Made in the City of Montreal,
May 4, 2000

BETWEEN :

               GSI  TECHNOLOGIES  USA INC.,  a body politic and  corporate  duly
               incorporated  according to the laws of Delaware,  having its head
               office at 721,  S.E.  17th Street,  suite 200,  Fort  Lauderdale,
               Florida,  33316,  represented  by Mr. J. Michel de Montigny,  its
               president, duly authorized;

               Hereinafter referred to as "the licensor";

AND :

               3529363   CANADA  INC.,   (GSI   Canada),   a  Canadian   company
               incorporated  according  to the laws of  Canada,  having its head
               office at 2001 McGill College, suite 1310, Montreal,  Quebec, H3A
               1G1, represented by Mr Yves Lebel, its executive vice-president &
               Chief Financial Officer, duly authorized;

               Hereinafter referred to as "the licensee";

PREAMBLE

WHEREAS the licensor  holds a master  license  giving it all  commercial  rights
relating to the technology,  being the GSI TV.com network  concept,  integrating
animated  screens  and  interactive  kiosks,  remote  controlled  via  a  unique
broadcasting software, which the licensor holds by virtue of a master license;

WHEREAS the licensor  plans to market the concept  through the sale of licenses,
which will give to the licensees the commercialization rights for the technology
on a certain  territory,  and the right and  obligation  to be  supplied  by the
licensor or by suppliers approved by the licensor;

WHEREAS the licensee wishes to obtain the exclusive right to  commercialize  the
GSI TV.com technology in the territory of Canada and that the licensor agrees to
grant  these  rights  to the  licensee  under  certain  terms,  conditions,  and
stipulations, described hereunder;

WHEREAS the licensee  agrees to fulfill and to meet the said  conditions for the
benefit of the licensor in order to maintain the said license; and

<PAGE>

WHEREAS it is in the  interest of the  parties to  describe  the nature of their
agreement in a private written agreement;

IN CONSIDERATION OF THE PRECEDING, THE PARTIES AGREE TO THE FOLLOWING:

INTERPRETATION

Terminology

Where  used  in this  agreement  or in any  amendments  to  this  document,  the
following terms shall have the following meanings:

i)       Agreement

         "Agreement" means the current agreement including its introduction and
         schedules and all future amendments to the agreement;

ii)      Technology license or Master license

         "Technology  license"  means all rights  relative to the use, sale and
         sublicense of the Technology;

iii)     Technology

         "Technology" means Intellectual Property, Industrial Secret, Know-how,
         Broadcasting System, Derivative,  Maintenance and Enhancement in their
         individual and collective form;

i)       Intellectual Property

          "Intellectual property" means acronyms, designs, brand marks, symbols,
          pictograms,  slogans,  signs, posters,  plates, forms,  stationery and
          other  identification  items, methods and techniques which are used by
          the  licensor  with  respect  to  the  marketing  of  the  Technology,
          copyrights,  patents, industrials designs and trademark as well as all
          such items which may be acquired in the future by the licensor;

ii)      Industrial Secret

          "Industrial  Secret" means any confidential  information  normally not
          revealed by the licensor  and/or  licensee to their  competitors,  any
          knowledge  acquired  by  the  licensee  in  relation  to  the  present
          Agreement without which the Technology will be deprived of some of its
          originality,  efficiency  and/or  exclusivity as well as any procedure
          not patented;

iii)     Know-how

          "Know-how"  means all  technical  information,  procedures,  formulas,
          industrial secrets, technical uses, diagrams, designs, specifications,
          lists of materials,  production  guides and  information  developed or
          used  by  the  licensor   and/or  the  Licensee  in  relation  to  the
          Technology;

iv)      Broadcasting System

          "Broadcasting  System" means all the systems providing interactive and
          multimedia global  networking  capabilities and based on the following
          components:

          Software

          All programs and other operating  information used by the Broadcasting
          system such as:

-        Player Software
-        Receiving Software
-        GSI Multimedia Production Center
-        Primary Broadcasting Server;

          Hardware

          Mechanical  and  electronic   components  of  the  products  generally
          described  as  kiosks  and  marketed  by the  licensor  and  known  as
          NOVACOLUMN and  CITYCOLUMN,  including the following,  but not limited
          to:

-        Plasma screen
-        Projectors
-        Metallic Column
-        Adjustable (x,y,z) projector stand
-        Backup Server
-        Broadcasting Unit
-        Computerized environment management unit (C.E.M.U.);
-        Proprietary "fail-safe device";

v)       Maintenance Services

          "Maintenance  Services"  means any  modifications  or revisions to the
          System which  correct  errors,  support new releases of the  operating
          systems  which  the  System  is  designed  to  operate,   support  new
          input/output  devices,  or provide  updates and  corrections.  It also
          means the 24 hour maintenance service delivery to the licensee and the
          Broadcasting software networking;

vi)      Enhancement

          "Enhancement"  means changes or additions,  including all new releases
          and all updates made  available by the licensor  that add  significant
          new  functions  or  substantially   improve  the  performance  of  the
          Technology;

vii)     Derivatives

          "Derivatives"   means  any  work  that  is  based  upon  one  or  more
          pre-existing  works, such as revisions,  modifications,  translations,
          abridgements, expansions or any other form in which pre-existing works
          may be recast,  transformed,  or adapted and that, if prepared without
          authorization of the owner of the pre-existing  work, would constitute
          a copyright  infringement or infringement to the proprietary rights of
          the owner  therein.  "Derivatives"  can also mean any works of reverse
          engineering, de-compilation and disassembly;

viii)    Fees

          "Fees"  means  the  monies  received  by the  licensor  from the total
          revenues of the Licensee, accounted for during a calendar quarter;

ix)      Territory

          "Territory" means all countries, territories and areas of the world;

x)       Legal Representatives

          "Legal  Representatives"  means  for each  party,  depending  upon its
          condition and structure, its executors, heirs, assignees or agents;

xi)      Sublicense

          "Sublicense"  means the complete license granted to the licensee for a
          certain sub-section of the designated territory.

xii)     Transfers of technology

          "Transfers  of  technology"  means the  transfer of skill and know-how
          effected by way of training  sessions  offered by the  licensor to the
          employees of the licensee.

