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                                                                   EXHIBIT 10(i)

                      EXCLUSIVE SOFTWARE LICENSE AGREEMENT


This Agreement made the 15th day of March 1999.


BETWEEN:

                         ALASTAIR KNOTT
                         an individual
                         (The "Licensor")

AND:

                         AMERICAN TOY VENDING, INC.
                         a Corporation incorporated in the
                         State of Nevada
                         (The "Licensee")


WHEREAS:

This Software License Agreement (the Agreement) is made and entered into this
15th day of March, 1999 (the Effective Date) by and between Alastair Knott
(licensor) and American Toy Vending, Inc., a Nevada corporation (Licensee).


                                   1. RECITAL

       Whereas Licensor is the owner of, or has acquired the rights to, the
Licensed Programs and Documentation to skill crane control communications
software (the "Software or Programs or Products"); and

       Whereas Licensor desires to grant to Licensee and Licensee desires to
obtain from Licensor a exclusive license to use the Licensed Programs and
Documentation solely in accordance with the terms and on the conditions set
forth in this Agreement;

       This Agreement is entered in contemplation of the following facts,
circumstances and representations:

1.1    The parties desire to enter into an agreement whereby Licensor will
       provide Programs and Documentation so that Licensee may to use, modify,
       make derivations, market and sell the Licensed Programs and Licensed
       Documentation during the License term.

1.2    It is the intention of the parties that Alastair Knott ("Knott") shall be
       responsible for the programing marketing and technical support for the
       duration of the contract.

1.3    Licensee agrees to provide Licensor with certain funding for the License
       and technical support and as more specifically set forth herein.

1.4    Licensee agrees to the terms and conditions as more specifically set
       forth herein.


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1.5    The parties desire that all derivations of Licensor's copyrights that are
       developed by Licensee shall be the property of Licensor with Licensee
       being granted a limited license for its use pursuant to the terms of this
       Agreement.

1.6    The parties agree that new invention(s), copyright(s) and trade secret(s)
       that are developed with from the Licensed Programs which are not
       derivations of third party invention(s), copyright(s) or trade secret(s)
       will be owned by Licensor with Licensee being granted a limited license
       for its use pursuant to the terms of this Agreement with Licensor to be
       the owner of the invention(s), copyright(s) and/or trade secret(s).


NOW THEREFORE, in consideration of the premises and mutual promises, terms and
conditions and other good and valuable considerations, the parties do hereby
agree as follows:


                                 2. DEFINITIONS

2.1    "Designated System" shall mean a computer system under the physical and
       managerial control of the Licensee consisting of two or more processors
       locally interconnected by inter-processor bus cabling.

2.2    "Documentation" shall mean all specifications, manuals, documents,
       drawings, and other tangible materials pertaining to the Licensed
       Programs.

2.3.   "Modification" shall mean any changes, enhancements or modification to
       the Licensed Programs (other than Error Corrections) made by Licensee
       that add significant new functions or substantially improved performance
       by changes in system design or coding and related Documentation.

2.4    "Error" shall mean any failure of the Licensed Programs to conform in all
       material respects as represented, as the same may be amended or
       supplemented from time to time.

2.5    "Error Correction" shall mean either a software modification or addition
       that, when made or added to the Licensed Programs, or a procedure or
       routine that, when observed in the regular operation of the Licensed
       Programs, eliminates the practical adverse effect of an Error on the use
       of the licensed Programs.

2.6.   "Licensed Programs" shall mean the computer programs for the purpose of
       skill crane control communications software, which programs are to be
       supplied to Licensee in object code form only. For purposes of the
       Agreement, Licensed Programs shall also include any Enhancements or Error
       Corrections to the computer programs that Licensor may from time to time
       furnish to Licensee pursuant to this Agreement.

2.7    "Release" shall mean a new version of any of the Licensed Programs that
       Licensor markets independently of the Licensed Programs and which
       constitutes the next generation of the Licensed Programs.

