EXCLUSIVE LICENSE AGREEMENT

         THIS EXCLUSIVE LICENSE AGREEMENT (the "Agreement"),  dated as of the 12
day of  October,  2000  (the  "Effective  Date") is made by and  Techlabs,  Inc.
("Techlabs"),   a  Florida  corporation,   and  its  wholly-owned   subsidiaries
StartingPoint.com,   Inc.  ("Starting  Point"),  a  Florida   corporation,   and
Interplanner.com, Inc. ("Interplanner"), a Florida corporation, all with offices
at 3435 Galt Ocean Drive, Fort Lauderdale, Florida 33308, and Outcome Mail, N.V.
("Outcome Mail"), a Netherlands Antilles  corporation,  with offices at Arahilla
Top, Unit 1,  Willemstad,  Curacao,  Netherlands  Antilles.  Techlabs,  Starting
Point,  Interplanner  and  Outcome  Mail may be referred  to  individually  as a
"Party" and collectively as the "Parties."

                                    RECITALS

         WHEREAS,    Starting    Point   owns   and   operates   a   web   site,
www.mystartingpoint.com  (the  "Starting  Point  Site"),  which is a web  portal
offering a variety of web searching tools.

         WHEREAS,    Interplanner    owns    and    operates    a   web    site,
www.interplanner.com  (the "Interplanner Site"), which is a free online calendar
and personal  information  management  (PIM) service that offers a comprehensive
set of features,  including a personal calendar, group calendars, contact lists,
appointment entry and tracking, and task lists, as well as a variety of content.

         WHEREAS, Outcome Mail is a permission based Marketing Company.

         WHEREAS,  Outcome  Mail  desires  to  obtain  an  exclusive,  worldwide
licenses to host and operate the Starting Point Site and the  Interplanner  Site
(collectively, the "Web Sites").

         NOW  THEREFORE,  in  consideration  of the mutual  agreements set forth
herein and for other good and  valuable  consideration,  the receipt of which is
hereby acknowledged, the parties hereby agree as follows:

         1.       Recitals.   The  above  recitals  are  true,  correct  and are
                  incorporated herein.

         2,       Granting of Exclusive Licenses.


                                       1
<PAGE>

         a.  Subject  to  Outcome  Mail's  compliance  with  the  terms  of this
Agreement,    Starting    Point   grants   to   Outcome   Mail   an   exclusive,
non-transferrable,  worldwide  license  (the  "Starting  Point  License") to the
Starting Point Site and its source codes and electronic database,  including the
unfettered use of any trademarks,  trade names, copyrights or other intellectual
property  related  thereto,  through or by way of any media  known now or in the
future,  in connection  with the  marketing,  merchandising  or promotion of the
Starting Point Site.

         b.  Subject  to  Outcome  Mail's  compliance  with  the  terms  of this
Agreement, Interplanner grants to Outcome Mail an exclusive,  non-transferrable,
worldwide license (the "Interplanner  License") to the Interplanner Site and its
source  codes and  electronic  database,  including  the  unfettered  use of any
trademarks,  trade names,  copyrights  or other  intellectual  property  related
thereto,  through  or by way of  any  media  known  now  or in  the  future,  in
connection with the marketing,  merchandising  or promotion of the  Interplanner
Site.

         c.  Outcome Mail's licenses grant hereunder is further conditioned upon
Outcome Mail's compliance with the following:

                  (i) Outcome Mail shall not and shall not  authorize  any third
party  to  decompile  or  disassemble  either  the  Starting  Point  Site or the
Interplanner Site (collective, the "Web Sites");

                  (ii)Outcome  Mail  shall not and shall not authorize any third
party to authorize further licensing or redistribution of the Web Sites; and

                  (iii) Outcome Mail shall  maintain and not alter or remove any
copyright,  trademark,  and other protective notices contained on the Web Sites,
including  the end  user  license  agreement  which  is  included  in the  setup
installation of the Interplanner Site.

