VIAQUO-SIVAULT STRATEGIC PARTNERING AND ASP LICENSE AGREEMENT

This  Application  Service Provider ("ASP") Agreement ("Agreement") is effective
                                     -----             -----------
(the  "Effective Date"),by and between Viaquo Corporatiob ("Viaquo"), a Delaware
       -----------------                                   --------
corporation  having  its  principal business 'office at 2460 North First Street,
Suite  280.  San Jose, CA 95131 and SiVault Analytics, ("SiVault"), a California
corporation  having  its  principal business office at 2033 Gateway Place, Suite
500,  San  Jose,  CA.  95110.

WHEREAS,  Viaquo  has  developed  and  is continuing to develop a certain access
control  and  related  software  product  collectively  called  ViaSeal;

WHEREAS,  SiVault  wishes  to obtain, and Viaquo is willing to grant to SiVault,
the  exclusive  right  to  electronically  host  the  ViaSeal  software  in  the
healthcare-related  field  (as  defined  below);

NOW,  TUEREFORE,  in  consideration  of  the mutual covenants and conditions set
forth  below,  Viaquo  and  SiVault  agree  as  follows:

ARTICLE  I-DEFINITIONS

"Authorized  Server"  means  a  computer  server that is: (a) owned or leased by
-------------------
SiVault,  or  owned  or leased  by SiVault's End User organization (End User-run
Application  Service  Provider service) (b) dedicated exclusively to hosting the
Software  Products  licensed  from  Viaquo hereunder for access by End Users who
have  purchased  a Subscription therefor; and (c) having the P address specified
in  an  applicable  Product  Schedule.

"Confidential  Information" has  the  meaning  set  forth  in  Section  12.2.
--------------------------

"Derivative  Work"  means, with respect to the subject thereof, any improvement,
------------------
modification,  revision,  translation,  abridgment,  compilation,  or derivative
thereof.

"Documentation"  means the user manuals, reference manuals, installation guides,
---------------
and  other documentation, describing the Software Products, whether in hard copy
or  electronic.  form,  as  provided  by  Viaquo  from  time  to  time.

"End  User"  means  a  person  or  an organization that Subscribes to electronic
-----------
access  to  a  Software  Product  hosted  by SiVault, for use in the person's or
entity's  business  operations,  excluding  any  redistribution,  remarketing or
leasing  to  any  other  person  or  entity.

"End User Information" has  the  meaning  set  forth  in  Section  2.5.
----------------------

"End User License Agreement" means the agreement between Viaquo and an End User,
----------------------------
in  the  form  set  forth  in Exhibit II, as may be amended from time to time by
                              ----------
Viaquo.

"Error" means  a  Program  Error  or  a  Hosting  Error.
-------

"Field  of  Use"  means  hosted  ASP  services provided by SiVault in its listed
----------------
competitive  markets  incorporating  ViaSea1  for  use  in  protecting
transactions-based  data  in  primarily  in  the health care industry, typically
pharmaceutical  and  medical  services  and  related  transactions.

"Gross  Revenues"  means the all revenues received by SiVault from Subscription
-----------------
fees  and  other forms of business (if any) related to the ASP service, less any
refunds  due  to  proper  cancellations  or  terminations  by  End  Users.

"High Risk Activities"  has  the  meaning  set  forth  in  Section  7.4.
----------------------


                                      E-28
<PAGE>

"Hosting  Error" means:  (a)  a  failure  of  the  Software  Product to function
----------------
properly,  which  would not have occurred but for improper installation, lack of
necessary  maintenance,  use  in an environment other than that for which it was
designed,  insufficient  processor!  disk /bandwidth capacity, use in connection
with  unauthorized  software  or hardware; or (b) any ether failure not directly
attributable  to  improper  design  or coding of the Software Product by Viaquo,
exclusive  of  Program  Errors.

"License Key" means an electronic key (if an) necessary to install and operate a
--------------
particular  Software  Product  on  SiVaults  computer  system.

"Material Payment Noncompliance" has  the  meaning  set  forth  in  Section 5.4.
--------------------------------

"Product  Schedule" means the schedule attached hereto as Exhibit I, pursuant to
-------------------
which  Viaquo  authorized  SiVault  to  host  Software Product(s) for End Users.

"Program  Error"  means  a reproducible material deviation of a Software Product
----------------
from  the  applicable  specifications  therefor,  or  any  other  failure of the
Software  Product  to function properly when used under the conditions for which
it  was  designed,  exclusive  of  Hosting  Errors.

"Prohibited  Acts" has  the  meaning  set  forth  in  Section  1  0.4.
------------------

"RMA"  means  "return  merchandise  authorization."
----

"Software  Product(s)" means the Viaquo ViaSeal software product(s) as specified
----------------------
in  a  relevant  Product Schedule (see Exhibit I), in object code form, together
with  any  applicable  End  User Documentation, Software Product does not in any
event  include  source  code.

"Subscribe"  means  to  have  a  Subscription.
-----------

"Subscription"  means a contractual arrangement between SiVault and an End User,
--------------
for  access  to  a  Software  Product  hosted  by  Sivault.

"Update"  means  software  code  released  by  Viaquo  to implement bug fixes or
--------
patches,  maintenance  releases,  or  other  minor  improvements,  to a Software
Product.  Any  software  code  containing  new  functionality  or  substantial
improvements  in  performance may be designated by Viaquo in its discretion as a
new  Software  Product  or  an  Upgrade,  rather  than  an  Update.

"Upgrade"  means software code that Viaquo releases to implement substantial new
---------
functionality,  exclusive  of  Updates.

"Viaquo Trademarks" means the trade names and trademarks "Viaquo" and "ViaSeal,"
-------------------
together  with  all other flames, brands logos, and marks adopted by Viaquo as a
trademark  or  service  mark  for  use  in  connection  with any of the Software
Products  in  the  relevant  Field  of  Use.

ARTICLE  2-  HOSTINC  LICENSE

2.1  Appointment as ASP. Viaquo  hereby  appoints  SiVault,  and SiVault hereby
     -------------------
accepts  appointment, as Viaquo'ss phcationservice rovider for Software Products
in  the Field of Use. Viaquo grants to SiVault a personal, and exclusive license
to  host  the  Software  Products  on Authorized Servers for access by End Users
holding  Subscriptions  En the Field of Use. SiVault may also grant a sublicense
to  Si  Vault's  End User organizations wishing to run their own hosted service,
for  the same application as SiVault runs. This sublicense shall not in any case
extend to providing service bureau or outsourcing operations for the benefit of'
End  Users  who  are  not  personnel  of  the  sublicensee  organization.

2.2  Exclusivity  Restrictions. Further provisions regarding the exclusivity are
     --------------------------
set forth in the relevant Product Schedule. Viaquo reserves the right to appoint
other  persons or entities as application service providers of Software Products
outside  SiVault's  exclusive  area.


                                      E-29
<PAGE>

2.3 No Hosting of Competing Products. During the term of this Agreement, SiVault
    ---------------------------------
agrees that it shall not host, market, sell, license or otherwise distribute any
tile  access  control products (or components of products) that directly compete
with  any  of the Software Products. A Product Schedule may include a listing of
products deemed to directly compete with Software Products, and any such listing
shall be understood to be exemplary, rather than exclusive. For the avoidance of
doubt  encryption  and  security  products  (e.g.,  PKI  software firewalls, VPN
software, and security monitoring software) that that do not contain file access
control  functionality  shall  not  be  deemed  to  be  competing  products.

2.4  No  Source Code. Notwithstanding anything to the contrary in this Agreement
     ----------------
or  a  Product  Schedule,  the rights under this Agreement expressly exclude any
rights  to  the  source  code  of  any  Software  Product.

2.5  Prior  to  granting  any  End  User  with  access (other then for bona fide
demonstration  purposes) to the Software Product, SiVault shall: (a) complete an
End User License Agreement, obtaining an executed copy thereof from the End User
&  promptly  forward  a  copy  thereof to Viaquo; and (b) collect the End User's
company  name, contact name, address, telephone number, email address, facsimile
number,  and  IP  address  on  which  the  Software  Product  is to be installed
(collectively,  "End  User  Information"),and  promptly  provide  such  End User
                      --------------------
information to Viaquo. This information is required to check for compliance with
export  control  prohibitions.

2.6  Termination  of Availability to  Certain Countries. If Viaquo has reason to
     ---------------------------------------------------
believe  that  the  local laws, regulations, treaties or enforcement policies of
any  country  will  not  adequately protect Viaquo's intellectual property in or
associated  with  the  Software  Products, Viaquo may so notify SiVault and upon
receipt  of  such  notice  SiVault  will  terminate any availability to Software
Products  for  such  country.

2.7  Reservation  of Rights. All  rights not expressly granted to SiVault under
     -----------------------
this  Agreement  are  reserved  to  Viaquo. No rights other than those expressly
granted  herein  may  arise  through  implication or estoppel. SiVault shall not
host,  use,  copy, market, or distribute Software Products for any purpose or in
any  manner  other  than  as  expressly  permitted  by  this  Agreement.

