13.1.2 Software Licensing Agreement
-----------------------------------

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

     Software
     --------
            CheckMy Banking 2000
            CheckMY Loans 2000
            CheckMy Mortgage 2000

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

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

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

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

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

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

LICENSE
1. The License.


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

2. Royalties and Fees.

2.1 Millennium  hereby  acknowledges  that full ownership  title to the Products
belongs to Abacus.

2.2 Millennium  agrees to pay Abacus royalties (herein referred to as Royalties)
and fee payments  (Fees) based on Net Sales Revenues  earned by Millennium  from
sale of the Products on the following basis:

2.2.1. A 10% Royalty of the Net Sales Revenues of CheckMy 2000 Software.

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

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

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

3. Payment of Royalties and Fees.

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

4. Accounting for Royalties and Fees.

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

5. Obligations of Abacus.

5.1  Abacus  agrees to provide  Millennium  with the  source  codes and  machine
readable codes of the CheckMy 2000 Software.

5.2 Abacus agrees to provide  Millennium with original versions of Easy Learning
Guides for duplication.

5.4 Abacus agrees to provide continuing technical support for the Products.

6. Rights to examine company records



<PAGE>


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

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

8. Termination of License

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

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

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

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

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

The effective commencement date of the License is 8th December, 1999.

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

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


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                          MILLENNIUM SOFTWARE,INC



         September 11, 2000                 By: /s/ Anthony M Bigwood
                                              ---------------------
                                              Anthony M Bigwood
                                              President



<PAGE>