2.8    "Confidential Information": shall mean that part of the Technical
       Information, whether written or oral which is:

       2.8.1  not publicly known, and


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       2.8.2  annotated as "confidential" or "proprietary." Any information
              which is not annotated as "confidential" or "proprietary" shall be
              deemed to be in the public domain. In addition, "Confidential
              Information" shall include information disclosed by either party
              to the other party in accordance with (Modifications and/or
              Improvements of Products);


                               3. GRANT OF RIGHTS

3.1    Licensor hereby grants, and Licensee hereby accepts, subject to the terms
       and conditions of this Agreement, an exclusive, license to use, modify,
       market and sell the Licensed Programs and Licensed Documentation during
       the License term (unless sooner terminated in accordance herewith), and
       to copy the Licensed Programs and/or documentation solely for the
       purposes expressly authorized under this paragraph and Section 4 of this
       Agreement. In addition, Licensor hereby grants to Licensee the right to
       use the Documentation only in connection with the use of the Licensed
       Programs as allowed hereunder. No right to use, copy, display, or print
       the Licensed Programs or Documentation, in whole or in part, is granted,
       except as expressly provided in this Agreement.


               4. LICENSOR'S WARRANTIES AND REPRESENTATIONS; TITLE

4.1    Licensor warrants and represents that it is the owner or licensee of the
       Licensed Programs and Documentation, that it has the right and authority
       to convey and grant the licenses set forth herein, and that Licensee's
       use of the Licensed Programs as contemplated in this Agreement will not
       infringe any party's proprietary rights in the United States. Licensee
       acknowledges that all copies of the Licensed Programs and Documentation
       and proprietary rights in and appurtenant thereto, including but not
       limited to copyright, patent, and trade secret rights, are and shall
       remain the sole property of Licensor, subject to the limited rights of
       use specifically granted Licensee hereunder.


                             5. TERMS AND CONDITIONS

5.1    Licensee will not copy all or any portion of the Licensed Programs other
       than as expressly allowed herein.

5.2    Licensee is authorized to use, copy, display, or print the Licensed
       Documentation, in whole or in part, as is reasonably needed to accomplish
       the stated purpose of this Agreement, to use, modify, market and sell the
       Licensed Programs and Licensed Documentation during the License term.

5.3    Licensee is authorized to use, copy, display, or print the Licensed
       Programs, in whole or in part, as is reasonably needed to accomplish the
       stated purpose of this Agreement, to use, modify, market and sell the
       Licensed Programs and Licensed Documentation during the License term.

5.4    Any copy made by Licensee shall be made only for the uses intended
       pursuant to this Agreement, notwithstanding and provisions of Section 117
       of the Copyright Act.

5.5    Licensee will not transfer or license the use of all or any portion of
       the Licensed Programs


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       to any third party or entity.

5.6    Licensee agrees to respect and not to remove, obliterate, or cancel from
       view any copyright, trademark, or confidentiality notice, mark, or legend
       appearing on any of the Licensed Programs or output generated by the
       Licensed Programs.

5.7    Licensee agrees not to modify, disassemble, or de-compile the Licensed
       Programs, or any portion thereof, or attempt to subvert the process by
       which the Licensed Programs are made operative only on the Designated
       Systems, if any.

5.8    Licensee hereby acknowledges and agrees that the Licensed Programs and
       Documentation constitute and contain valuable proprietary products and
       trade secrets of Licensor, embodying substantial creative efforts and
       confidential information, ideas, and expressions. Accordingly, Licensee
       agrees to treat (and take precautions to ensure that its employees treat)
       the Licensed Programs as confidential in accordance with the
       confidentiality requirements and conditions set forth in Section 10
       below.

5.9    Licensor shall require invention/copyright assignment agreements, in
       favor of Licensor, be executed by all Licensee personnel who work on the
       Licensed Programs

5.10   Licensee shall provide Licensor with satisfactory confidentially
       agreements executed by all Licensee personnel assigned to work with the
       Licensed programs, or those to whom the program will disclosed.

