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                                                                   EXHIBIT 10(i)

                      EXCLUSIVE SOFTWARE LICENSE AGREEMENT


This Agreement made the 15th day of March 1999.


BETWEEN:

                             BRUCE D. JOHNSON
                             an individual
                             (The "Licensor")

AND:

                             KEYSTONE VENTURES, INC.
                             a Corporation incorporated in the
                             State of Nevada
                             (The "Licensee")


WHEREAS:

This Software License Agreement (the Agreement) is made and entered into this
15th day of March, 1999 (the Effective Date) by and between Bruce D. Johnson
(licensor) and Keystone Ventures, Inc., a Nevada corporation (Licensee).


                                   1. RECITAL

        Whereas Licensor is the owner of, or has acquired the rights to, the
Licensed Programs and Documentation to "firewall" systems security software (the
"Software or Programs or Products"); and

        Whereas Licensor desires to grant to Licensee and Licensee desires to
obtain from Licensor a exclusive license to use the Licensed Programs and
Documentation solely in accordance with the terms and on the conditions set
forth in this Agreement;

        This Agreement is entered in contemplation of the following facts,
circumstances and representations:

1.1     The parties desire to enter into an agreement whereby Licensor will
        provide Programs and Documentation so that Licensee may to use, modify,
        make derivations, market and sell the Licensed Programs and Licensed
        Documentation during the License term.

1.2     It is the intention of the parties that Bruce Johnson ("Johnson") shall
        be responsible for the program marketing and technical support for the
        duration of the contract.

1.3     Licensee agrees to provide Licensor with certain funding for the License
        and technical support and as more specifically set forth herein.

1.4     Licensee agrees to the terms and conditions as more specifically set
        forth herein.



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1.5     The parties desire that all derivations of Licensor's copyrights that
        are developed by Licensee shall be the property of Licensor with
        Licensee being granted a limited license for its use pursuant to the
        terms of this Agreement.

1.6     The parties agree that new invention(s), copyright(s) and trade
        secret(s) that are developed with from the Licensed Programs which are
        not derivations of third party invention(s), copyright(s) or trade
        secret(s) will be owned by Licensor with Licensee being granted a
        limited license for its use pursuant to the terms of this Agreement with
        Licensor to be the owner of the invention(s), copyright(s) and/or trade
        secret(s).


NOW THEREFORE, in consideration of the premises and mutual promises, terms and
conditions and other good and valuable considerations, the parties do hereby
agree as follows:


                                 2. DEFINITIONS

2.1     "Designated System" shall mean a computer system under the physical and
        managerial control of the Licensee consisting of two or more processors
        locally interconnected by inter- processor bus cabling.

2.2     "Documentation" shall mean all specifications, manuals, documents,
        drawings, and other tangible materials pertaining to the Licensed
        Programs.

2.3.    "Modification" shall mean any changes, enhancements or modification to
        the Licensed Programs (other than Error Corrections) made by Licensee
        that add significant new functions or substantially improved performance
        by changes in system design or coding and related Documentation.

2.4     "Error" shall mean any failure of the Licensed Programs to conform in
        all material respects as represented, as the same may be amended or
        supplemented from time to time.

2.5     "Error Correction" shall mean either a software modification or addition
        that, when made or added to the Licensed Programs, or a procedure or
        routine that, when observed in the regular operation of the Licensed
        Programs, eliminates the practical adverse effect of an Error on the use
        of the licensed Programs.

2.6.    "Licensed Programs" shall mean the computer programs for the purpose of
        firewall systems security software, which programs are to be supplied to
        Licensee in object code form only. For purposes of the Agreement,
        Licensed Programs shall also include any Enhancements or Error
        Corrections to the computer programs that Licensor may from time to time
        furnish to Licensee pursuant to this Agreement.

2.7     "Release" shall mean a new version of any of the Licensed Programs that
        Licensor markets independently of the Licensed Programs and which
        constitutes the next generation of the Licensed Programs.

