EXHIBIT 10.2


                                   WEBIX INC.
                          36 W. 44th Street, Suite 1209
                            New York, New York 10036





                                                     As of January 15, 2002

WebIAm, Inc.
19 Duncan Street
Millburn, NJ  07041

Gentlemen:

                  This Agreement sets forth the legally binding  agreement among
WEBiX  Inc.,  a  Florida  corporation  ("WEBiX"),  WebIAm,  Inc.,  a New  Jersey
corporation  ("WebIAm")  and The  X-Change  Corporation,  a  Nevada  corporation
("X-Change")  as to  the  following  items.  The  parties  agree  to  use  their
reasonable efforts to prepare and execute more formal agreements to document the
agreed items in the near future if they shall mutually so determine. The parties
understand  and  acknowledge  that  WEBiX  shall be merged  into a  wholly-owned
subsidiary of X-Change, and that this Agreement shall be binding on and inure to
the benefit of X-Change as the  successor to WEBiX after the  completion  of the
merger  transaction.  All  references to WEBiX  contained  herein shall mean and
include X-Change from and after the date of the merger.

                  1. WEBiX and WebIAm are currently parties to a certain License
Agreement  dated as of June 20, 2001 (the "Original  License  Agreement").  This
letter is intended to amend and supersede the Original License  Agreement to the
extent set forth  herein.  Except as otherwise  set forth  herein,  the Original
License Agreement shall remain in full force and effect.

                  2. WebIAm hereby  grants to WEBiX an  exclusive,  royalty free
(subject  to any early  termination  or royalty  provisions  specified  herein),
license (the "Master  License")  for a period  commencing on the date hereof and
ending on the date which is three  months  after the second  anniversary  of the
date hereof  (such  period shall be referred to herein as the "Term") to use for
any and all purposes  (including the right to sublicense software to others) the
following:

         (a) all  computer  software  (including  both source and object  code),
owned hardware,  leased hardware,  databases,  computer programs and other media
used in WebIAm's Software Development and Licensing Business, including, without
limitation,   the   following   software   development   related   projects  and
opportunities:  the WEBiX exchange;  the ABS exchange;  the eBond exchange;  the
High  Grade  software;  the New  Issue  software;  the Parts  exchange;  and the
jsBuilder software;

         (b) all currently existing customer lists and other information,  data,
statistics  and other  compilations  of  information  relating to  customers  or
potential customers of the Software Development and Licensing Business,  in each
case  whether in hard copy or  machine-readable  form,  including  all  records,
manuals, know-how and expertise relating thereto;

         (c)  all  of  WebIAm's  items  of  equipment,  furniture  and  personal
property;

         (d)  all  rights  and  interests  in and to any  pending  or  executory
contracts,   agreements,   licenses,  leases  and  arrangements  of  any  nature
whatsoever,  including, without limitation, customer and supplier agreements and
those  contracts,  agreements,  licenses,  leases and  arrangements,  except for
contracts  and rights  relating to the WebIAm's  relationship  with GDS CBeX and
excluding WebIAm's ownership of equity in GDS CBeX;

         (e) all rights and interests in and to any and all trade names, assumed
names,  corporate names,  brands and slogans other than the continued use of the
corporate name "WebIAm";

         (f) all rights and interests in and to any and all inventions, patents,
patent rights, patent applications,  copyrights,  trademarks,  service marks and
registrations and registration  applications,  including extensions and renewals
thereof and licenses therefor (and all future income therefrom);

         (g) all books,  records,  files and papers of the Software  Development
and Licensing Business,  including,  without limitation,  drawings,  engineering
information,   computer  programs,  manuals  and  data,  sales  and  advertising
materials and sales and purchases correspondence; and

                  3.  (a) In  consideration  for the  grant  of the  license  as
provided in Section 2 above, WEBiX hereby agrees to pay to or for the benefit of
WebIAm (and in some cases its principals) or to assume the following obligations
of WebIAm:

                  1. the  balance  of the  account  payable  to  Globix  through
         December 31, 2001 in the amount of $17,187;

                  2. the Globix web hosting  contract,  a copy of which has been
         previously  delivered to WEBiX and which involves the payment of $5,700
         per month in fees;

                  3. the account  payable to BEA for software  licenses  used in
         the WEBiX software platform in the approximate amount of $38,723;

                  4.   the   account   payable   to   Tsunami    Computing   for
         sub-contracting services in the amount of $12,201; and

                  5. two (2) hardware  leases with Summit Quick Lease with total
         monthly payments of $700.00 (the "Assumed Trade Debt").

