EXHIBIT  10.1

                          TECHNOLOGY LICENSE AGREEMENT


     THIS  TECHNOLOGY  LICENSE  AGREEMENT, including the Exhibits ("Agreement"),
effective  as of 23 April 2001 ("Effective Date"), is hereby made by and between
Imaginon,  Inc., a Delaware corporation, having principal offices at 1313 Laurel
Street, San Carlos, California 94070 ("Licensor") and Wireless Web Data, Inc., a
Delaware  corporation,  having principal offices at 1313 Laurel Street, Suite 4,
San  Carlos,  California  94070  ("Licensee").

                                    RECITALS

     A.     Licensor is in the business of developing Licensed Technology, which
is  embodied  in  hardware  and/or  software  for narrowband networks, broadband
networks,  and  interactive  computer-based  applications.

     B.     Licensor  has  developed  an Internet search engine ("WebZinger"), a
proof  of  concept  of  a  search  agent  ("Vizario"),  and  the  engineering
specifications  for  Vizario  for  use  in  its  interactive  video application,
"ImaginVideo, also known as "ImOn.comTV", more specifically described in Exhibit
                                                                         -------
A  attached  hereto  and  incorporated  herein  by  reference.
-

     C.     Licensee  desires to obtain an exclusive license the wireless device
and  wireless  Internet applications of WebZinger and Vizario as set forth below
and Licensor desires to grant such license on the terms and conditions set forth
below

                                    AGREEMENT

     For  good  and valuable consideration, the receipt and sufficiency of which
is  hereby  acknowledged,  the  parties  agree  as  follows:

1.   DEFINITIONS
     -----------

     1.1     "Documentation"  shall mean written materials or graphic files that
              -------------
are displayed or printed and that relate to and support the Licensed Technology.

     1.2     "Licensed Product" shall mean any product developed and licensed or
              ----------------
sold  which  incorporates  the Licensed Technology or any part thereof. Licensed
Technology


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     1.3     "Licensed  Technology"  shall mean Licensor's proprietary WebZinger
             ----------------------
and  Vizario  software,  technology,  Documentation  and  intellectual  property
including  but  not  limited  to  patents,  copyrights,  trade secrets and other
intellectual  property  rights  related  to WebZinger and Vizario.  The Licensed
Technology does not include any upgrades, new versions or releases, enhancements
or updates to the Licensed Technology developed by Licensor, unless agreed to by
the  Licensor  at  its  sole  discretion.

2.   OWNERSHIP;  GRANT  OF  RIGHTS
     -----------------------------

     2.1     Ownership.  Licensor  shall  own  all right, title, and interest in
             ---------
the Licensed Technology, Licensee shall own all right, title and interest in any
modifications,  improvements  or enhancements to the Licensed Technology made or
conceived  by  Licensee.

2.2     License Grant. Licensor hereby grants Licensee an exclusive, world-wide,
        -------------
perpetual  right  and  license,  subject to the limitations contained herein, to
use,  reproduce,  distribute directly and indirectly, modify and make derivative
works  of  the  Licensed  Technology  for  wireless device and wireless Internet
applications  other  than  the  Internet  television  applications  pursued  by
Licensor.

     2.3     Documentation.  Licensor  agrees  to provide Licensee copies of the
             -------------
Documentation  in  a  mutually  agreed  upon  electronic  format.

     2.4     Delivery  of  Masters.  Pursuant  to  the  license set forth above,
             ---------------------
Licensor  shall  provide Licensee two sets of masters for WebZinger, the Vizario
Engineering  Specification  and the Vizario Proof of Concept.  The masters shall
be  in  machine  readable,  binary  form and will include WebZinger, the Vizario
Proof of Concept and the Documentation. The masters shall be shipped to Licensee
within  five  (5)  business  days  after  the  execution of this Agreement or as
otherwise  agreed  by  the  parties.

3.   RESTRICTIONS  ON  LICENSEE
     --------------------------

     3.1     End  User  Restriction.  Licensee  shall,  and  shall  require  its
             ----------------------
distributors and resellers to, include an end user license with each copy of the
Licensed Product distributed to an end user.  Licensee agrees to promptly notify
Licensor  of  any  breach  of  the end user license with respect to the Licensed
Product,  and further agrees that it will vigilantly pursue any third parties in
breach  of  such  license.

