AMENDED AND RESTATED
                    LICENSE, HOSTING AND SERVICES AGREEMENT

     This  AMENDED  AND  RESTATED  LICENSE,  HOSTING  AND  SERVICES  AGREEMENT
("Agreement")  is  entered  into  to  be  effective as of January 29, 2007 ("the
  ---------
Effective  Date")  by  and  between RazorStream, LLC, a Nevada limited liability
---------------
company  located  at  3035  East  Patrick  Lane,  Las  Vegas,  Nevada  89120
("RazorStream"),  and  VMdirect,  L.L.C.,  a  Nevada  limited  liability company
  -----------
located  at  3035  East  Patrick  Lane,  Las  Vegas,  Nevada  89120  ("Company")
                                                                       -------
(hereinafter  RazorStream  and  Company  may  be  referred  to individually as a
"Party"  and  collectively  as  the  "Parties").
 -----                                -------

                                    RECITALS

     A.     The  Parties  are  parties  to  that  certain  License,  Hosting and
Services  Agreement  dated  to  be  effective  as  of May 1, 2005 (the "Original
                                                                        --------
Agreement").
---------

     B.     The  Parties  desire  to  enter into this Agreement to (a) amend and
restate  the  Original  Agreement,  and  (b)  to govern the terms and conditions
pursuant  to  which  RazorStream  (i)  makes  the  Technology (as defined below)
available  to  Company,  and  (ii)  provides  certain  hosting  and  support and
maintenance  services  to  Company.

                                    AGREEMENT

     NOW  THEREFORE,  in  consideration of the mutual covenants contained herein
and  other good and valuable consideration, the receipt and sufficiency of which
is  hereby  acknowledged,  the  Parties  agree  as  follows:

1.     DEFINITIONS.  In  addition  to  the  terms  defined  elsewhere  in  this
Agreement  and  in  the  attached  Exhibits,  the following terms shall have the
meanings  set  forth  below:

1.1    "Accounting  Records"  means  (a) with respect Company, financial records
        -------------------
with  regard  to  the  gross revenue from User accounts, and (b) with respect to
RazorStream,  financial  records  with  regard  to  the  records of the Expenses
charged  by  RazorStream  to  Company.

1.2    "Affiliate"  means  (a) with respect to the Company, any person or entity
        ---------
directly,  or  indirectly  through one or more intermediaries, controlled by, or
under  common  control  with,  Company, and (b) with respect to RazorStream, any
person  or  entity  controlling,  controlled  by,  or  under common control with
RazorStream.  For  purposes  of this definition, "control" means the possession,
directly  or  indirectly,  of  the power to direct or cause the direction of the
management  and  policies  of an entity, whether through the ownership of voting
securities  or  voting  interests,  by  contract  or  otherwise.

1.3    "Bandwidth"  means  the  capacity  of  the  connection  between  the
        ---------
Technology/Hosting Services and the Internet.

1.4    "Claim"  means  any  allegation,  claim,  suit,  action, demand, cause of
        -----
action, investigation or proceeding.

1.5    "Company  Services"  means any product or service offered by Company from
        -----------------
time to time to its Users that includes the Technology.

1.6    "Company  Software"  means software owned and/or licensed to Company that
        -----------------
is used with, or that incorporates and/or embeds, the Technology.


<PAGE>
1.7    "Derivative Work" means any work, which would be deemed a derivative work
        ---------------
under the Copyright Act, Title 17 of the U.S. Code.

1.8    "Documentation"  means  the  technical  and  user manuals, FAQ materials,
        -------------
including  any  computer  or  web-based  training materials, and any hardware or
software  specifications,  system  performance,  compatibility  or  operational
criteria  or  other  official  documentation described in Exhibit A or otherwise
                                                          ---------
made  available  by  RazorStream  to  Company  with  respect  to the Technology;
provided,  however, that except as otherwise approved by Company, any such items
made  available  to  Company  after  the  Effective  Date  shall  not  become
Documentation  if  they would materially diminish or reduce the functionality of
the  Technology.

1.9     "Expenses" means the costs, fees, expenses and other amounts (including,
         --------
but not limited to, Fees) incurred by Company under this Agreement.

1.10     "Field  of  Use"  means  the  provision  of  video-based  Internet
          --------------
communication  products  and/or  services,  including, without limitation, video
e-mail,  video instant messaging, live or pre-recorded webcasting, digital vault
storage  technology  and/or  podcasting,  including,  without  limitation,  for
purposes  of  Internet-based  social networking applications or websites, and/or
commercial  products  or  applications.

1.11   "Intellectual  Property  Rights" means one or more of the following:  (a)
        ------------------------------
rights  associated  with  works  of  authorship  throughout  the  universe;  (b)
copyrights;  (c) moral rights; (d) mask-works; (e) trademarks and service marks;
(f)  trade  names; (g) trade secrets; (h) patents, designs, algorithms and other
industrial  property  rights; (i) any other intellectual and industrial property
rights,  whether  arising  by operation of law, contract, license, or otherwise;
and  (j) with respect to the foregoing, all registrations, initial applications,
renewals,  extensions,  continuations,  divisions  or  reissues  hereof  now  or
hereafter  in  force.

1.12   "Internet"  means the world-wide network of computers commonly understood
        --------
to provide some or all of the following features, among others: electronic mail,
file transfers through File Transfer Protocol, Telnet access to local and remote
computers,  UseNet  Newsgroups, Gopher access to information on local and remote
computers,  Wide  Area  Information  Servers,  and  World  Wide  Web  access.

1.13   "Liabilities"  means any and all losses, damages, judgments, assessments,
        -----------
deficiencies,  expenses  (including court costs and reasonable attorneys' fees),
costs  and  other  liabilities  of  whatsoever  kind.

1.14   "Licensed  Entities"  means  Company,  its  Affiliates,  any  third party
        ------------------
authorized  by  Company  from  time  to  time,  and  the  Users.

1.15   "Minimum  Guaranteed  Payment"  has the meaning set forth in Exhibit D of
        ----------------------------                                ---------
this  Agreement.

1.16   "Modifications"  means  any  modification (including custom modifications
        -------------
made  specifically  for  or  at  the request of Company), addition, enhancement,
revision,  translation, abridgment, condensation or expansion to or arising from
the  Technology,  or any other form in which the Technology or any part thereof,
may  be  recast  or  transformed,  in  any  manner  that  does  not constitute a
Derivative  Work.

1.17   "New Version" means, with respect to software embodied in the Technology,
        -----------
a  version  of the Technology which contains significant changes in features and
functionality  and  has  a new version numbering, as determined in RazorStream's
sole  discretion.

1.18   "Non-Recurring  Engineering  Fees" has the meaning set forth in Exhibit D
        --------------------------------                               ---------
of  this  Agreement.


                                      -2-
<PAGE>
1.19   "Object Code" means computer software program code that is intended to be
        -----------
directly  executable  by  a  computer  after suitable processing and without the
intervening  steps  of  compilation  or  assembly.

1.20   "Operations  Records" means (a) written records maintained by RazorStream
        -------------------
with  regard  to  the  maintenance  and  operation of the Technology and Hosting
Services,  including,  but  not limited to, maintenance, repair records, upgrade
records,  and server logs for the Technology and Hosting Services in relation to
Transaction  activity,  and  (b) documentation with regard to operational audits
performed  by  or  on  behalf  of  RazorStream.

1.21   "RazorStream  Brand  Features" means the trademarks, trade names, service
        ----------------------------
marks,  service  names  and  logos  proprietary  to RazorStream, as set forth on
Exhibit A, as such exhibit may be modified from time to time by mutual agreement
---------
of  the  parties (which agreement will not be unreasonably withheld or delayed).

1.22   "Related  Parties"  means  any  owner,  parent,  partner,  Affiliate,
        ----------------
subsidiary, agent, subcontractor, director, officer, hired or leased employee or
worker,  or permitted assignee of RazorStream or Company, as the case may be and
as  the  context  requires.

1.23   "Source  Code"  means  computer  software program code, other than Object
        ------------
Code and procedural code, such as job control language, which may be printed out
or  displayed  in  human  readable  form  (together  with  its  supporting
documentation).

1.24   "Specifications"  means  (a)  the  design  characteristics, compatibility
        --------------
requirements,  customization,  features,  functional,  performance, engineering,
operational  and/or  technical  criteria, and the required hardware and software
operating  environment for operation of the Technology, (b) the requirements for
the  Technology  described  in  Exhibit  A  and/or  the  Documentation,  (c) the
                                ----------
representations,  warranties,  covenants  and  other guarantees provided in this
Agreement,  and  (d)  any  written  performance,  feature  or  functionality
specifications  or  documentation  related  to  the  Technology provided or made
available  by  or  through RazorStream to Company and approved by Company either
prior  to  or  after  the  Effective  Date.

1.25   "Subscriber Account" means each active User account of a website operated
        ------------------
by  Company  or  any  third  party  authorized  by  Company, whereby the Company
Software  is  sublicensed  to  such  User.

1.26   "Technology"  means  (a)  the software applications and computer programs
        ----------
described  in  the  attached Exhibit A, (b) any Technology Releases developed by
                             ---------
RazorStream  from time to time, (c) any custom Technology enhancements developed
by RazorStream hereunder pursuant to a SOW, (d) any interfaces necessary for the
Technology  to  function  within  the  operating  environment  of  the  Licensed
Entities,  and  (e) all Documentation relating to any of the foregoing.  For the
avoidance  of  doubt, the term "Technology" includes any third party technology,
software  or products embedded in the computer program described on Exhibit A or
                                                                    ---------
any  Technology  Release.

1.27   "Technology Releases" means any corrections, modifications, or bug fixes,
        -------------------
enhancements, updates, new versions or releases to the Technology.

1.28   "Territory"  means  the  world.
        ---------

1.29   "Third  Party  Service  Provider"  means  a  third party Internet service
        -------------------------------
provider  (ISP)  that  directly  or  through one or more intermediaries provides
services  to  RazorStream  in  order  for RazorStream to fulfill its obligations
under  this  Agreement,  including:  (a)  two  (2)  or  more  independent  ISP
connections;  (b)  related  online facilities management and redundancy; and (c)
related  power  supply  and  power  management.


                                      -3-
<PAGE>
1.30   "Third  Party  Software"  means the third party software and technologies
        ----------------------
(licensed  to  RazorStream  from  third  party  software  providers)  that  are
integrated  into  the  Technology,  a  list  of  which is set forth on Exhibit E
                                                                       ---------
hereto.

1.31   "Transaction"  means any User transaction consummated with respect to the
        -----------
Company  Services  via  the  Technology  and  Hosting  Services.

1.32   "Update"  means  bug  fixes,  improvements,  updates,  Modifications,
        ------
Derivative  Works  and  upgrades  to  any portion of the Technology developed by
RazorStream  from  time  to  time.

