NON-EXCLUSIVE LICENSE AGREEMENT

     THIS AGREEMENT is made and entered into this 3rd day of July,

1997, by and between ATARI, a division of JTS CORPORATION, a

Delaware Corporation, with its principal place of business located

at 166 Baypointe Parkway, San Jose, California 95134 (hereinafter,

"Licensor") and WEBQUEST INTERNATIONAL, INC., a Nevada corporation,

with its principal place of business located at 1135 Terminal Way,

Suite 106, Reno, Nevada 89502 (hereinafter "Licensee").

                            WITNESSETH:

     WHEREAS, Licensor has developed through its research and

development and is the owner of, and possesses certain computer

game software, programs, trade names, trademarks, promotional

material and intellectual property herein commonly known as "Pong"

(hereinafter referred to as the "Property"); and

     WHEREAS, Licensor is the owner of certain valuable trade names

and logos relating to the Property, which such trade names were or

are registered in the countries of USA, United Kingdom, Canada,

Japan, Sweden, Germany, Australia, and Austria, and any renewals

thereunder; and

     WHEREAS, Licensor has granted a non-exclusive license to

Hasbro Interactive for use of the Property on the Internet; and

     WHEREAS, Licensee desires to license the Property to use the

game in connection with its "website" on the World Wide Web

identified with the URL address of "www.ipong.com"; and

     WHEREAS, Licensor is willing to grant a limited, non-exclusive

license to Licensee to use the Property under the terms and

conditions provided for herein.

     NOW, THEREFORE, in consideration of the mutual promises and

covenants contained herein, and other good and valuable

consideration, receipt whereof is hereby acknowledged, it is hereby

agreed as follows:

                                  -1-

<PAGE>


                               ARTICLE I
                           GRANT OF LICENSE

     1.1 Licensor hereby grants to the Licensee, in accordance with

the terms of this Agreement, a non-exclusive right and license to

use the Property described herein, to be placed for access by the

public on one (1) website located on the World Wide Web, as

identified above, owned and operated by Licensee in connection with

its services and products. Licensor retains all rights to further

license the Property. Notwithstanding anything to the contrary

stated herein, the grant of any right by Licensor to Licensee under

this agreement shall be subject to any and all legal obligations

and requirements with which Licensee is bound by law to comply.

     1.2 Unless otherwise terminated under the provisions hereof,

the term of the license granted herein shall be for an initial

period of five (5) years from the date hereof, and shall be

renewable for an additional five (5) year period at the option of

Licensee as long as a minimum royalty of $400,000 has been paid to

Licensor during the original five (5) year license period.

     1.3 Subject to the terms of this Agreement, all copies of the

licensed Property made by the Licensee including transactions,

encodings, decodings, compilations, partially modified copies, and

updated works are and shall be the sole property of Licensor.

     1.4 The rights and information licensed herein consist of all

existing source codes, enhancements, upgrades, documentation,

flowcharts, design documents, and record and file layouts, in any

medium, relating to the Property and any and all right, title, and

interest therein, proprietary and otherwise, and includes without

limitation, the copyright, trade secret right, patent right, and

rights to publish, reproduce, transmit, adapt, prepare derivative

works, sell, or otherwise make use of the Property as otherwise set

forth herein.

                              ARTICLE II
                             LICENSE FEES

     2.1 Licensee shall pay to Licensor a royalty, payable in

quarterly installments, in an amount equal to 1/10 of one cent

($0.001) for each player who accesses "Pong" through Licensee's

website. Licensee

                                  -2-

<PAGE>


shall pay Licensor a base quarterly royalty in the amount of Five

Thousand Dollars ($5,000) if the number of Pong players fails to

exceed five million (5,000,000) in any one quarter. Payments shall

be made within thirty (30) days of the end of each calendar

quarter.

     2.2 Licensee shall pay the first base quarterly royalty in the

amount of Five Thousand Dollars ($5,000) upon execution of this

Agreement, which such initial fee shall be considered non-

refundable regardless of the breach of Licensee of this Agreement.

Thereafter, the quarterly fees (base or otherwise) shall be payable

according to the terms herein.

     2.3 Licensee shall keep accurate records and books of account

showing the quantities of players accessing Pong on the Internet.

Licensor, or its representative, shall be given access to such

records and books at all reasonable times at Licensee's place of

business. Licensee shall additionally make this information

available to Licensor annually during the terms of the Agreement,

within sixty (60) days after the first of each year.


                              ARTICLE III
                         TERMINATION: REMEDIES

     3.1 This Agreement may be terminated in the event of any of

the following, which shall be deemed events of default:

          3.1.1 Appointment of a trustee or receiver for Licensee.

          3.1.2 Licensee is adjudged bankrupt, becomes

                insolvent, or makes an assignment for the benefit 

                of creditors.