2.8     "Confidential Information": shall mean that part of the Technical
        Information, whether written or oral which is:

        2.8.1   not publicly known, and



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        2.8.2   annotated as "confidential" or "proprietary." Any information
                which is not annotated as "confidential" or "proprietary" shall
                be deemed to be in the public domain. In addition, "Confidential
                Information" shall include information disclosed by either party
                to the other party in accordance with (Modifications and/or
                Improvements of Products);


                               3. GRANT OF RIGHTS

3.1     Licensor hereby grants, and Licensee hereby accepts, subject to the
        terms and conditions of this Agreement, an exclusive, license to use,
        modify, market and sell the Licensed Programs and Licensed Documentation
        during the License term (unless sooner terminated in accordance
        herewith), and to copy the Licensed Programs and/or documentation solely
        for the purposes expressly authorized under this paragraph and Section 4
        of this Agreement. In addition, Licensor hereby grants to Licensee the
        right to use the Documentation only in connection with the use of the
        Licensed Programs as allowed hereunder. No right to use, copy, display,
        or print the Licensed Programs or Documentation, in whole or in part, is
        granted, except as expressly provided in this Agreement.


               4. LICENSOR'S WARRANTIES AND REPRESENTATIONS; TITLE

4.1     Licensor warrants and represents that it is the owner or licensee of the
        Licensed Programs and Documentation, that it has the right and authority
        to convey and grant the licenses set forth herein, and that Licensee's
        use of the Licensed Programs as contemplated in this Agreement will not
        infringe any party's proprietary rights in the United States. Licensee
        acknowledges that all copies of the Licensed Programs and Documentation
        and proprietary rights in and appurtenant thereto, including but not
        limited to copyright, patent, and trade secret rights, are and shall
        remain the sole property of Licensor, subject to the limited rights of
        use specifically granted Licensee hereunder.


                             5. TERMS AND CONDITIONS

5.1     Licensee will not copy all or any portion of the Licensed Programs other
        than as expressly allowed herein.

5.2     Licensee is authorized to use, copy, display, or print the Licensed
        Documentation, in whole or in part, as is reasonably needed to
        accomplish the stated purpose of this Agreement, to use, modify, market
        and sell the Licensed Programs and Licensed Documentation during the
        License term.

5.3     Licensee is authorized to use, copy, display, or print the Licensed
        Programs, in whole or in part, as is reasonably needed to accomplish the
        stated purpose of this Agreement, to use, modify, market and sell the
        Licensed Programs and Licensed Documentation during the License term.

5.4     Any copy made by Licensee shall be made only for the uses intended
        pursuant to this Agreement, notwithstanding and provisions of Section
        117 of the Copyright Act.

5.5     Licensee will not transfer or license the use of all or any portion of
        the Licensed Programs



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        to any third party or entity.

5.6     Licensee agrees to respect and not to remove, obliterate, or cancel from
        view any copyright, trademark, or confidentiality notice, mark, or
        legend appearing on any of the Licensed Programs or output generated by
        the Licensed Programs.

5.7     Licensee agrees not to modify, disassemble, or de-compile the Licensed
        Programs, or any portion thereof, or attempt to subvert the process by
        which the Licensed Programs are made operative only on the Designated
        Systems, if any.

5.8     Licensee hereby acknowledges and agrees that the Licensed Programs and
        Documentation constitute and contain valuable proprietary products and
        trade secrets of Licensor, embodying substantial creative efforts and
        confidential information, ideas, and expressions. Accordingly, Licensee
        agrees to treat (and take precautions to ensure that its employees
        treat) the Licensed Programs as confidential in accordance with the
        confidentiality requirements and conditions set forth in Section 10
        below.

5.9     Licensor shall require invention/copyright assignment agreements, in
        favor of Licensor, be executed by all Licensee personnel who work on the
        Licensed Programs

5.10    Licensee shall provide Licensor with satisfactory confidentially
        agreements executed by all Licensee personnel assigned to work with the
        Licensed programs, or those to whom the program will disclosed.