1.33   "User"  means  individuals  and entities who utilize the Company Software
        ----
for  their personal or commercial purposes, as permitted by Company from time to
time,  through  one  or  more  websites  operated  by Company or any third party
authorized  by  Company.

1.34   "User Information" means personally identifiable information of Users and
        ----------------
any  other  information  or data relating to any Transaction transmitted via the
Technology  and  Hosting  Services  in  connection with or otherwise relating to
Company,  the  Users  and/or  the  Company  Services.

1.35   "Virus"  means  a set of computer instructions which are self-replicating
        -----
or self-propagating and are designed to contaminate the Technology, unexpectedly
consume  computer  resources,  or  modify,  destroy,  record or transmit data or
programming  without  the  intent  or  permission  of  the  user.

2.     RULES OF CONSTRUCTION.

For  all  purposes  of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:  (a) the terms defined herein include the
plural  as  well  as  the  singular  and  vice-versa; (b) words importing gender
include  all  genders;  (c)  any  reference  to an "Exhibit," an "Article," or a
"Section" refers to an Exhibit, an Article, or a Section, as the case may be, of
this  Agreement;  (d)  the  Exhibits hereto form part of this Agreement; (e) all
references  to  this  Agreement  and  the words "herein", "hereof", "hereto" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and  not  to any particular Exhibit, Article, Section, or other subdivision; (f)
all  Article  and Section headings are for convenience only and shall not affect
the interpretation or construction of this Agreement, (g) the words "including,"
"included" and "includes" mean inclusion without limitation except as noted; and
(h) this Agreement, the Documentation and the Exhibits hereto shall be construed
as  consistent  with one another whenever possible; however, in the event of any
conflict  between  any of the terms and conditions of this Agreement, on the one
hand,  and  the  Exhibits  and/or  the  Documentation,  on  the other hand, this
Agreement  shall  prevail.

3.     TECHNOLOGY LICENSE AND HOSTING SERVICE.

3.1     License  Grant.  Subject  to  Company's  continued  compliance  with the
        --------------
obligations  of this Agreement, RazorStream hereby grants Company throughout the
Territory  and  solely  within  the  Field  of  Use:

     3.1.1     a perpetual,  royalty-free, non-exclusive,  irrevocable  license,
     under  the  Intellectual Property Rights comprising the Technology, to use,
     copy,  reproduce,  modify, and prepare Derivative Works of, the Technology,
     including,  with  respect  to any software embodied therein, in Source Code
     format,  solely  for  the  purposes  of  integrating  and/or  embedding the
     Technology  with,  and/or otherwise designing and/or developing the Company
     Software;


                                      -4-
<PAGE>
     3.1.2     a perpetual,  royalty-free, non-exclusive,  irrevocable  license,
     under  the  Intellectual Property Rights comprising the Technology, to use,
     copy,  have  used,  reproduce, distribute, modify, prepare Derivative Works
     of,  perform,  display,  license  and  otherwise  exploit  the  Technology,
     including  with  respect  to  any software embodied therein, in Object Code
     format  only,  as  embedded  in,  or  integrated with, in whole or in part,
     the Company  Software;

     3.1.3     the  limited  right  to  grant  in  the  Territory,  exclusive or
     non-exclusive,  sublicenses  in  and  to  the  Technology (including to all
     Intellectual  Property  Rights  therein),  including  with  respect  to any
     software  embodied  therein,  in  Object  Code  format only, solely for the
     purpose  of exploiting the Company Software (including, without limitation,
     embedding  or  integrating  such  software,  in  Object  Code form only, on
     Company  or  third  party  websites  and/or  in  Company and/or third-party
     applications  and  devices);

     3.1.4     the  limited  right  to  grant  in  the  Territory,  exclusive or
     non-exclusive,  sublicenses  in  and  to  the  Technology  (including  all
     Intellectual  Property  Rights  therein),  including  with  respect  to any
     software embodied therein, in Object Code format only, to Users, solely for
     the  purpose  of using the Company Software (including, without limitation,
     as  such  Company  Software  may  be  embedded or integrated in third-party
     applications  and  devices);

     3.1.5     a  perpetual, royalty-free, non-exclusive, irrevocable license to
     make  additional copies of the Technology as needed for archival or back-up
     purposes;

     3.1.6     a  perpetual, royalty-free, non-exclusive, irrevocable license to
     copy and display the Documentation only as reasonably necessary to exercise
     the  licenses  granted  to  Company  in Sections 3.1.1-3.1.5, including any
     sublicense  rights  therein;

     3.1.7     a  perpetual, royalty-free, non-exclusive, irrevocable license to
     use,  reproduce  and  display  the RazorStream Brand Features in connection
     with  the  sale,  advertising,  distribution,  exploitation,  publishing,
     promotion, and marketing of the Company Software, in each case, as approved
     by  RazorStream  from time to time (which approval will not be unreasonably
     withheld  or  delayed);  and

     3.1.8     anon-exclusive sublicense  in  and  to  the Third  Party Software
     (including all Intellectual Property Rights therein),as incorporated in the
     Technology, to use and exploit such Third Party Software to the same extent
     permitted  by  RazorStream  in  its  license agreements with the respective
     owners  of  such Third Party Software, in each case as set forth on Exhibit
     E.

3.2    Specifications.  Exhibit  A  sets  forth  either  detailed  or high-level
       --------------   ----------
descriptions  for  the  Technology.  To the extent not already developed and set
forth  on  Exhibit A, RazorStream promptly shall develop detailed Specifications
           ---------
for  each  item  of  the  Technology within thirty (30) days after the Effective
Date,  which requirement is a material term of this Agreement as long as Company
provides  timely  feedback.  All Specifications developed in accordance with the
foregoing  sentence  shall  be  subject  to Company's review and approval, which
review  and  approval  shall  not  be  unreasonably  withheld  or delayed.  Such
Specifications,  and  any  modified  Specifications  approved  by  Company,
automatically  shall  become  part  of  Exhibit  A  for  all purposes under this
                                        ----------
Agreement  in  regards  to  the  initial  implementation.

3.3    Hosting Services.  During the Term, RazorStream shall host the Technology
       ----------------
for  the  Licensed  Entities'  access  and  use  of the Technology (the "Hosting
                                                                         -------
Services").  As part of the Hosting Services, RazorStream shall provide, operate
--------
and  maintain  at its premises, or facilities under its control and supervision,
all servers, operating system software, network security, connectivity and other
items


                                      -5-
<PAGE>
necessary  for  the  proper  operation  of the Technology in accordance with its
Specifications, the service level agreement set forth in Article 8 below and all
other  provisions  of  this  Agreement.

3.4    Documentation.  RazorStream  shall  provide  Company  with  Documentation
       -------------
(which  may  be  in  electronic  format)  that is sufficiently detailed so as to
enable  a reasonable end-user to use the Technology for its intended purpose and
which  sets  forth the Specifications for the Technology.  Company may duplicate
the  Documentation  so  that  Company's  personnel  may  use  the Technology and
Documentation  to  conduct  electronic commerce business activities from as many
work  stations  as  may  be  required.

3.5    Source  Code  Escrow.  Within  sixty  (60) days after the Effective Date,
       --------------------
RazorStream  shall  deposit  and  maintain  the  Technology  in Source Code form
(including  all  any  updates, modifications or enhancements), together with all
Documentation  and  appropriate  supporting  materials,  in  escrow  with  DSI
Technology  Escrow Services Inc. (or such other escrow agent as mutually agreed)
for  the  benefit  of  Company pursuant to a separate escrow agreement in a form
acceptable  to  both  Parties.  Company shall be permitted to access and use the
escrowed  materials  (a)  if  RazorStream ceases to operate or states, either in
general  to  the  public,  or  in  writing to Company, that RazorStream does not
intend  to  continue  to  support  the Technology, (b) upon the occurrence of an
Event  of Default by RazorStream with respect to any obligation or duty relating
to  the  Hosting  Services  and/or  Support  Services,  (c)  upon  bankruptcy or
insolvency  of  RazorStream,  (d)  upon termination of this Agreement by Company
pursuant  to  Sections  3.6,  14.1 or 14.2, or (e) as otherwise set forth in the
escrow  agreement.  The costs for maintaining the Technology in Source Code form
on  behalf  of  Company  by  the  escrow  agent  shall  be  paid  by  Company.

The  escrow agreement shall include, without limitation, a license grant for use
of  the  escrowed  materials  by  Company  in such manner as shall be reasonably
required  to  exercise  the rights pursuant to this Agreement, including to use,
reproduce,  publicly  display  and  perform,  and  modify  (including  without
limitation  the  ability  to  alter,  change, enhance and make additions to) the
Source  Code  consistent with the licenses granted herein.  Company may engage a
third  party  consultant  or independent contractor to modify, change or enhance
the Source Code on Company's behalf; provided, however, that Company shall first
require  that  any  such  consultant  or  independent  contractor  execute  a
non-disclosure  agreement.  Any modifications or derivative works (including all
alterations,  changes, enhancements and additions) to the Source Code created by
or  on  behalf  of  Company,  but not the base Source Code that was the starting
place  for  such modifications, shall be owned solely and exclusively by Company
and  RazorStream  hereby  assigns all of its right, title and interest in and to
such  modifications  or  derivative  works  to  Company.  RazorStream also shall
promptly  place  any  updates,  modifications  or  enhancements and accompanying
Documentation  and/or  supporting  materials  into  such escrow.  The nature and
completeness  of  the  escrowed materials will be subject to verification at the
facilities of the escrow agent by a representative of Company in the presence of
a  representative  of  RazorStream.  From  time  to  time  at Company's request,
RazorStream  shall  provide  Company  with  a  list  of all third-party software
embedded  in  the  Technology,  if  any.

3.6    Option  to  Host  Technology.  Company  may, at its sole option, elect to
       ----------------------------
host the Technology on Company's, or a third party's, servers for the benefit of
all  Licensed  Entities,  by providing thirty (30) days' prior written notice to
RazorStream  at anytime during the Term.  Following the exercise of such option,
RazorStream  shall  continue  to  provide the Technology and Hosting Services as
provided  hereunder until such time as Company has confirmed in writing that the
Technology  has been successfully transitioned to Company's, or a third party's,
servers  (the  "Transfer  Notice").  RazorStream  shall  use reasonable and good
                ----------------
faith  efforts  to  cooperate with Company to transition the Technology. Company
shall be responsible for all expenses associated with transferring and retooling
and  equipment  required for the Technology on Company's equipment. The exercise
by  Company  of  the  option  hereunder  shall  be  deemed a termination of this
Agreement  under  Section  14.2.