2.0      JuriSdiction

i)       Subjection

         This Agreement, its interpretation, performance, application, validity
         and effects shall be subject to the  applicable  laws in effect in the
         State  of  Florida,  which  partly  or  totally  govern  the  scope of
         provisions herein contained;

ii)      Presumption

         Any provision  contained in the present  Licensing  Agreement which is
         not in conformity  with the  applicable  laws shall be deemed null and
         void,  insofar as such measure is prohibited by one of said laws.  And
         so it  shall  be for any  subordinate  stipulation  or  bound  to such
         disposition  insofar as such measure or applicability  depends on said
         disposition;

iii)     Adaptation

         In any case where a  provision  shall  violate an  applicable  law, it
         shall be interpreted,  as the case may be, as a means of conforming to
         said  applicable  law,  or failing  to do so, in the most  susceptible
         method in order to  respect  the  intention  or both  parties  without
         waiving the  prescriptions  of any applicable law that parties wish to
         respect;

iv)      Continuation or Avoidance

         Where the present License Agreement shall contain an interdiction, all
         other  provisions  of said  License  Agreement  shall remain valid and
         binding  upon the  parties,  unless the  provision(s)  contrary  to an
         applicable law is (are) deemed  essential to the adequate  performance
         of the  Licensing  Agreement  or to the  stability  of the  respective
         provisions of the parties and where no compatible  interpretation with
         any applicable  law(s) may correct the  deficiency,  in which case the
         present  License  Agreement  shall be  found  null ab  initio  and the
         parties  returned to their original and respective  position since the
         duration  of  the  Agreement,  in  order  to  come  to  an  equivalent
         adjournment, as the case may be;

v)       Priority

         The current License  Agreement shall constitute the total and integral
         understanding  reached  between  the parties  and  excludes  any other
         document, contract or previous verbal promise or concomitance that may
         have taken place in the framework of the  transactions  that proceeded
         the final  performance  of the  License  Agreement;  that the  parties
         declare   inadmissible  any  elements   susceptible  of  modifying  or
         hindering,  in any way, any of the  provisions of the current  License
         Agreement;

3.0      GENERAL

A)       Time of the Essence

         Time shall be the essence in this Agreement. In the calculation of any
         time limit provided for in the present Agreement,  the following rules
         have effect:

(i)      The first day is not taken into account but the last day is;

(ii)     Non  legal  days are  accounted  for;  but if the last day of the time
         limit is a non legal  day,  then the time limit ends on the next legal
         day;

(ii)     When  used in the  current  Agreement,  the  term  "month"  refers  to
         calendar months;

         If the  Agreement  refers to a precise  date which is a non legal day,
         then the Agreement  should be read with that precise date referring to
         the next legal date;

B)       Concurrence

         All rights  stipulated in the present Agreement are concurrent and not
         alternate. Any waiver of an agreed right by one or the other party, in
         favor of the other,  shall not be interpreted as a waiver of any other
         right herein accepted,  unless the wording of a provision indicates by
         exception the necessity of such choice;

C)       American Funds

         All amounts  referred to in the present  Agreement shall be considered
         to be American Funds (U.S. dollars);

D)       Gender and Number

         Where the  understanding  of the wording is  required,  the  masculine
         expression  shall also include feminine and vice versa; the same shall
         apply for a word expressing a number where singular shall also include
         plural and vice versa.  Any sentence  containing a versatility  in the
         wording,  shall be interpreted  where the sense  demands,  in a way to
         accommodate  the  appropriate  version  of  such  word,  with  all the
         grammatical  changes  required in order to confer a logical meaning to
         the sentence concerned;

E)       Titles

         The titles used in the present  Agreement have no real  interpretative
         value - they serve as classification  and  identification  elements of
         the  constitutive  provisions  of the  Agreement  between  the parties
         recorded in the instrument and, for this reason, they cannot influence
         the interpretation of a provision.


4.0      SUBJECT


         LICENSE

         Conditional upon full respect by the Licensee of its obligations under
         the  present  agreement,  the  licensor  grants  to  the  licensee  an
         exclusive  right to use and  sublicense  the  Technology  IN  CANADA'S
         TERRITORY,  including the Broadcasting  license. THE LICENSEE ALSO HAS
         THE RIGHT AND THE OBLIGATION TO BUY ALL PRODUCTS  EXCLUSIVELY FROM THE
         LICENSOR.

         This  Technology  license  also  includes  THE  AVAILABILITY  OF  SUCH
         SERVICES  AS  Network  management  of  the  Broadcasting  system,  the
         Maintenance service and all the Enhancements of the Technology;

         The parties hereto each acknowledge and agree that the Licensee is the
         sole and  exclusive  Licensee  IN  CANADA'S  TERRITORY  of all  rights
         granted by the licensor under this Agreement;

         SUBLICENSE

         By way of this  Technology  license,  the licensor grants the Licensee
         the right to sublicense the Technology in whole or in part, inside the
         territory of Canada, during the term of the Agreement.

