Exhibit 10.1

                               DEVELOPMENT LICENSE
                          AND JOINT MARKETING AGREEMENT

This Agreement  ("Agreement") is made, entered into and effective as of July 18,
2003,  ("Effective  Date")  by and  between  xSides  Corporation,  a  California
corporation  with its principal  place of business at 821 Second  Avenue,  Suite
1600, Seattle,  Washington 98104 ("xSides"), and Y3K Secure Enterprise Software,
Inc.,  a Nevada  corporation  with its  principal  place of business at 108 West
Stewart St, Puyallup,  WA 98371 (hereafter referred to as "Independent  Software
Vendor" or "ISV"").

Recitals

A. The  purpose of this  Agreement  is for xSides to provide ISV with the xSides
PDK (as defined  below) for the sole  purpose of  permitting  ISV to develop and
integrate  applications  that  interoperate  with  the  xSides  technology.   In
addition,  this Agreement shall also set forth the terms and conditions  whereby
the parties hereto ("Parties") may jointly market their respective  products and
services.

B. ISV desires to license the xSides PDK in order to develop  Customized  xSides
Client  Products (as defined below) as the user interface  front-end for content
and server-side  products owned or otherwise licensed by ISV for distribution to
Enterprise Customers (as defined below).

C.  xSides  desires  that ISV  license  the xSides  PDK for the sole  purpose of
developing such Customized xSides(R) Client Products.


NOW THEREFORE, for the mutual covenants contained herein, and for other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties agree as follows.

                                    Agreement


1.       DEFINITIONS

1.1 "Customized  xSides Client Product" means an xSides Client Product  (defined
below) that has been customized to include ISV Content and/or  interoperate with
ISV Server Products pursuant to the terms of this Agreement.

1.2  "Derivative  Work" means any  "derivative  work" as that term is defined in
Section  101 of Title 17 of the United  States Code (the U.S.  Copyright  Act of
1976), as amended.

1.3 "End User" means a person who uses an xSides Client Product.

1.4 "Enterprise Customer" means any legal entity organized by charter, agreement
or other  similar  instrument,  including  corporations,  partnerships,  limited
liability companies or other similar organizations of more than one person, that
is using or is  interested  in  using  Customized  xSides  Client  Products  for
enterprise  applications,  including,  but not  limited  to,  corporate  instant
messaging and corporate portals.

1.5 "End User License  Agreement"  means the xSides  agreement  placed within or
accompanying or otherwise governing the use of an xSides Client Product.

1.6  "Intellectual  Property Rights" means any and all rights existing now or in
the future in the United States or anywhere in the universe,  including, without
limitation,  any and all  rights:  (i)  under  the  laws of  copyright,  patent,
trademark, trade secret, trade dress, unfair competition, "droit moral" or moral
rights,  or other similar  laws;  (ii)  relating to the  development  and use of
databases,  domain  names,  mask  works,  or  know-how;  (iii)  prohibiting  the
alteration or circumvention of copyright management information or technological
measures;  or (iv)  subsisting  in any and all  patent  applications,  trademark
registrations,  reissues,  renewals,  extensions,  restorations,  continuations,
divisionals, or foreign counterparts of any of the foregoing.


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1.7 "ISV  Content"  means  names,  logos,  hyperlinks,  text,  still or animated
images, features,  applications,  moving images, sound, streams of sound, video,
data  (including  but not limited to "tickers")  owned or otherwise  licensed by
ISV.

1.8 "ISV Server  Product" means  server-side  products and related  technologies
owned or  otherwise  licensed  by ISV,  namely  (a) ICS  Instant  Communications
System,  (b) Market  Portal,  (c) Commerce  Manager,  and (d) Affiliate  Tracker
(collectively, "Y3K Solutions").

1.9 "Object Code" shall mean the machine readable form computer programming code
as opposed to the human readable form of computer programming code.

1.10 "xSides PDK" means the xSides  Platform  Developers Kit and any application
programming interfaces (APIs), sample codes and documentation contained therein,
which shall be provided to ISV.

1.11 "Source Code" shall mean the human readable form computer  programming code
and  related  system  level  documentation,   including  all  comments  and  any
procedural code such as job control language.

1.12 "Territory" means worldwide.

1.13 "xSides Client Product" means any client-side product  incorporating xSides
Technology or any portion  thereof,  but not including ISV Owned Assets (defined
below).