         3.  Operations  of the Web Sites.  During  the term of this  Agreement,
Outcome  Mail shall host,  operate,  promote  and  maintain at its sole cost and
expense the Web Sites,  including  but not  limited  to, the costs of  hardware,
personnel,  Internet access,  promotional  costs,  facilities,  customer service
obligations,  obligations  to maintain and update the software and hardware used
in the Web Sites,  and any and all other costs and expenses  related to hosting,
operating,  promoting and maintaining  the Web Sites.  Outcome Mail will use its
best  efforts to ensure that Web Sites will be  accessible  on the Internet on a
365/24/7 basis. Outcome Mail will not (i) alter the content of the Web Sites, or
(ii) post any material on the Web Sites which is not the subject of this license
or which may in anyway  infringe  upon the rights of third  parties  who are not
parties to this Agreement, without the prior written consent of Techlabs.


                                       2
<PAGE>

         4.  Compensation.  As full and  complete  compensation  for the  rights
granted to Outcome  pursuant to Section 2 hereof,  Outcome  shall pay Techlabs a
royalty  equal  to 25% of net  operating  revenues  of the  Web  Sites.  For the
purposes of this Section, "net operating revenues" shall mean the total revenues
actually  received by Outcome Mail from the operation of the Web Sites, less the
net operating costs.  Such royalty payments shall be due and payable on the 15th
day of each  month  following  the month in which  Outcome  Mail  receives  such
payment,  and shall be accompanied by a schedule showing for the prior month the
gross revenues received by Outcome Mail which resulted from Web Sites.  Techlabs
shall be permitted to inspect the books and records of Outcome Mail from time to
time in its sole discretion  solely as they relate to the subject matter of this
Agreement and the  obligations of the parties  hereto as set forth herein.  Such
inspection shall be at Techlabs' expense and shall be conducted at the principal
executive  offices of Outcome Mail during  regular  business hours upon five (5)
days prior  notice.  If as a result of such  inspection  it is  determined  that
Outcome Mail shall owe Techlabs additional  compensation,  such amounts shall be
remitted by Outcome Mail to Techlabs  within five (5) business  days of the date
on  which  Techlabs  supplies  Outcome  Mail  with  a  schedule  detailing  such
additional compensation.

         5. Intellectual Property. The Web Sites, including the source codes and
electronic databases, are protected by copyright and other intellectual property
laws,  and all  intellectual  property  rights in the Web Sites shall remain the
sole and exclusive  property of Starting Point and Interplanner,  as applicable.
The  granting of the licenses  hereunder  are further  conditioned  upon Outcome
Mail's" compliance with the following:  (i) Outcome Mail shall not and shall not
authorize any third party to reverse engineer,  decompile or disassemble the Web
Sites;  (ii) Outcome Mail shall not and shall not  authorize  any third party to
authorize further  licensing or  redistribution of the Web Sites;  (iii) Outcome
Mail shall maintain and not alter or remove any copyright,  trademark, and other
protective  notices  contained on the Web Sites; (iv) Outcome Mail shall not and
shall not authorize any third party to rent, lease, sell,  transfer,  or further
sublicense the Web Sites; and (v) any  improvements or enhancements  made to the
sites/source  codes  will  continue  to be the sole and  exclusive  property  of
Techlabs.

