Exhibit 4.6
                                     OPTION AGREEMENT

          AGREEMENT  made and entered into this 28th day of June,  2000,  by and
between  DSI  Datotech  Systems,  Inc.,  a  Vancouver  corporation,  having  its
principal offices at 525 Seymour Street, Suite 712, Vancouver BC, Canada V6B 3H7
("Datotech") and NetFace, LLC, a Connecticut  corporation,  having its principal
offices at 16 Old Mill Road, Greenwich, Connecticut 06830--3345 ("NetFace").




                                               W I T N E S S E T H:
                                               -------------------


          WHEREAS Datotech  represents that it is the developer and the owner of
the right title and interest in and to the Technology  and Existing  Proprietary
Property as hereinafter defined; and

          WHEREAS  NetFace  desires  Datotech  to  disclose  the  details of the
Technology  to  NetFace to permit  NetFace to  evaluate  the  Technology  and to
determine  whether NetFace will exercise the Option granted to NetFace hereunder
and enter into an exclusive  License  Agreement (in the form attached hereto and
made apart hereof as Exhibit A) with Datotech for the  Technology,  all know-how
related to the Technology and the Existing Proprietary Property;

          WHEREAS,  Datotech  wishes  to grant  NetFace  the sole and  exclusive
Option to acquire the exclusive  licensing  rights for the  exploitation  of the
developed Technology for Licensed Items within the Territory through the License
Agreement;

          NOW THEREFORE,  in consideration of the provisions  contained  herein,
and of the payment of the Option Price,  the receipt and sufficiency of which is
hereby acknowledged, the undersigned agree as follows:


                                                     ARTICLE 1

                                                    Definitions

          The  following  terms  used in this  Option  Agreement  shall have the
meanings set forth below:


                                                         1

<PAGE>



           (a) "Agreement" shall mean this Option Agreement, entered into on the
date first above written.

           (b)  "Existing  Proprietary  Property"  shall  mean all  intellectual
property rights in the Technology, including without limitation, (i) any and all
patent applications filed worldwide based upon the Technology, including any and
all continuations, divisions and continuations-in-part thereof, and all patents,
inventor's   certificates,   utility  models  and  the  like  issuing  therefrom
worldwide,  including  any  and  all  re-examinations,  reissues,  renewals  and
extensions  thereof,  (ii) any copyrightable or copyrighted works based upon the
Technology,  including  computer  software  and  computer  programs,  (iii)  any
confidential or proprietary  know-how and information  regarding the Technology,
(iv) any trademarks and trade names  associated with the Technology,  whether or
not  registered,  and (v) all  fixed  representations,  hardware,  hard  copies,
computer--readable  media and other  tangible  implementation  of the Technology
(collectively,   the  "Proprietary   Property"),   patent  rights,   copyrights,
trademarks and trade secret rights.  "Existing  Proprietary Property" shall also
include patent rights in the Technology that are pending as of the date hereof.

           (c) "License  Agreement"  shall mean the License  Agreement  attached
hereto and made apart  hereof as Exhibit A that may be  executed  by the parties
hereto upon the exercise by NetFace of the Option granted to NetFace hereunder.

           (d) "Licensed Items" shall mean the interfaces for personal  computer
games,  console games and Internet  television,  in which the  Technology may be
utilized  pursuant  to  the  execution  by the  parties  herein  of the  License
Agreement.

           (e) "Option"  shall mean the sole and exclusive  Option of NetFace to
acquire,   for  the  Option  Price,  the  exclusive  licensing  rights  for  the
exploitation of the Technology within the Territory through a license agreement.

           (f)  "Option  Period"  shall mean the period  commencing  on the date
hereof and ending  eighteen  months  from the date when a  prototype  reasonably
acceptable to NetFace is made available by Datotech to NetFace.

                                                         2

<PAGE>





          (g) "Option  Price" shall mean the amount of $200,000 US Dollars fully
creditable  towards  any amount  which may be owed to  Datotech  pursuant to the
execution of the License Agreement.

          (h)  "Prototype"  shall mean a device using Datotech  Technology  that
will demonstrate  multi-touch capability as it is applied to playing video games
and  operating  Internet  TV,  utilizing  a PC system for such a  demonstration.
Datotech commits to use its best efforts to make this prototype  available at no
charge to NetFace,  on a top  priority  basis,  within less than six months from
signing and delivery of this Agreement.