1.14  "xSides  Server  Product"  means  any  server-side  products  and  related
technologies owned or otherwise licensed by xSides,  including,  but not limited
to, server software  designed to control or monitor the alternative  screen area
created by the xSides Technology.

1.15 "xSides  Technology"  means the xSides'  patents,  know-how and copyrighted
works relating to the creation and operation of an alternative screen area which
cannot be controlled by the underlying operating system.

2. INTELLECTUAL PROPERTY OWNERSHIP

2.1 xSides(R) Owned Assets. xSides does and shall own all right, title, interest
and Intellectual Property Rights in and to the xSides Technology,  xSides Client
Products, xSides Server Products and xSides PDK (collectively, the "xSides Owned
Assets").  The  parties  understand  and agree that  neither  ISV nor any of its
partners, customers or users is granted any rights whatsoever to make derivative
works of the xSides Owned Assets; provided,  however, that ISV shall be entitled
to use the xSides PDK to develop  graphical user  interfaces in connection  with
the  development  of  Customized   xSides  Client   Products   pursuant  to  the
then-current rules and conditions for the use of xSides PDK.

2.2 ISV Owned  Assets.  ISV does and shall own all right,  title,  interest  and
Intellectual  Property  Rights in and to ISV  Server  Products  and ISV  Content
including  any  graphical  user  interfaces  developed  exclusively  by ISV  for
customized xSides Client Products(collectively, the "ISV-Owned Assets").

2.3 IP  Allocation.  In the event  that it is  unclear as to whether an asset is
either an xSides Owned Asset or an ISV Owned Asset,  the Parties shall  promptly
discuss in good faith any allocation of  intellectual  property  rights relating
thereto. The Parties agree that all such allocation shall be consistent with the
Parties'  objectives  that  xSides  shall  retain  ownership  and control of all
features,  functionality and  characteristics  of the xSides Technology and that
ISV shall  retain  ownership  and  control of the  features,  functionality  and
characteristics of the ISV Content and ISV Server Products.

3.         LICENSES

3.1        License from xSides to ISV.

            (a)  Beginning  on the  Effective  Date  and  for  the  Term of this
Agreement and so long as all of the terms and  conditions of this  Agreement are
followed  and  met,  xSides  hereby  grants  to  ISV  a  limited  non-exclusive,
non-transferable,   personal,   non-assignable,   royalty-free  license  in  the
Territory  to use the xSides  PDK in order to create  Customized  xSides  Client
Products for evaluation by Enterprise  Customers;  provided,  however,  that ISV
agrees to follow such rules and conditions  for use of the xSides  Technology as
set forth in the xSides PDK, which are hereby incorporated by reference.  xSides
hereby reserves the right to modify from time to time such rules and conditions,
and ISV agrees to abide at all times by the  then-current  rules and  conditions
for use of the xSides PDK.  xSides  shall  notify ISV of such  modifications  in
writing or by updating the DevZone web site.


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<PAGE>

            (b)  Beginning  on the  Effective  Date  and  for  the  Term of this
Agreement and so long as all of the terms and  conditions of this  Agreement are
followed  and  met,  xSides  hereby  grants  to  ISV  a  limited  non-exclusive,
non-transferable,   personal,   non-assignable,   royalty-free  license  in  the
Territory to use,  display,  reproduce,  transmit and install  Customized xSides
Client  Products  in  Object  Code  form  solely  for the  purpose  of  allowing
Enterprise   Customers  to  evaluate  either  Party's  respective  products  and
services, with the right to sublicense such rights to Enterprise Customers for a
maximum term of thirty (30) days per Enterprise Customer.

            (c)  Beginning  on the  Effective  Date  and  for  the  Term of this
Agreement and so long as all of the terms and  conditions of this  Agreement are
followed  and  met,  xSides  hereby  grants  to  ISV  a  limited  non-exclusive,
non-transferable,   personal,   non-assignable,   royalty-free  license  in  the
Territory to sell or distribute any xSides Owned Assets in Source Code or Object
Code form,  as  applicable,  except for the  limited  right to grant  evaluation
sublicenses as provided in Section 3.1(b).