                                       3
<PAGE>

         6.       Non-Disclosure of Confidential Information.

         a. Outcome Mail acknowledges that during the Term of this Agreement, it
will have access to  confidential  information  and trade  secrets of  Techlabs,
Starting Point and  Interplanner,  including but not limited to, plans regarding
Techlabs'  structure,   financing,   personnel,   acquisitions,   source  codes,
electronic  databases,  technical  information  or methods of doing business and
other  "know how" or  business  information  which is not in the public  domain,
which said information  Outcome Mail  acknowledges to be a valuable trade assets
of said  corporations,  except for common  general  practices in the industry or
knowledge  in the public  domain.  Outcome Mail shall not at any time during the
Term of this Agreement,  or at any time after  termination of this Agreement for
any reason,  directly  or  indirectly,  use for itself or others,  or divulge to
others any said  trade  secrets or  confidential  information  or data of either
Techlabs, Starting Point or Interplanner obtained as a result of this Agreement.
Outcome  Mail  acknowledges  and agrees  that  Techlabs',  Starting  Point's and
Interplanner's  remedies at law for a breach or threatened  breach of any of the
provisions of this Section 6 would be inadequate  and the breach shall be per se
deemed as causing irreparable harm to said corporations.  In recognition of this
fact,  in the event of a breach or  threatened  breach by Outcome Mail of any of
the  provisions  of this Section 6, Outcome Mail agrees that, in addition to any
remedy at law  available  to said  corporations,  including,  but not limited to
monetary  damages,  Techlabs,  without  posting  any bond,  shall be entitled to
obtain,  and Outcome  Mail agrees not to oppose  said  corporations  request for
equitable  relief in the form of  specific  performance,  temporary  restraining
order, temporary or permanent injunction or any other equitable remedy which may
then be available to said corporations.

         b. Upon  termination  for any reason or the natural  expiration  of the
Term,  Outcome  Mail  shall  turn over  immediately  to  Techlabs  any  property
belonging to Techlabs, Starting Point or Interplanner, including but not limited
to, customers' lists, financial data or any other writings,  records or property
in the  possession  or control of Outcome Mail which  relates to the business of
the Web Sites, all of which writings and records are and will continue to be the
sole and exclusive property of Techlabs.

         7.       Term and Termination.

         a.  Unless  terminated  pursuant  to  Sections  7(b)  and  7(c) of this
Agreement , the term of the Licenses  granted  hereby  shall  commence as of the
Effective  Date  and  shall  continue  for  1  year   thereafter  (the  "Term").
Notwithstanding this Section 7(a), this Agreement shall be automatically renewed
upon the consent of the parties  hereto for  successive  1 year  periods and all
provisions hereof shall remain in full force and effect. For the purpose of this
Agreement, the Term shall include all extensions and renewals.

         b.  Without  prejudice  and in addition to any other  rights,  Techlabs
shall have the right to terminate  this Agreement upon written notice to Outcome
Mail, at any time upon the occurrence of the following:

                  i. Outcome  Mail's   breach   of   any   material   provision,
representation,  warranty  or  covenant  of this  Agreement,  each of  which  is
considered to be the essence of this Agreement; or

                  ii. If Outcome Mail fails to make any payments due pursuant to
Section 4,unless such breach is cured within a ten (10) day period; or

                  iii. Outcome Mail shall (A) become insolvent, (B) apply for or
consent to the  appointment  of, or the  taking of  possession  by, a  receiver,
trustee or similar  official of or for itself or of or for all or a  substantial
part of its property,  (C) make an assignment  for the benefit of its creditors,
(D)  commence a voluntary  case under the  Federal  Bankruptcy  Code,  as now or
hereafter in effect (the "Code"),  (v) file a petition seeking to take advantage
of any other bankruptcy, insolvency, moratorium, reorganization or other similar
law of any  jurisdiction  ("Other  Laws"),  (D)  acquiesce  as to,  or  fail  to
controvert in a timely or appropriate  manner, an involuntary case filed against
Outcome Mail under the Code, or (E) take any corporate  action in furtherance of
any of the foregoing; or


                                       4
<PAGE>

                  iv. A  proceeding  or  involuntary  case  shall be  commenced,
without the  application  or consent of Outcome  Mail in any court of  competent
jurisdiction  (A) under  the  Code,  (B)  seeking  liquidation,  reorganization,
dissolution,  winding up or composition or  readjustment  of its debts under any
Other Laws,  or (C) seeking the  appointment  of a trustee,  receiver or similar
official for it or for all or any substantial  part of its assets,  and any such
proceeding or case shall continue undismissed,  or unstayed and in effect, for a
period of 90 days; or

