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                                                               [LETTERHEAD]
December 13, 1999

Mr. Robert A. Hammond
CEO
Partsbase.com
7171 N. Federal Highway
Boca Raton, Fl 33487

Dear Mr. Hammond:

Please find enclosed a copy of the License Agreement between Partsbase.com and
Tradex Technologies, Inc. for youR files.

If you have any questions, please feel free to contact Michael Murray at
813-349-7464.

Sincerely,

 /s/ Julie M. Johnson

Julie M. Johnson
Executive Assistant

Enclosure


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                           TRADEX TECHNOLOGIES, INC.
                           SOFTWARE LICENSE AGREEMENT
--------------------------------------------------------------------------------
THIS SOFTWARE LICENSE AGREEMENT is made and entered into as of the 3rd day of
December, 1999 ("Effective Date"), by and between TRADEX TECHNOLOGIES, INC., a
Delaware corporation ("TRADEX") and PartsBase.com, a Florida corporation
("Licensee").

In consideration of the covenants and conditions hereinafter set forth, the
parties agree as follows:

1.    DEFINITIONS.

(a)   "Advertising or Marketing Revenues" shall mean all charges, markups and
      fees charged for advertisement and sponsorship in a Marketplace.

(b)   "Approved Market" shall have the meaning set forth in Schedule A.

(c)   "Documentation" shall mean user manuals and other written materials that
      relate to the Software, as updated from time to time, and which are
      identified by TRADEX as "Documentation."

(d)   "Employee" shall mean employees, subcontractors, and consultants of
      Licensee with authorized access as Users to Licensee's copy of the
      Software for use of the Software on behalf of Licensee only.

(e)   "Fees" shall mean all sums payable by Licensee to TRADEX under this
      Agreement.

(f)   "Governor" shall mean a User with the particular user functionality and
      permissions set forth and defined in the User's Manual including any
      limitations described therein.

      "Initiation Revenues" shall mean all initial charges, markups and fees
      charged for a third party to participate as a Marketplace User in the
      Marketplace.

(h)   "Licensee Applications" shall mean software (and any documentation
      thereof) developed by Licensee, which utilize the Software API's and are
      designed to electronically interface and interact with the Software and
      which provide functionality separate and apart from the Software
      functionality.

(i)   "Marketplace" shall mean an on-line trading community established with
      the Software where Marketplace Users may conduct Transactions.

(j)   "Marketplace Revenues" shall mean all gross revenues generated from the
      Marketplace including, without limitation: (i) Transaction Revenues; (ii)
      Subscription Revenues; (iii) Initiation Revenues; and (iv) Advertising or
      Marketing Revenues.

(k)   "Marketplace User" shall mean a User that is either a Buyer, Supplier,
      Trader or Observer with the particular user functionality and permissions
      set forth and defined in the User's Manual including any limitations
      described therein.

(l)   "Payment Report" shall have the meaning set forth in Schedule A.

(m)   "Software" shall mean the computer programs listed on Schedule A, in
      object code form only, on machine readable media.

(n)   "Software API" shall mean the application programming interfaces for the
      Software, including all accompanying documentation thereof.

(o)   "Subscription Revenues" shall mean all on-going periodic charges, markups
      and fees charged for a third party to participate as a Marketplace User in
      the Marketplace.

(p)   "Third Party End User" shall mean a User other than an Employee who is
      permitted limited access to the Software as a Marketplace User under this
      Agreement and has agreed to and abides by terms and conditions
      substantially similar to the Third Party End User Agreement Terms and
      Conditions set forth in Schedule B.

(q)   "Transaction" shall mean an individual purchase order issued using the
      Software as set forth and described in the User's Manual.

(r)   "Transaction Revenues" shall mean all charges, markups and fees charged
      to a third party for Transactions, or other transaction events, performed
      by Marketplace Users in the Marketplace.

(s)   "Update" shall mean new program code, object code form only, on machine
      readable media, that is designed to be compatible with any upgrade version
      or new release of any operating system, and which may include, but is not
      limited to, modifications, corrections and enhancements which improve
      performance and add additional capabilities or which otherwise improve
      the existing functionality of the Software that has an increase in the
      version number to the right of the decimal point (for example, from x.2
      to x.3), at TRADEX's sole discretion.

(t)   "Upgrade" shall mean an Update that has an increase in the version number
      to the left of the decimal point (for example, from 3.xx to 4.xx), at
      TRADEX's sole discretion.

(u)   "User" shall mean an individual user with authorized access to the
      Software.

(v)   "User Interface" shall mean the Java applet downloaded in the User's
      browser which allows access to the Software functionality set forth in
      the User's Manual.

(w)   "User's Manual" shall mean the user manual for the Software which gives
      instructions and describes the functionality of the Software, as updated
      from time to time, and which is identified as "TRADEX User's Manual."

2.    GRANT OF LICENSE; OWNERSHIP.

      2.1. During the term and subject to the terms and conditions set forth in
this Agreement and the limitations in Schedule A, TRADEX grants to Licensee a
non-exclusive, non-transferable license to use the Software and Documentation
("License") to create, maintain and operate a Marketplace solely within the
Approved Market.  Upon consenting to the terms of the Third Party End User
License Agreement (attached as Schedule B), Third Party End Users are granted a
license to access the User Interface of the Software only as necessary to
participate as Marketplace Users but not for purposes of hosting, modifying or
otherwise maintaining the Software.  Third Party End Users cannot participate
as a Governor in either a direct or indirect Marketplace nor use the Software
in a manner that would constitute control of the Marketplace.  Only Employees
shall participate as Governor and use the Software to establish and collect
Marketplace Revenues on behalf of Licensee.  Third Party End Users shall not
use the Software to directly or indirectly charge, establish, receive or
collect Marketplace Revenues.  Licensee may make one copy of the Software in
machine-readable, object code form, for backup purposes only.  The License
granted to Licensee under this Agreement is


TRADEX Software License Agreement v.2.0                 1
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conditioned upon the timely payment by Licensee of all Fees.

      2.2. All right, title and interest in and to the Software and all copies
thereof are and shall remain the exclusive property of TRADEX.  No implied
license or right of any kind is granted to Licensee regarding the Software.
Except as expressly set forth in this Agreement, Licensee shall not and shall
not allow third parties to reproduce, copy, market, sell, distribute, transfer,
translate, modify, adapt, disassemble, decompile, or reverse engineer the
Software or obtain possession of any source code or other technical material
relating to the Software.  Licensee's rights may not be transferred, leased,
assigned or sublicensed.  No service bureau work, multiple-user license, or
time-sharing arrangement is permitted, provided, however, Licensee's use of the
Software to host an authorized Marketplace for use by Third Party End Users, in
accordance with the terms of this Agreement, shall not be considered a
prohibited service bureau, multiple-user license or time-sharing arrangement.

      2.3. At Licensee's request, TRADEX will disclose certain Software API's
to Licensee (as deemed appropriate in TRADEX's sole discretion) solely for
Licensee's use in developing Licensee Applications.  Licensee may use the
Software API's for no other purpose.  Licensee's license to develop Licensee
Applications using the Software API's will not include, implicitly or
otherwise, either ownership of, or the right to incorporate or distribute, any
Proprietary Information.  In return, Licensee agrees that Licensee will not
sublicense, re-market, lease, license or allow any third party to use any
Licensee Applications, except that the foregoing restrictions shall not apply
to the use of the Licensee Applications by authorized Third Party End Users for
use in Licensee's Marketplace only.  All Software API's shall be considered
"Proprietary Information" as defined below.