WEBIX IS  ASSUMING  NO  LIABILITIES,  CLAIMS  OR  OBLIGATIONS  OF  WEBIAM OR THE
SOFTWARE  DEVELOPMENT AND LICENSING  BUSINESS OTHER THAN THOSE SPECIFIED  ABOVE.
THERE  SHALL  BE NO  IMPLIED  ASSUMPTION  BY  WEBIX OF ANY  OTHER  LIABILITY  OR
OBLIGATION  OF  WEBIAM  OR THE  SOFTWARE  DEVELOPMENT  AND  LICENSING  BUSINESS,
INCLUDING,  WITHOUT LIMITATION,  ANY EMPLOYEE BENEFIT PLAN OR AGREEMENT WITH ANY
EMPLOYEE OR  SHAREHOLDER  IN EXISTENCE AT ANY TIME,  WHETHER OR NOT DISCLOSED TO
WEBIX, OR KNOWN OR UNKNOWN, FIXED OR CONTINGENT.

                  (b)  During  the Term and  thereafter  for so long as WEBiX or
X-Change or any of their  respective  successors or assigns  continue to utilize
all or any part of the  assets  that are the  subject  of the  Original  License
Agreement or this Master  License and  notwithstanding  the purchase by WEBiX or
X-Change  pursuant  to Section 4 hereof of the assets  which are the  subject of
this Master License or any termination in whole or in part of the Master License
pursuant  to  Sections 5 or 6 of this  Agreement,  WEBiX  shall  continue  to be
obligated to pay to WebIAm or its designee the fee  specified in Section 3.B. of
Schedule 2 of the Original License Agreement;

                  (c) One Hundred  Thousand  (100,000) shares of Common Stock of
WEBiX (the "WEBiX  Shares"),  which shares shall not have been registered  under
the  Securities  Act  of  1933,  as  amended  (the  "Securities  Act").   WebIAm
acknowledges  that upon  consummation  of the merger,  the WEBiX Shares shall be
cancelled  and WebIAm shall receive Two Million  (2,000,000)  shares of X-Change
Common Stock (which shall also not be registered under the Securities Act), upon
the terms and conditions set forth in the Merger  Agreement (a copy of which has
been provided to the WEBIAM); and

                  (d) Concurrently with the execution of this Agreement, each of
Robert M.  Kaskel,  Eric B.  Nissan and Steven  Maybaum  shall enter into 2 year
employment  agreements  with WEBiX and  X-Change  on the terms  outlined  in the
separate employment term sheets that are attached to this Agreement.

                  4. In the event  that the Master  License  shall not have been
previously  either  partially or fully  revoked for any of the reasons set forth
provided below,  then,  commencing on the second anniversary of the date of this
Agreement  and ending  three  months  thereafter,  WEBiX shall have the right to
purchase from WebIAm,  for a price of One Dollar ($1.00),  outright title to all
of the assets covered in the Master  License  (including  all  enhancements  and
modifications thereto from and after the date hereof), free and clear of any and
all liens, encumbrances and liabilities; provided, however, that notwithstanding
any other term set forth in this Section 4, in no event may the  purchase  right
set forth in this Section 4 be exercisable by WEBiX or X-Change unless and until
(i) all amounts  (including  any disputed  amounts) due and payable to Robert M.
Kaskel,  Eric B.  Nissan  and Steven  Maybaum  under the  employment  agreements
referred  to in  Section  3(d)  hereof  have been paid in full and (ii) all fees
payable under Section 3.B. of Schedule 2 of the Original License  Agreement owed
by WEBiX to WebIAm or its designee through the date on which the purchase option
is exercised have been paid in full.