                  v. A final judgment for the payment of money shall be rendered
by a court of competent  jurisdiction  against  Outcome  Mail,  and Outcome Mail
shall not discharge the same, or procure a stay of execution  thereof  within 30
days from the date of entry thereof and within such 30 day period or such longer
period during which  execution of such judgment  shall have been stayed,  appeal
therefrom and cause the execution  thereof to be stayed during such appeal,  and
such judgment, together with all other judgments against Outcome Mail (including
all  subsidiaries),  shall  exceed  in the  aggregate  $20,000  in excess of any
insurance as to the subject matter of such  judgments,  as to which coverage has
not been declined or the underlying claim rejected by the applicable insurer; or

                  vi. The liquidation or dissolution of Outcome Mail or any vote
in favor thereof by the board of directors and stockholders of Outcome Mail; or

                  vii. Outcome Mail sells all or substantially all of its assets
or merges or is consolidated  with another  corporation in which Outcome Mail is
not the surviving corporation.

         c. This Agreement may be cancelled upon thirty (30)  days  notice  with
the consent of all parties hereto.

         d. The licenses  granted under this Agreement  shall  terminate  thirty
(30) days after  mailing of such  written  notice  unless  such  breach is cured
within such time period.  Immediately  upon the expiration or termination of the
Agreement,  Outcome Mail shall have no further rights to use either the Starting
Point License or the Interplanner License.


                                       5
<PAGE>

         8.       Representations and Warranties.

         a. Outcome Mail is a corporation duly organized,  validity existing and
in good standing under the laws of the jurisdiction in which it is incorporated,
and has the requisite corporate power and authority to own its properties and to
carry on its business as now being  conducted.  Outcome  Mail has all  requisite
power,  authority,  and capacity to enter into this Agreement and to perform the
transactions  and  obligations  to be  performed  by it  hereunder.  No consent,
authorization, approval, license, permit or order of, or filing with, any person
or  governmental  authority is required in connection  with the execution or the
transactions and obligations to be performed by it hereunder. This Agreement has
been duly  executed and  delivered by Outcome Mail and  constitutes  a valid and
legally binding  obligation of Outcome Mail,  enforceable in accordance with its
terms, except as enforcement  thereof may be limited by bankruptcy,  insolvency,
reorganization, moratorium or other similar laws.

         b. Each of Techlabs,  Starting Point and  Interplanner are corporations
duly organized,  validity  existing and in good standing under the laws of their
respective jurisdictions in which they are incorporated,  and have the requisite
corporate  power and  authority  to own their  properties  and to carry on their
business  as  now  being  conducted.  Each  of  Techlabs,   Starting  Point  and
Interplanner  have all requisite  power,  authority,  and capacity to enter into
this Agreement and to perform the  transactions  and obligations to be performed
by it hereunder. No consent,  authorization,  approval, license, permit or order
of, or filing  with,  any  person  or  governmental  authority  is  required  in
connection  with  the  execution  or  the  transactions  and  obligations  to be
performed by any of them  hereunder.  This  Agreement has been duly executed and
delivered by each of Techlabs, Starting Point and Interplanner and constitutes a
valid and legally binding obligations of each of them, enforceable in accordance
with their terms,  except as  enforcement  thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws.

         9. Suits for Third-Party Infringements.  In the event that Outcome Mail
learns of any  infringement or threatened  infringement of any of the either the
Starting Point License or the Interplanner  License,  or any passing off or that
any  third  party  alleges  or claims  that any of the  license  rights  granted
hereunder are liable to cause deception or confusion to the public, or is liable
to dilute or infringe any of Outcome Mail's rights  therein,  Outcome Mail shall
forthwith notify Techlabs or its authorized  representatives  giving particulars
thereof and Outcome Mail shall provide  necessary  information and assistance to
Techlabs  and/or its authorized  representatives.  Techlabs shall defend any and
all such  suits or  actions  and pay all  expenses  of  defending  such suits or
actions, including attorney"s fees.