         All sublicenses  granted by the Licensee under this Agreement shall be
         subject and subordinate to terms and conditions of this Agreement; the
         licensor  at its sole  discretion  can  accept or refuse any sale of a
         sublicense;

 5.0     DESIGNATED TERRITORY

         For the  duration  of this  agreement,  the  licensor  accords  to the
         licensee the exclusive  right to  commercialize  the technology in the
         territory of Canada, described below:

         The territory of Canada  comprises  the provinces of Quebec,  Ontario,
         New  Brunswick,  Nova  Scotia,  Prince  Edward  Island,  Newfoundland,
         Manitoba, Saskatchewan,  Alberta, and British Columbia. The borders of
         the  provinces  may   eventually   define  the   territories   of  the
         sublicenses.

6.0      CONSIDERATION

         In return for the grant of this license by the licensor,  the licensee
         agrees  to  pay to the  licensor,  for  the  duration  of the  present
         agreement, the following amounts:

         Fixed fee

         The  current  license is granted in favor of the  licensee  for and in
         consideration  of a  fixed  fee  of TWO  HUNDRED  AND  FIFTY  THOUSAND
         ($250,000) payable over TEN (10) years.

         The  licensee  must  pay  the  fixed  license  fee  annually,  on  the
         anniversary  date of the  signing of the  current  license  agreement,
         being ten (10) installments of TWENTY-FIVE  THOUSAND ($25,000),  for a
         total of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000).

         Price of the products

         The price of the products is to be negotiated  but will not exceed 150%
         of their total unit cost.  The  installation  costs for electrical and
         telecommunications connections will be in addition.

         Invoicing

-        30% with order
-        60% on delivery
-        10%, 30 days following delivery

         Price of the license to sub-licensees

         In  terms  of  the  price  of  the   license   that  may  be  sold  to
         sub-licensees, no price schedule is foreseen by the licensor, although
         it reserves the right to review each license sold.

         Price of products under sub-licenses

         The price of products sold under sub-licenses will be the same for the
         licensee.  However,  the  sub-licensees  must purchase  their products
         directly from the licensor.

         Conditions

         The current  license is also granted to the licensee in  consideration
         of the following agreements:


1)       Management of the network

         During the first three (3) years of the installed  network,  a network
         management and maintenance agreement, an advertising content agreement
         and a  broadcasting  agreement,  as well as an agreement  covering the
         transfer  of know-how  must be signed  between  the  licensee  and the
         licensor.  The licensee must be in a position to manage the network by
         itself at the end of the three (3) year period. This agreement with be
         signed with the license for an approximate amount to be negotiated.

         $75/month/kiosk.

2)       Maintenance services

         An agreement  will be in effect for the first year,  in order to offer
         technical  support  needed by the  licensee in order to  maintain  the
         network and the server systems managing the software.

         $40/month/kiosk

         Payments

         The  parties  acknowledge  that  any  payment  is due by the due  date
         without  the need for notice and  simply by the  arrival of term.  Any
         default implies a forfeiture.  Similarly,  the cashing of any check or
         receipt  of  a  report  with  be   conditional   and  will  not  imply
         acquiescence as to the validity of the said check or report.


7.0      REPRESENTATION AND WARRANTIES OF THE LICENSOR

         The  licensor  covenants,  represents  and  warrants  as  follows  and
         acknowledges  that  the  Licensee  is  relying  upon  such  covenants,
         representations and warranties to enter into the present Agreement:

A)       Status

         The licensor has been duly  incorporated  and organized and is validly
         subsisting and in good standing according to the Laws of Delaware;

B)       Capacity

         The  licensor  has the  legal  capacity  to enter  into the  Agreement
         contemplated  hereby  and to  fulfill  all and any of its  obligations
         under the present Agreement. The granting of the recent License is not
         subject to any restriction;


8.0      REPRESENTATIONS AND WARRANTIES OF LICENSEE

         The  Licensee  covenants,  represents  and  warrants  as  follows  and
         acknowledges  that  the  licensor  is  relying  upon  such  covenants,
         representations and warranties to enter into the present Agreement:

A)       Status

         The Licensee has been duly  incorporated  and organized and is validly
         subsisting and in good standing according to the Laws of Canada;

B)       Capacity

         The  Licensee  has the  legal  capacity  to enter  into the  Agreement
         contemplated  hereby  and to  fulfill  all and any of its  obligations
         under the present Agreement. The granting of the resent License is not
         subject to any restriction;


9.1.1    DUTIES AND OBLIGATIONS OF THE LICENSOR

         Exclusivity

         The licensor promises to not grant other licenses, for the attribution
         of the same rights,  inside the designated territory identified in the
         current  agreement,  this for as long as the current  agreement  is in
         effect.

         Peaceable enjoyment

         The licensor  agrees to provide the licensee with peaceable  enjoyment
         of the technology  inside its designated  territory  conforming to the
         terms of the current agreement.  Legislation permitting,  the licensee
         may  register   the  granting  of  the  license  with  the   competent
         authorities.

         Assistance

         The  licensor  agree  to  make  available  to  the  licensee  all  the
         assistance  needed for the  installation  of the network of kiosks and
         all  the  training  required  on the  functioning  of the  technology,
         subject  to  the  payment  of  certain  costs  identified  in  related
         agreements.

         Substantial improvements

         All improvements to the technology,  as they affect the performance of
         the broadcasting  system and the available products that are linked to
         the technology,  whether able to be patented or not,  patented or not,
         available to the  licensor for the duration of the current  agreement,
         will be made  available  to the  licensee,  subject to the  payment of
         certain costs.

         Updates

         All  updates to the  technology  relating  to the  performance  of the
         broadcasting  software will be made  available to the licensee free of
         charge for a period of three (3) years.

         Signature

         The  licensor  promises  and is  obliged  to sign all other  documents
         necessary or useful for the noticing or the  protection  of the rights
         of the  licensee  or granted to the  licensee by virtue of the current
         agreement.