3.    PAYMENT TO TRADEX.  Licensee shall pay TRADEX all [ILLEGIBLE] set forth
in Schedule A.  Licensee shall pay any shipping costs, taxes, other duties,
tax penalties, or amounts in lieu thereof, however designated, now or
hereafter levied or based on payments due under this Agreement, any license
granted hereunder, the transfer, use or receipt of the Software or the
Software storage media, exclusive of taxes based upon TRADEX's net income.
Unless otherwise specified in Exhibit A, payment for all Fees and charges is
due and payable in full within thirty (30) days of Licensee's receipt of
TRADEX's invoices.  Payments received beyond thirty (30) days will result in
a late charge equal to the lesser of one and one-half percent (1.5%) interest
fee per month until paid or the maximum amount allowable under applicable
law.  All prices and payments are in U.S. dollars unless otherwise indicated.

4.    LICENSEE OBLIGATIONS.

      4.1. Licensee, not TRADEX, shall perform and furnish to its Users all
necessary support for the Software.  Such support includes, but is not limited
to, installation, training and telephone support.  Except pursuant to the terms
of the Maintenance and Support Plan attach hereto as Schedule D or as otherwise
agreed by the parties in writing (collectively "Support Services"), Licensee
shall not receive any support services from TRADEX nor receive Upgrades or
Updates.  Licensee shall inform its Users of the prohibitions in this Agreement
against unauthorized access, use and copying of the Software, including screen
displays, and shall use its best efforts to enforce such prohibitions.

      4.2. The Software is designed for use with the equipment and accessories
specified in the Documentation.  TRADEX assumes no responsibility under this
Agreement for obtaining or providing such equipment.  Licensee is also
responsible for ensuring a proper environment and proper utilities for the
computer system on which the Software will operate.  TRADEX assumes no
responsibility under this Agreement for converting Licensee data files for use
with the Software.

      4.3. Licensee shall indemnify, defend and hold TRADEX harmless from and
against any claims and liability to third parties and against any and all costs
(including reasonable attorneys' fees) arising out of: (i) Licensee's breach of
any of its obligations under this Agreement; (ii) any misrepresentation
relating to the Software by Licensee; (iii) a breach by Licensee of any
third-party agreements relating to the Software; or (iv) any claim related to
Licensee's or any third party's use of the Software.

      4.4. Licensee shall, at its expense, comply with all laws and regulations
governing its performance hereunder and use of the Software including, without
limitation, laws relating to import and export of the Software.  Except as
otherwise provided herein, Licensee shall bear all of the costs associated with
the performance of its duties under this Agreement.

      4.5. Licensee shall obtain the consent of every Third Party End User with
access to the User Interface to the Third Party End User Agreement or other
agreement containing terms no less restrictive than the terms of this Agreement
and terms substantially in conformance with the terms and conditions set forth
in Schedule B.  A "click wrap" acceptance of the Third Party End User Agreement
will be acceptable in lieu of a hand-signed Third Party End User Agreement.

      4.6. Licensee shall prominently display the "Powered by TRADEX" logo,
attached hereto as Schedule C, in each application screen of the Software
displayed to Marketplace Users.  The "Powered by TRADEX" logo will be placed in
the Navigational Bar for the Admin Interface and in the lower left hand corner
for the Self Service Interface as those screens are defined in the User's
Manual.

      4.7. Licensee shall limit use of and access to the Software to Employees
that are directly involved in the operation or maintenance of the Software by
Licensee.

      4.8. The parties agree to jointly issue a press release to the public
within thirty (30) days from the Effective Date, including pertinent quotes
from the executive management of both parties. Licensee's executive
Management team will make themselves reasonably available for interviews from
potential customers of TRADEX.  Interviews with industry analysts relating to
Licensee's use of TRADEX software will be available following the press
release referred to above.

           4.9.  During the term of this Agreement, Licensee grants TRADEX a
limited, non-exclusive right to place Licensee's trademarks and logos on
TRADEX's web site and marketing materials solely for the purpose of identifying
Licensee as a user of the Software.

           4.10.    TRADEX and Licensee will cooperate in good faith to author
and publish a case study relating to the Software in html and print formats
including pertinent quotes and photographs from the executive management of
each party.

5.    TRADEMARKS AND COPYRIGHT NOTICES.  Licensee shall not use any trademark,
trade name, service mark or service name of TRADEX, except in connection with
the promotion and support of the Software, pursuant to the terms and conditions
of this Agreement and, only if TRADEX has previously consented in writing to
the manner of such use and approved the materials in which it will appear.
Without the prior written approval of TRADEX, Licensee shall not, on its own
initiative, take any action to register any trademark, trade name, service mark
or service


TRADEX Software License Agreement v.2.0                 2
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<PAGE>

name of TRADEX and, if such registration is undertaken, such registrant shall
immediately assign the registered name or mark to TRADEX. Licensee agrees to
maintain and respect the copyright notices of the Software and the Documentation
in connection with its use thereof. Licensee shall not remove, obscure or deface
any trademark, copyright notice or similar mark or notice in the Software or
Documentation.

6.  LIMITED WARRANTY. TRADEX warrants to Licensee that, during the first
thirty (30) days following the initial delivery of the Software to Licensee:
(i) the Software as delivered by TRADEX will perform substantially in
accordance with the Documentation in effect when the Software is delivered to
Licensee, (ii) the Software as delivered by TRADEX is Year 2000 Compliant (as
defined below) and is free from viruses or other damaging or malicious code,
and (iii) the magnetic media on which the Software is furnished to Licensee
free of defects in materials. "Year 2000 Compliant" means that the Software
will: (i) report and display all dates, including dates occurring before and
after the year 2000, with a four-digit date; and (ii) handle all leap years,
including, but not limited to, the Year 2000 leap year, correctly; provided,
however, that TRADEX shall not be responsible or liable for any date errors
caused or contributed to by any third party software, operating systems, or
hardware. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SOFTWARE AND
ALL RELATED SERVICES ARE PROVIDED BY TRADEX "AS-IS". TRADEX SPECIFICALLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY AND FITNESS FOR A
PARTICULAR PURPOSE. Without limiting the foregoing, TRADEX does not warrant
that the Software or Licensee's use thereof will meet Licensee's requirements
or be uninterrupted or error free. TRADEX shall not be liable for claims
under the foregoing warranty if Licensee fails to provide written notice of
such claim prior to expiration of the warranty period. TRADEX's sole
obligation and liability under this warranty shall be to replace or correct
the defective Software or media, or, at the option of TRADEX, to refund the
License Fee for the Software upon return or destruction of all copies of the
Software and its associated documentation by Licensee.

7.  LIMITATION OF LIABILITY.

    7.1. TRADEX'S LIABILITY FOR ANY CLAIM RELATING IN ANY MANNER TO THE SOFTWARE
OR THIS AGREEMENT, REGARDLESS OF THE TYPE OR NATURE OF THE ACTION, SHALL BE
LIMITED TO LICENSEE'S DIRECT DAMAGES NOT EXCEEDING THE AMOUNT PAID TO TRADEX BY
LICENSEE HEREUNDER FOR USE OF THE SOFTWARE. IN NO EVENT SHALL TRADEX BE LIABLE
FOR ANY LOSS OF USE, DATA OR PROFITS OR INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE,
EVEN IF TRADEX HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TRADEX shall not be liable to any third party for loss of profits, goodwill,
lost computer time, destruction, damage or loss of data, or any other indirect,
incidental or consequential damages, whether based in contract, tort or
otherwise, even If TRADEX has been advised of the possibility of such damages.

    7.2. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER
THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN ONE (1) YEAR AFTER THE CAUSE
OF ACTION HAS ACCRUED.

    7.3. For the purpose of this Section 7 (Limitation of Liability), "TRADEX"
shall mean TRADEX and its affiliates, officers, shareholders, contractors,
licensors, agents and endorsers.