         10.  Claims  Against  Outcome  Mail.  If a claim is  presented  against
Outcome Mail alleging that either the Starting Point License or the Interplanner
License are an infringement of the rights of third parties,  Techlabs, on behalf
of Outcome Mail,  shall negotiate,  compromise,  or settle such claim, or defend
the  institution  of any  action  thereunder.  All  expenses  of defense in such
action, including compromise or settlement of the claim or action and attorney"s
fees, shall be borne by Techlabs.


                                       6
<PAGE>

         11.  Indemnification.  Each party agrees to indemnify,  defend and hold
harmless the other party and its directors,  officers, employees,  shareholders,
agents  and  affiliates,  and each of their  successors  and  assigns,  from and
against  any  losses,  liabilities,  damages,  deficiencies,  costs or  expenses
(including interest, penalties and reasonable attorneys' fees and disbursements)
("Loss")  based upon,  arising out of, or otherwise due to (i) any inaccuracy in
or any breach of any material representation, warranty, covenant or agreement of
such party  contained  in this  Agreement  or in any  document or other  writing
delivered pursuant to this Agreement, or (ii) facts or circumstances existing on
or prior to the date  hereof  which  give rise to  claims  by any third  parties
against the licenses. Promptly after receipt by the indemnifying party of notice
of any demand,  claim or circumstances which, with the lapse or time, would give
rise to a claim or the commencement (or threatened  commencement) of any action,
proceeding or investigation (an "Asserted Liability") that may result in a Loss,
the  indemnifying  party shall give notice thereof (the "Claims  Notice") to the
indemnified  party. The Claims Notice shall described the Asserted  Liability in
reasonable  detail,  and shall  indicate the amount (if stated) of the Loss that
has been or may be suffered by the indemnified party. The indemnifying party may
elect to  compromise  or defend,  at their own expense and by their own counsel,
any Asserted Liability. If the indemnifying party elects to compromise or defend
such Asserted Liability,  they shall, within thirty (30) days (or sooner, if the
nature of the Asserted  Liability so requires),  notify the indemnified party of
their intent to do so, and the indemnified party shall cooperate, at the expense
of the  indemnifying  party,  in the  compromise  of, or defense  against,  such
Asserted  Liability.  The indemnified party may elect to participate,  at its or
their  own  expense,  in  the  defense  of  such  Asserted  Liability.   If  the
indemnifying  party elects not to compromise  or defend the Asserted  Liability,
fails to notify the  indemnified  party of their  election  as herein  provided,
contest their  obligations  to indemnify  under this  Agreement,  or at any time
fails to pursue in good faith the resolution of any Asserted  Liability,  in the
sole opinion of the  indemnified  party,  then the  indemnified  party may, upon
thirty (30) days' notice to the indemnifying  party,  pay,  compromise or defend
any such  Asserted  Liability.  If the  indemnified  party chooses to defend any
claim, the indemnifying  party shall make available to the indemnified party any
books,  records or other  documents  or  personnel  within its control  that are
necessary or appropriate for such defense.

         12. Force Majeure.  If a party is prevented from  performing any of its
obligations  set forth in this  Agreement  by  reason of an act of God,  strike,
labor dispute,  injunctions,  judgments,  adverse claims,  fire, flood, delay in
transportation,  public disaster or any other cause or reason beyond the control
of Techlabs or Outcome Mail, as the case may be, such condition  shall be deemed
a  valid  excuse  for  failure  on its  part  to  perform  or for  delay  in the
performance of such  obligations,  and in the event of a delay, the Term of this
Agreement  shall be deemed  extended  for a period  co-extensive  with the delay
caused by such condition.

         13. No Partnership or Joint Venture. This Agreement does not constitute
and shall not be  construed  as  constituting  a  partnership  or joint  venture
between  Techlabs or Starting  Point or  Interplanner  and Outcome Mail. A party
shall have no right to obligate or bind any other party in any manner whatsoever
and nothing herein contained shall give or is intended to give any rights of any
kind to any third party.