5.11    Licensee shall maintain accurate and complete records of the work
        accomplished under the Agreement. Such records shall include, but not be
        limited to: notebooks of activities of individual research personnel,
        computer programs and files, internal memos and correspondence, record
        books, accounts receivable and accounts payable. Such records, or copies
        thereof, shall be available to Licensor in full without any limitations,
        editing, or other restrictions or qualifications, upon reasonable
        written demand.


                                     6. TERM

6.1     The term of the license granted by Licensor is for a period of ten (10)
        years with automatic renewal each year thereafter, subject to written
        notification, sixty (60) days in advance to the renewal, by both parties
        of the undersigned, and commencing on the Effective Date of this
        Agreement (the initial License Term), unless sooner terminated in
        accordance herewith. The initial License Term and all Renewal Terms are
        collectively referred to herein as the License Term.

6.2     Termination for Cause. This Agreement may be terminated by a party of
        the undersigned, by serving written notice of termination to the other
        party, which shall become immediately effective upon the documented
        receipt of such notice of termination, after the occurrence of any of
        the following events, unless a mutual remedy is reached, by both parties
        of the undersigned in writing, to obviate the termination, within ninety
        (90) days from the date of receipt of the notice by a served party:

        6.2.1   A material breach or default as to any obligation, specified
                hereunder, by the Licensee or the Licensor, and the failure of
                the notified party to promptly pursue a reasonable remedy to
                cure such material breach or default; or



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        6.2.2   Termination on Acquisition. In the event of the direct or
                indirect taking over or assumption of control of Licensee or
                acquisition of all or substantially all of Licensee's assets by
                any third party, Licensor shall have the right to immediately
                terminate this Agreement at any time thereafter on giving
                written notice thereof to Licensee or its successor in interest.

        6.2.3   The filing of a petition in bankruptcy, insolvency or
                reorganization by the Licensee or the Licensor, or the Licensee
                or Licensor becoming the subject to a composition for creditors,
                whether by law or agreement, or the Licensee or the Licensor
                going into receivership or otherwise becoming insolvent; or

        6.2.4   In the event of liquidation, caused by insolvency, the Licensor
                and the Licensee hereunder agree to give the first right of
                refusal to acquire the liquidation properties of the other,
                subject to the rulings of the court on this matter.

6.3     After Termination or Expiry. The parties hereto agree to the following
        conditions, once this Agreement is terminated or expires:

        6.3.1   Terminate Usage of Products and Properties by Licensee. Licensee
                shall cease any use or practice of the Licensed Products and
                other products involving the Properties; and upon termination or
                expiration of this Agreement, all sub-licenses granted by
                Licensee during the term of this Agreement shall terminate.
                Licensee shall, at its own expense, return to Licensor all
                Confidential Information as soon as practicable after the date
                of such termination, including original documents, drawings,
                computer diskettes, models, samples, notes, reports, notebooks,
                letters, manuals, prints, memoranda and any copies which have
                been received by Licensee. All such Confidential Information
                shall remain the exclusive property of Licensor during the term
                of this Agreement and for five (5) years thereafter.

        6.3.2   Payment Obligations for Unpaid Consideration to Licensor. Upon
                termination of this Agreement, nothing shall be construed to
                release Licensee from its obligations to pay Licensor any and
                all royalties or other accrued but unpaid considerations due
                Licensor, incurred prior to the date of such termination or
                expiration.

                              7. FEES AND CHARGES

7.1     License Fee. In consideration of the licensed rights granted pursuant to
        Section 2 above, Licensee shall pay with respect to the initial License
        Term the amount of five thousand shares of common stock (5,000) fully
        paid and non assessable shares of the Licensees' Common stock with
        restrictions on sale.