                  5. In the event that (i) the  employment of any two or more of
the  individuals  specified in Section 3(d) above shall be  terminated  by WEBiX
before the expiration of the Term,  (ii) there is a material  breach by WEBiX of
any of its  representations  and  warranties  set  forth in  Section  10 of this
Agreement  or (iii)  there is a  material  breach of the  covenant  set forth in
Section 7 of this  Agreement  or the  condition  set forth in Section 11 of this
Agreement  then the Master  License shall be revoked with the exception  that it
shall remain in effect for the limited  purpose of permitting  the continued use
of the software in connection with the operation of the alternative exchange for
micro-cap securities (the "Micro-cap Exchange") and in connection with any other
contractual  obligations  with third  parties that WEBiX shall have entered into
prior to the date of termination of the Master  License  ("Existing  Third Party
Uses"). In this event,  WebIAm shall be entitled to use the software  (including
all enhancements and modifications thereto from and after the date hereof) on an
exclusive  basis for any and all  purposes  except that WebIAm  shall not use or
license the software for any use that is directly competitive with the Micro-cap
Exchange  or with any of the  Existing  Third Party Uses.  The  shareholders  of
WebIAm  individually agree to honor the restrictions and the obligations imposed
on WebIAm in this Agreement.

                  6. In the event that (i) WEBiX shall file a petition under any
bankruptcy  or  insolvency  law,  or in the event that such a petition  shall be
filed  involuntarily  against  WEBiX (and shall not be dismissed  within 60 days
from the date of filing) or (ii) WEBiX shall  default in the payment of any fees
to WebIAm as  referenced  in Section 3(b) above (after the  provision of written
notice of default by WebIAm and the  opportunity  for WEBiX to cure such default
for 30 days), the Master License shall be revoked in its entirety.

                  7. After the  consummation  of the  X-Change  merger,  one (1)
representative  of WebIAm  shall be nominated to serve on the Board of Directors
of X-Change on the slate to be  proposed by the current  shareholders  of WEBiX.
WEBiX shall use its reasonable best efforts to cause its current shareholders to
vote in favor of the representative of WebIAm.

                  8. After the consummation of the X-Change merger,  WEBiX shall
cause X-Change to use reasonable  efforts to continue to support and promote the
business  avenues included in the Software  Development and Licensing  Business,
including  software  development  and licensing,  managed  services,  technology
consulting and outsourced IT and exchange system services.

                  9.  WebIAm represents and warrants to WEBiX as follows:

         (a)  Organization.  WebIAm is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of New Jersey.

         (b)  Corporate  Authority,  Etc.  The  execution  and  delivery of this
Agreement and the consummation of the transactions  contemplated  hereby and all
other  agreements  and  instruments  to be executed and delivered by WebIAm have
been  duly  and  validly  authorized,  approved  and  adopted  by all  requisite
corporate  action  of  WebIAm.  This  Agreement  constitutes,   and  such  other
agreements  and  instruments,  when duly  executed and  delivered by WebIAm will
constitute,  valid and binding  obligations of WebIAm enforceable against WebIAm
in accordance with their respective terms except as such  enforceability  may be
limited  by  applicable  laws  related  to  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization or affecting  creditors' rights generally and except
to the extent that injunctive or other equitable relief is within the discretion
of a court.

         (c) No  Conflict,  Etc.  Neither  the  execution  nor  delivery of this
Agreement and all other agreements and documents executed in connection herewith
by  WebIAm  nor the  consummation  of the  transactions  contemplated  hereby or
thereby nor the  performance  of this  Agreement  and all other  agreements  and
documents  executed in  connection  herewith by WebIAm will (i) conflict with or
result in a breach of any  provision  of the  Certificate  of  Incorporation  or
By-Laws of WebIAm;  (ii)  violate,  conflict  with, or result in a breach of any
provision of, or  constitute a default (or an event which,  with notice or lapse
of time or both, would constitute a default) under, or result in the creation of
any lien,  security  interest,  charge or  encumbrance  upon any of the  assets,
properties,  contracts or obligations of WebIAm;  (iii) result in being declared
void,  voidable  or  without  further  binding  effect  under any of the  terms,
conditions or provisions of any note, bond, mortgage,  indenture, deed of trust,
lease, agreement or other instrument or commitment or obligation to which WebIAm
is a party,  or by which  WebIAm may be bound or  affected;  or (iv) violate any
order,  writ,  injunction,   decree,   judgment,  or  ruling  of  any  court  or
governmental  authority  specifically   applicable  to  WebIAm  or  any  of  its
properties.

