ASSET PURCHASE AGREEMENT


    
      

    

    Exhibit
      10.1

    

      


      


      


      ASSET
        PURCHASE AGREEMENT

      


      


      This
        Asset Purchase Agreement (the “Agreement”) is made this the 15th
        day of
        February, 2007 as a revision to Membership Purchase Agreement entered into
        the
        27th
        day of
        September, 2006, by and between Secured Financial Network, Inc., a Nevada
        Corporation (Buyer) and Virtual Payment Solutions, LLC, a Nevada Limited
        Liability Corporation (Seller).

      


      Whereas,
        Seller desires to sell and buyer desires to purchase certain assets for the
        consideration as set forth, the parties to this Agreement hereby agree as
        follows:

      


      
        	 	
                1.

              	
                Assets
                  to be purchased from Seller are the
                  following:

              


      

      
        	 	
                a.

              	
                Name
                  only “Virtual
                  Payment Solutions”

              


      

      
        	 	
                b.

              	
                Domain
                  names: Virtual
                  Payment Solutions.com and
                  .net

              


      

      
        	 	
                c.

              	
                Envoii
                  Deployment License Agreement as attached in Exhibit
                  I

              


      

      


      
        	 	
                2.

              	
                Purchase
                  Price

              


      

      


      Upon
        the
        terms and conditions set forth in this Agreement and upon the representations
        and warranties of the Sellers right to sell assets listed above, the purchase
        price for said assets will be $385,000.

       

      
        	 	
                3.

              	
                Payment
                  of Purchase Price

              


      

      


      It
        is
        agreed that the payment for purchase of assets listed have been paid in full
        via
        wire transfer of funds to Seller October 31, 2006. It is agreed that payment
        shall also include a $15,000 first year maintenance fee as outlined in Exhibit
        “B” of Envoii License Agreement.

      


      This
        Agreement, together with the Exhibits attached hereby constitutes the final
        written expression of all of the Agreements between the parties and is the
        complete and exclusive statement of the terms. This Agreement supercedes
        any
        prior Agreements and understandings between the parties and is the exclusive
        statement of those terms.

      


      
        	 	
                4.

              	
                Governing
                  Law under this Agreement shall be the State of Nevada and will
                  be governed
                  by and construed in accordance with Nevada
                  law.

              


      

      


      In
        witness whereof, the parties have executed this Agreement and caused the
        same to
        be delivered on their behalf on the day and year first above
        written.

      


       

      


      


      SELLER:

      


      Virtual
        Payment Solutions, LLC


      


      By:
        Scott Haire

      Scott
        Haire, Managing Director

      


      BUYER:

      


      Secured
        Financial Network, Inc

      


      


      By:
        Jeffrey Schultz

      Jeffrey
        Schultz,
        Pres./CEO

      


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        I

       

      ENVOII
        DEPLOYMENT LICENSE AGREEMENT

      


      This
        Agreement is entered into as of November 1, 2006 (the “Effective Date”) between
        Envoii Technologies LLC (“Envoii”), a Nevada limited liability company, and
        Virtual Payments Solutions, LLC, (“Licensee”), a Nevada limited liability
        company. 

      


      


      
        	1.	
                DEFINITIONS.

              


      

      


      As
        used
        herein:

      


      
        	 	
                1.1

              	
                 “Customer”
                  means a business entity which uses Licensee’s Payment
                  Solution.

              


      

      


      
        	 	
                1.2

              	
                “Deploy”
                  means provide access to the functionality of a Solution on the
                  Envoii
                  Engine.

              


      

      


      
        	 	
                1.3

              	
                “Envoii
                  Engine”
                  means Envoii's proprietary client-side computer software program,
                  which
                  may support tracking, and associated runtime files required to
                  enable and
                  playback Solutions.

              


      

      


      
        	 	
                1.4

              	
                “Solution”
                  means a client-side content object, component or application that
                  incorporates and complies with the Solution File
                  Format.

              


      

      


      
        	 	
                1.5

              	
                “Solution
                  File Format”
                  means Envoii's proprietary file format, specifications, and core
                  technology that are incorporated into and used by a Solution to
                  enable
                  playback on Envoii Engines, as more fully described in Exhibit
                  A.

              


      

      


      
        	 	
                1.6

              	
                “Users”
                  means association of a specific Solution with a unique Envoii Engine
                  ID.

