Software Licensing Agreement

WHEREAS, Abacus Systems Ltd, of 44 Church Road, Hamilton, Bermuda, ('Abacus')
has developed at its own cost and expense, valuable intellectual and proprietary
software products and User Guides which are known as:

     Software
            CheckMy Banking 2000
            CheckMY Loans 2000
            CheckMy Mortgage 2000

            CheckMy Banking Deluxe 2000
            CheckMY Loans Deluxe 2000
            CheckMy Mortgage Deluxe 2000

            CheckMy Banking 2000 User Guide
            CheckMY Loans 2000 User Guide
            CheckMy Mortgage 2000 User Guide

     User Guides
            Easy Learning Guide to CheckMy Banking
            Easy Learning Guide to CheckMy Loans
            Easy Learning Guide to CheckMy Mortgage

NOW: These Products are hereby licensed on the following terms to Millennium
Software, Inc., 2950 East Flamingo Road, Suite G, Las Vegas, Nevada 89121,
United States.

In the following License, Products refers to CheckMy 2000 Software and User
Guides, CheckMy 2000 Software refers to CheckMy 2000 Products which operate on
personal computer systems and CheckMy 2000 User Guides refer to CheckMy 2000
written documentation.

The License as amended consists of 3 (three) pages.

LICENSE
1. The License.

1.1 An exclusive worldwide license (the 'License') is hereby to Millennium
Software, Inc., ('Millennium') to copy, duplicate, sell, distribute, and sub-
license the Products, which includes the right of Millennium to sub-license
third party distributors to reproduce and distribute the Products by electronic
download and in physical CD-ROM form.

2. Royalties and Fees.

2.1 Millennium hereby acknowledges that full ownership title to the Products
 belongs to Abacus.
2.2 Millennium agrees to pay Abacus royalties (herein referred to as
'Royalties') and fee payments ('Fees') based on Net Sales Revenues earned
by Millennium from sale of the Products on the following basis:
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2.2.1. A 10% Royalty of the Net Sales Revenues of CheckMy 2000 Software.

2.2.2. A 10% Royalty of the Net Sales Revenues of CheckMy 2000 Easy Learning
Guides.

2.2.3. A 5% Fee based on Net Sales Revenues of Products for the provision of
technical support for all Products supplied by Abacus.

Net Sales Revenues for the purposed of calculating and determining Royalties and
Fees for the duration of this license will be sales revenues received by
Millennium from the sale of Products, before distributor discounts, less full
provision for credits provided for returned Products and provision for bad debts
which remain unrecovered after 12 months.

3. Payment of Royalties and Fees.

Royalties and Fees due to Abacus by Millennium under the provisions of this
License will be paid not later than 30 days after the end of each quarterly
period commencing January 1st, 2000.

4. Accounting for Royalties and Fees.

Millennium will provide Abacus with a full accounting of Net Sales Revenues each
month and each quarterly period.

5. Obligations of Abacus.

5.1 Abacus agrees to provide Millennium with the source codes and machine
readable codes of the CheckMy 2000 Software.
5.2 Abacus agrees to provide Millennium with original versions of Easy Learning
Guides for duplication.
5.4 Abacus agrees to provide continuing technical support for the Products.

6. Rights to examine company records

Abacus, and its representatives, are granted unrestricted rights under this
License agreement to inspect the books, records and accounts of Millennium on
demand, to establish a correct accounting for Royalties and fees due to Abacus.

7. ConfidentialityMillennium by signing this License, agrees to keep
confidential, all proprietary knowledge acquired about the Products, promises
not to divulge any such knowledge to any third party unless prior written
consent of Abacus and its representatives is provided. Failure to abide by these
confidentiality rules will cause an immediate cancellation of the License.

8. Termination of License

8.1 Abacus may terminate the License, at its sole discretion, if Royalty and Fee
payments due to Abacus, or any part thereof, become 120 days or more overdue.

8.2 Abacus may terminate the License, at its sole discretion, if management
control of Millennium changes from the current arrangements.

8.3 Millennium may terminate the License, at its sole discretion, by giving 120
days written notice to Abacus.

8.4 The License will be terminated immediately upon written notice by Abacus if
the confidentiality provisions contained in section 7 are breached by
Millennium.

8.5 On termination of the License, Millennium will return to Abacus all source
codes, CD-R duplication disks, all CD-ROM copies of CheckMy 2000 Software
together with all copies of the Learning Guides in its possession, and all other
materials associated with the Products.

The effective commencement date of the License is 8th December, 1999, amended on
1st May 2000.

Signed by Abacus Systems, Ltd.          Signed by Millennium Software, Inc.

/s/ Anthony Bigwood                         /s/ Anthony Bigwood
 A.M. Bigwood/Director                      A.M. Bigwood/President
8th of December, 1999                         8th of December, 1999
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