                                      -6-
<PAGE>
3.7    Application  to  Company  and Third Party Websites.  For the avoidance of
       --------------------------------------------------
doubt,  and without limiting any portion of this Section 3, the licenses granted
herein  shall  apply to each individual website operated by Company or any third
party  authorized  thereby.  The Parties acknowledge and agree that the websites
operated  by  Company,  or any third party authorized thereby from time to time,
shall  be  as  set  forth  on  the  attached  Exhibit F,  which  Exhibit  may be
                                              ---------
unilaterally  amended  by  Company  in accordance with the provisions of Section
11.1.

4.     OWNERSHIP.

4.1    Technology  Ownership.  As  between the parties, the Technology, Updates,
       ---------------------
New  Versions,  Modifications  and/or Derivative Works to the Technology made by
RazorStream and provided to Company by RazorStream under this Agreement, and the
RazorStream  Brand  Features,  shall  remain  the sole and exclusive property of
RazorStream,  with  all right, title and interest therein to be held exclusively
by  RazorStream,  provided,  however,  that  any  and all Updates, New Versions,
Modifications  and/or  Derivative  Works  to  the Technology made by RazorStream
shall  be deemed to be included within the licenses granted to Company under the
terms  of this Agreement.  As between the parties, the Company Software, and any
Updates,  New  Versions,  Modifications and/or Derivative Works thereto, and any
Modifications and/or Derivative Works to the Technology, made by or on behalf of
Company,  shall  remain  the  sole  and  exclusive property of Company, with all
right,  title  and  interest  therein  to  be  held  exclusively  by  Company.
Additionally, RazorStream acknowledges that as between the Parties, Company owns
all  right,  title  and interest, including all Intellectual Property Rights, in
and  to all content, information and/or data processed by or transmitted via the
Technology  and  Hosting  Services,  including  all  User  Information.

4.2    License  Restrictions.  Except  as  otherwise  provided  herein,  this
       ---------------------
Agreement  does  not grant to Company any rights of ownership to the Technology.
Except  as  otherwise  provided  herein,  Company  may  not  modify,  decompile,
disassemble,  reverse  engineer or otherwise attempt to discover the Source Code
of  the  Technology  or create derivative works based thereon, and Company shall
not  remove  any  proprietary  notices, labels, or marks on any component of the
Technology.

5.     CONFIDENTIALITY.

5.1    Confidential  Information.  During  the  term  of  this Agreement, either
       -------------------------
party  may  come  into possession of the other party's Confidential Information.
For  the  purposes  of  this  Agreement,  "CONFIDENTIAL  INFORMATION"  means any
information that a party designates as confidential or which the receiving party
knows  or  has  reason to know is confidential.  Without limiting the foregoing,
Confidential  Information  includes  financial, business and technical plans and
strategies,  pricing  information,  customer  lists,  inventions,  new products,
services  or  technology.  Confidential Information does not include information
which is: (a) already known by the receiving party at time of disclosure; (b) or
becomes,  through  no  act  or fault of the receiving party, publicly known; (c)
received  by  the  receiving  party  from a third party without a restriction on
disclosure or use; or (d) independently developed by the receiving party without
reference  to  the  disclosing  party's Confidential Information.  The receiving
party  may  disclose  Confidential  Information  to  the  extent  required to be
disclosed by a court or governmental agency pursuant to a statute, regulation or
valid  order;  provided  that  the receiving party first notifies the disclosing
party and gives it the opportunity to seek a protective order or to contest such
required  disclosure.

5.2    Restrictions.  Each  party  will hold the disclosing party's Confidential
       ------------
Information  in confidence and will not use such information except as permitted
under  this  Agreement.  Each  party  will  use  the same precautions to prevent
disclosure  to  third  parties  of  such  information  as  it  uses with its own
confidential  information,  but  in  no  case  less  than  reasonable  efforts.


                                      -7-
<PAGE>
5.3    Additional Obligations.  Each party agrees (a) not to alter or remove any
       ----------------------
identification  of  any  copyright, trademark or other proprietary rights notice
which  indicates  the ownership of any part of the Confidential Information, and
(b)  to  notify the other party of the circumstances surrounding any possession,
use  or  knowledge of the Confidential Information by any person or entity other
than  those  authorized  by  this  Agreement.

5.4    Privacy  Compliance.  Notwithstanding  anything  herein  to the contrary,
       -------------------
RazorStream  shall  not collect, use or disclose any User Information that would
violate  any  applicable  privacy  or  other laws, rules, regulations, generally
accepted industry standards or the terms of this Agreement.

6.     PROFESSIONAL SERVICES.

6.1    SOW;  Deliverables.  RazorStream  will  perform  professional  services
       ------------------
("Professional  Services")  for Company, initially as part of the Implementation
  ----------------------
Services,  as  defined below, and as Company and RazorStream may agree from time
to  time.  For  each  project  undertaken  by  RazorStream  under this Agreement
outside  of  the  initial  Implementation Services, RazorStream and Company will
enter  into  a  written  Statement  of  Work ("SOW") pursuant to this Agreement,
                                               ---
substantially  in  the form of the attached Exhibit B.  Each SOW shall include a
                                            ---------
description of the Professional Services to be performed, the work product to be
produced  by  RazorStream  (the  "Deliverables"),  the terms of ownership of the
                                  ------------
Deliverables  (including ownership of any Intellectual Property Rights therein),
any  requirements  and  specifications  for the project or the Deliverables, any
compensation  to  be  paid  to RazorStream for the Professional Services and any
pre-approved  reimbursable  expenses  to  be charged to Company, and the project
schedule  for  performance  of  the  Professional  Services  and delivery of the
Deliverables.  RazorStream shall complete the Professional Services described in
each  SOW  in  accordance  with  the  project  schedule  and/or  milestones,  as
applicable,  set  forth  in the SOW or any project plan drafted pursuant to such
SOW  that  has  been  approved  by  Company.  The  pricing  for the Professional
Services  described in any SOW may be either a fixed amount or may be charged on
a  time  and  materials  basis,  as the Parties may agree in the applicable SOW.
Where  a  SOW  provides  that RazorStream will perform the Professional Services
described such SOW on a time and materials basis, RazorStream shall set forth an
estimate  of  the total charges for completion of such Professional Services and
such  estimate  shall  not  be exceeded without Company's prior written consent.
Unless  otherwise  agreed  in  any  SOW,  any  Deliverables  created  under this
Agreement  shall automatically be included within the definition of "Technology"
under  this  Agreement.

6.2    Change  Orders.  Company  may  require reasonable changes in the scope of
       --------------
the  Professional  Services  described in any SOW that RazorStream shall perform
upon  receiving  notice thereof from Company.  Notwithstanding the foregoing, if
the  change  in the scope of the Professional Services under an SOW requested by
Company  materially  increases  the amount of time to be spent by RazorStream in
providing the Professional Services as so modified, then Company and RazorStream
shall  agree  in  writing  to  a  change order with respect to such SOW ("Change
                                                                          ------
Order")  setting  forth a description of the additional Professional Services to
-----
be  provided  by  RazorStream  and the additional compensation, if any, for such
additional  Professional Services. RazorStream shall not be obligated to perform
such additional Professional Services if Company and RazorStream cannot agree in
writing  on  the  pricing  for  such  additional  Professional  Services.
Notwithstanding  any  other  provision  of this Agreement, Company shall have no
obligation to pay any charges for any Professional Services rendered pursuant to
this  Agreement  that  exceed the fixed price, or the estimate of all total time
and materials charges, set forth in any SOW, unless such additional charges have
been  approved  in  writing by Company in advance. This Agreement and any SOW or
Change  Order  shall  be  construed  as  consistent  with  one  another whenever
possible;  provided,  however,  that  notwithstanding  anything  herein  to  the
contrary,  in  the event of any conflict between any of the terms and conditions
of  this  Agreement,  on the one hand, and any SOW or Change Order, on the other
hand,  this  Agreement  shall  prevail.


                                      -8-
<PAGE>
6.3    Implementation  Services.  Notwithstanding  the  foregoing, in connection
       ------------------------
with  the roll-out of the Technology for use in a production environment by, and
with  respect to the roll-out of each individual website operated by, Company or
any  third  party  authorized by Company, RazorStream shall provide, pursuant to
the  fees  set  forth  in  Exhibit  D,  all  (a) account set-up, engineering and
                           ----------
implementation  hardware,  equipment  and  services  reasonably  necessary  with
respect  to the installation, testing and proper configuration of the Technology
and Hosting Services to ensure that the Technology and Hosting Services function
substantially in accordance with the Specifications and otherwise meet Company's
requirements  in  all  respects,  and  (b) such training services as Company may
reasonably  request  (collectively,  the  "Implementation  Services").  Prior to
                                           ------------------------
commencing  any Professional Services other than the Implementation Services, it
shall be RazorStream's responsibility to obtain a separate SOW with Company that
shall  govern  RazorStream's  performance  of such Professional Services and any
compensation owed to RazorStream there for. RazorStream shall not be entitled to
any  compensation  for  (i) the Implementation Services, or (i) any Professional
Services  rendered  by  RazorStream  for  Company unless Company has agreed in a
separate  SOW  to  such  charges.

7.     MAINTENANCE AND SUPPORT.

During  the Term, and at all times thereafter to the extent Company continues to
use  the  Technology,  RazorStream  shall provide to Company the maintenance and
support  services ("Support Services") for the Technology in accordance with the
                    ----------------
terms  and  conditions  set  forth  on  Exhibit  C  hereto.
                                        ----------

8.     REDUNDANCY; BACK-UP; THIRD PARTY SERVICE PROVIDERS.

8.1    Redundancy;  Disaster  Recovery.  At  all  times  during the Term of this
       -------------------------------
Agreement,  RazorStream  shall  maintain complete back-up facilities at a remote
location  so as to ensure availability of the Technology and Hosting Services in
the  event  that  the  Technology  or  Hosting  Services  experience  technical
difficulties or other problems whether within or beyond RazorStream's reasonable
control.

8.2    Bandwidth.  During the Term, the Bandwidth representing the connection of
       ---------
the  Technology/Hosting  Services to the Internet shall only operate at capacity
for  periods  of  time  that  are  commercially  reasonable  (as  determined  by
applicable industry standards and practices in effect from time to time). In the
event  that  (a)  the  Technology/Hosting  Services connection exceeds Bandwidth
capacity  beyond  periods  of time that are commercially reasonable in any given
calendar  month,  and  (b)  Company  reasonably  anticipates  that  the
Technology/Hosting  Services  connection  will  continue  to  exceed  Bandwidth
capacity, RazorStream shall provide additional bandwidth as requested by Company
within  thirty  (30)  days,  provided  that  such  increases  in  Bandwidth  are
reasonable  and  a  commensurate  increase  in  compensation  is mutually agreed
between  RazorStream  and  Company.