              


      

      


      
        	 	
                1.7

              	
                “CardVoii
                  Patent”
                  means International Patent Application number PCT/US01/28150 filed
                  9/06/01
                  entitled Method and Paratus for a Portable Information Account
                  Access
                  Agent, as detailed in Exhibit
                  D.
                  

              


      

      


      
        	 	
                1.8

              	
                “CardVoii
                  Solutions” are
                  Envoii Solutions based on the CardVoii
                  Patent.

              


      

      


      
        	 	
                1.9

              	
                “Payment
                  Solution”
                  means Licensee’s business of providing a hosted online payment solutions
                  exclusively that enables transactions between businesses and consumers,
                  employing CardVoii Solution(s) using any of Licensee’s backend
                  platform

              


      

      


      
        	 	
                1.10

              	
                “Bridge
                  Demo Solution” means the Envoii demo system using the Bridge E
                  wallet and is downloadable from the Envoii Site and Server. Licensee
                  may
                  with after submits it backend solution to change the name from
                  Bridge to
                  its current E wallet product.

              


      

      


      
        	 	
                1.11

              	
                “Operating
                  System” means the Bridge E wallet Demo system is operational
                  and
                  the Envoii Engine can be downloaded to Windows Users from the Envoii
                  Web
                  Site.

              


      

      


      


      


      


       

      


      


      


      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

      


      
        	2.	
                GRANT
                  OF LICENSE. 

              


      

      


      
        	 	
                2.1

              	
                Exclusive
                  License Grant.
                  Envoii hereby grants to Licensee an exclusive and nontransferable
                  right to
                  (a) Deploy CardVoii Solutions that Licensee will Develop for its
                  Payment
                  Solution Business; and (b) make available to users of its Payment
                  Solution
                  Business, the Envoii Engine in English language version through:
                  (i)
                  downloading from Envoii’s website; (ii) distributing in a form of a medium
                  such as CD-ROM appended to any magazines; (iii) installation of
                  the Envoii
                  Engine in the appliances manufactured by Licensee's affiliated
                  companies.
                  Envoii
                  hereby reserves all rights to the CardVoii Patent, and any copyrights,
                  patents, or trademarks embodied therein, except for the rights
                  expressly
                  granted herein.

              


      

      


      
        	 	
                2.2

              	
                Quality
                  Assurance.
                  Envoii may in its discretion test each Solution, whether before
                  or after
                  Deployment, for compliance with this Agreement. Licensee shall
                  deliver to
                  Envoii all code and other materials essential for such tests, at
                  Envoii's
                  request. In the event that Solutions are found not to be in compliance
                  herewith, Licensee shall have 30 days to correct such Solutions.
                  In
                  case there are defects with the Envoii Engine or the Solution File
                  Format,
                  Envoii shall make every reasonable effort to repair such
                  defects.

              


      

      


      
        	 	
                2.3

              	 	
                Restrictions.
                  Licensee
                  shall not modify, translate, reverse compile or disassemble the
                  Solution
                  File Format. Licensee acknowledges that no copy of the source code
                  of the
                  Solution File Format will be provided to Licensee and Licensee
                  has no
                  right to develop, possess, or use the source
                  code.

              


      

      


      
        	
                3.

              	
                ENVOII
                  ENGINE. Envoii
                  will make available to Licensee the Envoii Engine (in English language
                  version). Licensee shall notify its internal users of such availability
                  and shall ensure that each Customer is responsible for notifying
                  its users
                  of the availability of the Envoii Engine. Unless otherwise set
                  forth in
                  2.1, Licensee shall not distribute, sell, lease, license or sublicense
                  the
                  Envoii Engine or any language extensions, or modify the Envoii
                  Engine in
                  any way. 

              


      

      


      
        	
                4.

              	
                SERVICES.
                  Envoii shall provide to Licensee the maintenance and support services
                  set
                  forth in Exhibit
                  B,
                  on the terms and conditions therein.


              


      

      


      
        	
                5.

              	
                FEES.

              


      

      


      
        	 	
                5.1

              	
                CardVoii
                  Exclusivity Fees.
                  The Exclusivity Fee shall be $385,000, to be paid in full by November
                  1,
                  2006. 

              


      

      


      
        	 	
                5.2

              	
                CardVoii
                  Royalties.
                  During the initial two year term of this contract and thereafter
                  so long
                  as the contract is renewed Licensee shall pay to Envoii Royalties
                  for
                  CardVoii Solutions based on transactions from the Payment Solution
                  (or
                  fees which Customers pay Licensee for the Payment Solution). The
                  Royalties
                  shall be $0.20 per transaction or 20% of the gross transaction
                  excluding
                  micropayment transations Licensee shall guarantee minimum Royalties
                  of
                  $50,000 for year two starting November 1, 2007 , $100,000 for year
                  three,
                  and $250,000 per year four thereafter to keep exclusive contract
                  for
                  payments.

