<PAGE>   1
                                                                    EXHIBIT 10.1


[ORACLE LOGO]                           SOFTWARE LICENSE AND SERVICES AGREEMENT

<TABLE>
<S>                                                   <C>      <C>      <C>   <C>      <C>            <C>       <C>
--------------------------------------------------------------------------------------------------------------------------------
 CUSTOMER: 1200-1055 W. Hastings St.                                      PURCHASE ORDER NO.:
 ADDRESS:  Vancouver, BC V6E 2E9                                          PURCHASE ORDER DATE:
                                                                          ORACLE AGREEMENT NO:.
                                                                          CONFIGURATION ID (CID):
--------------------------------------------------------------------------------------------------------------------------------



                                                        # OF   NUMBER
                                                       COPIES    OF     USER  LICENSE                 LEVEL OF
PRODUCTS AND SERVICES                                  TO SHIP  USERS   TYPE   TYPE    LICENSE FEES    SUPPORT    SUPPORT FEES
----------------------------------------------------- -------- ------- ------ ------- --------------- --------- ----------------
(cont'd from previous page)

Oracle JDeveloper Suite                                  1        1       D     F                         S
Oracle Developer                                         1        1       D     F                         S

Subtotal                                                                              $ 2,121,065.00            $  512,520.00
Less discount                                                                         $  (615,108.85)             (148,630.80)
Less discount                                                                         $  (151,620.50)
Less discount                                                                                                   $  (60,648.20)


Total                                                                                 $ 1,354,335.65            $  303,241.00

--------------------------------------------------------------------------------------------------------------------------------
 TAXES WILL BE BILLED TO CUSTOMER UNLESS EXEMPTION IS CERTIFIED. CHECK IF NON-TAXABLE:           GST: [ ]      PST: [ ]
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
COMPUTER HARDWARE AND OPERATING SYSTEM                          USER TYPE          LICENSE TYPE            LEVEL OF SUPPORT
--------------------------------------                          ---------          ------------            ----------------
MAKE/MODEL:        Intel NT unless specified                    (C) CONCURRENT     (F) FULL USE            (B) BRONZE
OPERATING SYSTEM:  NT                                           (N) NAMED          (A) APPLICATION         (S) SILVER
                                                                                       SPECIFIC
MACHINE REFERENCE:                                              (CO) COMPUTER      (W) WEB SPECIFIC
SOFTWARE MEDIA :   CD                                           (CA) CASUAL        (WA) WEB APPLICATION SPECIFIC
CPU LOCATION:      Customer Site                                (P) POWER UNIT
FOR APPLICATION SPECIFIC ONLY - CUSTOMER APPLICATION:
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
 CONTRACT ADMINISTRATOR                                         TECHNICAL SUPPORT CONTACT
 NAME:    David Noble                                           NAME:    David Noble
 ADDRESS: 1200-1055 W. Hastings St.                             ADDRESS: 1200-1055 W. Hastings St.
          Vancouver, BC V6E 2E9                                          Vancouver, BC V6E 2E9
 PHONE:   604-618-2317                                          PHONE:   604-618-2317
 BILLING/ACCOUNTS PAYABLE CONTACT                               SHIP TO
 NAME:    David Lewis                                           NAME:    David Noble
 ADDRESS: 1200-1055 W. Hastings St.                             ADDRESS: 1200-1055 W. Hastings St.
          Vancouver, BC V6E 2E9                                          Vancouver, BC V6E 2E9
 PHONE:   604-605-0901                                          PHONE:   604-648-2317
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
 SPECIAL NOTES:  UNLESS OTHERWISE SPECIFIED HEREIN OR IN AN ORDER FORM, CUSTOMER IS LICENSED TO USE THE PROGRAMS IN CANADA
 ONLY.




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

--------------------------------------------------------------------------------------------------------------------------------
 CUSTOMER: SUMmedia.com                                          ORACLE CORPORATION CANADA INC.

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


 AUTHORIZED SIGNATURE:                                           AUTHORIZED SIGNATURE:
--------------------------------------------------------------------------------------------------------------------------------

 NAME:                                                           NAME:
--------------------------------------------------------------------------------------------------------------------------------

 TITLE:                                                          TITLE:
--------------------------------------------------------------------------------------------------------------------------------

 DATE:                                                           DATE:
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE ______________, 19__ , OR IF LEFT
BLANK THE EARLIER OF THE DATES SET OUT ABOVE. THIS ORDER IS PLACED SUBJECT TO
THE TERMS AND CONDITIONS ABOVE AND ON THE FOLLOWING PAGES.


                                                                     Page 1 of 6

<PAGE>   2

[ORACLE LOGO]                           SOFTWARE LICENSE AND SERVICES AGREEMENT


                              TERMS AND CONDITIONS

This Software License and Services Agreement (the "Agreement") is between Oracle
Corporation Canada Inc. with its principal place of business at 110 Matheson
Blvd., West, Suite 100, Mississauga, Ontario, L5R 3P4 ("Oracle") and the
customer identified on the signature page of this Agreement ("Customer"). The
terms of this Agreement shall apply to each Program license granted and to all
Services provided by Oracle under this Agreement and any Order Form.

I      DEFINITIONS

1.1    "APPLICATION SPECIFIC PROGRAM" shall mean one or more of the Programs
       with the following restrictions:

       (a)    limited for use solely for the purpose of executing the Customer
              application identified in an Order Form (the "Application");
       (b)    may not be used to create new tables or alter tables except to the
              extent necessary to implement the Application and may not allow
              use of the Program's "Create" or "Alter" commands or any other
              command to create or alter tables outside the scope of that which
              is necessary for the operation of the Application; and
       (c)    may not be used to build or modify reports or with other
              applications.

1.2    "CASUAL USER" shall mean an individual authorized by the Customer to only
       run queries or reports against Oracle Application Programs. Casual Users
       are licensed to use any of the Oracle Applications and Extensions to
       Oracle Applications for which Customer has acquired Named User licenses."

1.3    "COMMENCEMENT DATE" shall mean the date on which the Programs are
       delivered by Oracle to Customer or, if no delivery is necessary, the
       Effective Date set forth on the relevant Order Form.

1.4    "CONCURRENT DEVICES" shall mean the maximum number of input devices
       accessing the Programs at any given point in time. If multiplexing
       software or hardware (e.g. a TP monitor, webserver product) is used, this
       number must be measured at the multiplexing front-end.

1.5    "DESIGNATED SYSTEM" shall mean the computer hardware and operating system
       designated on the relevant Order Form.

1.6    "DOCUMENTATION" shall mean the user guides and manuals for installation
       and use of the Program software. Documentation is provided in CD-ROM or
       bound form, whichever is generally available.

1.7    "FULL-USE PROGRAMS" shall mean unaltered versions of the Programs with
       all functions intact.

1.8    "LIMITED PRODUCTION PROGRAM" shall mean a Program which does not appear
       on the Price List or which is designated as Limited Production by Oracle.

1.9    "ORDER FORM" shall mean the document in hard copy or electronic form by
       which Customer orders Program licenses and/or Services and which is
       agreed to by the parties. The Order Form shall reference the Effective
       Date of this Agreement.

1.10   "PRICE LIST" shall mean Oracle's applicable standard commercial fee
       schedule that is in effect when a Program license or any other product or
       service is ordered by Customer.

1.11   "PROGRAM" shall mean the software in object code form distributed by
       Oracle for which Customer is granted a license pursuant to this
       Agreement, the media, the Documentation and Updates.

1.12   "SERVICES" shall mean Technical Support, training, consulting or other
       services provided by Oracle to Customer under this Agreement.