Initial  Bandwidth  will  be  set at a guaranteed 100Mbps (megabits per second),
burstable to 1 Gbps (gigabit per second). This given resource level, independent
of  other  factors,  can support an approximate sustained 800 simultaneous 128Kb
video connections. Burst allowance can support an approximate 7,500 simultaneous
128Kb  video  connections.

Bandwidth  utilization  samples  are taken for each 5 minute interval throughout
the  month. The 95th percentile of the sample data will be used as the basis for
all  usage  charges.  The Customer shall be billed the higher of (i) the Minimum
Ethernet  MRC (in the event Customer's 95th percentile usage is equal to or less
than  the applicable Minimum Usage) or (ii) an MRC equal to the Minimum Ethernet
MRC  plus  an amount equal to the product of the 95th percentile usage in excess
of the applicable Minimum Usage for such month multiplied by the applicable Unit
MRC.


                                      -9-
<PAGE>
8.3    Back-Up  of  Transaction Logs.  RazorStream shall make a complete back-up
       -----------------------------
of  the  Transaction logs on a daily basis during the Term.  On the first day of
every  month  during  the  Term,  or  at  more  frequent intervals as reasonably
requested by Company, RazorStream shall deliver to Company a complete electronic
copy  of  the  Transaction  logs  for  the  previous  month.

8.4    Notice of Third Party Service Provider.  RazorStream may change its Third
       --------------------------------------
Party  Service  Provider as long as notice of such change is provided to Company
within  30  days  of  such  change.

9.     SECURITY.

9.1    Security.  RazorStream  shall use SSL encryption or other such technology
       --------
consistent  with  applicable  industry standards and practices as in effect from
time  to  time  to  ensure that the Technology is configured so as to (a) permit
only  Licensed  Entities'  use  of  the  Technology  for  purposes of conducting
Transactions,  and (b) prohibit any non-Licensed Entities' use of the Technology
and/or  unauthorized  use  of  Company's ARC merchant account numbers.  Further,
RazorStream  acknowledges  that  the User Information is specific to Company and
Users  and  that  it  is  not  to  be  made  available  to  the public at large.
RazorStream  shall take all reasonably necessary precautions to ensure that User
Information  is  made  available  only  to  Company  and  to  Users to whom User
Information  relates.

9.2    Incident Response Protocol.  RazorStream will promptly remedy and respond
       --------------------------
to,  and notify Company of, any intrusion or attempted intrusion by unauthorized
persons  to  the  Transaction  logs  and/or  User  Information.

10.     RESERVED.

11.     RAZORSTREAM FEES AND PAYMENT.

11.1   Fees.  In  consideration for the Hosting Services provided by RazorStream
       ----
with respect to the Technology and the Support Services provided by RazorStream,
Company  shall  pay RazorStream, for each individual website operated by Company
or  any  third party authorized thereby, the fees and other amounts described in
Exhibit  D  to this Agreement ("Fees").  Except as otherwise approved by Company
----------                      ----
in  writing  in  advance, the Fees are the only amount for which RazorStream may
invoice  Company  with respect to the provision, installation and implementation
(including, but not limited to, configuration and integration) of the Technology
and  Hosting  Services  and  the  use  or operation thereof by Company.  For the
avoidance of doubt, the Fees set forth in Exhibit D shall apply independently to
                                          ---------
each  individual  website  operated  by  Company  or  any third party authorized
thereby,  and  no  Fees  charged  with respect to any individual website, and no
Subscriber  Accounts  applied  with  respect to any individual website, shall be
aggregated  with  any  Fees or Subscriber Accounts, respectively, applied to any
other  website.  In  connection  with  each individual website to be operated by
Company,  or  any  third party authorized thereby, Company will provide five (5)
business  days  notice  thereof  to  RazorStream  (whereby, for purposes hereof,
electronic  notice  will  suffice),  which  notice  will identify the individual
website  (and  corresponding  URL),  will  identify  the  services  required  by
RazorStream,  and will attach an amendment to Exhibit F which amendment will set
                                              ---------
forth  an  aggregate list of websites operated by the Company and any applicable
third  party  as of the date of such notice.  In connection with each individual
website  to  be  operated by Company, or any third party authorized thereby, (i)
RazorStream shall provide the Hosting Services, Support Services, Implementation
Services,  Professional  Services  and  any  other services required hereby with
respect  to  each such website, in each case subject to the terms and conditions
hereof,  and (ii) RazorStream shall be entitled to be paid the Fees as set forth
in  Exhibit  D.
    ----------

11.2   SOW Invoices.  For all Professional Services performed by RazorStream for
       ------------
Company  pursuant  to a SOW, Company shall be invoiced as described in such SOW.


                                      -10-
<PAGE>
11.3   Expenses.  With  the  exception  of  travel  and  related  expenses  in
       --------
connection  with Professional Services rendered by RazorStream for Company which
are  specified  in a SOW, RazorStream shall be solely responsible for payment of
all  expenses arising from its performance of this Agreement, including expenses
for facilities, computer equipment, software, Internet and/or telecommunications
charges  in  connection  with  the  Hosting  Services.

11.4   Payment  Terms.  Except  as  otherwise  explicitly  provided  in  this
       --------------
Agreement,  all  amounts  (other  than  any  amounts disputed by Company in good
faith)  owed  by  Company  to  RazorStream hereunder shall be due and payable no
later  than  thirty  (30)  days after Company's receipt of RazorStream's invoice
there for.

11.5   Taxes.  RazorStream  will  add  to any Fees payable by Company, an amount
       -----
equal to any applicable taxes, local, state or federal, however designated, that
must  be  validly  levied  or  based  upon  this Agreement or upon the material,
software  and  services  furnished  hereunder,  excluding,  however, ad valorem,
personal  property  taxes,  state  and local privilege and excise taxes based on
gross  revenue,  taxes based on or measured by RazorStream's net income, and any
taxes  or  amounts  in lieu thereof paid or payable by RazorStream in respect of
the  foregoing  excluded  items.  Taxes  payable  by  Company  will be billed as
separate  items  on  RazorStream's  invoices.

12.     RECORDS; AUDITS.

12.1   Maintenance  of Company Records.  During the Term and for a period of two
       -------------------------------
(2)  years  thereafter,  Company shall maintain complete and accurate Accounting
Records  and  with  regard  to  its payment of amounts to RazorStream hereunder.
Company  shall  maintain  all  Accounting  Records  in accordance with generally
accepted  accounting  principles,  consistently  applied.

12.2   Maintenance  of RazorStream Records.  During the Term and for a period of
       -----------------------------------
two  (2)  years  thereafter,  RazorStream  shall  maintain complete and accurate
Accounting  Records  and Operations Records with regard to the services provided
to  Company  under  this  Agreement.  RazorStream  shall maintain all Accounting
Records  in  accordance  with  generally  accepted  accounting  principles,
consistently  applied.

12.3   Inspection  of  Company  Accounting  Records.  Upon  reasonable notice to
       --------------------------------------------
Company,  and  during regular Company business hours, RazorStream shall have the
right  to  review  the Company Accounting Records to confirm accurate payment of
the  amounts  owed  by  Company  to  RazorStream.  Such  reviews  may take place
periodically, but shall not occur more than once each fiscal year.

12.4   Compliance  Audit.  During  the  Term  of  this Agreement and for two (2)
       -----------------
years  thereafter,  Company shall have the right to audit or cause to be audited
the  Operations  Records  in  order  to verify RazorStream's compliance with its
obligations  under  this  Agreement,  including  but  not  limited  to all those
relating  to the security and privacy of User Information.  Any such audit shall
be  conducted  at  Company's  expense  by  Company's  internal  auditor  or  an
independent  auditor  selected  by  Company and shall be done if feasible during
RazorStream's  regular  business hours in such a manner as not to interfere with
RazorStream's  normal  business  activities.

12.5   Financial  Audit of RazorStream.  During the Term and for a period of two
       -------------------------------
(2)  years  thereafter,  Company  shall  have  the right to audit or cause to be
audited  the  Accounting Records in order to verify the accuracy of the Expenses
charged  by  RazorStream  to  Company.  Any such audit shall be conducted at the
expense  of  Company;  provided  that, in the event that such audit reveals that
RazorStream  has  overcharged  Company by five percent (5%) or more, RazorStream
shall  reimburse Company for the costs of the audit.  RazorStream promptly shall
reimburse  Company  for  any  overcharge  of  Expenses.  To  the


                                      -11-
<PAGE>
extent  feasible, any such audit shall be conducted during RazorStream's regular
business  hours  in  such a manner as not to interfere with RazorStream's normal
business  activities.

12.6   Cooperation  of  RazorStream.  RazorStream  shall  cooperate  fully  with
       ----------------------------
Company  and  any  independent  third  party mutually agreed upon by Company and
RazorStream  in  connection with any such audit and shall assist Company and any
such  independent  third  party,  as  reasonably  requested  by  Company or such
independent  third  party.

12.7   Transaction  Log Reports.  On at least a monthly basis during the Term of
       ------------------------
this  Agreement,  RazorStream shall provide to Company summaries and analyses of
Transaction  logs  and  related  files.

12.8   Incident  Response  Reports.  In  accordance  with  the Incident Response
       ---------------------------
Protocol,  RazorStream  immediately  will provide Company written information in
reasonable  detail of any breach or attempted breach of the security of the User
Information  or  Transaction  logs.

12.9   No  Limitation  of  Remedies.  The remedies set forth in this Article are
       ----------------------------
cumulative and in no way limit or waive any other remedies available to Company.

13.     TERM.

Unless  sooner  terminated  pursuant to the provisions of Section 3.6 (Option to
Host  Technology)  above  or  Article  14  (Termination) below, the term of this
Agreement  shall  commence  as  of the Effective Date and shall continue through
January 15, 2008 (the "Initial Term").  Unless terminated earlier, the Agreement
shall  automatically  continue  following  the  Initial Term, until either Party
provides  the other sixty (60) days written notice of termination for any reason
(the  "Extended  Term"  and,  with  the  Initial  Term,  the  "Term").

14.    TERMINATION.

14.1   Termination  for Default.  Either Party shall have the right to terminate
       ------------------------
this  Agreement  upon written notice to the other Party following the occurrence
of  any  of  the  following (each, an "Event of Default"): (a) in the event of a
                                       ----------------
breach  by  either  Party  of any material term or provision herein which is not
cured within thirty (30) days after the non-breaching Party gives written notice
to the breaching Party describing the breach; or (b) in the event that the other
Party  voluntarily  files any bankruptcy petition, or becomes the subject of any
involuntary  bankruptcy proceeding that is not dismissed within sixty (60) days,
becomes  insolvent,  makes  an  assignment  for  the  benefit of creditors, or a
receiver,  liquidator  or  trustee  is  appointed  for  its  affairs.

