
              retain and review all records, information and data controlled or
              maintained by the Storefront Software, including input, quotations
              and orders pertaining to an Authorized User's access to the
              Storefront Software or any Web Storefront.  Each Party shall also
              have the right to disclose such records, information or data
              provided that (i) the written consent of the other Party to this
              Agreement is obtained in advance, and such consent shall not be
              unreasonably withheld, and Cu) such items are disclosed in


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<PAGE>

              aggregate form without identifying any particular association of a
              Subscribed College Store or End User to such information.

       4.5    CONTACT INFORMATION.

              4.5.1    Licensor contact information, which may be changed from
                       time to time upon written notice to Licensees, is as
                       follows:

                                   ATTN: Mr. Eben Miller
                                   Collegestudent.Com, Inc.
                                   715 West 23d Street, Suite M
                                   Austin, Texas 78705
                                   (512)  477-7444 (Telephone)
                                   (512)  474-6013) (Facsimile)
                                   eben@collegestudent.com (e-mail)

              4.5.2    Licensees' contact information, which may change from
                       time to time upon written notice to Licensor, is as
                       follows:

                                   ATTN: Mr. Gary Swisher
                                   CourseWeb LLC
                                   500 East Lorain Street
                                   Oberlin, OH 44074
                                   (440) 775-7777
                                   (440) 775-4769 (fax)
                                   gswisher@courseweb.org

5.     FEES AND PAYMENT

       5.1    PAYMENT TERMS - GENERAL.  The entire amount of all amounts
              required to be paid by one party to the other party under this
              Agreement shall be on the fifteenth (15th) day of each month
              following the month in which such amounts are accrued unless
              otherwise expressly provided herein.  In the event that a payment
              schedule is set forth herein, payments shall be due in accordance
              with such payment schedule.  Any late payment shall be subject to
              any costs of collection (including reasonable legal fees) and
              shall bear interest at the rate of one and one-half (1.5) percent
              per month (prorated for partial periods) or at the maximum rate
              permitted by law, whichever is less.

       5.2    PAYMENTS. The parties agree to the payment terms as set forth in
              Schedule A.

       5.3    AMOUNTS NOT INCLUDED IN PAYMENT.  The fees and other amounts
              required to be paid hereunder do not include any amount for taxes,
              duties, or levies (including interest and penalties).  Each party
              shall bear all sales, use, excise, property, or other taxes,
              levies, or duties required to correct or remit to applicable tax


                                    15 of 27
<PAGE>

              authorities according to the percentages outlined in Schedule A.
              Neither party shall be responsible for the other party's income or
              franchise taxes.

       5.4    U.S. DOLLARS.  All dollar amounts listed in this Agreement are in
              U.S. Dollars, and all payments shall be made in U.S. Dollars.

       5.5    PRICING FOR SERVICES.  Unless otherwise agreed in writing
              Consulting Services provided by Licensor shall be at Licensor's
              then current applicable standard time and material rates and
              charges plus reasonable expenses.

       5.6    EXPENSES.  Expenses are not included in the fees specified in this
              Agreement.

6.     CONSULTING SERVICES

       6.1    GENERAL.  Licensor may provide consulting services (the
              "Consulting Services"), which may include software development,
              integration, implementation, customization, data integration, and
              training as requested by Licensees.  Consulting Services shall be
              provided in accordance with a mutually agreed upon Statement of
              Work.

       6.2    RESOURCES.  Licensor shall provide resources and use qualified
              employees and/or consultants as it deems necessary to perform the
              Consulting Services.

7.     CONFIDENTIALITY

       7.1    DEFINITION.  "Confidential Information" includes all information
              disclosed by the parties, before or after the Effective Date, and
              generally not publicly known, whether tangible or intangible and
              in whatever form or median provided, as well as any information
              generated by a Party to the extent that it contains, reflects, or
              is derived from Confidential Information.  Confidential
              Information includes, without limitation, the Storefront Software,
              User Documentation, training materials, security procedure
              information and other information identified as "confidential" or
              the like.  The terms and conditions of this Agreement are
              Confidential Information; however, the existence of this Agreement
              is not Confidential Information.

       7.2    PROPRIETARY NATURE.  All Confidential Information of the
              disclosing party is proprietary to the disclosing party or its
              third party licensors and includes trade secrets and the
              unpublished copyrighted material of the disclosing party and its
              third party licensors.

       7.3    RESTRICTED USE AND PROTECTION.  Except as expressly permitted in
              this Agreement, Confidential Information may not be copied,
              reproduced, or distributed, and the receiving party shall not
              sell, lease, license, assign, transfer, or disclose the
              Confidential Information to any third party.  The receiving party
              shall protect Confidential Information of the disclosing party by
              using the same degree of care


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              but no less than a reasonable degree of care as it uses to
              safeguard its own confidential or proprietary information of a
              like nature from unauthorized use, disclosure, or dissemination.

       7.4    NO REVERSE ENGINEERING.  Licensees shall not reverse engineer,
              disassemble, decompile, or apply any procedure or process to the
              Storefront Software in order to ascertain, derive, and/or
              appropriate for any reason or purpose, the source code or source
              listings for the Storefront Software, any trade secret
              information, process, or other information contained in the
              Storefront Software.

       7.5    RESTRICTED ACCESS.  The receiving party agrees to restrict access
              to Confidential Information of the disclosing party to only its
              employees and contractors who require such access in the course of
              their assigned duties and responsibilities and who have been
              informed of the receiving party's obligations of confidence and
              have agreed in writing to preserve the confidentiality of such
              information under terms and conditions no less restrictive than
              those set forth herein.  The receiving party shall enforce such
              obligations unless otherwise authorized in writing by the
              disclosing party.

       7.6    NO COMPETITOR ACCESS.  No contractor or potential Authorized User
              who is a competitor of the disclosing party may have access to
              Confidential Information of the disclosing party.  The receiving
              party agrees to promptly notify the disclosing party regarding the
              competitive status of any potential contractor or potential
              Authorized User which may possibly be a competitor with the
              disclosing party.  The receiving party agrees to abide by any
              competitive determination reasonably made by the disclosing party
              regarding any contractor or potential Authorized User.