1.13   "SUPPORTED PROGRAM LICENSE" shall mean a Program license for which
       Customer has ordered Technical Support for the relevant time period.

1.14   "TECHNICAL SUPPORT" shall mean Program support provided under Oracle's
       policies in effect on the date Technical Support is ordered.

1.15   "UPDATE" shall mean a subsequent release of the Program which is
       generally made available for Supported Program Licenses at no additional
       charge other than media and handling charges. Update shall not include
       any release, option or future product which Oracle licenses separately.

1.16   "USER," unless otherwise specified on the Order Form, shall mean a person
       authorized by Customer to use specified Programs, regardless of whether
       the individual is actively using the Programs at any given time.

II.    PROGRAM LICENSE

2.1.   RIGHTS GRANTED
       A.     Oracle grants to Customer a nonexclusive license to use the
              Programs Customer obtains under this Agreement, as of the
              Commencement Date as follows:

              i.     to use the Programs solely for Customer's operations on the
                     Designated System or on a backup system if the Designated
                     System is inoperative, consistent with the use and/or User
                     limitations specified or referenced in this Agreement, an
                     Order Form and the Documentation. Customer may not
                     re-license, rent or lease the Programs or use the Programs
                     for third-party training, commercial time-sharing, rental
                     or service bureau use;

              ii.    to use the Documentation in support of Customer's
                     authorized use of the Programs;

              iii.   to copy the Programs for archival or backup purposes and to
                     make a sufficient number of copies for the User limitations
                     specified in the Order Form. All titles, trademarks,
                     copyright and restricted rights notices shall be reproduced
                     in such copies. All archival and backup copies of the
                     Programs are subject to the terms of this Agreement;

              iv.    to modify the Programs and combine them with other software
                     products; and

              v.     to allow third parties to use the Programs for Customer's
                     operations so long as Customer


                                                                     Page 2 of 6

<PAGE>   3
[ORACLE LOGO]                           SOFTWARE LICENSE AND SERVICES AGREEMENT

                     ensures that use of the Programs is in accordance with the
                     terms of this Agreement.

              Customer shall not copy or use the Programs except as otherwise
              specified in this Agreement or an Order Form.

              In the event that the number of copies of the Programs shipped to
              Customer is less than the number actually licensed pursuant to
              this Agreement, then Customer shall have the right to make copies
              of the Programs up to the number licensed hereunder. In the event
              Customer does not, for any reason whatsoever, make and/or use the
              number of copies actually licensed pursuant to this Agreement, it
              shall, nevertheless, pay to Oracle all license fees due hereunder.

              In the event Customer specifies that no shipment of media is
              required for any Program, then Customer shall have been deemed to
              have a master copy of such Program and no additional shipment is
              required.

              Customer shall have no right to use any other Oracle software
              program that may be delivered with the Programs.

       B.     Customer agrees not to cause or permit the reverse engineering,
              disassembly or decompilation of the Programs, except to the extent
              required to obtain interoperability with other independently
              created software or as specified by law.

       C.     Oracle shall retain all title, copyright and other proprietary
              rights in the Programs. Customer does not acquire any rights,
              express or implied, in the Programs, other than those specified in
              this Agreement.

2.2.   NETWORK LICENSE
       Customer may order a Network license for Programs using a
       Network Order Form which shall have the following additional rights
       granted:

       A.     To use the Programs on up to five (5) Server operating systems. If
              the number of Server operating systems specified in a Network
              Order Form is less than five (5), Customer may, by written notice
              to Oracle during the one-year period commencing on the effective
              date of the Network Order Form, request Oracle to deliver, (at a
              charge of One Thousand Dollars ($1000) per Server operating system
              to cover media, documentation, shipping and handling charges), the
              corresponding software media and Documentation for the Network
              Program Set, for such additional Server operating system(s), up to
              a maximum of five (5), added by Customer to the Network; provided
              that: i) the Programs licensed hereunder are available in
              production release status on the additional Server operating
              system(s) at the time Customer elects to add such additional
              Server operating system(s); and ii) Customer has continuously
              maintained Technical Support for the Network Program Set on the
              Server operating systems being used prior to such written notice.

       B.     The addition of new Server operating systems beyond the five (5)
              provided for in this Agreement shall, in addition to the
              provisions set out in 2.2A above, be subject to payment by
              Customer to Oracle of ten percent (10%) of the net license fees
              for the Network Program Set as set forth in a Price Addendum in
              effect, or, in the absence of a valid Price Addendum, under
              Oracle's standard Price List in effect at the time of such
              addition. Payment shall be due and payable on the date Customer
              exercises this option.

       C.     Despite anything to the contrary contained in this Agreement,
              Customer shall not be required to report to Oracle which Programs
              included in the Network Program Set are installed on which Server
              or how many Servers are included in the Network. Customer may
              freely transfer the Programs between Servers in the Network at no
              additional charge; however substitutions of Server operating
              systems licensed under this Agreement may be made (at a charge of
              One Thousand Dollars ($1000) per Server operating system to cover
              media, documentation, shipping and handling charges) for a period
              of three (3) years from the effective date of the applicable
              Network Order Form provided that: i) Customer has maintained
              continuous Technical Support for the Programs, ii) notifies Oracle
              in writing of any such change in Server operating systems; and
              iii) the total number of Server operating systems on which the
              Network Program Set is run does not exceed five (5). Thereafter
              such changes may require the payment of additional fees in
              accordance with Oracle's standard license transfer policies then
              in effect.

       D.     Notwithstanding the foregoing, Oracle makes no representation or
              guarantee with respect to the future availability of the Programs
              on any operating system and Oracle shall not be liable for any
              expenditures incurred, or loss suffered, as a result of Customer
              relying on the future delivery by Oracle of the Programs on any
              operating system.

       All fees paid pursuant to this Section 2.2 are non-cancellable and the
       sum paid non-refundable.

2.3.   TRANSFER AND ASSIGNMENT
       A.     Customer may transfer a Program license within its organization
              upon notice to Oracle. Transfers are subject to the terms and fees
              specified in Oracle's transfer policy in effect at the time of the
              transfer.

       B.     Program licenses are personal to Customer. Customer may not assign
              this Agreement or a Program license, or any interest in either, to
              a legal entity separate from Customer except as part of a merger
              or other sale of Customer's business. Such assignment requires the
              prior written consent or Oracle, which shall not be unreasonably
              withheld.

2.4.   VERIFICATION
       At Oracle's written request, not more frequently than annually, Customer
       shall furnish Oracle with a signed certification verifying that the
       Programs are being used pursuant to the provisions of this Agreement.

       Oracle may, at its expense, audit Customer's use of the Programs. Any
       such audit shall be conducted during regular business hours at Customer's
       facilities and shall not unreasonably interfere with Customer's business
       activities. Customer agrees to co-operate in the audit, including
       providing access to servers, employees and information reasonably
       requested by Oracle. If an audit reveals that Customer has underpaid fees
       to Oracle, Customer shall be invoiced for such underpaid fees based on
       the Price List in effect at the time the audit is completed. Audits shall
       be conducted no more than once annually.

III.   SERVICES

3.1.   TECHNICAL SUPPORT SERVICES


                                                                     Page 3 of 6

<PAGE>   4

[ORACLE LOGO]                          SOFTWARE LICENSE AND SERVICES AGREEMENT


       Technical Support ordered by Customer will be provided under Oracle's
       Technical Support policies in effect on the date Technical Support is
       ordered, subject to the payment by Customer of the applicable fees.