2.8  No  Outsourcing  or  Service Bureau Operations. The Software Product may be
     -----------------------------------------------
hosted  and  accessed solely for the internal business purposes of End Users. In
no  event  shall  SiVault:  (a)  solicit  or accept orders from any End User who
intends  to  use the Software Product to operate a service bureau or outsourcing
operation;  or (b) provide access to any Software Product for any End User which
Si  Vault has reason to believe intends to use the Software Product to operate a
service  bureau  or  outsourcing  operation.

2.9  Prohibited  End Uers. SiVault shall not sell a Subscription to any End User
     ---------------------
whom  SiVault  knows  (or has reason to believe) intends to utilize any Software
Product: for: (a) sending bulk, unsolicited e-mail, unrelated to the End Users
own  products  or  services, to recipients who have no past customer affiliation
with  the End User, as a principal part of the End User's normal operations; (b)
knowingly  propagating  viruses,  worms  and  the  like;  (c) attempting to gain
unauthorized  access  to any computer accessible over a network; or (d) engaging
in defamatory or tortious behavior; or (v) intentionally disrupting other users,
network  services,  or  network  equipment.

ARTICLE  3--PROMOTION  AND  SALE  OF  SUBSCRIPTIONS

3.1  Marketing  and  Promotion  of Software Products by SiVault. SiVault agrees,
     -----------------------------------------------------------
during  the  term  of  this Agreement, to use commercially reasonable efforts to
actively  market  and promote Software Product Subscriptions within the field of
Use.  Without  limiting  the  generality of that commitment, SiVault agrees to:

(a)  furnish  technical  and  sales  information  concerning  Software  Product
     Subscriptions  to  prospective  End  Users  of  Software  Products;

(b)  promote  Software  Product Subscriptions in SiVault's trade shows/displays,
     and  pay  for  all  costs  (including travel costs of SiVault personnel and
     other  costs  of  SiVault  in  connection  therewith) associated therewith;

(c)  actively  solicit  inquiries  and orders for Software Product Subscriptions


                                      E-30
<PAGE>

(e)  jointly  formulate  with  Viaquo  detailed  marketing  plans  for  Software
     Products,  and  provide  Viaquo with quarterly updates on implementation of
     such  plans;

(f)  maintain  a  fully trained staff of qualified personnel in order to perform
     its  obligations  with  respect  to sales and marketing of Software Product
     Subscriptions;  and

(g)  fully  commission  SiVaults  sales  force  with respect to Software Product
     Subscriptions  to  the  same or greater extent that SiVault commissions its
     sales  force  with  respect  to  its  own products/services (if any) or the
     products/services  of  any  third  party.

3.2  Obtaining  Reilulatory Approvals. Sivault shall be responsible for promptly
     ---------------------------------
obtaining,  at its own expense, all consents, licenses, authorizations, filings,
registrations and other approvals necessary to lawfully host and otherwise offer
the Software Products in all applicable jurisdictions. SiVault shall obtain such
approvals  on  Viaquos  behalf and, to the greatest extent possible, in Viaquo's
name  Viaquo  shall,  upon  request, provide reasonable assistance to SiVault in
connection  with  such efforts by SiVault, SiVault shall keep Viaquo informed of
progress  in  obtaining  such  approvals,  provide  Viaquo  with  copies  of any
applications  or  submissions  made  in  connection  therewith, and upon request
permit  Viaquo's representatives to participate. If for any reason all approvals
necessary to sell lawfully any Software Product in any Jurisdiction has not been
obtained  within  three (3) months after the execution of the applicable Product
Schedule,  then  Viaquo  may,  at  its  option, suspend or terminate the hosting
license  for such Software Product, or in such jurisdiction, upon written notice
to  SiVault.

3.3  Quarterly  (Summary)  Reporting.  To  assist  Viaquo  in determining market
-------------------------------------
conditions  for  Software  Products  in  thc  Field  of  Use and in planning and
developing  new  Software Products, within three (3) weeks after the end of each
calendar  quarter  during  the  term of this Agreement, and from time to time as
reasonably  requested  by  Viaquo,  SiVault  shall  provide Viaquo with a report
describing  Subscriptions  to Software Products during the quarter. Such reports
shall:  (a)  identify  the average price of Subscriptions sold by SiVault to End
Users  during  such  calendar  quarter;  (b)  furnish information concerning the
computer  system  environments from which the End Users are accessing, or intend
to  access,  the  Software  Products;  and  (c) include any other information as
Viaquo  may  reasonably  request  from  time  to  time.

3.4  No  Bundling.  SiVault  shall not offer the Software Products in connection
     -------------
with  any unrelated third party products unless specifically approved in writing
by  Viaquo  in  advance,  This anti-bundling prohibition does not apply to third
party  software necessary to the proper functioning of SiVault's services, which
may  include, without limitation, biometric authentication software, transaction
clearing  software,  and  data  entry  and  report  generation  software.

ARTICLE  4-SUPPLY  AND  DELIVERY;  ADDITIONAL  DEVELOPMENT

4.1  Supply. Viaquo agrees, during the term of this Agreement, to supply SiVault
     -------
with  one (1) copy of each Software Product, together with an applicable License
Key  (if  any)  therefor,  as  set  forth  in  an  applicable  Product Schedule.
Additional copies will also be provided for mirrored and redundant ASP sites, as
well  as  End  User organization sites running the same SiVault service on their
own  internal  servers.

4.2  Acceptance.  SiVault  shall  inspect  all  Software  Products promptly upon
     -----------
receipt  thereof  for  proper  version  numbers  and serial numbers. SiVault may
reject  any  incorrectly  shipped  Software  Product  by returning the defective
Software  Product  in  accordance with Viaquo's then-current RMA procedures. Any
products  not  returned within two (2) weeks from the date of receipt by SiVault
for  a  domestic location, or four (4) weeks from the date of receipt by ASP for
an  international  location,  shall  be  deemed  accepted  by  SiVault.

4.3  Changes  to Software Products. Viaquo reserves the right to change Software
     ------------------------------
Products  from  time  to  time,  whether  by  means of Updates, Upgrades, or new
releases  thereof.

4.4  Additional  Development. If,  at  SiVault's  request,  additional  software
     ------------------------
development work is required reasonably to provide new features, such as ViaSeal
client software for other operating system platforms (e.g., Palm OS), or work to
interface  ViaSeal  to  biometric  authentication  systems, or work to implement
features  for  or interfaces to other parts of the end system SiVault will offer
as  a  part of its hosting services, Viaquo shall perform such development work,
and SiVault shall provide any appropriate input and assistance. SiVault will pay


                                      E-31
<PAGE>
the  non-recurring engineering ("NRE") charges required by Viaquo for such work,
and  Viaquo  will  charge  commercially  reasonable rates for such NRE work Upon
creation,  all  such  NRE  work  or other additions to the Software Product will
become  Viaquo's  sole  property,  and  will automatically become a part of this
license  agreement  with  no impact on the license royalty rate. If title to any
part  of  the  foregoing  should  initially  vest  in  Si  Vault, SiVault hereby
irrevocably  assigns to Viaquo the entire right, title and interest therein, and
agrees during and after the term of this Agreement to perform any act reasonable
required  to  perfect  Viaquos  title  therein.

ARTICLE  5  --  REPORTS  AND  PAYMENTS  BY  SIVAULT

5.1 Monthly Sales Reports and Payments. Within ten (10) calendar days of the end
    -----------------------------------
of  each calendar month, SiVault shall: (a) report to Viaquo the total amount of
Gross Revenues (and newly activated end user seats) received by SiVault from all
business i-elated to the ASP service during that month; and (b) pay to Viague an
amount  equal  to the royalty percentage on all such Gross Revenues as specified
in  the  relevant Product Schedule (Sec Exhibit I). For purposes of this Section
5.1,  a  seat  is  "activated" when it is made available for use by an End User,
regardless  of  whether  the  End User actually uses the seat or not during that
month, and without regard to the existence, or amount, of any fee charged to the
End  User  by  SiVault  for  access  to  such  seat.

5.2  Payment  Terms.  SiVaut shall pay Viaquo all amounts in U.S. Dollars within
     ---------------
thirty  (30)  calendar days, regardless of whether SiVault has received payments
due  to  it  from any End User. Any conversions from non-U.S. currencies to U.S.
dollars  shall be made as of the last business day of the month during which the
payment  is  due, according to the daily 12noon buying rates of the U.S. Federal
Reserve  Bank  in  New  York  (currently  available  at
hvcp://www.ny.frb.org/pihcme/statistics/forexi2.shtml).  All  payments  shall be
made  by wire transfer to Viaquo's bank account no. 12100035 00986-08718, branch
no,  11-35/1210,  at  Bank of America (Milpitas Branch). 740 E. Calaveras Blvd.,
Milpitas, CA 95035, USA. Any amount not paid within thirty (30) calendar days of
its  due  date shall be subject to a ten percent (I 0%) late penalty in addition
to  any  other  recourse  Viaquo  may  have  under  this  Agreement.