8.  PROPRIETARY INFORMATION; PROTECTION OF SOFTWARE.

8.1. In the performance of this Agreement, either party may disclose to the
other certain Proprietary Information. For the purposes of this Agreement,
(i) "Proprietary Information" means Trade Secrets and Confidential
Information; (ii) "Trade Secrets" means trade secrets as defined under
Article 27 of Chapter 1 of Title 10 of the Official Code of Georgia
Annotated; and (iii) "Confidential Information" means information that is of
value to its owner and is treated as confidential other than Trade Secrets.
Proprietary Information includes, without limitation, the Software and
Documentation, all financial information, Licensee's Payment Reports,
business plans, customer lists, procedures, formulas, discoveries,
inventions, improvements, innovations, concepts and ideas. The receiving
party agrees to hold the Proprietary Information disclosed by the other party
in strictest confidence and not to, directly or indirectly, copy, use,
reproduce, distribute, manufacture, duplicate, reveal, report, publish,
disclose, cause to be disclosed, or otherwise transfer the Proprietary
Information for any purpose whatsoever other than as expressly provided by
this Agreement.

    8.1. Both parties acknowledge and agree that the Proprietary Information
shall remain the sole and exclusive property of the disclosing party or a third
party providing such information to the disclosing party. The disclosure of the
Proprietary Information does not confer upon the receiving party any license,
interest, or rights of any kind in or to the Proprietary Information, except as
expressly provided under this Agreement. Subject to the terms set forth herein,
the receiving party shall protect the Proprietary Information of the disclosing
party with the same degree of protection and care the receiving party uses to
protect its own Proprietary Information, but in no event less than reasonable
care. With regard to Trade Secrets, the obligations in this Section shall
continue for so long as such information constitutes a Trade Secret. With regard
to Confidential Information, the obligations in this Section shall continue for
the longer of (i) the duration dictated under governing law, or (ii) the term of
this Agreement and for a period of five (5) years thereafter.

    8.2. Nothing in this Section shall prohibit or limit the receiving party's
use of information if (i) at the time of disclosure hereunder such information
is generally available to the public; (ii) after disclosure hereunder such
information becomes generally available to the public, except through breach of
this Agreement by the receiving party; (iii) the receiving party can demonstrate
such information was in its possession prior to the time of disclosure by the
disclosing party; (iv) the information becomes available to the receiving party
from a third party which is not legally prohibited from disclosing such
information; (v) the receiving party can demonstrate the information was
developed by or for it independently without the use of such information; or
(vi) if disclosure is required under applicable law or regulation.

    8.3. Neither party shall disclose the terms of this Agreement except (i) as
required by applicable law or regulation, (ii) to its employees and agents with
a need to know such terms, or (iii) in connection with a potential merger or
sale of all or substantially all of its assets; provided that the receiving
party agrees in writing to be bound by the restrictions of this Agreement.

9.  INTELLECTUAL PROPERTY INDEMNIFICATION.

    9.1. TRADEX agrees to defend and hold Licensee harmless against any
liability or claim that the Software infringes a United States copyright or
trade secret, and will pay resulting costs,


TRADEX Software License Agreement v.2.0   3
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damages and attorneys' fees finally awarded, provided that: (i) Licensee
promptly notifies TRADEX of any such claim; (b) Licensee provides TRADEX with
all information and assistance necessary to defend or settle such liability or
claim; and (c) TRADEX has sole control of the defense and all related settlement
negotiations. If such liability or claim occurs, or in TRADEX'S opinion is
likely to occur, Licensee agrees to permit TRADEX, at its option and expense but
without obligation to do so, either to procure for Licensee the right to
continue using the Software or to replace or modify the same so that they become
non-infringing and provide similar functionality. If neither of the foregoing
alternatives are reasonably available to TRADEX as determined in its sole
discretion, then TRADEX may terminate this Agreement upon thirty (30) days
written notice to Licensee, and shall refund the Fees received by TRADEX in the
twelve (12) months prior to such termination. This Section states the entire
obligation of TRADEX and the sole remedy of Licensee with respect to
infringement or claims of infringement of patents, copyrights, and trade
secrets.

    9.2. TRADEX shall have no obligation to defend Licensee or to pay any costs,
damages or attorney's fees for any claim based upon use of other than an
unmodified release of the Software if such infringement relates to the use of
the Software with hardware, Software or other items where such infringement
would have been avoided by the use of the Software alone.

10. TERM AND TERMINATION.

    10.1. This Agreement shall remain in force unless terminated as provided
herein.

    10.2. Either party shall have the right to terminate this Agreement: (i)
in the event that the other party breaches any provision of this Agreement
and fails to cure such breach within sixty (60) days after receiving written
notice of termination specifying the alleged breach; (ii) immediately upon
written notice, in the event Licensee shall breach any provision of Sections
2, 4.3, 4.7, 5 or 8. Additionally, TRADEX shall have the right to terminate
this Agreement: (i) immediately if Licensee fails to make any payment
obligation due hereunder and continues to be delinquent for a period of
thirty (30) days after receipt of written notice of non-payment, or (ii)
immediately in the event that the Licensee becomes insolvent, files or is
forced to file any petition in bankruptcy, or makes an assignment for the
benefit of its creditors.

    10.3 Licensee shall have the right to terminate this Agreement for any
reason upon sixty (60) days written notice to TRADEX.

11. CONSEQUENCES OF TERMINATION. Upon termination of this Agreement for any
reason:

    (a) Licensee's License to use the Software shall immediately terminate and
Licensee shall promptly return and deliver to TRADEX or destroy all Software and
Documentation and all other Proprietary Information of TRADEX. Within ten (10)
days from the date of any such termination, Licensee shall provide TRADEX with a
signed written statement by an officer of Licensee certifying that Licensee has
not retained any copies of (i) the Software, (ii) the Documentation, (iii) any
licensing, delivery or technical information regarding the Software, or (iv) any
other Proprietary Information of TRADEX;

    (b) all Fees due to TRADEX from Licensee shall remain due and payable in
accordance with the terms hereof;

    (c) Licensee shall cease using any TRADEX trade names, trademarks, service
marks and service names;

    (d) Licensee shall immediately cease all use of the Software and shall
advise all of its Users to return or destroy those portions of the Software
distributed by Licensee to such Users;

    (e) Any and all provisions or obligations contained in this Agreement which
by their nature or effect are required or intended to be observed, kept or
performed after termination of this Agreement will survive the termination of
this Agreement and remain binding upon and for the benefit of the parties, their
successors and permitted assignees including, without limitation, Sections 2.3,
3, 4.3, 4.7, 7, 8, 11, 12 and 13.

12. REPORTING AND AUDIT.

    12.1. Licensee shall use the Software in a manner consistent with its Fee
payment obligations set forth in Schedule A. Licensee agrees to maintain
complete and adequate records relating to the calculation and payment of Fees to
TRADEX and submit Payment Reports to TRADEX as set forth in Schedule A.

    12.2. Licensee agrees to maintain complete and appropriate records of the
location of each copy of the Software. Licensee shall provide TRADEX with the
right, upon reasonable notice, to physically inspect Licensee's equipment and
Software as necessary to confirm the Payment Reports and Licensee's compliance
with the terms of this Agreement. Licensee agrees to allow a mutually acceptable
independent certified public accountant to audit and analyze the records of
Licensee upon which the Payment Reports are based. Any such audit shall be
permitted by Licensee within thirty (30) days of TRADEX's written request during
normal business hours and at times mutually agreed upon by Licensee and TRADEX.
Audits shall be made no more frequently than twice every twelve (12) months, and
shall not unreasonably interfere with Licensee's business activities. In the
event an audit performed by TRADEX should establish an underpayment of greater
than five (5) percent of the payment owed TRADEX for any particular period,
Licensee shall be responsible for reimbursement of reasonable, verifiable costs
related to the performance of the subject audit by the independent certified
public accountant.

