EXHIBIT 10.1





                           SOFTWARE LICENSE AGREEMENT



Licensor:
WebIAm, Inc.
19 Duncan Street
Millburn, NJ 07041


Licensee:
WEBiX Inc.
36 West 44th Street, Suite 1209
New York, NY 10036










Date:  As of June 20, 2001


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                           SOFTWARE LICENSE AGREEMENT

         This  Agreement  for a License to computer  software  ("Agreement")  is
entered  into as of the 20th day of June,  2001  (the  "Effective  Date") by and
between WebIAm,  Inc., 19 Duncan Street,  Millburn,  New Jersey 07041 ("WebIAm")
and WEBiX Inc., 36 West 44th Street, Suite 1209, New York, NY 10036 ("WEBiX").


         WHEREAS,  WEBiX  represents  that it will  engage  in,  among its other
activities,  facilitating  the trading by its  Customers  (as defined  below) in
secondary markets for, MicroCap Securities (as defined below);

         WHEREAS,  WEBiX  represents  that it has the  resources  and  expertise
required,  and shall use its best  efforts  to obtain all  necessary  regulatory
authorizations  and  approvals,   to  provide  certain  services  necessary  for
operating an Automated  Trading  System,  as defined by the U.S.  Securities and
Exchange  Commission under Regulation ATS, to facilitate the trading of MicroCap
Securities between its Customers and their clients;

         WHEREAS,  WebIAm  represents  that it is in the  business of  providing
computer software designed to facilitate the trading of securities; and

         WHEREAS,  WEBiX desires to license certain  software from WebIAm on the
terms and  subject  to the  conditions  set forth  below and  WebIAm  desires to
license such  software to WEBiX on the terms and subject to the  conditions  set
forth below.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals of the
parties,  and in consideration  of the mutual promises set forth herein,  WebIAm
and WEBiX (collectively the "Parties") hereby agree as follows:


                             Article I: Definitions.

         Section  1.1.  Defined  Terms.  Terms  defined  in this  Article I, and
parenthetically elsewhere, shall throughout the Agreement have the meanings here
and there provided.

         Section 1.2.  "Agreement" means this Software License Agreement and its
Schedules,  which  are  incorporated  in and  form  an  integral  part  of  this
Agreement.

         Section 1.3.  "Business  Day" means a day or part day when the New York
Stock  Exchange or the NASDAQ  Stock Market are required or permitted to be open
for  business,  including  extended  trading  hours in the  State  of New  York,
excluding Saturdays and Sundays.

         Section 1.4.  "Calendar Quarter" means the calendar quarters during the
Term,  each  beginning  on  January  1,  April 1, July 1, and  October 1 of each
Contract Year.

         Section 1.5.  "Contract Year" means any one-year  period  commencing on
the first day of the  Calendar  Quarter  during  which the  Customized  Software
Acceptance  Date,  as that term is defined in the Software  Consulting  Services
Agreement,  occurs, or any anniversary  thereof. The Contract Year commencing on
the first day of the  Calendar  Quarter  during  which the  Customized  Software
Acceptance Date occurs shall be referred to herein as the "First Contract Year."

         Section 1.6. "Customers" means only those WEBiX institutional investor,
issuer, registered broker dealer, and retail customers who have duly executed an
end-user  license  agreement or subscriber  agreement  (whether by signing or by
electronic  acceptance means) as set forth in Schedule 3 or 4, respectively,  of
this  Agreement  and to whom  WEBiX  provides  services  through  which they may
conduct trading, as generally understood,  of MicroCap Securities using Licensed
Software and Customized Software through the WEBiX Site, within the scope of the
Software License.

         Section  1.7.   "Customizations"   or  "Customized   Functions"   means
modifications  made to  WIAtrader  as set  forth  in any  Statement  of Work (as
defined in the Software  Consulting  Services  Agreement),  in machine readable,
executable form only, and which are to be owned in all respects by WebIAm or its
authorized agents. Customizations do not include Enhancements.  Unless otherwise
expressly  identified in an applicable  Statement of Work, any  modification  to
WIAtrader  to be  developed  under the Software  Consulting  Services  Agreement
pursuant to a Statement of Work shall be deemed a Customization.

         Section 1.8.  "Documentation"  means any and all written  documentation
provided  to WEBiX  with  respect  to  Enhancements  and  Software  Updates  and
identified in writing by WebIAm as Documentation.

         Section  1.9.  "Enhancements"  means any and all  major  modifications,
improvements,  upgrades,  additions  to, and later  releases  (e.g.  version x.0
releases) of WIAtrader (in  machine-readable,  executable form only) and related
Documentation,  which are made generally  available to WebIAm's other  licensees
for free or in consideration  for additional  license fees.  Enhancements do not
include  Customizations  that may be  developed  by WebIAm  for WEBiX  under the
Software Consulting Services Agreement.

         Section  1.10.  "License Fee" means the fees payable by WEBiX to WebIAm
for the right to use the Licensed  Software  pursuant to this Agreement,  as set
out in Schedule 2.

         Section 1.11.  "Licensed  Software" means WIAtrader,  together with any
Software  Updates  and  any  Enhancements  that  WebIAm  may  provide  to  WEBiX
hereunder, excluding Third Party Software.

         Section 1.12.  "Licensed  Software  Acceptance  Date" means the date on
which the Licensed  Software is accepted  pursuant to Section 2.1 or Section 2.2
hereof, as applicable.


         Section 1.13.  "MicroCap  Securities" means any equity security that is
not otherwise  listed on a US or non-US  national or local security  exchange or
the NASDAQ stock market.

         Section 1.14.  "Net  Transaction  Revenue"  means,  for any  securities
transaction using the licensed software, the gross revenue received by WebiX for
such transaction (trade) less the cash amount of clearing costs actually paid by
WebiX in respect of such  transaction,  if any. If clearing costs are charged to
Customers  as a fee  in  addition  to  that  payable  to  WebiX,  then  the  Net
Transaction Revenue shall be WEBiX's gross revenue for such transaction.

         Section 1.15. "Required Platform" means (a) the central processing unit
or  attached  processor  or  multi-processor  complex,  using  (i)  one or  more
operating  systems as specified by WebIAm and (ii) such Third Party  Software as
specified  by WebIAm to support the  Licensed  Software  and (b) the Third Party
Software to be used by Customers, all as more particularly described in Schedule
1.

         Section  1.16.  "Software  Consulting  Services  Agreement"  means that
certain Software Consulting Services Agreement entered into by the Parties dated
as of June 20, 2001.

         Section 1.17.  "Software  License"  means the license  WebIAm grants to
WEBiX in  connection  with the Licensed  Software and  Documentation  under this
Agreement, pursuant to Article 5 hereof.

         Section 1.18.  "Software  Support and  Maintenance"  means the software
support and  maintenance  services with respect to the Licensed  Software as set
forth in the Software Consulting Services Agreement.

         Section 1.19.  "Software Updates" means error  corrections,  bug fixes,
and other minor alterations made to the Licensed Software by WebIAm from time to
time  during  the  Term  as  part  of  Software  Support  and  Maintenance,   in
machine-readable,  executable  form only,  which are  provided  by WebIAm to its
other  licensees  on a  general  release  basis  and  which  do  not  constitute
Enhancements.

         Section 1.20. "Source Code" means a human-readable form of the Licensed
Software,  which can be  understood,  modified,  and  compiled by an  ordinarily
trained  computer-programmer  with no special  or  particular  knowledge  of the
Licensed Software.