              


      

      


      
        	 	
                5.3

              	
                Third
                  Party Deployment of Solutions.
                  Should a Third Party enter a negotiation with Envoii to deploy
                  a Payment
                  Solution, Licensee must approve of such transaction. Envoii shall
                  pay
                  Licensee 20% of CardVoii patent licensing revenues from any such
                  transaction as long as Licensee is still the exclusive licensee
                  the
                  developed payment Solution. 

              


      

      


      
        	 	
                5.4

              	
                Payment
                  of Fees. Licensee
                  shall pay Envoii all licensing, development, royalty, maintenance
                  and
                  other fees in the US Dollars by wire transfer to the bank account
                  designated in writing by Envoii.

              


      

      


      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

      


      
        	
              	5.5	
                Taxes.
                  All charges and fees provided for in this Agreement are exclusive
                  of any
                  taxes, duties, or similar charges imposed by any government. Licensee
                  shall pay or reimburse Envoii for all federal, state, dominion,
                  provincial, or local sales, use, personal property, excise or other
                  taxes,
                  fees, or duties arising out of this Agreement or the transactions
                  contemplated by this Agreement (other than taxes on the net income
                  of
                  Envoii). Notwithstanding anything to the contrary set forth herein,
                  in the
                  event any withholding taxes or other similar taxes are required
                  to be paid
                  by Licensee on any amounts to be paid under this Agreement, Licensee
                  shall
                  deduct such withholding or similar taxes from the amounts agreed
                  in this
                  Agreement and pay Envoii the amount less the deducted tax. Licensee
                  shall
                  effect the payment of such tax to the appropriate tax authorities
                  of the
                  government and promptly send to Envoii an official tax certificate
                  or
                  other evidence issued by such authorities.


              


      

      


      
        	
                6.

              	
                MARKETING
                  AND PUBLICITY

              


      

      


      
        	 	
                6.1

              	
                Joint
                  Marketing.
                  As soon as practicable after the Effective Date, upon Envoii's
                  reasonable
                  request, Licensee shall use commercially reasonable efforts to
                  prepare for
                  and participate in public events specified by Envoii to announce
                  the
                  relationship between Envoii and Licensee established hereby and
                  to promote
                  public acceptance and use of the Envoii platform. Such public events
                  may
                  include without limitation trade shows, press and analyst meetings,
                  executive briefings, technology discussion panels, and interviews
                  with the
                  media.

              


      

      


      
        	 	
                6.2

              	
                Publicity.
                  Envoii may use Licensee's name in press releases, product brochures
                  and
                  financial reports indicating that Licensee is a customer of Envoii,
                  provided that Envoii gives Licensee prior reasonable notice of
                  its use. If
                  Envoii wishes to use a Customer's name in publicity and marketing
                  materials as a customer of the Envoii engine, Envoii shall give
                  Licensee a
                  prior reasonable notice of its use.

              


      

      


      
        	
                7.

              	
                REPORTS
                  AND AUDITS.

              


      

      


      
        	 	
                7.1

              	
                Reports.
                  Licensee shall maintain complete and accurate records and shall
                  report to
                  Envoii at the end of each calendar quarter identifying all Solutions
                  offered,
                  used internally, and delivered, the names and addresses for each
                  Customer,
                  the actual usage and transaction volume and value, and such other
                  information regarding its performance hereunder as Envoii may reasonably
                  request. 

              


      

      


      
        	 	
                7.2
                  

              	
                Audits.
                  Envoii
                  reserves the right to inspect and test Solutions Deployed by Licensee.
                  In
                  all cases, Envoii shall provide 14 days' written notice of such
                  inspections and tests. Each party shall bear its own costs in such
                  audits,
                  unless they uncover a 5% or greater underreporting of usage by
                  Licensee in
                  any quarter, in which case Licensee shall pay or reimburse Envoii's
                  reasonable cost therefore.

              


      

      


      


      
        	8.	
                TRADEMARK
                  LICENSE.

              


      

      


      
        	 	
                8.1

              	
                License
                  Grant.
                  Envoii hereby grants to Licensee a worldwide, limited, nonexclusive,
                  nontransferable, royalty-free, revocable right to use Envoii trademarks,
                  designated by Envoii in Exhibit
                  D (the
                  “Marks”) solely for the promotion, marketing, and sale of Solutions, in
                  accordance with Envoii's Branding Requirements set forth in Exhibit
                  D,
                  as the same may be revised by mutual Agreement by the
                  parties.

