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                                                                   EXHIBIT 10.28

                        MEMORANDUM OF LICENSE AGREEMENT
                        -------------------------------

MADE AND ENTERED INTO ON THIS 15/TH/ DAY OF DECEMBER, 2000

BY AND BETWEEN:  GATOR MARKETING CONCEPTS INC., a body politic
                 and corporate, duly incorporated according to
                 the laws of Barbados, having its head office
                 located at 205-207 Dowell House, Roebuck
                 Street, Bridgetown, Barbados, represented by
                 GDA International Trustees Inc., duly
                 authorized as they so declares, hereinafter
                 referred to as the

                                  "LICENSOR"

AND:             TELEHUBLINK CORPORATION, a body politic and
                 corporate, duly incorporated according to
                 the laws of Delaware, having a permanent
                 establishment located at 1000, St-Antoine
                 Street, Suite 600, in the city and judicial
                 district of Montreal, province of Quebec,
                 Canada, represented by Bruce Young, duly
                 authorized as he so declares, hereinafter
                 referred to as the

                                  "LICENSEE"

PREAMBLE
--------

WHEREAS the Licensor has developed a proprietary system to assemble content
and/or manufacture, distribute, market and sell Business-to-Business ("B2B")
benefit packages (the "System");

WHEREAS the Licensor is the owner of the unregistered Trade Marks "Business
Benefits Association";

WHEREAS the Licensor wishes to grant the right to use its System and Trade Marks
to the Licensee based on the terms and conditions more fully described
hereinbelow.

NOW, THEREFORE, THE PARTIES HERETO WITNESSETH THEIR COVENANT AS FOLLOWS:

1.   PREAMBLE
     --------

     The Preamble to the present Agreement shall form part of the Agreement
     itself as if it were enumerated at length herein.

2.   DEFINITIONS
     -----------

     The following terms shall have meanings as set forth below:

     (a)  "LICENSED PRODUCTS" shall be defined as those products that are sold
          with the System and/or associated by the Licensee with the Trade
          Marks,
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                                       2

     (c)  "TERRITORY" shall mean the geographical area as set forth in Schedule
          "B" as may be amended from time to time with the written consent of
          the parties; and

     (d)  "TRADE MARKS" shall mean the Trade Marks as set forth in Schedule "C"
          as may be amended from time to time with the written consent of the
          parties and any other trade marks the parties may apply during the
          term hereof;

3.   RIGHTS GRANTED
     --------------

     Licensor hereby grants to Licensee, upon the terms and conditions set forth
     herein, an exclusive, personal, non-transferable, non-assignable License,
     without the right to grant sublicenses, to use the System and the Trade
     Marks associated to it solely in conjunction with the sale of the Licensed
     Products in the Territory and provided that the license may be transferred
     or used by any Licensee's affiliated companies. In the event that the
     license is to be transferred or used by any such affiliated companies,
     Licensee shall first advise Licensor in writing of the intended user and a
     description of the Licensed Products so affected.

4.   OWNERSHIP OF ARTWORK AND DESIGN
     -------------------------------

     Licensee acknowledges and agrees that Licensor is owner of all artwork and
     designs involving the Trade Marks supplies by the Licensor pursuant to this
     Agreement. Licensee further agrees that, during the term of this Agreement,
     and after its termination, it shall not use said artwork and/or designs in
     connection with the distribution and sale of the Licensed Products or any
     other product except as provided in this Agreement. Nothing herein
     contained shall impair the Licensee's use and ownership of its own trade
     marks, art work, and designs during and after the termination of this
     Agreement, and whether or not the same had been used or associated with the
     Licensed Products or the Trade Mark during the course of this Agreement.

5.   GOODWILL AND PROMOTIONAL VALUE
     ------------------------------

     (a)  Licensee recognizes the value of the good will associated with the
          System and the Trade Marks and acknowledges that the System and Trade
          Marks, and all rights therein and the good will pertaining thereto,
          belong exclusively to Licensor;

     (b)  Licensee agrees that its use of the Trade Marks shall inure to the
          benefit of the Licensor and that the Licensee shall not, at any time,
          acquire any rights in the Trade Marks by virtue of any use it may make
          of the Trade Marks;

6.   QUALITY STANDARDS
     -----------------

     The Licensee agrees to act honestly and in good faith with respect to the
     commercial exploitation of the System and the Trade Marks in conjunction
     with the Licensed Products and to use reasonable commercial business
     efforts to develop xxxxxxxxxxxxxxxxxx
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                                       3

7.   CO-OPERATION AND INPUT
     ----------------------

     Without in any way derogating from the discretion of the Licensee set out
     in section 6 hereof, the Licensee agrees to give the Licensor an
     opportunity to have input into the nature, quality, and pricing of Licensed
     Products to be distributed by the Licensee and into the Licensee's
     marketing plans in respect thereof. The Licensee will consider in good
     faith any suggestions that the Licensor may have in respect of the
     foregoing matters, but the Licensee shall be entitled in its sole
     discretion to decide whether it will not implement any such suggestions.