     3.2     No  Reverse  Engineering.  Licensee  shall  not  reverse  assemble,
             ------------------------
de-compile,  or  reverse  engineer  the  Licensed Technology or any part thereof
except  as  specifically  authorized  in  writing  by  Licensor.

     3.3     Licensing  to  U.S. Government.  Licensee shall not market, sell or
             ------------------------------
otherwise  convey the Licensed Technology to the United States Government or any
foreign  government  without  Licensor's  prior  written  consent.  If  Licensor
provides  such  consent,  Licensee  shall  identify  or  mark  any copies of the
Licensed  Technology  and  Documentation provided pursuant to any agreement with
the  United  States  Government or any contractor therefor, as follows:  (i) For
acquisition  by  or  on  behalf  of  civilian  agencies,  as necessary to obtain
protection  substantially  equivalent  to  that  afforded to restricted computer
Licensed  Technology  and related documentation developed at private expenses no
part  of  which was developed with government funds and provided with Restricted
Rights  in  accordance  with  subparagraphs  (a)  through (d) of the "Commercial
Computer  Licensed Technology - Restricted Rights" clause at 48 C.F.R. 52.227-19
of  the  Federal  Acquisition  Regulations  and  its  successors;  or  (ii)  for
acquisition  by  or  on  behalf of units of the Department of Defense ("DOD") as
necessary  to  obtain  protection  substantially  equivalent to that afforded to
commercial  computer  Licensed Technology and related documentation developed at
private  expenses  and  provided  with  Restricted  Rights as defined in DOD FAR
Supplement  48  C.F.R.  52.227-7013(c)(1)(ii)  and  its  successors.


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     3.4     Copyright  Notices.  Licensee  shall  ensure that all copies of the
             ------------------
Licensed  Technology  in  Licensee's possession or control incorporate copyright
and other proprietary notices in the same manner that Licensor incorporates such
notices  in  the Licensed Technology or in any manner is reasonably requested by
Licensor.  Licensee shall promptly notify Licensor in writing upon its discovery
of  any  unauthorized  use  of  the Licensed Technology or infringement thereof.
Licensee  shall  not  license  the  Licensed  Technology  to  any third party if
Licensor  has  notified  Licensee  that  such  third  party  may  be involved in
potential  unauthorized  use  of  the Licensed Technology or any part thereof or
other  infringement  of  Licensor's  proprietary  rights  hereunder.

4.   FEES  AND  PAYMENT
     ------------------

     4.1     Payment  Terms.
             ---------------

          (a)     Subject  to  the  terms  and  conditions  of  this  Agreement,
Licensee  shall  pay  Licensor  the  license  fees  in the amount of Two Million
Dollars  ($2,000,000).  The  first  payment  of  Five  Hundred  Thousand Dollars
($500,000)  shall  be  due  and  payable  upon  the  delivery by licensor of the
Licensed Technology.  Thereafter, Licensee shall make quarterly payments of Five
Hundred  Thousand  Dollars  ($500,000)  until  paid.

          (b)     Licensee  shall  be  obligated  to  pay  all  license fees and
royalties,  if  any,  with  respect  to  any  third party proprietary rights and
technologies which are required for the exercise of Licensee's rights under this
Agreement.

     4.2     Taxes.  The amounts paid pursuant to this Agreement are not subject
             -----
to  sales  and  use  tax.  Licensee  shall  provide  Licensor  with satisfactory
documentation  (including  but  not  limited  to  resale  exemption  or  other
certificates)  supporting  such status. Licensee shall be solely responsible for
payment  of  any  and  all  international,  federal,  state and local sales, use
value-added and excise taxes, any other taxes or duties or any nature whatsoever
assessed  upon  or with respect to the Licensed Technology and Licensed Products
provided  and  licensed  under  this  Agreement,  or otherwise arising from this
Agreement  and  the  transactions  contemplated hereby, except that items of tax
based  in  whole  or  in  part  on  Licensor's  net  income.