5.3  SiVault  shall  be  solely  responsible for, and shall pay, any sales, use,
rental,  receipt, personal property, value-added, consumption or other tax, levy
or similar governmental charge (except for income taxes assessed on Viaquo) that
may  be  assessed  in  any  jurisdiction,  whether  based  on gross revenue, the
delivery,  possession or use of Software Products licensed under this Agreement,
the  execution  or  performance  of  this  Agreement or otherwise. If SiVault is
required  under  law  to  withhold any such charge from payments made under this
Agreement,  then  the  amount  actually  remitted  by  SiVault to Viaquo will be
grossed  up  to ensure that Viaquo receives the Ml amount it would have been due
absent  any  such  charge,  using  the  following  formula:

     Grossed  up  amount  =  Scheduled  amount  /  (1  -  effective  tax  rate).

5.4  Audit  Rights.  SiVault  shall  keep  and  maintain  sufficient  records to
     --------------
determine  that  SiVault  is in compliance with the terms and conditions of this
Agreement. During the term of this Agreement and for one time thereafter, Viaquo
shall  have  the  right  to  have an independent certified public accountant (or
equivalent)  audit  the  records  and  accounts  of SiVault to determine whether
SiVault  is in compliance with the terms of this Agreement. Any such audit shall
be  performed  only  during  Si  Vault's  normal  business  hours,  and shall be
performed  in such a manner as to avoid unreasonable interference with Sivault's
business  operations.  Si  Vault shall promptly remit to Viaquo any underpayment
discovered  by  the  auditor. Should an audit reveal that the aggregate payments
made to Viaquo for all Software Products over the course of any calendar quarter
represent an underpayment of more than ten percent (10%) of the aggregate amount
actually  due  for  such  calendar  quarter  (a  "Material  Payment
                                                  -----------------
Noncompliance"),SiVault  shall  pay  to Viaquo a penalty of ten percent (10%) of
-------------
the  amount  actually  due,  and  reimburse Viaquo for the full costs (including
travel)  of  such  audit,  if  SiVault  has  two  (2)  or  more Material Payment
Noncompliances  in  any  twelve  month  period, or has five (5) or more Material
Payment  Noncompliances  throughout  the  term  of  this  Agreement,  Viaquo may
terminate this Agreement for material breach. The audits are limited to once per
calendar  year,  and  thither limited to once after expiration or termination of
this  Agreement,  except that following any auit that reveals a Material Payment
Noncompliance,  Viaquo  may demand additional quarterly follow-up audits (on the
same  terms  as  set forth above) until the auditor in its professional judgment
determines  that  Sivault  is  in  compliance  with the terms of this Agreement.

ARTICLE  6--  INSTALLATION,  OPERATION,  SUPPORT  AND  MAINTENANCE


                                      E-32
<PAGE>

6.1  Training.  Viaquo  shall, at its expense, provide training for a reasonable
     ---------
number  of  SiVault  technical  personnel,  at  Viaquos  facilities in San Jose,
California in the use, installation and maintenance of the Software Products. Si
Vault  shall  be  responsible for the salary, subsistence and travel expenses of
any  SiVault  personnel  receiving  such  training.

6.2  Installation. SiVault  shall  be  responsible,  at  its  expense,  for: (a)
     -------------
acquiring or leasing the Authorized Servers and any other equipment necessary to
host  the  Software Products; (b) installing the Software Products at Authorized
Servers;  and  Cc)  obtaining any net-work access or other connectivity required
for End Users to access the Software Products; II' SiVault requests that Viaquo'
engineers  or  other  personnel  be on site for any installation of any Software
Product  and Viaquo agrees to provide such personnel. Sivault shall pay Viaquo's
then-current  standard  consulting  fees for such support, plus reimburse Viaquo
for  travel  and  other  costs  incurred  in  connection  therewith.

6.3  Service Levels. SiVault shall host the Software Products in accordance with
     ---------------
SiVault's  standard  service  level  agreement,  but  in  no  event  less  than
commercially  reasonable  levels  as  determined  by  contemporaneous  industry
practices  for  the  healthcare  industry.

6.4  Support  By  SiVault.  Except  as provided in Sections 6.6 and 6.7, SiVault
     ---------------------
shall  be  solely  responsible  at  its expense for providing all support to End
Users  in connection with operation and use of the Software Products (including,
without  limitation,  software  support  for configuration. networking and other
routine  operational  issues).  SiVault  shall provide End Users with telephone,
email  and  Internet  access  to  such  support Sivault shall promptly report to
Viaquo  all Program Errors of which SiVault becomes aware (whether from End User
reports  or otherwise), and fully cooperate with Viaquo in reproducing, testing,
and  remediating  such  Program  Errors.

6.5  Staffing.  SiVault  shall  employ  sufficient  engineers  trained  in  the
     ---------
installation,  operation,  support and maintenance of Software Products to carry
out  its  responsibilities under Sections 6.2, 6.3 and 6.4. SiVault may delegate
implementation  of  its  duties  to  qualified  personnel,  hut  shall  remain
responsible  for  the  performance  thereof.

6.6  Support  By  Viaquo. Viaquo  shall  at its expense provide "second tier" or
     --------------------
backline  support  to  SiVault,  including:

(a)  providing  electronic mail or telephone support to SiVault with respect to
     non-routine SiVault operational problems encountered by SiVault or its End
     Users;  and

(b)  tracking Program Errors in Software Products reported by SiVault, and using
     commercially  reasonable  efforts  to  provide  fixes  or  workarounds  for
     material  Program  Errors.

Upon  SiVault's  request,  Viaquo  may  at  its  discretion  furnish  technical
personnel  for  on-site assistance to SiVault to resolve Program Errors. In such
event, Sivault shall pay Viaquo's then-current standard consulting fees for such
support,  plus  reimburse  Viaquo  for  travel  and  other  costs  incurred in
connection  therewith.

6.T  Updates and Upgrades. Viaquo shall provide SiVault with Updates at no cost,
     ---------------------
after  such  Updates  are  commercially  released  by  Viaquo.  SiVault shall be
responsible  for  ensuring  that  such  Updates  ate  promptly  installed on the
Authorized  Servers,  taking into account the urgency of the installation (e.g.,
to  fix  security  holes,  remediate infringements, etc.) as well as the need to
reasonably avoid disruptions to SiVault's hosting operations. Such installation
shall  not,  in  any  event,  occur  later  than ninety (90) calendar days after
receipt of the Update from Viaquo. If SiVault believes that installation within
nu]ety  (90) days is not commercially practicable, SiVault shall promptly inform
Viaquo,  and the parties shall negotiate and cooperate in good faith to complete
the  installation as expediently as possible under the circumstances. If SiVault
desires  to  receive  Upgrades, the parties will negotiate the pricing therefor.

ARTiCLE  7--  REPRESENTATIONS,  WARRANTIES  AND  DISCLAIMERS

7.1  No  Conflicting Agreements. Each party represents and warrants to the other
     ---------------------------
that,  as  of  the  Effective  Date  of this Agreement, it is not a party to any
agreement  (including  without  limitation  any hosting, license or distribution
agreements) that conflicts with the rights granted and obligations undertaken to
the  other  party  under  this  Agreement.  Each


                                      E-33
<PAGE>

party  agrees  that,  during the term of this Agreement, it shall not enter into
any  agreement that conflicts with the rights granted and obligations undertaken
to  the  other  party  under  this  Agreement.

7.2  Limited  Software  Product  Warranty. Unless  otherwise  specified  in  an
     -------------------------------------
applicable  Product  Schedule,  Viaquo warrants that for a period of ninety (90)
calendar  days  from  the  dare  of  delivery  to  SiVault:

(a)  each  Software  Product  shall  materially  perform  in accordance with the
     relevant  Documentation  therefor;  and

(b)  the media on which Software Products are furnished shall be free of defects
     in  material  and  workmanship  under  normal  use,

In  case  of  breach  of  the  above  warranties,  Viaquo shall use commercially
reasonable  efforts  to:

(c)  repair or replace the Software Products failing to perform according to the
     published  specifications  under  (a)  above,  in  accordance with Viaquo's
     then-current  RMA  procedures;  or

(d)  repair  or  replace  a copy of the Software Products haying defective media
within  thirty  (30)  calendar  days  after  return  of the defective product in
accordance  with  Viaquo's  then-current  RMA  procedures.

Except  for the foregoing to the full extent allowed by applicable law, Software
Products  are  provided  "AS IS." SiVault's exclusive remedy and Viaquo's entire
flability  under this limited warranty will be, at Viaquo's option, to repair or
replace  the  Software  Products.

