Exhibit 10.8

                                     PlaNet
                                    SOFTWARE

                           Software License Agreement


This is a Software  License  Agreement  as defined and  governed by the Software
Development  Agreement  executed  by  Wasatch  Interactive  Learning  and PlaNet
Software, Inc. signed and dated Nov. 4, 1997.

This License agreement  ("Agreement") is between Wasatch ("Licensee") and PlaNet
Software,  Inc. ("PlaNet") for a source code copy of the PlaNet Manager software
program and  documentation  developed by PlaNet.  The PlaNet Manager software is
based on and developed using the PlaNet  Component  Objects for Remote Education
("C.O.R.E.").

1.   GRANT OF LICENSE. Subject to the terms of this agreement,  PlaNet grants to
     Licensee  a  perpetual,   world-wide,   nonexclusive  right  (the  "Product
     License") to reproduce and  distribute in object code form only the Product
     software and the C.O.R.E. objects on which it is based. Licensee is further
     granted the  perpetual,  world-wide,  non-exclusrve,  right  ("Source  Code
     License") to produce derivative works of the Product.  The C.O.R.E.  object
     code may be used to produce derivative works of the Product, but may not be
     used for any other purpose.

     PlaNet agrees not to sell any version of the Product or the PlaNet  Manager
     to Wasatch Education Systems or to any subsidiary selling Wasatch Education
     System's software.

2.   DEFENITIONS:

     o    The  Product is defined  as the unique  version of the PlaNet  Manager
          being developed by PlaNet under contract for the Licensee.

     o    Object  Code is  defined  as the  compiled,  intermediate,  or  binary
          program  modules used to produce final  software  applications.  These
          files cannot be used to modify the code.

     o    Derivative  Works is defined as software  produced  from  pre-existing
          code (as  opposed  to  purely  new  development)  for the  purpose  of
          enhancing original product.  Derivative works add substantially to the
          value of the original product.

     o    Source Code is defined as the  original  code  written by the software
          developer in its native and uncompiled form.

3.   REDISTRIBUTION  REQUIREMENTS.  If Licensee  distributes  the PlaNet Manager
     software (or any part thereof), Licensee agrees to:

     o    Distribute the software in object code only

     o    Include  a  valid  and  visible  copyright  notice  on  such  software
          application


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     o    Indemnify,  hold  harmless,  and  defend  PlaNet  from any  claims  or
          lawsuits,  including attorneys fees, that arise or result from the use
          or distribution of such software application

     o    Not to incorporate the C.O.R.E.  or any component  thereof in any user
          application  which is a design tool, GUI builder,  network  management
          tool,  or  other  application  which  provides  substantially  similar
          functionality  as  C.O.R.E.  Any  distribution  of the source code for
          PlaNet Manger or C.O.R.E. is strictly prohibited.

4.   COPYRIGHT. Notwithstanding anything else, PlaNet retains all title to, and,
     except as expressly and  unambiguously  licensed herein,  all rights to the
     PlaNet Manager and C.O.R.E.

5.   TERMINATION OF LICENSE. The License remains effective unless terminated due
     to a material breach by Licensee as determined by a court or by mediator as
     provided for in section 9 of this  agreement.  Upon  termination,  Licensee
     shall immediately  cease all use of the Product and C.O.R.E.  and return or
     destroy all copies of the software and  derivative  works and so certify to
     PlaNet.

6.   WARRANTY DISCLAIMER. Licensee understands and acknowledges that the Product
     and C.O.R.E. are based on the java programming  language.  And as such this
     software is not intended for use in connection with any high risk or strict
     liability activity (including without limitation, air travel, space travel,
     fire  fighting,   police  operations,   power  plane  operation,   military
     operations, rescue operations, hospital and medical operations or the like)
     and Licensee  agrees not to use or allow the use of Product and/or C.O.R.E.
     for or in connection with any such activity.

     o    The Product,  C.O.R.E.,  and any services provided by PlaNet hereunder
          are provided "as-is" without implied warranties  including the implied
          warranties of fitness for a particular purpose,  noninfringement,  and
          merchantability,  with  regard to all work,  deliverables,  materials,
          products, and/or services provided under this agreement.

     o    Further,   PlaNet   does   not   warrant,   guarantee,   or  make  any
          representations  regarding  the use,  or the  results  of the use,  of
          Product  or  C.O.R.E or  written  materials  in terms of  correctness,
          accuracy, reliability, or otherwise.