5.   SUPPORT
     -------


     5.1     Support  Services.  Unless  otherwise  agreed  in writing, Licensee
             -----------------
will  provide  all  customer  support for the Licensed Products.  Licensor shall
provide such development, engineering or other assistance as may be requested by
Licensee.  Upon  the  request of Licensee for such assistance, the parties shall
execute  the  appropriate  consulting  or  service  agreement.

     5.2     Cooperation  of Licensee.  Licensee shall keep Licensor informed as
             ------------------------
to  any  problems  encountered  with the Licensed Technology and any resolutions
arrived  at  for those problems, and to communicate promptly to Licensor any and
all  modifications,  design  changes  or improvements of the Licensed Technology
suggested  by  any  customer,  employee,  or  agent.

6.   TRADEMARKS,  TRADE  NAMES
     -------------------------

     6.1     Trademarks. Licensor hereby grants to Licensee for the term of this
             ----------
Agreement, the right and license to use the trademarks "WebZinger" and "Vizario"
on  or  in  association with the Licensed Products.  It is understood and agreed
that this license shall pertain only to the trademarks "WebZinger" and "Vizario"
as  used  in  connection  with  the Licensed Products and does not extend to any
other  mark,  product,  or  service.

     6.2     Quality  Control.  Any  Licensed  Product affixing the WebZinger or
             ----------------
Vizario  trademarks  shall  be  of  at  least standard quality and shall meet or
exceed  any and all governmental and industry standards, regulations, guidelines
regarding  such  product.  Licensor  shall  have the right to inspect Licensee's
facility  and/or  any  Licensee  Product at any time upon forty-eight (48) hours
notice  for  compliance with this section 6.2. Licensee will present and promote
the  Licensee  Product(s) showing the trademarks "WebZinger" or "Vizario" fairly


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<PAGE>
and  in  compliance  with  all  federal,  state  and local laws, regulations and
ordinances.  Licensee  may  use the marks "WebZinger" or "Vizario" in Licensee's
advertising  and  promotional  media;  provided  (i) that Licensee conspicuously
indicates  in  each  such  medium that such trademarks are owned by Licensor and
(ii) that, as requested by Licensor from time to time, Licensee submits all such
media  to  Licensor  for  prior  approval and follows reasonable trademark usage
guidelines  communicated  by  Licensor.

7.   REPRESENTATIONS  AND  WARRANTIES
     --------------------------------

     THE  LICENSED  TECHNOLOGY  FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN
"AS  IS"  BASIS,  WITHOUT  ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR
STATUTORY;  INCLUDING,  WITHOUT  LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE,
NONINFRINGEMENT,  MERCHANTABILITY  OR  FITNESS FOR A PARTICULAR PURPOSE. NOR ARE
THERE  ANY  WARRANTIES  CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR
TRADE  USAGE.  LICENSOR  DOES NOT WARRANT THAT THE LICENSED TECHNOLOGY WILL MEET
LICENSEE'S  NEEDS  OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE LICENSED
TECHNOLOGY  WILL  BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE
AN  ESSENTIAL  PART  OF  THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE
FEES  CHARGED  FOR  THE  LICENSED  TECHNOLOGY.

     7.2     Representations  and  Warranties  of  Licensee.  Licensee  hereby
             ----------------------------------------------
warrants  and  represents  to Licensor that Licensee has the full power to enter
into  this  Agreement  and  to  carry  out its obligations under this Agreement.

8.   INDEMNIFICATION
     ---------------

     8.1     Indemnification  by  Licensor
             -----------------------------

          (a)     Licensor  shall  defend,  indemnify and hold harmless Licensee
and  its  officers,  directors,  employees,  shareholders,  customers,  agents,
successors  and assigns from and against any and all loss, damage, settlement or
expense (including legal expenses), as incurred, resulting from, or arising out,
of  (i)  any third party claim which alleges that the Licensed Technology or the
use  or  distribution  thereof in connection with the Licensed Product infringes
upon,  misappropriates  or  violates  any  United States patents, copyrights, or
registered  trademarks of persons, firms or entities who are not parties to this
Agreement;  or (ii) any breach of this Agreement by Licensor.  As a condition to
such  defense  and  indemnification,  Licensee will provide Licensor with prompt
written  notice  of  the  claim  and  permit  Licensor  to  control the defense,
settlement,  adjustment  or  compromise  of  any such claim. Licensee may employ
counsel  at  its  own  expense  to  assist  it  with  respect to any such claim;
provided,  however,  that  if such counsel is necessary because of a conflict of
interest  of  either Licensor or its counsel or because Licensor does not assume
control, Licensor will bear the expense of such counsel.  Licensee shall have no
authority  to  settle  any  claim  on  behalf  of  Licensor.