10.      OBLIGATIONS OF THE LICENSEE

         Best efforts

         The licensee agrees to exercise its best efforts to commercialize  the
         technology for its intended  purposes,  conforming to the terms of the
         present agreement, and to adhere to the business plan forwarded during
         the  120  days   following   the  transfer  of  the  license  and  the
         installation date.

         Business plan

         Within one hundred and twenty (120) days  following  the  signature of
         this  agreement,  the  licensee  must provide the licensor a copy of a
         business  plan that  includes  forecasts for the number of products as
         well as the installation of these within the protected territory,  for
         the duration of the license, being TEN (10) years.

         Installation schedule

         The  licensee  promises  and is  obliged  to adhere  to the  following
         installation schedule as it related to the achievement of the relative
         stages  of   installation   of  the   technology  in  the   territory:
         (attachment)

         The licensor acknowledges that deadlines may not be met due to a force
         majeure,  without which the licensee may not claim  indemnification on
         the part of the  licensor.  However,  the  licensee  risks  losing its
         rights to the  license in the event it does not give its best  efforts
         to the  installation  of the network of kiosks and will be required to
         discontinue its marketing program.

         Supply and services

         The  licensee   promises  to  obtain  the   products   linked  to  the
         broadcasting  software exclusively from the licensor or from suppliers
         designated  by the  licensor.  Moreover,  the  licensee may only avail
         itself of the  services of the  licensor  for the  maintenance  of the
         network and for the  management  of the  network,  for the first three
         years.

         In addition, as for sublicenses,  the licensee promises to ensure that
         the sub-licensees will only purchase products and services that may be
         prescribed  by the  licensor  and  that  they  respect  all the  other
         requirements of the current license relating to supply.

         Payment of expenses

         The  licensors  promises  to pay all  amounts  due to  every  supplier
         associated with the  commercialization  of the license,  (for example,
         hydro,  telephone,  or other  modes of  communication,  rents  for the
         installation sites.)

         Policies and general directives

         The  licensee  promises to respect  all the  policies  and  directives
         issued   from  time  to  time  by  the   licensor   relative   to  the
         commercialization  of the  products,  to the use of the  products  and
         broadcasting software and to services associated with the products, to
         information  to be  supplied  to the  sub-licensees  and to  generally
         respect all directives of the licensor concerning the marketing of the
         technology  and the use of the  technology.  The licensor may demand a
         customer list from the licensee in the event the latter,  for whatever
         reason,  is unable to maintain service to its customers.  The licensor
         may then  assume  responsibility  for these  customers  for any period
         necessary.

         Quality control

         The licensee  agrees to entrust to an agent chosen by the licensor the
         mandate to inspect the  installation  of the  technology  and to audit
         conformance  of the said  installation  with the  standards of quality
         prescribed by the licensor.  The licensee promises to respect in their
         entirety  the said  installation  standards  and to permit the control
         agent to affix certification stamps on the products that he may use.

         In the event of default by the licensee in conforming with the quality
         standards  established by the licensor,  the licensor has the right to
         withdraw the license after sending a THIRTY (30) day notice concerning
         the deviation of the licensee and its inaction,  following the receipt
         of the said notice, to conform to the standards.

         Takeover

         In the  following  instances,  the  licensee  is under  the  following
         obligations:

-        The licensee  undertakes,  if it is a company or  corporation,  to not
         authorize  the sale,  the  giving  as  collateral,  the  ceding or the
         transfer  of  shares  of any  category  of its  capital  stock  or any
         convertible   security  to  anyone  without  having  accomplished  the
         foregoing conditions and the obligations described below.

-        If the licensee is a company or a corporation, and if they are held by
         a legal entity, it undertakes that any sale, the giving as collateral,
         ceding,  transfer  or issuance  of the shares of that  person,  of its
         shareholders  and  the  respective  shareholders  until  the  ultimate
         holding  of shares by a  physical  person,  whoever  that might be, be
         effected in conformance with the provisions described below.

-        If the licensee is a company or a  corporation,  it  undertakes to not
         authorize any option to purchase or issuance of shares in any category
         whatever of its capital stock to anyone  whatsoever  without the prior
         accomplishment of its obligations described below

-        The licensee, if it is a company or corporation, undertakes to forward
         to the  licensor  within one  hundred  and twenty  (120) days from the
         signing  of the  current  agreement,  and on the same  date,  for each
         following year, a list of all the  shareholders,  directors,  officers
         and  management  of the  licensee,  which must be duly  certified  and
         attested to be a certificate from a legal advisor of the licensee;

         Therefore, the following conditions must be met:

      a) The prior  written  approval of the third party in the capacity of new
         licensee,  of  a  director,  manager  or  officer,  shareholders  or a
         shareholder member of the licensee, whatever the case, by the licensor
         according  to the  criteria  used by the licensee for this purpose and
         the  licensee   undertakes  to  furnish  the  licensor  with  all  the
         information deemed necessary for the licensor for this purpose.

      b) In the event of a change of control in the  licensee,  and one or more
         transactions,  if the licensee is a company or corporation, or has the
         approval of a new licensee,  the licensee must have discharged all its
         obligations  and fulfilled all its  undertaking  and paid all its fees
         with respect to this transfer of its rights.  For the purposes of this
         paragraph,  the word  "control"  means the  holding  by one or several
         shareholders  of the  majority of the voting  shares of the issued and
         outstanding capital stock of the licensee.

         If all the foregoing  conditions to the prescribed  transactions  have
         been duly  accomplished to the satisfaction of the licensor,  then and
         therefore the licensee or the former directors,  managers or officers,
         shareholders or members of the shareholders of the licensees, whatever
         the case,  will be  relieved  of their  undertakings  and  obligations
         according to the  contract  with the  exception of those  undertakings
         identified under the headings  "non-compete" and  "confidentiality and
         intellectual  property" of this agreement which will become completely
         applicable as if the contract had been  terminated  for them as of the
         date of the transaction.