              


      

      


      
        	 	
                8.2

              	
                Quality.
                  Licensee shall ensure that all Solutions satisfy the performance
                  and other
                  specifications set
                  forth in Exhibit
                  D.
                  Envoii may inspect such Solutions which use the Marks on the website,
                  to
                  ensure that such usage complies herewith. Each party shall bear
                  its own
                  costs in such inspections, unless they uncover material breaches
                  hereof by
                  Licensee, in which case Licensee shall pay or reimburse Envoii's
                  reasonable cost therefore.

              


      

      


      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

      


      


      
        	 	
                8.3 

              	
                Ownership
                  of Marks.
                  Envoii is the sole owner of the Marks and all goodwill associated
                  therewith. Licensee's use of the Marks inures solely to the benefit
                  of
                  Envoii. Licensee shall take no action inconsistent with Envoii's
                  rights in
                  the Marks. If at any time Licensee acquires any rights in, or
                  registrations or applications for, the Marks by operation of law
                  or
                  otherwise, it will immediately upon request by Envoii and at no
                  expense to
                  Envoii assign such rights, registrations, or applications to Envoii,
                  along
                  with any and all associated goodwill. Envoii may control any litigation
                  concerning the Marks.

              


      

      


      
        	9.	
                ESCROW.

              


      

      


      
        	
              	9.1	
                Source
                  Code Package Definition.
                  The term “Source Code Package” for the Solution File Format, Software,
                  Documentation or Envoii Engine
                  means:

              


      

      


      
        	
              	(a)	
                A
                  fully commented and documented copy of the source code for the
                  Solution
                  File Format, Software, Documentation or Envoii Engine as applicable;
                  and

              


      

      


      
        	
              	(b)	
                A
                  complete copy of all explanations, flow charts, algorithms and
                  subroutine
                  descriptions, memory and overlay maps and any other documentation
                  of the
                  source code described above. 

              


      

      


      
        	
              	9.2	
                Delivery
                  of Source Code Package.
                  ,
                  Envoii shall deliver the Source Code Package to its escrow
                  agent.

              


      

      


      
        	
              	9.3	
                Delivery
                  of New Source Code into Escrow.
                  When and if, from time to time Envoii provides Licensee with any
                  modifications, improvements, or any release, revision or upgrade
                  version
                  of the Solution Format File, Software, Documentation or the Envoii
                  Engine
                  (collectively, “New Source Code”), Envoii shall within 10 business days
                  thereafter deposit with the Escrow Agent a Source Code Package
                  for such
                  New Source Code and give Licensee notice of such
                  delivery.

              


      

      


      
        	
              	9.4	
                Escrow
                  Agent and Fees. It
                  is anticipated that Jackson Walker, LLP, a Dallas-based law firm,
                  shall
                  serve as Escrow Agent at Licensee’s expense.


              


      

      


      
        	
              	9.5	
                Release
                  Events for Source Code Escrow Package.
                  The Source Code Escrow Package(s) may be released from the Escrow
                  Agent to
                  Licensee only if Envoii ceases doing business by virtue of its
                  becoming
                  insolvent, party to any bankruptcy under Chapter 7 of the Bankruptcy
                  Code,
                  or party to receivership proceedings that are not dismissed within
                  ninety
                  (90) days of the filing thereof (“Escrow Release
                  Events”).

              


      

      


      
        
          
            	
                  	9.6	
                    Release
                      Event Procedures.
                      If
                      Licensee desires to obtain any Source Code Escrow Package from
                      the Escrow
                      Agent upon the occurrence of one or more of the Escrow Release
                      Events,
                      then Licensee shall comply with the procedures set forth in
                      the Escrow
                      Agreement to document the occurrence of the one or more of
                      the Escrow
                      Release Events. 

                  


          
 

      

      


      
        	10.	
                WARRANTY
                  AND LIMITATION OF
                  LIABILITY.

              


      

      


      
        	
              	10.1	
                Limited
                  Warranty.
                  Envoii warrants that the Solution File Format will perform in substantial
                  accordance with Envoii's published documentation when used in according
                  with this Agreement for a period of one hundred and twenty (120)
                  days. If
                  during this time the Solution File Format does not perform as warranted,
                  Envoii shall make every reasonable effort to correct or replace
                  the
                  Solution File Format. The
                  foregoing remedies are Licensee's sole and exclusive remedies,
                  and
                  Envoii's sole and exclusive duties, for ANY breach of THIS
                  warranty.