3.2.   CONSULTING, TRAINING AND OTHER SERVICES
       A.     PROVISION OF SERVICES Oracle will provide consulting, training and
              other services agreed to by the parties under the terms of this
              Agreement. Consulting services shall be billed on a time and
              materials basis unless the parties expressly agree otherwise in
              writing.

       B.     DIRECTION OF SERVICES Unless otherwise specifically agreed in
              writing, Customer shall be responsible for the direction of the
              services.

       C.     NON-SOLICITATION
              During the term of an Oracle employee's work or assignment in
              connection with Services, and for a period of six (6) months after
              such work or assignment terminates, Customer agrees not to
              directly or indirectly solicit, recruit for employment or offer
              sub-contracting opportunities to or knowingly employ any such
              employee, without the prior written consent of Oracle. In the
              event of a breach of this provision by Customer, Customer shall
              pay Oracle as liquidated damages and not as a penalty, an amount
              equal to twelve (12) months salary for the employee engaged by the
              Customer.

       D.     CHANGES Oracle shall not be in breach of any warranties provided
              for in this Agreement if any of the relevant software, hardware,
              products, goals or related system environment has been changed by
              Customer or any other person without Oracle's specific consent in
              writing. Where such unauthorized changes impede or make more
              costly the provision of Technical Support or consulting services
              hereunder, Oracle shall take such corrective action only if
              Customer agrees to bear such additional cost, at Oracle's then
              prevailing rates.

       E.     COOPERATION Customer acknowledges that the timely provision of and
              access to office accommodations, facilities, equipment,
              assistance, cooperation, complete and accurate information and
              data from its officers, agents, and employees, and suitably
              configured computer products are essential to performance of any
              Services and that Oracle's ability to complete any Services is
              dependent upon same. If the relevant requirement(s), project
              plan(s), schedule, scope, specification(s), design(s), software,
              hardware product(s), or related system environment(s) or
              architecture are changed by Customer or any other person, Oracle
              shall not be responsible for the change unless Customer and Oracle
              specifically consent to the change, scheduling, and additional
              charges, if any, in writing.

3.3.   INCIDENTAL EXPENSES
       For any on-site Services requested by Customer, Customer shall reimburse
       Oracle for actual, reasonable travel and out-of-pocket expenses incurred.

IV.    TERM AND TERMINATION

4.1.   TERM
       If not otherwise specified on the Order Form, each Program license shall
       remain in effect perpetually unless the license or this Agreement is
       terminated as provided in Section 4.2 or 4.3.

4.2.   TERMINATION BY CUSTOMER
       Customer may terminate any Program license at any time; however,
       termination shall not relieve Customer's obligations specified in Section
       4.4.

4.3.   TERMINATION BY ORACLE
       Oracle may terminate this Agreement or any Program license upon written
       notice if Customer breaches this Agreement and fails to correct such
       breach within 30 days following written notice thereof.

4.4.   EFFECT OF TERMINATION
       Termination of this Agreement or any license shall not limit either party
       from pursuing other remedies available to it, including injunctive
       relief, nor shall such termination relieve Customer's obligation to pay
       all fees that have accrued or are otherwise owed by Customer under any
       Order Form or other similar ordering document under this Agreement. The
       parties' rights and obligations under Sections 2.1B, 2.1C, 2.2B and 2.3,
       and Articles IV, V, VI and VII shall survive termination of this
       Agreement.

4.5.   HANDLING OF PROGRAMS UPON TERMINATION.
       If a license granted under this Agreement terminates, Customer shall: (a)
       cease using the applicable Programs; and (b) certify to Oracle within one
       month after termination that Customer has destroyed or has returned to
       Oracle the Programs and all copies. This requirement applies to copies in
       all forms, partial and complete, in all types of media and computer
       memory, and whether or not modified or merged into other materials.

V.     INDEMNITY, WARRANTIES, REMEDIES

5.1.   INFRINGEMENT INDEMNITY
       Oracle will defend and indemnify Customer against a claim that the
       Programs infringe a copyright or patent, provided that: (a) Customer
       notifies Oracle in writing within 30 days of the claim; (b) Oracle has
       sole control of the defense and all related settlement negotiations; and
       (c) Customer provides Oracle with the assistance, information and
       authority necessary to perform Oracle's obligations under this Section.
       Reasonable out-of-pocket expenses incurred by Customer in providing such
       assistance will be reimbursed by Oracle. Oracle shall have no liability
       for any claim of infringement based on use of a superseded or an altered
       release of a Program if the infringement would have been avoided by the
       use of a current unaltered release of the Program which Oracle provides
       to Customer.

       In the event a Program is held or is believed by Oracle to infringe,
       Oracle shall have the option, at its expense, to; (a) modify the Program
       to be non-infringing; or (b) obtain for Customer a license to continue
       using the Program. If it is not commercially reasonable to perform either
       of the above options, then Oracle may terminate the license for the
       infringing Program and refund the license fees paid for the Program. This
       Section 5.1 states Oracle's entire liability and Customer's exclusive
       remedy for infringement.


                                                                     Page 4 of 6

<PAGE>   5

[ORACLE LOGO]                           SOFTWARE LICENSE AND SERVICES AGREEMENT


5.2.   WARRANTIES AND DISCLAIMERS

A.     PROGRAM WARRANTY
       Oracle warrants for a period of one year from the Commencement Date that
       each unmodified Program will perform the functions described in the
       Documentation.

       Oracle warrants that the current production version of the Programs will,
       to the extent applicable as set forth in the Documentation, fully comply
       with the following millennium compliance statement when configured and
       used according to the documented instructions. The definition of
       compliance is the ability to:
         (a)      correctly handle date information before, during and after 1
                  January 2000 accepting date input, providing date output and
                  performing calculation on dates or portions of dates;
         (b)      function according to the Documentation, during and after 1
                  January 2000 without changes in operation resulting from the
                  advent of the new century assuming correct configuration;
         (c)      where appropriate, respond to two digit date input in a way
                  that resolves the ambiguity as to century in a disclosed,
                  defined and predetermined manner;
         (d)      store and provide output of date information in ways that are
                  unambiguous as to century; and
         (e)      manage the leap year occurring in the year 2000, following the
                  quad-centennial rule.

       Oracle shall have no liability for any alleged or actual breach of the
       "year 2000" warranty provided in the preceding sentence if such claim is
       based upon a superseded or altered release of Programs and such claim
       would have been avoided by the use of a current unaltered release of
       Programs which Oracle provides to Customer. Any breach of this warranty
       is subject to the exclusive remedies as set forth in Section 5.3 of the
       Agreement

B.     MEDIA WARRANTY
       Oracle warrants the tapes, diskettes or other media to be free of defects
       in materials and workmanship under normal use for 90 days from the
       Commencement Date.

C.     SERVICES WARRANTY
       Oracle warrants that Services will be performed in accordance with
       generally accepted industry standards. This warranty shall be valid for
       90 days from the performance of such Services.

D.     DISCLAIMERS
       THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
       WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND
       CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
       ORACLE DOES NOT WARRANT THAT THE PROGRAMS WILL MEET CUSTOMER'S
       REQUIREMENTS, THAT THE PROGRAMS WILL OPERATE IN THE COMBINATIONS WHICH
       CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF THE PROGRAMS WILL BE
       UNINTERRUPTED OR ERROR-FREE, OR THAT ALL PROGRAM ERRORS WILL BE
       CORRECTED. LIMITED PRODUCTION PROGRAMS, PRE-PRODUCTION RELEASES OF
       PROGRAMS, AND COMPUTER-BASED TRAINING PRODUCTS ARE DISTRIBUTED "AS IS."