5.11   Licensee shall maintain accurate and complete records of the work
       accomplished under the Agreement. Such records shall include, but not be
       limited to: notebooks of activities of individual research personnel,
       computer programs and files, internal memos and correspondence, record
       books, accounts receivable and accounts payable. Such records, or copies
       thereof, shall be available to Licensor in full without any limitations,
       editing, or other restrictions or qualifications, upon reasonable written
       demand.


                                     6. TERM

6.1    The term of the license granted by Licensor is for a period of ten (10)
       years with automatic renewal each year thereafter, subject to written
       notification, sixty (60) days in advance to the renewal, by both parties
       of the undersigned, and commencing on the Effective Date of this
       Agreement (the initial License Term), unless sooner terminated in
       accordance herewith. The initial License Term and all Renewal Terms are
       collectively referred to herein as the License Term.

6.2    Termination for Cause. This Agreement may be terminated by a party of the
       undersigned, by serving written notice of termination to the other party,
       which shall become immediately effective upon the documented receipt of
       such notice of termination, after the occurrence of any of the following
       events, unless a mutual remedy is reached, by both parties of the
       undersigned in writing, to obviate the termination, within ninety (90)
       days from the date of receipt of the notice by a served party:

       6.2.1  A material breach or default as to any obligation, specified
              hereunder, by the Licensee or the Licensor, and the failure of the
              notified party to promptly pursue a reasonable remedy to cure such
              material breach or default; or


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       6.2.2  Termination on Acquisition. In the event of the direct or indirect
              taking over or assumption of control of Licensee or acquisition of
              all or substantially all of Licensee's assets by any third party,
              Licensor shall have the right to immediately terminate this
              Agreement at any time thereafter on giving written notice thereof
              to Licensee or its successor in interest.

       6.2.3  The filing of a petition in bankruptcy, insolvency or
              reorganization by the Licensee or the Licensor, or the Licensee or
              Licensor becoming the subject to a composition for creditors,
              whether by law or agreement, or the Licensee or the Licensor going
              into receivership or otherwise becoming insolvent; or

       6.2.4  In the event of liquidation, caused by insolvency, the Licensor
              and the Licensee hereunder agree to give the first right of
              refusal to acquire the liquidation properties of the other,
              subject to the rulings of the court on this matter.

6.3    After Termination or Expiry. The parties hereto agree to the following
       conditions, once this Agreement is terminated or expires:

       6.3.1  Terminate Usage of Products and Properties by Licensee. Licensee
              shall cease any use or practice of the Licensed Products and other
              products involving the Properties; and upon termination or
              expiration of this Agreement, all sub-licenses granted by Licensee
              during the term of this Agreement shall terminate. Licensee shall,
              at its own expense, return to Licensor all Confidential
              Information as soon as practicable after the date of such
              termination, including original documents, drawings, computer
              diskettes, models, samples, notes, reports, notebooks, letters,
              manuals, prints, memoranda and any copies which have been received
              by Licensee. All such Confidential Information shall remain the
              exclusive property of Licensor during the term of this Agreement
              and for five (5) years thereafter.

       6.3.2  Payment Obligations for Unpaid Consideration to Licensor. Upon
              termination of this Agreement, nothing shall be construed to
              release Licensee from its obligations to pay Licensor any and all
              royalties or other accrued but unpaid considerations due Licensor,
              incurred prior to the date of such termination or expiration.

                               7. FEES AND CHARGES

7.1    License Fee. In consideration of the licensed rights granted pursuant to
       Section 2 above, Licensee shall pay with respect to the initial License
       Term the amount of five thousand shares of common stock (5,000) fully
       paid and non assessable shares of the Licensees' Common stock with
       restrictions on sale.