              


      

      


      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

      


      
        	
              	10.2	
                Warranty
                  Disclaimer.
                  Except
                  as set forth above, Envoii hereby disclaims all warranties, whether
                  express, implied, or statutory regarding or relating to the Solution
                  File
                  Format, or any materials or services furnished or provided to Licensee
                  under this Agreement, INCLUDING WITHOUT LIMITATION THE IMPLIED
                  WARRANTIES
                  OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
                  WITH RESPECT TO THE SOLUTION FILE FORMAT AND SAID OTHER MATERIALS
                  AND
                  SERVICES, AND WITH RESPECT TO LICENSEE'S USE OF ANY OF THE
                  FOREGOING.

              


      

      


      
        	
              	10.3	
                Limitation
                  of Liability.
                  IN
                  NO EVENT WILL ENVOII BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF
                  USE,
                  BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT,
                  SPECIAL,
                  INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH
                  OR
                  ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SOLUTION
                  FILE
                  FORMAT OR SERVICES PERFORMED HEREUNDER, EVEN IF ENVOII HAS BEEN
                  ADVISED OF
                  THE POSSIBILITY OF SUCH DAMAGES. ENVOII'S LIABILITY UNDER THIS
                  AGREEMENT
                  FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEE PAID
                  BY
                  LICENSEE TO ENVOII UNDER THIS
                  AGREEMENT.

              


      

      


      
        	11.	
                INDEMNIFICATION
                  FOR INFRINGEMENT.

              


      

      


      
        	 	
                11.1 

              	
                Indemnity.
                  Envoii shall, at its expense, defend or settle any claim, action
                  or
                  allegation brought against Licensee that the Solution File Format
                  infringes any copyright or trade secret of any third party and
                  shall pay
                  any final judgments awarded or settlements entered into, provided
                  that
                  Licensee gives prompt written notice to Envoii of any such claim,
                  action
                  or allegation of infringement and gives Envoii the authority to
                  and
                  exclusive right to defend any such claim, action or allegation
                  and make
                  settlements thereof at its own discretion, and Licensee may not
                  settle or
                  compromise such claim, action or allegation, except with prior
                  written
                  consent of Envoii. Licensee shall give such assistance and information
                  as
                  Envoii may reasonably require to settle or oppose such
                  claims.

              


      

      


      
        	 	
                11.2

              	
                Options. 
                  In
                  the event any such infringement, claim, action or allegation is
                  brought or
                  threatened, Envoii may, at its sole option and expense: (a) procure
                  for
                  Licensee the right to continue use of the Solution File Format
                  including
                  allegedly infringing part thereof; (b) modify or amend the Solution
                  File
                  Format or infringing part thereof, or replace Solution File Format
                  or
                  infringing part thereof with other technology having substantially
                  the
                  same or better capabilities; or (c) if (a) and (b) are commercially
                  unfeasible, Envoii may terminate this Agreement and refund to Licensee
                  any
                  fees and royalties paid by Licensee hereunder.


              


      

      


      
        	 	
                11.3

              	
                Exclusions.
                  The foregoing obligations will not apply to the extent the infringement
                  arises as a result of modifications to the Solution File Format
                  made by
                  any party other than Envoii or Envoii's authorized representative,
                  or uses
                  not permitted hereunder.

              


      

      


      
        	 	
                11.4

              	
                Limitation.
                  This Section states the entire liability of Envoii with respect
                  to
                  infringement of any patent, copyright, trade secret or other proprietary
                  right.

              


      

      


      
        	 	
                11.5

              	
                Licensee's
                  Duty. Licensee
                  shall defend, indemnify and hold Envoii harmless against all claims
                  arising from Licensee's marketing, delivery, or Deployment of Solutions
                  or
                  related services, using the Envoii
                  Technology..

              


      

      


      


       

      


      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

       

      
        	12.	
                PROPRIETARY
                  RIGHTS. 

              


      

      


      
        	
              	12.1.1	
                Ownership.
                  Licensee acknowledges that Envoii owns all intellectual property
                  rights,
                  including without limitation copyrights, patents, trademarks and
                  trade
                  secrets, in the Solution File Format, as well as any improvements
                  to and
                  derivations of said Solution File Format, whether created by Envoii
                  or
                  Licensee. Licensee hereby assigns to Envoii all improvements to
                  and
                  derivations of the Solution File Format created by License, whether
                  or not
                  authorized. 