          (b)     Licensor  shall  have  no obligation under subsections (a) and
(b)  above  to  the extent any claim of infringement or misappropriation results
from (i) use of the Licensed Technology in combination with the Licensee Product
or  any other product, end item, or subassembly, or (ii) use or incorporation in
the  Licensed  Technology of any design, technique or specification furnished by
Licensee,  if the infringement would not have occurred but for such combination,
incorporation  or  use.  Licensor  shall not be liable hereunder for enhanced or
punitive  damages which could have been avoided or reduced by actions within the
control  of  Licensee.

          (c)     THE  FOREGOING PROVISIONS OF THIS SECTION 8.1 STATE THE ENTIRE
LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH
RESPECT  TO  ANY  VIOLATION  OR  INFRINGEMENT  OF ANY ALLEGED PATENT, COPYRIGHT,
TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT IN THE LICENSED TECHNOLOGY OR ANY
PART  THEREOF.


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<PAGE>
     8.2     Indemnification  by  Licensee.
             -----------------------------

          (a)     Licensee  shall  defend,  indemnify and hold harmless Licensor
and  its  officers,  directors,  employees,  shareholders,  customers,  agents,
successors  and assigns from and against any and all loss, damage, settlement or
expense  (including legal expenses), as incurred, resulting from, or arising out
of  (i)  any  breach of this Agreement; (ii) any third party claim which alleges
that  the Licensee Product incorporating the Licensed Technology infringes upon,
misappropriates or violates any United States patents, copyrights, or registered
trademarks  of  persons, firms or entities who are not parties to this Agreement
where  such  unlawful  activity  is  completely  independent  of  the  Licensed
Technology;  and (iii) any claim of product liability in any way relating to the
Licensed Product (iv) any claim relating to negligence, misrepresentation, error
or  omission by Licensee, its representatives, distributors, or other resellers,
or  failure  to pay required taxes due under this Agreement;  (v) Licensee shall
be responsible for any warranties it makes to end users beyond the scope of this
Agreement;  and  (vi)  for  any levy made pursuant to any transaction under this
Agreement in the nature of customs duties, value added tax (VAT), national sales
tax,  or  any  similar  tariffs  and  fees.

          (b)      As  a condition to such defense and indemnification, Licensor
will  provide  Licensee  with  prompt  written  notice  of  the claim and permit
Licensee  to  control  the  defense, settlement, adjustment or compromise of any
such  claim.  Licensor  may  employ counsel at its own expense to assist it with
respect  to any such claim; provided, however, that if such counsel is necessary
because  of  a conflict of interest of either Licensee or its counsel or because
Licensee  does  not  assume  control,  Licensee  will  bear  the expense of such
counsel.  Licensor  shall  have  no  authority  to settle any claim on behalf of
Licensee.

9.   CONFIDENTIALITY
     ---------------

     9.1     Agreement  as  Confidential  Information.  Except  as  otherwise
             ----------------------------------------
required  by  law,  the  parties  shall  treat  the terms and conditions of this
Agreement  as  Confidential  Information.  Each  party  shall obtain the other's
consent  prior  to  any  publication, presentation, public announcement or press
release  concerning  the  existence  or  terms and conditions of this Agreement.