14.2   Termination  by  Company.  In addition to any termination right otherwise
       ------------------------
provided  hereunder  (including under Section 3.6), Company shall have the right
to  terminate  this  Agreement  as  follows:  (a)  immediately,  if  RazorStream
repeatedly breaches any of its obligations under this Agreement (i.e., three (3)
or  more  times within a six (6) month period), even though RazorStream remedies
each  such  breach  within  the  applicable  time period specified above; or (b)
immediately, in the event of a breach by RazorStream of the Support Services, as
identified  and  set  forth in Article 7 and Exhibit C hereof, that is not cured
                                             ---------
within  thirty  (30)  days  after  Company  gives  written notice to RazorStream
describing  the  breach.

14.3   Effect  of  Termination.  Except  as provided in Section 3.5 (Source Code
       -----------------------
Escrow)  above,  and  except  for  the  perpetual  licenses  granted  to Company
hereunder,  and  except  as  otherwise  provided  herein,  upon  expiration  or
termination  of  this  Agreement:  (a) all rights and licenses granted hereunder
will  automatically  cease; (b) any undisputed amounts due hereunder but not yet
paid  shall  become  due  and


                                      -12-
<PAGE>
payable;  (c) RazorStream will return to Company all copies of Transaction logs,
all  related data and any other materials provided to RazorStream by Company (or
at  the  election of Company, destroy such copies and cause an executive officer
of RazorStream to certify the same to Company); (d) RazorStream will continue to
provide  the  support  and  maintenance services set forth in Exhibit C; and (e)
                                                              ---------
except  as  otherwise  necessary  for  completion  of  the  access  rights  upon
termination  set  forth in this Section 14.3, all Confidential Information shall
be  returned  or  destroyed  pursuant  to  the provisions of Section 5.  For the
avoidance of doubt, upon the expiration or termination of this Agreement for any
reason,  provided  that  RazorStream  continues  to  provide  the  support  and
maintenance  services set forth in Exhibit C, Company shall continue to make the
                                   ---------
maintenance  payments set forth on Exhibit D hereto with respect to such support
                                   ---------
and  maintenance services, in each case, for each individual website operated by
Company  or  a  third  party  authorized  thereby.

14.4   No  Prejudice.  Termination of this Agreement shall not affect any of the
       -------------
rights  and  obligations  of  the  Parties  that  have  accrued  prior  to  such
termination.

15.     RELATIONSHIP OF THE PARTIES; INDEPENDENT CONTRACTOR.

It  is  expressly  understood and agreed that each Party is acting independently
and  neither Party is deemed to be an agent, partner, or joint venturer with the
other  Party for any purpose, nor are the employees, agents or subcontractors of
one  Party  deemed  to be employees, agents or subcontractors of the other.  One
Party  has  no  authority to assume or create any obligation for or on behalf of
the  other  Party,  express  or  implied,  with  respect  to  this  Agreement or
otherwise.  Each  Party  is  wholly  independent and shall exercise full control
over performance of its obligations under this Agreement and over its employees,
agents  and  subcontractors and each Party is wholly responsible for withholding
and payment of all income and other payroll taxes with respect to itself and its
employees,  as  required  by  law.

16.     REPRESENTATIONS AND WARRANTIES.

16.1   General  Representations  and  Warranties.  Each  Party  represents  and
       -----------------------------------------
warrants  that:  (a)  it  is  a  corporation  or a limited liability company, as
applicable, duly incorporated, validly existing and in good standing; (b) it has
all  requisite corporate power and authority to execute, deliver and perform its
obligations  hereunder;  (c)  it is duly licensed, authorized or qualified to do
business  and  is  in  good  standing  in every jurisdiction in which a license,
authorization  or  qualification is required for the ownership or leasing of its
assets  or  the transaction of business of the character transacted by it except
when  the  failure  to  be so licensed, authorized or qualified would not have a
material adverse effect on its ability to fulfill its obligations hereunder; and
(d)  it  is  not a party to any agreement with a third party, the performance of
which is reasonably likely to affect adversely its ability or the ability of the
other Party to perform fully its respective obligations hereunder.

16.2   Additional  RazorStream  Representations  and  Warranties.  RazorStream
       ---------------------------------------------------------
further  represents  and  warrants  to  Company  that it owns the Technology and
Documentation  and  that the Technology and Documentation do not, to the best of
its  knowledge,  infringe  the  rights  of  any  third party, including, but not
limited  to  any  third  party's  Intellectual  Property  Rights.

16.3   Disclaimer.  EXCEPT  AS  PROVIDED  IN  SECTIONS  16.1  AND  16.2  ABOVE,
       ----------
RAZORSTREAM  PROVIDES  THE  TECHNOLOGY  "AS  IS,"  WITHOUT WARRANTY OF ANY KIND,
EITHER  EXPRESS  OR  IMPLIED.  RAZORSTREAM  SPECIFICALLY  DISCLAIMS  THE IMPLIED
WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS  FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES  ARISING  BY AFFIRMATION, PROMISE, DESCRIPTION OR SAMPLE. RAZORSTREAM
SHALL NOT BE OBLIGATED TO PROVIDE ANY UPDATES, ENHANCEMENTS OR EXTENSIONS UNLESS
SPECIFICALLY  SET  FORTH  IN  THIS


                                      -13-
<PAGE>
AGREEMENT.   RAZORSTREAM NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR
IT  ANY  OTHER  LIABILITY.

17.     LIMITATION OF LIABILITY.

17.1   Disclaimer  of  Consequential Damages.  EXCEPT AS PROVIDE IN SECTION 17.2
       -------------------------------------
(EXCEPTIONS  TO LIMITATION OF LIABILITY) BELOW, IN NO EVENT SHALL (A) COMPANY OR
ITS  RELATED PARTIES, ON THE ONE HAND, OR RAZORSTREAM OR ITS RELATED PARTIES, ON
THE  OTHER  HAND, BE LIABLE TO THE OTHER PARTY, IN CONTRACT OR IN TORT, OR UNDER
ANY  OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY), FOR ANY INDIRECT, SPECIAL,
INCIDENTAL,  CONSEQUENTIAL  OR  SIMILAR  DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS
BEEN  ADVISED  OF  THE  POSSIBILITY  OF SUCH CLAIM, OR (B) EITHER COMPANY OR ITS
RELATED  PARTIES, ON THE ONE HAND, OR RAZORSTREAM OR ITS RELATED PARTIES, ON THE
OTHER  HAND,  BE  LIABLE  TO  THE  OTHER  PARTY  FOR  AN AMOUNT GREATER THAN THE
AGGREGATE  AMOUNT  OF  FEES  PAYABLE  TO  RAZORSTREAM  UNDER  THIS  AGREEMENT.

17.2   Exceptions to Limitations of Liability.  NOTHING IN SECTION 17.1(B) SHALL
       --------------------------------------
LIMIT  (A)  RAZORSTREAM'S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN ARTICLE 18
(INDEMNIFICATION),  OR (B) EITHER PARTY'S LIABILITY FOR A MATERIAL BREACH OF ANY
PROVISIONS  OF  THIS  AGREEMENT RELATING TO DISCLOSURE OR MISUSE OF CONFIDENTIAL
INFORMATION, OR (C) DAMAGES RESULTING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.

18.     INDEMNIFICATION.

RazorStream  shall  defend,  indemnify and hold harmless Company and its Related
Parties  (collectively,  the "Indemnified Parties") from and against any and all
                              -------------------
Liabilities  relating  to  any Claim against the Indemnified Parties arising out
of,  in  connection  with,  or  based  on  (a) an allegation that the Technology
(including  any  Source  Code thereof), Third Party Software, Hosting Service or
any  Deliverable (collectively, "RazorStream Product(s)"), or the use thereof in
                                 ----------------------
accordance  with  this  Agreement, infringes any Intellectual Property Rights of
any  third  party,  (b)  a  breach of any representation, warranty, covenant, or
other  term  or  condition  of this Agreement by RazorStream, (c) the conduct of
RazorStream's  business,  or (d) the negligent acts or omissions, or intentional
misconduct  of  RazorStream  or  its  Related Parties related to this Agreement;
provided  however  that (i) Company shall provide RazorStream with prompt notice
of  the  Claim giving rise to such obligation (but failure by Company to provide
prompt  notice of a Claim shall not relieve RazorStream of its obligations under
this  Section, except to the extent that RazorStream is materially prejudiced by
such  failure);  (ii)  RazorStream  shall have control of the defense and of all
negotiations  for  settlement of such Claim (provided that RazorStream shall not
enter  into  a  settlement  or compromise of any such Claim that would adversely
affect  any  Indemnified  Parties'  rights  hereunder  or  that  would impose an
unindemnified  monetary obligation on any of the Indemnified Parties, or require
an  admission  of  fault,  wrongdoing,  or  liability  by any of the Indemnified
Parties, without Company's prior written consent); (iii) Company shall cooperate
with RazorStream in the defense or settlement of any such Claim, and RazorStream
shall  reimburse  Company  for  the  reasonable  costs  associated  with  such
cooperation,  and (iv) with respect to subsection (a) hereof only, Company shall
not  have  (1) made any unauthorized changes or modifications to the RazorStream
Product  (unless  the modification constitutes normal installation, use, repair,
replacement,  or  addition  of  RazorStream-provided  items  for the RazorStream
Product),  (2)  used the RazorStream Product in combination with other items not
provided by RazorStream (unless RazorStream specifically recommended or approved
them  all  as  a combination, the combination is with an item in the hardware or
software  operating


                                      -14-
<PAGE>
environment  for  the  RazorStream  Product or is reasonably contemplated by the
Specifications,  or  the  specific combination would be necessary for use in the
normal  course  of  events  in connection with such RazorStream Product), or (3)
modified  the Source Code of the Technology where such modification (rather than
the  base  Source  Code)  was  the  sole,  direct,  and  proximate  cause of the
infringement.  In  the  event of such infringement, in addition to RazorStream's
indemnity  obligations  above, RazorStream may replace, in whole or in part, the
RazorStream  Product with a substantially compatible and functionally equivalent
product  or  service or modify the RazorStream Product to avoid the infringement
(provided,  however, that in each case such RazorStream Product must continue to
comply  with  the  Specifications without any material decrease in performance),
obtain  for Company the right to continue using the RazorStream Products, or, if
such  remedies are not reasonably available, RazorStream will return all amounts
paid  by  Company  with  respect to such RazorStream Products, including without
limitation  amounts  paid  with  respect  to  Support Services or other services
relating to such RazorStream Products, and accept its/their return.  RazorStream
shall promptly reimburse the Indemnified Parties for any Liabilities incurred in
connection  with  any  such  Claim.  The  Indemnified Parties may have their own
counsel participate in the defense of any such Claim, provided that the costs of
such  counsel  shall  be  borne  by  the  Indemnified  Parties.