         Signature

         The licensee  promises  and is  obligated to sign all other  documents
         necessary or useful for the  disputation  or the  preservation  of the
         rights of the  licensor or those  granted to the licensee by virtue of
         the current agreement.

         Laws and regulations

         The licensee must conform to all laws and  regulations  established by
         competent   authorities  relating  to  the  commercialization  of  the
         technology.

         Sub-licensees

         All  the  obligations  of a  licensee  are  also  obligations  of  the
         sub-licensee relative to the licensee.


11.0     SPECIAL PROVISIONS

         Confidentiality

         The licensee  acknowledges that the part of the technology that is the
         subject  matter of the current  license  contains  industrial  secrets
         which are the exclusive property of the licensor and, accordingly,  it
         acknowledges  that the  unauthorized  disclosure  of these  industrial
         secrets may have serious implications for the licensor.

         Consequently,  the licensee  promises to the licensor that it will act
         in the following manner:

a)       To deploy its best efforts to prevent  third parties from learning the
         industrial secrets relative to the technology;

b)       To  take  all  the  steps  necessary  to  prevent  the  non-authorized
         disclosure of the said industrial  secrets or confidential data by any
         employee of the licensee;

c)       On the written  authorization  of the licensor to permit its employees
         to divulge the industrial  secrets contained in the technology only to
         third  parties  to which  it must  communicate  them in order  for the
         licensee to meet its  obligations in respect of the current  agreement
         insofar as these third parties have consented to the same  obligations
         of  confidentiality  applicable to the said  industrial  secrets.  The
         licensee  further agrees to keep  confidential  the description of the
         technology,  if it or a part of it is not the  subject of a patent and
         all additional information permitting or facilitating the construction
         of equipment  incorporating  the technology of the  construction  of a
         plant  incorporating  the technology or the  commercialization  of the
         equipment or the plant.

         Protection of the technology

         The  licensee  promises  to  promptly  advise the  licensor  about any
         copying or violation  of the  technology  IN ITS  TERRITORY as soon as
         such an act is brought to its attention.  The parties agree to consult
         each other in order to determine the appropriate  measures to be taken
         under the  circumstances.  If the parties jointly  conclude that it is
         necessary  to proceed to the courts  relative to the act, the licensor
         promises to take the  necessary  measures to stop the act, at the cost
         of the licensor.

         If the licensee or the licensor,  whichever  the case,  decides not to
         take action,  the other may do so in its name and at its own cost,  so
         long as the licensor indemnifies the licensee for all fees, costs, and
         damages incurred directly or indirectly by the latter.

         Any  process  until  a  judgement  or  definitive  regulation  of  the
         litigation  will indicate in which manner the  compensation  should be
         shared  according to the  interests of the concerned  parties.  In the
         event of a total  demand,  action  or other  procedure  in which it is
         alleged that the  commercialization  of the technology  constitutes in
         infraction  against  the  rights of a third  party in an  intellectual
         property,  the licensee promises to promptly forward to the licensor a
         copy  of  all  documents  or  procedures  that  can  be  forwarded  or
         signified.  The  licensee  promises  to  collaborate  fully  with  the
         licensor relative to the disputation of all such demands,  actions, or
         other  procedures  including,  with  limiting  the  generality  of the
         foregoing,  to make available to the licensor all files,  information,
         samples, specimens, or other pertinent material.

         According to  provisions  that  follow,  the  licensor  undertakes  to
         prendre  fait et cause for the  licensee  in the  context  of all such
         demands,  actions  or other  procedures  and to  reduce  the fees that
         continue to be payable  equivalent to the damages,  costs and expenses
         (including,  but without limiting the generality of the preceding, the
         fees  and  reasonable  disbursements  of an  attorney)  paid  in  this
         capacity  by the  licensee.  It is  agreed  by  the  parties  that  no
         regulation  outside the court may be  concluded by the licensee in the
         context  of a legal  pursuit  in  regard to the  preceding  provisions
         without  the  prior  written   authorization  of  the  licensor.   Any
         indemnification  paid by a third  party must be  deposited  in a trust
         account held jointly by the  attorneys  for the parties to the current
         agreement and must be shared between the parties,  deductions made for
         the fees and legal disbursements and other disbursements  incurred for
         the purposes of the litigation which are absorbed by the licensee.

         The licensee undertakes to not in any way alter the technology nor any
         improvements to it during the  installation of the technology  without
         having first obtained the prior written consent of the licensor.

         The licensee must without delay communicate in writing to the licensor
         about any improvement to the technology,  whether this  improvement is
         able to be  patented  or not,  that,  for the  duration of the current
         agreement,  is made by an employee of the licensee or which is brought
         in some manner to his knowledge  during the said period.  The licensee
         acknowledges  that the  said  improvement  remains  at all  times  the
         property  of the  licensor.  The  licensee  promises  to  not  contest
         directly  or  indirectly,  nor to help  contest  the  validity  of the
         intellectual  property,  as well as all  improvements to it, and this,
         for the entire duration of the current  agreement as well as following
         its expiration, termination, cancellation, or withdrawal.

         The decision as to the  opportunity  to file patents  applications  or
         registrations  for the  improvement of the technology is at the entire
         discretion of the licensor.

         Non-compete

         The  licensee  declares  that  it and  its  directors,  management  or
         officers,  shareholders  or  members  and  employees  do not  have any
         interest in any similar license granted by the licensor, nor any other
         sub-license or license similar to that of the licensor.  Moreover, the
         licensee  promises to ensure that the managers  principally  linked to
         the commercialization of the license personally promise as such to the
         licensee by means of a non-disclosure agreement.