              


      

      


      
        	 	
                12.1.2

              	
                Restrictions.
                  Licensee
                  shall not modify, translate, reverse compile or disassemble the
                  Solution
                  File Format. Licensee acknowledges that no copy of the source code
                  of the
                  Solution File Format will be provided to Licensee and Licensee
                  has no
                  right to develop, possess, or use the source code except as may
                  otherwise
                  be provided herein. 

              


      

      


      


      
        	13.	
                CONFIDENTIALITY.
                  

              


      

      


      
        	
              	13.1	
                Confidential
                  Information.
                  By virtue of this Agreement, the parties may have access to information
                  that is confidential to one another (“Confidential
                  Information”).
                  A party's Confidential Information will include only such information
                  as
                  is clearly identified as confidential, and, in the case of providing
                  the
                  information in intangible form initially, the party providing the
                  information shall promptly reduce the information to tangible form
                  and
                  provide it to the other party. A party's Confidential Information
                  will not
                  include information that: (i) is or becomes generally known to the
                  public through no act or omission of the other party; (ii) was in the
                  other party's lawful possession prior to the disclosure; (iii) is
                  lawfully disclosed to the other party by a third-party without
                  restriction
                  on disclosure; or (iv) is independently developed by the other party
                  without use of or reference to the other party's Confidential Information.
                  

              


      

      


      
        	
              	13.2	
                Restrictions.
                  The parties will hold each other's Confidential Information in
                  confidence,
                  and will not make each other's Confidential Information available
                  in any
                  form to any third-party for any purpose except to the extent necessary
                  to
                  exercise its rights under this Agreement. Each party will limit
                  the
                  disclosure of Confidential Information to those of its employees
                  and
                  agents who have a need to know such Confidential Information and
                  who have
                  been made aware of the party's obligations under this Section,
                  and each
                  party will take all reasonable steps to ensure that Confidential
                  Information is not disclosed or distributed by its employees or
                  agents in
                  violation of the terms of this Agreement. Each party will use the
                  other
                  party's Confidential Information only for its own internal business
                  purposes.

              


      

      


      
        	
              	13.3	
                Return
                  of Materials. Upon
                  the termination of this Agreement, each party shall deliver to
                  the other
                  party all of such other party's Confidential Information that such
                  party
                  may have in its possession or
                  control.

              


      

      


      
        	14.	
                TERM
                  AND TERMINATION.

              


      

      


      
        	
              	14.1	
                Term.
                  This Agreement will continue for a term of 24 months from the Effective
                  Date, unless sooner terminated in accordance herewith. This Agreement
                  shall be automatically renewed for additional 12 months unless
                  either
                  party gives the other written notice of terminating this agreement
                  for any
                  reason within one month before the end of this Agreement.
                  

              


      

      


      
        	
              	14.2	
                Termination
                  by the parties.
                  The parties may, by written notice to the other party, terminate
                  this
                  Agreement if: (a) either party commits a material breach hereunder
                  which
                  by its nature is incurable; (b) either party is in material breach
                  of any
                  other term, condition or provision of this Agreement, which breach,
                  if
                  capable of being cured, is not cured within 30 days after giving such
                  party written notice of such breach; or (c) the parties terminates
                  or
                  suspends its business, becomes insolvent, admits in writing its
                  inability
                  to pay its debts as they mature, makes an assignment for the benefit
                  of
                  creditors, or becomes subject to direct control of a trustee, receiver
                  or
                  similar authority, or becomes subject to any bankruptcy or insolvency
                  proceeding under federal or state
                  statutes.

              


      

      


      
        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

      


       

      


      
        	
              	14.3	
                Survival.
                  All provisions which by their nature or express terms survive termination
                  or expiration of this Agreement, including without limitation obligations
                  regarding treatment of Confidential Information, provisions relating
                  to
                  the payment of amounts due, or provisions limiting or disclaiming
                  Envoii's
                  liability, will continue until fully
                  performed.

              


      

      


      
        	
              	14.4	
                Effect
                  of Termination.
                  Immediately upon termination hereof, Licensee shall not Deploy,
                  distribute, sell, lease, license or sublicense any Solutions, but
                  the
                  sublicenses already granted to Customers as of such termination
                  may
                  continue until terminated in accordance with the terms of the sublicenses
                  therein.