                               8. LIMITED WARRANTY

8.1     Licensor's Warranty Obligations. Licensor warrants, for the sole benefit
        of Licensee, that, for a period of sixty (60) days after Acceptance, the
        Licensed Programs shall conform in all material respects to the
        acceptance Criteria and that during such period Licensor, at its own
        expense, shall, on receipt of notice from Licensee, exercise
        commercially reasonable efforts to implement appropriate Error
        Corrections to the Licensed Programs. Notwithstanding the foregoing,
        Licensor shall be relieved from any such obligation if Licensee fails to
        give Licensor prompt written notice of any Error claimed hereunder on



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        Licensee's first observation of such Error and such delay causes further
        degradation to the functions of the Licensed Programs. Warranty service
        performed in accordance with this Section 8 shall be performed during
        normal weekday business hours, excluding Licensor holidays. With respect
        to a reported Error that results or will result in significant
        interruption of Licensee's productivity or down time (Business-Impacting
        Failures), Licensor shall begin Error Correction procedures within
        twenty-four (24) hours of such report. With respect to reported Errors
        that do not constitute Business-Impacting Failures, Licensor shall begin
        Error Correction procedures no later than seventy-two (72) hours after
        such report. Licensor's sole and exclusive obligation under the
        foregoing warranty shall be to exercise commercially reasonable efforts
        to implement appropriate Error Corrections in response to Licensee's
        notification of Errors.

8.2     Warranty Limitation. Notwithstanding the warranty provisions set forth
        in Section 8.1 above, all of Licensor's obligations with respect to such
        warranties shall be contingent on Licensee's use of the Licensed
        Programs in accordance with Licensor's instructions as provided by
        Licensor in the Documentation or otherwise, and as may be amended,
        supplemented, or modified by Licensor from time to time. Licensor shall
        have no warranty obligations with respect to any portion of the Licensed
        Programs which has been:

        8.2.1   Operated by Licensee in a manner inconsistent with requirements
                set forth in the Documentation or under the provisions of this
                Agreement or that has been modified by any party other than
                Licensor;

        8.2.2   Damaged in any manner and by any cause other than the act or
                omission of Licensor;

        8.2.3   Operated or maintained in environmental conditions outside the
                parameters designated by Licensor in the Documentation or
                elsewhere;

        8.2.4   Subjected to extreme power surge or electromagnetic field; or

        8.2.5   Moved from the Designated Site without the prior written consent
                of Licensor.

8.3     Disclaimer of Warranties

        LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE LICENSED
        PROGRAMS WILL BE CORRECTED. THE WARRANTIES STATED IN SECTION 8 ARE THE
        SOLE AND EXCLUSIVE WARRANTIES OFFERED BY LICENSOR. THERE ARE NO OTHER
        WARRANTIES RESPECTING THE LICENSED PROGRAMS OR SERVICES PROVIDED
        HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
        WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
        PURPOSE, EVEN IF LICENSOR HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF
        LICENSOR IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF
        LICENSOR AS SET FORTH HEREIN.

8.4     Limitation of Liability and Remedy

        LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSE FEES WHICH LICENSOR IS
        CHARGING HEREUNDER DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY
        LICENSOR OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES
        WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE LICENSED
        PROGRAMS. ACCORDINGLY, LICENSEE AGREES THAT



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        LICENSOR SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT,
        DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING
        OUT OF THE LICENSING OR USE OF THE LICENSED PROGRAMS; PROVIDED THAT
        LICENSOR SHALL BE RESPONSIBLE FOR SUCH COSTS AND EXPENSES ARISING IN
        CONNECTION WITH ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF THIRD PARTY
        PROPRIETARY RIGHTS.