       7.7    NO OWNERSHIP CONVEYED.  Nothing in this Agreement shall be
              construed to convey to Licensor or to Licensees any title or
              ownership rights to the other party's Confidential Information or
              to any software, patent, copyright, trademark, or trade secret of
              the other party or grant any other right, title, or ownership
              interest to the other party's Confidential Information except as
              may be provided by this Agreement.

       7.8    EXCEPTIONS.  Without granting any right or license, the foregoing
              obligations shall not apply to disclosure of any Confidential
              Information which the receiving party can document and that: (i)
              was in the possession of or known by the receiving party without
              an obligation of confidentiality prior to receipt from the
              disclosing party, (ii) is or becomes general public knowledge
              through no fault or acts of the receiving party; (iii) is or
              becomes lawfully available to the receiving party from a third
              party without an obligation of confidentiality; (iv) is
              independently developed by the receiving party without use of any
              Confidential Information; or (v) is required to be disclosed
              pursuant to any law, code or regulation, provided the disclosing
              party is given ten (10) days written notice prior to such
              requirement in order that it may seek a protective order.


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<PAGE>

       7.9    REMEDIES, INJUNCTIVE RELIEF.  Each party acknowledges that the
              disclosing party shall have the right to take all reasonable steps
              to protect its Confidential Information, and that in the event of
              a violation of this section, the disclosing party may be
              irreparably harmed and may suffer significant injury that will not
              be compensable by damages alone.  The disclosing party may
              therefore be entitled to obtain injunctive relief in addition to
              any other remedies and damages that may be available at law or in
              equity (including costs and reasonable legal fees).

8.     TERM AND TERMINATION

       8.1    INITIAL TERM, RENEWAL.  The Agreement shall remain in effect for
              three (3) years from the Effective Date ("Initial Term").  The
              Agreement shall renew for successive three (3) year periods
              ("Renewal Term") until such time as either party provides the
              other party with written notice at least six months prior to the
              end of the Initial Term or the then-current Renewal Term of its
              election not to renew the Agreement and the licenses granted
              hereunder.

       8.2    NO INITIAL RENEWAL BY LICENSOR.  If Licensor elects not to renew
              this Agreement for a first Renewal Term, the Initial Term shall be
              extended by six (6) months, and the Agreement shall terminate at
              the end of that six (6) month period.

       8.3    TERMINATION EVENTS.  This Agreement and any license issued
              hereunder and any respective Schedule may be respectively
              terminated earlier in accordance with the following:

              8.3.1    By a Party due to the other Party's failing to make any
                       payments due hereunder within thirty (30) days after
                       delivery of written notice of such default.

              8.3.2    By a non-defaulting Party on thirty (30) days written
                       notice to the defaulting Party if the defaulting Party
                       fails to perform any material obligation required of it
                       under this Agreement and such failure is not cured
                       within such thirty (30) day period.

              8.3.3    By either Party if the other files a petition for
                       bankruptcy or insolvency, has an involuntary petition
                       filed against it which is not dismissed within ninety
                       (90) days following the filing of such petition,
                       commences an action providing for relief under
                       bankruptcy laws, files for the appointment of a
                       receiver, or is adjudicated a bankrupt concern.

       8.4    DAMAGES.  Neither party shall be liable to the other party for
              damages of any sort solely as a result of terminating this
              Agreement in accordance with its terms.  Termination of this
              Agreement shall be without prejudice to any other right or remedy
              of either party.


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       8.5    SURVIVAL.  Upon termination of this Agreement, the provisions of
              Sections 5. 1, 7, 9.2, 9.4, 10, 11, 12.2, 12.3, 12.4, 12.5, 12.6,
              14, 15.4, 15.5 and 15.6 shall survive termination of this
              Agreement and continue in effect and shall inure to the benefit
              and be binding upon the parties, including their legal
              representatives, heirs, successors, and assigns.

9.     WARRANTY AND REMEDIES

       9.1    GENERAL.  Each party represents and warrants to the other that it
              has the right to enter into this Agreement and to perform its
              obligations under this Agreement.  Without limitation, Licensor
              represents and warrants that it has the right to grant to
              Licensees licenses as provided herein.  Without limitation,
              Licensees represent and warrant that they either have or will use
              commercially reasonable efforts to obtain a fully executed College
              Storefront License and Services Agreement from each past, present
              or future Subscribed College Store.  Each party represents and
              warrants that it has the right to disclose to other and grant the
              other party access to any information disclosed to the other
              party.  Licensor represents, to the best of its knowledge, that
              the Software does not infringe any patent or copyright or violate
              any other proprietary rights of a third party including Ceubic.

       9.2    DATA PROVIDED BY LICENSOR TO AUTHORIZED USERS "AS IS".
              Information and data provided by Licensor to Licensees, College
              Stores, authorized users or anyone else is provided "AS IS" and is
              not verified or expressly or implicitly warranted by Licensor.
              Licensor cannot and does not represent that such information and
              data is error free and shall not be liable or responsible for any
              pricing, configuration, availability or other errors contained in
              any information and data provided to Licensees, any College Store
              or any Authorized User.

       9.3    SERVICES WARRANTY.  Licensor wan-ants that all services performed
              under the Agreement shall be performed in a workmanlike and
              professional manner by its employees or by third party
              contractors.

       9.4    WARRANTY DISCLAIMER.  EXCEPT AS OTHERWISE STATED IN THIS
              AGREEMENT, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED,
              OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
              FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGENMNT.