7.3  Defects  Not  Covered by Warranties. Viaquo shall have no obligations under
     ------------------------------------
the warranty provisions set forth in Section 7.2 if any nonconformance would not
have  occurred  but  for:  (a)  incorporation  or utilization of any third party
program  with  a  Software  Product;  (b)  misuse,  alteration, modification, or
enhancement  of a Software Product; (c) use of a Software Product for other than
the  specific  purpose  for  which  it was intended; or (d) or use of a Software
Product  on  any  system other than the specified hardware platform for which it
was  designed.

7.4  High Risk Activities. SiVault ACKNOWLEDGES THAT PRODUCTS MAY CONTAIN ERRORS
     ---------------------
AND  ARE  NOT  DESIGNED  OR  INTENDED  FOR  USE  IN ON-LINE CONTROL EQUIPMENT IN
HAZARDOUS  ENVIRONMENTS  REQUIRING  FAIL-SAFE  PERFORMANCE,  INCLUDING  WITHOUT
LIMITATION,  AIR TRAFFIC CONTROL, LIFE SUPPORT EQUIPMENT, OR WEAPONS SYSTEMS, IN
WHICH THE FAILURE OF THE PRODUCTS PRESENTS A HIGH PROBABILITY OF DEATH, PERSONAL
INJURY  OR.  SEVERE  PHYSICAL  OR ENVIRONMENTAL DAMAGE (COLLECTIVELY, "HIGH RISK
                                                                       ---------
ACTIVITIES").  SiVault  REPRESENTS  AND WARRANTS THAT IT WILL NOT HOST, USE., OR
----------
LICENSE  THE  SOFTWARE  PRODUCTS  FOR  HIGH  RISK  ACTIVITIES.

7.5  No Other Warranties. THERE ARE NO REPRESENTATIONS, WARRANTIES OR ASSURANCES
     --------------------
EXCEPT  AS  EXPRESSLY SET FORTH IN THIS AGREEMENT. TO THE FULL EXTENT ALLOWED BY
APPLICABLE  LAW,  EXCEPT  AS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED
CONDITIONS,  REPRESENTATIONS  AND  WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED  WARRANTY  OF  MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE OR
NON-INFRINGEMENT,  ARE  HEREBY  DISCLAIMED.

ARTICLE  8  -  INDEMNIFICATTON

8.1  Indemnification by Viaquo. Subject to the provisions of Section 8.3, Viaquo
     --------------------------
shall defend and indemnify SiVault from and against any claims alleging that the
authorized  hosting or use of Software Products delivered to SiVault under this
Agreement  infringes  any  copyright  or  trade  secret  of  a  third  party.

8.2  Indemnification  by  Sivault.  Subject  to  the  provisions of Section 8.3,
     -----------------------------
SiVault  shall  defend  and  indemnify Viaquo from and against any claims to the
extent  resulting  from  any:  (a)  breach of arty representation or warranty of
SiVault  under  this  Agreement;  (b) representation or warranty with respect to


                                      E-34
<PAGE>

Software  Products  made  by  SiVault  beyond  the  warranties made by Viaquo to
SiVault  under  this Agreement; or (c) any failure of SiVault to comply with any
applicable  law  or regulation in the course of performing under this Agreement.

8.3  Conditions.
     -----------

(a)  Notification.  The  indemnities  set forth in Sections 8.1 and 8.2 shall be
     -------------
     conditioned  upon  the  indemnified  party,  prior  to  incurring  any
     indemnifiable  expenses,  promptly  notifying  the  indemnifying  party  in
     writing  of  any  such  claim  suit,  expense  or  the  like.

(b)  Control  of  the  Matter.  The  indemnified  party shall: (i) tender to the
     indemnifying party exclusive authority to defend or settle the dispute; and
     (ii)  fully  cooperate  with  the  indemnifying  party  at the indemnifying
     party's expense. If the indemnifying party does not elect to assume control
     of  the  matter,  it  shall nevertheless indemnify the indemnified party as
     provided  in  Sections  8.1 and 8.2. The indemnified party shall obtain the
     indemnifying  party's  prior  written  approval  of  any  settlement, which
     approval  shall  not  be  unreasonably  witheld.

8.4  Options.  Should  any  Software  Product  hereunder  become or, in Viaquo's
     --------
opinion,  be  likely  to  become  the  subject  of  a  claim  or infringement or
misappropriation  of  a third party's intellectual property right, Viaquo at its
option may: (a) procure for Sivault, at no additional cost to SiVauIt, the right
to  continue  to  host  the Software Product; (b) replace or modify the Software
Product,  at  no  additional  cost  to  SiVault,  to  make such Software Product
non-infringing  or  non-misappropriating,  provided  that  substantially similar
functionality  and  performance  is  obtained  with  the replacement or modified
Software  Product;  or (c) if the right to continue to host the Software Product
cannot be procured under commercially reasonable terms, or such Software Product
cannot  be  raplaced  or  modified  at commercially reasonable time and expense,
terminate  this  Agreement (or the relevant portion thereof) upon written notice
to  SiVault.  Upon  such  termination,  SiVault  shall return to Viaquo any such
Software  Products.

8.5  Exclusions. Notwithstanding  anything  to the contrary Viaquo shall have no
     -----------
obligation  to  indemnify  and  defend  SiVault  or  to  pay costs, damages or
attorneys'  fees  for  any  claim  based  upon:

(a)  the  combination, operation, hosting or use of Software Products with other
     equipment,  code,  programs  or  data  not  supplied  by  Viaquo  if  such
     infringement  or  misappropriation  would  have  been  avoided  but for the
     combination,  operation  or  use of Software Products with other equipment,
     code,  programs  or  data;

(b)  hosting  or use of other than the then-latest version of Software Products,
     if  such  infringement  or  misappropriation could have been avoided by the
     hosting  or  use of the latest version of Software Products and such latest
     version  had  been  made  available  to  SiVault;

(c)  modification  of Software Products by SiVauk in the event such infringement
     or  misappropriation  would  have  been avoided but for such modifications;

(d)  hosting  or  use  outside  the  scope  of  the  licenses granted under this
     Agreement;  or

(e)  modification  of  Software  Products  by  Viaquo  solely to comply with the
     specifications  or  directions of SiVault unless Viaquo knew or reasonably
     should  have known that such modification would result in such infringement
     or  misappropriation.

ARTICLE  9-  TERM  AND  TERMINATION

9.1  Term.  The term of this Agreement shall commence on the Effective Date and
     -----
shall  continue  for  an  initial  term of three () years thereafter, subject to
automatic  renewal for a successive two (2) year renewal term unless either pat'
notifies  the  other  party of its interest not to renew at least six (6) months
prior  to  the  end  of  the  initial  or  any  renewal term, in which case this
Agreement  shall  expire.  This  Agreement  may  also  be  earlier terminated as
provided  in  Section  9.2.

9.2  Termination.  This  Agreement  may  be  terminated  as  follows:
     ------------


                                      E-35
<PAGE>

(a)  upon  mutual  agreement  of  the  parties  at  any  time;

(b)  by  either party at ha option immediately upon written notice, if the other
     party  materially breaches any material term or condition of this Agreement
     and  such  material  breach  is  not  cured  or  corrected withm sixty (60)
     calendar  days;

(c)  by  Viaquo  at  its  option  immediately  upon  written  notice, if SiVault
     breaches  its  payment  obligations  pursuant to Article 5 five (5) or more
     times  in  the  aggregate;

(d)  by  either party at its option immediately upon written notice, if: (i) the
     other  party is adjudicated bankrupt or makes an assignment for the benefit
     of creditors: (ii) it' a receiver, liquidation, administrator or trustee is
     appointed  for  the  other  party's  affairs (or any analogous procedure is
     initiated);  or  (iii)  the  other  party  is  dissolved;  or

(e)  by  either party as provided in Article 12cr Section 13.11, or by Viaquo as
     provided  in  Sections  5.4,  8,4  or  10.4.

9.3  Rights  of  Suspension.  Viaquo  may,  at  its option, suspend (rather than
terminate)  this Agreement upon the occurrence of any event that would otherwise
have  given  Viaquo a right of termination under Section 9.2. Upon suspension of
this  Agreement,  Agreement,  and  if the suspension is not be cured to Viaquo's
reasonable  satisfaction  within  six  (6)  months,  then  this  Agreement shall
automatically  terminate.