8.5     Except to the extent caused by Licensor's gross negligence or
        intentional misconduct, (a) Licensor's liability to Licensee under any
        provision of this Agreement except Section 9 (Indemnification), or any
        transaction contemplated by this Agreement, shall be limited to one
        hundred percent (100%) of the amount having then actually been paid by
        Licensee to Licensor under Section 7 (Fees), and (b) Licensor's
        indemnity liability (but not its obligation to defend) under section 9
        shall be limited to two hundred percent (200%) of said amounts paid
        under Section 7. Except where the limitation does not apply as described
        above, (a) Licensor's limitation of liability is cumulative with all
        Licensor's applicable expenditures being aggregated to determine
        satisfaction of the limit, and (b) Licensee releases Licensor from all
        obligations, liability, claims, or demands relating to the Licensed
        Programs and Documentation and this Agreement in excess of the
        limitation provided for in this Section 8. The parties acknowledge that
        the limitations set forth in this Section 8 are integral to the amount
        of fees levied in connection with the license of the Licensed Programs
        and Documentation and the services rendered hereunder and that, were
        Licensor to assume any further liability other than as set forth herein,
        such fees would of necessity be set substantially higher. For purposes
        of this Section 8, "Licensor's willful breach of this Agreement" means
        the failure or refusal of Licensor to perform its obligation(s) under
        this Agreement, notwithstanding the ability to do so.


                               9. INDEMNIFICATION

9.1     Licensor agrees to indemnify, hold harmless, and defend Licensee from
        and against any and all damages, costs, and expenses, including
        reasonable attorneys' fees, incurred in connection with a claim which,
        if true, would constitute a breach of Licensor's warranty of title set
        forth under Section 4 hereof (hereinafter Infringement Claims), provided
        Licensor is notified promptly in writing of an Infringement Claim and
        has sole control over its defense or settlement, and Licensee provides
        reasonable assistance (at Licensor's expense and reasonable request) in
        the defense of the same.

9.2     Following notice of an Infringement Claim, Licensor may at its expense,
        without obligation to do so, procure for Licensee the right to continue
        to use the allegedly infringing Documentation and/or Licensed Programs,
        or any portion thereof (hereinafter the Product) or, without obligation
        to do so, may replace or modify the Product, or any portion thereof, to
        make it not infringing. If Licensor elects to replace or modify the
        Product, or any portion thereof, such replacement shall meet
        substantially the specifications as provided or referenced in the
        acceptance Criteria, or the functional specifications for any subsequent
        release of the product which Licensee has obtained pursuant hereto.

9.3     Licensor shall have no liability for any Infringement Claim based on
        Licensee's:

        9.3.1   use of the Product in a manner exceeding the scope of rights
                granted to Licensee under this Agreement;

        9.3.2   use of the Product in any manner inconsistent with the terms and
                conditions of this



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                Agreement;

        9.3.3   use of the Product after Licensor's written reasonable notice
                that Licensee should cease use of the Product due to an
                Infringement claim;

        9.3.4   combination of the Product with a non-Licensor program or data
                if such Infringement Claim would have been avoided had such
                combination not occurred;

        9.3.5   use of the Product outside the geographical boundaries of the
                United States (including Puerto Rico); or

        9.3.6   use of other than the latest version of the Product, if such
                infringement could have been avoided by use of the latest
                version and such latest version has been made reasonably
                available to Licensee.

        Licensee hereby releases and discharges Licensor from any and all
        Infringement Claims arising under this Section 9.3, and Licensee agrees
        to indemnify and defend Licensor from and against all damages, costs,
        and expenses, including reasonable attorneys' fees, provided that such
        indemnity obligation shall not supersede, replace, limit, or relieve any
        other obligations Licensor may have with respect to said Infringement
        Claim.