13. MISCELLANEOUS.

    13.1. FORCE MAJEURE. Neither party to this Agreement shall be liable to the
other party for any delays in the performance of its obligations or duties due
to acts of God, strikes, transportation delays, fires, floods, riots, political
uprisings or revolutions, labor disputes, freight embargoes, shortage of labor,
inability to secure fuel or power at reasonable prices or on account of
shortages thereof, laws or acts of any Federal, state or local government
affecting the Software or the conduct of the parties, including export licensing
restrictions or other export restrictions, or any other such causes beyond such
party's reasonable control, except in no event shall this paragraph apply to any
payments due to TRADEX hereunder.

    13.2. TRADEX'S LICENSORS. TRADEX may make modifications to the terms of this
Agreement, provided that any such changes do not materially lessen Licensee's
rights and entitlements hereunder, to reflect accurately a material change in
the terms of a license agreement ("Supplier Agreement") between TRADEX and its
licensor of technology to TRADEX which is incorporated into the Licensed
Materials. TRADEX shall inform Licensee of any such modifications by
transmitting a copy of the material changes subject to ninety (90) days prior
written notice.

    13.3. ASSIGNMENT. Licensee shall not have the right to assign or otherwise
transfer its rights or obligations under this Agreement including, without
limitation, by operation of law,



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merger, acquisition or otherwise, except that Licensee, in connection with
the sale of all or substantially all of its assets, shall be entitled to
transfer its rights and obligations under this Agreement, in their entirety,
to an acquiring entity so long as such acquiring entity is not a competitor
of TRADEX in its business as a developer and/or distributor of business to
business e-commerce software solutions. In the event of such acquisition,
TRADEX and Licensee shall renegotiate the Annual License Fee, based upon the
size and nature of the acquiring entity, which agreed upon Annual License Fee
shall not exceed $500,000 annually for the Aerospace Vertical Market. Any
such prohibited assignment shall be void and of no effect. Subject to the
above, this Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.

    13.4. AMENDMENT OR MODIFICATION. No amendment to or modification of this
Agreement shall be binding upon either party unless such amendment or
modification is reduced to writing, dated and executed by the parties to this
Agreement and it is identified by the parties to be an amendment to this
Agreement.

    13.5. NOTICES. Unless otherwise provided herein, all notices given under
this Agreement shall be effected either by personal delivery in writing, by
facsimile or by mailing to the addresses via air mail, postage prepaid (and
sending it certified mail, return receipt requested, if such service is
available) to the addresses and facsimile numbers listed with the parties'
signatures below, or at such other address as shall have been given to the
other party in writing for the purposes of this clause. A copy of any notice
to TRADEX shall also be sent to: TRADEX Technologies, Inc., attn: Director of
Licensing, Tradex Technologies, Inc. 11625 Rainwater Drive, Building 500
Suite 200 Alpharetta, GA 30004. Notices shall be deemed to be received as of
the date of actual receipt; or if mailed, notices shall be deemed to be
received as of the earlier of actual receipt or seven (7) days after mailing;
or if sent by facsimile, notices shall be deemed to be received the day
following the day of sending.

    13.6. WAIVER. No failure or delay of any party to exercise any right or
remedy hereunder shall operate as a waiver thereof, nor shall any exercise of
any right or remedy preclude any other or further exercise thereof or the
exercise of any other right or remedy granted hereby or by any related document
or by law. No waiver of any breach of any provision of this Agreement shall be
effective unless made in writing, identified in such writing by the parties as a
waiver pursuant to this paragraph, and signed by the party alleged to have
waived.

    13.7. CONSTRUCTION. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity and shall not invalidate the remainder
of such provision or the remaining provisions of this Agreement which shall
continue in full force and effect. This Agreement shall be interpreted using the
English language, which shall control in the event of any conflict of
interpretation. Headings of particular Sections are inserted only for
convenience and are not to be considered a part of this Agreement or be used to
define, limit or construe the scope of any term or provision of this Agreement.
Should any provision of this Agreement require judicial interpretation, the
parties agree that the court or arbitrators construing the same shall not apply
a presumption that the terms of this Agreement shall be more strictly construed
against one party than against another.

    13.8. COUNTERPARTS. This Agreement may be executed in more than one
counterpart and each such counterpart shall be deemed to be an original.

    13.9. ENTIRE AGREEMENT. This Agreement, including all attached Schedules,
constitute the entire agreement and understanding between the parties in
reference to its subject matter and any and all previous agreements,
discussions, promises, representations, and understandings between the parties
relative thereto are merged herein and superseded hereby. Licensee represents
that it has not relied upon any representation of TRADEX in entering into this
Agreement, which is not expressly set forth in this written Agreement. Licensee
represents to TRADEX that any representation made by TRADEX to Licensee which is
not set forth herein is not material to Licensee.

    13.10. RELATIONSHIP OF THE PARTIES. This Agreement does not create and shall
not be construed as creating any relationship of agency, partnership, or
employment between the parties. The parties enter this Agreement as, and shall
remain, independent parties and independent contractors. Except as otherwise
provided in this Agreement, no party shall have the right or authority to
assume, create, or enlarge any obligation or commitment on behalf of any other,
and shall not represent itself as having the authority to bind any other in any
manner.

    13.11. RIGHTS ARE CUMULATIVE. Except as otherwise limited herein, the rights
and remedies of the parties set forth in this Agreement are cumulative and are
in addition to all other rights and remedies (whether civil, criminal,
equitable, or otherwise) which they may have in law or in equity.

    13.12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia, without regard to its laws
governing conflicts of laws. The parties agree that the United Nations
Convention on Contracts for the International Sale of Goods shall not apply in
any respect to this Agreement or the parties. The parties agree that the
exclusive venue for all actions relating in any manner to this Agreement shall
only be in a federal or state court of competent jurisdiction located in Fulton
County, Georgia. Each party consents and submits to the personal jurisdiction of
such courts and irrevocably waives any and all defenses inconsistent with this
Section. The prevailing party in any dispute between the parties shall recover
its reasonable attorneys' fees and costs from the non-prevailing party.

    13.13. EQUITABLE RELIEF. The parties also acknowledge that (i) any use or
threatened use of the Software, or (ii) any other misuse of the Proprietary
Information of either party will cause immediate irreparable harm to the
non-breaching party for which there is no adequate remedy at law. Accordingly,
the parties agree that the non-breaching party shall be entitled to immediate
and permanent injunctive relief from a court of competent jurisdiction in the
event of any such breach or threatened breach. The parties hereby waive the
defense that the non-breaching party has or will have an adequate remedy at law
for any such breach or threatened breach. The parties agree and stipulate that
the non-breaching party shall be entitled to such injunctive relief without
posting a bond or other security; provided however that if the posting of a bond
is a prerequisite to obtaining injunctive relief, then a bond in the amount of
$1,000.00 shall be sufficient. Nothing contained herein shall limit either
party's right to any remedies at law, including the recovery of damages from the
other party for breach of this Agreement.

    13.14. THIS AGREEMENT CONTROLS. Notwithstanding the content of any purchase
order, sale order, sale confirmation or any other document relating to the
subject matter of this Agreement, this Agreement shall take precedence over any
such


TRADEX Software License Agreement v.2.0   5
Confidential
<PAGE>


document, and any conflicting, inconsistent, or additional terms contained
therein shall be null and void.

    13.15. NO THIRD PARTY BENEFICIARY RIGHTS. Except for the parties set forth
in Section 7.3, no provision of this Agreement is amended or shall be construed
to provide or create any third party beneficiary right or any other right of
any kind in any Third Party End User or any client, customer, affiliate,
insurer, lender, shareholder, partner, officer, director, employee or agent of
any party hereto, or in any other person.


------------------------------------------------------------------------------
TRADEX Software License Agreement V.2.0    6
Confidential

<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Agreement by and through
their respective duly authorized representatives as of the Effective Date.