8.   ROYALTIES
     ---------

     In consideration of the License granted herein, the Licensee shall pay to
     the Licensor royalties which royalty payment shall be made in the manner
     provided hereinbelow:

     (a)  Upon signing of the present agreement, ONE HUNDRED THOUSAND (100,000)
          common shares, paid and fully liberated, of the capital stock of the
          Licensor.

9.   DURATION OF THE AGREEMENT
     -------------------------

     This Agreement shall remain in force until December 31/st/, 2002, unless
     sooner terminated by either party under the terms and conditions as stated
     herein.

10.  OWNERSHIP OF THE TRADE MARKS
     ----------------------------

     (a)  It is understood and agreed that Licensor is the sole and exclusive
          owner of all right, title and interest in and to the System and Trade
          Marks and that Licensee shall use such System and Trade Marks as a
          licensee of Licensor;

     (b)  Licensee agrees that nothing in this Agreement shall give to Licensee
          any right, title, or interest in the System and/or Trade Marks, other
          than the license to use the System and Trade Marks; that such System
          and Trade Marks are the sole property of Licensor; that all such uses
          by Licensee of such System and Trade Marks shall enure only to the
          benefit of Licensor; and it being understood that all rights, title or
          interest relating thereto are expressly reserved by Licensor except
          for the rights being licensed hereunder;

     (C)  Licensee agrees and acknowledges that if it has obtained or obtains
          in the future, in any country, any right, title, or interest in any
          marks which are confusingly similar to the Trade Marks, (including the
          filing of any application for Trade Marks or Service Mark registration
          or the obtaining of any issued registration including for the Trade
          Marks), that Licensee has acted or will act as an agent and for the
          benefit of Licensor. Licensee further agrees to execute any and all
          instruments deemed by Licensor its attorneys or xxxxxxxxxxxxxxxxxxxx
          xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx







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                                       4

     of the Trade Marks rights or any other rights under the Agreement in the
     Territory, the Licensor shall, at it sole discretion, take whatever action
     it will deem necessary to protect the System and/or Trade Marks and
     concerning any action to be taken:

     (a)  Licensor shall proceed against the infringer alone, and shall bear all
          expenses alone, and Licensor shall be exclusively entitled to any
          damages recovered;

     (b)  The same provisions that apply in Sub-paragraph (a) above, shall apply
          mutatis mutaodis if it is agreed that Licensee shall proceed against
          ------- --------
          the infringer alone;

     (c)  The parties shall assist each other in any infringement action, free
          of charge;

     (d)  The Licensee shall not take any action on account of any infringement
          without first obtaining the written consent of the Licensor.

     In addition, and in consideration of the covenants contained herein, the
     Licensor represents and warrants that the Licensor has the full power and
     authority to grant the license hereunder to the Licensee, and the Licensor
     hereby agrees to indemnify and save harmless the Licensee from any and all
     claims, liabilities, actions, costs or expenses that the Licensee may
     hereafter suffer or incur as the result of a claim from any other person to
     the effect that the Licensee's use of the System and Trade Marks in
     association with the Licensed Products in accordance with this Agreement
     infringes the rights of any other person.

12.  ASSIGNABILITY
     -------------

     The license granted hereunder is and shall remain personal to Licensee and
     shall not to be granted, assigned or otherwise conveyed by any act of
     Licensee or by operation of law, save and except to affiliated companies as
     contemplated in Section 3. Any attempt on the part of Licensee to arrange
     to sublicense or assign to any third parties its rights under this
     Agreement without the prior written approval of the Licensor shall
     constitute a material breach of this Agreement, however, such approval
     shall not be withheld without reasonable cause.

13.  NO AGENCY, JOINT VENTURE, PARTNERSHIP
     -------------------------------------

     The Parties agree that no agency, joint venture, or partnership is created
     by this Agreement, and that neither Party shall incur any obligation in the
     name of the other without the other's prior written consent.