10.    INDEMNITY

       10.1   INDEMNITY OBLIGATION OF LICENSOR.  Licensor will indemnify,
              defend, hold harmless or, at its sole option, settle any action or
              claim brought against Licensee to the extent that it is based upon
              a claim that the Storefront Software directly infringes any
              copyright or patent rights or incorporates any misappropriated
              trade secrets (a "Claim").  Licensor will pay any judgment awarded
              against Licensee that is attributable to such Claim or settlement
              approved in advance by Licensor,


                                    19 of 27
<PAGE>

              provided that: (i) Licensee promptly notifies Licensor in writing
              of the Claim or any threat thereof, (ii) Licensee grants Licensor
              sole control of the defense and settlement of the Claim, and (iii)
              Licensee provides Licensor with all assistance, information and
              authority reasonably required for the defense and settlement of
              the Claim at Licensor's expense. Licensor shall not be responsible
              for damages or costs under any settlement or compromise made
              without its consent. Licensee may retain their own counsel (at
              their expense) to monitor and/or participate in the defense and
              settlement of the Claim. The foregoing indemnity does not apply
              to: (i) any misuse of the Storefront Software by using the
              Storefront Software other than for its intended purpose, whether
              by Licensee, a College Store, an End User or anyone else or (ii)
              any Claim based on a version of the Storefront Software that is
              not the current version.

       10.2   ADDITIONAL REMEDIES.  If Licensee's use of the Storefront Software
              hereunder becomes subject to a Claim, or in Licensor's opinion is
              likely to become subject to a Claim, Licensor may, at its sole
              option and expense: (i) procure for Licensee the right to continue
              using such Storefront Software under the terms of this Agreement;
              (ii) replace or modify such Storefront Software so that it is
              non-infringing, provided, however, that any such efforts not
              substantially Finish the functionality of the Storefront Software
              as it exists on the date of this Agreement; or (iii) if (i) and
              (ii) above are not achieved by Licensor through commercially
              reasonable efforts, Licensor may immediately terminate this
              Agreement, at which time Licensee will use its best efforts to
              cease all use, performance, display, installation and/or sales
              activities for the Storefront Software, Technical Documentation,
              and User Documentation ("Complete Cessation of Use"). In any
              event, Licensee shall achieve Complete Cessation of Use within
              three (3) days of receipt of such termination notice. Any use of
              the Storefront Software subsequent to three days of receipt of
              such termination notice under this section is not included within
              Licensor's indemnification obligations of this section.

       10.3   INDEMNITY OBLIGATION OF LICENSEE.  Licensee will indemnify,
              defend, hold harmless or, at its sole option, settle any action or
              claim brought against Licensor to the extent that it is based upon
              a claim that Licensor has infringed any copyright or patent rights
              or misappropriated trade secrets in the Cuebic Software.  Licensee
              will pay any judgment awarded against Licensor that is
              attributable to such claim or settlement approved in advance by
              Licensee, provided that: (i) Licensor promptly notifies Licensee
              in writing of such a claim or any threat thereof, (ii) Licensor
              grants Licensee sole control of the defense and settlement of such
              claim, and (iii) Licensor provides Licensee with all assistance,
              information and authority reasonably required for the defense and
              settlement of the claim at Licensee's expense.  Licensee shall not
              be responsible for damages or costs under any settlement or
              compromise made without its consent.  Licensor may retain their
              own counsel (at its expense) to monitor and/or participate in the
              defense and settlement of such a claim.


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       10.4   SOLE REMEDY.  THE PROVISIONS OF THIS SECTION 10 SET FORTH EACH
              PARTY'S SOLE AND EXCLUSIVE OBLIGATIONS AND REMEDIES, WITH RESPECT
              TO ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
              PROPERTY RIGHTS OF ANY KIND.

11.    LIMITATION OF LIABILITY

       11.1   LIMITATION OF LIABILITY.  IN NO EVENT SHALL A PARTY ("LIABLE
              PARTY") BE LIABLE TO ANOTHER PARTY, WHETHER IN AN EQUITABLE,
              LEGAL, OR COMMON LAW ACTION ARISING UNDER OR RELATED TO THE
              AGREEMENT AND ARISING UNDER ANY THEORY OF LIABILITY INCLUDING
              CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING
              NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE,
              EXCEED THE AMOUNT OF THE FEES RECEIVED BY THE LIABLE PARTY UNDER
              THIS AGREEMENT DURING THE MOST RECENT EIGHTEEN (18) MONTH PERIOD.

       11.2   NO CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR
              ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
              KIND AND HOWEVER CAUSED (INCLUDING NEGLIGENCE), INCLUDING BUT NOT
              LIMITED TO LOSS OF PROFITS OR BUSINESS INTERRUPTION EVEN IF
              NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING
              THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

       11.3   NO LIABILITY ARISING FROM DATA.  LICENSEES HEREBY AGREES THAT
              LICENSOR SHALL NOT BE LIABLE FOR ANY PRICING, AVAILABILITY, OR
              OTHER ERROR CONTAINED IN ANY COLLEGE STORE DATA, COURSE
              INFORMATION OR OTHER DATA, INCLUDING ADVERTISING AND PROMOTIONAL
              INFORMATION, PROVIDED TO AUTHORIZED USERS.

       11.4   FORCE MAJEURE.  Neither party shall be liable for any delay or
              failure to perform its obligations and services hereunder for
              causes that are beyond its reasonable control except for the
              payment of monies.  For  illustrations purposes, and without
              limiting the generality thereof, such causes shall include, but
              are not limited to, acts of nature, floods, fires, loss of
              electricity or other utilities, lack of Licensees support
              necessary for the timely provision of Services, or delays by
              Licensees in providing any required information, personnel, or
              performing any other obligation hereunder.


                                    21 of 27
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12.    EXCLUSIVITY, NON-COMPETE, SOLICITATION OF EMPLOYMENT

       12.1   EXCLUSIVITY.

              12.1.1   BY LICENSOR.  During the Term of this Agreement,
                       Licensor shall not license the use of the Storefront
                       Software to any third party for the purpose of allowing
                       such third party to provide Web Storefronts to College
                       Stores without the prior written consent of Licensees,
                       except as otherwise allowed herein.

              12.1.2   BY LICENSEES.  Licensees hereby agree that the use of
                       College Store Course Information as licensed herein and
                       the advertising administration services provided herein
                       are exclusive relationships between Licensor and
                       Licensees.  Therefore, during the Term of this
                       Agreement, Licensees shall not assist, directly or
                       indirectly, a third party in creating, maintaining or
                       supporting a commerce enabled Web site for College
                       Stores and shall not permit any third parties to provide
                       the advertising administration for a Web Storefront as
                       set forth in Section 2.11.2 herein, provided that, if
                       this Agreement is not renewed pursuant to Section 8.2,
                       licensees may, upon receipt of a non-renewal notice
                       pursuant to that section, independently on its own or
                       with the assistance of a third party, design and develop
                       software to create, support and host commerce enabled
                       Web sites to be used for the promotion and sale of
                       College Store Products after termination of this
                       Agreement.