         Section 1.21.  "Term" means the period  beginning on the Effective Date
and ending on the Termination Date.

         Section 1.22.  "Third Party  Software"  means any  software,  including
without  limitation   software   composing  the  Required  Platform,   excluding
WIAtrader,  Software Updates, Enhancements and Customized Software (as such term
is defined in the Software Consulting Services Agreement).

         Section 1.23.  "Termination  Date" means the date on which the Software
License shall expire or terminate, in accordance with Article IX.

         Section  1.24.  "WEBiX  Market"  means the market for trading  MicroCap
Securities.

         Section  1.25.  "WEBiX Site" means WEBiX's Web site located at a domain
name and unique  public IP address by which  WEBiX's  Customers  are  enabled to
engage in trading of MicroCap Securities.

         Section 1.26.  "WIAtrader"  means WebIAm's  WIAtrader  Secondary Market
Trading Software, version 1.0, in machine-readable, executable form only.

                              Article II: Delivery

         Section 2.1.  Delivery of WIAtrader.  Upon execution of this Agreement,
WebIAm shall deliver one copy of WIAtrader to WEBiX.  WIAtrader  shall be deemed
accepted by WEBiX following a reasonable period of testing after such delivery.

         Section  2.2.  Enhancements.  If at any time  during  the  Term  WebIAm
develops  any  Enhancements,  WebIAm  shall,  when  in its  sole  judgment  such
Enhancements  are ready for release and are made available to other licensees on
a standard release basis, offer the same to WEBiX with all necessary instruction
in the use and  application  of such  Enhancements,  pursuant to terms to be set
forth by  WebIAm,  which  terms may or may not  include  payment  of  additional
license  fees  similar  in  amount  to those  fees  charged  by  WebIam to other
licensees.  In the event that WebIAm offers and WEBiX accepts Enhancements under
such terms,  WebIAm shall provide such Enhancements to WEBiX on disk or in other
machine-readable  form,  as  requested  by WEBiX.  WEBiX shall have the right to
refuse the offer of  Enhancements,  provided,  however,  that such  refusal  may
affect WEBiX's ability to receive Software Support and Maintenance,  but only to
the extent that Third Party  Software does not support or operate  properly with
the  Licensed  Software  without the  Enhancement.  WEBiX  recognizes  that such
Enhancements  may require that WEBiX install or have installed  specific current
versions of the Third Party  Software as  identified  in Schedule 1 or otherwise
identified to WEBiX as being required.  An Enhancement  shall be deemed accepted
by WEBiX  following a reasonable  period of testing after  WebIAm's  delivery of
such Enhancement to WEBiX.

         Section 2.3. Required  Platform.  WEBiX shall be solely and exclusively
responsible  for obtaining (and  procuring  licenses from third party vendors as
may be necessary for operation of its system) the Required Platform as set forth
in Schedule 1 of this Agreement,  including any third party licenses that may be
necessary for WebIAm to compile and integrate  Third Party Software for WEBiX or
its  Customers  as  provided in Schedule  1.  WebIAm  shall have  absolutely  no
responsibility  whatsoever  for acquiring or configuring  the Required  Platform
other than as agreed upon in the Software Consulting Services Agreement.

         Section  2.4.  Encryption.  WEBiX  's  use of  the  Licensed  Software,
Required  Platform  and/or  Third Party  Software  may involve  WEBiX 's export,
import, or re-export of cryptographic  software that is subject to control under
the laws of the United  States  and/or other  countries.  It shall be solely and
exclusively WEBiX 's responsibility to, and WEBiX hereby represents and warrants
that it shall, conform with and obtain any necessary permissions,  licenses, and
clearances  required by, any and all laws of any country  pertaining the export,
re-export,  or  import of the  Licensed  Software  and any and all  Third  Party
Software composed in the Required Platform or otherwise.  WEBiX acknowledges and
agrees  that WEBiX  will not  distribute  or  re-export  any such  cryptographic
software to any third party without (i) the prior  written  consent of WebIAm in
each  instance,  (ii) WEBiX 's  compliance  with all  export  laws of the United
States, including acquiring any licenses required thereunder,  and (iii) WEBiX's
compliance with the laws of the country of destination or use, including without
limitation import laws.

         Section  2.5.  WebIAm  Access.  Throughout  the  term  of the  Software
Consulting Services  Agreement,  WEBiX shall provide WebIAm with a mock Customer
account  allowing  WebIAm to  monitor  and test the  Licensed  Software  and any
Customizations to the Licensed Software on the WEBiX Site.

                               Article III: Title

         Section 3.1.  Proprietary Rights.  Subject only to the Software License
granted  in  Article 5 of this  Agreement,  and to the  license  to Source  Code
granted in the Source Code escrow agreement as described in Section 16.7 of this
Agreement,  all right, title and interest in and to the Licensed  Software,  the
source code  underlying  the Licensed  Software,  Documentation,  any product of
Software  Support and  Maintenance  and WebIAm's  Confidential  Information  (as
defined  in Section  6.2  hereto),  including,  without  limitation,  all copies
thereof and all rights to patents,  copyrights,  trademarks,  trade  secrets and
other  intellectual  property rights inherent  therein and appurtenant  thereto,
shall be and shall remain exclusively with WebIAm or its licensors or suppliers.
WEBiX  shall  not,  by  virtue  of this  Agreement  or  otherwise,  acquire  any
proprietary rights whatsoever, except the license rights expressly granted to it
herein,  in the  Licensed  Software,  the source code  underlying  the  Licensed
Software,  Documentation,  any product of Software  Support and  Maintenance  or
WebIAm's  Confidential  Information,  which  shall  be the  sole  and  exclusive
property of WebIAm. No identifying marks, copyright or proprietary right notices
may be  deleted  from any  copy of the  License  Software,  its  source  code or
WebIAm's Confidential Information.


                               Article IV: Payment

         Section  4.1.  Fee.  WEBiX  shall  pay to  WebIAm  the  License  Fee in
accordance  with the  provisions  of Schedule 2. In the event that WEBiX has not
obtained the  regulatory  authorizations  and approvals  necessary to facilitate
trading in the WEBiX Market  through the WEBiX Site using the Licensed  Software
(the "Required  Authorizations") within ten (10) months from the Effective Date,
WEBiX  shall make a  non-refundable  payment to WebIAm of  $100,000;  and in the
event that WEBiX has not  obtained the Required  Authorizations  within  sixteen
(16) months from the Effective  Date,  WEBiX shall make a second  non-refundable
payment to WebIAm of $100,000.  Neither payment, nor any portion thereof,  shall
be refundable in any event, including without limitation in the event that WEBiX
subsequently  obtains the Required  Authorizations.  In the event that WEBiX has
not obtained the Required Authorizations within twenty-four (24) months from the
Effective Date,  notwithstanding anything to the contrary in this Agreement, the
Software License shall  automatically and immediately  revert to a non-exclusive
license for the balance of the Term or be mutually  canceled  upon the repayment
to WEBiX of the License Fee

         Section 4.2.  Taxes.  WEBiX shall be solely  responsible  for all taxes
which may be  assessed,  levied,  or imposed  with  respect  to use of  Licensed
Software by WEBiX pursuant to this Agreement,  excluding any taxes levied by any
government or other agency with regard to WebIAm's income.

