Exhibit 10.4

                                License Agreement

      This License  Agreement (the  "Agreement")  is reached between The Murdock
Group Career  Satisfaction  Corporation,  a Utah  corporation  ("Murdock"),  and
myjobsearch.com,  inc.,  a  Delaware  Corporation  ("MJS") in  consideration  of
receipt of MJS shares by Murdock, the sufficiency of which is acknowledged.


                                    Recitals

Whereas,  Murdock  is the  developer  and  exclusive  owner of a series of eight
"Career Insight" training courses (as set forth in manuals, workbooks, handouts,
and  related  material)  designed  to  increase  personal  job-searching  skills
(collectively,  the  "System");  and  Whereas,  Murdock  has  formed  MJS  as  a
subsidiary corporation to exploit the demand for career-related  information and
services on the  Internet,  and  desires to grant a  perpetual,  exclusive,  and
royalty-free license authorizing MJS to use the System online;


                             It is Therefore Agreed

     1. Grant of License. Murdock hereby grants to MJS a perpetual and exclusive
license to use the System,  and any System  modifications  it may  develop  (the
"Derivative  Works"), on the Internet.  MJS may not use the System or Derivative
Works in any way other than over the Internet. It is understood that Murdock may
use the Internet to market  in-person  and other forms of delivery of the System
to customers, but may not offer the contents of the System on the Internet.

     2. Derivative Works. All right, title and interest in and to the Derivative
Works (together with any and all  corresponding  intellectual  property  rights)
shall be solely owned by MJS, subject to Murdock's  intellectual property rights
in the  original  works.  Murdock  agrees to execute  any  additional  documents
reasonably  requested by MJS in order to evidence or perfect MJS's  ownership of
the Derivative  Works.  MJS hereby grants to Murdock a perpetual  license to use
the Derivative Works in any way other than over the Internet.

     3.  Modifications  by  Murdock.  All  modifications  of the System  made by
Murdock,  including  all  improvements  and additions to and new versions of the
System  (the  "Modifications"),  shall be deemed  licensed  by  Murdock  to MJS,
subject to all terms and  conditions of this  Agreement.  Murdock agrees to make
prompt  disclosure to MJS of all Modifications and provide master copies thereof
to MJS upon request.

     4.  Royalties.  MJS  shall  pay no  royalty  for use of the  System  or any
Modification; Murdock shall pay no royalty for use of Derivative Works.

     5.  Warranties.  Murdock  warrants,  represents  and  covenants  to  MJS as
follows,  upon which MJS  substantially  relies:  (a) the System is the original
work and  creation of Murdock;  (b) Murdock has proper  authority to license the
System  to MJS;  (c) this  license  does not  infringe  any  copyright,  patent,
trademark,  trade secret or other  proprietary  or personal  rights of any third
party;  (d)  Murdock  has not  entered  into any oral or  written  agreement  or
understanding  which would prohibit the licensing of the System,  in whole or in
part,  to MJS  hereunder;  and (e) the above,  warranties,  representations  and
covenants shall equally apply to Modifications.

     6. Indemnification. Murdock shall, at its sole cost and expense, indemnify,
defend and hold MJS harmless from and against any claim, loss,  damage,  expense
or liability  (including  attorneys'  fees and costs) arising out of a breach of
the foregoing warranties,  including any claim or allegation that the System, or
other materials supplied by Murdock hereunder,  infringe any third party patent,
copyright,  trade secret or other  proprietary or personal right.  MJS agrees to
give Murdock prompt notice of any such claim and grant Murdock sole control over
the  defense of the claim.  MJS may,  at its  option and  expense,  choose to be
represented by separate  counsel with respect to any such claim.  If any part of
the System is held to  infringe,  in addition to bearing the cost of defense and
indemnifying  MJS against any damages  ultimately  assessed,  Murdock  shall use
commercially  reasonable  efforts,  at its  expense,  to modify the System to be
non-infringing,  without adversely  affecting the quality or completeness of the
System, or to obtain for MJS a license to continue using the System.

     7. Limitation of Liability.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT,  NEITHER PARTY MAKES ANY  REPRESENTATIONS  OR WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, INTELLECTUAL PROPERTY OR
ITS DERIVATIVE  WORKS,  INCLUDING WITHOUT  LIMITATION THE IMPLIED  WARRANTIES OF
MERCHANTABILITY  AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MURDOCK
OR MJS BE LIABLE AND EACH PARTY  COVENANTS NOT TO BRING ANY CLAIM FOR SPECIAL OR
CONSEQUENTIAL  DAMAGES OR FOR ANY INDIRECT  DAMAGES SUCH AS, BUT NOT LIMITED TO,
EXEMPLARY  DAMAGES,  WHETHER OR NOT SUCH  DAMAGES WERE  FORESEEN OR  UNFORESEEN;
PROVIDED,   HOWEVER,   THAT  THIS   LIMITATION  OF  LIABILITY  SHALL  NOT  LIMIT
INDEMNIFICATION OBLIGATIONS AS SET FORTH ABOVE.