              


      

      


      
        	15.	
                MISCELLANEOUS.

              


      

      


      
        	
              	15.1	
                Independent
                  Contractors.
                  Envoii is an independent contractor under this Agreement. Nothing
                  in this
                  Agreement creates a partnership, joint venture, or agency relationship
                  between the parties.

              


      

      


      
        	
              	15.2	
                Law
                  and Venue.
                  Licensee acknowledges that Envoii is based in the State of California,
                  U.S.A. and requires uniformity and consistency in the laws under
                  which it
                  deals with all of its domestic and international Licensees. Accordingly,
                  this Agreement shall be governed and construed, and all arbitrations
                  hereunder shall be determined, in accordance with the laws of the
                  State of
                  California, without regard to its conflicts of laws rules. The
                  United
                  Nations Convention on Contracts for International Sale of Goods
                  shall not
                  apply to this Agreement.

              


      

      


      
        	
              	15.3	
                Force
                  Majeure.
                  Neither party shall be responsible for any failure to perform due
                  to
                  causes beyond its reasonable
                  control.

              


      

      


      
        	
              	15.4	
                Notice.
                  All notices, including notices of address change, required to be
                  sent
                  hereunder will be in writing and will be deemed to have been given
                  when
                  mailed by first-class mail, return receipt requested and supported
                  by fax
                  transmission to the address for the party after its signature
                  below.

              


      

      


      
        	
              	15.5	
                Severability
                  and Waiver.
                  If any provision of this Agreement is held to be unenforceable,
                  such
                  provision will be enforced to the extent possible consistent with
                  the
                  stated intention of the parties, or, if incapable of such enforcement,
                  will be deemed to be severed from this Agreement, while the remainder
                  of
                  this Agreement will continue in effect. The waiver by either party
                  of any
                  breach of this Agreement will not constitute a waiver of any other
                  or
                  subsequent breach.

              


      

      


      
        	
              	15.6	
                Assignment.
                  Each party may not assign, sell, transfer, delegate, or otherwise
                  dispose
                  of, whether voluntarily or involuntarily, by operation of law or
                  otherwise, this Agreement or any rights or obligations under this
                  Agreement without the prior written consent of the other party.
                  Any
                  purported assignment, transfer, or delegation by Licensee will
                  be null and
                  void. 

              


      

      


      
        	
              	15.7	
                Export.
                  Licensee will comply fully with all relevant export laws and regulations
                  of the United States.

              


      

      


      
        	
              	15.8	
                Entire
                  Agreement.
                  This Agreement together with its exhibits constitutes the complete
                  agreement between the parties and supersedes all prior or contemporaneous
                  agreements or representations, written or oral, concerning the
                  subject
                  matter of this Agreement. This Agreement may not be modified or
                  amended
                  except in writing signed by a duly authorized representative of
                  each
                  party.

              


      

      


      
        	
              	15.9	
                English
                  Language.
                  English is the authoritative text of this Agreement, and all
                  communications, arbitrations, and other adjudications hereunder
                  shall be
                  made and conducted in English. 

              


      

      


      
        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

      


      


      
        	
              	15.10	
                Dispute
                  Resolution.
                  

              


      

      


      
        	 	
                (a)

              	
                Except
                  as otherwise provided below, any controversy or claim arising out
                  of or
                  relating to this Agreement shall be submitted to final and binding
                  arbitration before, and in accordance with, the commercial rules
                  of the
                  International Chamber of Commerce (“ICC”). All arbitrators shall have
                  expertise in the subject matter of the dispute. Judgment upon any
                  arbitration award may be entered in any court having jurisdiction
                  thereof.
                  This provision is self-executing, and in the event that either
                  party fails
                  to appear at any properly noticed arbitration proceeding, an award
                  may be
                  entered against such party notwithstanding said failure to appear.
                  Such
                  arbitration shall be conducted at the ICC's facilities in San Francisco,
                  California, USA. This clause shall survive the termination of this
                  Agreement. 

              


      

      


      
        	 	
                (b)

              	
                Notwithstanding
                  the foregoing: (1) any claim relating to the validity of any of
                  the
                  parties' intellectual property shall not be determined by arbitration,
                  but
                  only by a court located in San Francisco, California, U.S.A., to
                  whose
                  exclusive jurisdiction the parties hereby consent; and (2) either
                  party
                  may seek injunctive and other equitable relief in any court of
                  competent
                  jurisdiction.