            (d)  Beginning  on the  Effective  Date  and  for  the  Term of this
Agreement and so long as all of the terms and  conditions of this  Agreement are
followed  and  met,  xSides  hereby  grants  to  ISV  a  limited  non-exclusive,
non-transferable,   personal,   non-assignable,   royalty-free  license  in  the
Territory  to use xSides'  trademarks,  only in the form and manner set forth in
the PDK and as may be modified  from time to time by xSides.  Any changes to the
placement or form of xSides'  trademarks  shall be reviewed in advance by xSides
and  approved  or  rejected  solely at  xSides'  discretion.  The  service  mark
"xSides(R)",  the xSides(R) logo, "xSides(R)",  the cube logo, "xSides.com(TM)",
the  mark  "xSides(TM)"  and  other  trademarks,   copyright  notices  or  other
proprietary  notices or rights  belonging to or licensed to xSides are and shall
remain the sole property of xSides.

3.3      Marketing

            (a)  Branding.  The  parties  agree  that  Content  Partners  xSides
Products will be co-branded  with the ISV marks  specified by ISV and the xSides
marks  specified by xSides.  The Product may also be branded in accordance  with
any other  branding  strategies  that the  parties  may  mutually  agree upon in
writing from time-to-time.


            (b) Publicity.  From time-to-time during the term of this Agreement,
xSides and ISV will collaborate on press releases and other marketing activities
to publicize  Customized  xSides  Client  Product and the Parties'  relationship
under this Agreement.  However,  neither Party will make any public announcement
or press release  regarding this Agreement,  Customized xSides Client Product or
any activities  performed under this Agreement without the prior written consent
of the other Party, which consent shall not be unreasonably withheld.

3.4      Reservations and Limitations.

            (a) Except as  otherwise  provided  herein or agreed by the Parties,
ISV shall not decompile,  reverse engineer,  or otherwise disassemble any xSides
Technology,  xSides PDK including the xSides Object Code or any portion thereof,
in any manner,  and xSides shall not decompile,  reverse engineer,  or otherwise
disassemble any ISV Server Product, or any portion thereof, in any manner.

            (b)  Neither  Party  grants  the  other  Party any  right,  title or
interest  under  any  Intellectual  Property  Rights  of the  other,  except  as
expressly  provided  herein.  The goodwill  from use of each Party's  trademarks
hereunder  shall inure to the benefit of the Party who owns the  trademark.  ISV
agrees that it shall not at any time apply for  registration  of any  copyright,
trademark,  patent or any other  designation which would affect the ownership of
the xSides Owned Assets,  nor file any document with any governmental  authority
or take any action which would affect the ownership thereof.  xSides agrees that
it shall not at any time apply for  registration  of any  copyright,  trademark,
patent or any other  designation  which would  affect the  ownership  of the ISV
Owned Assets, nor file any document with any governmental  authority or take any
action which would affect the ownership thereof.

            (c) Each Party shall ensure that (i) all  installation  and download
of the Customized xSides Client Product is subject to an xSides End User License
Agreement,   which  shall   incorporate   customary   protections   for  xSides'
Intellectual Property Rights consistent with the terms,  conditions and scope of
license provided by this Agreement,  and (ii) Customized  xSides Client Products
and all related Websites,  packaging and advertising materials under its control
shall contain  appropriate  copyright,  trademark and patent notices,  in a form
subject to both xSides' and ISV's approval.


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<PAGE>

            (d) ISV shall not  combine any  software  that is subject to an open
source code  license  with  xSides  Owned  Assets in a manner that xSides  Owned
Assets,  or any portion  thereof,  thereby  becomes subject to the terms of such
open source code license.

4.       Revenue Share

            (a) In consideration of the rights granted hereunder,  ISV shall pay
to xSides a royalty  equivalent to 20% of all Qualifying Sales Revenues (defined
below) actually received by ISV.

            (b) For  purposes of this  Section 4,  "Qualifying  Sales  Revenues"
means gross  revenues  actually  received  for a given sale less any  applicable
discounts,  returns,  allowances,  documented write-offs for bad debt and fraud,
refunds,  direct cost of goods sold,  sale  commissions and taxes payable by the
selling Party (other than income taxes) associated with such transaction.

5. REPORTING, PAYMENT AND ACCOUNTING, AND AUDIT

5.1  Payment  and  Accounting.  Within  thirty  (30) days  after the end of each
calendar quarter during the Term of this Agreement, ISV will deliver to xSides a
detailed  written  report (sent  concurrently  in  electronic  form suitable for
import into a spreadsheet  program)  setting forth the amount and calculation of
the revenue  share  payments due to xSides based on revenues  actually  received
during such calendar quarter,  accompanied by payment thereof.  The report shall
breakdown  the  revenue  by source in a level and  nature of detail to be agreed
upon by the Parties.