                               10. CONFIDENTIALITY

10.1    From time to time, Licensor or Licensee may find it necessary to provide
        to the other party certain confidential information that the disclosing
        party considers to be proprietary. Such information shall be identified
        in writing as confidential by the disclosing party before disclosure to
        the recipient (Confidential Information). For a period of five (5) years
        from the Effective Date, each party agrees to keep confidential all
        Confidential Information disclosed to it by the other party in
        accordance herewith, and to protect the confidentiality thereof in the
        same manner it protects the confidentiality of similar information and
        data of its own (at all times exercising at least a reasonable degree of
        care in the protection of Confidential Information); provided, however,
        that neither party shall have any such obligation with respect to use or
        disclosure to others not parties to this Agreement of such Confidential
        Information as can be established to:

        10.1.1  have been known publicly;

        10.1.2  have been known generally in the industry before communication
                by the disclosing party to the recipient;

        10.1.3  have been developed independently by the recipient;

        10.1.4  have become publicly, without fault on the part of the
                recipient, subsequent to disclosure by the disclosing party;

        10.1.5  have been known otherwise by the recipient before communication
                by the disclosing party; or

        10.1.6  have been received by the recipient at any time from a source
                (other than the disclosing party) lawfully having possession of
                such information.



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10.2    Notwithstanding the above, nothing herein shall prevent a recipient from
        disclosing all or part of the Confidential Information that it is
        legally compelled to disclose (by oral deposition, interrogatories,
        request for information or documents, subpoena, civil investigative
        demand, or any other process); provided, however, that before any such
        disclosure the recipient shall notify the disclosing party in writing of
        any such order or request to disclose and cooperate with the disclosing
        party (at the disclosing party's cost) with respect to any procedure
        sought to be pursued by the disclosing party in protecting against such
        disclosure.


                             11. SOURCE CODE ESCROW

11.1    To secure the performance of Licensor's various obligations hereunder
        and under the Maintenance Agreement, concurrent with the execution of
        this Agreement, Licensor and Licensee shall execute and deliver a Source
        Code Escrow Agreement in substantially the form attached hereto as
        Exhibit A.


                                12. MISCELLANEOUS

12.1    Governing Laws. It is the intention of the parties hereto that the
        internal laws of the State of Nevada (irrespective of its choice-of-law
        principles) shall govern the validity of this Agreement, the
        construction of its terms, and the interpretation and enforcement of the
        rights and duties of the parties hereto. The parties agree that the
        United Nations Convention on Contracts for the International Sale of
        Goods shall not govern this Agreement, the rights and obligations of the
        parties hereunder, nor any agreement that may be executed to implement
        this Agreement.

12.2    Consent Required. Licensee agrees that it will not, without the prior
        written consent of Licensor, export directly or indirectly, the Product
        or any portion thereof to anyone outside the United States or outside
        the national jurisdiction in which the Designated Site is located.

12.3    Binding on Successors and Assigns. Subject to, and unless otherwise
        provided in this Agreement, each and all of the covenants, terms,
        provisions, and agreements contained in this Agreement shall be binding
        on, and inure to the benefit of, the permitted successors, executors,
        heirs, representatives, administrators, and assigns of the parties
        hereto; provided, however, that this Agreement shall not be assignable
        by either party without the prior written consent of the other party.
        Notwithstanding the foregoing, this Agreement may be assigned without
        the written consent of the non-assigning party to subsidiaries (provided
        such subsidiaries are at least fifty percent (50%) owned by the
        assigning party) and parent corporations of the assigning party.

12.4    Severability. If any provision of this Agreement, or the application
        thereof, shall for any reason and to any extent be invalid or
        unenforceable, the remainder of this Agreement and application of such
        provision to other persons or circumstances shall be interpreted so as
        best to reasonably effect the intent of the parties hereto.

12.5    Entire Agreement. This Agreement, and the documents referred to in this
        Agreement, along with their exhibits, constitute the entire
        understanding and agreement of the parties with respect to their subject
        matter and supersede all prior and contemporaneous agreements or
        understandings.



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12.6    Amendment and Changes. No amendment, modification, supplement, or other
        purported alteration of this Agreement shall be binding on the parties
        unless it is in writing and is signed on behalf of the parties by their
        own authorized representatives.

12.7    Counterparts. This Agreement may be executed in any number of
        counterparts, each of which shall be an original as against any party
        whose signature appears thereon and all of which together shall
        constitute one and the same instrument.