          3.1.3 Licensee's failure to pay to Licensor the amounts 

                payable under the terms hereof whether minimum 

                annual payments or otherwise, or to furnish the 

                accounting as set forth herein.

                                     -3-

<PAGE>


          3.1.4 Licensee's violation or failure to keep or

                perform any other obligation, term or condition

                contained herein and Licensee fails to cure 

                within thirty (30) days after written 

                notification of such failure or default is 
                    
                received.

     3.2 Licensee shall have the right to terminate this

Agreement upon thirty (30) days written notice without cause, and

subject to payment of all amounts due under and performance of the

remaining terms of this Agreement.

     3.3 Upon termination of this Agreement for any reason,

Licensee shall cause "Pong" to be removed from Licensee's website

within twenty-four (24) hours of effective termination.

Additionally, Licensee shall discontinue all use of the trade name,

"Pong," as well as any use of the Property described herein, and

all copies of the software and programming known as "Pong" shall be

returned to Licensor or destroyed by Licensee. Licensee shall

certify to Licensor that all copies or partial copies have been

returned to Licensor or destroyed.

     3.4 Except as to a claim for accrued royalties due and payable

to Licensor, Licensor's rights and remedies provided for heroin are

Licensor's sole and exclusive remedies for breach of this Agreement

by Licensee regardless of any and all other rights and remedies

which Licensor may have in law or in equity. The waiver by Licensor

of any right of termination for any default or of any breach shall

not constitute a waiver of the right to terminate this Agreement

for any subsequent default or breach.

     3.5 In no event shall either party be liable to the other for

any special, indirect, or consequential damages, including damages

for loss of use, economic loss (such as business interruption) or

loss of profits, however the same may be caused, including, without

limitation, the fault, breach of contract, tort (including the

concurrent or sole and exclusive negligence), strict liability or

otherwise of either party, but excluding the intentional or wilful

act of such party.

                                   -4-

<PAGE>


                              ARTICLE IV
                              ASSIGNMENT

     It is agreed that none of the rights of Licensee provided for

herein are transferable or assignable without the express written

approval of Licensor, which such approval is in Licensor's absolute

discretion.


                              ARTICLE V
                            INFRINGEMENT

     In the event that any infringement of the licensed trade name,

trademark, and/or intellectual property known as "Pong" comes to

the attention of either party, such party shall promptly notify the

other party of the infringement. Each party shall have the option

to prosecute and defend, at their respective cost and expense, any

infringement action arising out of the licensed patents herein.

Each party agrees to cooperate with the other if any such action is

commenced and both parties shall have the right, but not the

obligation, to obtain counsel of their choosing to prosecute or

defend such action. In no event shall either party have the

responsibility or obligation to prosecute or defend any such suit

or be obligated for the cost or expenses of such litigation,

including attorney's fees. It is expressly agreed that each party

shall bear their own attorney's fees and costs which may be

incurred as a result of any such infringement action.

                              ARTICLE VI
            PROPRIETARY RIGHTS AND INFORMATION PROTECTION

     6.1 Licensee recognizes that the Property licensed hereunder

constitutes valuable trade secrets of Licensor. Accordingly,

Licensee agrees that it shall protect and hold in confidence all

Property and related information furnished to it by Licensor. All

the Property shall be kept in secure places, under access and use

restrictions not less strict than those used by Licensee to protect

its own similar, valuable trade secret information. Except with

Licensor's prior written consent, Licensee shall not disclose any

Property to any other person, firm, or corporation (including any

stockholder, partner, or joint venturer or any parent, subsidiary,

or affiliated corporation), and shall further restrict circulation

of such material within its own organization except to the extent

necessary to fulfil the herein stated purposes. The fact that the

Property

                                   -5-

<PAGE>


has been obtained or becomes available from unauthorized sources

shall in no way relieve Licensee from its obligations hereunder and

unauthorized use of the Property by Licensee shall be deemed to

include any disclosure by Licensee of the Property obtained from

such sources.

     6.2 Licensee agrees to respect Licensor's copyright in its

brochures and other materials, provided that during the term of

this Agreement, Licensee may reproduce such promotional brochures

or materials for use in connection with the license granted herein.

The Licensee shall reproduce and mark any such copies with any

copyright notice which may appear on the original or on any

packaging material. Notwithstanding anything stated herein to the

contrary, Licensor is not obligated to provide any such material

nor shall the failure to provide such material be considered a

breach of this Agreement; it being the intent of the parties to

make use of such material as may be available to the mutual benefit

of the parties.

                             ARTICLE VII
                       INVALIDITY OF TRADEMARK

     If any claim of any proprietary interest under which this

license is granted shall be declared invalid by a final decision of

a court of competent jurisdiction, whether an appellate court or a

lower court whose decision becomes final by failure to appeal

therefrom or no certiorari is granted within the period allowed

therefor, or if, as a result of a final decision, any such claim

shall be hereafter awarded to another, Licensee shall be relieved

of all obligations hereunder.