          (i) "Technology" shall mean Datotech's proprietary gesture recognition
technology  ("GRT")  system  comprising   multiple-touch   sensors  and  related
hardware,  gesture  recognition  algorithms  and  software,  and user  interface
designs  for  mapping  gestures  to  control  electronic  devices,  as  well  as
alterations,  improvements,  modifications  and  derivatives  to the  Technology
described  herein,  as well as all  related  software,  documentation  and other
materials,  embodying  GRT  theretofore  or  hereafter  created or  developed by
Datotech.

          (j) "Territory" shall mean al major markets worldwide.

          (k) "Third-Party  Licenses" shall mean sub-licenses granted by NetFace
to third  parties  pursuant  to the  license  and  rights  granted to NetFace by
Datotech in accordance with the License Agreement. "Third-Party Licensees" shall
mean those parties to whom  Third-Party  Licenses are granted in accordance with
the License Agreement.

                                                     ARTICLE 2
                                               Datotech Obligations
          2.1 Research and  Development.  Datotech  shall  conduct  research and
development  of  the  Technology  with  the  ultimate  goal  of  developing  the
Technology  and  Existing  Proprietary  Property  for  the  Licensed  Items  and
otherwise   maximize  the  commercial  value  of  the  Technology  and  Existing
Proprietary Property for the Licensed Items.


                                                         3

<PAGE>



          2.2  Disclosure  of  Improvements.  From time to time  throughout  the
duration of this Option, Datotech shall disclose any and all improvements to the
Technology  for Licensed Items to NetFace so as to keep NetFace as current as is
practicable  regarding the Technology.  Datotech shall also disclose any and all
improvements  to the Technology  for Licensed  Items to prospective  Third-Party
Licensees as well as participate in meetings and presentations  with prospective
Third-Party   Licensees  to  demonstrate  the  feasibility  of  integrating  the
Technology  into the Licensed  Items.  Datotech shall cooperate with NetFace and
prospective  Third-Party  Licensees  by  providing,  at no  cost,  all  required
disclosures   and  assistance  in  order  to  demonstrate   the  feasibility  of
integrating the Technology  into the Licensed  Items,  including but not limited
to, hardware and software for demonstrations  and simulations.  Such disclosures
shall be in a form and manner to be agreed upon by the parties on  &case-by-case
basis.  Datotech and NetFace shall each bear their own expenses  resulting  from
such  meetings,  presentations  or any  disclosures  required  pursuant  to this
Section 2.2.

     2.3  Maintenance  of  Existing  Proprietary  Property.  During  the term of
--------------------------------------------   this  Agreement   Datotech  shall
utilize its best efforts to maintain all Existing  Proprietary Property in valid
force and effect.

                                                     ARTICLE 3

                                                NetFace Obligations

     3.1 No  Obligation  to  Exercise  Option.  NetFace  has a genuine  interest
-------------------------------- in commercializing the Technology but shall not
be obligated to exercise the Option granted  hereunder and may refuse to execute
the License Agreement.

          3.2  Confidentiality.  NetFace  shall  have  an  affirmative  duty  of
confidentiality  regarding  all  confidential  information  provided  to  it  by
Datotech  hereunder.  Such  obligation  shall  survive the  termination  of this
Agreement  and the License  Agreement  for a period of two (2) years.  Moreover,
NetFace  acknowledges  and agrees  that,  because of the nature of the  property
rights  involved under this Agreement and the License  Agreement,  any breach of
NetFace's obligations under this Section 3.2 shall cause immediate,  irreparable
injury to Datotech;  therefore,  NetFace agrees and  acknowledges  that Datotech
shall be  entitled,  in addition to its other  rights and remedies at law and in
equity, to seek temporary, preliminary and/or permanent

                                                         4

<PAGE>



injunctions in the event an unauthorized disclosure is made or appears to be
imminent.

                                                     ARTICLE 4

                                                  Grant of option

          4.1  NetFace  Option.  Datotech  hereby  grants  NetFace  the sole and
exclusive  Option,  for the Option  Period to acquire  the  exclusive  rights to
exploit the Technology,  the Existing Proprietary Property,  and any proprietary
property related to the Technology  conceived  pursuant to this Agreement within
the Territory for Licensed Items through an exclusive  license  agreement in the
form attached hereto as Exhibit A.