TRADEX TECHNOLOGIES, INC.                  LICENSEE:
                                           -------------------------------------


By:  /s/ [ILLEGIBLE]                       By:  /s/ Robert A. Hammond
   ------------------------------------       ---------------------------------
Title:  Vice President                     Title:  President
      ---------------------------------          ------------------------------
Address:  501 E. Kennedy Blvd Ste 600      Address:  7171 N. Federal Hwy.
        -------------------------------            ----------------------------
             Tampa, FL  33602                        Boca Raton, Florida
        -------------------------------            ----------------------------
Telephone:  813-349-7464                   Telephone:  (561) 443-3302
          -----------------------------              --------------------------
Facsimile:  813-222-5658                   Facsimile:
          -----------------------------              --------------------------

-------------------------------------------------------------------------------
TRADEX Software License Agreement V.2.0    7
Confidential

<PAGE>

                                   SCHEDULE A

                        APPROVED MARKET AND PAYMENT TERMS

                            (ANNUAL FIXED FEE MODEL)


A.    APPROVED MARKET

1.         A "Vertical Market" is defined in the terms of: (i) the segmented
      industry areas categorized by the North American Industrial
      Classification System (NAICS) code structure
      (http://www.census.gov/cpcd/naics/naicscod.txt), and (ii) the NAICS
      category of goods and services within a particular industry area. Each
      NAICS category of goods and services within a particular industry area
      constitute a separate Vertical Market. With the exception of the
      Manufacturing Sector (NAICS 31-33), the fist two digits of each six-digit
      NAICS code (NAICS Sector) will correspond to a separate Vertical Market.
      With respect to goods contained within the Manufacturing Sector, the
      first three digits of each six-digit NAICS code (NAICS Subsector) will
      correspond with a separate Vertical Market (see table below for
      illustration).

<TABLE>
<CAPTION>
                  NAICS        NAICS     DESCRIPTION
                  LEVEL        CODE
                 <S>          <C>       <C>
                  Sector       31-33     Manufacturing
                  Subsector    334       Computer and electronic
                                         product
</TABLE>

      In order to account for the possibility of incidental overlap from one
      Vertical Market to another Vertical Market, a Vertical Market will
      remain as a single Vertical Market so long as: (i) ninety (90) percent
      of the overall goods and services contained within the Vertical Market
      corresponds to the specified NAICS Sector (or a particular NAICS Subsector
      in the case of the Manufacturing Sector), and (ii) the balance of the
      products and services rationally relate to the goods and/or services
      contained in the NAICS Sector or Subsector making up the particular
      Vertical Market.

2.         Licensee's Approved Market shall be the Aerospace Industry Vertical
      Market which consists of the categories of goods and services contained
      within NAICS Code 3364.


B.    SOFTWARE, LICENSE FEE, ANNUAL FIXED FEES, MAINTENANCE AND SUPPORT FEES,
FAST TRACK IMPLEMENTATION FEES

      1.      SOFTWARE DESCRIPTION

      Commerce Center 6.01.1


      2.      LICENSE FEE

      US $675,000 non-refundable License Fee due immediately upon execution of
      the Agreement;


      3.      ANNUAL LICENSE FEE

      In addition to the License Fees specified above, Licensee shall, on
      January 1, 2001, and on January 1st of each thereafter, in which the
      Agreement is in effect, make an annual payment to TRADEX in the amount of
      $250,000 ("Annual License Fee") for the Approved Market.



                                       8

<PAGE>


4.    MAINTENANCE AND SUPPORT PLAN

Gold Support and Maintenance - See Schedule D.

5.    MAINTENANCE AND SUPPORT FEE

Annual non-refundable prepayment of $100,000 for each year of Maintenance and
Support (based on the Effective Date) for the Approved Market, subject to the
terms and conditions set forth in Schedule D. Licensee shall make payment for
the initial year Maintenance and Support period in the amount of US $100,000
in accordance with the following schedule:

-     $33,333 on or before February 14, 2000
-     $33,333 on or before March 13, 2000
-     $33,334 on or before April 10, 2000

6.    FAST TRACK IMPLEMENTATION SERVICES FEES

Licensee shall make payment of $225,000 as a non-refundable payment for the
Fast Track Implementation Services set forth in Exhibit 1 to Schedule E in
accordance with the following schedule:

-     $75,000 on or before February 14, 2000
-     $75,000 on or before March 13, 2000
-     $75,000 on or before April 10, 2000








                                        9


<PAGE>


                                  SCHEDULE B
                        THIRD PARTY END USER AGREEMENT
                              TERMS AND CONDITIONS


TRADEX TECHNOLOGIES, INC.'S SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD),
LICENSEE DOES NOT SELL OR TRANSFER TITLE TO THE SOFTWARE TO YOU. YOUR LICENSE
OF THE USER INTERFACE TO THE SOFTWARE WILL NOT COMMENCE UNTIL YOU HAVE
EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF LICENSEE HAS
RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY YOU OR CLICK
WRAP ACCEPTANCE, AS THE CASE MAY BE.

1.    Licensee grants you a nontransferable, nonexclusive license to download
      a Java Applet or dHTML ("User Interface") into your browser and use the
      User Interface to the Software for the purpose of purchasing and selling
      goods and services only subject to the following terms and conditions.

2.    TRADEX Technologies, Inc. shall have sole and exclusive ownership of all
      right, title, and interest in and to the Software and all modifications
      and enhancements thereof (including ownership of all trade secrets and
      copyrights pertaining thereto), subject only to the rights and
      privileges expressly granted to you herein by Licensee. This Agreement
      does not provide you with title or ownership of the Software, but only a
      right of limited use of the User Interface.

3.    You may not use, copy, modify, or distribute the User Interface
      (electronically or otherwise), or any copy, adaptation, transcription, or
      merged portion thereof. You may not reverse assemble, reverse compile,
      or otherwise translate the User Interface. No service bureau work,
      multiple-user license, or time-sharing arrangement is permitted. You may
      not install the User Interface in any other computer system or use it at
      any other location without Licensee's express authorization obtained in
      advance. If you use, copy, or modify the User Interface or if you
      transfer possession of any copy, adaptation, transcription, or merged
      portion of the User Interface to any other party in any way not
      expressly authorized by Licensee, your license is automatically
      terminated. Licensee may terminate your limited license under this
      Agreement at any time without further obligation.

4.    Warranty: LICENSEE AND TRADEX TECHNOLOGIES, INC. PROVIDE NO WARRANTIES
      TO THIRD PARTY END USERS WITH RESPECT TO THE SOFTWARE OR THE
      TRANSACTIONS PERFORMED HEREUNDER. LICENSEE AND TRADEX TECHNOLOGIES,
      INC. EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY,
      NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

5.    Limitation of Liability: LICENSEE AND TRADEX TECHNOLOGIES, INC. SHALL
      NOT BE LIABLE FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA,
      INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT,
      SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND
      ARISING OUT OF THIS AGREEMENT, EVEN IF LICENSEE OR TRADEX TECHNOLOGIES,
      INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND
      NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
      THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY
      CLAIMS AGAINST THIRD PARTY END USERS.

6.    Indemnity: Third Party End User shall indemnify, defend, and hold
      harmless Licensee, TRADEX Technologies and their employees, agents,
      successors, officers, and assigns, from any suits, losses, claims,
      demands, liabilities, costs and expenses (including attorney and
      accounting fees) that Licensee or TRADEX Technologies, Inc. may sustain
      or incur arising from (a) the Third Party End User's use of the
      Software, (b) the Third Party End User's failure to comply with any
      applicable laws and regulations (including without limitation those
      regarding the export of products or technology abroad) or to obtain any
      licenses or approvals from the appropriate government agencies necessary
      to purchase or sell the subject goods and services, or (c) the Third
      Party End User's breach of any of its obligations set forth in the
      Agreement; provided, that Licensee and/or TRADEX Technologies, Inc.
      provides Third Party End User with: (i) prompt written notice of such
      claim; (ii) control over the defense and settlement of such claim; and
      (iii) proper and full information and assistance at Third Party End
      User's expense to settle and/or defend any such claim. Notwithstanding
      the foregoing, Third Party End User shall not settle any such claim,
      suit or proceeding without the written consent of Licensee and TRADEX
      Technologies, Inc., which shall not be unreasonably withheld.