       12.2   LIMITED COVENANT NOT TO COMPETE.  Because the receiving Party will
              have access to and become acquainted with the Confidential
              Information of the disclosing Party, the unauthorized use,
              disclosure, or dissemination of which may cause irreparable harm
              and significant injury to the disclosing Party, and because of
              each Party's substantial investment in providing the Web
              Storefront services to College Store and for providing the
              exclusive relationships established herein, each Party agrees
              with, and represents to, the other Party that, except as otherwise
              allowed in this Agreement, it does not (as of the Effective Date)
              and shall not during the Term of this Agreement anywhere in the
              world:  (i) render directly or indirectly through an entity owned
              or partially owned by any Party, or any member thereof, services
              to any College Store whereby College Store Products are sold or
              offered for sale by a College Store through a Web Site; or (ii)
              provide such services for or on behalf of any third party, either
              directly or indirectly through an entity owned or partially owned
              by a Party, or any member thereof.

       12.3   SCOPE.  Each party specifically agrees that the covenants in this
              section are an integral part of this Agreement and these covenants
              shall be specifically enforceable by the other party and its
              successor and assigns.  Each party acknowledges that the
              limitations as to time, geographical area, and scope of activity
              restrained as set forth in the limited covenant in this section
              are reasonable and do not impose a greater restraint on it than is
              necessary to protect


                                    22 of 27
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              the integrity of the proprietary information and the goodwill and
              other business interest of the other party, as well as the
              competitive benefit of engaging the other party. If for any reason
              the covenants stated in this section are deemed unenforceable by a
              court or other adjudicative body, the parties specifically request
              such court or adjudicative body to reform the covenants as to make
              them enforceable and, as so reformed, enforce them to the maximum
              extent permitted by law.

       12.4   EFFECT OF TERMINATION/NON-RENEWAL.  If the parties mutually agree
              to terminate or not renew this Agreement as provided in Section 8,
              then the Limited Covenant provided for in this section shall not
              apply and each party shall be free to compete with the other
              party.  If either party causes this Agreement to terminate by such
              party's material breach of the Agreement, then such party agrees
              not to compete with the other party pursuant to Section 12.2 above
              for a period of one year from the date of the termination of this
              Agreement.  The parties agree that the exercise of this section
              caused by one party's material breach of the Agreement shall not
              waive or otherwise limit any legal or equitable rights and
              remedies of the non-breaching party.

       12.5   NO SOLICITATION.  During the Term of this Agreement and for a
              period of one (1) year thereafter, each Party agrees not to
              directly or indirectly hire, solicit, nor attempt to solicit the
              services of another Party's employee, contractor or former
              employee within six (6) months of employment termination from a
              Party without the prior written consent of the non-soliciting
              Party. Violation of this provision shall entitle the
              non-soliciting Party to assert liquidated damages against the
              soliciting Party equal to one hundred (100) percent of the
              solicited person's gross annual compensation. The Parties agree
              that the damages caused to a Party by breach of this provision is
              difficult, or impossible to determine and the amount set forth
              above is a reasonable estimation of the damages the non-soliciting
              Party would incur.

       12.6   DATA EXCHANGE UPON TERMINATION.  Upon termination of this
              Agreement for any reason, each party shall, upon request by a
              Subscribed College Store, make available data, in a tab delimited
              electronic format, for the twelve month period preceding
              termination of this Agreement to the extent such data is
              available.  The data subject to this provision is: (1) Course
              Information, (2) College Store Data, and (3) transaction
              information for sales of College Store Products.

13.    ESCROW OF SOFTWARE

       13.1   DEPOSIT OF SOFTWARE.  Within 30 days from the execution of this
              Agreement or the date that the software is available for license,
              whichever is later, Licensor shall deliver the Storefront Software
              provided by Licensor under this agreement to an escrow agent under
              a separate agreement between Licensor and such escrow agent.
              Licensor shall further deposit updates to the Software on an as
              needed, or periodic, basis.


                                    23 of 27
<PAGE>

       13.2   PAYMENT OF ESCROW AGENT.  Licensees hereby agrees to pay any and
              all fees required by such escrow agent under the aforementioned
              agreement.  Licensees further agrees Licensor's obligation to
              deposit Storefront Software to such escrow agent is contingent
              upon Licensees payment of the applicable fees.

14.    RELEASE FROM ESCROW

       14.1   PROCEDURE.  In the event of an occurrence of the type requiring
              the escrow agent to release the Software to Licensees, Licensees
              shall send, by national overnight courier service, to both escrow
              agent and Licensor, a signed and notarized affidavit declaring
              that an event of default has occurred under the terms of this
              Agreement such that the Software should be released to Licensees
              and reciting the basis for such default in detail.  Licensor
              shall, thereupon, have 14 days to notify the escrow agent in
              writing that such event has not occurred or is contested.  The
              escrow agent shall not release the Software until resolution of
              such dispute.  A lack of a timely response by Licensor shall be
              deemed as Licensor's agreement to release the Software to
              Licensees, which release shall occur within 30 days after receipt
              of Licensees' affidavit by the escrow agent.

       14.2   RELEASE EVENTS.  Licensees shall be entitled to request release of
              the Software under the following circumstances:

              14.2.1   Licensor permanently ceases to conduct business, except
                       in the instance where a majority of the Licensor's
                       assets or issued stock are purchased or otherwise
                       transferred to another entity where Licensor's rights
                       under this Agreement are assigned or otherwise
                       transferred to another entity pursuant to Section 14.5
                       of this Agreement; or

              14.2.2   Licensor is adjudged insolvent or bankrupt and Licensor
                       has failed to be reorganized under applicable bankruptcy
                       laws.