         For the duration of this license and for a period of twenty-four  (24)
         months after its withdrawal or its expiry,  the licensee  promises not
         to do business with become  involved with nor to help another  person,
         company,  or  corporation by the  involvement  of associated  persons,
         associated  or  otherwise,  to do  business  or be involved or have an
         interest in a similar or identical commercial  activity,  either as an
         employee,  agent,  manager,  associate or otherwise  and this,  in the
         protected  territory  in respect of the  current  license,  or for any
         other  protected  territory  of  the  licensor,  at  the  time  of the
         annulment or expiry of the license.

         Non-solicitation of personnel

         The licensee  promises for the duration of the current  agreement  and
         for a  supplementary  period  of TWO  (2)  years  to not  solicit  the
         services  nor to encourage  the  departure of a member of the staff of
         the  licensor nor to recommend  anyone of them for  employment  with a
         third party.

         Any  infringement  of the above on the part of the licensee  will give
         rise to a penalty  equivalent  to the annual  salary of the person who
         has left the service of the licensor as a result.

         This penalty is payable to the licensor who nevertheless  reserves the
         right  to  take   appropriate   judicial   action  to  stop  the  said
         infringements.

         Liquidated damages and interest

         In  the  event  of an  infringement  of  any  one  of  the  prescribed
         undertakings  by the licensee or a related bound person,  the licensee
         will be  responsible  for the  payment  to the  licensor,  in terms of
         liquidated damages and interest and not in terms of penalty, an amount
         of TEN THOUSAND  DOLLARS  ($10,000) per day of  infringement,  subject
         however to recourse in the form of an injunction or any other recourse
         that may be exercised by the licensor according to the law.

         Force majeure

         None of the parties to the current  agreement  may be considered to be
         in default in the  performance  of its  obligations  according  to the
         current  agreement  if  such  execution  is  retarded,  held  back  or
         prevented  because of force  majeure.  Force majeure  constitutes  all
         causes  that do not depend on the will of the  parties to the  current
         agreement,  that they could not have  reasonably  foreseen and against
         which  they  could  not  have  protected  themselves.   Force  majeure
         comprises,  but without  limitation,  all fortuitous events,  strikes,
         partial work stoppages,  lock-outs,  fires, riots, intervention of the
         civil  or  military   authorities,   complying  with   regulations  or
         ordinances of all governmental authorities and war (declared or not).

         Relationship of the parties

         Nothing  in the  current  agreement  has  the  effect  of  creating  a
         principal-agent  relationship,  a  partnership,  an  employer-employee
         relationship or legal representative relationship between the licensor
         and the  licensee.  Moreover,  the licensee has not received the power
         either  tacit  or  expressed,  to  create  obligations  or to link the
         licensor in any manner whatsoever.

         The parties acknowledge that they act as independent entrepreneurs and
         that each is free to manage  their  business in the manner they intend
         in spite of the current  agreement.  They confirm that no provision of
         the agreement can be  interpreted  in such a way as to give a right of
         control  to the  licensor  over  the  affairs  and  operations  of the
         licensee,  in default of which such a provision  should be interpreted
         restrictively in order to protect the licensor.

         Transfer of rights

         The licensee  promises to not sell,  cede,  or  otherwise  transfer to
         anyone,  directly or  indirectly,  in whole or in part, its rights and
         interests in this license  without the agreement of the  licensor.  It
         may sell sub-licenses,  in accordance with the conditions contained in
         the current agreement,  but the licensor always maintains a right over
         oversight on the attribution of this sub-licenses.

         No warranty and limit of liability

A)       No warranty

         The  Licensee  acknowledges  that the  licensor  and/or its  employees
         and/or  its legal  representatives  are making no  representation  nor
         giving any warranty,  even the usual implicit  commercial  warranty of
         good  value  and/or  suitability  to the  Licensee  in  respect to the
         Technology;

         The  licensor  does  not  warrant,  nor  represent  that  neither  the
         Technology,  nor the right of any other person  within the  Territory,
         nor does the  licensor  warrant  that "prior  art" to such  Technology
         existed anywhere in the Territory;

         The  licensor  warrants,  however,  that  neither the licensor nor its
         employees,  officers and  directors  have any reason to believe in the
         existence  of, any such  infringement  or prior art, the  existence of
         which would  render  Technology  unable to be converted by any form of
         intellectual property protection.

         The Licensee will notify the licensor if any claim of  infringement is
         brought.

         Nothing in this Agreement shall be construed as:

(i)      A warranty or  representation  that  anything  made,  used,  sold,  or
         otherwise  disposed of under any license  granted in this Agreement is
         or will be free from infringement or patents or third parties; or

(ii)     An  obligation  to bring or prosecute  actions or suits  against third
         parties for infringement of any patents;

B)       Limit of liability

         The parties hereby covenant and agree that the licensor cannot be held
         responsible  for any damage  sustained  by the  Licensee  or any third
         party in relation with the operation of the Technology.

         The licensor expressly makes no representative or warranty  whatsoever
         as to the  functioning,  safety or suitability for the intended use of
         the Technology.

         The  Licensee  agrees  that the  licensor  shall  not be liable to the
         licensee,  any  sub-licensee  or user of the  Technology for any loss,
         costs  or  damage  of  any  kind  suffered  by  the  Licensee,  or any
         sub-licensee  or user of the  Technology,  which  may arise out of the
         manufacture, use or sale of the Technology;

         Furthermore the Licensee undertakes to promptly indemnify the licensor
         for any claims against the licensor in relation to the license granted
         by the present Agreement or the operation of the Technology;

         Insurance policy

         The  licensee  must  subscribe  for and  maintain  in  effect  for the
         duration  of the  license  insurance  policies  in  such  amounts  and
         according to terms and conditions that can be reasonably prescribed by
         the licensor from time to time and of which the amount, the manner and
         form will be determined by the licensor.