                                                     ARTICLE 5
                                             Consideration for Option

           5.1 Consideration.  In consideration of the option granted to NetFace
hereunder,  NetFace shall pay Datotech the amount of $200,000 US Dollars,  which
shall be fully  creditable  towards any amounts due  Datotech  under the License
Agreement.  Said  $200,000  US  Dollars  shall be due and  payable  as  follows:
$100,000 US Dollars upon  execution  and delivery of this Option  Agreement  and
$100,000  US Dollars  upon  delivery of a  reasonably  acceptable  Prototype  to
NetFace.  Upon the exercise by NetFace of the Option  granted  hereunder and the
signing of the License  Agreement,  NetFace  shall pay Datotech the amount of $5
Million US Dollars less the above amount of $200,000 US Dollars paid to Datotech
within the terms of this  Agreement,  in addition to the  granting by NetFace to
Datotech a twenty  percent  (20%) Class B Membership  Interest in NetFace;  said
20%interest  may  be  diluted  only  after  a)  an  IPO  for  Netface  has  been
successfully  concluded or b) a period of three years has elapsed  following the
date of execution of the Licensing Agreement,  which ever occurs first. Datotech
shall  acquire  such  Membership  Interest  by  signing  a copy  of the  NetFace
Operating Agreement at the time of execution of the Licensing Agreement, thereby
agreeing to be bound by its provisions.

                                                     ARTICLE 6

                                               Term and termination


     6.1 Term. The term of this Agreement shall be for the duration of the ----

                                                         5

<PAGE>



Option Period unless otherwise terminated as provided herein.

          6.2  Termination.  Any exercise of the right of termination  hereunder
shall not impose any liability  upon the  terminating  party nor waive any other
rights  that the  terminating  party  has or may  have.  This  Agreement  may be
terminated, in whole or in part, at the option of the party having such right as
below  provided,  by written  notice upon the occurrence of any of the following
events:

                   (a)  by  either  party  in  the  event  the  other  party  is
adjudicated bankrupt, or if a receiver or trustee is appointed for such party or
for a substantial  portion of its assets,  or if any  assignment is made for the
benefit of creditors;

                   (b) by Datotech in the event  NetFace  elects not to exercise
the option  granted  hereunder  and not to  proceed  with  negotiations  for the
execution of the License Agreement.


                                                     ARTICLE 7

                                                   Miscellaneous

           7.1     No Third Party Beneficiaries. There shall be no third party
                   ----------------------------
beneficiaries to this Agreement.

           7.2  Assignability.  This Agreement shall not be assignable by either
party in whole or in part  except  upon the  written  and signed  consent of the
other party which shall not be unreasonably withheld.

           7.3 Binding  Effect.  Subject to the  restrictions  on  assignability
contained herein,  this Agreement shall be binding upon and inure to the benefit
of the parties and their respective authorized successors and assigns.

     7.4  Governing  Law.  This  Agreement  shall be governed  by and  construed
------------- in accordance with the laws of British Columbia, Canada.

           7.5     Notices. All notices, requests or consents provided for or
                   -------
permitted under this Agreement must be in writing and must be given either by

                                                         6

<PAGE>



mail  addressed to the  recipient,  postage paid,  registered or certified  mail
return  receipt  requested,  or by  delivering  the writing to the  recipient in
person,  by courier or by  facsimile  transmission.  Such a writing so delivered
shall be effective upon receipt.

           7.6 Headings.  Headings are used in this Agreement for the purpose of
organization  only and do not  constitute  terms  of the  Agreement.  The  words
"herein,"  "hereof  "hereunder"  and other words of similar import refer to this
Agreement  as a whole and not to any  particular  subdivision  unless  otherwise
expressly indicated.

           7.7  Severability.   If  any  provision  of  this  Agreement  or  its
application  to any  person  or  circumstance  shall  be  invalid,  illegal,  or
unenforceable to any extent, the remainder of this Agreement and its application
shall not be affected and shall be enforceable  to the fullest extent  permitted
by law unless the provision held to be illegal,  invalid or  unenforceable is so
fundamental to the sense of this Agreement  that its  illegality,  invalidity or
unenforceability would make the enforceability of the remainder unreasonable.