19.     NOTICE.

All notices under this Agreement shall be delivered by (a) depositing the notice
in  the  mail, using registered mail, return receipt requested, addressed to the
address  below  or  to any other address as the Party may designate by providing
notice, (b) facsimile by using the telephone number set forth below or any other
telephone  number  as the Party may designate by providing notice, (c) overnight
delivery  service  addressed to the address below or to any other address as the
Party  may designate by providing notice, or (d) hand delivery to the individual
designated  below  or  to  any  other  individual  as the Party may designate by
providing  notice.  The  notice  shall  be  deemed received (i) if by registered
mail,  four  (4)  days  after  the  notice's  deposit  in  the  mail, (ii) if by
facsimile,  on  the date the notice is delivered with electronic confirmation of
receipt,  (iii) if by overnight delivery service, one business day after deposit
with  the  overnight  courier, and (iv) if by hand delivery, on the date of hand
delivery.


         Notices to RazorStream:       Notices to Company:
         RazorStream, LLC              VMdirect, L.L.C.
         3035 East Patrick Lane        3035 East Patrick Lane
         Las Vegas, Nevada 89120       Las Vegas, Nevada 89120
         Attn: President               Attn: Manager
         Facsimile:                    Facsimile:

20.     GOVERNING LAW; DISPUTE RESOLUTION.

This Agreement shall be governed by and construed under the laws of the State of
Nevada, notwithstanding its conflicts of law principles.  The Parties agree that
exclusive  venue  for  any  dispute  arising  under  or  in connection with this
Agreement  shall  be in the state courts of Nevada or federal district courts of
the United States located in Las Vegas, Nevada.  Each Party irrevocably consents
to  the  exclusive  personal  jurisdiction  of  such courts.  THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING,  CLAIM  OR  COUNTERCLAIM  ARISING  UNDER  OR  IN  RELATION  TO  THIS
AGREEMENT.


                                      -15-
<PAGE>
21.    GENERAL.

21.1   Amendment and Restatement of Original Agreement.  The parties acknowledge
       -----------------------------------------------
and  agree  that,  as  of  the  Effective  Date, the Original Agreement shall be
amended  and  restated  in  its  entirety  on  the  terms  set  forth  herein.

21.2   Entire  Agreement.  This  Agreement  sets  forth the entire agreement and
       -----------------
understanding  of  the  Parties relating to the subject matter herein and merges
and  supersedes  all  prior  agreements,  writings, commitments, discussions and
terms.  Failure  by either Party to enforce any provision of this Agreement will
not be deemed a waiver of future enforcement of that or any other provision.  No
delay or omission by either Party to exercise any right or power will impair any
such  right  or  power  or  be  construed  to  be  a  waiver  thereof.

21.3   Force  Majeure.  Subject  to  RazorStream's  obligations under Article 9,
       --------------
neither  Party  is  responsible  for delays or failures in performance resulting
from  acts  of  God,  strikes,  lockouts,  riots,  acts  of  war  and terrorism,
embargoes,  unanticipated  changes in governmental regulations, epidemics, fire,
communication line failures, power failures, earthquakes, other disasters or any
other  reason  where failure to perform is beyond the control of, and not caused
by,  the  non-performing  Party  or  its vendors or suppliers (each, an event of
"Force  Majeure").  If  a  claim by a Party for release of its obligations under
 --------------
this  Section  exceeds  thirty  (30) days, then the other Party has the right to
terminate  this  Agreement.  Neither  Party  is  entitled  to  relief under this
Section  to  the  extent that any event otherwise constituting an event of Force
Majeure  results  from  the  negligence  or fault of the applicable Party or its
vendors,  service  providers  or  suppliers.

21.4   No  Construction  Against  Drafter.  This  Agreement  shall  be construed
       ----------------------------------
within  its  fair  meaning  and no inference shall be drawn against the drafting
Party  in  interpreting  this  Agreement.

21.5   Amendment; Waiver.  This Agreement may not be modified or amended, except
       -----------------
by  written instrument executed by an authorized representative of both Parties.
No  change,  waiver,  or  discharge  hereof shall be valid unless in writing and
signed  by  an authorized representative of the Party against which such change,
waiver,  or  discharge  is  sought  to  be  enforced.

21.6   Assignment.  This  Agreement  may not be assigned (including by operation
       ----------
of  law  or change of control) by either Party without the prior written consent
of  the  other,  except  that  either  Party shall have the right to assign this
Agreement  without prior written consent to (a) a then-current Affiliate of such
Party,  or (b) any successor entity in the event of such Party's transfer of all
or  substantially  all  of  its  assets,  merger,  spin-off,  consolidation,
reorganization  or  other  business  combination.  Any  attempted  assignment in
violation  of  this  Section shall be void. This Agreement shall be binding upon
and  shall  inure  to  the  benefit  of  the  Parties hereto and their permitted
successors  and  assigns.

21.7   Subcontracting.  RazorStream shall not be permitted to subcontract any or
       --------------
all of its obligations under this Agreement to any third party without the prior
written  consent of Company. Notwithstanding the foregoing sentence, RazorStream
shall  be  permitted to subcontract, without prior written consent, any services
related  to hosting or third party Internet service providers, so long as notice
is provided as required by Section 8.4. Notwithstanding any permitted delegation
or subcontracting any of its obligations under this Agreement, RazorStream shall
be  responsible  for  fulfilling all of its responsibilities under the Agreement
and  ensuring that all of Company's requirements as defined under this Agreement
are  met.

21.8   Severability.  If any provision of the Agreement shall be held by a court
       ------------
competent  jurisdiction  to  be  illegal,  invalid or unenforceable, the Parties
hereby  authorize  the  court  to  modify  such  provision  to  the


                                      -16-
<PAGE>
minimum extent necessary to effectuate the Parties' intentions and the remaining
provisions  shall  remain  in  full  force  and  effect.

21.9   Survival.  Any  provision  of  this  Agreement  which  may reasonably and
       --------
customarily  be  interpreted  or  construed  as surviving the termination of the
Agreement,  shall  survive  such  termination  of this Agreement for any reason,
including  Articles/Sections  1,  2,  3.1 (to the extent of 3.1.1, 3.1.2, 3.1.5,
..3.1.6,  and  3.1.7),  3.5,  4, 5, 7, 10, 12, 14, 16, 17, 18, 19, 20 and 21, and
Sections  3.1.3,  3.1.4,  and  3.1.8  for  the  term of any licenses/sublicenses
granted  by  Company  there  under  and  any  and  all  renewal  terms.

21.10  Cumulative  Remedies.  Except  as  expressly  provided  otherwise in this
       --------------------
Agreement,  in  addition to any remedies provided in this Agreement, the Parties
shall  have  all remedies provided at law or in equity.  The rights and remedies
provided  in  this  Agreement or otherwise under law shall be cumulative and the
exercise  of  any  particular right or remedy shall not preclude the exercise of
any other rights or remedies in addition to, or as an alternative of, such right
or  remedy,  except  as  expressly  provided  otherwise  in  this  Agreement.

21.11  Publicity.  Neither  Party  shall  issue  any  press  release  or  public
       ---------
announcement  or  make any public disclosure (including promotional or marketing
material)  regarding  the  existence  or terms and conditions of this Agreement,
without  the  prior  written  consent  of  the  other  Party;  provided that the
foregoing  will not prohibit any disclosure to the extent required by applicable
securities  laws  or  the rules of any stock exchange where a Party's securities
are  traded.

21.12  Time of Essence.  Time of performance is of the essence in this Agreement
       ---------------
and  a  substantial  and  material  term  hereof.

21.13  Counterparts.  A  copy  of  the  signed  original  of  this  Agreement
       ------------
transmitted  by  facsimile  machine will be binding on both Parties and have the
same force and effect as the signed original, and such documents may be executed
in  any  number  of counterparts, each of which shall be considered an original.

IN  WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of the
Effective  Date.

AGREED:

Agreed to and executed by its            Agreed to and executed by its
authorized representative:               authorized representative:

RAZORSTREAM, LLC                         VMDIRECT, L.L.C.

By:                                      By:
   ----------------------------------       ------------------------------------

Print Name:                              Print Name:
           --------------------------               ----------------------------

Title:                                   Title:
      -------------------------------          ---------------------------------


                                      -17-
<PAGE>
                                    EXHIBIT A
                                    ---------
                                       TO
                     LICENSE, HOSTING AND SERVICES AGREEMENT

                      TECHNOLOGY DESCRIPTION; DOCUMENTATION

TECHNOLOGY
----------

The Technology known as EVE (Extensible Video Engine), (i) used for, among other
matters, video-based Internet communication products and/or services, including,
without  limitation, video e-mail, video instant messaging, live or pre-recorded
webcasting,  digital  vault  storage  and/or  podcasting,  including,  without
limitation,  for  purposes  of  Internet-based social networking applications or
websites,  and/or commercial products or applications, and transcoding, and (ii)
consisting  of  the  modules,  functionality,  capabilities,  specifications and
documentation  all  as  more  fully  described  in electronic format at the URL:
http://www.vidrock.com, as such URL is updated from time to time.
----------------------

TRADEMARKS
----------

See Schedule I to this Exhibit A.


<PAGE>
                                    EXHIBIT B
                                    ---------
                                       TO
                     LICENSE, HOSTING AND SERVICES AGREEMENT

                                STATEMENT OF WORK

This  Statement of Work ("SOW") No. ___ is entered into between VMdirect, L.L.C.
("COMPANY")  and RazorStream, LLC ("RAZORSTREAM") as further identified below as
of  the  date  of  the later signature below.  This SOW shall be governed by the
terms and conditions of the License, Hosting and Services Agreement entered into
by  the  parties  on  _________,  200_  (the "AGREEMENT"). Capitalized terms not
defined herein shall have the same meanings set forth in the Agreement.

1.   Contact Information:

--------------------------------------------------------------------------------
                                  "Company"                "RazorStream"
------------------------  -------------------------  ---------------------------
Contact Name:
------------------------  -------------------------  ---------------------------
Address:
------------------------  -------------------------  ---------------------------
Telephone No.:
------------------------  -------------------------  ---------------------------
Email Address:
--------------------------------------------------------------------------------

2.   Term:  The  Professional  Services  to  be  rendered  under  this SOW shall
     commence  on  _________________  and  shall  be  completed  no  later  than
     _________________________.

3.   Location of performance of the Professional Services:

4.   Detailed description of the Professional Services:

5.   Deliverables to be provided:

6.   Project/Deliverables delivery schedule:

7.   Payment  Terms:  The following payment terms apply to this SOW (check those
     that  are  applicable  and  list  the  rates  and  charges):

     a.   Hourly bill rate (Time and Materials): ______ Hourly Bill Rate: ______

     b.   Fixed Price: ______ Total Project Cost: ______

     c.   Completion  of  Professional  Services  by milestones: ______ List all
          milestones  and  the  cost  for  each  milestone:

     d.   Other: _____ Describe:

Total  amount payable for all Professional Services/Deliverables under this SOW:
$

7.   Additional Terms and Conditions:

     a.   Service  level  agreements:

     b.   Reporting  requirements:

IN  WITNESS  WHEREOF,  the Parties have duly executed this SOW as of the date of
the  later  signature  below.