         (d)  Claims,  Legal  Proceedings,  Etc.  To the best  knowledge  of the
shareholders  of WebIAm,  there are no  material  claims  against  WebIAm or the
Software  Development and Licensing  Business in favor of any party  (including,
without limitation, any material claim for liability, in tort or otherwise, with
respect to the services  performed or provided by the Software  Development  and
Licensing Business) and there is no legal, administrative, arbitration, or other
proceeding  or  investigation  pending  or,  to  the  best  of  WebIAm's  or its
shareholder's  knowledge,  threatened against WebIAm or the Software Development
and  Licensing  Business,  nor does WebIAm or any of its  shareholders  have any
knowledge of any basis for any such claim or proceeding.

         (e)  Licenses,  Patents,  Trademarks,  Etc.  WebIAm  has  all  permits,
approvals,  authorizations,  consents, licenses,  clearances,  notifications and
certificates (collectively,  the "Licenses"), and owns or has adequate rights to
use,  all  intellectual  property,  technology,  processes,  computer  programs,
know-how and formulae and other property rights, which are necessary or material
to the conduct of the Software Development and Licensing Business,  all of which
Licenses  are in full  force and  effect  and shall be  included  in the  assets
licensed hereunder. None of the Licenses are non-assignable.  Neither WebIAm nor
any of its shareholders have received notice of any claim for infringement,  nor
has  the  Software  Development  and  Licensing  Business  infringed  or  is  it
infringing or has it engaged in or is it engaging in the unauthorized use or the
misappropriation  of, any patent,  trademark,  copyright,  technology,  process,
design, computer program, know-how or formula of another.

         (f)  Compliance  With  Law.  WebIAm  is in  compliance  with all  laws,
regulations and orders  applicable to its business.  WebIAm has not received any
notification that it is in violation of any law, regulation or order and no such
violation exists.

         (g) Investment  Representations.  WebIAm understands,  acknowledges and
agrees that:

                  (i) Neither the WEBiX Shares nor the X-Change Shares have been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
or any state  securities  laws, in reliance upon either Rule 506 of Regulation D
under the Securities Act ("Regulation D") or Rule 4(2) of the Securities Act and
similar  exemptions  under  state  securities  laws for private  offerings.  The
availability  of the  aforesaid  exemptions  depend in part upon the accuracy of
certain of the  representations,  declarations  and warranties which are made by
WebIAm  herein  and  which  are  being  relied  upon  in  determining   WebIAm's
suitability to invest in WEBiX and or X-Change;

                  (ii) The WEBiX Shares and the X-Change  Shares are  restricted
securities which may not be sold or otherwise  transferred unless they have been
registered  under the Securities  Act or unless such  transaction is exempt from
the registration requirements thereunder, provided, however, that in the case of
an  exemption  to the  registration  requirements  thereunder,  WEBiX shall have
received an opinion of counsel,  reasonably acceptable to WEBiX and its counsel,
stating  that the  proposed  transfer  is  exempt  from  registration  under the
Securities Act;

                  (iii) Prior to any  proposed  transfer of the WEBiX  Shares or
the X-Change  Shares and as a condition  thereto,  if such  transfer is not made
pursuant to an effective  Registration  Statement  under the  Securities  Act or
pursuant to an exemption from the registration  requirements  thereunder and, in
the case of an  exemption to the  registration  requirements  thereunder,  if an
opinion of counsel is not delivered to WEBiX as provided above,  WebIAm will, if
requested  by  WEBiX,  deliver  to WEBiX an  investment  covenant  signed by the
proposed transferee in such form as shall be required by WEBiX;

                  (iv)  WebIAm  agrees to  indemnify  WEBiX  against any and all
losses,  claims,  damages,  expenses  or  liabilities  to which WEBiX may become
subject under any United States federal or state  securities  law, at common law
or otherwise,  insofar as such losses, claims, damages,  expenses or liabilities
arise  out of or are based  upon (A) any  transfer  of the  WEBiX  Shares or the
X-Change  Shares by WebIAm in violation of the Securities Act, or under any rule
or regulation  promulgated under the Securities Act, or (B) any untrue statement
of a material  fact or  omission  to state a material  fact in  connection  with
WebIAm's  investment in WEBiX or in X-Change in connection  with any transfer of
the WEBiX Shares or the X-Change Shares by WebIAm; and

                  (v) Any  certificate  representing  the  WEBiX  Shares  or the
X-Change  Shares  shall  bear a legend  setting  forth the  restrictions  on the
transferability of such securities;