5.2 Audit.  xSides  shall have the right,  on thirty (30) days prior notice once
each calendar quarter, to have an independent  accounting firm audit the written
reports  delivered  to the other party and the related  books,  records and data
maintained by the ISV. Such audit shall be  accomplished  during the ISV's usual
business hours, and shall be at xSides expense,  unless such audit determines an
inaccuracy of more than five percent (5%), in which case the ISV will  reimburse
the xSides for the reasonable cost of the audit.

6. CONFIDENTIAL INFORMATION

For the of this  Agreement,  the parties agree that the terms and  conditions of
the  Non-Disclosure  Agreement ("NDA") entered into between the parties on April
26, 1999 shall govern all issues of  confidentiality  and disclosure between the
parties,  and the terms and  conditions of such NDA are  incorporated  herein by
reference.  In addition,  this requirement of confidentiality  shall survive the
expiration or termination of this Agreement.

7. COSTS OF DEVELOPMENT

Costs of Development. ISV shall be responsible for all software development work
hereunder and any and all costs related thereto.

8. SUPPORT

8.1 ISV  shall be solely  responsible  for  providing  all  levels of  technical
support to  Enterprise  Customers and their End Users for the  installation  and
evaluation of Customized xSides Client Products under this Agreement.


9. RIGHTS, LIABILITIES AND PROTECTIONS

9.1      Representations and Warranties

Each  party  represents  and  warrants  to the other that such party (a) is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  where it purports to be organized,  (b) has the authority to enter
into and fully perform this Agreement,  and (c) has duly authorized and approved
this Agreement and the execution  thereof by the signatory who has executed this
Agreement on its behalf.

9.2       Disclaimer of Warranties

THIS IS A CONTRACT FOR THE PROVISION OF SERVICES.  THE XSIDES  PRODUCT,  PDK AND
ALL VERSIONS THEREOF,  THE XSIDES PROPRIETARY  SOFTWARE,  THE XSIDES TECHNOLOGY,
THE XSIDES MATERIALS, AND ALL OTHER DELIVERABLES HEREUNDER ARE PROVIDED "AS-IS."
NOTHING CONTAINED IN THIS AGREEMENT MAY BE CONSTRUED AS, AND BOTH PARTIES HEREBY
WAIVE THE BENEFIT  OF, ANY  REPRESENTATIONS  OR  WARRANTIES  WHETHER  EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


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<PAGE>

10. INDEMNITY AND LIMITATIONS

10.1     Indemnity

         (a) Each party agrees to defend,  indemnify and hold harmless the other
party and its  affiliates,  and their  heirs,  successors,  assigns,  licensees,
officers,  directors,  agents,  representatives and employees, and each of them,
from and against  any and all claims,  demands,  liabilities,  losses,  damages,
costs,  expenses  (including  but not limited to reasonable  outside  attorneys'
fees),  judgments and penalties  arising out of,  resulting from,  based upon or
incurred  because of the breach by the  indemnifying  party of, or other failure
of, any of the indemnifying  party's  warranties,  representations or agreements
made under this agreement.

         (b) In the event the xSides Technology is reasonably likely to be found
to infringe any third party's intellectual  property rights, xSides shall either
(a) modify the Customized  xSides Client  Product so that it is not  infringing,
but retains  substantially the same  functionality,  or (b) obtain the right for
ISV and its  affiliates  (without cost to ISV or its  affiliates) to continue to
use and  distribute  the  Customized  xSides Client  Product as provided in this
Agreement.

         (c) ISV agrees to defend,  indemnify and hold harmless xSides,  and its
heirs,   successors,    assigns,   licensees,   officers,   directors,   agents,
representatives  and employees,  and each of them,  from and against any and all
claims,  demands,  liabilities,  losses, damages, costs, expenses (including but
not limited to  reasonable  outside  attorneys'  fees),  judgments and penalties
arising out of,  resulting from, based upon or incurred because of a third party
claim that ISV's or its  affiliates'  proprietary  software or that ISV's or its
affiliates'  content as incorporated in the Customized xSides Client Product and
used in accordance with this Agreement violates such third party's  intellectual
property rights.