           7.8 Entire Agreement. This Agreement sets forth the entire, final and
exclusive  agreement  and  understanding  between  the parties as to the subject
matter  hereof  and  supersedes  all  prior  and  contemporaneous  writings  and
discussions between the parties pertaining hereto.

     7.9 No Oral  Modifications.  This  Agreement  may be  amended  or  modified
---------------------  only by a written  instrument  signed by proper  and duly
authorized representatives of both parties.

     7.10  Counterparts.  This  Agreement  may  be  executed  in any  number  of
------------ counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken  together  shall  constitute but
one and the same instrument .




                                                         7

<PAGE>



          In witness whereof the parties hereto have entered into this Agreement
on the date first above written.



DSI DATOTECH SYSTEMS INC.





By: /s/Edward C. Pardiak

Name: EDWARD C. PARDIAK

Title:         CHAIRMAN






NETFACE, LLC




By: /s/ Gerard E. Munera

Name:  GERARD E. MUNERA

Title:         MANAGING PARTNER



                                                         8

<PAGE>



Exhibit A to Option Agreement




                                            EXCLUSIVE LICENSE AGREEMENT


          AGREEMENT  made this  ____ day of  _____,  2001,  by and  between  DSI
Datotech Systems, Inc., a Vancouver corporation, having its principal offices at
525  Seymour  Street,  Suite 712,  Vancouver  BC,  Canada  V6B 3H7  (hereinafter
referred to as the "Licensor" or  "Datotech"),  and NetFace,  LLC, a Connecticut
corporation,  having  its  principal  offices  at 16 Old Mill  Road,  Greenwich,
Connecticut   06830--3345   (hereinafter   referred  to  as  the  "Licensee"  or
"NetFace.")


                                                   WITNESSETH :
                                                   ----------

          WHEREAS, Datotech is the owner of the Technology and Existing
Proprietary Property as hereinafter defined;
          WHEREAS, pursuant to the Option Agreement dated as of June 28th, 2000,
by and  between  Datotech  and NetFace  (the  "Option  Agreement"),  NetFace was
granted the option to enter into an exclusive  license  agreement to acquire the
exclusive rights to exploit the Technology and the Existing Proprietary Property
for Licensed Items within the Territory as hereinafter defined; an
          WHEREAS,  as of the date  hereof,  NetFace  has  exercised  the option
granted to NetFace  pursuant  to the  Option  Agreement  and has paid the Option
Price (as defined in the Option Agreement) to Datotech;
          NOW THEREFORE,  in  consideration  of the mutual  covenants  contained
herein and other good and  valuable  consideration  from each to the other,  the
receipt and sufficiency of which is hereby  acknowledged by both parties,  it is
hereby agreed as follows:


                                                     ARTICLE 1

                                                    Definitions

     1.1  Definitions.  The  following  terms  used  in this  License  Agreement
-----------  (the  "Agreement")  shall have the meanings  set forth  below:  (a)
"Existing  Proprietary  Property" shall mean all intellectual property rights in
the  Technology,   including  without   limitation,   (i)  any  and  all  patent
applications  filed worldwide  based upon the Technology,  including any and all
continuations,  divisions and  continuations-in-part  thereof,  and all patents,
inventor's   certificates,   utility  models  and  the  like  issuing  therefrom
worldwide,  including  any  and  all  re-examinations,  reissues,  renewals  and
extensions  thereof,  (ii) any copyrightable or copyrighted works based upon the
Technology,  including  computer  software  and  computer  programs,  (iii)  any
confidential or proprietary know-how and information regarding the Technology,

                                                         1

<PAGE>



(iv) any trademarks and trade names  associated with the  Technology, whether or
not  registered,  and (v) all  fixed  representations,  hard  copies,  hardware,
computer-readable  media and other  tangible  implementation  of the  Technology
(collectively,   the  "Proprietary   Property"),   patent  rights,   copyrights,
trademarks and trade secret rights.  "Existing  Proprietary Property" shall also
include patent rights in the Technology that are pending as of the date hereof.

     (b) "License  Agreement"  shall mean this License  Agreement by and between
Datotech, as Licensor, and NetFace, as Licensee.