         Section 4.3. Interest. WEBiX shall pay interest on any amount due under
this Agreement  which remains unpaid after the day on which it becomes  payable,
from such date to the date of payment at a rate per annum  equal to the lower of
(a) the highest rate  permitted  by  applicable  law or (b) 1.5%,  accruing on a
monthly basis. Payments outstanding for sixty (60) calendar days shall be deemed
to be an  automatic  material  breach  of this  Agreement  justifying  immediate
termination  of this  Agreement and the Software  License by WebIAm.  WEBiX also
agrees to pay all reasonable  fees and expenses  incurred by WebIAm in enforcing
the  provisions  of this  Agreement.  No failure  by WebIAm to request  any such
payment or to demand any such performance  shall be deemed a waiver by WebIAm of
WEBiX's  obligations  hereunder or a waiver of WebIAm's  right to terminate this
Agreement.

         Section 4.4. Currency and Exchange Rate. Payments shall be paid in U.S.
currency.  Any rate of exchange which may be applicable to payments due or other
monetary calculations for purposes of this Agreement shall be the rate set forth
in the Wall  Street  Journal on the day that the payment is due or the date upon
which the calculation is scheduled to be made.

                      Article V: Grant and Scope of License

         Section  5.1.  License.  Subject  to the terms and  conditions  of this
Agreement,  including,  without  limitation,  Section  5.2 hereof and to WEBiX's
payment  of  the  License  Fee,   WebIAm  hereby  grants  to  WEBiX  a  limited,
non-transferable  (other  than as  expressly  provided  herein),  perpetual  and
exclusive as against the rest of the world  license,  solely during the Term, to
use the Licensed Software and Documentation at the WEBiX Site in connection with
the operation of an internet based electronic  exchange for secondary trading of
MicroCap   Securities   (the   "Exclusive   Permitted   Use")   and  a   limited
non-transferable,  non-exclusive  license,  solely  during the Term,  to use the
Licensed  Software  and  Documentation  solely  for the  purpose  of making  the
Licensed Software available to Customers that trade MicroCap  Securities through
such site (the "Non-Exclusive Permitted Use").

         Section 5.2.  Restrictions on License.  As an express  condition of the
grant of Software  License in Section 5.1 hereto,  WEBiX shall  strictly  comply
with all use  restrictions  and limitations on the Software License set forth or
described  in this  Section 5.2.  WEBiX may not do the  following,  or cause the
following to be done: (1) copy, publish or display Licensed Software, other than
(a) as expressly  permitted by Section 5.1 above and (b) as permitted in Section
5.3 hereto, (2) sublicense,  assign, subcontract,  transfer,  distribute,  rent,
lease or loan  Licensed  Software  (except as  permitted by Section 14.1 of this
Agreement),  (3)  translate,  modify or  create  derivative  works  based on the
Licensed  Software  or  any  part  thereof,  other  than  pursuant  to  WebIAm's
Consulting  Services  (as such term is  defined  under the  Software  Consulting
Services Agreement), or (4) reverse engineer,  decompile,  translate,  adapt, or
disassemble the Licensed Software, or attempt to create the source code from the
object  code form of the  Licensed  Software.  Any use by WEBiX of the  Licensed
Software  in  violation  of any term or  condition  in this  Section  5.2  shall
constitute a material  breach of this  Agreement.  Subject to Section 3.1 of the
Software  Consulting  Services  Agreement,  nothing  in this  Section  5.2 shall
prevent   WEBiX  from   independently   developing   its  own  software   having
functionality in common with the Licensed Software, provided that WEBiX only use
such  developed  software  subsequent to the  Termination  Date, as long as such
software  developed  by WEBiX does not  infringe  WebIAm's  copyrights  or other
intellectual property rights in the Licensed Software or otherwise.

         Section 5.3. Allowed Copies.  Notwithstanding Section 5.2 hereto, WEBiX
may copy and use  Licensed  Software:  (1) as is  reasonably  necessary  for its
maintenance, back-up, archival purposes, testing, training, disaster recovery or
contingency  procedures,  and (2) for  other  purposes  upon  WebIAm's  advanced
written authorization which shall not be unreasonably withheld. WebIAm shall not
be  responsible  for  supporting  or  maintaining  allowed  copies  of  Licensed
Software. WEBiX shall keep and maintain at all times during the Term an accurate
and  complete  list of any  copies of the  Licensed  Software  that it  creates,
including a description of the purpose of its creation and use and its location,
and shall provide such list to WebIAm on each anniversary during the Term of the
first day of the  First  Contract  Year,  and  shall  make  such list  otherwise
available to WebIAm upon WebIAm's reasonable written request.

         Section 5.4. Exclusivity.  WEBiX 's Software License shall be exclusive
to WEBiX as against  the rest of the world,  solely  with  respect to  Exclusive
Permitted Use.

         Section 5.5.  Reservation of Rights. Any and all rights to the Licensed
Software not herein specifically granted to WEBiX in this Agreement are reserved
by WebIAm. Without limitation of the foregoing,  WebIAm and its licensors shall,
in all  instances,  retain the sole and exclusive  right to exploit the Licensed
Software outside of the Exclusive Permitted Use.

         Section 5.6.  Press  Releases.  WEBiX hereby grants WebIAm a license to
use its name in press  releases  regarding  this  Agreement  and/or the Software
Consulting  Services  Agreement.  At least five (5) Business  Days in advance of
such press release, WebIAm shall provide the intended press release to WEBiX for
its review with respect to the factual accuracy of such press release, and WEBiX
may not unreasonably  withhold its approval of such release.  It is acknowledged
that various state and federal authorities and/or self-regulatory  organizations
may  require  review and  approval  of certain  press  releases  prior to public
release.  If WEBiX intends to distribute any press release or other  promotional
material to any third party,  the subject matter of which is to include Licensed
Software  and/or  knowledge of this  Agreement,  and the material makes specific
mention of WebIAm,  its licensors or  affiliates,  or uses such  entity's  name,
marks,  or logos,  then the press release or promotional  material must first be
approved in writing by WebIAm.

         Section  5.7.  Proprietary  Notices.   WEBiX  shall  maintain  WebIAm's
identifying marks, patent, trademark, service mark, copyright and/or proprietary
notices on  Licensed  Software,  the  Documentation  and  WebIAm's  Confidential
Information,  and shall  reproduce the notices on any copies and other documents
generated from such Licensed  Software,  Documentation or WebIAm's  Confidential
Information.  WEBiX  shall take any and all steps as may be  required to protect
WebIAm's trade secrets, patents, trademarks,  service marks, and copyrights, and
other ownership  rights in Licensed  Software,  the  Documentation  and WebIAm's
Confidential Information.