     9.2     Confidential  information.  "Confidential  Information"  means  all
             --------------------------
information  identified  in  written  or  oral format by the Disclosing Party as
confidential, trade secret or proprietary information, and, if disclosed orally,
summarized  in written format within thirty (30) days of disclosure. "Disclosing
Party"  is  the  party disclosing Confidential Information. "Receiving Party" is
the  party  receiving  Confidential  Information.  The Receiving Party shall not
disclose  the  Confidential Information to any third party other than persons in
the  direct  employ of the Receiving Party who have a need to have access to and
knowledge  of  the  Confidential  Information  solely for the purpose authorized
above.  Each  party shall take appropriate measures by instruction and agreement
prior  to  disclosure  to  such  employees to assure against unauthorized use or
disclosure.  The  Receiving  Party  shall  have  no  obligation  with respect to
information  which (i) was rightfully in possession of or known to the Receiving
Party  without  any obligation of confidentiality prior to receiving it from the
Disclosing  Party;  (ii)  is,  or  subsequently  becomes,  legally  and publicly
available  without breach of this Agreement; (iii) is rightfully obtained by the
Receiving  Party  from  a  source  other  than  the Disclosing Party without any
obligation  of confidentiality; (iv) is disclosed by the Receiving Party under a
valid order created by a court or government agency, provided that the Receiving
Party  provides  prior written notice to the Disclosing Party of such obligation
and  the  opportunity  to  oppose  such  disclosure.  Upon written demand of the
Disclosing  Party,  the  Receiving  Party  shall  cease  using  the Confidential
Information  and  return  the  Confidential Information and all copies, notes or
extracts  thereof  to  the  Disclosing Party within seven (7) days of receipt of
notice.   Confidential Information shall be held as confidential during the term
hereof  and  for  a  period  of  two  years after termination of this Agreement.


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<PAGE>
10.  LIMITATION  OF  LIABILITY
     -------------------------

     EXCEPT  AS  PROVIDED  UNDER SECTION 8 AND BREACH OF THE PARTIES' RESPECTIVE
CONFIDENTIALITY  OBLIGATION  UNDER SECTION 9, UNDER NO CIRCUMSTANCES WILL EITHER
PARTY BE LIABLE TO THE OTHER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR
OTHER  LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR
LOST  PROFITS  IN  CONNECTION  WITH  THE  SUBJECT  MATTER  OF  THIS  AGREEMENT.

11.  TERMINATION
     -----------

     11.1     Termination for Cause.  This Agreement may be terminated by either
              ---------------------
party  for  cause  immediately upon the occurrence of and in accordance with the
following:

          (a)     Insolvency  Event.  Either  may  terminate  this  Agreement by
                  -----------------
delivering  written  notice to the other party upon the occurrence of any of the
following  events: (i) a receiver is appointed for either party or its property;
(ii)  either  makes a general assignment for the benefit of its creditors; (iii)
either  party  commences,  or  has  commenced  against it, proceedings under any
bankruptcy,  insolvency  or  debtor's  relief  law,  which  proceedings  are not
dismissed  within  sixty  (60)  days;  or  (iv)  either  party  is liquidated or
dissolved.

          (b)     Default.  Either  party may terminate this Agreement effective
                  -------
upon  written  notice  to  the  other  if the other party violates any covenant,
agreement,  representation  or warranty contained herein in any material respect
or  defaults  or fails to perform any of its obligations or agreements hereunder
in any material respect, which violation, default or failure is not cured within
sixty  (60)  days after notice thereof from the non-defaulting party stating its
intention  to  terminate  this  Agreement  by  reason  thereof.

     11.2     Survival;  Support  After  Termination.  Sections  8, 9 and 10 and
              --------------------------------------
shall  survive termination or expiration of this Agreement.  Furthermore, in the
event  of  any  termination  or  expiration  of  this Agreement (i) all end-user
licenses  shall  remain  in  effect;  (ii)  Licensor  shall  continue to provide
maintenance support to Licensee as set forth in Exhibit C; and (iii) no licenses
                                                ---------
shall  be implied from this Agreement or the conduct of the parties with respect
thereto.

     11.3     Return  of  Materials.  Within  thirty  (30)  days  after  the
              ---------------------
termination  or  expiration  of  this  Agreement,  Licensee will return, or with
Licensor's  consent,  destroy all sets of Licensed Technology masters, all other
copies  of  the  Licensed Technology, all Documentation, Proprietary Information
and  other  materials  delivered or furnished by Licensor to Licensee.  Licensee
will  not  make  or  retain  any copies of any confidential items or information
delivered  to  it.  Effective  upon  the  termination  or  expiration  of  this
Agreement, Licensee will immediately cease all use or trademarks and trade names
of  Licensor  as  provided  in  Section  6.