                   (c)  "Licensed  Items" shall mean the  interface for personal
computer games, console games and Internet  Television,  in which the technology
might be  utilized  pursuant  to the  execution  by the  parties  herein of this
License Agreement.

     (d) "Option  Agreement"  has the  meaning  set forth in the second  recital
hereof.

          (e)  "purchase  Price"  shall mean $5  Million  US dollars  payable by
NetFace to Datotech upon the signing of this Agreement, less the above amount of
$200,000 US Dollars paid to Datotech  within the terms of the Option  Agreement,
in addition to the granting by NetFace to Datotech a twenty  percent (20%) Class
B Membership Interest in NetFace;  said 20%interest may be diluted only after a)
an IPO for Netface has been successfully concluded or b) a period of three years
has elapsed  following the date of execution of the Licensing  Agreement,  which
ever occurs first.  Datotech shall acquire such Membership Interest by signing a
copy  of the  NetFace  Operating  Agreement  at the  time  of  execution  of the
Licensing Agreement, thereby agreeing to be bound by its provisions.

                     (f) "Technology" shall mean Datotech's  proprietary gesture
           recognition  technology  ("GRT")  system  comprising   multiple-touch
           sensors and related  hardware,  gesture  recognition  algorithms  and
           software,  and user interface designs for mapping gestures to control
           electronic   devices,   as   well   as   alterations,   improvements,
           modifications  and derivatives to the Technology  described herein as
           well as all  related  software,  documentation  and other  materials,
           embodying  GRT  heretofore  or  hereafter  created  or  developed  by
           Datotech.
           (g)     "Territory" shall mean all major markets worldwide.

     (h) "Third-Party  Licenses" shall mean sub--licenses  granted by NetFace to
third parties pursuant to the licenses and rights granted to NetFace by Datotech
in accordance with this  Agreement.  "Third--Party  Licensees"  shall mean those
parties to whom Third--Party Licensees are granted pursuant hereto.


                                                     ARTICLE 2

                                                   License Grant


     2.1  License  to  Exercise  Rights.  In  consideration  of the  payment  to
--------------------------

                                                         2

<PAGE>



Datotech of the Purchase Price, Datotech hereby grants to NetFace the perpetual,
royalty-free,   sole  and  exclusive   divisible  and   assignable   license  to
commercially  exploit the  Technology and the rights  constituting  the Existing
Proprietary  Property  for  the  Licensed  Items  subject  to all of the  terms,
conditions  and  restrictions  contained in this  Agreement.  The rights granted
hereunder include, without limitation, the marketing, use, sale and distribution
of the Technology and the rights constituting the Existing  proprietary Property
for Licensed Items.
          2.2 Authority to Sublicense.  Subject to all of the terms,  conditions
and restrictions contained herein,  Datotech hereby grants NetFace the authority
to  sublicense  the  exercise  of the rights  specified  in  Section  2.1 above.
Datotech  will  play  an  active  role  in  all  negotiations  for  sublicensing
agreements.

     2.3.  Reservations.  Datotech  retains  all  rights  except  those  granted
------------  above in sections 2.1 and 2.2.  Without limiting the generality of
the  foregoing  sentence,  Datotech  retains  title  to the  Technology  and the
Existing Proprietary Property.


                                                     ARTICLE 3

                                                   Improvements


          3.1  Datotech  Improvements.  NetFace  acknowledges  and  agrees  that
Datotech shall retain  exclusive  ownership of any and all  improvements  to the
Technology  during the term of this Agreement as well as after this Agreement is
terminated regardless of the cause or method of termination.
          3.2  NetFace  Improvements.  Datotech  acknowledges  and  agrees  that
NetFace  shall  retain  ownership of any and all  improvements  made by Netface.
Datotech  also  acknowledges  and agrees that  NetFace  shall  retain  exclusive
ownership  of  such  improvements   after  the  termination  of  this  Agreement
regardless of the cause or method of termination.