         Section 5.8.  Enforcement.  WebIAm shall retain the sole and  exclusive
right to  commence  any and all  actions  in  connection  with  any  third-party
infringements  or  violations  of any  WebIAm  rights  in  and  to the  Licensed
Software,  and WEBiX shall  reasonably  cooperate with WebIAm in connection with
the prosecution of any such actions.  In the event that WEBiX obtains  knowledge
of a third party's  infringement of WebIAm's  proprietary rights in the Licensed
Software  within the WEBiX  Market (a "Third Party  Infringement"),  WEBiX shall
promptly notify WebIAm in writing of any and all details within its knowledge of
such Third Party  Infringement.  Within  sixty (60) days of the date that WebIAm
receives  written  notice  from  WEBiX  of a  known  or  suspected  Third  Party
Infringement, WebIAm shall inform WEBiX in writing as to whether WebIAm plans to
initiate appropriate action against such Third Party Infringement.  In the event
that  WebIAm  informs  WEBiX in writing  pursuant to the  immediately  preceding
sentence  that WebIAm does not intend to take  appropriate  action in connection
with such Third-Party Infringement,  then WEBiX shall have the right to initiate
appropriate  action  against such Third Party  Infringement  upon prior  written
notice to WebIAm. o

                           Article VI: Confidentiality

         Section  6.1.  Confidential   Information  of  WEBiX.  WebIAm  and  its
employees  shall not,  in  accordance  with  Section 6.3 herein  (without  first
obtaining the prior written consent in each instance of WEBiX), for the duration
of this Agreement or thereafter,  disclose, transfer, publish, or otherwise make
available  to  others   (other  than   WebIAm's   affiliates,   subject  to  the
confidentiality obligations of this Article 6), make commercial or other use of,
or give or sell to any person, firm, or corporation any confidential information
received  directly  from  WEBiX or  acquired  from  WEBiX in the  course of this
Agreement,  including, by way of example only, details of transactions performed
by the Licensed  Software for WEBiX,  inventions,  methods,  designs,  formulas,
systems,  improvements,  prices, discounts,  business affairs, products, product
specifications,  manufacturing processes,  data, know-how, and the terms of this
Agreement (other than as reasonably  necessary to perform  WebIAm's  obligations
under this  Agreement or to exercise its rights under  Section 5.6 herein),  and
technical   information  of  any  type  whatsoever   (collectively,   "WEBiX  's
Confidential  Information")  unless (i)  required  to do so pursuant to law (and
then  only  after  taking   commercially   reasonable   steps  to  maintain  the
confidentiality of WEBiX's Confidential Information);  (ii) it was rightfully in
the  possession  of WebIAm  from a source  other than WEBiX prior to the time of
disclosure of said information to WebIAm hereunder ("Time of Receipt"); (iii) it
was in the public  domain  prior to the Time of Receipt;  (iv) it became part of
the  public  domain  after  the  Time of  Receipt  by any  means  other  than an
unauthorized act or omission on the part of WebIAm; (v) it is supplied to WebIAm
after the Time of Receipt  without  restriction by a third party who is under no
obligation to WEBiX to maintain such  information in confidence;  or (vi) it was
independently  developed by WebIAm.  Notwithstanding  the foregoing,  WebIAm may
disclose this Agreement,  its terms and other pertinent information to investors
and potential  investors,  its accountants,  lawyers,  agents, on a need to know
basis pursuant to reasonable confidentiality restrictions.

         Section  6.2.  Confidential   Information  of  WebIAm.  WEBiX  and  its
employees, subcontractors, consultants, representatives and agents shall not, in
accordance  with Section 6.3 herein,  (without first obtaining the prior written
consent in each  instance of WebIAm)  during the  duration of this  Agreement or
thereafter,  disclose,  make  commercial  or other  use of,  give or sell to any
person,  firm, or corporation (other than as reasonably necessary to perform its
obligations  under  this  Agreement)  or use to the  detriment  of WebIAm or its
licensors, sister companies or affiliates, any confidential information received
directly or indirectly from WebIAm or acquired from WebIAm in the course of this
Agreement,  including, by way of example only, the Licensed Software, its source
code, the  Documentation,  and any portion  thereof or  modifications,  changes,
enhancements,  conversions,  upgrades or additions thereto,  ideas,  inventions,
methods, designs, formulas, systems,  improvements,  prices, discounts, business
affairs,  products,  product specifications,  manufacturing processes,  data and
know-how,  the existence of this  Agreement,  technical  information of any type
whatsoever, and any material or documents labeled as confidential (collectively,
"WebIAm's Confidential  Information";  WEBiX Confidential Information and WebIAm
Confidential  Information  referred to together as  "Confidential  Information")
unless (i)  required  to do so  pursuant to law (and then only on the entry of a
protective order acceptable to WebIAm); (ii) it was rightfully in the possession
of WEBiX from a source other than WebIAm prior to the time of disclosure of said
information to WEBiX hereunder  ("Time of Receipt");  (iii) it was in the public
domain  prior to the Time of Receipt;  (iv) it became part of the public  domain
after  the Time of  Receipt  by any  means  other  than an  unauthorized  act or
omission  on the part of WEBiX;  (v) it is  supplied  to WEBiX after the Time of
Receipt  without  restriction  by a third  party who is under no  obligation  to
WebIAm to maintain such information in confidence;  or (vi) it was independently
developed by WEBiX prior to the Time of Receipt.  Notwithstanding the foregoing,
WEBiX may disclose this Agreement,  its terms and other pertinent information to
investors and potential investors,  its accountants,  lawyers, agents, on a need
to know basis pursuant to reasonable confidentiality restrictions.

         Section  6.3.  Maintenance  of  Confidentiality.   Both  Parties  shall
maintain the confidentiality of the other party's Confidential  Information in a
manner  using  at  least  as  great a  degree  of care as that  which it uses to
maintain the confidentiality of its own Confidential  Information.  Both Parties
shall only permit access to the other party's  Confidential  Information  by its
employees, consultants, and subcontractors who have a need to know in connection
with  the  rights  or  obligations  under  this  Agreement,  shall  advise  such
employees,   consultants  and   subcontractors  of  their  obligations  to  keep
Confidential  Information  confidential,  and shall use commercially  reasonable
efforts  to  prevent  such  employees,   consultants  and  subcontractors   from
disclosing  such  Confidential  Information in violation of this Article 6. Both
Parties shall use their  reasonable  efforts to assist each other in identifying
and  preventing  any   unauthorized   use  or  disclosure  of  any  Confidential
Information.  Without  limitation  of  the  foregoing,  the  Parties  shall  use
reasonable  efforts to advise  each other  immediately  in the event that either
learns  or has  reason  to  believe  that  any  person  who  has had  access  to
Confidential  Information  has  violated or intends to violate the terms of this
Agreement,  and will reasonably  cooperate in seeking  injunctive relief against
any such person.

                        Article VII: WebIAm's Warranties

         Section 7.1. Warranty of Title.  WebIAm warrants that it has, and shall
have  throughout the duration of this Agreement,  the right to license  Licensed
Software  and  the  Documentation,  and it has and  shall  have  throughout  the
duration of this Agreement all the rights  necessary to perform its  obligations
under this Agreement.

         Section 7.2. No Actions,  Suits or  Proceedings.  WebIAm warrants there
are no actions, suits, or proceedings,  pending or threatened, which will have a
material  adverse effect on WebIAm's  ability to fulfill its  obligations  under
this Agreement.  WebIAm further warrants it will,  within a reasonable amount of
time,  notify  WEBiX if WebIAm  becomes  aware of any  pending  action,  suit or
proceeding  which will have a material  adverse  effect of  WebIAm's  ability to
fulfill the obligations under this Agreement.

         Section 7.3. Warranty of WebIAm Capability.  WebIAm warrants that it is
financially  capable of fulfilling all material  requirements of this Agreement,
that there are no legal proceedings  against it that could threaten  performance
of this Agreement,  and that WebIAm is a validly  organized  entity that has the
authority to enter into this  Agreement.  WebIAm is not  prohibited by any loan,
contract,  financing  arrangement,  trade covenant or similar  restriction  from
entering into this Agreement.

         Section  7.4.  Warranty  of  Non-infringement.  WebIAm  represents  and
warrants that the Licensed Software, when used by WEBiX as authorized under this
Agreement, will not infringe any United States patent which has issued as of the
Effective Date, or any United States copyright, trademark or trade secret of any
third party.