10.2 NO SPECIAL DAMAGES.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY CONTAINED IN
THIS AGREEMENT,  NEITHER PARTY WILL, UNDER ANY  CIRCUMSTANCES,  BE LIABLE TO THE
OTHER PARTY FOR ANY CONSEQUENTIAL,  INDIRECT, SPECIAL,  INCIDENTAL,  PUNITIVE OR
EXEMPLARY  DAMAGES  (INCLUDING,   WITHOUT  LIMITATION,  LOST  PROFITS,  LOSS  OF
ANTICIPATED  BUSINESS,  LOSS OF DATA,  OR OTHER  BUSINESS  LOSSES)  EVEN IF SUCH
DAMAGES ARE  FORESEEABLE,  AND EVEN IF THE BREACHING  PARTY HAS BEEN APPRISED OF
THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

10.3 LIMITATION OF LIABILITY.  EXCEPT FOR THE COST OF DEFENDING ANY CLAIMS UNDER
SECTION 10 (INCLUDING WITHOUT LIMITATION REASONABLE OUTSIDE ATTORNEYS' FEES), IN
NO EVENT WILL EITHER PARTY'S LIABILITY RELATING TO THIS AGREEMENT (WHETHER BASED
ON AN ACTION  OR CLAIM IN  CONTRACT  OR  TORT),  EXCEED  THE  AGGREGATE  AMOUNTS
ACTUALLY RECEIVED OR DUE UNDER THIS AGREEMENT.

11. TERMINATION/ EXPIRATION

11.1     Termination.

This  Agreement  shall have a term of three (3) years from the  Effective  Date.
Notwithstanding  the  foregoing,  this Agreement may be terminated (i) if either
Party defaults in the performance of any material obligation and if such default
is not cured within thirty (30) days after the defaulting Party receives written
notice  sufficient  in detail  to  understand  the  nature  of the  default  and
recommended cure thereof from the non-defaulting  Party; (ii) if the other Party
makes an assignment for the benefit of its creditors,  is declared insolvent, or
a receiver or trustee in  bankruptcy  is appointed to take charge of all or part
of the  party's  property;  (iii) if  xSides  is sold,  merged  and/or  acquired
resulting in a change of control  whereby the current  shareholders of xSides no
longer  collectively  own more than 50% of the voting  shares of xSides.  Unless
previously  terminated  by  either  party  prior  to or  upon  expiration,  this
Agreement shall automatically be extended for an additional one (1) year period,
and if not  terminated  by  either  party  prior to or upon  expiration  of such
additional one (1) year period,  this Agreement shall be automatically  extended
for a second one (1) year period.


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11.2     Equitable Relief.

Each party agrees that the other party will,  in addition to any other rights or
remedies  which it may have,  be  entitled  to obtain  immediate  equitable  and
injunctive relief to restrain such party from any breach or threatened breach of
3 and 6 of this Agreement to avoid irreparable harm.

11.3     Effect of Termination.

In the event of termination or  expiration,  all licenses,  rights and covenants
granted  to ISV  shall  cease,  and  except  for such  xSides  materials  deemed
necessary to support ISV sublicensees,  ISV shall, within thirty (30) days after
failure to cure the material  breach,  return to xSides all copies of the xSides
material  or at  xSides'  written  request,  destroy  all  copies of the  xSides
material and affidavit to xSides in writing such destruction has taken place.

12. GENERAL PROVISIONS

12.1  Assignment.  Neither party will assign this  Agreement,  or the rights and
obligations  hereunder,  either  voluntarily or by operation of law,  absent the
other  party's prior written  consent,  which consent shall not be  unreasonably
withheld.  Notwithstanding the foregoing,  either party ("Assigning Party") may,
upon  prior  written  notice to the other  party  assign  all of its  rights and
delegate all of its duties under this  Agreement  to the  surviving  entity in a
merger,  sale,  consolidation  or  combination  of the Assigning  Party or to an
entity which acquires all or substantially all of the Assigning Party's assets.

12.2 Force Majeure. Neither party shall be liable for any failure, inability, or
delay to perform hereunder due to Force Majeure,  but the other party shall have
the right to terminate for such event as hereinabove provided.