       14.3   Upon release of the Software in accordance with the Escrow
              Agreement, Licensees shall have the right to use the Software,
              including without limitation, the right to use the Software in
              source code form and to modify and create derivative works of the
              Software, for the sole purpose of continuing the benefits afforded
              to Licensees under this Agreement or to support and provide
              maintenance to Licensor's customers and Licensees's fee payment
              obligations pursuant to this Agreement shall end.  Licensees shall
              be obligated to maintain the confidentiality of the released
              Software.

15.    MISCELLANEOUS

       15.1   AMENDMENTS IN WRITING.  This Agreement shall not be amended unless
              in writing signed by each party.  All changes to this Agreement
              shall be made by written


                                    24 of 27
<PAGE>

              amendment and any alterations made on the Agreement document
              itself shall be of no force or effect.

       15.2   NOTICES.  Any notice required under the Agreement shall be given
              in writing and shall be deemed effective upon delivery to the
              party to whom addressed.  All notices shall be sent to the
              applicable address specified in Section 4.5 hereof or to such
              other address as the parties may designate in writing.

       15.3   SEVERABILITY.  If any term or provision of this Agreement is
              determined to be invalid or unenforceable for any reason, it shall
              be reformed rather than voided, if possible, to achieve the intent
              of the parties to the fullest extent possible.  In any event, all
              other terms and provisions shall be deemed valid and enforceable
              to the maximum extent possible.

       15.4   ASSIGNMENTS.  It is understood that this Agreement is personal to
              the parties, and accordingly neither this Agreement nor any duty,
              obligation, right or interest herein may be assigned or
              transferred without the prior express written consent of the other
              party, which consent shall not be unreasonably withheld, provided
              however that no such consent shall be required for assignment to a
              successor to a majority ownership of the assigning party's
              business or assets.  It shall be reasonable for either party to
              object to the assignment of any duty, obligation, right or
              interest herein to a direct competitor of such party, as
              reasonably determined by such party.  Any assignment in violation
              of this section shall be void and without effect.

       15.5   ARBITRATION.

              15.5.1   Any dispute or claim arising out of or in connection
                       with this Agreement shall be settled by binding
                       arbitration in Travis County, Texas, or as mutually
                       agreed by the parties, under the Commercial Arbitration
                       Rules of the American Arbitration Association ( the
                       "AAA") by three (3) arbitrators appointed in accordance
                       with such rules.  Each party shall select an arbitrator
                       according to such AAA rules, provided that each party
                       shall selects one of the arbitrators and the two chosen
                       arbitrators select the third arbitrator.  Judgment on
                       the award rendered by the arbitrators may be entered in
                       any court having jurisdiction thereof.  The parties
                       agree to adopt reasonable procedures, including limited
                       discovery and use of an expedited scheduling order, to
                       expedite the resolution of any dispute as may be
                       implemented by the arbitrators.

              15.5.2   Notwithstanding the arbitration provisions of this
                       section, either party may obtain an injunction,
                       provisional, or ancillary remedies from a court of
                       competent jurisdiction before, after, or during the
                       pendency of arbitration.  The exercise of a remedy shall
                       not waive any rights of either party to resort to
                       arbitration.


                                    25 of 27
<PAGE>

       15.6   GOVERNING LAW AND VENUE.  THE AGREEMENT AND ANY RELATED ACTION
              SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF
              TEXAS EXCEPT FOR THE CONFLICT OF LAWS PROVISIONS THEREOF.  SUBJECT
              TO SECTION 14.5, VENUE FOR ANY ACTION ARISING UNDER THIS AGREEMENT
              SHALL BE IN SOLELY IN STATE OR FEDERAL COURTS LOCATED IN AUSTIN,
              TEXAS.

       15.7   NO WAIVER.  The failure of a party to enforce any provision of
              this Agreement or any Schedule hereto shall not constitute a
              waiver of such provision, remedy, or the right of such party to
              enforce such provision or any other provision.

       15.8   RELATIONSHIP OF PARTIES.  The parties are independent contractors
              and nothing in the Agreement shall be deemed to make a party an
              agent, employee, partner or joint venturer of the other.  Neither
              party shall have authority to bind, commit, or otherwise obligate
              the other party in any manner whatsoever.

       15.9   ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
              between the parties with respect to the subject matter hereof and
              supersedes all proposals and prior discussions and writings
              between the parties with respect thereto.

       15.10  RIGHT TO ENGAGE THIRD PARTIES.  Licensor shall have the right to
              use third parties in performance of its obligations and Services
              hereunder and, for purposes of the Agreement, all references to
              Licensor or its employees shall be deemed to include such third
              parties.

       15.11  COUNTERPARTS.  This Agreement may be signed in one or more
              counterparts, each of which is an original for all purposes but
              all of which taken together constitute only a single instrument.

       15.12  COMPLIANCE WITH LAW.  Licensees hereby certifies that it shall not
              directly or indirectly export, re-export, transship, or transmit
              the Storefront Software, or any portion thereof, or related
              information, media, or products in violation of United States laws
              and regulations.  In addition, Licensees agrees to comply with all
              applicable laws, regulations, and ordinances relating to its
              performance under this Agreement.

       15.13  NO ADDITIONAL, INCONSISTENT TERMS.  The terms and conditions of
              any purchase order or other document issued by Licensees in
              connection with this Agreement which are in addition to or
              inconsistent with the terms and conditions of this Agreement shall
              not be binding on Licensor.

       15.14  RESERVATION OF RIGHTS.  Each party reserves all rights not
              specifically granted herein.

       15.15  HEADINGS.  Headings and subheadings are for reference purposes
              only, have no substantive effect, and shall not enter into the
              interpretation hereof.


                                    26 of 27
<PAGE>

       15.16  INTEGRATION.  This Agreement incorporates this Software License
              and Services Agreement and Schedules that reference this Agreement
              and are mutually agreed upon in writing by authorized
              representatives of the parties.

       15.17  EFFECT OF CONFLICTING TERMS.  In the event of a conflict between
              the terms and conditions of the Software License and Services
              Agreement and any Schedule thereto, the terms and conditions of
              the Software License and Services Agreement shall prevail.