                               8. LIMITED WARRANTY

8.1    Licensor's Warranty Obligations. Licensor warrants, for the sole benefit
       of Licensee, that, for a period of sixty (60) days after Acceptance, the
       Licensed Programs shall conform in all material respects to the
       acceptance Criteria and that during such period Licensor, at its own
       expense, shall, on receipt of notice from Licensee, exercise commercially
       reasonable efforts to implement appropriate Error Corrections to the
       Licensed Programs. Notwithstanding the foregoing, Licensor shall be
       relieved from any such obligation if Licensee fails to give Licensor
       prompt written notice of any Error claimed hereunder on


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       Licensee's first observation of such Error and such delay causes further
       degradation to the functions of the Licensed Programs. Warranty service
       performed in accordance with this Section 8 shall be performed during
       normal weekday business hours, excluding Licensor holidays. With respect
       to a reported Error that results or will result in significant
       interruption of Licensee's productivity or down time (Business-Impacting
       Failures), Licensor shall begin Error Correction procedures within
       twenty-four (24) hours of such report. With respect to reported Errors
       that do not constitute Business-Impacting Failures, Licensor shall begin
       Error Correction procedures no later than seventy-two (72) hours after
       such report. Licensor's sole and exclusive obligation under the foregoing
       warranty shall be to exercise commercially reasonable efforts to
       implement appropriate Error Corrections in response to Licensee's
       notification of Errors.

8.2    Warranty Limitation. Notwithstanding the warranty provisions set forth in
       Section 8.1 above, all of Licensor's obligations with respect to such
       warranties shall be contingent on Licensee's use of the Licensed Programs
       in accordance with Licensor's instructions as provided by Licensor in the
       Documentation or otherwise, and as may be amended, supplemented, or
       modified by Licensor from time to time. Licensor shall have no warranty
       obligations with respect to any portion of the Licensed Programs which
       has been:

       8.2.1  Operated by Licensee in a manner inconsistent with requirements
              set forth in the Documentation or under the provisions of this
              Agreement or that has been modified by any party other than
              Licensor;

       8.2.2  Damaged in any manner and by any cause other than the act or
              omission of Licensor;

       8.2.3  Operated or maintained in environmental conditions outside the
              parameters designated by Licensor in the Documentation or
              elsewhere;

       8.2.4  Subjected to extreme power surge or electromagnetic field; or

       8.2.5  Moved from the Designated Site without the prior written consent
              of Licensor.

8.3    Disclaimer of Warranties

       LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE LICENSED
       PROGRAMS WILL BE CORRECTED. THE WARRANTIES STATED IN SECTION 8 ARE THE
       SOLE AND EXCLUSIVE WARRANTIES OFFERED BY LICENSOR. THERE ARE NO OTHER
       WARRANTIES RESPECTING THE LICENSED PROGRAMS OR SERVICES PROVIDED
       HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
       WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE,
       EVEN IF LICENSOR HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF LICENSOR
       IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF LICENSOR AS
       SET FORTH HEREIN.

8.4    Limitation of Liability and Remedy

       LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSE FEES WHICH LICENSOR IS
       CHARGING HEREUNDER DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY
       LICENSOR OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES
       WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE LICENSED
       PROGRAMS. ACCORDINGLY, LICENSEE AGREES THAT


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       LICENSOR SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT,
       DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING
       OUT OF THE LICENSING OR USE OF THE LICENSED PROGRAMS; PROVIDED THAT
       LICENSOR SHALL BE RESPONSIBLE FOR SUCH COSTS AND EXPENSES ARISING IN
       CONNECTION WITH ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF THIRD PARTY
       PROPRIETARY RIGHTS.