7.    No Third Party Beneficiary Rights: The Software used by Licensee to
      facilitate business transactions by Third Party End User is supplied by
      TRADEX pursuant to a separate License Agreement. All rights granted
      pursuant to such License Agreement shall be for the sole and exclusive
      benefit of TRADEX Technologies, Inc. and Licensee. Third Party End User
      shall not be treated as a direct, indirect, intended or incidental third
      party beneficiary of such License Agreement, nor shall any other person
      or entity have any legal or equitable right, remedy or claim under or in
      respect of the License Agreement.


                                      10


<PAGE>


                                  SCHEDULE C



The dimensions for the "Powered by TRADEX" logo shall be the following:

Width:  120 pixels
Height: 48 pixels

-  The graphic should support 256 colors.
-  Preferred graphic format: .gif



                                  [GRAPHIC]


<PAGE>


                                   SCHEDULE D

                       GOLD MAINTENANCE AND SUPPORT PLAN


1.    DEFINITIONS.  In addition to the other terms defined elsewhere in
the Agreement, the following terms shall have the following meanings:

(a)   "Critical" shall mean a verifiable, reproducible condition that causes
the Software to halt, causing substantially reduced performance/throughput, or
substantially inhibits execution of an existing vital process.

(b)   "Error" shall mean a failure of the Software to perform in material
conformance with the applicable Documentation.

(c)   "Response" shall mean that TRADEX begins working on resolution of the
Error.

(d)   "Serious" shall mean a verifiable, reproducible condition that causes
an initial degradation in performance/throughput, and creates a high risk
condition leading to reduced Software performance or loss of a vital process.

2.    GOLD SUPPORT:  Gold Support shall entitle Licensee to the Support
Services set forth below. TRADEX will use commercially reasonable efforts to
correct any Critical or Serious Errors.

3.    8 X 5 SUPPORT.  When requiring Support Services at any time other than
normal working hours 9 a.m. to 5 p.m. EST, Licensee should use the TRADEX
support pager number of 1-888-914-1571 and leave a phone number where they
can be contacted. During normal hours, Licensee should contact the TRADEX
Help Desk to report all support issues. TRADEX Help Desk will be the contact
point of Support Services for Licensee. TRADEX Help Desk associates will
escalate any Support Services issues internally that cannot be resolved upon
the initial call.

4.    FIRST PRIORITY SERVER SUPPORT.  TRADEX shall undertake commercially
reasonable efforts to provide an Initial Response to Licensee within a
reasonable period of time. Responses may be delivered by e-mail, fax and/or
telephone. TRADEX may also request Licensee to provide additional information
as part of the initial TRADEX Response.

5.    ACCESS TO BETA SOFTWARE PRODUCTS.  Subject to Licensee's execution of
any beta license agreement that TRADEX may require, TRADEX will offer to
Licensee any generally available beta versions of the Software (including
major Upgrades).  TRADEX reserves the right to charge its then-current hourly
rate for professional services preformed at Licensee's request for
installation, integration, data cut-over or other services to accomplish
migration from one version/release to another.  Licensee shall have the right
to decline beta testing of new software products.

6.    UPGRADES AND UPDATES.  Subject to the terms of the Agreement, TRADEX
will make Updates and Upgrades made generally available at no further cost
during the periods in which Licensee is entitled to receive the Support
Services. TRADEX reserves the right to charge additional License Fees for any
Upgrades to existing Software which incorporate significant new features or
functionality of the Software licensed from or contributed by third parties,
as determined by TRADEX in its sole discretion. This provision shall not
constitute a requirement that TRADEX develop or otherwise make available any
Updates or Upgrades.

7.    CONDITIONS OF SUPPORT:  Licensee's right to obtain Support Services are
conditioned on adherence to the following terms and conditions.

(a)   Licensee shall provide a first line of support to its Users. Licensee
shall assign internal support persons to act as Support Service liaisons
("Liaisons") with TRADEX. All Support Service calls from Licensee shall be
directed through the Liaisons. Licensee may change its Liaisons, at no
additional charge, by notifying TRADEX either via e-mail or fax of such change
forty-eight (48) hours in advance.

(b)   In the event an Error requiring technical support cannot be resolved by
telephone, e-mail or facsimile in a reasonable time, Licensee and TRADEX will
jointly develop and implement a resolution plan. This plan may require the
payment of fees to TRADEX for off-plan man-hours and reimbursement of
reasonable, documented travel expenses for TRADEX personnel involved.

(c)   TRADEX shall not be liable for supporting problems or issues arising
solely from system abnormalities or other software applications used in
conjunction with or resident on the same computer hardware on which the
TRADEX Software resides ("Equipment").

(d)   TRADEX requires Licensee to segregate TRADEX software from other
applications which Licensee may be supporting. This segregation should
include but not be limited to establishing different instances of the
database for each application and separating RAID array functionality.

(e)   In the event that TRADEX, at the request of Licensee, provides support
for a problem which is ultimately determined to have been a problem for which
TRADEX is not liable for providing Support Services, then Licensee shall
compensate TRADEX for time spent resolving the problem at TRADEX's
then-current hourly rate for professional services.

(f)   TRADEX's obligation to provide Support Services shall not apply to
Software that was released more than one year before the then most current
Upgrade of the Software, unless the version number of the installed Software
is within one decimal versions of the then most current Upgrade of the
Software.

(g)   Licensee agrees to promptly notify TRADEX of the change of location of
the equipment upon which any of the Software covered by this Agreement
resides. TRADEX reserves the right to adjust the monthly charges if the move
is likely to materially change the cost of providing Support Services
hereunder.

(h)   TRADEX will not be under any obligation to provide Support Services:
(i) for any modifications, extensions or customizations to the Software not
performed or provided by TRADEX, (ii) if the Software is used in violation of
the Agreement or most current Documentation, or (ii) if the equipment on
which the Software resides ("Equipment") contains application software not
provided, authorized or recommended by TRADEX.

(i)   In no event is TRADEX required to provide Support Services due to: (i)
causes beyond TRADEX's reasonable control, or (ii) the acts or omissions of
Licensee or other third parties.

(j)   Licensee will give TRADEX Access (defined below) to a server outside of
Licensee's environment which is running an


<PAGE>


exact copy of the current Software running within Licensee's environment.
"Access" means remote access including but not limited to a browser log-on
with all permissions, database root access via the database port and direct
access to the web server to view any relevant Java code.

(k)   TRADEX shall not be obligated to provide Support Services in the event
of a discontinuation by Licensee of Support Services or gaps in the Support
Services resulting from non-payment by Licensee.

(l)   Response times shall be measured in U.S. business hours.

8.    SUPPORT FEES AND PAYMENT:  TRADEX will provide Licensee the Support
Services on fiscal year increments (based on the Effective Date). Licensee
will pay the first year of Support Services as set forth in Schedule A to the
Agreement. TRADEX will invoice Licensee for the next year's Support Services
before the current Support period is scheduled to expire. Support Services
shall terminate unless Licensee pays TRADEX's then-current fees within thirty
(30) days of the invoice date. Support Services Fees are based on the
continuous contracting for support for the Software. Reinstatement of Support
Services will be subject to TRADEX's then-current policies and applicable
Fees regarding reinstatement. TRADEX reserves the right to modify its
Support Service policies and Fees from time to time.