         More  specifically,  the licensee must subscribe and keep in effect or
         arrange to have subscribed and kept in effect for the duration of this
         contract, the following insurance policies:

a)       At least one "total  risk  policy"  covering  the kiosks and the other
         installations   against  all  loss  or  damage  resulting  from  fire,
         vandalism, an explosion, and any other risk or disaster or loss on the
         basis of its full replacement value

b)       At least one of its insurance policies covers its civil responsibility
         protecting the insured against the monetary  consequences of any civil
         responsibility that it might incur for whatever reason, because of the
         property,  because of its operation or use, because of material bodily
         damages suffered by whomever. Such insurance policies should cover the
         reciprocal  responsibility of the insured and they should provided for
         a protection of at least five million American dollars  (US$5,000,000)
         for each  case of  injury or death.  This  minimal  protection  may be
         increased to take account of new circumstances of risk.

         The licensee  should forward to the licensor a copy of these insurance
         policies or any other  document  confirming  the foregoing  prescribed
         coverage  within  ninety  (90)  days  of the  signing  of the  current
         agreement.

         In the event the licensee  fails to undertake to subscribe or maintain
         in effect the insurance  policies  described  above, the licensor will
         have the right to subscribe  and  maintain in effect  these  insurance
         policies,  to  pay  the  premiums  and to  take  whatever  actions  is
         necessary  for  the  maintenance  of  these  insurance  policies.  The
         licensee  will  reimburse  the  licensor  the amounts  disbursed  with
         interest.

         Sub-licensee

         All specific  provisions  in their  entirety are also  applicable to a
         sub-licensee, along with any necessary adaptations.

         12.0     GENERAL PROVISIONS

A)       Schedules

         All the  schedules to the present  Agreement  initialed by the parties
         for identification are one integral part of the present Agreement;

B)       Arbitration

         Any claim arising from the present Agreement which is challenged,  any
         controversy  or  dispute   regarding  the  execution  of  the  present
         Agreement, including its annulment, as well as any dispute with regard
         to the  interpretation or application of the present Agreement must be
         submitted to arbitration to the exclusion of the courts,  the whole in
         accordance with the procedure hereinafter established.

         Any  party  to the  present  Agreement  wishing  to  submit  a  claim,
         conflict,  dispute or disagreement to arbitration  must forward to the
         other party a written  notice  (hereinafter  referred to as "Notice to
         Arbitrate"), containing the following items:

         A reasonably detailed description of the claim,  conflict,  dispute or
         disagreement to be submitted to arbitration;

         The name,  address  and  profession  of the person  proposed to act as
         either a sole arbitrator or on a board of three (3)  arbitrators;  the
         other party must, within a delay of ten (10) days as of the receipt of
         the  Notice to  Arbitrate,  forward  to the  plaintiff  party a notice
         confirming the choice of the proposed  arbitrator or the name, address
         and profession of the person proposed ad the second arbitrator. In the
         event of the  default by the other  party to  contest  in writing  the
         choice of the proposed  arbitrator  within the prescribed  delay, such
         other party shall be deemed to have  accepted the proposed  arbitrator
         who shall act alone;

         If a second  arbitrator  has been  nominated  in  accordance  with the
         proceeding  provisions,  the two (2)  arbitrators  so nominated  must,
         within  ten (10)  days of the  nomination  of the  second  arbitrator,
         proceed with the nomination of the third  arbitrator.  In the event of
         the  default  by the two (2) first  arbitrators  to  choose  the third
         arbitrator  within the prescribed  delay,  or should the two (2) first
         arbitrators fail to occur on the choice of the third arbitrator within
         the prescribed delay, the appointment of the third arbitrator shall be
         referred  to and made by a court of  competent  jurisdiction  upon the
         motion of the more diligent party;

         The date of hearing of the parties in dispute must be held twenty (20)
         days  following  the  receipt  of the  Notice  to  Arbitrate  (if  the
         appointment  of a second  arbitrator  has not been made in  accordance
         with  the  preceding  provisions),  or  within  ten  (10)  days of the
         appointment of the third arbitrator,  as the case may be. The award of
         the arbitrator or board of arbitrators must be rendered in writing and
         served to the parties  within  fifteen (15) days following the hearing
         of the  parties.  Any such award which is rendered  shall be final and
         without appeal, and shall become executable as a judgement against the
         parties upon ratification.

C)       Notice

         Any notice  required under the present  Agreement  shall be in writing
         and shall be  delivered  by a  communication  mode  permitting  to the
         sending  party to prove its  delivery to the  addresses at the address
         hereby mentioned at the beginning of this Agreement.  Any party hereto
         may  change  its  address  for  service  by  written  notice  given as
         aforesaid;

D)       Amendment

         No  amendment  of this  Agreement  shall be binding  unless  expressly
         provided in an instrument duly executes by parties hereto;

E)       Non-Renunciation

         The silence on the part of one party or its negligence or tardiness in
         exercising  a  right  or  recourse  which  has  been  granted  or made
         available  to it by virtue on the  present  Agreement  shall  never be
         interpreted or held against such party as a renunciation  to any right
         or recourse;