8.5    Except to the extent caused by Licensor's gross negligence or intentional
       misconduct, (a) Licensor's liability to Licensee under any provision of
       this Agreement except Section 9 (Indemnification), or any transaction
       contemplated by this Agreement, shall be limited to one hundred percent
       (100%) of the amount having then actually been paid by Licensee to
       Licensor under Section 7 (Fees), and (b) Licensor's indemnity liability
       (but not its obligation to defend) under section 9 shall be limited to
       two hundred percent (200%) of said amounts paid under Section 7. Except
       where the limitation does not apply as described above, (a) Licensor's
       limitation of liability is cumulative with all Licensor's applicable
       expenditures being aggregated to determine satisfaction of the limit, and
       (b) Licensee releases Licensor from all obligations, liability, claims,
       or demands relating to the Licensed Programs and Documentation and this
       Agreement in excess of the limitation provided for in this Section 8. The
       parties acknowledge that the limitations set forth in this Section 8 are
       integral to the amount of fees levied in connection with the license of
       the Licensed Programs and Documentation and the services rendered
       hereunder and that, were Licensor to assume any further liability other
       than as set forth herein, such fees would of necessity be set
       substantially higher. For purposes of this Section 8, "Licensor's willful
       breach of this Agreement" means the failure or refusal of Licensor to
       perform its obligation(s) under this Agreement, notwithstanding the
       ability to do so.


                               9. INDEMNIFICATION

9.1    Licensor agrees to indemnify, hold harmless, and defend Licensee from and
       against any and all damages, costs, and expenses, including reasonable
       attorneys' fees, incurred in connection with a claim which, if true,
       would constitute a breach of Licensor's warranty of title set forth under
       Section 4 hereof (hereinafter Infringement Claims), provided Licensor is
       notified promptly in writing of an Infringement Claim and has sole
       control over its defense or settlement, and Licensee provides reasonable
       assistance (at Licensor's expense and reasonable request) in the defense
       of the same.

9.2    Following notice of an Infringement Claim, Licensor may at its expense,
       without obligation to do so, procure for Licensee the right to continue
       to use the allegedly infringing Documentation and/or Licensed Programs,
       or any portion thereof (hereinafter the Product) or, without obligation
       to do so, may replace or modify the Product, or any portion thereof, to
       make it not infringing. If Licensor elects to replace or modify the
       Product, or any portion thereof, such replacement shall meet
       substantially the specifications as provided or referenced in the
       acceptance Criteria, or the functional specifications for any subsequent
       release of the product which Licensee has obtained pursuant hereto.

9.3    Licensor shall have no liability for any Infringement Claim based on
       Licensee's:

       9.3.1  use of the Product in a manner exceeding the scope of rights
              granted to Licensee under this Agreement;

       9.3.2  use of the Product in any manner inconsistent with the terms and
              conditions of this


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              Agreement;

       9.3.3  use of the Product after Licensor's written reasonable notice that
              Licensee should cease use of the Product due to an Infringement
              claim;

       9.3.4  combination of the Product with a non-Licensor program or data if
              such Infringement Claim would have been avoided had such
              combination not occurred;

       9.3.5  use of the Product outside the geographical boundaries of the
              United States (including Puerto Rico); or

       9.3.6  use of other than the latest version of the Product, if such
              infringement could have been avoided by use of the latest version
              and such latest version has been made reasonably available to
              Licensee.

       Licensee hereby releases and discharges Licensor from any and all
       Infringement Claims arising under this Section 9.3, and Licensee agrees
       to indemnify and defend Licensor from and against all damages, costs, and
       expenses, including reasonable attorneys' fees, provided that such
       indemnity obligation shall not supersede, replace, limit, or relieve any
       other obligations Licensor may have with respect to said Infringement
       Claim.