                                                     ARTICLE 4
                                          NetFace Rights and Obligations

           4.1  Confidentiality  of Disclosures  to Third  Parties.  NetFace may
disclose any portion of the Technology,  the Existing Proprietary Property,  and
the improvements to a third party only pursuant to a written  agreement  between
NetFace and any third-party,  approved by Datotech,  obligating such third party
to secrecy  regarding  the  disclosure.  NetFace  acknowledges  and agrees that,
because of the nature of the property  rights  involved in this  Agreement,  any
breach of NetFace's  obligations  under this Section 4.1 shall cause  immediate,
irreparable injury to Datotech;  therefore, NetFace agrees and acknowledges that
Datotech shall be entitled,  in addition to its other rights and remedies at law
and in equity, to seek temporary,  preliminary  and/or permanent  injunctions in
the event an unauthorized disclosure is made or appears to be

                                                         3

<PAGE>



imminent. NetFace's duty of confidentiality shall survive the termination of
this Agreement regardless of the cause or method of termination.
          4.2  Disclosure of  Improvements.  From time to time,  throughout  the
duration  of this  Agreement,  Datotech  shall  be  affirmatively  obligated  to
disclose the nature of any and all  improvements  to the Technology for Licensed
Items to NetFace so as to keep  NetFace as current as is  practicable  regarding
the  Technology.  Datotech shall also disclose any and all  improvements  to the
Technology for Licensed Items to  prospective  Third-Party  Licensees as well as
participate in meetings and presentations with prospective Third-Party Licensees
to assist in the integration of the Technology into the Licensed Items. Datotech
shall  cooperate  with  NetFace  and  prospective  Third--  Party  Licensees  by
providing,  at no cost,  all required  disclosures  and  assistance  in order to
integrate the Technology into the Licensed Items,  including but not limited to,
hardware and  software  for  demonstrations  and  simulations.  The form of such
disclosures  shall be  decided  by mutual  agreement  between  the  parties on a
case--by-case  basis.  Datotech  and NetFace  shall each bear their own expenses
resulting from such meetings, presentations or any disclosures required pursuant
to this  Section  4.2. The costs of any  subsequent  development  by Datotech at
NetFace request of any hardware and software for a specific application shall be
borne by NetFace.
          4.3 Reporting. NetFace shall provide to Datotech written reports on an
annual basis, no later than March lst of the subsequent year. Such reports shall
detail NetFace's  exploitation,  licensing and sublicensing activities and shall
include a report of all related revenues  received and expenses incurred for the
same quarter. Such reports shall also (a) detail NetFace's intellectual property
protection  activities and expenses under Section 6.1 hereof for the immediately
preceding quarter; (b) include a status report on the condition of all worldwide
intellectual property rights related to the Technology; and (c) include a report
of all strategy and planning for intellectual property protection activities for
the upcoming quarter.


                                                     ARTICLE 5

                                          Datotech Rights and Obligations


          5.1 Rights to Licensed Items Technology Datotech represents,  warrants
and covenants  that Datotech is the owner of the Existing  proprietary  Property
and has the exclusive  right and license for the use of the Technology  together
with the right to  sub-license to others,  manufacture,  distribute and sell the
Technology in connection  with the Licensed  Items.  Datotech  shall provide all
disclosures and assistance to NetFace and Third--Party Licensees, at no cost, in
order to integrate the Technology into the licensed Items.
          5.2  Rights of first  refusal  for other  items  and/or  technologies.
Datotech hereby grants to NetFace upon the signing of this Licensing  Agreement,
a sixty (60) day right of first  refusal  for the  licensing  of any item and/or
technology  not included in the present  agreement and that Datotech  intends to
license to a third party, with the exception of "banking and

                                                         4

<PAGE>



financial  transactions"  . If  NetFace  does not  exercise  its  right of first
refusal  within  sixty (60) days of written  notice to  Datotech of the terms on
which it proposes to license such item and/or  technology to a third party,  and
if Datotech then  licenses  such item and/or  technology to a third party on the
terms  offered to NetFace  within six (6) months of the  expiration of NetFace's
right of first  refusal,  then  NetFace  shall have no right to this item and/or
technology  and/or any related technical  information,  know how, trade secrets,
proprietary business information, engineering information, invention, results of
experiments, testing and/or prototypes.