9.    TERMINATION:  Either party may terminate the Support Services if the
other party commits a material breach of this Agreement and fails to remedy
such breach within thirty (30) days after receipt of written notice of such
breach.

10.   LIMITATIONS:  TRADEX'S SOLE LIABILITY AND LICENSEE'S SOLE REMEDY FOR
ANY FAILURE OF TRADEX TO PROVIDE THE SUPPORT SERVICES AS REQUIRED HEREIN IS
(I) FOR TRADEX TO USE COMMERCIALLY REASONABLE EFFORTS TO FIX OR RESOLVE THE
ERROR SO AS TO RESTORE THE SOFTWARE TO MATERIAL CONFORMANCE WITH THE
APPLICABLE DOCUMENTATION, OR (II) FOR LICENSEE TO TERMINATE ITS RECEIPT OF
SUPPORT SERVICES. IN ANY EVENT, TRADEX'S CUMULATIVE LIABILITY FOR ANY CLAIM
RELATING IN ANY MANNER TO THE SUPPORT SERVICES, REGARDLESS OF THE TYPE OR
NATURE OF THE ACTION, SHALL BE LIMITED TO LICENSEE'S DIRECT DAMAGES NOT
EXCEEDING THE AMOUNT PAID TO TRADEX BY LICENSEE FOR SUCH DEFECTIVE SUPPORT
SERVICES FOR THE SUBJECT ANNUAL PERIOD. IN NO EVENT SHALL TRADEX BE LIABLE
FOR ANY LOSS OF USE, DATA OR PROFITS OR INDIRECT, SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT OR
OTHERWISE, EVEN IF TRADEX HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING
THOSE OF MERCHANTABILITY, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE,
REGARDING THE SUPPORT SERVICES.


<PAGE>

                                 SCHEDULE E

                       PROFESSIONAL SERVICES AGREEMENT


         THIS PROFESSIONAL SERVICES AGREEMENT is made and entered into as of
the 3rd day of December, 1999, by and between TRADEX TECHNOLOGIES, INC., a
Delaware corporation (hereinafter referred to as "TRADEX") with a place of
business at 501 East Kennedy Blvd., Suite 600, Tampa, Florida 33602, and
PartsBase.com, (hereinafter referred to as "Customer") with its principal
place of business at Boca Raton, Florida.

In consideration of the mutual terms, conditions and covenants hereinafter
set forth, Customer and TRADEX agree as follows:

1.    The Customer hereby retains TRADEX as an independent contractor to
perform implementation, integration and customizations services as set forth
in Exhibit A, as may be amended from time to time, and TRADEX hereby accepts
such engagement.

2.    The term of this Agreement shall commence when this Agreement is signed
by an authorized representative of TRADEX.

3.    Customer shall pay to TRADEX and TRADEX shall accept from the Customer
as compensation for all services to be provided pursuant to this Agreement
("Services") the hourly rates outlined in Exhibit A. In addition, Customer
shall promptly reimburse TRADEX for all reasonable expenses incurred by
TRADEX in providing services to Customer, including but not limited to
reasonable travel time, transportation, lodging, meal expenses and related
costs incurred by TRADEX. Reimbursements shall be paid by Customer to TRADEX
upon Customer's receipt of invoice from TRADEX.

4.    TRADEX shall provide to Customer the Services in accordance with the
delivery dates, if any, set forth in Exhibit A.

5.    Any software code created by TRADEX under this Agreement shall be owned
by TRADEX. Customer hereby assigns to TRADEX all right, title and interest,
including any copyright that it may have in any products developed by TRADEX
pursuant to this Agreement. Customer's right to use software developed by
TRADEX shall be governed by the Software License Agreement between the
Customer and TRADEX (the "License Agreement"). Any product created by TRADEX
pursuant to this Agreement will remain the property of TRADEX, and TRADEX
retains the right to use and demonstrate such products for prospective
clients of TRADEX. Customer shall not license or otherwise convey any portion
of any product developed by TRADEX in any form unless expressly agreed to in
writing in advance by TRADEX.

6.    Customer shall not disclose, copy or transfer any trade secrets,
products, customized software or other confidential information owned by
TRADEX without prior written permission from TRADEX.

7.    TRADEX is an independent contractor and nothing contained in this
Agreement shall be deemed or interpreted to constitute TRADEX or Customer as
a partner, agent or employee of each other, nor shall either party have any
authority to bind the other. During the term of this Agreement and for one
year thereafter, neither party shall solicit the other party's employees.

8.    The License Agreement and this Agreement state the entire agreement and
understanding between the parties relating to the subject matter of this
Agreement. This Agreement and the License Agreement supersede all other prior
agreements, oral or written, between the parties relating to their subject
matter and are intended as a complete and exclusive statement of the
agreement between the parties. Customer represents that it has not relied
upon any representations which are not contained in this Agreement as an
inducement to enter into this Agreement. No change or modification of this
Agreement shall be valid unless the same be is writing, refers to this
paragraph, and is signed by the parties. In the event of any conflict between
this Agreement and the License Agreement, the terms of this Agreement shall
prevail with regard to the services performed under this Agreement.

9.    TRADEX does not warrant that the Services provided pursuant to this
Agreement will meet Customer's requirements or that the Services performed
will be error-free. TRADEX warrants that, during the first thirty (30) days
following delivery of any such software, the Services delivered by TRADEX,
will perform substantially in accordance with any documentation provided
which give instructions regarding the Services, as updated from time to time,
and which are identified by TRADEX on their face as "Documentation." TRADEX
shall not be liable for claims under the foregoing warranty if Customer
fails to provide written notice of such claim prior to expiration of the
warranty. TRADEX's sole obligation and liability under this paragraph 9 shall
be to replace or correct the Services or, at the option of TRADEX, to refund
the license fee for the Services upon return or destruction of the software
portion of the Services and its associated documentation and all copies
thereof.

TRADEX warrants the magnetic media on which software portion of the Services
is furnished to Customer to be free of defects in materials for a period of
thirty (30) days from the date of shipment to Customer. TRADEX's entire
liability under this paragraph 9 shall be the replacement of any media found
to be defective in materials.

THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED. TRADEX DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ANY MODIFICATION OF SERVICES FURNISHED BY TRADEX BY ANY PERSON OTHER THAN
TRADEX OR ANY USE OF THE SERVICES WITH INFRINGING SOFTWARE OR DATA WILL VOID
TRADEX'S DUTIES UNDER


<PAGE>

the warranty provisions hereof. TRADEX is not liable for any damage caused by
running TRADEX developed software on other than the recommended hardware
configuration as described in Schedule B.

10. TRADEX's liability to Customer for any breach of the warranties in paragraph
9 hereof will be limited to the remedies specified therein. IN ANY EVENT, ANY
CLAIM CONCERNING PERFORMANCE OR NON-PERFORMANCE OF TRADEX PURSUANT TO, OR IN ANY
WAY RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE LIMITED TO
COMPANY'S DIRECT DAMAGES NOT EXCEEDING THE AMOUNT PAID TO TRADEX BY COMPANY
HEREUNDER FOR THE SERVICES. IN NO EVENT SHALL TRADEX BE LIABLE FOR ANY LOSS OF
USE, DATA OR PROFITS OR INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES,
WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF TRADEX HAS BEEN SPECIFICALLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION, REGARDLESS OF FORM,
ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER
MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

11. This Agreement shall be governed by and construed in accordance with the
laws of the State of Georgia. The solo and exclusive jurisdiction and venue for
any dispute arising from this Agreement or related to its subject matter shall
be in the State of Georgia. The prevailing party in any dispute between the
parties shall recover its reasonable attorneys' fees and costs from the
non-prevailing party.

12. All notices required or permitted to be given hereunder shall be in writing
and shall be delivered personally or by Certified or Registered Mail - Return
Receipt Requested, postage prepaid, addressed to the party's last know address.