13.0     END OF THE AGREEMENT

         Cancellation

1.       By the licensor without notice

         The current  agreement can be cancelled with full right without notice
         or summons in any one of the following instances:

a)       If  the  licensee  begins  any  process  in  respect  of the  laws  on
         insolvency or bankruptcy or if any process  according to all such laws
         is launched against the licensee:
b)       If a trustee,  receiver or any other person having  similar  powers is
         named to take  responsibility for any or part of the assets or affairs
         of the licensee;
c)       If a lessor or any other  person,  company or legal entity  having the
         legal right to do it, takes possession or all or part of the assets or
         affairs of the licensee;
d)       the dissolution or liquidation,  voluntary or forced, of the licensee;
         or
e)       If the licensee  effects a transaction  relating to its share capital,
         in contravention of the foregoing provisions;
f)       If a final  judgment of a competent  court is against the licensee and
         if this  judgement  is not  satisfied  in a period of thirty (30) days
         from the date on which the judgement became enforceable.
g)       If  the  licensee  stops  actively  commercializing  the  license  for
         whatever reason for a period of three (3) months;
h)       If the licensee fails to maintain its corporate  status in its current
         form;
i)       If the licensee makes a false representation to the licensee as to its
         activities;
j)       If the licensee  puts  obstacles  in whatever  form in the way for the
         licensor to exercise its right to inspect the network of kiosks during
         opening  hours and to have  access to all  written  documents  or data
         required for a complete  inspection;  k) If the licensee  fails in its
         undertaking  regarding  confidentiality  relating to any  confidential
         information it received about the technology

2.       By the licensor without notice

         The  licensor  may at all times by way of a written  notice of FIFTEEN
         (15)  days  to  the  licensee  to  this  effect,  cancel  the  current
         agreement,  without prejudice to all its rights and recourses,  during
         the occurrence of one or other of the following events:

a)       if the licensee  fails to pay any amount due in respect of the current
         agreement
b)       if the licensee  does not adhere to the business  plan and schedule of
         installations
c)       if the licensee does not respect the limits of its own territory
d)       If the  license  does not  conform  to the  standards  and  directives
         prescribed by the licensor
e)       if the licensee does not adhere to any of the terms and  conditions of
         the current agreement

3.       By the licensee without notice

         Despite the  provisions  of the section  regarding the duration of the
         license, the licensee will have the right to immediately terminate the
         license without any other notice or delay, in the following instances:

a)       If  the  licensor  begins  any  process  in  respect  of the  laws  on
         insolvency or bankruptcy or if any process  according to all such laws
         is launched against the licensor;

b)       If a trustee,  receiver or any other person having  similar  powers is
         named to take  responsibility for any or part of the assets or affairs
         of the licensor;

c)       the dissolution or liquidation,  voluntary or forced, of the licensor;
         or

d)       if a final  judgment of a competent  court is against the licensor and
         if this  judgement  is not  satisfied  in a period of thirty (30) days
         from the date on which the judgement became enforceable;

e)       If the licensor makes a false representation to the licensee as to its
         activities;

f)       If the  licensor  fails to deliver the  technology  and the  technical
         assistance, as described beforehand.

         Procedure at the end of the agreement

1.       Continuance of certain obligations

         Notwithstanding  the annulment,  cancellation or expiry of the current
         agreement,  the  licensee  continues  to be  bound  by the  provisions
         concerning confidentiality,  intellectual property and the non-compete
         clauses of the current agreement

2.       License fees due

         The  annulment or expiry of the current  agreement  renders due at the
         latest  THIRTY (30) days after the date of the annulment or the expiry
         of the  agreement  all sums payable for the current year in respect of
         section 7 of the current agreement.

         Cessation of the commercialization of the license

         In the  event of the  withdrawal  or the  expiry of the  license,  the
         licensee must immediately cease  commercializing  the license,  and on
         the failure of the licensee to conform,  the licensor may resort to an
         injunction to have the use of the technology stopped.

         Provisions relating to inoperative kiosks on the protected territory

         The licensee undertakes to remove,  disconnect or disengage at its own
         cost and on the demand of the licensor all  inoperative  kiosks on the
         protected  territory,  property  of  the  licensee  or of  one  of the
         sub-licensees.  The used  kiosks may be  eventually  recycled in other
         protected  territories,  The licensor does not have any  obligation to
         recover  the   inoperative   kiosks  and  the  licensee  has  complete
         responsibility to dispose of them in an appropriate manner, that is to
         say, to destroy them or to recycle them, in such as way that they lose
         their former attributes.

         Bankruptcy

         In all  cases in the  event of the  bankruptcy  of the  licensee,  the
         contract will be  automatically  terminated and all the rights will be
         ipso facto retro-ceded to the licensor without any legal intervention.

14.0     DURATION

         Initial duration of 10 years

         This agreement will be in effect for a period of TEN (10) years,  from
         the date of  signature.  At the end of the first TEN (10) year period,
         the current  agreement  may be renewed for an addition TEN (10) years,
         under terms and conditions described in the paragraph below.

         Renewal

         At least ONE HUNDRED  AND EIGHTY  DAYS (180)  before the expiry of the
         first  period of TEN (10)  years,  the  licensor  will  forward to the
         licensee a draft of the contract  then being  proposed by the licensor
         (hereafter in this article called the "new contract")  granting on its
         signing the right to commercialize  the technology but with provisions
         which may be completely different than those in the current agreement.

         If the licensee is satisfied  with the content of the "new  contract,"
         he may sign the said agreement for a period of TEN (10) YEARS.

         The  provisions  of this  paragraph  apply on the  condition  that the
         licensee has fulfilled all its  responsibilities and obligations under
         the current agreement.

15.0     EFFECTIVE DATE

         The current  agreement  goes into effect on the date of the signing by
         the parties to this agreement.

16.0     RANGE OF THE AGREEMENT

         The current  agreement  binds and is enforceable not only with respect
         to the parties and the  intervening  parties but also with  respect to
         their legal representatives.

         IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED IN MONTREAL
         (3) COPIES, THIS 4 DAY OF THE MONTH OF MAY 2000.

         The Licensor


         By:/s/ J. Michel de Montigny
                J. Michel de Montigny


         The Licensee



         By: /s/ Yves Lebel
                 Yves Lebel