5.3.   EXCLUSIVE REMEDIES
       For any breach of the warranties contained in Section 5.2, Customer's
       exclusive remedy, and Oracle's entire liability, shall be:

       A.  FOR PROGRAMS
           The correction of Program errors that cause breach of the warranty
           or, if Oracle is unable to make the Program operate as warranted,
           Customer shall be entitled to terminate the Program license and
           recover the fees paid to Oracle for the Program license.

       B.  FOR MEDIA
           The replacement of defective media returned within 90 days from the
           Commencement Date.

       C.  FOR SERVICES
           The re-performance of the Services or, if Oracle is unable to perform
           the Services as warranted, Customer shall be entitled to recover the
           fees paid to Oracle for the unsatisfactory Services.

VI.    PAYMENT PROVISIONS

6.1.   INVOICING AND PAYMENT
       All fees for Programs and Services provided hereunder shall be due and
       payable 30 days from the date of Oracle's invoice. Any amounts payable by
       Customer hereunder which remain unpaid after the due date shall be
       subject to a late charge equal to 12% per annum, calculated from the due
       date until such amounts are paid. Customer agrees to pay applicable media
       and shipping charges. Customer shall issue a purchase order or
       alternative document acceptable to Oracle, on or before the Effective
       Date of the applicable Order Form.

6.2.   TAXES
       The fees listed in this Agreement do not include taxes; if Oracle is
       required to pay sales, use, goods and services or other taxes based on
       the licenses granted or Services provided pursuant to this Agreement or
       on Customer's use of Programs or Services, then such taxes shall be
       billed to and paid by Customer. This Section shall not apply to taxes
       based on Oracle's income.

VII.   GENERAL TERMS

7.1    NONDISCLOSURE
       By virtue of this Agreement, the parties may have access to information
       that is confidential to one another ("Confidential Information").
       Confidential Information shall be limited to the Programs, the terms and
       pricing contained in this Agreement, and all information clearly
       identified as confidential. A party's Confidential Information shall not
       include information that: (a) is or becomes a part of the public domain
       through no act or omission of the other party; (b) was in the other
       party's lawful possession prior to the disclosure and had not been
       obtained by the other party either directly or indirectly from the
       disclosing party; (c) is lawfully disclosed to the other party by a third
       party without restriction on disclosure; or (d) is independently
       developed by the other party. Customer shall not disclose the results of
       any benchmark tests of the Programs to any third party without Oracle's
       prior written approval. The parties agree to hold each other's
       Confidential Information in confidence during the term of this Agreement
       and for a period of two years after termination of this Agreement. The
       parties agree, unless required by law, not to make each other's
       Confidential Information available in any form to any third party or to
       use each other's Confidential Information for any purpose other than the
       implementation of this Agreement. Each party agrees to take all
       reasonable steps to ensure that Confidential Information is not disclosed
       or distributed by its employees or agents in violation of the terms of
       this Agreement.

7.2    GOVERNING LAW


                                                                     Page 5 of 6
<PAGE>   6

[ORACLE LOGO]                           SOFTWARE LICENSE AND SERVICES AGREEMENT


       This Agreement and all matters arising out of or relating to this
       Agreement shall be governed by the laws of the Province of Ontario.

7.3    JURISDICTION
       Any legal action or proceeding relating to this Agreement shall be
       instituted in a court in Toronto, Ontario. Oracle and Customer agree to
       submit to the jurisdiction of, and agree that venue is proper in, these
       courts in any such legal action or proceeding.

7.4    NOTICE
       All notices, including notices of address change, required to be sent
       hereunder shall be in writing and shall be deemed to have been received
       on the third business day following mailing by first class mail to the
       first address listed in the relevant Order Form (if to Customer) or to
       the Oracle address on the Order Form (if to Oracle). To expedite order
       processing, Customer agrees that Oracle may treat documents faxed by
       Customer to Oracle as original documents; nevertheless, either party may
       require the other to exchange original signed documents.

7.5    LIMITATION OF LIABILITY
       In no event shall either party be liable for any indirect, incidental,
       special or consequential damages, or damages for loss of profits,
       revenue, data or use, incurred by either party or any third party,
       whether in an action in contract or tort, even if the other party has
       been advised of the possibility of such damages or even if such damages
       were reasonably foreseeable. Oracle's liability for damages hereunder
       shall in no event exceed the amount of fees paid by Customer under the
       relevant Order Form, and if such damages result from Customer's use of
       the Programs or the provision of Services such liability shall be limited
       to fees paid for the relevant Program or Services giving rise to the
       liability. The provisions of this Agreement allocate the risks between
       Oracle and Customer. Oracle's pricing reflects this allocation of risk
       and the limitation of liability specified herein.

7.6    SEVERABILITY
       In the event any provision of this Agreement is held to be invalid or
       unenforceable, the remaining provisions thereof will remain in full
       force.

7.7    WAIVER
       The waiver by either party of any default or breach of this Agreement
       shall not constitute a waiver of any other or subsequent default or
       breach. Except for actions for non-payment or breach of Oracle's
       proprietary rights in the Programs, no action, regardless of form,
       arising out of this Agreement may be brought by either party more than
       one year after the cause of action has arisen.

7.8    EXPORT ADMINISTRATION
       Customer agrees to comply fully with all relevant export laws and
       regulations of Canada and the United States ("Export Laws") to assure
       that neither the Programs nor any direct product thereof are (1)
       exported, directly or indirectly, in violation of Export Laws; or (2) are
       intended to be used for any purposes prohibited by the Export Laws
       including, without limitation, nuclear, chemical or biological weapons
       proliferation.

7.9    RELATIONSHIP BETWEEN THE PARTIES
       Nothing in this Agreement shall be construed to create a partnership,
       joint venture or agency relationship between the parties.

7.10   ENTIRE AGREEMENT
       This Agreement constitutes the complete agreement between the parties and
       supersedes all prior or contemporaneous agreements or representations,
       written or oral, concerning the subject matter of this Agreement. This
       Agreement may not be modified or amended except in writing signed by a
       duly authorized representative of each party; no other act, document,
       usage or custom shall be deemed to amend or modify this Agreement. It is
       expressly agreed that the terms of this Agreement and any Order Form
       shall supersede the terms contained in any Customer purchase order or
       other ordering document. This Agreement shall also supersede the terms of
       any unsigned or "shrinkwrap" license included in any package, media, or
       electronic version of Oracle-furnished software and any such software
       shall be licensed under the terms of this Agreement, provided that the
       use limitations contained in any unsigned ordering document shall be
       effective for the specified licenses.

7.11   SEPARATION OF LICENSES AND SERVICES
       Any Services acquired by Customer from Oracle are deemed to have been bid
       and acquired separately from any Program licenses granted under this
       Agreement, with Customer having the right to acquire such Services and
       Program licenses without acquiring the other.