         Section 7.5. Source Code Warranty.  WebIAm represents and warrants that
it owns or has the right to license and deposit into escrow the Source Code,  as
provided in Section 16.7 herein. WebIAm further represents and warrants that (1)
the Source Code shall be the source  code for the  Licensed  Software  including
Enhancements as delivered to WEBiX, if WEBiX has accepted, and paid any relevant
license fees for, such Enhancements, and that WebIAm will update the Source Code
within a reasonable  amount of time after WebIAm has provided WEBiX with updates
to the Licensed Software pursuant to this Agreement; (2) that the Source Code is
and shall be  reasonably  understandable  and  usable by an  ordinarily  trained
computer-programmer  skilled in the art with no special or particular  knowledge
of the  Licensed  Software;  and (3) that the Source Code  includes all elements
reasonably  required for its understanding and use as provided in the definition
of Source Code in this Agreement.

         Section 7.6. Unauthorized Code. WebIAm represents and warrants that, at
the  time  WebIAm  delivers  Licensed  Software  to  WEBiX,  there  will  be  no
Unauthorized  Code,  as defined  below,  in the Licensed  Software  delivered by
WebIAm at that time,  or any  portion  thereof.  "Unauthorized  Code"  means any
virus,  Trojan  horse,  worm or  other  software  routines  designed  to  permit
unauthorized access by WebIAm or third parties;  to disable,  erase or otherwise
harm Licensed  Software,  hardware or data; or to perform  similar or other such
actions.

         Section 7.7. Warranty of Functionality.  WebIAm represents and warrants
that,  for a period of one hundred and twenty (120) days  following the Licensed
Software   Acceptance   Date,   including  any  subsequent   acceptance  of  any
Enhancements  and  Software  Updates  (the  "Warranty  Period"),   the  Licensed
Software,  as installed by WebIAm on the Required  Platform,  shall  conform and
operate in all  material  respects  to the  Documentation  when  operated on the
Required  Platform.  The  foregoing  warranty in this  Section 7.7 shall have no
effect  during any period of time that any of the following  conditions  exists:
(i) the  Licensed  Software  allegedly  containing  a  non-conformity  with  its
Documentation  has  not  been  kept  up to  date by  WEBiX  's  procurement  and
installation  of  Software  Updates  or has been  modified  other than by WebIAm
pursuant  to the  Software  Consulting  Services  Agreement;  (ii) the  Licensed
Software is operated on equipment or software other than the Required  Platform;
(iii) the  alleged  non-conformity  arises  from or is  produced  by a defect or
shortcoming in the Required Platform;  (iv) the alleged non-conformity is due to
a defect or  shortcoming  in any  software not  developed by WebIAm;  or (v) the
Licensed  Software  is used  in a  manner  not  authorized  by  this  Agreement.
Notwithstanding  the warranty  set forth in this  Section  7.7,  WebIAm does not
warrant that  Software  Updates and  Enhancements  will  function  properly with
Licensed  Software  that has been  modified  or  customized  under the  Software
Consulting  Services Agreement,  provided that, for additional,  mutually agreed
upon  consideration  fees as set  forth  in an  executed  Statement  of Work (as
defined  in the  Software  Consulting  Services  Agreement),  and to the  extent
commercially  feasible,  WebIAm shall modify customized  Licensed Software to be
compatible with Software Updates and Enhancements.

         Section 7.8.  Warranty  Procedure.  Upon  WebIAm's  receipt  during the
Warranty Period,  of a written or electronic notice from WEBiX that the Licensed
Software as installed by WebIAm on the Required  Platform does not substantially
conform to the  warranties set forth in Sections 7.6 or 7.7 of this Agreement (a
"Timely  Defect  Notice"),  WEBiX shall  duplicate  the problem on the  Licensed
Software in the  presence of an WebIAm  representative  (whether  remotely or in
person) who WebIAm shall make available for such purposes. If the problem cannot
be  duplicated,  WebIAm's  warranty  shall not apply and  WebIAm  shall  have no
obligation to remedy the cited defect.  If the alleged  problem is duplicated on
the Licensed  Software and WebIAm,  subject to Sections 7.6, 7.7 or this Section
7.8,  determines that the problem constitutes a failure of the Licensed Software
to conform to the  requirements  of such  warranties,  WebIAm shall use its best
efforts,  to the extent  commercially  practicable,  at no additional  charge to
WEBiX,  to repair and correct such problem.  The limited  warranties in Sections
7.6 and 7.7 hereof do not apply to corrections or remedies for  difficulties  or
defects  arising  from system  changes,  the  hardware  or software  environment
(including,  without limitation,  the Required Platform),  Third Party Software,
modifications made to the Licensed Software,  alleged problems with the Licensed
Software  discovered or reported to WebIAm after the  expiration of the Warranty
Period or other causes external to the Licensed Software,  for which WEBiX shall
pay WebIAm at  WebIAm's  then  standard  time and  materials  charges.  If WEBiX
requests WebIAm's assistance with any non-warranty problem,  WebIAm will provide
services to the extent provided in the Software Consulting Services Agreement.

         Section 7.9.  Disclaimers  of Warranty.  THE WARRANTY SET FORTH IN THIS
ARTICLE 7 IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY WebIAm,  ITS
LICENSORS,  OR  AFFILIATES.  EXCEPT AS EXPRESSLY  PROVIDED IN THIS ARTICLE 7, NO
WARRANTY,  CONDITION,  UNDERTAKING  OR TERM,  EXPRESS OR IMPLIED,  STATUTORY  OR
OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE, INFRINGEMENT, MERCHANTABILITY,
DURABILITY  OR FITNESS FOR A  PARTICULAR  PURPOSE IS GIVEN OR ASSUMED BY WebIAm,
ITS LICENSORS, OR AFFILIATES, AND ALL SUCH WARRANTIES, CONDITIONS,  UNDERTAKINGS
AND  TERMS  ARE  HEREBY  EXPRESSLY  DISCLAIMED.  WebIAm  AND ITS  LICENSORS,  OR
AFFILIATES  DO NOT  WARRANT  THAT  THE  LICENSED  SOFTWARE  WILL  MEET  WEBiX 'S
REQUIREMENTS   OR  THAT  THE   OPERATION  OF  THE  LICENSED   SOFTWARE  WILL  BE
UNINTERRUPTED  OR ERROR-FREE,  OR THAT DEFECTS IN THE LICENSED  SOFTWARE WILL BE
CORRECTED.  WebIAm'S  LIMITED  WARRANTY  IS IN LIEU OF ALL OTHER  WARRANTIES  OF
WebIAm, ITS LICENSORS,  OR AFFILIATES,  IN CONNECTION WITH THE DELIVERY,  USE OR
PERFORMANCE  OF THE  LICENSED  SOFTWARE.  THE  PARTIES  AGREE THAT THE  LICENSED
SOFTWARE'S FAILURE TO PERFORM IN ACCORDANCE WITH APPLICABLE SPECIFICATIONS SHALL
NOT BE CONSIDERED A FAILURE OF THE ESSENTIAL  PURPOSE OF THE REMEDIES  CONTAINED
HEREIN.  EXCEPT FOR THE ABOVE LIMITED WARRANTY,  AND ANY EXPRESS  OBLIGATIONS OF
WebIAm IN THIS AGREEMENT, THE ENTIRE RISK OF THE LICENSED SOFTWARE'S QUALITY AND
PERFORMANCE IS WITH WEBiX.