     8. Confidentiality. As used herein, "Confidential Information" includes any
trade secrets, proprietary materials,  parties' methods of operation,  marketing
plans,  customer lists, future plans, the specific terms of this Agreement,  any
written  materials marked as  confidential,  and other materials or information,
written,  oral,  visual or electronic,  which reasonably should be understood by
the recipient of such information ("Recipient") to be confidential. Confidential
Information does not include  information that Recipient can prove (a) is now or
later  becomes  generally  available  to the public  without  fault or breach of
Recipient;  (b) was rightfully in Recipient's  possession prior to disclosure by
the other party  ("Discloser");  (c) is  independently  developed  by  Recipient
without  the  use  of  any  Confidential  Information  of  Discloser;  or (d) is
rightfully  obtained  by  Recipient  from a third  party  who has the  right  to
disclose it.

          a.  Each  party,  as  Recipient,  agrees  that  it will  not  disclose
          Confidential Information to any person or use Confidential Information
          for any  purpose  except as  expressly  permitted  by this  Agreement.
          Recipient may disclose Confidential  Information only to its employees
          who have a need to know such information.  Recipient shall inform such
          employees  that under this  Agreement they are bound by obligations of
          confidentiality  and shall  maintain with each such employee a written
          agreement  sufficient  to require  the  employee  to keep this type of
          information  confidential.  Confidentiality  obligations shall survive
          for a period of five (5) years from the date of disclosure.

          b. Each party agrees to  carefully  and  continuously  control use and
          disclosure of the other party's Confidential Information, and to treat
          it with at least the same level of  protection  as it affords  its own
          Confidential  Information  of  similar  nature,  but not  less  than a
          reasonable level of protection.  Recipient shall not copy Confidential
          Information  except to the extent  necessary  for the purposes of this
          Agreement.  Recipient  shall promptly  notify  Discloser if it becomes
          aware  of  any   unauthorized   disclosure   or  use  of   Discloser's
          Confidential   Information,   and  shall  take  all  reasonable  steps
          requested by Discloser to remedy the same.

          c.  Each  party,   as   Recipient,   acknowledges   that   Discloser's
          Confidential Information is highly valuable to the Discloser, that any
          breach  of its  obligations  under  this  Agreement  with  respect  to
          Confidential Information will severely damage Discloser, the extent of
          which damage would be difficult  to  ascertain  and,  therefore,  that
          Discloser  is  entitled  to,  among  any  other  available   remedies,
          immediate injunctive and other equitable relief for any such breach.

     9.  Trademarks.  Murdock grants to MJS a nonexclusive  right and license to
use,  reproduce  and display all  trademarks  used by Murdock in relation to the
System (the "Trademarks") in connection with MJS's marketing and distribution of
the System.  MJS shall have the right to use the Trademarks in its business,  in
its  advertising,  and on its  stationery.  MJS may also develop and use its own
trademarks  and service  marks in connection  with the System.  Murdock makes no
claim of any kind to the MJS logo,  trade  name,  trademark  or related  service
marks or trademarks now owned or hereafter owned by MJS.

     10.  Marketing  Materials.  Murdock shall  furnish,  without charge to MJS,
samples  of  advertising  and  promotional  materials,  including  such items as
photographs  and System  descriptions  and materials which Murdock and MJS agree
are  necessary  for  promotion  of the  System.  MJS  will  be  responsible  for
additional costs in creating brochures,  catalogues, and other promotional items
for use in the promotion of the System.

     11.  Branding;  Copyright  and Trademark  Use. MJS may, in its  discretion,
private-label  the  System as a product  of MJS,  using  MJS's own brand  names,
trademarks and service marks. Product packaging and documentation for the System
shall also be designed and produced by MJS, at its sole discretion. However, MJS
shall include,  subject to Murdock's approval as to form,  appropriate copyright
and trademark notices of Murdock in the documentation for the System.

     12. Proprietary Rights in Trademarks.  MJS will not at any time do or cause
to be done any act or thing  contesting  or in any way  impairing  or tending to
impair Murdock's  rights in and to the Trademarks.  All use of the Trademarks by
MJS shall  inure to the  benefit of  Murdock.  MJS will at no time adopt or use,
without  Murdock's prior written consent,  any name or mark,  either alone or in
combination with any other words or symbols, which is similar to or likely to be
confused with the Trademarks, unless Murdock consents in writing.

     13. Termination.  a. Either party may terminate this Agreement if the other
party  breaches any material  term of this  Agreement  and fails to correct such
breach within 60 days  following  written  notice from the  non-breaching  party
specifying the breach.

          b. MJS may, at its sole option,  terminate this Agreement at any time,
          with or without cause, upon 120 days prior written notice.

          c. Upon  termination  of this  Agreement,  MJS's  right and license to
          market,  distribute  and  sell  the  System  and  its  license  to the
          Trademarks shall terminate;  provided,  however, that MJS may continue
          to distribute the System and offer courses  thereunder as necessary to
          fulfill  orders  received by MJS and binding  commitments  made by MJS
          prior to the date of  termination  and to dispose of MJS's  inventory.
          Upon termination,  each party shall return to the other or destroy all
          Confidential Information supplied by the other party.

     14. Other Provisions.  This Agreement shall be construed in accordance with
the laws of the State of Utah.  In the event  suit is  brought  to  enforce  any
provision  hereof,  the successful party shall recover all costs of enforcement,
including attorney's fees, from the other party.


                               Dated this 22nd day of June, 1999






                               /s/ KC Holmes
                               -------------------------------------------------
                               Authorized Officer,
                               The Murdock Group Career Satisfaction Corporation



                               /s/ KC Holmes
                               -------------------------------------------------
                               Authorized Officer, myjobsearch.com, inc.