                               10. CONFIDENTIALITY

10.1   From time to time, Licensor or Licensee may find it necessary to provide
       to the other party certain confidential information that the disclosing
       party considers to be proprietary. Such information shall be identified
       in writing as confidential by the disclosing party before disclosure to
       the recipient (Confidential Information). For a period of five (5) years
       from the Effective Date, each party agrees to keep confidential all
       Confidential Information disclosed to it by the other party in accordance
       herewith, and to protect the confidentiality thereof in the same manner
       it protects the confidentiality of similar information and data of its
       own (at all times exercising at least a reasonable degree of care in the
       protection of Confidential Information); provided, however, that neither
       party shall have any such obligation with respect to use or disclosure to
       others not parties to this Agreement of such Confidential Information as
       can be established to:

       10.1.1 have been known publicly;

       10.1.2 have been known generally in the industry before communication by
              the disclosing party to the recipient;

       10.1.3 have been developed independently by the recipient;

       10.1.4 have become publicly, without fault on the part of the recipient,
              subsequent to disclosure by the disclosing party;

       10.1.5 have been known otherwise by the recipient before communication by
              the disclosing party; or

       10.1.6 have been received by the recipient at any time from a source
              (other than the disclosing party) lawfully having possession of
              such information.


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10.2   Notwithstanding the above, nothing herein shall prevent a recipient from
       disclosing all or part of the Confidential Information that it is legally
       compelled to disclose (by oral deposition, interrogatories, request for
       information or documents, subpoena, civil investigative demand, or any
       other process); provided, however, that before any such disclosure the
       recipient shall notify the disclosing party in writing of any such order
       or request to disclose and cooperate with the disclosing party (at the
       disclosing party's cost) with respect to any procedure sought to be
       pursued by the disclosing party in protecting against such disclosure.


                             11. SOURCE CODE ESCROW

11.1   To secure the performance of Licensor's various obligations hereunder and
       under the Maintenance Agreement, concurrent with the execution of this
       Agreement, Licensor and Licensee shall execute and deliver a Source Code
       Escrow Agreement in substantially the form attached hereto as Exhibit A.


                                12. MISCELLANEOUS

12.1   Governing Laws. It is the intention of the parties hereto that the
       internal laws of the State of Nevada (irrespective of its choice-of-law
       principles) shall govern the validity of this Agreement, the construction
       of its terms, and the interpretation and enforcement of the rights and
       duties of the parties hereto. The parties agree that the United Nations
       Convention on Contracts for the International Sale of Goods shall not
       govern this Agreement, the rights and obligations of the parties
       hereunder, nor any agreement that may be executed to implement this
       Agreement.

12.2   Consent Required. Licensee agrees that it will not, without the prior
       written consent of Licensor, export directly or indirectly, the Product
       or any portion thereof to anyone outside the United States or outside the
       national jurisdiction in which the Designated Site is located.

12.3   Binding on Successors and Assigns. Subject to, and unless otherwise
       provided in this Agreement, each and all of the covenants, terms,
       provisions, and agreements contained in this Agreement shall be binding
       on, and inure to the benefit of, the permitted successors, executors,
       heirs, representatives, administrators, and assigns of the parties
       hereto; provided, however, that this Agreement shall not be assignable by
       either party without the prior written consent of the other party.
       Notwithstanding the foregoing, this Agreement may be assigned without the
       written consent of the non-assigning party to subsidiaries (provided such
       subsidiaries are at least fifty percent (50%) owned by the assigning
       party) and parent corporations of the assigning party.

12.4   Severability. If any provision of this Agreement, or the application
       thereof, shall for any reason and to any extent be invalid or
       unenforceable, the remainder of this Agreement and application of such
       provision to other persons or circumstances shall be interpreted so as
       best to reasonably effect the intent of the parties hereto.

12.5   Entire Agreement. This Agreement, and the documents referred to in this
       Agreement, along with their exhibits, constitute the entire understanding
       and agreement of the parties with respect to their subject matter and
       supersede all prior and contemporaneous agreements or understandings.


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12.6   Amendment and Changes. No amendment, modification, supplement, or other
       purported alteration of this Agreement shall be binding on the parties
       unless it is in writing and is signed on behalf of the parties by their
       own authorized representatives.

12.7   Counterparts. This Agreement may be executed in any number of
       counterparts, each of which shall be an original as against any party
       whose signature appears thereon and all of which together shall
       constitute one and the same instrument.