9.4  Effect of Suspension, Expiration or Termination.
     ------------------------------------------------

(a)  Effect on  Hosting  License and Fees  upon Suspension or Expiration.  Upon
     --------------------------------------------------------------------
suspension  or  expiration  or termination of this Agreement for any reason: (1
the  hosting  license  granted  to  SiVault  and Viaquo's obligations under this
Agreement shall terminate with respect to SiVault's ability to sell the SiVault
service  to  new  End  User  organizaons;  (ii)  providing SiVault is making the
appropriate royalty payments to Viaquo, SiVault may continue hosting of Software
Products  to  existing  End  User organizations including adding or removing End
Users  to  the  system  in  response  to  existing  End  User  organizations'
requirements, however SiVault shall not be permitted to sell its ASP services to
new End User organizations until, if suspended, the reason for the suspension is
cured,  or  if  expired,  a new agreement is signed. SiVault shall implement its
continued  royally  payment obligations by depositing all payments received from
SiVau]t  End  Users  for  services into a third party trustee account over which
Viaquo  shall  have  control,  and from which Viaquo shall direct payments to Si
Vault of any funds remaining after first collecting from the trustee account any
royalty fees owing to Viaquo from SiVault under this Agreement. When SiVault has
substantially  cured the default that caused the suspension (if any) to Viaquo's
satisfaction,  or  signed a new or extension agreement with Viaquo (if expired),
SiVault may thereafter close the trustee account and deal with End User payments
in  the  normal  course  of  its business and as contemplated by this Agreement.

(e)  Survival. The  following  shall  survive  expiration or termination of this
     ---------
Agreement;  (i)  any  provision  expressly  stated  to survive; (ii) Articles or
Sections 1, 2.7, 5.3, 6.4, 7.3, 7.4, 7.5,8,9.4, 10, 11, 12 and 13; and (iii) any
amount  then  due  and  payable.

(d) Return of Software Products. If this Agreement expires or is terminated with
    ----------------------------
respect  to  an  end user organization, SiVault shall (at its expense) return to
Viaquo (or at Viaquo's option, destroy) any Software Products in its possession.
End  Users who discontinue paying SiVault for the ASP service, or whose licenses
otherwise  expire  or  are  terminated,  shall  also  be required to required to
destroy  or  return  all Software Products and associated documentation in their
possession.

ARTICLE  10  PROPRIETARY  RIGHTS

10.1  Ownership.  Sivault  acknowledges  and  agrees  that Viaquo owns and shall
      ----------
retain all right, title and interest in and to the technology or data comprising
the  Software  Products,  and  all intellectual property rights related thereto,
throughout  the  world.


                                      E-36
<PAGE>

10.2 Trademarks and Branding. It is understood that Sivault intends to privately
     ------------------------
brand  the  Software Product under us own name (e.g., RxSeal) and will add other
software  to  ViaSeal  to  provide  a specialized transaction control system for
several  types  of  applications.  Whatever brand SiVault chooses, SiVault shall
brand  its  Software  Product offerings as Secured by Viaquo,"or equivalent mark
approved  by  Viaquo,  using  a  form  of graphic to be provided by Viaquo. Such
branding  shall  be visible to the End User promptly upon accessing the Software
Product  (e.g.,  on  the  "splash  screen" at startup). SiVault acknowledges and
agrees  that,  as  between  Sivault and Viaquo, Viaquo owns and shall retain all
right,  title  and  interest  in  Viaquo Trademarks. Except as set forth in this
                                                     ---------------------------
Agreement  or subsequently approved by Viaquo via email or letter, no license or
--------------------------------------------------------------------------------
right  is  granted  to  SiVault to use or display any trademark of Viaquo in any
--------------------------------------------------------------------------------
manner whatsoever on any product or document. SiVault agrees that neither it nor
---------------------------------------------
any of its Affiliates will register (or apply to register) any Viaquo Trademark.
All  use  and  other acts by Sivault with respect to Viaquo Trademark under this
Agreement  will  inure  to  the  benefit  of  Viaquo.

10.3  Proprietary  Rights  Notices.  SiVault  agrees  that each copy of Software
      -----------------------------
Products  delivered  to  End  Users  shall  contain  the same copyright, patent,
trademark  and  other  proprietary rights notices, if any, which appear on or in
such  Software  Products  as  delivered  by  Viaquo  to SiVault, consistent with
SiVault's private branding requirements. SiVault shall not remove, obliterate or
modify  arty  of  the required Viaquo Trademarks, or Viaquo's proprietary rights
notices,  from any Software Product or from any audio or visual displays created
by  the  Software  Product.

10.4  No  Reverse  Engineering. SiVault agrees during and after the term of this
      -------------------------
Agreement  not  to alter, decompile, disassemble, reverse engineer, or otherwise
attempt  to discover source code underlying the Software Products, or create any
Derivative  Works  based  on  the  Software  Products  (all  of  the  foregoing,
collectively, Viaquo shall have right to terminate this Agreement immediately if
Si  Vault  breaches  this  Section  10.4.  If  SiVault acquires any intellectual
property  right  arising  out of any Prohibited Act, SiVault hereby assigns such
right  to  Viaquo, and shall during and after the term of this Agreement perform
any  act  necessary  to  perfect  Viaquo's  title  in  the  foregoing.

10.3  Third  Party  Infringement. SiVault  shall  take  all reasonable  steps to
      ---------------------------
safeguard  the Software Products from any unauthorized manufacture, duplication,
use,  sale  or  other  activity that might infringe or misappropriate any Viaquo
intellectual  property  right.  SiVault  shall  promptly  notify  Viaquo  upon
suspecting  or  becoming  aware  of  any  such  activity. Upon Viaquo's request,
SiVault shall provide Viaquo with whatever assistance is reasonably necessary to
counter  such  activities.

ARTICLE  11  --  LIMITATION  OF  LIABILITY

11.1  Limitation.  Viaquo's  liability to SiVault for all claims relating to any
      -----------
Software  Product under this Agreement, whether for breach or in tort or arising
in  any  way  in connection with this Agreement, shall be limited to one hundred
percent  (100%)  of' the aggregate amount having been paid by SiVault to Viaquo
for  such  Software  Product.

11.2  Damages.  IN  NO  EVENT  SHALL  EITHER  PARTY  BE LIABLE FOR ANY INDIRECT,
      --------
PUNITIVE,  SPECIAL,  INCIDENTAL  OR  CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR
ARISING  OUT  OF  THIS  AGREEMENT (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS.
USE,  DATE OR OTHER ECONOM(C ADVANTAGE), HOWEVER CAUSED AND UNDER. ANY THEORY OF
LIABILITY,  WHETHER  FOR  BREACH  OR TERMINATION OF THIS AGREEMENT, EVEN IF THAT
PARTY  HAS  BEEN  PREVIOUSLY  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES.

11.3 Exception. The limitations of liability in Sections 11.) and 11.2 shall not
     ----------
apply  to  any  breach  of  Articles  10  or  12.

ARTICLE  12--  CONFIDENTIALITY

12.1  Terms  of  Agreement.  Neither  party  shall disclose the pricing or other
      ---------------------
economic  terms  of  this  Agreement,  except  to  its  affiliates,  attorneys,
accountants  or  (potential  or actual) investors, who have agreed in writing or
are  otherwise  bound  to  maintain  the  confidentiality  of  such  terms,


                                      E-37
<PAGE>

12.2  Confidential  Information. During the term of the Agreement each party may
      --------------------------
be  exposed  to  certain  u7fotnlaticn  concerning  the  other party's business,
products,  proposed  new products, customers, arid related information, which is
the  proprietary  or  confidential  information  of  the  other party and is not
generally  known  to  the public ("confidential Information"). Each party agrees
that  during  and  after  the  term  of  this  Agreement  it  shall  not use any
Confidential  Information  of the other except in accordance with the provisions
of  this  Agreement  and  shall not disclose any Confidential Information of the
other  to any third party without the prior written consent of such, other party
-  Each  party hereby consents to the disclosure of its Confidential Information
to  the  employees of the other as is reasonably necessary in order to allow the
other  party  to perform this Agreement and obtain the benefits hereof, provided
that  each  such  employee  is  bound  by  a  written  confidentiality agreement
protecting such Confidential Information, Each party further agrees to treat all
Confidential  Information  of  the other in the same manner as it treats its own
Confidential  Information.  Either  party shall have the right to terminate this
Agreement:  (a)  immediately if the other party materially breaches this Section
12.2  and  such  breach  can  not  be cui-ed or (b) lithe other party materially
breaches  this  Section 12.2 three (3) or more times throughout the term of this
Agreement.

12.3  Exceptions.  The provisions of this Sections 12.1 and 12.2 shall not apply
      -----------
to  any  part of the Confidential Information of a receiving party to the extent
that

(a)  such information was in its possession prior to disclosure to it hereunder;

(b)  such  information  was  generally  known  or otherwise in the public domain
     prior to disclosure to it hereunder, or becomes so known subsequent to such
     disclosure through no fault of such party, except that the parties agree to
     treat  confidential  details of the other parry's unannounced products arid
     their  introduction  plans  until  such time as they are announced by press
     release  or  official  public  communication;

(c)  such  information  was  received  by  it  from  a  third party not under an
     obligation  to  the  owner  of  such  information  not  to  disclose it; or

(d)  such information was independently developed by a party without the benefit
of  the  other  party's  Confidential  Information.