RAZORSTREAM, LLC                         VMDIRECT, L.L.C.

By:                                      By:
   ----------------------------------       ------------------------------------
Print Name:                              Print Name:
           --------------------------               ----------------------------
Title:                                   Title:
      -------------------------------          ---------------------------------
Date:                                    Date:
      -------------------------------          ---------------------------------


<PAGE>
                                    EXHIBIT C
                                    ---------
                                       TO
                     LICENSE, HOSTING AND SERVICES AGREEMENT

                                SUPPORT SERVICES

1.     STANDARD SUPPORT SERVICES.

During the Term, RazorStream will provide Company the following Support Services
for  the  Technology:

1.1    Corrections  of  all  defects so that the Technology and Hosting Services
will  operate  as  described  in  the  Specifications.

1.2    Periodic  updates  of  the  Technology,  and  all  enhancements  to  the
Technology  (whether major or minor) developed by RazorStream from time to time.
RazorStream  shall  develop enhancements to the Technology as necessary in order
to  keep  current  with  the  latest  technical  requirements  applicable to the
Technology  or  as  directed  by  Company  from  time  to  time.

1.3    Company  is  responsible for Tier I support. A telephone help desk ("Help
                                                                            ----
Desk")  shall answer Company's Tier II calls twenty-four (24) hours a day, seven
----
(7)  days  a  week,  three  hundred  sixty-five  days a year, and shall be fully
staffed  between  the  hours of 8:00 a.m. and 8:00 p.m., Mountain Standard Time,
Monday  through  Friday,  excluding  federal  and  state  holidays  observed  by
RazorStream ("Normal Business Hours"), to assist Company in using the Technology
              ---------------------
and to troubleshoot and resolve any (i) failure of the Technology and/or Hosting
Services  to  operate in accordance with its Specifications, and/or (ii) failure
or material delay in sending or receiving video e-mail and streaming services or
related  data  in  connection  with  the Technology or Hosting Services (each, a
"Problem").  Outside  of Normal Business Hours, RazorStream shall have qualified
 -------
personnel  available  by  beeper  or  cell  phone  to  respond to Severity 1 and
Severity  2  Problems  (as  defined  below).  The  Help Desk shall be staffed by
RazorStream  with  experienced  personnel  with  technical  qualifications  and
specialized  knowledge in the Technology and Hosting Services who are capable of
responding  appropriately  to  Company's  inquiries.

2.     SERVICES NOT INCLUDED.

Except  as  otherwise  provided  in  Section6.3  or  elsewhere in the Agreement,
Support Services do not include custom programming services or training.

3.     OBLIGATIONS OF COMPANY.

3.1    Company Contact.  Upon completion of the implementation of the Technology
and  Hosting  Services,  Company shall designate no more than 3 persons who will
serve  as  the  contacts  with respect to Support Services for Company ("Support
                                                                         -------
Coordinators").  To  the  maximum  extent  practicable, Company's communications
------------
with  RazorStream  with  respect to Support Services will be through the Support
Coordinator(s).

3.2    Installation.  Subject  to  Section 9 (Releases) below, Company agrees to
authorize  installation  of  all  corrections  of substantial defects, minor bug
fixes  and updates, including any enhancements, for the Technology in accordance
with  the  instructions  and  in  order of receipt from RazorStream, except that
nothing  in  this  Agreement  shall be construed to require Company to accept or
install  a  particular  Technology Release where (i) Company reasonably believes
that installation of such Technology Release will have a material adverse effect
on  the  functioning  or  performance  of  Company's  systems  or  networks


<PAGE>
or  will  disrupt  the  receipt  or processing of orders for Company Services by
Users;  or  (ii)  such Technology Release does not conform to the Specifications
therefor,  and,  in  any  such case, notwithstanding any other provision of this
Agreement, Company's failure to install such Technology Release shall not reduce
or  excuse  RazorStream's  Support  Services  obligations  or  permit additional
charges  for  such  Support  Services.

3.3    Facility  and  Personnel  Access.  Upon  reasonable prior notice, Company
agrees  to  grant  RazorStream  access  to  Company's systems, facilities and/or
personnel concerned with the operation of the Technology as reasonably necessary
to enable RazorStream to provide the Support Services.  Notwithstanding anything
herein  to  the  contrary,  RazorStream  shall not remotely access any software,
hardware,  computers, system or equipment or facilities of Company without prior
authorization  from  Company;  provided,  however, that Company shall reasonably
cooperate  with  RazorStream  in  the  diagnosis of any defect.  Any such remote
access by RazorStream shall at all times be subject to Company's then current IT
network  access  policies.  Furthermore,  RazorStream  shall  utilize  any  such
permitted  remote  access  only  for  purposes  of providing Support Services in
accordance  with  this  Agreement.  Company,  in  its sole discretion, may limit
remote  access  and may require RazorStream to comply with any security measures
implemented  by  Company  with  respect to any of Company's systems or networks.

3.4    Error  Documentation.  Company  shall  provide  RazorStream  with  such
information  as  may  be  reasonably requested by RazorStream in order to enable
RazorStream  to  reproduce  the  Problem.

4.     DESIGNATION  OF  SUPPORT  COORDINATORS;  TROUBLE  REPORTS.

Company  may  change  its  Support  Coordinators  from time to time by providing
notice to RazorStream.  Each Support Coordinator(s) shall use reasonable efforts
to  supply  RazorStream  with  verifiable  and reproducible evidence of Problems
accompanied  by  a  "Trouble  Report."  The  "Trouble  Report" shall include the
                                              ---------------
following  information:  (a)  Company's  assessment of the severity level of the
Problem,  (b)  a  reasonably  detailed  description  of  the  Problem,  and  (c)
instructions  on  how  to  reproduce the Problem (if reasonably known), together
with  any other information reasonably available that helps explain the Problem.
The date and time that the Trouble Report is submitted by Company shall be noted
by  RazorStream's  Help  Desk.

5.     SUPPORT  SERVICES;  REPORTING  OF  PROBLEMS.

RazorStream  shall provide Support Services in order to (a) eliminate the effect
on  Company of the Problem, and (b) repair or replace the affected Technology or
Hosting  Services  so  that  the  same  conform  in all material respects to the
Documentation,  Specifications,  and  with  the  requirements  of the Agreement,
without  imposing  additional expense or an unreasonable burden upon Company, in
compliance  herewith.  All  Problems  reported by Company shall be classified in
good  faith by the Support Coordinator that is reporting the Problem as follows:

     1.     Severity  1  means  that  the  Technology  cannot  be accessed or is
            -----------
     totally  unusable  and/or  that the Problem results in a system or business
     operation  becoming  non-operational  (going  down).

     2.     Severity 2 means that significant functionality of the Technology is
            ----------
     affected  and/or that the Problem significantly impacts a production system
     or  business  operation,  but  such  Problem does not result in a system or
     business  operation  becoming  non-operational  (going  down).


<PAGE>
     3.     Severity  3  means  that  minor  functionality  of the Technology is
            -----------
     affected,  that  the  Technology  is not operating materially in accordance
     with  the  Specifications  and/or that the Problem impacts or detracts from
     the  quality  or  performance of a production system or business operation,
     but such Problem does not result in a system or business operation becoming
     non-operational  (going  down).

     4.     Severity  4 means that there is minimal functionality impact that is
            -----------
     not material to a production system or business operation, and such Problem
     does  not result in a system or business operation becoming non-operational
     (going  down),  but  the Technology does not operate in accordance with the
     Specifications.

6.     RESPONSE  TIMES;  RESOLUTION  OF  PROBLEMS.

6.1     Upon  receipt  of  a  Trouble  Report,  RazorStream  will respond to the
Support  Coordinator by telephone or email to acknowledge receipt of the Trouble
Report:  (a)  within  15  minutes for Severity 1 Problems, (b) within 1 hour for
Severity 2 Problems, and (c) within one business day for Severity 3 and Severity
4 Problems.  For Severity 1 and Severity 2 Problems, RazorStream shall designate
a  senior  engineer  with appropriate experience and background as the emergency
representative  for  Company  ("Emergency  Representative").  RazorStream  shall
                                -------------------------
provide  Company  with  24 hour per day, seven days per week pager access to the
Emergency  Representative.  After acknowledgment of the Problem, RazorStream and
the Support Coordinator may mutually agree to assign a different severity level,
but  if  such  agreement cannot be reached after a brief, good faith discussion,
then  the  Support  Coordinator's  classification  of  the Problem shall govern.
After  acknowledgment  of  the  Problem  as  required  hereby, RazorStream shall
resolve  Problems  as  follows:

     1.     Severity  1  Problems.  RazorStream  shall  immediately  commence
            ---------------------
     diagnosis  of  the Problem. RazorStream shall use its best efforts and work
     diligently  24  hours per day, 7 days per week, to diagnose the Problem and
     provide  a  temporary fix or workaround to the Problem as soon as possible,
     but in no event later than 48 hours after the root cause of the problem has
     been  determined.  RazorStream shall provide a permanent correction as part
     of  its  next  Technology  Release  which  shall be made available within 6
     months  of  the  Support  Coordinator's  report of the Problem. RazorStream
     shall  provide  to  Company, within 15 days of the release of the temporary
     fix or workaround, a written plan detailing the proposed final solution for
     the  Problem  that  shall be incorporated in the next Technology Release of
     the  Technology.

     2.     Severity  2  Problems.  RazorStream  shall  immediately  commence
            ---------------------
     diagnosis  of  the Problem. RazorStream shall use its best efforts and work
     diligently  24  hours per day, 7 days per week, to diagnose the Problem and
     provide  a  temporary  fix or workaround to the Problem as soon as possible
     and  will continue until the problem is resolved. RazorStream shall provide
     a  permanent  correction as part of its next Technology Release which shall
     be  made  available  within 6 months of the Support Coordinator's report of
     the  Problem.  RazorStream  shall provide to Company, within 15 days of the
     release  of  the  temporary fix or workaround, a written plan detailing the
     proposed  final  solution for the Problem that shall be incorporated in the
     next  Technology  Release  of  the  Technology.

     3.     Severity  3 Problems.  RazorStream shall commence a diagnosis of the
            --------------------
     Problem  within  one business day. RazorStream shall work diligently during
     Normal  Business  Hours to diagnose the Problem and provide a temporary fix
     or workaround to the Problem as soon as possible but in no event later than
     10  business  days'  from  RazorStream's  receipt  of  the  Trouble Report.
     RazorStream  shall  provide  a  permanent  correction  as  part of its next
     Technology  Release  which  shall  be made available within 6 months of the
     Support  Coordinator's  report  of  the  Problem.