                                                     ARTICLE 6

                                    Protection of Intellectual Property Rights


         6.1  Authorization  to  NetFace  to  File  for  Intellectual   Property
Protection In the Territory.  Subject to the provisions of Section 2.3,  Article
4,  Section  6.4,  Section 7.1 hereof and all of the other terms and  conditions
contained herein, NetFace shall have the authority but not the obligation,  with
the consent of Datotech,  to take actions in the Territory on behalf of Datotech
such as filing patent  applications and seeking  registrations of copyrights for
the purpose of securing and protecting intellectual property rights for Datotech
in the Technology and the improvements  thereto.  The authority  granted in this
Section 6.1 may not be assigned,  delegated or  sublicensed.  NetFace shall bear
the  expense of all of its  activities  under this  Section  6.1  including  the
payment of attorney fees,  patent issuance and maintenance  fees,  copyright and
trademark   registration   fees  and  other  similar  fees  and  expenses  where
applicable.
          6.2 Actions Not Taken by NetFace.  In the event Datotech,  in its sole
discretion,  deems it necessary  or  beneficial  to take a specific  action that
NetFace has not taken  somewhere in the  Territory to protect or maintain any or
all of the intellectual  property rights discussed in Section 6.1 hereof, it may
notify NetFace of its intention in writing. Upon receipt of such notice, NetFace
shall respond to Datotech within fifteen (15) calendar days  indicating  whether
NetFace chooses to take the action requested. If NetFace fails to respond within
such time  period,  or if NetFace  responds  indicating  that it chooses  not to
undertake the requested action,  then in that event Datotech may take the action
independently,  bearing the cost of the action.  In such case, the  intellectual
property right or rights resulting from or saved by Datotech's  action,  if any,
shall  automatically  cease to be within the scope of the license rights granted
to NetFace in Sections 2.1 and 2~2 hereof.
          6.3 Assistance and  cooperation in Protecting  Intellectual  Property.
Both parties,  including their  employees and affiliates,  shall be obligated to
assist and cooperate with each other in securing the legal protection of any and
all intellectual property rights under Sections 6.1 and 6.2 above.

     6.4 Acts or  Omissions  Harmful to  Intellectual  Property.  NetFace  shall
--------------------------------------------------  take no action, nor shall it
omit to take any action,  if the effect of such act or omission would be to harm
any or all of Datotech's then-existing

                                                         5

<PAGE>



intellectual property rights.

                                                     ARTICLE 7

                                                    Disclaimers


          7.1 No Representations  Regarding Technology or Intellectual Property.
Datotech makes no representations about and disclaims all warranties, express or
implied,  about the  Technology,  the  Existing  Proprietary  Property,  and any
improvements thereto. Without limiting the generality of the foregoing, Datotech
disclaims any express or implied warranties regarding the following:

     (a) the fitness, usefulness, efficiency or profitability of the Technology,
the Existing Proprietary Property, the improvements thereto or any of the rights
granted herein;

     (b) the validity or scope of any intellectual property rights; and

                   (c) that  anything  made,  used or sold based on or  deriving
from the  Technology  or any of the  rights  licensed  herein  will be free from
infringement of third party rights.


                                                     ARTICLE 9

     Tern; Termination for Cause and Survival of Certain Provisions


          8.1 Term. The term of this Agreement shall commence on the date hereof
and shall continue  indefinitely unless terminated pursuant to the provisions of
this Agreement.
          8.2  Termination  for  Cause.  Upon a breach by  NetFace of any of its
obligations  hereunder,  Datotech may terminate  this  Agreement upon sixty (60)
calendar  days  advance  written  notice to NetFace  describing  the grounds for
termination;  however,  such termination shall not occur if NetFace conclusively
demonstrates  to  Datotech's  satisfaction  before  the end of such  sixty  (60)
calendar days that the breach has been cured.
          8.3 Survival  The rights and  obligations  contained in the  following
Sections shall survive termination of this Agreement regardless of the method or
timing of its termination: 2.3, 3.1, 3.2, 4.1, 6.3, and 7.1.
          8.4 Return of Existing Proprietary  Property.  If this Agreement shall
be terminated,  NetFace shall return to Datotech all technical data,  know--how,
confidential  information  and trade  secrets so far as any of them  consists of
written  materials,  prints and other  tangible  items which either bear a stamp
"confidential"  or "confidential  information"  thereon or are designated in any
other  way  by  Datotech,   whether  orally  or  in  writing,   as  confidential
information.  For purposes of this Agreement,  all Technology as utilized in the
Licensed Items shall be classified as confidential information.