                          Oracle is a registered trademark of ORACLE CORPORATION
                                                           REDWOOD CITY, CA, USA

                                                  ORACLE CORPORATION CANADA INC.
                                                         110 MATHESON BLVD. WEST
                                                                       SUITE 100
                                                            MISSISSAUGA, ONTARIO
                                                                         L5R 3P4


                                                                     Page 6 of 6

<PAGE>   7
                                                            Software Agreement 1
                                                                  (EXHIBIT 10.1)


[ORACLE LOGO]                           SOFTWARE LICENSE AND SERVICES AGREEMENT

--------------------------------------------------------------------------------
CUSTOMER: SUMmedia.com                  PURCHASE ORDER NO.:
ADDRESS:  1200-1055 W. Hastings St.     PURCHASE ORDER DATE:
          Vancouver, BC V6E 2E9         ORACLE AGREEMENT NO:
                                        CONFIGURATION ID (CID):
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                # OF
                                               COPIES    NUMBER    USER    LICENSE                LEVEL OF
PRODUCTS AND SERVICES                          TO SHIP  OF USERS   TYPE     TYPE    LICENSE FEES  SUPPORT   SUPPORT FEES
------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>      <C>       <C>      <C>      <C>           <C>       <C>
Oracle Financials                                 1         20       N        F                      S
Oracle Financials                                 1          5       CA       F                      S
Oracle Financial Analyzer                         1         25       N        F                      S
Oracle Express Server                             1         13       C        F                      S
Oracle Field Sales                                1        300       N        R                      S
Oracle Sales Compensation                         1          5       N        F                      S
Oracle 8i Standard Edition for HP UX              1         40       C        F                      S
Oracle 8i Standard Edition for HP UX              1        400       P        P                      S
Oracle iStore                                     1        400       P        P                      S
Oracle iPayment                                   1        400       P        P                      S
Oracle iMarketing                                 1        400       P        P                      S
Oracle Application Server Enterprise Edition      1        400       P        P                      S
Oracle Developer Server                           1        400       P        P                      S

(cont'd)                                                                              (cont'd)               (cont'd)
------------------------------------------------------------------------------------------------------------------------
TAXES WILL BE BILLED TO CUSTOMER UNLESS EXEMPTION IS CERTIFIED. CHECK IF NON-TAXABLE: GST: [ ]  PST: [ ]
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
COMPUTER HARDWARE AND OPERATING SYSTEM             USER TYPE          LICENSE TYPE               LEVEL OF SUPPORT
--------------------------------------             ---------          ------------               ----------------
MAKE/MODEL:       PC Win NT unless specified       (C) CONCURRENT     (F) FULL USE               (B) BRONZE
OPERATING SYSTEM: NT                               (N) NAMED          (A) APPLICATION SPECIFIC   (S) SILVER
MACHINE REFERENCE:                                 (CO) COMPUTER      (W) WEB SPECIFIC
SOFTWARE MEDIA:   CD                               (CA) CASUAL        (WA) WEB APPLICATION SPECIFIC
CPU LOCATION:     Customer Site                    (P) POWER UNIT
FOR APPLICATION SPECIFIC ONLY - CUSTOMER APPLICATION:
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
CONTRACT ADMINISTRATOR                                         TECHNICAL SUPPORT CONTACT
----------------------                                         -------------------------
NAME:    David Noble                                           NAME:    David Noble
ADDRESS: 1200-1055 W. Hastings St.                             ADDRESS: 1200-1055 W. Hastings St
         Vancouver, BC V6E 2E9                                          Vancouver, BC V6E 2E9
PHONE:   604-648-2317                                          PHONE:   604-648-2317

BILLING/ACCOUNTS PAYABLE CONTACT                               SHIP TO
--------------------------------                               -------
NAME:    David Lewis                                           NAME:    David Noble
ADDRESS: 1200-1055 W. Hastings St.                             ADDRESS: 1200-1055 W. Hastings St
         Vancouver, BC V6E 2E9                                          Vancouver, BC V6E 2E9
PHONE:   604-605-0901                                          PHONE:   604-648-2317
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
SPECIAL NOTES: Unless otherwise specified herein or in an Order Form, Customer is licensed to use the Programs in
Canada only. The Oracle 8I Standard Edition will be running on one, one-processor machine with a total of 400 Mhz of
processing power (1 x 1 x 400 MHz = 400 MHz = 400 Power Units). The Oracle iStore, iPayment, iMarketing, Application
Server Enterprise Edition, and Developer Server will be running on one, one-processor machine with a total of 400 Mhz
of processing power (1 x 1 x 400 MHz = 400 MHz = 400 Power Units. Quote is valid until Nov. 24, 1999 at 5:00 pm Pacific
time.
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
CUSTOMER:                                                       ORACLE CORPORATION CANADA INC.
            SUMmedia.com
------------------------------------------------------------------------------------------------------------------------

AUTHORIZED SIGNATURE:                                           AUTHORIZED SIGNATURE:
------------------------------------------------------------------------------------------------------------------------

NAME:                                                           NAME:
------------------------------------------------------------------------------------------------------------------------

TITLE:                                                          TITLE:
------------------------------------------------------------------------------------------------------------------------

DATE:                                                           DATE:
------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Effective Date of this Agreement shall be ________________________, 19___,
or if left blank the earlier of the dates set out above. This order is placed
subject to the terms and conditions above and on the following pages.


                                                                    Page 1 of 6
<PAGE>   8
[ORACLE LOGO]                            SOFTWARE LICENSE AND SERVICES AGREEMENT


                              TERMS AND CONDITIONS

This Software License and Services Agreement (the "Agreement") is between Oracle
Corporation Canada Inc. with its principal place of business at 110 Matheson
Blvd., West, Suite 100, Mississauga, Ontario, L5R 3P4 ("Oracle") and the
customer identified on the signature page of this Agreement ("Customer"). The
terms of this Agreement shall apply to each Program license granted and to all
Services provided by Oracle under this Agreement and any Order Form.


I      DEFINITIONS

1.1    "APPLICATION SPECIFIC PROGRAM" shall mean one or more of the Programs
       with the following restrictions:

         (a) limited for use solely for the purpose of executing the Customer
             application identified in an Order Form (the "Application");
         (b) may not be used to create new tables or alter tables except to the
             extent necessary to implement the Application and may not allow use
             of the Program's "Create" or "Alter" commands or any other command
             to create or alter tables outside the scope of that which is
             necessary for the operation of the Application; and
         (c) may not be used to build or modify reports or with other
             applications.

1.2    "CASUAL USER" shall mean an individual authorized by the Customer to only
       run queries or reports against Oracle Application Programs. Casual Users
       are licensed to use any of the Oracle Applications and Extensions to
       Oracle Applications for which Customer has acquired Named User licenses."

1.3    "COMMENCEMENT DATE" shall mean the date on which the Programs are
       delivered by Oracle to Customer or, if no delivery is necessary, the
       Effective Date set forth on the relevant Order Form.

1.4    "CONCURRENT DEVICES" shall mean the maximum number of input devices
       accessing the Programs at any given point in time. If multiplexing
       software or hardware (e.g. a TP monitor, webserver product) is used, this
       number must be measured at the multiplexing front-end.

1.5    "DESIGNATED SYSTEM" shall mean the computer hardware and operating system
       designated on the relevant Order Form.

1.6    "DOCUMENTATION" shall mean the user guides and manuals for installation
       and use of the Program software. Documentation is provided in CD-ROM or
       bound form, whichever is generally available.

1.7    "FULL-USE PROGRAMS" shall mean unaltered versions of the Programs with
       all functions intact.

1.8    "LIMITED PRODUCTION PROGRAM" shall mean a Program which does not appear
       on the Price List or which is designated as Limited Production by Oracle.

1.9    "ORDER FORM" shall mean the document in hard copy or electronic form by
       which Customer orders Program licenses and/or Services and which is
       agreed to by the parties. The Order Form shall reference the Effective
       Date of this Agreement.

1.10   "PRICE LIST" shall mean Oracle's applicable standard commercial fee
       schedule that is in effect when a Program license or any other product or
       service is ordered by Customer.

1.11   "PROGRAM" shall mean the software in object code form distributed by
       Oracle for which Customer is granted a license pursuant to this
       Agreement, the media, the Documentation and Updates.

1.12   "SERVICES" shall mean Technical Support, training, consulting or other
       services provided by Oracle to Customer under this Agreement.