              


      

      


      


      
 

      
        	 ENVOII
                TECHNOLOGIES	 	 	 LICENSEE
	 	 	 	 
	By:
                /s/ Scott A. Haire	 	 	By:
                /s/ Jeffrey Schultz
	Name:Scott
                A. Haire
Title: President
Address:2225 E. Randol Mill Road -Suite
                305	 	 	
                Name:
                  Jeffrey Schultz
Title: Pres./CEO

                Address:

              
	     Arlington,
                Texas 76011	 	 	 




      


      


      


      


      


      


      


      
        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

      


      


      EXHIBIT
        A

      Envoii
        Solution File Format

      


      1.
         The
        Envoii .nvx file format (uncompressed content).

      


      2.
         The
        Envoii .nvz file format (compressed content).

      


      3.
         Envoii
        class ID references (CLSID).

      


      4.
         Compressed
        Envoii byte code resources. 

      


      5.
         Envoii
        .pth path format.

      


      6.
         Envoii
        3D
        data format.

      


      7.
         Use
        of
        Envoii communication protocols. 

      


      8. Use
        of
        Envoii global identifiers.

      


      9.
         All
        other
        Envoii proprietary formats which are defined in the Software

      


      


      
        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        B

      Envoii
        Services

      


      Licensee
        technical support and Envoii engine maintenance

      Licensee
        will pay a maintenance fee of $15,000 per year beginning when the CardVoii
        Solution is deployed. Technical support is for Licensee only and is offered
        Monday through Friday, 9 a.m. to 5 p.m. Pacific Time. Envoii Engine maintenance
        consists of free Envoii Engine upgrades,
        which include only bug fixes and free Envoii Engine additions
        and does not include any additional or new Envoii Engine services.
        

      


      Licensee
        Payment solutions Development:

      


      Licensee
        and Licensor shall work on a Project by project Basis to determine the
        applications that Licensee will use under this License agreement. The timing
        and
        cost will be at a Cost plus 20% mark up for developing such solutions to
        be paid
        to Envoii Technologies 

      


      


      
        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        C

      Envoii
        Marks and Branding Requirements

      


      1. Envoii
        Marks

      


      The
        Trade Marks are the Triangle the bears the Envoii Trade Mark in
        it. 

      


      2. Branding
        Requirements

      


      
        	 	
                There
                  are certain generic operations and user interactions that are required
                  to
                  be implemented in all Solutions, regardless of the content creator:
                  

              


      

      


      
        	 	
                ·

              	
                Dragging
                  a Solution from place to place. A small “envoii” cursor text appears (this
                  may be replaced with something else in the
                  future);

              


      

      


      
        	 	
                ·

              	
                Interacting
                  with a Solution on the desktop to minimize, maximize, destroy,
                  clone, or
                  stow it;

              


      

      


      
        	 	
                ·

              	
                Interacting
                  with Solutions on the desktop tray;
                  and

              


      

      


      
        	 	
                ·

              	
                Indicating
                  state of a Solution on mouse-over (i.e.“you
                  can drop a Solution on me,” “you can copy me,” “you can drag me to
                  desktop.”).

              


      

      


      Envoii
        may prescribe by written notice the appearance, design, colors, etc. of text,
        icons, highlight techniques associated with these activities. The overall
        objective is to develop a universal and consistent visual vocabulary associated
        with Solutions.

      


      
        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        D


      Envoii
        Pending Patents

      


      


      


      
        	
                Patent
                  Application Title

              	
                Patent
                  Application Serial #

              	
                App
                  filing date

              	
                Status

              	
                Reel/Frame
                  # 

              
	
                Method
                  and Apparatus for a Distributable Envoii Object

              	
                09/852,971

              	
                5/8/2001

              	
                Pending

              	
                012639/0315

              
	
                Method
                  and Apparatus for Enabling a Portable Graphic Object

              	
                09/852,979

              	
                5/8/2001

              	
                Pending

              	
                012152/0362

              
	
                Method
                  and Apparatus for a Distributable Object Architecture

              	
                09/852,963

              	
                5/8/2001

              	
                Pending

              	
                012440/0756

              
	
                Method
                  and Apparatus for a Portable Information Account Access
                  Agent

              	
                PCT/US01/28150

              	
                9/6/2001

              	
                Pending
                  status expected May, 2003

              	
                No
                  assignment yet executed or recorded

              
	
                Method
                  and Apparatus for a Distributable Globe Graphical Object

              	
                09/954,724

              	
                9/12/2001

              	
                Pending

              	
                012690/0924

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      13