By signing below, each party acknowledges that it has read, understands, and
agrees to the terms of this Agreement

collegestudent.com, Inc.:

By: September 17, 1999
   ------------------------------
     Signature Date

/s/ Illegible
---------------------------------
Name

/s/ CEO
---------------------------------
Title


National Association of College Stores

By: September 15, 1999
   ------------------------------
     Signature Date

/s/ Brian E. Cartier
---------------------------------
Name

/s/ Chief, Staff Officer
---------------------------------
Title

NACS/CourseWeb, L.L.C.

By: September 15, 1999
   ------------------------------
     Signature Date

/s/ Gary F. Swisker
---------------------------------
Name

/s/ Managing Director
---------------------------------
Title


                                    27of 27
<PAGE>

                                   SCHEDULE A
                 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT

                                FEES AND EXPENSES


Al.    LICENSE FEES.  As part of the consideration for the licenses granted
       herein, Licensees have paid Licensor one hundred thousand dollars
       ($100,000).

A2.    LICENSE AND MAINTENANCE FEES.  Licensees shall receive sixty percent
       (60%) and Licensor shall receive forty percent (40%) of the license and
       maintenance fees paid by each Subscribed College Store under College
       Storefront Licensees and Services Agreement or similar agreement.

A3.    ADVERTISING REVENUE.  Advertising revenue received from Advertisements
       shall be divided as follows:

       a)     SALES MADE EXCLUSIVELY BY LICENSEES: Licensees shall receive
              seventy percent (70%) of all advertising revenues generated from
              advertising sales made exclusively by Licensees under section ___,
              and Licensor shall receive thirty percent (30%) of all such
              revenues.

       b)     SALES MADE EXCLUSIVELY BY LICENSOR:  Licensees shall receive forty
              percent (40%) of all advertising revenues generated from
              advertising sales made exclusively by Licensor, and Licensor shall
              receive sixty percent (60%) of all such Revenues.

       c)     JOINT SALES.  For advertising revenues generated via joint
              advertising sales, the party initiating the sale shall receive
              sixty percent (60%) of all such revenues, and the other party
              shall receive forty percent (40%) of all such revenues.  In the
              unlikely event that (1) a sale is jointly initiated or (2) the
              initiator of a sale cannot be readily ascertainable, the parties
              shall each receive fifty percent (50%) of all such revenues.

A4.    TRANSACTION FEES.  Licensor shall receive sixty percent (60%) and
       Licensees shall receive forty percent (40%) of the Transaction Fees after
       payment of fees levied by credit card or processing entities, if any.
       Licensor shall bear the costs associated with processing electronic
       transactions, except for the payment of bank fees which shall be borne by
       the applicable Subscribed College Store.  "Transaction Fees" means all
       fees, except for license and maintenance fees, collected by Licensees or
       Licensor which result from Authorized Use of the Software.


                                       1
<PAGE>

                                   SCHEDULE B
                 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT

                            LIST OF LICENSED SOFTWARE

College Store Storefront Module

Course Materials Management Module

College Store Payment Engine


                                       1
<PAGE>

                                   SCHEDULE C
                 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT

                               LICENSED TRADEMARKS

LICENSOR TRADEMARKS LICENSED TO LICENSEES

       collegestudent.com
       College Store
       Collegstore.com
       Shag Magazine

LICENSEES TRADEMARKS LICENSED TO LICENSOR

       NACS
       National Association of College Stores
       CourseWeb


                                       1
<PAGE>

                                   SCHEDULE D
                 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT

                COLLEGE STOREFRONT LICENSE AND SERVICES AGREEMENT

       This COLLEGE STOREFRONT LICENSE AND SERVICES AGREEMENT ("Agreement) is
made and entered into as of 1999 ("Effective Date"), by and between CourseWeb,
L.L.C. ("We" or "Us" or "Our") and ____________________ ("You" or "Your").  We
own rights in the Storefront Software and related web site technology which will
enable You to provide a unique Web Storefront on the internet as more fully
described below.  You desire to acquire from Us a license under those rights to
use the Storefront Software and obtain related services from Us as more fully
described below.  Therefore, we agree as follows:

1.     DEFINITION

   "Storefront Software" means the object code for internet-based templates and
other programs, and related documentation, that will allow You to create and
operate a unique commerce-enabled internet site for a college store ("Web
Storefront").  The Storefront Software will allow You to create and operate a
Web Storefront where You can (1) post information including information relating
to course schedules, course materials and other store merchandise, (2) post
advertising and other promotional materials on your Web Storefront, and (3)
provide for on-line purchasing ("e-commerce") of course materials and other
merchandise.  The Storefront Software includes any upgrades or modifications
made by or on behalf of Us and Web Storefronts created by You.

2.     LICENSE GRANT

       We grant to You a nonexclusive right to access, display and use the
Storefront Software to create and operate a Web Storefront for your  store,
which will allow users of Your Web Storefront to view information and purchase
products from You.  Your license is limited to these stated uses or as otherwise
set forth in this Agreement and to the terms and conditions of any on-line
documentation of the service provider for the Storefront Software.  In using the
Storefront Software, You are not required to use any particular brand name.

       In order for Us to host, maintain and support Your Web Storefront.  You
grant to Us a nonexclusive right to use, display and archive any information
that You add to Your Web Storefront, including information on course schedules.
course materials and other store merchandise.  You also grant to Us a
nonexclusive license to use and display solely on Your Web Storefront any
trademark, trade name or copyrighted work you add to Your Web Storefront

3.     OWNERSHIP AND RIGHTS

       Except for the license granted above, neither this agreement nor your use
of the Storefront Software will grant You any rights in the software.  The
creator of that software is the exclusive owner of the Storefront Software and
all accompanying intellectual property rights.  On the other hand, information
on schedules, course materials and other store merchandise You add to Your Web
Storefront shall belong to You.

4.     HOSTING SERVICES

       We agree to maintain Your Web Storefront on Our web servers for the term
of this Agreement and to make maintenance and upgrade modifications to Your Web
Storefront from time to time as they become generally available to all
Storefront Software subscribers.  As part of this service.  We will provide to
You a secure method for processing commerce transactions on Your Web Storefront
As part of this service, We will make commercially reasonable efforts to make
Your Web Storefront available to Internet users approximately 24 hours per day,
to back-up Your Web Storefront on a regular basis, and to store these back-up
materials in a safe and secure environment.