ARTICLE  13 -  GENERAL  PROVISIONS

13.1 Notices. All notices required or permitted under this Agreement shall be in
     --------
writing  and  shall  be either delivered personally, sent by airmail, or sent by
facsimile  or  email  with a confirmation copy sent by airmail or courier within
one  (1)  week,  to  the  other  party  as  follows:

If  to  Viaquo:  Viaquo  Corporation
                 2460  North  First  SITett  Suite  280
                 San  Jose,  CA  95  13  I
                 USA
                 Attention;  Chief  Executive  Officer
                 Telephone:  (408)  850.8400
                 Facsimile:  (408)  850-8401
                 Email:  wbsweet@viaquo.com
                         franz@viaquo.com

If to  SiVault:  SiVault  Analytics,  Inc.
                 2033  Gateway  Place,  Suite  500
                 San  Jose,  CA  95  1.  10
                 U.S.A
                 Attention:  Chief  Executive  Officer
                 Telephone:  (408)  96l-805
                 Facsimile;  (707)  924-0147
                 Email:  emilian@SiVault.com
                         jonatan@SiVault.com


                                      E-38
<PAGE>

Either  party may change the address or facsimile number to which notices are to
be  delivered  or  sent  by  written  notice  to  the  other  party

13.2  Export. SiVault acknowledges that Software Products and technical data are
      -------
subject to U.S. export control laws and regulations and may be subject to export
or  import laws and regulations in other countries. SiVault acknowledges that it
has  the  responsibility  to  obtain  all licenses as nay be required to export,
re-export  or  import  Software  Products  or  technical  data after delivery to
SiVault  under this Agreement. SiVault agrees not to export, re-export or import
Software  Products  or technical data related to it, except as permitted by, and
in  strict  compliance with, all such laws and regulations. Without limiting the
generality  of  the foregoing, SiVault shall in no event export or re-export any
Software  Product  to  any  country  on  the  U.S.  government's  "T-7"  list of
terrorism-supporting  countries  (currently  available  at
http://w3.access.gpo.gov/bis/ear/pdf740spir.pdf)  or  to  any  person on the US.
government's  "Denied  Persons  List"  (currently  available  at
http://www.bxa.doc.gov/dpl/Default.shtm)  or to any other prohibited location or
entity  that  may  in  the  future  be  added  to the U.S. Export Administration
Regulations.  Viaquo  reserves  the  right  to  revoke  or  limit the use of the
Software  Product  if  necessary  to prevent access to a Software Product by any
entity  whose  access  thereto  would  violate any export regulation of the U.S.
government,  and  SiVault  shall  fully  cooperate with Viaquo in the foregoing.

13.3  Transferability.  Neither  party may assign any of its rights, or delegate
      ----------------
any  of  its obligations, under this Agreement without the prior written consent
of  the  other  patty  and any such attempted assignment, delegation or transfer
shall  be  void;  provided,  however,  that  Viaquo or SiVault may transfer this
Agreement in connection with a merger or acquisition of substantially all of its
business,  assets or equity relating to the subject matter hereof, provided that
the  transferee  agrees in writing to honor all the terms and conditions of this
Agreement.

13.4  Escrow.  Viaquo  agrees  to place the source code of the Software Products
      -------
into  escrow  for  the  duration  of  this  agreement  (see  Exhibit  III).

13.5  Governing  Law. This Agreement shall be construed and governed by the laws
      ---------------
of the State of California as applied to transactions taking place wholly within
California between California residents. This Agreement shall not be governed by
the  U.N.  Convention  on  Contracts  for  the  International Sale of Goods. The
parties  hereby  submit to the personal jurisdiction of and agree that any legal
proceeding  with  respect  to  or  arising under this Agreement shall be brought
exclusively in, the federal and state courts located in the State of California.

13.6  Waiver. No  delay,  omission  or  failure  to exercise any right or remedy
      -------
provided  for  in  this  Agreement  shall be deemed to he a waiver thereof or an
acquiescence in the event giving rise to a right or remedy, but every such right
or remedy may he exercised, from time to time, as may he deemed expedient by the
party  exercising  such  right  or  remedy.

13.7 $everability. In the event that any provision of this Agreement is found to
be  invalid  or  unenforceable it will be enforced to the extent permissible and
the  remainder  of  this  Agreement  shall  remain,  in  full  force and effect.

13.8  Relationship  Between the Parties. The parties are independent contractors
      ----------------------------------
to  each  other,  and  neither  party  has  the authority to make any statement,
representation,  warranty or other commitment on behalf of the other patty. This
Agreement  does not create any agency, employment, partnership, joint venture or
similar  relationship  between  the  parties.

13.9  Construction. This Agreement has been negotiated by the parties hereto and
      -------------
by  their  respective  counsel.  This  Agreement  will be fairly interpreted and
construed  in  accordance  with  its  terms and without strict interpretation or
construction in favor of or against either party. The headings appearing in this
Agreement  are  inserted  only  as a matter of convenience and in no way define,
limit,  construe  or describe the scope or extent of such section, or in any way
affect  this Agreement. The term "including" (aid all variants thereof) shall be
construed  to  mean  "including",  without  limitation."

13.10  Amendment.  No amendment or modification of this Agreement shall be valid
       ----------
or binding upon the parties unless made in writing and signed by or on behalf of
each  path.


                                      E-39
<PAGE>

13.11  Entire  Agreement. This Agreement, together with its Exhibits and Product
       ------------------
Schedules,  constitutes the entire agreement between the parties with respect to
the  subject  matter  hereof,  and  shall  supesede  any  prior  agreements or
understandings between the parties, whether written or oral, with respect to the
subject  matter  hereof.  This Agreement was made in the English language, and
the  English  language version thereof shall be the sole legally binding version
hereof.  No non-English language version of tins Agreement may be used to affect
any  right  or  obligation  between  the  parties  relating  to  this  Agreement

13.12  Force Majeure. Except  as  may  be  otherwise provided in this Agreement,
       --------------
neither  party  will be deemed to have materially breached this Agreement to the
extent that performance of its obligations are delayed or prevented by reason of
any  act  ot  government or government regulation, natural disaster, act of God,
fire,  earthquake,  flood,  storm  accident,  shortage  of equipment, materials,
supplies  or services beyond the reasonable control of such party, strike, labor
dispute  or  walkout,  war,  riot, insurrection., civil commotion, or any other
cause  beyond  the  reasonable  control  of such party; provided that such party
promptly  notifies  the  other  party  of  the nature and duration of such force
majeure  event  but  only  for  so  long  as such force majeure event continues.
However,  if  such  performance  is  delayed or prevented for a period exceeding
ninety  (90)  calendar days, the other party shall he entitled to terminate this
Agreement.

13.13  Execution. This Agreement may be executed using facsimile signature pages
       ---------
(without  requiring  confirmation  copies  pursuant  to  Section 13.1) and/or in
counterparts,  each  of  which  shall  be deemed an original and legally binding
signature.  Each  party  agrees not to (directly or indirectly) assert that this
Agreement  has  been improperly executed, Or is ineffective, based on the use of
counterparts  or  facsimile  signatures.

IN  WITNESS  WHEREOF, the undersigned have entered into this Agreement as of the
Effective  Date.

VIAQUO  CORPORATION                 SIVAULT ANALYTICS, INC.

By: /s/ W.B. Sweet                  By: /s/ Emilian Elefteratos
Name:  W.B. Sweet                   Name:  Emilian Elefteratos
Title: CEO                          Title: CEO
Date:  6/3/04                       Date:  6/3/04


                                      E-40
<PAGE>

EXHIBLT  I  -  PRODUCT  SCHEDULE

This  Exhibit  I may be amended or modified from time to time by the parties, by
mutual  agreement  and  signature.  All  such  new  Exhibit  I versions shall be
attached  to  this  agreement  to  provide  an  appropriate  audit  trial of the
relationship.

Software Products
-----------------
Viaquo's  ViaSeal  software,  primarily  consisting  of  the  server  and client
modules,  with  associated  databases,  token  generators,  Plug-ins,  Software
Development  Kit  (SDK)  and  other  associated  software

Prohibited Competing Products
-----------------------------
[TBD]

Exclusivity  Requirements
--------------------------
SiVault's  exclusive  area  shall  he  defined  as the combination of all of the
following  conditions  (a  logical  ANDing  of  conditions),  evaluated  on  a
country-by-county  basis  throughout  the  world:

1.   A  hosted  Application  Service Provider (ASP) service provided by SiVault,
     either  directly  as a service-for-fee arrangement with a SiVault End User,
     or  indirectly,  through  a  SiVault's End User hosting its own copy of the
     SiVault  ASP  software  system, where fees are collected in essentially the
     same  manner,  except  that  such fees may be lower in consideration of the
     investment  and  services  provided  directly  by  the  End  Users.