<PAGE>
     RazorStream  shall provide to Company, within 15 days of the release of the
     temporary  fix  or  workaround, a written plan detailing the proposed final
     solution  for the Problem that shall be incorporated in the next Technology
     Release  of  the  Technology.

     4.     Severity  4 Problems.  RazorStream shall commence a diagnosis of the
            --------------------
     Problem  within  5  business  days.  RazorStream  shall  not be required to
     provide  a  temporary fix or workaround to the Problem, but shall provide a
     permanent correction as part of its next Technology Release but in no event
     later  than  6  months'  from  RazorStream's receipt of the Trouble Report.
     RazorStream  shall  provide  to  Company,  within  15 days of RazorStream's
     receipt  of the Trouble Report, a written plan detailing the proposed final
     solution  for the Problem that shall be incorporated in the next Technology
     Release  of  the  Technology.

     6.2     Communication  Regarding  Progress.  RazorStream  shall provide the
     Company with daily written reports regarding its progress in diagnosing and
     fixing Severity 1 and Severity 2 Problems, and with monthly written reports
     regarding  its  progress in diagnosing and fixing Severity 3 and Severity 4
     Problems.  Such  reports shall be reasonably detailed to inform the Company
     of  the  substance and scope of the Problem as well as an estimated time to
     implement  a  fix  or  workaround.

7.     OTHER  PROVIDERS.

RazorStream  acknowledges  that  Company  will  be  installing  and  using  the
Technology  together  with  equipment and software provided by other vendors and
providers  ("Other  Providers").  RazorStream  diligently  shall work with Other
             ----------------
Providers to (a) determine whether the Technology and/or Hosting Services is the
cause  of a reported Problem, (b) implement a resolution to the extent that such
Problem  is  partially  or  wholly related to the Technology, and (c) reasonably
assist  such  Other  Providers  so  that  they  may discharge their warranty and
support  obligations.  If  the  software  or  equipment  provided  by  the Other
Provider  is  the sole, direct, and proximate cause of a malfunction or problem,
then  RazorStream's  sole  obligation  will be to comply with this Section.  For
purposes of clarity, RazorStream shall continue providing Support Services under
this  Agreement notwithstanding whether an Other Provider caused such Problem in
the  Technology,  provided  that  such  Problem  is  reasonably  curable.

8.     ADDITIONAL  REMEDIES.

Notwithstanding  the  foregoing or anything to the contrary in the Agreement, if
RazorStream  is  unable  to  correct  a  Problem  within five (5) days after the
required timeframe therefor, regardless of the level of its effort, then Company
shall  have  the right (without notice of default or further opportunity to cure
and  in addition to any other available remedy), at its option, to (a) terminate
this  Agreement  and/or  (b)  withhold  any  payments  due  RazorStream.

9.     RELEASES.

During  the  Term,  RazorStream  promptly shall notify Company of all Technology
Releases  developed  by  or  available from or through RazorStream.  Such notice
shall  reasonably  detail  any Problems that the Technology Release corrects, as
well  as  all new features or functionality contained in the Technology Release.
All  Technology  Releases  shall  be  made available to Company at no additional
charge  during the Term; provided that Company has paid all undisputed Fees due.
RazorStream  shall  support  each Technology Release for a minimum period of six
months  and shall in any event support the most recent and, for a minimum period
of one year, the immediately preceding Technology Release.  Company shall have a
minimum  period  of  60  days  from  receipt of notice a Technology Release with
reasonably  detailed  installation instructions to authorize installation of any
Technology  Release.  Subject  to  the  terms  and


<PAGE>
conditions  herein,  if  Company  elects  not  to  authorize  installation  of a
Technology  Release  within such period, RazorStream shall have no obligation to
correct  any  Problem that the installation of the Technology Release would have
corrected,  and  each  such  Problem  shall  be deemed excluded from the Support
Services.

Subject  to  the  conditions  listed  in this paragraph, Company shall authorize
installation  of  all  Technology  Releases  that fix a Severity 1 or Severity 2
Problem.  Nothing  in  this  Section  shall  be  construed to require Company to
accept  or  install  any  particular  Technology  Release that fails to meet the
requirements  of the following sentence, in which case RazorStream shall support
the  current  version of the Technology used by Company.  RazorStream represents
and warrants that all Technology Releases shall (a) be fully compatible with the
prior  Technology  Release, such that any and all software that is interoperable
with the prior Technology Release shall be interoperable to the same extent with
the  then-current  Technology  Release  without  Company having to make material
expenditures  unless agreed upon by the Parties, (b) not cause any diminution in
functionality,  appearance  or performance of the Technology or Hosting Services
or  non-compliance  with  material  Specifications  or  the  immediately  prior
Technology  Release,  and  (c)  be  provided  to  Company so that Company is not
required  to  pay extra fees for new functionality or features in the Technology
Release that it does not desire.  RazorStream shall provide Company with any and
all  changes  and  additions  to,  or reissues of, applicable Specifications and
Documentation  as necessary to keep the Specifications and Documentation current
with the latest release of the Technology in use by Company.  Upon acceptance of
such  revised  Specifications  by  Company,  they  automatically shall be deemed
attached  to  Exhibit  A.
              ----------


<PAGE>
                                    EXHIBIT D
                                    ---------
                                       TO
                     LICENSE, HOSTING AND SERVICES AGREEMENT

                                      FEES

The  following  fees and payments shall be fixed and remain in effect during the
Term  of  the  Agreement:


     1.     IMPLEMENTATION  SERVICES  FEE.  Company  shall  pay to RazorStream a
one-time  initial  implementation  services  fee  equal  to  $100,000  (the
"Initial Implementation  Services  Fee"),  which  is  intended  to  cover  the
 -------------------------------------
Implementation  Services  for the first 20,000 Subscriber Accounts.  The Parties
acknowledge  and  agree  that  the Initial Implementation Services fee is hereby
waived  as  of  the  Effective  Date.  For  Subscriber  Accounts that exceed the
initial  20,000  base  accounts,  Company  shall  pay  RazorStream  a  one-time
implementation  services  fee (the "Additional Implementation Services Fee", and
                                    --------------------------------------
together  with  the  Initial  Implementation  Services  Fee, the "Implementation
                                                                  --------------
Services  Fee")  of  $5  per  Subscriber Account, and Company shall give 45 days
-------------
advance  notice  to  activate  any  such  excess  Subscriber Accounts, provided,
however,  that  Subscriber  Accounts  to  be implemented by Company hereunder in
excess  of  the  initial 20,000 base accounts may only be acquired by Company in
20,000  Subscriber  Account  blocks,  irrespective  of  the  actual  number  of
Subscriber  Accounts  Company  may  anticipate  from  time  to  time.

     2.     NON-RECURRING  ENGINEERING  FEES.  Company shall, from time to time,
pay  RazorStream  for  non-recurring  engineering  fees  (the  "Non-Recurring
                                                                -------------
Engineering  Fees")  to  customize  and  engineer  the  Technology  to  the
-----------------
Specifications,  as  set forth on the applicable SOW, including customization of
Company product offerings, and such other purposes as Company may direct through
a  SOW developed with RazorStream.  Any use of Non-Recurring Engineering Fees in
a  manner  not described and included in the approved product plan shall require
the  prior approval of Company, and shall be billed at $200 per hour.  The first
$200,000  of  Non-Recurring  Engineering Fees shall be deemed fully earned as of
the  date  of  execution  of  this  Agreement.

     3.     ADDITIONAL  FEE.  During  the  Term,  and  in  addition  to  the
Implementation  Services  Fee  and  the  Non-Recurring Engineering Fees, Company
shall  pay  to  RazorStream continuing payment amounts (the "Additional Fee") as
                                                             --------------
follows:  (a) ten percent (10%) of Company's total gross revenue from all active
Subscriber Accounts billed at $25.00 or more per month total gross subscription,
with  a  minimum  amount  of  $3 per each such Subscriber Account per month; (b)
terms  to  be mutually agreed upon by Parties for all Subscriber Accounts billed
at  less  than  $25.00  per  month;  and (c) terms to be mutually agreed upon by
Parties  for all advertising-based "free" Subscriber Accounts, provided, however
that  such  terms  shall  provide  for  a  minimum amount of $0.25 per each such
Subscriber  Account  per month.  In addition, first month payments on Subscriber
Accounts  may  be promotionally priced and the terms of such incentives shall be
mutually  agreed  upon  by  Company  and RazorStream.  Royalty payments shall be
calculated  on  a monthly basis and shall be paid within forty-five (45) days of
the  end  of  each  month.

     4.     MINIMUM  GUARANTEED  PAYMENT.  During the Term, Company shall make a
minimum  non-refundable guaranteed payment (the "Minimum Guaranteed Payment") of
                                                 --------------------------
$50,000  per  month,  commencing  on  the  first  day  of  the month immediately
following  the  Effective  Date.  Minimum  Guaranteed  Payments  shall  be
non-refundable,  but  shall  be  credited  against, and may entirely satisfy, or
exceed,  actual  Additional  Fees  owing.

     5.     MAINTENANCE FEE. In the event this Agreement expires or is otherwise
terminated,  and  for  so  long  as RazorStream continues to provide the Support
Services  set  forth  in  Exhibit  C, Company shall be required to pay a minimum
                          ----------
maintenance  and  support fee based on the greater of (i) industry standards for
maintenance  and support fees existing at the time of expiration or termination,
and  (ii) twenty percent (20%) of the aggregate monthly value of the license fee
(or  "Additional  Fee"  whichever  is  applicable)  charged  by


<PAGE>
RazorStream  to  a  third  party  in  the last license agreement entered into by
RazorStream  prior  to  such  expiration  or  termination.

     6.     FEES  APPLICABLE TO INDIVIDUAL WEBSITES. For the avoidance of doubt,
the  Fees  set  forth  in  this  Exhibit  D  shall  apply  independently to each
                                 ----------
individual website operated by Company or any third party authorized thereby (as
set  forth in the Agreement), and no Fees charged with respect to any individual
website,  and  no  Subscriber  Accounts  applied  with respect to any individual
website, shall be aggregated with any Fees or Subscriber Accounts, respectively,
applied  to  any  other  website.

<PAGE>
                                    EXHIBIT E
                                    ---------
                                       TO
                     LICENSE, HOSTING AND SERVICES AGREEMENT

                              THIRD PARTY SOFTWARE

                     [LIST HERE, INCLUDING APPLICABLE TERMS]


<PAGE>
                                    EXHIBIT F
                                    ---------
                                       TO
                     LICENSE, HOSTING AND SERVICES AGREEMENT

                        COMPANY AND THIRD PARTY WEBSITES

1.   www.vmdirect.com