12.8    No Waiver. The failure of any party to enforce any of the provisions of
        this Agreement shall not be construed to be a waiver of the right of
        such party thereafter to enforce such provisions.

12.9    Notices. Whenever any party desires or is required to give any notice,
        demand, or request to this Agreement, each such communication shall be
        in writing and shall be effective only if it is delivered by overnight
        messenger services, express or electronic means (with confirmed
        receipt), addressed as follows:


                      Licensor:     Bruce Johnson
                                    7582 Skyline Drive
                                    San Diego, CA 92114


                      Licensee:     Keystone Ventures, Inc.
                                    1605 Mirage Court
                                    El Cajon, CA 92019


        Such communications shall be effective when they are received by the
        addressee. Any party may change its address for such communications by
        giving an appropriate notice to the other party in conformity with this
        Section.

12.10   No Joint Venture. Nothing contained in this Agreement shall be deemed or
        construed as creating a joint venture or partnership between the
        parties. Except as expressly set forth, no party by virtue of this
        Agreement is authorized as an agent, employee, or legal representative
        of any other party, and the relationship of the parties is, and at all
        times will continue to be, that of independent contractors.

12.11   Further Assurances. Each party agrees to cooperate fully with the other
        party and to execute such further instruments, documents, and
        agreements, and to give such further written assurances as may be
        reasonably requested by the other party, to better evidence and reflect
        the transactions described in and contemplated by this Agreement, and to
        carry into effect the intents and purposes of this Agreement.

12.12   Arbitration. Any controversy or claim arising out of or relating to this
        Agreement, or its breach, will be settled by arbitration in accordance
        with the Commercial Arbitration Rules of the American Arbitration
        Association (AAA), as modified below:

        12.12.1 Arbitration will be initiated by filing a demand at the San
                Diego, California, Office of the AAA.

        12.12.2 Disputes will be heard and determined by a panel of three
                arbitrators. One



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                arbitrator will be appointed by each party to serve on the
                panel. One neutral arbitrator will be appointed by the AAA and
                shall serve as chairperson of the three-arbitrator panel. The
                chairperson shall be an attorney with experience in handling
                disputes in software licensing matters, and the other
                arbitrators shall have a background or training in the computer
                industry or computer law.

        12.12.3 Any communication between a party and any arbitrator will be
                directed to the AAA for transmittal to the arbitrator. The
                parties expressly agree that the arbitrators will be empowered,
                at a party's request, to (a) issue an interim order requiring
                the other party to cease using the Licensed Programs or
                Documentation pending the outcome of the arbitration, or (b)
                grant injunctive relief.

        12.12.4 Any party to an arbitration may petition the San Diego County
                Superior Court, California, to confirm, correct, or vacate the
                award on the grounds stated in the federal Arbitration Act.

        12.12.5 Nothing in this Section will prevent any party from seeking
                injunctive relief against the other party from any judicial or
                administrative authority pending the resolution of a controversy
                or claim by arbitration.

        12.12.6 The prevailing party shall be entitled to be awarded, as an
                element of the costs of arbitration and not as damages,
                reasonable attorneys' fees to be fixed by the arbitrator
                (including, without limitation, costs, expenses, and fees).

        12.12.7 The parties shall have the right to take discovery of the other
                party by any or all methods provided in the Federal Rules of
                Civil Procedure. The arbitrators may on request exclude any
                evidence not made available to the other party pursuant to a
                proper discovery request from being used in the arbitration
                proceeding.


IN WITNESS WHEREOF, the Licensor and the Licensee have executed this Agreement
on the day and the year first above-written.


BY:   /s/ Bruce D. Johnson                              Dated   3/15/99
    --------------------------------------------              ------------
      Bruce D. Johnson,  an Individual


BY:   /s/ Ann Myers                                     Dated   3/15/99
    --------------------------------------------              ------------
      Keystone Ventures, Inc.
      Ann Myers, Secretary & Director