12.  MISCELLANEOUS
     -------------

     12.1     Force  Majeure.  Neither  party  shall  be liable to the other for
              --------------
delays  or  failures  in performance resulting from causes beyond the reasonable
control  of  that  party,  including,  but  not  limited  to, acts of God, labor
disputes  or  disturbances, material shortages or rationing, riots, acts of war,
governmental  regulations,  communication  or  utility  failures, or casualties.

     12..2   Compliance  with Laws. Each party warrants that, to its knowledge,
             ---------------------
its  compliance with the terms and conditions of this Agreement will not violate
any  Federal,  state  or  local laws, regulations or ordinances now or hereafter
enacted  or any third party agreements, including but not limited to the Foreign
Corrupt  Practices  Act,  15 USC Sec.78 or successor statute.  Upon request of a
party,  the  other party shall issue certificates certifying compliance with any
of  the  aforementioned  laws, regulations or ordinances as may be applicable to
the  Licensed  Technology  and/or  services  being  furnished  hereunder.


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<PAGE>
     12..3   Import  and  Export.  Licensor shall provide all information under
             -------------------
its  control  which  is necessary or useful for Licensee to obtain any export or
import  licenses  required  for  Licensee  to  ship  or  receive  the  Licensed
Technology,  including,  but  not  limited  to,  certificates of origin, (NAFTA,
etc.),  manufacturer's  affidavits,  Buy America qualification, and U.S. Federal
Communications  Commissions identifier, if applicable. This information is to be
provided  within  ten  (10)  business  days  of  Licensee's  request.

     12.4     Relationship  of Parties.  The parties are independent contractors
              ------------------------
under  this  Agreement  and  no  other  relationship  is  intended,  including a
partnership,  franchise,  joint  venture,  agency, employer/employee, fiduciary,
master/servant relationship, or other special relationship.  Neither party shall
act  in  a  manner  which expresses or implies a relationship other than that of
independent  contractor,  nor  bind  the  other  party.

     12..5   No  Third  Party  Beneficiaries.  Unless  otherwise  expressly
             -------------------------------
provided,  no provisions of this Agreement are intended or shall be construed to
confer upon or give to any person or entity other than Licensor and Licensee any
rights,  remedies  or  other  benefits  under  or  by  reason of this Agreement.

     12.6     Equitable  Relief.  Each  party  acknowledges that a breach by the
              ------------------
other  party  of  any  confidentiality  or  proprietary rights provision of this
Agreement  may  cause  the non-breaching party irreparable damage, for which the
award  of  damages  would  not  be  adequate  compensation.  Consequently,  the
non-breaching  party  may institute an action to enjoin the breaching party from
any  and  all  acts  in  violation  of  those  provisions, which remedy shall be
cumulative  and  not exclusive, and the parties hereby each consent to the entry
of  an injunction by any court of competent jurisdiction enjoining any breach or
threatened  breach of those provisions, in addition to any other relief to which
the  non-breaching  party  may  be  entitled  at  law  or  in  equity.

     12.7     Attorneys'  Fees.  In  addition  to  any other relief awarded, the
              ----------------
prevailing  party  in any action arising out of this Agreement shall be entitled
to  its  attorneys'  fees  and  costs.

     12.8     Notices.  Any  notice  required or permitted to be given by either
              -------
party under this Agreement shall be in writing and shall be personally delivered
or  sent  by  a  reputable overnight mail service (e.g., Federal Express), or by
first  class  mail (certified or registered), or by facsimile confirmed by first
class mail (registered or certified), to the Project Manager of the other party.
Notices  will  be  deemed  effective  (i)  three (3) working days after deposit,
postage  prepaid,  if  mailed,  (ii)  the next day if sent by overnight mail, or
(iii)  the  same  day  if  sent  by  facsimile and confirmed as set forth above.

     12..9   Assignment.  Licensee  may  not  assign its rights or delegate its
             ----------
obligations  hereunder,  either in whole or in part, whether by operation of law
or  otherwise,  without  the  prior  written consent of Licensor.  Any attempted
assignment  or  delegation without Licensor's written consent will be void.  The
rights  and  liabilities of the parties under this Agreement will bind and inure
to the benefit of the parties' respective successors and permitted assigns.  For
purposes  of  this  Section,  a  fifty  percent  (50%)  change  in control shall
constitute  an  assignment.