14.  INDEMNIFICATION
     ---------------

     Except for claims of Trade Marks infringement or similar claims, Licensee
     will indemnify, defend and hold Licensor harmless from any and all
     liabilities, claims, obligations, suits, judgments and expenses whatsoever,
     including court costs and attorney's fees, which Licensor may incur or
     which may be asserted against Licensor and which arise or occur with
     respect to the operation of Licensee's xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
     xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

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                                       5

The following termination rights are in addition to the termination rights
provided elsewhere in this Agreement:

(a)  Immediate Right of Termination
     ------------------------------

Licensor shall have the right to immediately terminate this Agreement if
Licensee does any one of the following and Licensee fails to cure the same
within ten (10) days following written notice thereof from Licensor or if same
is not reasonably curable within the said delay, if the Licensee fails to
initiate the cure of same within ten (10) days of written notice thereof from
the Licensor and thereafter fails to diligently and continuously pursue the
remedy:

     (i)   If the Licensee is in material breach of any of its covenants under
           this Agreement; or

     (ii)  Licensee becomes subject to any voluntary or involuntary order of any
           governmental agency involving the recall of any of the Licensed
           Products because of safety, health or other hazards, or risks to the
           public; or

     (iii) In the event that Licensee shall file a voluntary petition in
           bankruptcy or be adjudicated a bankrupt or insolvent, or in the event
           of the appointment of a receiver by a Court of competent jurisdiction
           or the making of an assignment for the benefit of creditors, or shall
           seek protection from its creditors pursuant to the provisions of the
           Companies' Creditors Arrangement Act, or if a writ of execution is
           issued against Licensee or if Licensee's assets are seized by any
           person, Licensor may, at its option, terminate this Agreement upon no
           less than five (5) days' notice; provided, however, that such
           termination shall not impair or prejudice any right or remedy that
           the Licensor might otherwise have under this Agreement.

(b)  Right to Terminate on Notice
     ----------------------------

     (i)   It is understood that the grant of the License herein by Licensor is
           premised upon the present character and composition of Licensee's
           management and Licensee's and general good standing and reputation in
           the business community, and is therefore personal to Licensee. In the
           event of the sale or transfer of a substantial portion of the assets
           of Licensee's business or of a breach of the terms set out in section
           11 above or of a merger or consolidation of Licensee's business with
           any other entity, or in the event of substantial change in the
           control of Licensee, unless Licensor will have given its prior
           consent, which shall not be unreasonable withheld, to such changes in
           writing, Licensor may, at its option, terminate this Agreement on
           twenty-one (21) days written notice to Licensee;

Upon such termination, neither party hereto shall have any further rights or
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

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                                       6

     expiration or termination of this Agreement as the case may be, furnish
     Licensor with a full and detailed written statement of the Licenced
     Products in its inventory on the date of expiration or termination (the
     "Inventory") and of contractual commitments then in effect for the
     manufacture and sale of the Licensed Products (the "Commitments"). Licensor
     shall have the option of conducting a physical inventory at the time of
     expiration or termination and/or at a later date in order to ascertain or
     verify such statement. In the event that the Licensee refuses to permit
     Licensor to conduct such physical inventory, Licensee shall forfeit its
     rights hereunder to dispose of such inventory. In addition to such
     forfeiture, Licensor shall have recourse to all other remedies available to
     it;

(b)  After the expiration or termination of this Agreement, all rights granted
     to Licensee shall forthwith revert to Licensor who shall be free to license
     others to use the System and Trade Marks in connection with the
     manufacture, offering for sale, sell, advertising, promotion, shipment
     and/or distribution of the Licensed Products and Licensee shall refrain
     from further use of the System and Trade Marks or any further reference to
     them, either directly or indirectly, in connection with the manufacture,
     offering for sale, sale, advertising, promotion, shipment and/or
     distribution of Licensee's products. To this end, Licensee will be deemed
     to have automatically assigned to Licensor upon such expiration or
     termination, the System and Trade Marks, equities, good will, titles, and
     other rights in or to the Licensed Products and all adaptations,
     compilations, modifications, translations and versions thereof, and all
     other Trade Marks used in connection therewith which have been or may be
     obtained by Licensee or which may vest in Licensee and which have not
     already been assigned to Licensor. Licensee shall upon the expiration or
     termination of this Agreement and at the expense of the Licensor execute
     any instruments reasonably requested by Licensor or its legal counsel to
     accomplish or confirm the foregoing. Any such assignment shall be without
     further consideration than the mutual covenants and considerations of this
     Agreement. Licensee shall further turn over to Licensor all materials that
     reproduce the System and Trade Marks or shall give Licensor satisfactory
     evidence of their destruction. Licensee shall be responsible to Licensor
     for any damages caused by the unauthorized use by Licensee or by others of
     such materials that are not turned over to Licensor;

(c)  Licensor shall have the fulfill commitments in effect at the date of
     termination and Licensor shall have the first right to purchase any
     Licensed Products in Licensee's possession that are unsold on the date of
     such expiration or termination. Should Licensor decide not to purchase said
     Licensed Products at this stage, Licensee may sell the same, in a manner
     consistent with past practices for a period of twelve (12) months after the
     expiration or termination hereof, subject to the payment of the relevant
     royalties under the present Agreement.