5.     TRAINING AND TECHNICAL SUPPORT

       We shall provide to You initial and ongoing training and technical
support to enable You to initiate and operate Your Web Storefront.  This
training includes written instructions regarding the use of the Storefront
Software and access via telephone and e-mail to Our support staff.  In addition,
We will provide assistance in transferring Your information contained in Your
textbook management system to the Web Storefront

6.     ADVERTISING AND PROMOTIONS FOR YOUR WEB STOREFRONT

       We will also provide to You turnkey advertising and promotional materials
that you may choose to use on Your Web Storefront.  You may include Your own
additional advertising and promotional materials on Your Web Storefront, in
addition to those offered by Us.

7.     LINKS BETWEEN YOUR WEB SITE AND COLLEGESTUDENT.COM

       We will provide You an opportunity to reciprocally link to and from Your
web site to the collegestudent.com home page, to assist in directing internet
traffic to Your Web Storefront.

8.     FEES AND PAYMENT

       The payment terms and fees to be paid by You are set forth on the current
CourseWeb Payment and Fee Schedule provided to you.  The fees may not be
increased for at least six (6) months from the Effective Date of this Agreement


                                       1
<PAGE>

Thereafter, We may modify this fee schedule upon 60 days written notice to You.

9.     E-COMMERCE TRANSACTION TRADING

       We shall have the right to track Your e-commerce transactions on Your Web
Storefront in order to determine the per transaction fees due to Us.

10.    CONFIDENTIALITY OF YOUR INFORMATION

       Unless you agree to disclosure, we shall keep confidential all
information You provide about Your store operations and customer information.
We shall use Our best efforts to prohibit any use or disclosure of such
information, except as necessary to perform work under this Agreement.

11.    TERM AND TERMINATION

       You agree to create a Web Storefront using the Storefront Software and
operate that Web Storefront for a minimum of six (6) months.  After the initial
six (6) month period, You may cancel this Agreement upon 30 days written notice
to Us.

       We may cancel this Agreement at any time if. (1) You post content on your
Web Storefront that is lewd, profane, defamatory, libelous or otherwise
objectionable, which is not removed within a reasonable period after You receive
notice of Our objection to the content; (2) We go out of business (3) You are in
default under this agreement and fail to remedy such default within 60 days from
receipt of notice in writing from Us specifying the default; (4) You become
bankrupt or insolvent or Your business is placed into the hands of a receiver,
assignee, or trustee in bankruptcy, whether by voluntary act or otherwise; (5)
by mutual agreement of the parties; or (6) upon 90 days notice.

12.    WARRANTY

       You warrant that You will not use, display or post on Your Web Storefront
any trademark, trade name or copyrighted work without first obtaining the
express, written authority to do so from the appropriate person or entity.

       We warrant that we have no knowledge of any person or entity that has
superior rights in the Storefront Software.

       We make no warranty, either express or implied, that the Storefront
Software, other materials, information or services provided under this Agreement
will be free from defects or interruption.  WE MAKE NO IMPLIED WARRANTY
REGARDING THE MERCHANTABILITY OR THE FITNESS FOR A PARTICULAR PURPOSE OF
STOREFRONT AND ALL OTHER MATERIALS, INFORMATION, OR SERVICES PROVIDED UNDER THIS
AGREEMENT.

       Upon notification of an interruption of service or defects in the
Storefront Software, other materials, information, or services provided under
this Agreement We shall use Our best efforts to verify and address such
interruptions or defects on a timely basis.

13.    LIMITATION OF LIABILITY

       You alone arc responsible for the content on your Web Storefront.
Neither We, nor any other service provider for the Storefront Software, will be
responsible for monitoring the content on your Web Site.  Thus, neither We, nor
any other service provider for the Storefront Software, will be responsible for
the content displayed on your Web Storefront.  In addition, We do not assure or
guarantee that You will achieve any level of success or performance on Your Web
Storefront or that internet access will be provided without interruption.  Thus,
neither We, nor any other service provider for the Storefront Software, will be
liable for any damages or harm arising out of an interruption of access to your
Web Storefront via the Internet.  Neither We, nor any other service provider for
the Storefront Software, will be liable to You for any damages or harm arising
out of this Agreement, including special incidental, or consequential damages,
arising from breach of warranty, breach of contract, negligence, strict
liability on tom or any other legal theory.  Our maximum liability, and that of
any service provider for the Storefront Software, for any damages relating to
any such claim shall be in the amount of the fees paid under this Agreement for
the twelve (12) months prior to the date of Your claim.

14.    MUTUAL INDEMNIFICATION

       We shall mutually exonerate, indemnify, and hold each other harmless from
and against all claims. made against the other based upon, arising out of or in
any way related to the conduct or actions of either of us.  This shall include
all fees (including attorneys' fees), costs, and other expense incurred in the
investigation of or any defense against any such claim.


                                    2 of 27
<PAGE>

15.    ENTIRE AGREEMENT/ASSIGNMENT

       This Agreement represents the entire agreement by and between the parties
concerning the matters described in this Agreement.  The severability,
invalidity, or unenforceability of any provision herein shall not impair the
validity or enforceability of the obligations of any party.  You shall not
assign, sublicense or otherwise transfer any of its rights under this Agreement
or the license granted thereby without Our prior written consent.

16.    LAW

       This Agreement shall be governed by the laws of the State of Ohio.

       The parties have each executed this Agreement effective as of the date
above first written.