12.8   No Waiver. The failure of any party to enforce any of the provisions of
       this Agreement shall not be construed to be a waiver of the right of such
       party thereafter to enforce such provisions.

12.9   Notices. Whenever any party desires or is required to give any notice,
       demand, or request to this Agreement, each such communication shall be in
       writing and shall be effective only if it is delivered by overnight
       messenger services, express or electronic means (with confirmed receipt),
       addressed as follows:


                     Licensor:    Alastair Knott
                                  13640 White Rock Station Road
                                  Poway, CA 92064


                     Licensee:    American Toy Vending, Inc.
                                  13640 White Rock Station Road
                                  Poway, CA 92064


       Such communications shall be effective when they are received by the
       addressee. Any party may change its address for such communications by
       giving an appropriate notice to the other party in conformity with this
       Section.

12.10  No Joint Venture. Nothing contained in this Agreement shall be deemed or
       construed as creating a joint venture or partnership between the parties.
       Except as expressly set forth, no party by virtue of this Agreement is
       authorized as an agent, employee, or legal representative of any other
       party, and the relationship of the parties is, and at all times will
       continue to be, that of independent contractors.

12.11  Further Assurances. Each party agrees to cooperate fully with the other
       party and to execute such further instruments, documents, and agreements,
       and to give such further written assurances as may be reasonably
       requested by the other party, to better evidence and reflect the
       transactions described in and contemplated by this Agreement, and to
       carry into effect the intents and purposes of this Agreement.

12.12  Arbitration. Any controversy or claim arising out of or relating to this
       Agreement, or its breach, will be settled by arbitration in accordance
       with the Commercial Arbitration Rules of the American Arbitration
       Association (AAA), as modified below:

       12.12.1       Arbitration will be initiated by filing a demand at the San
                     Diego, California, Office of the AAA.

       12.12.2       Disputes will be heard and determined by a panel of three
                     arbitrators. One


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                     arbitrator will be appointed by each party to serve on the
                     panel. One neutral arbitrator will be appointed by the AAA
                     and shall serve as chairperson of the three-arbitrator
                     panel. The chairperson shall be an attorney with experience
                     in handling disputes in software licensing matters, and the
                     other arbitrators shall have a background or training in
                     the computer industry or computer law.

       12.12.3       Any communication between a party and any arbitrator will
                     be directed to the AAA for transmittal to the arbitrator.
                     The parties expressly agree that the arbitrators will be
                     empowered, at a party's request, to (a) issue an interim
                     order requiring the other party to cease using the Licensed
                     Programs or Documentation pending the outcome of the
                     arbitration, or (b) grant injunctive relief.

       12.12.4       Any party to an arbitration may petition the San Diego
                     County Superior Court, California, to confirm, correct, or
                     vacate the award on the grounds stated in the federal
                     Arbitration Act.

       12.12.5       Nothing in this Section will prevent any party from seeking
                     injunctive relief against the other party from any judicial
                     or administrative authority pending the resolution of a
                     controversy or claim by arbitration.

       12.12.6       The prevailing party shall be entitled to be awarded, as an
                     element of the costs of arbitration and not as damages,
                     reasonable attorneys' fees to be fixed by the arbitrator
                     (including, without limitation, costs, expenses, and fees).

       12.12.7       The parties shall have the right to take discovery of the
                     other party by any or all methods provided in the Federal
                     Rules of Civil Procedure. The arbitrators may on request
                     exclude any evidence not made available to the other party
                     pursuant to a proper discovery request from being used in
                     the arbitration proceeding.



IN WITNESS WHEREOF, the Licensor and the Licensee have executed this Agreement
on the day and the year first above-written.

BY:  /s/ Alastair Knott                              Dated        3/15/99
     ------------------------------------------            ---------------------
     Alastair Knott,  an Individual

BY:  /s/ Kathleen Sturtevant                         Dated        3/15/99
     ------------------------------------------            ---------------------
     American Toy Vending, Inc.
     Kathleen Sturtevant, Treasurer, Director