12.3  Notices.  Except as otherwise  specified  herein,  all notices,  requests,
demands, communications or statements (individually and collectively, "Notices")
or payments required hereunder will be made in writing, delivered personally, or
sent by certified or registered mail or commercial  overnight  delivery service,
with  provisions  for a  receipt,  or  (except  as  to  payments)  by  completed
facsimile, to the parties at their respective addresses:

If to xSides:
-------------
xSides Corporation
821 Second Avenue, Suite 1600
Seattle, Washington  98104
Attn:  Robert Steinberg, CEO
Fax: 206-336-5372

If to ISV:
----------
Y3K Secure Enterprise Software, Inc.
108 West Stewart Street
Puyallup, WA  98371
Attn: CEO
Fax:  253-284-2944

Either party may change its address upon ten (10) business  days' written notice
to the other sent in  accordance  with the  foregoing.  All  notices,  requests,
demands,  orders or  communications  will be deemed  effective  upon  receipt in
accordance with this Section.

12.4  Relationship  of the Parties.  Nothing  contained in this Agreement  shall
cause or be deemed to cause the parties to be partners or joint  venturers with,
or agents or employees of, each other. The parties are independent  contractors,
and  neither  party  has  any  right  or  power  to  create  any  obligation  or
responsibility   on  behalf  of  the  other  party.   Neither  party  will  make
representations,  warranties,  or  guaranties  to  anyone  with  respect  to the
specifications,  features, capabilities or operations of the other's products or
services that are  inconsistent  with or in addition to this  Agreement and such
party's published literature.

12.5  Successors  and Assigns.  This  Agreement  is binding upon the  respective
parties hereto and their  permitted  successors  and assigns.  The execution and
delivery of this  Agreement  will not be deemed to confer any rights or remedies
upon, or obligate any of the parties hereto,  to any person or entity other than
such parties.


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12.6 Governing Law;  Jurisdiction  and Venue.  This Agreement and the rights and
obligations of the parties hereunder shall not be governed by the United Nations
Convention on Contracts for the International  Sale of Goods, the application of
which is  expressly  excluded  by the parties  hereto.  This  Agreement  will be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Washington,  regardless of the choice of law rules of Washington or any
other jurisdiction.

12.7 Survival. The rights and obligations pursuant to Sections 1, 2, 3.1(d), 3.2
(c), 3.4(a), 3.4(b), 4, 5, 6, 9, 10, 11, 12 and 13 shall survive the termination
of this Agreement for any reason.

12.9     Headings.  Paragraph headings are for  the convenience of  the  parties
only and shall not be used in construing meaning.

12.10  Waiver.  Failure  or delay on the part of either  party to  exercise  any
right,  power,  privilege or remedy shall not constitute a waiver of, or bar the
later exercise of, that or any other right,  power,  privilege or remedy of such
party.

12.11 Severability. If a court or arbitrator of competent jurisdiction holds any
term of this Agreement invalid or  unenforceable,  such term shall be reduced or
otherwise  modified by such court or arbitrator to the minimum extent  necessary
to make it valid and enforceable.  If such term cannot be so modified,  it shall
be severed and the remaining  terms of this  Agreement  shall be  interpreted in
such ways as to give maximum validity and enforceability to this Agreement.

12.12  Counterparts  and Facsimile.  This Agreement may be executed by facsimile
and in several counterparts, each of which shall be an original and all of which
together shall constitute one original instrument.

12.13 Entire Agreement. This Agreement (together with the NDA referenced herein)
constitutes  the entire  understanding  and agreement  between the parties,  and
supersedes  all  prior  and  contemporaneous  written  and  oral  communications
regarding this transaction,  and may not be altered,  modified or amended except
by a written amendment executed by both parties.

12.14  Authority.  Each  individual  executing  this Agreement on behalf of each
respective party acknowledges and warrants that (i) he/she has full authority to
execute this  Agreement on behalf of such party,  (ii) this  Agreement  has been
duly authorized and approved by such party, and (iii) this Agreement constitutes
a valid and binding obligation of such party.

IN WITNESS WHEREOF,  the parties shall be deemed to have executed this Agreement
on the date first set forth above.

xSides Corporation, a
California corporation



By: /s/ Stuart DePina
    --------------------------------
    Its:  CEO


Y3K Secure Enterprise Software, Inc., a
Nevada Corporation



By: /s/ King Wm. Cole
    --------------------------------
    Its:  President


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