1.13   "SUPPORTED PROGRAM LICENSE" shall mean a Program license for which
       Customer has ordered Technical Support for the relevant time period.

1.14   "TECHNICAL SUPPORT" shall mean Program support provided under Oracle's
       policies in effect on the date Technical Support is ordered.

1.15   "UPDATE" shall mean a subsequent release of the Program which is
       generally made available for Supported Program Licenses at no additional
       charge other than media and handling charges. Update shall not include
       any release, option or future product which Oracle licenses separately.

1.16   "USER," unless otherwise specified on the Order Form, shall mean a person
       authorized by Customer to use specified Programs, regardless of whether
       the individual is actively using the Programs at any given time.

II.    PROGRAM LICENSE

2.1.   RIGHTS GRANTED
       A.  Oracle grants to Customer a nonexclusive license to use the Programs
           Customer obtains under this Agreement, as of the Commencement Date as
           follows:

           i.   to use the Programs solely for Customer's operations on the
                Designated System or on a backup system if the Designated System
                is inoperative, consistent with the use and/or User limitations
                specified or referenced in this Agreement, an Order Form and the
                Documentation. Customer may not re-license, rent or lease the
                Programs or use the Programs for third-party training,
                commercial time-sharing, rental or service bureau use;

           ii.  to use the Documentation in support of Customer's authorized use
                of the Programs;

           iii. to copy the Programs for archival or backup purposes and to make
                a sufficient number of copies for the User limitations specified
                in the Order Form. All titles, trademarks, copyright and
                restricted rights notices shall be reproduced in such copies.
                All archival and backup copies of the Programs are subject to
                the terms of this Agreement;

           iv.  to modify the Programs and combine them with other software
                products; and

           v.   to allow third parties to use the Programs for Customer's
                operations so long as Customer ensures that use of the Programs
                is in accordance with the terms of this Agreement.


                                                                     Page 2 of 6

<PAGE>   9

[ORACLE LOGO]                            SOFTWARE LICENSE AND SERVICES AGREEMENT

           Customer shall not copy or use the Programs except as otherwise
           specified in this Agreement or an Order Form.

           In the event that the number of copies of the Programs shipped to
           Customer is less than the number actually licensed pursuant to this
           Agreement, then Customer shall have the right to make copies of the
           Programs up to the number licensed hereunder. In the event Customer
           does not, for any reason whatsoever, make and/or use the number of
           copies actually licensed pursuant to this Agreement, it shall,
           nevertheless, pay to Oracle all license fees due hereunder.

           In the event Customer specifies that no shipment of media is required
           for any Program, then Customer shall have been deemed to have a
           master copy of such Program and no additional shipment is required.

           Customer shall have no right to use any other Oracle software program
           that may be delivered with the Programs.

       B.  Customer agrees not to cause or permit the reverse engineering,
           disassembly or decompilation of the Programs, except to the extent
           required to obtain interoperability with other independently created
           software or as specified by law.

       C.  Oracle shall retain all title, copyright and other proprietary rights
           in the Programs. Customer does not acquire any rights, express or
           implied, in the Programs, other than those specified in this
           Agreement.

2.2.   NETWORK LICENSE
       Customer may order a Network license for Programs using a Network Order
       Form which shall have the following additional rights granted:

       A.  To use the Programs on up to five (5) Server operating systems. If
           the number of Server operating systems specified in a Network Order
           Form is less than five (5), Customer may, by written notice to Oracle
           during the one-year period commencing on the effective date of the
           Network Order Form, request Oracle to deliver, (at a charge of One
           Thousand Dollars ($1000) per Server operating system to cover media,
           documentation, shipping and handling charges), the corresponding
           software media and Documentation for the Network Program Set, for
           such additional Server operating system(s), up to a maximum of five
           (5), added by Customer to the Network; provided that: i) the Programs
           licensed hereunder are available in production release status on the
           additional Server operating system(s) at the time Customer elects to
           add such additional Server operating system(s); and ii) Customer has
           continuously maintained Technical Support for the Network Program Set
           on the Server operating systems being used prior to such written
           notice.

       B.  The addition of new Server operating systems beyond the five (5)
           provided for in this Agreement shall, in addition to the provisions
           set out in 2.2A above, be subject to payment by Customer to Oracle of
           ten percent (10%) of the net license fees for the Network Program Set
           as set forth in a Price Addendum in effect, or, in the absence of a
           valid Price Addendum, under Oracle's standard Price List in effect at
           the time of such addition. Payment shall be due and payable on the
           date Customer exercises this option.

       C.  Despite anything to the contrary contained in this Agreement,
           Customer shall not be required to report to Oracle which Programs
           included in the Network Program Set are installed on which Server or
           how many Servers are included in the Network. Customer may freely
           transfer the Programs between Servers in the Network at no additional
           charge; however substitutions of Server operating systems licensed
           under this Agreement may be made (at a charge of One Thousand Dollars
           ($1000) per Server operating system to cover media, documentation,
           shipping and handling charges) for a period of three (3) years from
           the effective date of the applicable Network Order Form provided
           that: i) Customer has maintained continuous Technical Support for the
           Programs, ii) notifies Oracle in writing of any such change in Server
           operating systems; and iii) the total number of Server operating
           systems on which the Network Program Set is run does not exceed five
           (5). Thereafter such changes may require the payment of additional
           fees in accordance with Oracle's standard license transfer policies
           then in effect.

       D.  Notwithstanding the foregoing, Oracle makes no representation or
           guarantee with respect to the future availability of the Programs on
           any operating system and Oracle shall not be liable for any
           expenditures incurred, or loss suffered, as a result of Customer
           relying on the future delivery by Oracle of the Programs on any
           operating system.

       All fees paid pursuant to this Section 2.2 are non-cancellable and the
       sum paid non-refundable.

2.3.   TRANSFER AND ASSIGNMENT
       A.  Customer may transfer a Program license within its organization upon
           notice to Oracle. Transfers are subject to the terms and fees
           specified in Oracle's transfer policy in effect at the time of the
           transfer.

       B.  Program licenses are personal to Customer. Customer may not assign
           this Agreement or a Program license, or any interest in either, to a
           legal entity separate from Customer except as part of a merger or
           other sale of Customer's business. Such assignment requires the prior
           written consent or Oracle, which shall not be unreasonably withheld.

2.4.   VERIFICATION
       At Oracle's written request, not more frequently than annually, Customer
       shall furnish Oracle with a signed certification verifying that the
       Programs are being used pursuant to the provisions of this Agreement.

       Oracle may, at its expense, audit Customer's use of the Programs. Any
       such audit shall be conducted during regular business hours at Customer's
       facilities and shall not unreasonably interfere with Customer's business
       activities. Customer agrees to co-operate in the audit, including
       providing access to servers, employees and information reasonably
       requested by Oracle. If an audit reveals that Customer has underpaid fees
       to Oracle, Customer shall be invoiced for such underpaid fees based on
       the Price List in effect at the time the audit is completed. Audits shall
       be conducted no more than once annually.

                                                                     Page 3 of 6

<PAGE>   10

[ORACLE LOGO]                            SOFTWARE LICENSE AND SERVICES AGREEMENT

III.   SERVICES

3.1.   TECHNICAL SUPPORT SERVICES
       Technical Support ordered by Customer will be provided under Oracle's
       Technical Support policies in effect on the date Technical Support is
       ordered, subject to the payment by Customer of the applicable fees.

3.2.   CONSULTING, TRAINING AND OTHER SERVICES
       A.  PROVISION OF SERVICES
           Oracle will provide consulting, training and other services agreed to
           by the parties under the terms of this Agreement. Consulting services
           shall be billed on a time and materials basis unless the parties
           expressly agree otherwise in writing.