2.   A  transaction-based  service,  wherein  the  ViaSeal Software Product is a
     component  part  of  the  system.

3.   An application in the Health Care industry, including the services consumed
     by  related companies such as hospitals, doctors' offices, medical clinics,
     health  care  insurance  companies,  transactions  clearing  companies, and
     stores,  governmental authorities and other organizations necessary for the
     service  to  work  or  to  be  interfaced  to.

Any  and  all  applications  outside of the above definition is an area in which
SVault  may  also operate, although it will not have exclusivity iii such areas.

Because  the  above  definition  of  exclusivity  is  extremely broad and may be
difficult  to  measure  as  the business for both companies evolve, the ultimate
test of whether exclusivity applies is that a license to another Viaquo customer
that  appears  to  satisfy the above three conditions and would compete with or
damage  SiVault's  ASP business as then being operated, is automatically defined
as  falling  within  the  exclusive  area.

If a prospective Viaquo customer requests to license the Software Products in an
application area that may arguably fall under the above definition, but in which
SiVault is not then operating and has no plans to operate in, SiVault shall have
a  one-month  right  of  first  refusal  on  any  such Software Product license,
providing it meets the same terms and prices as the prospective Viaquo customer.

SiVault  and  Viaquo  agree that they may jointly license their products to any
End  User,  providing  both  parties  agree  in writing to the terms and prices.

Exclusivity Commitment by SiVault
---------------------------------

Since Viaquo has invested in excess of ten million dollars in the development of
the  Software  Product,  Sivault's  exclusivity  in  the  Field of Use cannot be
maintained  unmodified  if  SiVault  cannot  generate  sufficient  royalties for
Viaquo.

Therefore,  this  agreement  will  be  reviewed every 12 months by the Executive
Management  of  Viaquo and SiVault to determine contract compliance and level of
royalties  generated.  The  review  dates  will  be


                                      E-41
<PAGE>

May 15, 2005
May 15, 2006
May 15, 2007

If,  upon  any  such  review,  Viaquo  determines that SiVault is not generating
sufficient  royalties  for  Viaquo,  then  Viaquo shall be allowed to modify the
exclusivity  by  soliciting  other  customers  in  the  Field  of  Use,  and ifa
prospective  ASP  licensing  arrangement is forthcoming with a customer, SiVault
shall  be  entitled to a one-month first right of refusal on that business deal,
and  any  succeeding  deal,  until  acceptable  continuous minimum royalty rates
(amounts)  are  paid  to  Viaquo  by SiVault, at which time Viaquo shall suspend
solicitations  of  other  customers  in  the  Exclusive  Field  of  Use.

Pricing Schedule
-----------------

Immediately  upon signing this Agreement, SiVault shall pay a non-refundable sum
of  two  hundred  fifty  thousand  dollars  ($250,000),  followed  by  another
non-refundable  payment  of  fifty thousand dollars (550,000) within six months.

In  addition,  for  all  provision  of SiVault services to any End User, SiVault
shall pay to Viaquo, ten percent (10%) of all Gross Revenues received by SiVault
or  its  applicable  subsidiaries,  if  any.  for  as  long as such services are
provided,  whether  this  Agreement  is  in  effect,  or  suspended,  expired or
terminated.

IP Addresses of Authorized Servers
----------------------------------
[TBD]

IN  WITNESS  WHEREOF, the undersigned have entered into this Exhibit I as of the
Effective  Date.


VIAQUO  CORPORATION                 SIVAULT ANALYTICS, INC.

By: /s/ W.B. Sweet                  By: /s/ Emilian Elefteratos
Name:  W.B. Sweet                   Name:  Emilian Elefteratos
Title: CEO                          Title: CEO
Date:  6/3/04                       Date:  6/3/04

                                      E-42
<PAGE>

EXHIBIT  H-  END  USER  LICENSE  AGREEMENT
(starts  on  next  page)


                      END USER SOFTWARE LICENSE AGREEMENT
        (for software accessed on-line through SiVault Analytics, Inc.)

This  end  user  software license agreement (the "Agreement") is effective as of
the  Effective  Date  (as  defined  in  Section  61)  between Viaquo Corporation
("Viaquo"),  a Delaware corporation having its principal business office at 2460
North  First  Street,  Suite  280,  San  Jose,  CA  9513],  SiVault Analytics,
("SiVault"),  a  California  corporation having its principal business office at
203  Gateway  Place.  Suite  560,  San  Jose,  CA.  95110  and
                                                                ----------------
having  an  address  at
                        --------------------------------------------------------
("Licensee").

ARTICLE  1  --  DEFINITIONS

"SiVault" is  an application service provider that, pursuant to a contract with
---------
Viaquo,  hosts  the  Software  for  on-line  access  by  licensees.

"Order  Schedule"  means  a  document  by  which  licensee  orders  Software
-----------------
subscriptions  from  SiVau]t.

"Respective  Software  Component"  means,  in  relation  to  the  Software,  the
---------------------------------
portion(s)  thereof  owned  by  Viaquo  or  SiVault,  respectively.

"Software"  means the combination of Viaquo and SiVault software products listed
----------
in  the  applicable  Order  Schedule,  together  with  any related updates, user
guides,  bistructions, reference materials provided to Licensee by Viaquo and/or
SiVault.  The  Software  is  limited  to object code form only. Unless otherwise
specified  on  an  Order  Schedule,  the  Software  will include SiVaults RxSeal
transaction  software,  secured  by  Viaquo's  ViaSeal  software.

ARTICLE  2 --  LICENSES

2.1  Software Licenses. Viaquo and SiVault hereby grant Licensee a nonexciusive,
     ------------------
nontransferable  license  to  access  the  Software  as  hosted  by  SiVault  in
accordance  with  this  Agreement, aid to use the Software solely for Licensee's
internal  business  operations. The scope and term of the license may be further
limited  by  an  applicable  Order  Schedule.

2.2  Limitation  on  License.  Licensee  shall  not:  (a)  disassemble,  reverse
engineer,  decompile or otherwise attempt to discover source code underlying the
Software; (b) modify, translate or create derivatives of the Software; (c) rent,
transfer,  operate a service bureau using the Software; or (d) permit any use of
the  Software  by any third party not expressly authorized in this Agreement. If
Licensee  acquires  any intellectual property right arising out of any breach of
provision  (a) or (b) above, and depending upon whether the software involved is
the property of Viaquo. or SiVault, Licensee hereby assigns such right to Viaquo
or  SiVault,  as  appropriate,  and  shall  during  and  after  the term of this
Agreement  perform  any  act  necessary  Confidential  to  perfect  Viaquo's  Or
SiVault's  title in the foregoing. No rights are granted except as expressly set
forth  in this Agreement, and no right or forbearance may be construed under any
theory  of  implication,  estoppel  or  otherwise.

ARTICLE  3 --  CONFIDENTIALITY

Licensee  acknowledges  that the Software comprises proprietary and confidential
information  of  Viaquo  and  SiVault.  Licensee  shall not use the Software, or
disclose  any  code  thereof  to  any  third  party. except as permitted by this
Agreement.  In no event will Licensee use less care to protect the Software than
it  uses  to  protect  its  own  non-public  information  of  equal  importance.

ARTICLE  4 -- MAINTENANCE  &  SUPPOIT

4.1  Generally.  Viaquo  does  not  provide  direct  maintenance  or support to
     ----------
licensees.  If  desired,  Licensee  should  contact  SiVault for maintenance or
support.

4.2  Error  Testing. Upon Viaquo's or SiVault's request, Licensee agrees to test
     ---------------
and  verify  any  suspected  error  or defect in the Software and to report such
errors  or  defects  to  Viaquo  or  SiVault  in  a  timely  manner.

ARTICLE  5-WARRANTY  & INDEMNIFICATION

5.1  Warranties.  Viaquo  and  SiVault  represent  and  warrant  for a period 90
     -----------
calendar  days from the Effective Date that: (a) their Respective. Software will
materially conform with the applicable Viaquo or SiVault documentation therefor;
and  (b) their Respective Software does not infringe any copyright, trade secret
or  trademark  right  or  any  third  party.

5.2  Disclaimer.  EXCEPT  FOR  THE  FOREGOING,  NO  OTHER  WARRANTIES  ARE MADE,
     -----------
STATUTOBY,  EXPRESS  OR.  IMPLIED, WITH RESPECT TO THE SOFTWARE AND ANY SERVICES
PROVIDED  HEREUNDER.  VIAQUO AND SJVAULT SPECIFICALLY DTSCLAIM ANY WARRANTIES OR
MERCHANTABILITY  AND  FITNESS  FOR.  A  PARTICULAR  PURPOSE.


                                      E-43
<PAGE>

5.3 Remediation. If the Software does not materially conform with the Viaquo and
    ------------
SiVault  documentation therefor, Viaquo and SiVault shall at their option either
modify  their  Respective  Software  or  the  documentation  to  remediate  the
noncompliance.  if  there  is  a claim (or threat of a claim) of infringement or
misappropriation  of  any intellectual property right of any third party, Viaquo
or  SiVault  may  in  their  discretion:  (a)  procure for Licensee the right to
continue using their Respective Software; (b) replace or modify their Respective
Software  to  make  it non-infringing; 01(c) il'(a) and (b) are not commercially
practicable,  terminate  the  relevant portion of the license. The provisions of
this  Section  5.3  shall be the exclusive remedy for breaches of the warranties
set  forth  in  Section  5.1.