(d)  Upon the termination and/or expiration of the License Agreement, Licensee
     shall cause any business registration associated with the Licensed Products
     XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
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                                       7

17.  MODIFICATION; WAIVER
     --------------------

     (a)  No modification of any of the terms or provisions of this Agreement
          shall be valid unless contained in a writing signed by the parties;

     (b)  No waiver by either party of a breach or a default hereunder shall be
          deemed a waiver by such party of a subsequent breach or default of a
          like or similar nature;

     (c)  Resort by Licensor to any remedies referred to in this Agreement or
          arising by reason of a breach of this Agreement by Licensee shall not
          be construed as a waiver by Licensor of its right to resort to any and
          all other legal and equitable remedies available to Licensor.

18.  FORCE MAJEURE/ACT OF GOD
     ------------------------

     Neither Licensor nor Licensee shall be liable to each other or be deemed in
     breach or default of any obligations contained in this Agreement, for any
     delay or failure to perform due to causes beyond its reasonable control,
     including but not limited to delay due to the elements, acts of government,
     acts of God, fires, floods, epidemics, embargoes, riots, strikes, any of
     the foregoing events being referred to as a "Force Majeure" condition. In
     such event, dates for performance shall be extended for the period of delay
     resulting from the Force Majeure condition. The party affected by a Force
     Majeure condition shall, as soon as practicable, notify the other party of
     the nature and extent of such condition.

19.  NOTICE
     ------

     All notices, approvals, consents, requests, demands or other communications
     to be given to either party in writing may be effected by personal delivery
     or by prepaid registered mail, return receipt requested or by telefax. Such
     communication shall be addressed to Licensee and Licensor at their
     respective addresses as set forth in the preamble above (or to such other
     address as may have been transmitted in writing by the party concerned to
     the other party) and shall be effective upon actual delivery to that
     address.

20.  GOVERNING LAW
     -------------

     This Agreement is to be interpreted and construed in accordance with the
     laws of Barbados.

21.  ENTIRE AGREEMENT
     ----------------

     This Agreement contains the entire understanding of the parties and there
     are no representations, warranties, promises, or undertakings other than
     those contained herein. This Agreement supersedes and cancels all previous
     agreements between the parties hereto.
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                                       8

     termination of this Agreement.

23.  BINDING EFFECT
     --------------

     This Agreement shall be binding on the parties, and they each warrant that
     the undersigned are authorized to execute this Agreement on behalf of their
     respective parties.

24.  SURVIVAL OF THE RIGHTS
     ----------------------

     Notwithstanding anything to the contrary contained herein, such
     obligations, which remain executory after expiration of the term of this
     Agreement, shall remain in full force and effect until discharged by
     performance and such rights as pertain thereto shall remain in force until
     their expiration.

25.  SEVERABILITY
     ------------

     In the event that any term or provision of this Agreement shall for any
     reason be held to be invalid, illegal or unenforceable in any respect, such
     invalidity or unenforceability shall not affect any other term or provision
     and this Agreement shall be interpreted and construed as if such term or
     provision, to the extent the same shall have been held to be invalid,
     illegal or unenforceable, had never been contained herein.

26.  CAPTIONS
     --------

     The captions used in connection with the paragraphs and subparagraphs of
     this Agreement are inserted only for purpose of reference. Such captions
     shall not be deemed to govern, limit, modify or in any other manner affect
     the scope, meaning or intent of the provisions of this Agreement or any
     part thereof nor shall such captions otherwise be given any legal effect.

IN WITNESS WHEREOF, THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL TAKE
EFFECT AS OF THE DATE AND YEAR FIRST WRITTEN ABOVE.

GATOR MARKETING CONCEPTS INC.


Per: _______________________________
     GDA International Trustees Inc.
     Per. Dale Marshall

TELEHUBLINK CORPORATION


Per: /s/ Bruce Young
     -------------------------------
     Bruce Young
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                                       9

                                 SCHEDULE "A"

                               LICENSED PRODUCTS
                               -----------------

B2B PACKAGE

Please see copy of the Clam Shell and content attached to the present Agreement

                    _______________________________________


                                 SCHEDULE "B"

                                   TERRITORY
                                   ---------

North America (United States, Canada and Mexico)

                    _______________________________________

                                 SCHEDULE "C"

                                  TRADE MARKS
                                  -----------

Business Benefits Association