7.   TRANSFERABILITY/ASSIGNABILITY.   The  Product   License  is  assignable  by
     Licensee with the following  restriction.  In the event that the License is
     transferred or assigned,  the C.O.R.E.  may only be used to maintain and/or
     enhance  Product,  the C.O.R.E may not be used for any other  purpose or to
     develop any Derivative Works.  PlaNet may transfer or assign this Agreement
     in whole or in part at any time. In the event PlaNet  becomes  unwilling or
     unable to maintain the Product in the future, Licensee shall have access to
     the source code held in escrow  solely for the purpose of  maintaining  the
     Product.

8.   SEVERABILITY.  If any  provision  of  this  Agreement  shall  be held to be
     invalid or  unenforceable  for any reason,  the remaining  provisions shall
     continue to be valid and  enforceable.  If a court finds that any provision
     of this  Agreement is invalid or  unenforceable,  but that by limiting such
     provision it would become valid and enforceable,  then such provision shall
     be deemed to be written, construed, and enforced as so limited.


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9.   WAIVER OF  CONTRACTUAL  RIGHT.  The failure of either  party to enforce any
     provision  of  this  Agreement  shall  not  be  construed  as a  waiver  or
     limitation of that party's right to subsequently  enforce and compel strict
     compliance with every provision of this Agreement.

10.  MEDIATION AND DISPUTE RESOLUTlON.

     o    All claims, disputes and other matters in question, arising out of, or
          relating to this  agreement or the breach of this  agreement  shall be
          submitted to non-binding mediation prior to any fling of any action in
          court or to binding arbitration.

     o    Notice  of the  demand  for  non-binding  mediation  shall be filed in
          writing  with the other party to this  agreement.  The demand shall be
          made  within a  reasonable  time  after the claim,  dispute,  or other
          matter in  question  has  arisen.  In no event  shall the  demand  for
          non-binding  mediation be made after institution of legal or equitable
          proceedings based on such claim,  dispute, or other matter in question
          would be barred by the applicable statue of limitations.

     o    The award rendered by the mediators shall be non-binding. If a dispute
          remains after the conclusion of the  mediation,  either party shall be
          permitted to file an action in Court,  and following the conclusion of
          any such mediation, either party shall be allowed to file an action in
          Court.

11.  LIMITATIONS  OF  REMEDIES  AND  DAMAGES.  Notwithstanding  anything in this
     agreement  or  otherwise,  PlaNet  shall not be liable  or  obligated  with
     respect  to any  subject  matter  of  this  agreement  or  under  contract,
     negligence, strict liability, or any other legal or equitable theory:

     o    for any amounts in excess in the  aggregate  of one half the fees paid
          to PlaNet by Licensee  for this copy of Product  prior to the cause of
          action,

     o    for any claim with respect to any end user application

     o    for any cost of procurement of substitute goods, technology,  services
          or rights

     o    for interruption of use or loss or corruption of data

     o    for any incidental or consequential damages

     o    for any action or omission by any third party

12.  APPLICABLE  LAW. This Agreement  shall be governed by the laws of the State
     of Utah. The parties agree to submit to the venue and  jurisdiction  of the
     Utah courts  located in Salt Lake City,  Utah in disputes  concerning  this
     agreement except as provided for in section 9 above.


By:  /s/  Barbara Morris
     ------------------------------
     Barbara Morris
     President and CEO Wasatch Interactive Learning


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By:  /s/  Steven Curtis
     ------------------------------
     Steven Curtis
     President PlaNet Software, Inc


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