5.4 LIMITATION ON LIABILITY. TO THE EXTENT ALLOWED DY APPLICABLE LAW, AND EXCEPT
    ------------------------
FOR  BREACHES  OP  ARTICLE  3  OR  FOR  ACTS  OF INTENTIONAL MISCONDUCT OR GROSS
NEGLIGENCE:  (A)  IN  NO EVENT WILL ANY PARTY BE LIABLE FOR ANY LOSS OF PROFITS,
LOSS  OR  INTERRUPTION  OF  BUSINESS,  LOSS OF USE OR DATA, OR FOR ANY INDIRECT,
SPECIAL,  INCIDENTAL  01.  CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF SUCH PARTY
HAS.BEEN  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES; AND (B) EACH PARTY'S
AGGREGATE  LIABILITY  TO THE OTHER PARTIES FOR DAMAGES IN ANY WAY RELATED TO THE
SUBJECT  MATTER  OF  THIS  AGREEMENT, AND REGARDLESS OF THE FORM OF ANY CLAIM OR
ACTION,  WILL  NOT  EXCEED AMOUNT OF TOTAL FEES PAID OR PAYABLE FOR THE SOFTWARE
HEREUNDER.

ARTICLE  6 -- TERM  &  TERMINATION

6.1  Term.  This Agreement will take effect when Viaquo has received an executed
     -----
copy hereof from the Licensee ("Effective Date") This Agreement and each license
granted  hereunder, unless otherwise indicated in the applicable Order Schedule,
will  remain  in  effect  unless  and  until  terminated.

6.2  Termination. This Agreement will automatically terminate if the contractual
-----------------
agreement between Viaquo and SiVault, pursuant to which SiVault is authorized to
host  the  Software,  expires  or is terminated, unless Viaquo by written notice
transfers  Licensee  to another Application Service Provider (ASP). Licensee may
terminate this agreement or any license at any time. Viaquo or SiVault will have
the  right  to  terminate  this  Agreement  if Licensee materially breaches this
Agreement (or a condition of the relevant license) and fails to cure such breach
within  thirty (30) calendar days following written notice of such breach; or if
the  breach is curable yet not of a type that with the exercise of diligence can
be  cured  within  thirty  (30)  days,  Licensee does not within such thirty day
period  initiate  all  steps  necessary  to  remedy  the  breach  and thereafter
diligently  prosecute  the  same  to  completion.

6.3  Effect  of Termination. Except  as  otherwise  provided  herein,  upon  the
     -----------------------
effective  date  of  any license termination, the Licensee shall cease using the
Software,  and  return  to  SiVault  or destroy all copies thereof in Licensee's
possession.

6.4  Survival  of Obligations. The following provisions will survive termination
     -------------------------
of  this  Agreement for any reason: (a) Articles or Sections 2.2, 3, 5.4 & 7 and
(b)  any  provision  that  expressly  indicates  it  will  survive.

ARTICLE  7 -- GENERAL  PRO  VISIONS

7,1  Notices. All notices required or permitted under this Agreement shall be in
     --------
writing  and  shall  be either delivered personally, sent by airmail, or sent by
facsimile  or  email  with a confirmation copy sent by airmail or courier within
one  (I)  week,  as  follows.

If  to  Viaquo:

                  Viaquo  Corporation
                  2460  North  First  Street,  Suite  280
                  San  Jose,  CA  95131,  U.S.A.
                  Attention;  Chief  Executive  Officer
                  Telephone:  (408)  850-8400
                  Facsimile:  (408)  850-8401
                  Email:  wbsweet@viaquo.com
                          franz@viaquo.com

If  to  SiVault:
                  SiVault  Analytics,  Inc.
                  2033  Gateway  Place,  Suite  500
                  San  Jose,  CA  95110,  U.S.A
                  Attention:  Chief  Executive  Officer
                  Telephone:  (40$)  961-8605
                  Facsimile:  (707)  024-0147
                  Email:  emilian@SiVault.com
                          jonatan@SiVault.com

If  to  Licensee:  As  set  forth  in  the  and/or  in  the  signature  block.
first  paragraph

7,2  Export. Licensee  acknowledges  that the Software is subject to U.S. export
     -------
control  laws  and regulations and may be subject to export or import laws and
regulations  in  other countries. Licensee shall not export, re-export or import
the  Software  except  as  permitted by, and in strict compliance with, all such
laws  and  regulations.


                                      E-44
<PAGE>

Without  limiting  the  generality  of the foregoing, Licensee shall in no event
export  or  re-export the Software to any country on the U.S. government's "T-7"
list  of  terrorism-  supporting  countries  (currently  available  at
http://w3.access.gpo.gov/bis/ear/pdf/740spir.pdf)  or  to any person on the U.S.
governments  "Denied  Persons  List"  (currently  available  at
http:/www.bxa.doc.gov/dpl/Default.shtm)  or  to any other prohibited location or
entity  that  may  in  the  future  be  added  to the U.S. Export Administration
Regulations.  Viaquo  reserves  the right to terminate access to the Software to
any  entity whose access thereto would violate any export regulation of the U.S.
government.

7.3 Transferability. Neither party may assign any of its rights, or delegate any
    ----------------
of its obligations under this Agreement without the prior written consent of the
other  party  and any such attempted assignment, delegation or transfer shall be
void;  provided, however, that Viaquo or Licensee may transfer this Agreement in
connection  with  a  merger  or acquisition of substantially allot its business,
assets  or  equity  relating  to  the  subject  matter hereof, provided that the
transferee  agrees  in  writing  to  honor  all the terms and conditions of this
Agreement.

7.4 Governing Law. This Agreement shall be construed by the laws of the State of
    --------------
California,  without  reference to choice of law principles. The U.N. Convention
on  Contracts  for  the International Sale of Goods shall not apply. The parties
submit  to the personal, jurisdiction of the federal and state courts located in
the  State  of  California, and agree that any legal proceeding relating to this
Agreement  shall  be  brought  exclusively  therein.

7.5  Waiver. No  delay,  omission  or  failure  to  exercise any right or remedy
     -------
provided  for  in  this  Agreement  shall be deemed to be a waiver thereof or an
acquiescence in the event giving rise to a right or remedy, but every such right
or remedy may be exercised, from time to time, as may be deemed expedient by the
party  exercising  such  right  or  remedy.

7,6  Severability. In the event that any provision of this Agreement is found to
     -------------
be  invalid  or unenforceable, it will be enforced to the extent permissible and
the  remainder  of  this  Agreement  shall  remain  in  hill  force  and effect.

7.7 Construction. This Agreement will be construed without strict interpretation
    -------------
or  construction  in  favor  of  or  against  either party. The headings in this
Agreement  are  for  convenience  only  and  shall  not  in  any way affect this
Agreement.  The  verb  "to  include"  (and  all  variations thereof shall not be
construed  as a term of limitation, unless expressly indicated by the context in
which  it  is  used.

7.8  Entire  Agreement.  This  Agreement,  together  with  its  associated Order
     ------------------
Schedule, constitutes the entire agreement (and supersedes any prior agreements)
between the parties, whether written or oral, with respect to the subject matter
hereof;  provided,  however, that no term in an Order Schedule may vary any term
of  this  Agreement  unless expressly provided for hereunder. This Agreement was
made  rn  the  English language, and the English language version thereof is the
only  legally  binding  version  hereof. No non-English language version of this
Agreement  may  affect  any  right or obligation between the parties relating to
this  Agreement.

Execution. This  Agreement  may  be  executed  using  a facsimile signature page
---------
(without  requiring confirmation copies pursuant to Section 7.1), which shall be
deemed  an  original  and  legally  binding  signature. Each party agrees not to
(directly  or  indirectly)  assert  that  this  Agreement  has  been  improperly
executed,  or  is  ineffective,  based on the use of a facsimile signature page.

Agreed  and  accepted  for  Licensee:

Company  Name:
                  ------------------------------
Company  Address:
                  ------------------------------
Company  Address
                  ------------------------------
Company  Website:
                  ------------------------------
Date  Executed
                  ------------------------------

Authorized  Signature:.
                  ------------------------------
Contact  Name:
                  ------------------------------
Contact  Title:
                  ------------------------------
Contact  Email:
                  ------------------------------
Contact  Telephone:
                  ------------------------------
Contact  Facsimile:
                  ------------------------------


                                      E-45
<PAGE>

                               EXHIBIT III-ESCROW

A  separate  Escrow  Agreement shall be placed under this section within 30 days
from  the  execution  of  this  Agreement.


                                      E-46
<PAGE>