                            ARTICLE VIII
                          CONFIDENTIALITY

     Licensee hereby agrees, that during the term of this Agreement

and for a period of five (5) yeas after its termination, Licensee

will hold secret and confidential and will not disclose in any

manner to any person or concern (excluding such of its employees or

agents as are required to allow full use of the rights granted

herein and then only under an obligation of secrecy binding upon

such employee or agent for the benefit of Licensor), any method,

process, technique, information, knowledge, trade practice or trade

secret divulged, disclosed or in any way communicated by Licensor

to Licensee. Additionally, Licensee hereby agrees that

                                    -6-

<PAGE>


it will not use or employ, either directly or indirectly, any

information, knowledge, trade practice or trade secret acquired

under this Agreement for such period as stated herein.



                              ARTICLE IX
                              OWNERSHIP

     Licensee hereby recognizes and acknowledges the Licensor's

ownership of the software, trade name and trademarks which are the

subject of this Agreement, to any future, improvement,

modification, invention or design as contemplated herein, and to

any trademark licensed or used in association with the products

herein. Licensee further agrees that it will not at any time do or

cause to be done any act or thing contesting or in any way

impairing or tending to impair Licensor's ownership. In the event

Licensee challenges the ownership of Licensor to any item

contemplated herein in any court having jurisdiction over such

matters, Licensor shall have the right to immediately terminate

this Agreement.

                              ARTICLE X
                              TAXABILITY

     Licensor and Licensee agree that Licensee will deduct the

payments under the term of this agreement as a business expense by

Licensee for purposes of federal and state income taxation, and

that Licensor shall treat its payment in whatever method is

acceptable under prevailing Internal Revenue Service rules and

regulations as well as federal and state income taxation laws. In

no event, however, is the method of treatment of said payments by

the Internal Revenue Service a condition of the Agreement herein.

                               ARTICLE XI 
                                NOTICES

All notices required by this agreement shall be mailed by

certified mail, return receipt requested, tothe following

addresses:

 
     Licensor:

          Atari, a division of JTS Corporation
          John Skruch
          166 Baypointe Parkway
          San Jose, California 95134

                                   -7-

<PAGE>


     Licensee:

          WebQuest International, Inc.
          Allen Dunn
          1135 Terminal Way, Suite 106
          Reno, Nevada 89502



     Any notice required or permitted to be given under this

agreement by either of the parties heretoshall be deemed to 

have been sufficiently given for all purposeshereto on the 

date of mailing as described herein above.

                                  ARTICLE XII
                        REPRESENTATIONS AND WARRANTIES

12.1 Licensee represents and warrants to Licensor that:

     12.1.1 Licensee is duly incorporated under the laws of the

             State of Nevada and is in good standing.

     12.2.2  Licensee's board of directors and shareholders

             existing as of the date of the execution hereof have duly

             approved all of Licensee's agreements herein, and

             Licensee shall provide Licensor with certified copies of

             resolutions showing such action.


12.2 Licensor represents and warrants to Licensee that:

     12.2.1 Licensor has not entered into any other agreements,

            excepting the license agreement with Hasbro Interactive

            as noted herein above, for the use and/or sale of the

            Property contrary to the rights and interests granted

            herein and has the full authority and right to grant the

            license granted herein.

     12.2.2 Licensor's grant of the license herein is not in

            conflict in any way with its grant of a license to Hasbro

            Interactive for use of the Property.

     12.2.3 Hasbro Interactive has approved this license for use

            of the Property and Licensee's use of the Property is non-

            infringing upon the license agreement between Licensor

            and Hasbro Interactive.

                                     -8-

<PAGE>


     12.2.4 Licensor has developed and protected said trade name and

            has the exclusive right to use and license others to use

            such marks.

     12.2.5 Licensor has an unrestricted exclusive right to use,

            execute and reproduce the original Property, enhancements 

            and upgrades thereof, and to sell and distribute the 

            Property without obligation or restriction of any kind and 

            that there is no other ownership or proprietary interest 

            in the Property other than those licensed hereunder, 

            excepting therefrom the rights of Atari Games Corporation 

            to the use of the Property for coin operated games, and

            a non-exclusive right to create derivative works for play 

            on personal computers and home game systems.

     12.2.6 Licensor is the sole and exclusive owner of and has good

            and marketable title to the Property and is duly 

            authorized and empowered to license all rights thereto 

            without the consent of any other person or entity; and 

            there are no debts, liens, encumbrance, or obligations 

            against the Property and Licensor has paid all taxes, 

            charges, debts, and other assessments as may be attributed 

            thereto and that all debts and obligations relating 

            thereto are and will remain fully satisfied throughout the 

            term hereof. The Property is not subject to any permits, 

            licenses, or grants of use or any right whatsoever other 

            than licensed herein and Licensor has not sold or granted 

            any interest, whether in total or in part, in any portion 

            of the Property to any person or entity and the use of the 

            Property does not conflict or otherwise infringe in any 

            way with the trade-marks, trade-names, copyright, or other 

            proprietary rights, nondisclosure or other rights or 

            interest of any other person or entity.