     12.10     Waiver  and Modification.  Failure by either party to enforce any
               ------------------------
provision of this Agreement will not be deemed a waiver of future enforcement of
that or any other provision.  Any waiver, amendment or other modification of any
provision  of  this Agreement will be effective only if in writing and signed by
the  parties.

     12.11     Severability.  If  for  any  reason  a  court  of  competent
               ------------
jurisdiction  finds  any  provision  of this Agreement to be unenforceable, that
provision of the Agreement will be enforced to the maximum extent permissible so
as to effect the intent of the parties, and the remainder of this Agreement will
continue  in  full  force  and  effect.

     12.12     Controlling  Law,  Jurisdiction  and Arbitration.  This Agreement
               ------------------------------------------------
and  any  action  related thereto shall be governed, controlled, interpreted and
defined  by and under the laws of the State of California and the United States,
without  regard  to  the  conflicts  of  laws provisions thereof. In the event a
dispute  of  any  kind  or  nature  arises  under  this Agreement, any documents
executed  in  connection  with  this  Agreement,  or any matters related to this


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<PAGE>
Agreement,  the  parties  shall,  within  ninety (90) days of the receipt by the
other  party of a demand for arbitration, select a mutually agreeable arbitrator
and  submit  the dispute to such arbitrator for binding arbitration, through the
nearest  American  Arbitration Association Regional Office, under the Commercial
Arbitration  Rules  of the American Arbitration Association.  If the parties are
unable  to  agree  upon  an  arbitrator,  the  arbitrator  shall be appointed in
accordance  with  the  rules  and  procedures  of  the  American  Arbitration
Association.  The fees for the arbitration proceedings shall be forwarded by the
party  demanding  arbitration.  However,  the  arbitration  fee shall be paid or
reimbursed  by  the  non-prevailing  party, as determined by the arbitrator, who
shall  also award appropriate attorneys' fees and costs to the prevailing party.
The  parties  hereto  consent  to  the  exclusive  jurisdiction  of the American
Arbitration  Association.  Any  arbitration shall take place in San Mateo County
and  any  award  may  be  enforced in the Superior Court of California San Mateo
County,  California  or  the  Federal  District  Court  Northern  District  of
California.  The  parties waive any objections they may have to the jurisdiction
and  venue  for  the  enforcement  of  any  award  in  such  courts.

     12.13     Headings.  Headings  used  in  this  Agreement  are  for  ease of
               --------
reference  only and shall not be used to interpret any aspect of this Agreement.

     12.14     Entire  Agreement.  This  Agreement, including all exhibits which
               -----------------
are  incorporated  herein by reference, constitutes the entire agreement between
the  parties  with  respect  to  the  subject  matter hereof, and supersedes and
replaces  all prior and contemporaneous understandings or agreements, written or
oral,  regarding  such  subject  matter.

     12.15     Counterparts.  This  Agreement  may  be  executed  in  two
               ------------
counterparts,  each  of  which  shall  be  an  original and together which shall
constitute  one  and  the  same  instrument.

     12.16     Basis  of  Bargain.  EACH  PARTY  RECOGNIZES  AND AGREES THAT THE
               ------------------
WARRANTY  DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE
MATERIAL  BARGAINED  FOR  BASES  OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN
INTO  ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH
PARTY  UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS
AGREEMENT.


13.  NOTIFICATION
     ------------

     13.1  Form  of  Notification.  Each  party  to this Agreement shall perform
           ----------------------
notification  of  the  other  by  courier  service or registered U.S. Mail.  Any
telephonic  facsimile notification shall be followed by written notification via
courier  service  or  U.S.  Mail.

     13.2  Addresses.  The  addresses for notification under this Agreement are:
           ----------

     David  M.  Schwartz                         James  A.  Newcomb
     Imaginon,  Inc.                             Wireless  Web  Data,  Inc.
     1313  Laurel  Street                        1313  Laurel  Street,  Suite 4
     San  Carlos,  CA  94070                     San  Carlos,  CA  94070
     Telephone:  650-596-9300                    Telephone:  650-596-9066
     Facsimile:  650-596-9350                    Facsimile:  650-596-7390


     IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Agreement by
persons  duly  authorized  as  of  the  date  and  year  first  above  written.