       B.  DIRECTION OF SERVICES
           Unless otherwise specifically agreed in writing, Customer shall be
           responsible for the direction of the services.

       C.  NON-SOLICITATION
           During the term of an Oracle employee's work or assignment in
           connection with Services, and for a period of six (6) months after
           such work or assignment terminates, Customer agrees not to directly
           or indirectly solicit, recruit for employment or offer
           sub-contracting opportunities to or knowingly employ any such
           employee, without the prior written consent of Oracle. In the event
           of a breach of this provision by Customer, Customer shall pay Oracle
           as liquidated damages and not as a penalty, an amount equal to twelve
           (12) months salary for the employee engaged by the Customer.

       D.  CHANGES
           Oracle shall not be in breach of any warranties provided for in this
           Agreement if any of the relevant software, hardware, products, goals
           or related system environment has been changed by Customer or any
           other person without Oracle's specific consent in writing. Where such
           unauthorized changes impede or make more costly the provision of
           Technical Support or consulting services hereunder, Oracle shall take
           such corrective action only if Customer agrees to bear such
           additional cost, at Oracle's then prevailing rates.

       E.  COOPERATION
           Customer acknowledges that the timely provision of and access to
           office accommodations, facilities, equipment, assistance,
           cooperation, complete and accurate information and data from its
           officers, agents, and employees, and suitably configured computer
           products are essential to performance of any Services and that
           Oracle's ability to complete any Services is dependent upon same. If
           the relevant requirement(s), project plan(s), schedule, scope,
           specification(s), design(s), software, hardware product(s), or
           related system environment(s) or architecture are changed by Customer
           or any other person, Oracle shall not be responsible for the change
           unless Customer and Oracle specifically consent to the change,
           scheduling, and additional charges, if any, in writing.

3.3.   INCIDENTAL EXPENSES
       For any on-site Services requested by Customer, Customer shall reimburse
       Oracle for actual, reasonable travel and out-of-pocket expenses incurred.

IV.    TERM AND TERMINATION

4.1.   TERM
       If not otherwise specified on the Order Form, each Program license shall
       remain in effect perpetually unless the license or this Agreement is
       terminated as provided in Section 4.2 or 4.3.

4.2.   TERMINATION BY CUSTOMER
       Customer may terminate any Program license at any time; however,
       termination shall not relieve Customer's obligations specified in Section
       4.4.

4.3.   TERMINATION BY ORACLE
       Oracle may terminate this Agreement or any Program license upon written
       notice if Customer breaches this Agreement and fails to correct such
       breach within 30 days following written notice thereof.

4.4.   EFFECT OF TERMINATION
       Termination of this Agreement or any license shall not limit either party
       from pursuing other remedies available to it, including injunctive
       relief, nor shall such termination relieve Customer's obligation to pay
       all fees that have accrued or are otherwise owed by Customer under any
       Order Form or other similar ordering document under this Agreement. The
       parties' rights and obligations under Sections 2.1B, 2.1C, 2.2B and 2.3,
       and Articles IV, V, VI and VII shall survive termination of this
       Agreement.

4.5.   HANDLING OF PROGRAMS UPON TERMINATION.
       If a license granted under this Agreement terminates, Customer shall: (a)
       cease using the applicable Programs; and (b) certify to Oracle within one
       month after termination that Customer has destroyed or has returned to
       Oracle the Programs and all copies. This requirement applies to copies in
       all forms, partial and complete, in all types of media and computer
       memory, and whether or not modified or merged into other materials.

V.     INDEMNITY, WARRANTIES, REMEDIES

5.1.   INFRINGEMENT INDEMNITY
       Oracle will defend and indemnify Customer against a claim that the
       Programs infringe a copyright or patent, provided that: (a) Customer
       notifies Oracle in writing within 30 days of the claim; (b) Oracle has
       sole control of the defense and all related settlement negotiations; and
       (c) Customer provides Oracle with the assistance, information and
       authority necessary to perform Oracle's obligations under this Section.
       Reasonable out-of-pocket expenses incurred by Customer in providing such
       assistance will be reimbursed by Oracle. Oracle shall have no liability
       for any claim of infringement based on use of a superseded or an altered
       release of a Program if the infringement would have been avoided by the
       use of a current unaltered release of the Program which Oracle provides
       to Customer.

       In the event a Program is held or is believed by Oracle to infringe,
       Oracle shall have the option, at its expense, to; (a) modify the Program
       to be non-infringing; or (b) obtain for Customer a license to continue
       using the Program. If it is not commercially reasonable to perform either
       of the above options, then Oracle may terminate the license for the
       infringing Program and refund the license fees paid for the Program. This
       Section 5.1 states Oracle's entire liability and Customer's exclusive
       remedy for infringement.

                                                                     Page 4 of 6

<PAGE>   11

[ORACLE LOGO]                            SOFTWARE LICENSE AND SERVICES AGREEMENT

5.2.   WARRANTIES AND DISCLAIMERS

A.     PROGRAM WARRANTY
       Oracle warrants for a period of one year from the Commencement Date that
       each unmodified Program will perform the functions described in the
       Documentation.

       Oracle warrants that the current production version of the Programs will,
       to the extent applicable as set forth in the Documentation, fully comply
       with the following millennium compliance statement when configured and
       used according to the documented instructions. The definition of
       compliance is the ability to:
         (a) correctly handle date information before, during and after 1
             January 2000 accepting date input, providing date output and
             performing calculation on dates or portions of dates;
         (b) function according to the Documentation, during and after 1 January
             2000 without changes in operation resulting from the advent of the
             new century assuming correct configuration;
         (c) where appropriate, respond to two digit date input in a way that
             resolves the ambiguity as to century in a disclosed, defined and
             predetermined manner;
         (d) store and provide output of date information in ways that are
             unambiguous as to century; and
         (e) manage the leap year occurring in the year 2000, following the
             quad-centennial rule.
       Oracle shall have no liability for any alleged or actual breach of the
       "year 2000" warranty provided in the preceding sentence if such claim is
       based upon a superseded or altered release of Programs and such claim
       would have been avoided by the use of a current unaltered release of
       Programs which Oracle provides to Customer. Any breach of this warranty
       is subject to the exclusive remedies as set forth in Section 5.3 of the
       Agreement

B.     MEDIA WARRANTY
       Oracle warrants the tapes, diskettes or other media to be free of defects
       in materials and workmanship under normal use for 90 days from the
       Commencement Date.

C.     SERVICES WARRANTY
       Oracle warrants that Services will be performed in accordance with
       generally accepted industry standards. This warranty shall be valid for
       90 days from the performance of such Services.

D.     DISCLAIMERS
       THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
       WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND
       CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
       ORACLE DOES NOT WARRANT THAT THE PROGRAMS WILL MEET CUSTOMER'S
       REQUIREMENTS, THAT THE PROGRAMS WILL OPERATE IN THE COMBINATIONS WHICH
       CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF THE PROGRAMS WILL BE
       UNINTERRUPTED OR ERROR-FREE, OR THAT ALL PROGRAM ERRORS WILL BE
       CORRECTED. LIMITED PRODUCTION PROGRAMS, PRE-PRODUCTION RELEASES OF
       PROGRAMS, AND COMPUTER-BASED TRAINING PRODUCTS ARE DISTRIBUTED "AS IS."

5.3.   EXCLUSIVE REMEDIES
       For any breach of the warranties contained in Section 5.2, Customer's
       exclusive remedy, and Oracle's entire liability, shall be:

       A.  FOR PROGRAMS
           The correction of Program errors that cause breach of the warranty
           or, if Oracle is unable to make the Program operate as warranted,
           Customer shall be entitled to terminate the Program license and
           recover the fees paid to Oracle for the Program license.

