This Agreement,  which is effective May 11, 2000 is between Dream  Technologies,
LLC, a Delaware limited liability company (Dream),  MedCard Management  Systems,
Inc., a New York corporation (MedCard) and MedCom USA, Incorporated,  a Delaware
corporation (MedCom).

1. This Agreement is a modification to the Exclusive License Agreement (License)
   between the above parties dated November 10, 1998.
2.   The original  Exclusive  License  Agreement was between Dream,  MedCard and
     Sims  Communications,  Inc.  (Sims).  Sims changed its named to MedCom USA,
     Incorporated in October 1999.
3. Dream  owns all  right,  title and  interest  in all  computer  programs  and
   associated documentation (the Programs) as identified in the License.
4.   Dream  desires  to sell and  MedCom  desires  to  purchase  all  rights and
     interests to the Programs.
5. As part of this  transaction,  Dream and MedCard hereby assign all contracts,
   licenses and agreements  pertaining to the use, sale, marketing and operation
   of the MedCard System to MedCom,  including but not limited to all agreements
   with independent sales organizations,  (i.e. Concord EFS), all agreements for
   the  processing of claims and benefits  (i.e.  Envoy and NDC),  all marketing
   agreements and all other pertinent agreements.
6. MedCard  and Dream  hereby  assign  all  rights  and  ownership  to all other
   properties  covered  under the  License,  including,  but not  limited to all
   trademarks,  trade names, trade secrets,  know-how and all other confidential
   information.
7. MedCom shall pay to Dream 100,000 shares of its restricted common stock and a
   three-year  warrant to purchase  400,000  shares of its common stock at $3.57
   per share, in consideration for transferring all rights of ownership referred
   to above.
8. The royalty provisions  (Section 10) of the License shall remain in force for
   the same  duration  as they would  have had the  license  continued  to be in
   effect, except for Paragraph 10.7 which is hereby rescinded. .
9.   MedCom agrees to offer standard employment agreements to Mr. Ronald Pizzolo
     and Mr. Anthony  Pizzolo to provide at least the same level of compensation
     for at least the same term as required under Paragraph 10.8 of the License.
     Paragraph 10.8 is thereafter rescinded.
10.  All  indemnifications,  representations  and  warranties in the License are
     hereby reaffirmed and shall remain in full force and effect.
11.  This Agreement  supersedes the Exclusive License Agreement  Amendment dated
     April 28, 2000. That Agreement is considered to be null and void.
12.  All of the  provisions of Paragraph 14.2 of the License  (jurisdiction  and
     disputes) shall apply to this Agreement.
13.Each of the  parties  to this  Agreement  acknowledge  that  they  each  have
   carefully read and reviewed this  Agreement,  with their legal counsel to the
   extent  they  considered  necessary,  and  therefore  agree  that the rule of
   construction  that ambiguities  shall be construed against the drafter of the
   document shall not be applicable.

In witness  whereof,  the parties  hereto have executed this Agreement as of the
date shown above:

MedCom USA Incorporated:            Dream Technologies, LLC and
                                    MedCard Mangement Systems, Inc.



      Michael Malet                 Ronald Pizzolo


      Date                          Date


                                    Anthony Pizzolo

                                    Date