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<PAGE>

         14.  Remedies.  All specific  remedies  provided for in this  Agreement
shall be  cumulative  and shall not be  exclusive  of one  another  or any other
remedies  available in law or equity.  The failure of a party to insist upon the
strict  performance  of any of the  covenants or terms hereof to be performed by
any other party shall not be construed  as a waiver of such  covenants or terms.
If any portion of this Agreement shall be ruled as invalid or unenforceable, the
remainder  of the  Agreement  shall  survive and be enforced as if such  invalid
portion was not originally a part hereof.

         15.      Assignment.  This Agreement is binding upon and shall inure to
the benefit of the parties and their  respective  representative  and  permitted
successors.  This  Agreement  may not be  assigned by Outcome  Mail,  but may be
assigned by Techlabs on behalf of itself and/or its subsidiaries.

         16. Waiver and  Modification.  No waiver or  modification of any of the
terms of this  Agreement  shall be valid  unless in  writing  and  signed by the
parties.  No waiver by one party of a breach hereof or a default hereunder shall
be deemed a waiver by any other party of a subsequent  breach or default of like
or similar  nature.  No delay by one party in  exercising  its rights  hereunder
shall be deemed a waiver of such rights.

         17.  Notices.  Whenever  notice  is  required  to be given  under  this
Agreement,  it shall be deemed to be good and  sufficient  notice if in writing,
signed by an officer or an authorized agent of the party serving such notice and
sent by registered or certified mail, postage prepaid, return receipt requested,
to any other party at the address stated above,  unless notification of a change
of address has been given in writing  pursuant to this Section 17.  Notice shall
be deemed given five (5) business days after mailing.


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<PAGE>

         18.  Venue and  Governing  Law.  This  Agreement  shall be construed in
accordance with the laws of the State of Florida, without and application of the
principles  of  conflicts  of laws.  If it  becomes  necessary  for any party to
institute  legal action to enforce the terms and  conditions of this  Agreement,
and such  legal  action  results  in a final  judgment  in  favor of such  party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained  shall  reimburse the Prevailing  Party for all direct,  indirect or
incidental  expenses incurred,  including,  but not limited to, all attorney"s's
fees,  court costs and other  expenses  incurred  throughout  all  negotiations,
trials or appeals  undertaken in order to enforce the Prevailing  Party's rights
hereunder.  Any suit,  action or proceeding with respect to this Agreement shall
be brought in the state or federal courts located in Broward County in the State
of Florida.  The parties  hereto hereby accept the  exclusive  jurisdiction  and
venue of those  courts for the purpose of any such suit,  action or  proceeding.
The parties hereto hereby  irrevocably waive, to the fullest extent permitted by
law, any objection  that any of them may now or hereafter  have to the laying of
venue of any suit,  action or  proceeding  arising  out of or  relating  to this
Agreement or any  judgment  entered by any court in respect  thereof  brought in
Broward County, Florida, and hereby further irrevocably waive any claim that any
suit, action or proceeding brought in Broward County,  Florida, has been brought
in an inconvenient forum.

         19.      Entire  Agreement.  This    Agreement  contains  the   entire
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersedes and replaces any prior agreements, if any, between the parties. There
are no representations,  warranties, promises, covenants or understandings other
than those contained herein.

         20.      Headings.  Any paragraph  or  section  heading  used  in  this
Agreement are for reference  purposes only,  are not a substantive  part of this
Agreement and are not to be considered in its interpretation or construction.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.


                                  STARTINGPOINT.COM, INC.,
                                  a Florida corporation

                                  By:
                                  ----------------------------------------------
                                  Thomas J. Taule,
                                  President


                                  INTERPLANNER.COM, INC.
                                  a Florida corporation

                                  By:
                                  ----------------------------------------------
                                  Thomas J. Taule,
                                  President

                                  TECHLABS, INC.,
                                  a Florida corporation

                                  \By:
                                   ---------------------------------------------
                                   Thomas J. Taule,
                                   President

                                   OUTCOME MAIL, N.V.,
                                   a Netherlands Antilles corporation

                                   By:
                                   ---------------------------------------------
                                   President


                                       9