                        Article VIII: WEBiX 's Warranties

         Section 8.1. WEBiX Warranties.  WEBiX represents and warrants: (1) that
it has, and shall have  throughout the Term,  all the rights  necessary to enter
into and perform its  obligations  under this  Agreement and to use the Required
Platform as set forth in this Agreement;  (2) that it shall use its best efforts
to procure any and all regulatory authorizations necessary to trade in the WEBiX
Market and operate an Automated  Trading System or other  regulatory  authorized
undertakings,  as defined by the U.S.  Securities and Exchange  Commission under
Regulation ATS, to facilitate  trading in the WEBiX Market between Customers and
their clients,  and that it shall have in place such  authorizations at any time
that it is  conducting  the  WEBiX  market;  (3) that it has the  resources  and
expertise required to conduct such activities; and (4) that it has complied, and
shall  comply  throughout  the  Term,  with  any and  all  laws,  statutes,  and
regulations  applicable to such trading and/or in connection with its use of the
Licensed Software.

         Section 8.2. No Actions,  Suits or  Proceedings.  WEBiX  represents and
warrants  that  there  are  no  actions,  suits,  or  proceedings,   pending  or
threatened,  which  will have a material  adverse  effect on WEBiX 's ability to
fulfill its obligations  under this Agreement.  WEBiX further  warrants it will,
within a reasonable  amount of time, notify WebIAm if WEBiX becomes aware of any
pending action,  suit or proceeding which will have a material adverse effect of
WEBiX 's ability to fulfill the obligations under this Agreement.
o

         Section  8.3.  Warranty  of  WEBiX  Capability.  WEBiX  represents  and
warrants that it is financially capable of fulfilling all material  requirements
of this  Agreement,  that there are no legal  proceedings  against it that could
threaten  performance of this Agreement,  and that WEBiX is a validly  organized
entity  that  has the  authority  to enter  into  this  Agreement.  WEBiX is not
prohibited  by any loan,  contract,  financing  arrangement,  trade  covenant or
similar restriction from entering into this Agreement.

         Section 8.4.  Disclaimers  of Warranty.  THE WARRANTY SET FORTH IN THIS
ARTICLE 8 AND IN SECTION 2.4 IS A LIMITED  WARRANTY AND IT IS THE ONLY  WARRANTY
MADE BY WEBiX.  EXCEPT AS  EXPRESSLY  PROVIDED IN THIS  ARTICLE 8 AND IN SECTION
2.4, ANY WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY
OR OTHERWISE, AS TO INFRINGEMENT, ACCEPTANCE OR USE OF THE LICENSED SOFTWARE ARE
HEREBY  EXPRESSLY  DISCLAIMED.  WEBiX'S LIMITED WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES  OF WEBiX IN  CONNECTION  WITH ITS  ACCEPTANCE OR USE OF THE LICENSED
SOFTWARE.

               Article IX: Duration, Termination and Cancellation

         Section 9.1.  Duration or Term. The duration of this Agreement shall be
for the Term.


         Section 9.2.  Termination  for Material  Breach.  If either party is in
material  breach of this  Agreement,  the  non-breaching  party shall  provide a
written notice to the breaching  party  specifying the nature of the breach.  In
the event that such breach is curable, the breaching party shall have sixty (60)
days from  receipt of such notice to correct  the  breach.  If the breach is not
cured within such period, the non-breaching  party may terminate this Agreement,
including the Software  License,  immediately  by providing the breaching  party
with written notice of such immediate termination.  In the event that a material
breach is not curable (including without limitation  incurable material breaches
of the  confidentiality  provisions  of  Article 6 hereto  or WEBiX 's  material
breach of the scope of the  Software  License  set forth in  Section  5.2),  the
non-breaching  party may  immediately  terminate  the Software  License and this
Agreement by written notice to the allegedly breaching party.

         Section 9.3.  Termination  for  Insolvency.  Either party may terminate
this Agreement  immediately  upon the occurrence of any of the following  events
with respect to the other party:  (a) a receiver is appointed  for such party or
its material assets; (b) such party becomes  insolvent,  generally unable to pay
its debts as they  become  due,  or makes an  assignment  for the benefit of its
creditors or seeks relief under any  bankruptcy,  insolvency or debtor's  relief
law;  (c) if  proceedings  are  commenced  against  the other  party,  under any
bankruptcy,  insolvency or debtor's  relief law, and such  proceedings  have not
been vacated or set aside  within sixty (60) days from the date of  commencement
thereof; or (d) if such party is liquidated, dissolved or ceases operations.

         Section 9.4. Effect of Termination.  In the event that the Agreement is
validly terminated pursuant to any section of this Article, the Software License
shall  continue  in effect  until  WEBiX has  secured an  alternative  source of
software  but in no event  longer  than six (6)  months  (the  "Post-Termination
Period").  Upon  expiration of the  Post-Termination  Period WEBiX shall have no
right to use or exploit in any manner,  the Licensed  Software or Documentation.
If such termination is undisputed, WEBiX shall deliver to WebIAm within five (5)
calendar  days after the  Post-Termination  Period  all  copies of the  Licensed
Software and  Documentation  and all  embodiments  thereof in its  possession or
under its control,  and/or, at WebIAm's option, provide WebIAm access to any and
all Required  Platforms on which any Licensed Software is installed for purposes
of uninstalling the Licensed  Software.  Upon any termination,  each party shall
immediately  return to the other, or if so requested  destroy,  all Confidential
Information  of other party.  If WEBiX  disputes a termination  by WebIAm,  then
WebIAm shall not  repossess  the Licensed  Software and  Documentation  on an ex
parte basis,  but WEBiX shall first be given an opportunity to be heard before a
court.

                       Article X: Liabilities and Remedies

         Section 10.1.  Available  Remedy. No remedy set forth in this Agreement
for breach of this  Agreement  is intended to exclude or limit any other  remedy
now or hereafter  existing at law or in equity,  unless such remedy is expressly
limited by this  Agreement.  For example,  cancellation  or  termination of this
Agreement  in  accordance  with its terms does not  exclude or limit a claim for
damages caused by a breach of this Agreement.

         Section 10.2.  Uniform  Commercial  Code  Remedies.  In addition to any
other  remedy  it may have,  WEBiX  shall  have the  right to  demand  "adequate
assurance of performance" and to obtain "cover" as those terms are defined under
the Uniform Commercial Code as adopted in the State of New York.