Customer address:


Attention:

Robert A. Hammond, CEO
PartsBase.com
7171 N. Federal Highway
Boca Raton, FL 33487

TRADEX address:

Attention:

Vice President of Consulting Services
TRADEX Technologies, Inc.
501 East Kennedy Blvd., Suite 600
Tampa, Florida 33602

13. Whenever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition
or invalidity and shall not invalidate the remainder of such provision or the
remaining provisions of this Agreement which shall continue in full force and
effect.

14. This Agreement may be executed in more than one counterpart and each such
counterpart shall be deemed to be an original.

15. This Agreement, including all attached Exhibits and Schedules, constitute
the entire agreement and understanding between the parties in reference to its
subject matter and any and all previous agreements, discussions, promises,
representations, and understandings between the parties relative thereto are
merged herein and superseded hereby. Customer represents that it has not relied
upon any representation of TRADEX in entering into this Agreement, which is not
expressly set forth in this written Agreement. Customer represents to TRADEX
that any representation made by TRADEX to Customer which is not set forth herein
is not material to Customer.

16. This Agreement does not create and shall not be construed as creating any
relationship of agency, partnership, or employment between the parties. The
parties enter this Agreement as, and shall remain, independent parties and
independent contractors. Except as otherwise provided in this Agreement, no
party shall have the right or authority to assume, create, or enlarge any
obligation or commitment on behalf of any other, and shall not represent itself
as having the authority to bind any other in any manner.

17. Except as otherwise limited herein, the rights and remedies of the parties
set forth in this Agreement are cumulative and are in addition to all other
rights and remedies (whether civil, criminal, equitable, or otherwise) which
they may have in law or in equity.

18. The parties hereby agree to opt out of the application of the United Nations
Convention for the International Sale of Goods to this transaction.

19. Neither party to this Agreement shall be liable to the other party for any
delays in the performance of its obligations or duties due to acts of God,
strikes, transportation delays, fires, floods, riots, political uprisings or
revolutions, labor disputes, freight embargoes, shortage of labor, inability to
secure fuel or power at reasonable prices or on account of shortages thereof,
laws or acts of any Federal, state or local government affecting the Software or
the conduct of the parties, including export licensing restrictions or other
export restrictions, or any other such causes beyond such party's reasonable
control, except in no event shall this paragraph apply to any payments due to
TRADEX hereunder.

20. Customer shall not have the right to assign or otherwise transfer its rights
or obligations under this Agreement without TRADEX's prior written consent,
<PAGE>

TRADEX TECHNOLOGIES, INC.



By:  /s/ [ILLEGIBLE]
   -----------------------------------------

Title:
      --------------------------------------
Address:
        ------------------------------------

        ------------------------------------

Telephone:
          ----------------------------------

Facsimile:
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LICENSEE:



By:  /s/ [ILLEGIBLE]
   -----------------------------------------

Title: President
      --------------------------------------
Address:   7171 N. Federal Hwy
        ------------------------------------
           Boca Raton, Florida
        ------------------------------------

Telephone:  (561) 443-3302
          ----------------------------------

Facsimile:
          ----------------------------------
<PAGE>

                                   EXHIBIT 1

            STATEMENT OF WORK FOR FAST TRACK IMPLEMENTATION SERVICES

DESCRIPTION OF SERVICES TO BE PERFORMED:

The following activities and deliverables are referenced from the E-ComSIM
document:

ACTIVITIES

CONDUCT PRODUCT INFORMATION SESSIONS TO USERS

CONDUCT A SCOPING AND JAD SESSION TO GATHER INITIAL SPECIFICATIONS

a)  Develop a Customer Profile (PSA-Profile)

b)  Create a Project Description (SIM-100)

c)  Develop Meeting Agendas (SIM-210)

d)  Generate an Initial Requirements Definition (SIM-125)

PERFORM INITIAL GAP ANALYSIS
a) UPDATE Requirements Definition

PRODUCE SPECIFICATION DOCUMENTS AND STATEMENTS OF WORK (SOW) FOR IDENTIFIED
CUSTOMIZATIONS WITH ASSOCIATED COSTS AND TIMELINES

a) Refine the Requirements Definition (SIM-125)

b) Create Use Case Flows (SIM-420)

c) Update the Project Workplan (SIM-225)

d) Generate Statements of Work (SIM-SOW)

PROVIDE CONSULTING IN THE AREA OF TECHNICAL ARCHITECTURE DEVELOPMENT

PRODUCE PRO-INSTALLATION SPECIFICATION DOCUMENTS RELATED TO NETWORK TOPOLOGY,
HARDWARE, ENVIRONMENT AND INFRASTRUCTURE

a) Complete Pre-Installation Questionnaire (PSA-Checklist)

AGGREGATE/IMPORT 2 SUPPLIER CATALOGS

TRAIN KEY USERS ON CONTENT MANAGEMENT PROCESSES

PERFORM THE CORE INSTALLATION OF BASELINE PRODUCT

PERFORM THE INITIAL CONFIGURATION AS PER REQUIREMENTS

CONDUCT FORMAL USER TRAINING

PREPARE CUSTOMER SPECIFIC TRAINING MATERIALS AND CONTENT FOR A 2-3 DAY TRAINING
SESSION

DELIVERABLES

SIM-100          PROJECT DESCRIPTION
                 Contains all high level information about the project as it
                 relates to high level timeline expectations, project manager
                 assigned and basic requirements such as the application being
                 installed.

SIM-125          REQUIREMENTS DEFINITION

                 This is the main document containing all project related
                 information. This includes hardware and software requirements
                 as well as all development work to be performed based on
                 functionality and feature requirements. Any and all project
                 related requirements are contained in this document, including
                 integration to any customer systems.

SIM-210          MEETING AGENDAS

                 This document is used as the controlling entity of the project
                 meeting and all JAD sessions. Attendees and meeting
                 objectives/items are listed on this document.
<PAGE>

SIM-SOW          STATEMENTS OF WORK
                 This document is used for each customization requested and
                 approved.

SIM-225          PROJECT WORKPLAN
                 This is the project workplan that defines the schedule of tasks
                 being completed.

SIM-420          USE CASE SCENARIO
                 These documents contain information related to any one
                 requirement. The requirement is spelled out in detail
                 containing all screen prints as necessary. The task level
                 requirement is a result of this document. The SIM 125 contains
                 links to the Use Case documents. The document naming convention
                 is "SIM-420_#". Each "#" will be incremented by "1" and linked
                 to from within the SIM-125.

PSA_CHECK LIST   PRE-INSTALLATION CHECKLIST
                 This is used to ensure the customer location adheres to the
                 basic requirements of the TRADE'ex application.

PSA_PROFILE      CUSTOMER PROFILE
                 This document contains all customer related information as it
                 relates to existing hardware systems, platforms, desktop
                 machines, browsers and all other related information so that
                 TRADE'ex can be prepared to resolve compatibility issues.

TERMS OF PAYMENT FOR FAST TRACK IMPLEMENTATION SERVICES

     In addition to the required prepayment, Customer shall promptly reimburse
TRADEX for all reasonable expenses incurred by TRADEX in providing services to
Customer, including but not limited to reasonable travel time, transportation,
lodging, meal expenses and related costs incurred by TRADEX. Additional
professional services outside of the scope of the Fast Track methodology will be
on a time and materials basis. The rates for any such additional professional
services shall be based on TRADEX's then prevailing hourly rates for
professional services. TRADEX's current professional services rates are set
forth below in the Professional Services Rate Schedule.

                      PROFESSIONAL SERVICES RATE SCHEDULE

<TABLE>
<S>                                                <C>
                  Manager Level Resources           $275 Hour
                  Technical Resources               $225 Hour
                  Training                          $2,950 Day
</TABLE>