                                       48
<PAGE>
LICENSOR:                             LICENSEE:

IMAGINON,  INC.                       WIRELESS  WEB  DATA,  INC.

By: /s/ David  M.  Schwartz           By: /s/ James  A.  Newcomb
   --------------------------            --------------------------
Name:  David  M.  Schwartz            Name:  James  A.  Newcomb

Title:  Chief  Executive  Officer     Title:  Chief  Executive  Officer



TABLE  OF  EXHIBITS

EXHIBIT  A  -  WebZinger  and  Vizario  Descriptions


                                    EXHIBIT A

                                    WEBZINGER
                                    ---------

      WebZinger  has  three  components:

-     database  analysis
-     network  synthesis
-     real-time  adaptive  playback

The  source  database for the analysis can be any data file or set of data files
which may contain multiple classes of data, such as text, video or audio. In the
case  of  WebZinger,  the  source  database  is the entire World Wide Web, where
allowable  data  classes are images, movies, audio, text, HTML and Java applets.
During database analysis, filters based on selection criteria are used to screen
out irrelevant data and accept desirable data. The organization of the data with
respect  to  its  position  in  the  database  is  preserved.

     Network  synthesis  is  the  process  of  creating  a  "playable"  network
consisting  of  data  items  and  decision  points.  The  synthetic  network  is
hierarchical  and  tree-like  in  that  it  has  a  trunk,  branches and leaves.
Decision  nodes, which are the points within a network where an item resides, or
a  connection  is  made  to  an item in the network, connect the branches to the
trunk  and  the  leaves to the branches.  The distance from the trunk at which a
data  item  is  placed  out  on a branch is usually determined by its quality of
match  to  the  database analysis criteria. The network synthesis process can be
entirely  automatic  or  manually  guided.

     Real-time  playback  is the part of the Licensed Technology that most users
see.  The  desired  data  items  selected during database analysis and organized
within a synthetic network are played in real time, sequentially and seamlessly.
When  the  synthetic network contains solely digitized film clips, the resulting
playback  forms  an  interactive  movie.  If the network is populated with still
images,  such as Web pages, playback forms an interactive slide show.  A network
filled  with  text  pages is a hypertext electronic book, magazine or newspaper.
Synthetic  networks  can  be  layered  one  on  top  of  the  other,  with  live
cross-references.


                                       49
<PAGE>
                                     VIZARIO
                                     -------

Vizario  is personal agent software presently under development for facilitating
data acquisition, management and presentation in a wireless network environment,
or  in  a  hybrid  network combining wireless and wired devices.  The product is
intended  to  be  deployed  on  a network server.  Clients accessing the Vizario
server  for  the  first  time  will  be  required  to accept a small download of
software  to  enable  their wireless device or desktop PC.  Vizario will offer a
rich  feature  set,  including:

1.01     Web  and  enterprise  LAN  search  capability
1.02     Easy  user  customization  of  the  interface  and  operations
1.03     Menu,  icon  or  keyword-driven  search  initiation
1.04     Desktop  search  initiation  for  later retrieval on a hand-held device
1.05     Storage  of  search  results
1.06     Editing  of  search  results
1.07     Automatic  or  scheduled  updating  of  stored  search  results
1.08     On-the-fly  filtering  of  Web pages to maximize or minimize rich media
         content
1.09     On-the  fly  reformatting  of Web page text data for hand-held displays
1.10     Vertical  scrolling  text  column  display  of  retrieved  Web  pages
1.11     Audio  and  video  playback
1.12     Linear  or  structured  (branching)  playback  of  search  results
1.13     Telephone  number  extraction  from  Web  pages  for  auto-dialing
1.14     Majel  Barrett  (Star  Trek  computer's  voice)  for  annunciation
1.15     Voice  command  input  (uses  menu  text and icon names for navigation)
1.16     Bookmarks  list  for  rapid  access  to search reports from cell phones