         Section 10.3.  Limitation of Liability.  WebIAm SHALL HAVE NO LIABILITY
WITH  RESPECT  TO  ITS  OBLIGATIONS   UNDER  THIS  AGREEMENT  OR  OTHERWISE  FOR
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN
IF IT HAS BEEN ADVISED OF THE  POSSIBILITY  OF SUCH DAMAGES.  IN ANY EVENT,  THE
AGGREGATE  LIABILITY  OF WebIAm TO WEBiX  FOR ANY  REASON  AND UPON ANY CAUSE OF
ACTION OR CLAIM SHALL BE LIMITED TO THE GREATER OF: (1) THE FAIR MARKET VALUE OF
THE COMMON STOCK OF WEBIX ISSUED TO WebIAm HEREUNDER, OR (2) ONE MILLION DOLLARS
($1,000,000).  THIS LIMITATION  APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE
AGGREGATE,  INCLUDING  WITHOUT  LIMITATION  TO  BREACH  OF  CONTRACT,  BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY,  MISREPRESENTATIONS,  CLAIMS FOR FAILURE
TO EXERCISE DUE CARE IN THE  PERFORMANCE OF SERVICES  HEREUNDER AND OTHER TORTS.
BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES,  EXCLUSIONS AND LIMITATIONS
HEREIN  ALLOCATE  THE RISKS OF PRODUCT  AND  SERVICE  NONCONFORMITY  BETWEEN THE
PARTIES AS AUTHORIZED  BY THE UNIFORM  COMMERCIAL  CODE AND/OR OTHER  APPLICABLE
LAWS. THE FEES HEREIN REFLECT,  AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF
RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF LIABILITY SET
FORTH IN THIS AGREEMENT.  Notwithstanding the above, and notwithstanding Section
11.3 of the Software  Consulting  Services  Agreement,  if WebIAm  breaches this
Agreement,  willfully and in bad faith,  by licensing  the Licensed  Software or
Customized  Software  to any third  party(ies)  within  the WEBiX  Market  while
WEBiX's Software License is exclusive, then (1) the limitation on direct damages
set forth in the second  sentence  of this  Section  10.3  shall not apply,  and
instead (2) WebIAm shall be liable to WEBiX for damages  which the parties agree
will be uncertain and difficult to ascertain and which  therefore  they agree to
liquidate in the following amount, which is intended to compensate WEBiX for its
actual  damages:  WebIAm  shall pay WEBiX all license and royalty  fees,  or all
consideration in lieu of such fees,  received from all such licensees up through
the  end  of  the  fifth  Contract  Year  of the  Software  Consulting  Services
Agreement,  regardless of its earlier  termination,  plus the greater of (1) the
fair market value of the Common Stock of WEBiX  issued to WebIAm  hereunder,  or
(2) one million dollars ($1,000,000).


                             Article XI: Indemnities

         Section 11.1.  WebIAm's  Indemnification.  WebIAm shall defend,  at its
sole expense,  any third party action  brought  against WEBiX  alleging that the
Licensed Software or Documentation  provided pursuant to this Agreement,  or any
part thereof,  or the  Customized  Software or  documentation  thereof  provided
pursuant to the Software  Consulting Services Agreement or any Statement of Work
entered  into there under  except  those  claims for which WEBiX has promised to
indemnify  WebIAm  pursuant  to  the  Software  Consulting  Services  Agreement,
infringes  any United States  patent  issued as of the  Effective  Date,  United
States trademark and/or copyright or WebIAm's breach of its  representations and
obligations hereunder, and WebIAm will pay any and all loss, cost, liability and
expense  incurred  by WEBiX on account of any such third  party claim or action,
including any amount  awarded  against  WEBiX in  connection  with such claim or
action and including  reasonable  attorneys' fees sustained by WEBiX, and WebIAm
shall  otherwise hold harmless WEBiX from and against any such third party claim
or action, all provided that WEBiX promptly notify WebIAm in writing of any such
claim and that WebIAm shall have the  exclusive  right to control such  defense.
The indemnity set forth in this Section 11.1 shall not apply to any action based
on a  claim  relating  to the use of the  Licensed  Software  or the  Customized
Software  beyond  the  scope of the  Software  License  or in  conjunction  with
software or equipment  not provided by WebIAm other than the Required  Platform,
or relating to  alterations  or  customizations  to the  Licensed  Software  not
authorized  by  WebIAm.  If a  temporary  restraining  order or  preliminary  or
permanent  injunction  is obtained  against  WEBiX's use of any of the allegedly
infringing  Licensed Software,  or Customized  Software within the scope of this
Article  11,  WebIAm  shall,  at its  sole  expense,  and as  WEBiX  's sole and
exclusive  remedy for such  infringement,  perform  whichever  of the  following
remedies WebIAm chooses in its sole discretion:  (a) procure for WEBiX the right
to continue  using the  allegedly  infringing  Licensed  Software or  Customized
Software;  (b) replace or modify the allegedly  infringing  Licensed Software or
Customized Software so that it becomes non-infringing, provided such replacement
or  modification  complies  with  all  warranties  made  by  WebIAm  under  this
Agreement;  (c)  refund  all fees  paid by  WEBiX  for the  infringing  Licensed
Software  or  Customized  Software  pursuant  to this  Agreement  and cancel any
remaining payment  obligations;  or (d) reach a financial  settlement with WEBiX
which is acceptable to both parties.

         Section 11.2. WEBiX's Indemnification.  WEBiX shall defend, at its sole
expense,  any third  party  action  brought  against  WebIAm  arising out of any
unauthorized use of the Licensed  Software by WEBiX (excluding  claims for which
WebIAm is expressly  required to indemnify WEBiX under Section 11.1 herein),  or
WEBiX 's breach of its  representations  and  obligations  hereunder,  and WEBiX
shall pay any and all loss,  cost,  liability and expense  incurred by WebIAm on
account of any such third party claim or action,  including  any amount  awarded
against WebIAm in connection with such claim or action and including  reasonable
attorneys' fees sustained by WebIAm, and WEBiX shall indemnify and hold harmless
WebIAm from and against  any such third  party  claim or action,  provided  that
WebIAm promptly notifies WEBiX in writing of any such claim.

         Section   11.3.    Indemnification    Procedure.    In   claiming   any
indemnification  hereunder,  the  indemnified  Party shall promptly  provide the
indemnifying  Party with written notice of any claim which the indemnified Party
believes falls within the scope of this Article 11. The  indemnified  Party may,
at its own expense,  assist in the defense if it so chooses,  provided  that the
indemnifying  Party shall control such defense and all negotiations  relative to
the  settlement  of any such  claim and  further  provided  that any  settlement
intended  to bind the  indemnified  Party may not be entered  into  without  the
indemnified  Party's  prior  written  consent,  which shall not be  unreasonably
withheld or delayed.

                           Article XII: Force Majeure

         Section 12.1.  Force Majeure Events.  Neither party shall be liable for
breach of its obligations under this Agreement (other than an obligation to make
payment of any monies) to the extent  that such  breach is caused by  industrial
disputes, lockouts, power failures, acts of government, war, hostilities, riots,
civil disturbance, acts of God or other matters beyond the reasonable control of
the  party  concerned,  whether  existing  on  the  Effective  Date  or  arising
thereafter.

         Section 12.2.  Force Majeure Notice.  If the  circumstances  set out in
Section  12.1  shall  come into  effect  then that party  shall as  promptly  as
practicable  notify the other  party in writing of the  intervention  and of the
cessation  of any such  circumstances  and shall state its  intention  to invoke
Section 12.1 in such notice.

                              Article XIII: Notices

         Section 13.1. Notices.  All notices,  reports, and receipts shall be in
writing  and shall be deemed  duly given on (i) the date of  personal or courier
delivery;  (ii) the date of receipt,  if such notice is delivered by  commercial
overnight  carrier or courier,  or (iii) the date of transmission by telecopy or
other electronic transmission service, provided a confirmation copy is also sent
no later than the next Business Day by postage paid, first-class mail, addressed
as follows:

         If to WebIAm:
                                    WebIAm, Inc.
                                    Attention: Robert M. Kaskel
                                    19 Duncan Street
                                    Millburn, New Jersey, 07041
                                    Fax: (877) 490-4508
                                    Email: partners@webiam.com

         If to WEBiX:
                                    WEBiX Inc.
                                    Attention: K. Richard B. Niehoff
36 West 44th Street, Suite 1209
                                    New York, NY 10036
                                    Fax: (646) 728-7029
                                    Email: nniehof@banet.net

         Either  party may change its mailing  address by written  notice to the
other party in accordance with this Section 13.1.