     12.2.7 The Property and its use by Licensee has been and is in

            compliance with all applicable laws, rules and regulations.

                                      -9-

<PAGE>


     12.2.8 Licensor is a corporation duly organized, validly

            existing, and in good standing under the laws of the 

            state of its incorporation and has full corporate power 

            and authority to enter into this Agreement and to carry 

            out its obligations hereunder. This Agreement constitutes 

            a valid and binding obligation of Licensor and performance 

            hereunder will not violate any provision of its Articles 

            of Incorporation, Bylaws, or other agreements or 

            commitments.


                                ARTICLE XIII
                        LICENSEE'S RIGHT TO MODIFY

     If, during the term of this Agreement, Licensee desires to

modify, enhance or alter the Property in order to more effectively

market Licensee's product, Licensee shall provide the software

version to Licensor for approval thereof, which such approval shall

not be unreasonably withheld. Licensee shall not release any such

version to the public without Licensor's prior approval. Subject to

the terms of this Agreement, Licensee shall retain ownership of

such modifications, enhancements or alterations. There shall be no

use of Licensee's modifications or alterations of the software by

any other party without the specific approval of Licensee. It is

initially understood between the parties that Licensee intends to

make the pong game a more exciting game beyond presently existing

format.
  
                                ARTICLE XIV
                              INDEMNIFICATION

     14.1 Licensee hereby agrees to indemnify, defend and hold

Licensor harmless from all liabilities, losses, damages, costs,

expenses, causes of action, claims and/or judgments by reason of

any injury or damage to any person or persons, including without

limitation, Licensee, its servants, agents and employees, or

property of any kind whatsoever and to whomsoever belonging,

resulting from any use, sale or other disposition by Licensee of

the Property licensed hereunder. Licensee hereby waives all claims

against Licensor for damages to property of or for bodily injuries

to Lessee, his agents or any other third persons.

                                    -10-

<PAGE>



     14.2 Licensee agrees to indemnify, defend and hold Licensor

harmless from any and all liability, damages, loss, cost or expense

including, but not limited to, attorney's fees arising out of any

claim or action based upon the use of the trade names or marks by

Licensee.

     14.3 Licensor agrees to indemnify, defend and hold Licensee

harmless from any and all liability, damages, loss, cost or expense

including, but not limited to, attorney's fees arising out of any

claim or action based upon the breach of the warranties and

representations of Licensor set forth in this Agreement.

     14.4 Licensor agrees to indemnify, defend and hold Licensee

harmless from any and all liability, damages, loss, cost or expense

including, but not limited to, attorney's fees arising out of any

claim or action related to the use of the Property by Hasbro

Interactive pursuant to the License Agreement between Hasbro

Interactive and Licensor.

                               ARTICLE XV
                        MISCELLANEOUS PROVISIONS

     15.1 This Agreement contains the entire agreement of the

parties and supersedes all prior agreements, understandings and

negotiations regarding the same and shall only be amended by a

written instrument by both parties.

     15.2 If any part of this Agreement shall be held unenforceable

by a court of competent jurisdiction, the remainder of the

Agreement shall nevertheless remain in full force and effect.

     15.3 This Agreement shall be governed and construed in

accordance with the laws of the State of California. Any action

commenced by either party arising from any disputes hereunder shall

be brought in the State of California, in and for the County of

Santa Clara.

     15.5 The waiver by either party of a breach of any provision

contained herein shall be in writing and shall in no way be

construed as a waiver of the present or any succeeding breach of

any such provision or the waiver of the provision itself.

                                   -11-

<PAGE>


     15.6 In the event of any litigation between the parties

arising out of this Agreement, the prevailing party shall be

entitled to recover its attorney's fees and costs of suit incurred

therein.

     15.7 Each of the parties represents to the other parties that

no broker or finder has acted for them in connection with this

Agreement and agrees to indemnify and hold harmless the other

parties against any fee, loss, or expense arising out of claims by

brokers or finders employed or alleged to have been employed by

such party.

     

     IN WITNESS WHEREOF, the parties have hereunto set their hands

the day and year first above written.


     LICENSOR:

          ATARI, a division of JTS CORPORATION,
          a Delaware Corporation
          By: /s/John Skruch


     LICENSEE:

          WEBQUEST INTERNATIONAL, INC.
          By: William J. Bradley
          Secretary/Treasurer







  
                                          -12-

<PAGE>