COURSEWEB, LLC

BY:
   ----------------------------------
NAME:
     --------------------------------
TITLE:
      -------------------------------

YOU/SUBSCRIBER

BY:
   ----------------------------------
NAME:
     --------------------------------
TITLE:
      -------------------------------


                                    3 of 27
<PAGE>

                                   SCHEDULE E
                 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT

                        LIST OF SUBSCRIBED COLLEGE STORES

<TABLE>
<CAPTION>
 STORE NAME                                              UNIVERSITY

<S>                                                      <C>
 University of St. Francis Bookstore                     University of St. Francis
 Northern Kentucky University Bookstore                  Northern Kentucky University
 Collegiate Bookstores at York College                   City University of New York - York College
 Delaware Technical & Community College Bookstore        Delaware Technical & Community College
 USCA Bookstore                                          University of South Carolina Aiken
 University Bookstore                                    Iowa State University
 Uconn Co-op                                             University of Connecticut
 WCTC Bookstore                                          Waukesha County Technical College
 Grinnell College Bookstore                              Grinnell College
 Charles County Community College Bookstore              Charles County Community College
 Pace University Campus Bookstore                        Pace University
 Hawaii Pacific University Bookstore                     Hawaii Pacific University
 Varney's Bookstore                                      Kansas State University
 Collegiate Bookstores in Lehman College                 City University of New York - Herbert H. Lehman
                                                         College
 Everett Community College Bookstore                     Everett Community College
 Texas Textbooks                                         University of Texas at Austin
 Matthews Logan College of Chiropractic Bkstr            Matthews Logan College of Chiropractic
 Collegiate Bookstores at Bronx Community College        City University of New York - Bronx Community
                                                         College
 Collegiate Bookstores in LaGuardia Community College    City University of New York - LaGuardia
                                                         Community College
 Collegiate Bookstores at SUNY Old Westbury              City University of New York - Old Westbury
 Bismarck State College Bookstore                        Bismarck State College
 Concordia University Bookstore                          Concordia University
 Beck's Bookstore                                        Loyola University of Chicago
 Colby Bookstore                                         Colby College
 Marian College Bookstore                                Marian College
 Lee College Bookstore                                   Lee College
 Nova Books                                              Nova Southeastern University
 R&R Bookstore                                           San Antonio College, Palo Alto College, St.
                                                         Philip's College, Northwest Vista College,
                                                         University of Texas at San Antonio
 Collegiate Bookstores at Mercy College                  Mercy College
 TBC-Palo Alto College Bookstore                         Palo Alto College
 TBC-San Antonio College Bookstore                       San Antonio College
 TBC-St. Phillips College Bookstore                      St. Phillips College


                                       1
<PAGE>

 Collegiate Bookstores at Hostos Community College       City University of New York - Hostos Community
                                                         College
 UOP School of Dentistry Student Store                   School of Dentistry - University of Pacific
 Collegiate Bookstores at Ulster County Community        Ulster County Community College
 College
 Collegiate Bookstores at College of Aeronautics         College of Aeronautics
 Collegiate Bookstores at Yeshiva University             Yeshiva University
 TBC-University of Texas at Tyler Bookstore              University of Texas at Tyler
 Collegiate Bookstores at Monroe College                 Monroe College
 U.N.O. Bookstore                                        University of Nebraska, Omaha
 Princeton University Store                              Princeton University
 Wheelock Books                                          Dartmouth College
 Cornell Campus Bookstore                                Cornell University
 Campus Bookstore                                        University of Southern Maine
 New York University Book Centers                        New York University
 Vision Computer Services                                Georgia State University, University of Georgia
                                                         at Atlanta
 Boomer Book Company                                     University of Oklahoma
 That Texbook Place                                      Western Washington University
 ProTech Books, LLC                                      Johns Hopkins University
 Rocky top Books                                         University of Tennessee at Knoxville
 The Florence O. Wilson Bookstore                        The College of Wooster
 Reed College Bookstore                                  Reed College
 Tech Bookstore                                          South Dakota School of Mines & Technology
 Texas Lutheran University Bookstore                     Texas Lutheran University
 University Store                                        East Stroudsburg University
 The University Store                                    Central Washington University
 La Sierra University Bookstore                          La Sierra University
 Washburn University Bookstore                           Washburn University
 Collegiate Bookstores                                   Cardozzo School of Law, Katherine Gibbs School,
                                                         Gibbs College, New School University, Parsons
                                                         School of Design, Technical Career Institute,
                                                         Berkeley College
 Auraria Book Center                                     University of Colorado at Denver, Metropolitan
                                                         State College of Denver, Community College of
                                                         Denver
 Spartan Bookstore                                       San Jose State University
 WWU Tech Bookstore                                      West Virginia University Institute of
                                                         Technology
 HSU Bookstore                                           Humboldt State University
 Beck's Bookstore                                        City Colleges of Chicago
 Westmont College Bookstore                              Westmont College
 DuBois Book Store                                       Kent State University


                                    2 of 27
<PAGE>

 TBC-Northwest Vista College Bookstore                   Northwest Vista College
 CU Book Store                                           University of Colorado at Boulder
 Roberts Bookstore                                       San Jose State University
 Clark College Bookstore                                 Clark College
 Houston Baptist University Bookstore                    Houston Baptist University
 Christopher Newport University Bookstore                Christopher Newport University
 University Bookstore                                    Texas A&M University-Corpus Christi
 MCTC Bookstore                                          Minneapolis Community and Technical College
 Bookstore - Sonoma State University                     Sonoma State University
 Allegheny College Book Store                            Allegheny College
 NIACC Bookstore                                         North Iowa Area Community College
 Bearkat Books                                           Sam Houston State University
 Lemox Book Co.                                          Pensacola Junior College, University of West
                                                         Florida
 Century Bookstore                                       Century College
 New Mexico Junior College Bookstore                     New Mexico Junior College
 Exeter Bookstore                                        Phillips Exeter Academy
 University Store                                        Central Missouri State University
 College Bookstore                                       Anne Arundel Community College
 Principia College Bookstore                             Principia College
 Clearyinghouse Bookstore                                Cleary College
 The Evergreen State College Bookstore                   The Evergreen State College
 St. Mary's Campus Store                                 St. Mary's College of Maryland
 Northwest State Community College                       Northwest State Community College
 Waldorf College Bookstore                               Waldorf College
 The College Bookshelf                                   Michigan Technological University
 University Bookstore                                    University of Georgia
 Baptist Bible College Bookstore                         Baptist Bible College and Seminary
</TABLE>


                                    3 of 27
<PAGE>

                                   SCHEDULE F
                 TO THE SOFTWARE LICENSE AND SERVICES AGREEMENT


              LIST OF EXISTING LICENSEES ADVERTISING RELATIONSHIPS


                                       1