                             Article XIV: Assignment

         Section 14.1.  Assignment.  Neither party may assign, without the prior
written  consent of the other party,  this  Agreement  or its rights,  duties or
obligations  under this Agreement to any person or entity,  in whole or in part,
and any attempt to do so shall be deemed both void and a material breach of this
Agreement.  Notwithstanding  the above,  either party may assign this Agreement,
including  the  Software  License,  to its  successor  in law through  merger or
acquisition or the sale of all or substantially  all of the assets of the party,
subject to the prior written  approval of the other party,  which approval shall
not be unreasonably withheld or delayed. Further, it is expressly understood and
acknowledged  that WEBiX may,  upon  written  notice to Licensor but without the
necessity of receiving any approval by the Licensor, sell, sublicense, assign or
otherwise  transfer  its  rights  under  this  Agreement  and any other  related
agreements between the Parties to any national or regional securities exchange.

                       Article XV: Support and Maintenance

         Section 15.1.  Software Support and  Maintenance.  WebIAm shall provide
Software  Support and  Maintenance and training in accordance with the terms and
conditions provided in the Software Consulting Services Agreement.

                              Article XVI: General

         Section 16.1. Entire Agreement.  This Agreement including its Schedules
and the Software Consulting  Services Agreement  constitute the entire agreement
between the Parties  with respect to the Licensed  Software,  Documentation  and
Software  Support  and  Maintenance,  and  supersedes  any  previous  agreements
concerning  the  subject  matter  hereof  (other  than the  Software  Consulting
Services  Agreement,  as  applicable),  and no statement or promise which is not
contained  herein shall be binding  unless  included in this  Agreement,  or the
Software  Consulting  Services  Agreement,  provided  that where this  Agreement
contemplates  the  incorporation  of additional  material to be developed in the
future (for example,  without limitation,  the provision of Enhancements),  this
Article 16 shall not limit the application of such provisions according to their
terms.

         Section 16.2.  Written  Amendments.  This Agreement may be amended only
upon the written consent of WebIAm and WEBiX as evidenced by the signature of an
authorized executive officer.

         Section  16.3.  Survival.  Articles 1, 2.4, 3.1, 6, 9.4, 10, 11, 13 and
this Article 16 shall survive the termination of this Agreement for any reason.

         Section  16.4.  Governing  Law.  This  Agreement  shall be governed and
construed  in  accordance  with the laws of the  State of New  York.  No suit or
action  related  to this  Agreement  shall  be  brought  unless  instituted  and
maintained in any state or federal court of competent  jurisdiction  in New York
County,  State of New York. The parties agree to the exclusive  jurisdiction  of
such courts and agrees to their venue as well.

         Section 16.5.  Severability.  If any part of any Article or Schedule of
this Agreement  shall be rendered or declared  unenforceable  by any decision of
any court of  competent  jurisdiction,  the  remainder of this  Agreement  shall
remain in full force and effect and shall be construed as if such  unenforceable
provision  had  not  been  in  this   Agreement,   unless  the  absence  of  the
unenforceable provision shall substantially destroy the business purpose of this
Agreement.

         Section 16.6.  Independent  Contractor.  WebIAm and its  personnel,  in
performance of this  Agreement,  are acting as independent  contractors  and not
employees or agents of WEBiX.

         Section 16.7.  Source Code Escrow.  WebIAm and WEBiX shall enter into a
mutually  acceptable,  separate  Source Code  escrow  agreement,  the  Preferred
Registration   Technology  Escrow  Agreement,   with  each  other  and  with  an
independent  escrow agent,  which shall apply to the Source Code of the Licensed
Software  deposited by WebIAm  pursuant to this Section.  The Source Code escrow
agreement  shall,  when  executed,  give WEBiX the right to possess  and use the
Source Code in the circumstances  described in the Source Code escrow agreement.
WEBiX 's license to use the  Source  Code  pursuant  to the Source  Code  escrow
agreement shall terminate immediately upon the termination or expiration of this
Agreement or the Software  License.  WebIAm shall deposit with the escrow agent,
Source  Code for the  Licensed  Software  (including  Software  Updates  and any
Enhancements  accepted by WEBiX),  within 15 days of their  Acceptance by WEBiX.
WebIAm  acknowledges  that if WebIAm as a debtor in  possession  or a trustee in
bankruptcy in a case under the bankruptcy code rejects this Agreement, WEBiX may
elect to retain  its rights  under this  Agreement  and the Source  Code  escrow
agreement as provided in section  365(N) of the  bankruptcy  code.  Upon written
request of WEBiX to WebIAm or the bankruptcy trustee,  WebIAm or such bankruptcy
trustee  shall  not  interfere  with the  rights  of WEBiX as  provided  in this
Agreement and the Source Code escrow agreement,  including the right of WEBiX to
obtain the Source Code from the escrow  agent and to use such Source Code as set
forth in the Source Code escrow agreement.

         Section 16.8. Section Headings.  The Section headings contained in this
agreement  are for  reference  purposes only and shall not in any way affect the
meanings or interpretations of this Agreement. Execution

         WEBiX and WebIAm have caused this  Agreement to be signed by their duly
authorized  officers as of the date first set forth  above,  whereupon it enters
into full force and effect in accordance with its terms.


WebIAm, Inc.                                         WEBiX Inc.


By:/s/ Robert M. Kaskel                     By:/s/ K. Richard B. Niehoff
   --------------------                            ---------------------

Name: Robert M. Kaskel                      Name: K. Richard B. Niehoff
      ----------------                           ----------------------

Title: President                                     Title:  President


<PAGE>



                                   SCHEDULE 1

                                REQUIRED PLATFORM

         WEBiX shall provide a computer system having no less than the specified
minimum requirements identified by WebIAm as indicated on the First Statement of
Work. To the extent that WEBiX's  business  requires a hardware system of higher
capacity  to meet its  market  demand,  WEBiX  shall be solely  and  exclusively
responsible for identifying and meeting such needs.

         WEBiX shall procure and maintain on the Required Platform,  at its sole
expense,  the  third-party  software  indicated on its First  Statement of Work,
subject to update as a result of issuance of a subsequent  version or release by
the third party prior to delivery of the Licensed Software by WebIAm pursuant to
Section 2.1 herein. WEBiX shall be required to maintain and upgrade the required
third-party software as directed by WebIAm for the full term of the License:


<PAGE>



                                   SCHEDULE 2
                               PAYMENT AND CHARGES

         3.A. The Software License Fee On the Effective Date, WEBiX shall make a
cash payment to WebIAm in the amount of $100,000.  Such fee does not include the
license fee, if any, for future Enhancements.

         3.B.  Transaction  Fee In addition to the Software  License Fee,  WEBiX
shall  pay a fee in an  amount  equal  to  seven  percent  (7%) of  WEBiX's  Net
Transaction  Revenues  throughout  the entire Term.  In the event that WebIAm is
prohibited,  by public  policy or other  reasons  from  receiving a fee based on
WEBiX's Net  Transaction  Revenues,  WebIAm  shall have the right to assign such
fees to any  person or entity to which  the  payment  of such fees  would not be
prohibited.  In the event that any such assignment  shall be ineffective,  WEBiX
and WebIAm shall mutually agree on an additional  License Fee to approximate the
fees that would have been payable in  accordance  with this  Section  3.B.  Fees
shall be due and payable in accordance with the terms of the Software Consulting
Services Agreement.