                  (vi)  WebIAm is  acquiring  the WEBiX  Shares or the  X-Change
Shares for its own account and for  investment  only and not with the  intention
of, or a view  toward,  the resale or further  distribution  thereof;  provided,
however, that WEBiX acknowledges that WebIAm may in the future transfer all or a
portion of the WEBiX Shares or the X-Change Shares to Robert M. Kaskel,  Eric B.
Nissan and/or Steven Maybaum individually;

                  (vii) WebIAm has no contract,  agreement or  arrangement  with
any person to sell,  transfer or pledge the WEBiX Shares or the X-Change  Shares
or any portion thereof to such person or anyone else;  provided,  however,  that
WEBiX  acknowledges  that WebIAm may in the future  transfer all or a portion of
the WEBiX  Shares or the  X-Change  Shares to Robert M.  Kaskel,  Eric B. Nissan
and/or Steven Maybaum individually;

                  (viii)  WebIAm is aware that the WEBiX Shares and the X-Change
Shares are of a very speculative nature and involve a very high degree of risk;

                  (ix) WebIAm has  received  any and all  information  regarding
WEBiX,  X-Change  and  their  respective  businesses  which it has  required  in
connection with the investment  contemplated  hereby and has had the opportunity
to discuss any questions he may have with the officers of WEBiX; and

                  (x) WebIAm has sufficient knowledge and experience in business
matters  to  evaluate  the merits  and risks of its  investment  in WEBiX and in
X-Change.

         10.      WEBiX hereby represents and warrants to the WebIAm as follows:

         (a)  Organization.  WEBiX  is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Florida.

         (b)  Corporate  Authority,  Etc.  The  execution  and  delivery of this
Agreement and the consummation of the transactions  contemplated  hereby and all
other agreements and instruments to be executed and delivered by WEBiX have been
duly and validly  authorized,  approved and adopted by all  requisite  corporate
action of WEBiX.  This  Agreement  constitutes,  and such other  agreements  and
instruments,  when duly executed and delivered by WEBiX will  constitute,  valid
and binding obligations of WEBiX enforceable in accordance with their respective
terms.

         (c) No  Conflict,  Etc.  Neither  the  execution  nor  delivery of this
Agreement and all other agreements and documents executed in connection herewith
by WEBiX nor the consummation of the transactions contemplated hereby or thereby
nor the  performance  of this  Agreement and all other  agreements and documents
executed in  connection  herewith by WEBiX will (i) conflict with or result in a
breach of any provision of the Certificate of Incorporation or By-Laws of WEBiX;
(ii)  violate,  conflict  with,  or result in a breach of any  provision  of, or
constitute a default (or an event  which,  with notice or lapse of time or both,
would  constitute  a  default)  under,  or result in the  creation  of any lien,
security  interest,  charge or encumbrance  upon any of the assets,  properties,
contracts or obligations of WEBiX; (iii) result in being declared void, voidable
or  without  further  binding  effect  under  any of the  terms,  conditions  or
provisions  of any  note,  bond,  mortgage,  indenture,  deed of  trust,  lease,
agreement or other  instrument  or  commitment or obligation to which WEBiX is a
party,  or by which WEBiX may be bound or  affected;  or (iv) violate any order,
writ,  injunction,  decree,  judgment,  or ruling  of any court or  governmental
authority specifically applicable to WEBiX or any of its properties.

         (d)  Financial  Statements;  No  Undisclosed  Liabilities.   WEBiX  has
previously delivered to WebIAm its unaudited financial statements for the period
as of and ended September 30, 2001 (the "Financial  Statements").  A copy of the
Financial  Statements is attached hereto. The Financial Statements are in accord
with the books and records of WEBiX and they fairly and  accurately  present the
assets,  liabilities  and financial  condition of WEBiX as of September 30, 2001
and the results of WEBiX's  operations for the period ended  September 30, 2001.
The Financial  Statements do not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements  therein not misleading.  Since September 30, 2001,
there has been no material  adverse change in the financial  condition,  working
capital,  assets,  liabilities,  reserves,  business  operations or prospects of
WEBiX. WEBiX has no obligations or liabilities of any nature (absolute, accrued,
contingent or otherwise and whether due or to become due) except (a) liabilities
which have been fully  reflected or reserved  against the Financial  Statements,
which reserves are appropriate  and reasonable and (b)  liabilities  incurred in
the ordinary course of business and consistent with past practice since the date
of the Financial Statements.