                                                     ARTICLE 9

                                                         6

<PAGE>



                                                   Miscellaneous


          9.1  Assignability.  This Agreement  shall not be assignable by either
party in whole or in part  except  upon the  written  and signed  consent of the
other party, which shall not be unreasonably withheld.
          9.2      Binding Effect. Subject to the restrictions on assignability
                   --------------
contained herein, this Agreement is binding on and inure to the benefit of the
parties and their respective authorized successors and assigns.
          9.3      Further Assurances. NetFace agrees to execute and deliver any
                   ------------------
additional documents and instruments and perform any additional acts that may
be necessary or appropriate to comply with its obligations hereunder.
           9.4 Governing Law. This Agreement  shall be governed by and construed
in accordance with the laws of the Province of British Columbia and of Canada as
to all matters of interpretation,  performance, remedies and enforceability. The
parties  hereto hereby  irrevocably  submit to the  jurisdiction  of the Supreme
Court of British Columbia,  Canada, over any action or proceeding arising out of
or relating to this  Agreement and hereby  irrevocably  agree that all claims in
respect to any action or proceeding  may be heard and determined in such Supreme
Court.  The  parties  hereto  irrevocably  consent to the service of any and all
process in any such action or processing  by the  certified  mailing with return
receipt of copies of such process to their address  specified in this Agreement.
The parties  hereto agree that a final judgment in any such action or proceeding
shall be conclusive and nay be enforced in any other jurisdiction by suit on the
judgment or any other  manner  provided by law.  The  parties  hereto  waive any
objection to venue in such state and any objection to an action or proceeding in
such state on the basis of forum non convenience.
           9.5  Notice.  All  notices,  requests  or  consents  provided  for or
permitted  under this  Agreement  must be in writing and must be given either by
sending  the  writing in the mail  addressed  to the  recipient,  postage  paid,
registered or certified mail, return receipt requested, which shall be effective
upon  receipt,  or by  delivering  the writing to the  recipient  in person,  by
courier or by facsimile transmission to the address specified below:
If to the Licensor:

                             DSI Datotech Systems, Inc.,
                             525 Seymour Street, Suite 712,
                             Vancouver BC, Canada V6B 3H7
                             Attention:  ________________, Chairman

With a copy to:

   If to the Licensee:

                             NetFace, LLC
                             16 Old Mill Road
                             Greenwich, Connecticut 06830--3345
                             Attention:  Gerard E. Munera

                                                         7

<PAGE>




With a copy to:

                             David I. Faust, Esq.
                             Faust Rabbach & Oppenheim, LLP
                               488 Madison Avenue
                            New York, New York 10022


          9.6 Headings and Certain  Words.  Headings are used in this  Agreement
for  the  purpose  of  organization  only  and do not  constitute  terms  of the
Agreement.  The words "herein," "hereof," "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular  subdivision
unless otherwise expressly indicated.
          9.7   Severability.   If  any  provision  of  this  Agreement  or  its
application  to any  person  or  circumstance  shall  be  invalid,  illegal,  or
unenforceable to any extent, the remainder of this Agreement and its application
shall not be affected and shall be enforceable  to the fullest extent  permitted
by law unless the provision held to be illegal,  invalid or  unenforceable is so
fundamental to the sense of this Agreement  that its  illegality,  invalidity or
unenforceability would make the enforceability of the remainder unreasonable.
            9.8 Entire  Agreement.  This Agreement sets forth the entire,  final
and exclusive agreement and understanding  between the parties as to the subject
matter  hereof  and  supersedes  all  prior  and  contemporaneous  writings  and
discussions between the parties pertaining hereto.

     9.9 No  Oral  Modification.  This  Agreement  may be  amended  or  modified
--------------------  only by a written  instrument  signed  by proper  and duly
authorized representatives of both parties.

          9.10  Counterparts.  This  Agreement  may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken  together  shall  constitute  but one and the
same instrument.


          In witness whereof,  the parties have caused this Agreement to be duly
executed on the date first set forth above.


                                                         8

<PAGE>


         NETFACE, LLC                            DATOTECH SYSTEMS INC.

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

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


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