         (e)  Compliance  With  Law.  WEBiX  is in  compliance  with  all  laws,
regulations  and orders  applicable to its business.  WEBiX has not received any
notification that it is in violation of any law, regulation or order and no such
violation exists.

         11. Condition. The obligation of WebIAm to consummate and fully perform
its obligations under this Master License shall be conditioned on there being no
material  breach by X-Change of any of its  representations  or  warranties  set
forth in Sections 3.04,  3.07, 3.08, 3.09, 3.11 and 3.12 of the Merger Agreement
dated as of December 14, 2001 by and among X-Change,  WEBiX and Popo Agie, Inc.,
a Delaware corporation.

         12.  Miscellaneous.

         (a) Entire  Agreement,  Etc. This  Agreement  (and any other  agreement
specifically   referred  to  herein)   contains  all  of  the   representations,
warranties,  and  agreements  of the parties  hereto with respect to the subject
matter hereof,  and all prior  understandings,  representations,  and warranties
(whether  oral or written)  with  respect to such matters are  superseded.  This
Agreement may not be amended, modified, waived, discharged, or terminated except
by an  instrument  in writing  signed by the party or an executive  officer of a
corporate party against whom enforcement of the change,  waiver,  discharge,  or
termination is sought.

         (b)  Governing  Law and  Jurisdiction.  This  Agreement  and the  legal
relations  between the parties  hereto  will be  governed  by and  construed  in
accordance with the laws of the State of New York.

         (c)  Assignment.  This  Agreement  shall inure to the benefit of and be
binding on the successors, assigns, heirs and legal representatives, as the case
may be, of each of the parties  hereto.  No assignment of this  Agreement or any
rights hereunder shall be effective without the written consent of the remaining
parties hereto.

         (d)  Designations  and  Notices.  Any  notices or other  communications
required or  permitted  hereunder,  except as may  otherwise be provided in this
Agreement,  will be deemed given if mailed by  certified  mail,  return  receipt
requested,  postage  prepaid,  to the address set forth in the  recitals to this
Agreement.

         (e) Further  Assurances.  Each of the parties  hereto agrees to execute
such  instruments  and take such further  action,  if any, as may be  reasonably
requested by any other parties hereto in order to assure such  requesting  party
of the rights and benefits intended by this Agreement.

         (f) Severability.  The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other  provisions  hereof,  and
this  Agreement  shall  be  construed  in all  respects  as if such  invalid  or
unenforceable  provisions  were omitted.  In lieu of such illegal,  invalid,  or
unenforceable provision, any court shall be empowered to substitute as a part of
this  Agreement a provision  as similar in terms to such  illegal,  invalid,  or
unenforceable provisions as may be legal, valid and enforceable.

         (g)  Construction.  The  provisions of this  Agreement  shall be deemed
prepared  jointly by the parties hereto with the intent that no provision hereof
is to be strictly  construed  against any party by reason of the  preparation or
negotiation of this Agreement.

         (h) Expenses.  Except as may be otherwise  provided in this  Agreement,
each party hereto shall pay its own  expenses and costs in  connection  with the
preparation of this Agreement and the transactions contemplated hereby.

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<PAGE>



         (i)  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts, each of which will be considered one and the same agreement.

                  If you are in agreement with the foregoing, please sign in the
place indicated below.


                                  WEBIAM, INC.


                                  By: /s/ Steven Maybaum
                                  ----------------------------------------------
                                          Name: Steven Maybaum
                                          Title: Principal/ Secretary


                                  WEBIX INC.


                                  By: /s/ K. Richard B. Niehoff
                                  ----------------------------------------------
                                          Name: K. Richard B. Niehoff
                                          Title:  President


                                  SHAREHOLDERS OF WEBIAM, INC.:


                                  /s/ Robert M. Kaskel
                                  ----------------------------------------------
                                  Robert M. Kaskel, individually


                                  /s/ Eric B. Nissan
                                  ----------------------------------------------
                                  Eric B. Nissan, individually


                                  /s/  Steven Maybaum
                                  ----------------------------------------------
                                  Steven Maybaum, individually


                                  THE X-CHANGE CORPORATION


                                  By: /s/ W. Steven Garrett
                                  ----------------------------------------------
                                          Name: W. Steven Garrett
                                          Title: President