       B.  FOR MEDIA
           The replacement of defective media returned within 90 days from the
           Commencement Date.

       C.  FOR SERVICES
           The re-performance of the Services or, if Oracle is unable to perform
           the Services as warranted, Customer shall be entitled to recover the
           fees paid to Oracle for the unsatisfactory Services.

VI.    PAYMENT PROVISIONS

6.1.   INVOICING AND PAYMENT
       All fees for Programs and Services provided hereunder shall be due and
       payable 30 days from the date of Oracle's invoice. Any amounts payable by
       Customer hereunder which remain unpaid after the due date shall be
       subject to a late charge equal to 12% per annum, calculated from the due
       date until such amounts are paid. Customer agrees to pay applicable media
       and shipping charges. Customer shall issue a purchase order or
       alternative document acceptable to Oracle, on or before the Effective
       Date of the applicable Order Form.

6.2.   TAXES
       The fees listed in this Agreement do not include taxes; if Oracle is
       required to pay sales, use, goods and services or other taxes based on
       the licenses granted or Services provided pursuant to this Agreement or
       on Customer's use of Programs or Services, then such taxes shall be
       billed to and paid by Customer. This Section shall not apply to taxes
       based on Oracle's income.

VII.   GENERAL TERMS

7.1    NONDISCLOSURE
       By virtue of this Agreement, the parties may have access to information
       that is confidential to one another ("Confidential Information").
       Confidential Information shall be limited to the Programs, the terms and
       pricing contained in this Agreement, and all information clearly
       identified as confidential. A party's Confidential Information shall not
       include information that: (a) is or becomes a part of the public domain
       through no act or omission of the other party; (b) was in the other
       party's lawful possession prior to the disclosure and had not been
       obtained by the other party either directly or indirectly from the
       disclosing party; (c) is lawfully disclosed to the other party by a third
       party without restriction on disclosure; or (d) is independently
       developed by the other party. Customer shall not disclose the results of
       any benchmark tests of the Programs to any third party without Oracle's
       prior written approval. The parties agree to hold each other's
       Confidential Information in confidence during the term of this Agreement
       and for a period of two years after termination of this Agreement. The
       parties agree, unless required by law, not to make each other's
       Confidential Information available in any form to any third party or to
       use each other's Confidential Information for any purpose other than the
       implementation of this Agreement. Each party agrees to take all
       reasonable steps to ensure that Confidential Information is not disclosed
       or distributed by its employees or agents in violation of the terms of
       this Agreement.

                                                                     Page 5 of 6


<PAGE>   12

[ORACLE LOGO]                            SOFTWARE LICENSE AND SERVICES AGREEMENT

7.2    GOVERNING LAW
       This Agreement and all matters arising out of or relating to this
       Agreement shall be governed by the laws of the Province of Ontario.

7.3    JURISDICTION
       Any legal action or proceeding relating to this Agreement shall be
       instituted in a court in Toronto, Ontario. Oracle and Customer agree to
       submit to the jurisdiction of, and agree that venue is proper in, these
       courts in any such legal action or proceeding.

7.4    NOTICE
       All notices, including notices of address change, required to be sent
       hereunder shall be in writing and shall be deemed to have been received
       on the third business day following mailing by first class mail to the
       first address listed in the relevant Order Form (if to Customer) or to
       the Oracle address on the Order Form (if to Oracle). To expedite order
       processing, Customer agrees that Oracle may treat documents faxed by
       Customer to Oracle as original documents; nevertheless, either party may
       require the other to exchange original signed documents.

7.5    LIMITATION OF LIABILITY
       In no event shall either party be liable for any indirect, incidental,
       special or consequential damages, or damages for loss of profits,
       revenue, data or use, incurred by either party or any third party,
       whether in an action in contract or tort, even if the other party has
       been advised of the possibility of such damages or even if such damages
       were reasonably foreseeable. Oracle's liability for damages hereunder
       shall in no event exceed the amount of fees paid by Customer under the
       relevant Order Form, and if such damages result from Customer's use of
       the Programs or the provision of Services such liability shall be limited
       to fees paid for the relevant Program or Services giving rise to the
       liability. The provisions of this Agreement allocate the risks between
       Oracle and Customer. Oracle's pricing reflects this allocation of risk
       and the limitation of liability specified herein.

7.6    SEVERABILITY
       In the event any provision of this Agreement is held to be invalid or
       unenforceable, the remaining provisions thereof will remain in full
       force.

7.7    WAIVER
       The waiver by either party of any default or breach of this Agreement
       shall not constitute a waiver of any other or subsequent default or
       breach. Except for actions for non-payment or breach of Oracle's
       proprietary rights in the Programs, no action, regardless of form,
       arising out of this Agreement may be brought by either party more than
       one year after the cause of action has arisen.

7.8    EXPORT ADMINISTRATION
       Customer agrees to comply fully with all relevant export laws and
       regulations of Canada and the United States ("Export Laws") to assure
       that neither the Programs nor any direct product thereof are (1)
       exported, directly or indirectly, in violation of Export Laws; or (2) are
       intended to be used for any purposes prohibited by the Export Laws
       including, without limitation, nuclear, chemical or biological weapons
       proliferation.

7.9    RELATIONSHIP BETWEEN THE PARTIES
       Nothing in this Agreement shall be construed to create a partnership,
       joint venture or agency relationship between the parties.

7.10   ENTIRE AGREEMENT
       This Agreement constitutes the complete agreement between the parties and
       supersedes all prior or contemporaneous agreements or representations,
       written or oral, concerning the subject matter of this Agreement. This
       Agreement may not be modified or amended except in writing signed by a
       duly authorized representative of each party; no other act, document,
       usage or custom shall be deemed to amend or modify this Agreement. It is
       expressly agreed that the terms of this Agreement and any Order Form
       shall supersede the terms contained in any Customer purchase order or
       other ordering document. This Agreement shall also supersede the terms of
       any unsigned or "shrinkwrap" license included in any package, media, or
       electronic version of Oracle-furnished software and any such software
       shall be licensed under the terms of this Agreement, provided that the
       use limitations contained in any unsigned ordering document shall be
       effective for the specified licenses.

7.11   SEPARATION OF LICENSES AND SERVICES
       Any Services acquired by Customer from Oracle are deemed to have been bid
       and acquired separately from any Program licenses granted under this
       Agreement, with Customer having the right to acquire such Services and
       Program licenses without acquiring the other.


                          Oracle is a registered trademark of ORACLE CORPORATION
                                                           REDWOOD CITY, CA, USA

                                                  ORACLE CORPORATION CANADA INC.
                                                         110 MATHESON BLVD. WEST
                                                                       SUITE 100
                                                            MISSISSAUGA, ONTARIO
                                                                         L5R 3P4






                                                                     Page 6 of 6









<PAGE>   13



[ORACLE LOGO]                                                          ADDENDUM


ADDENDUM NO. 1 to the Software License and Services Agreement between
SUMmedia.com ("Customer") and Oracle Corporation Canada Inc. ("Oracle") bearing
an Effective Date of ____________ (the "Agreement"). This Addendum shall only be
deemed to supersede the terms of the Agreement that are inconsistent with a term
or provision contained herein. All the defined terms contained in the Agreement
and used in this Addendum shall have the same meanings unless varied herein.



The parties hereby agree to amend the Agreement as follows:



1. The license type of the Oracle Field Sales Program listed herein is
Restricted Use. The use of this Program is restricted to utilization of
customers functionality only. In the event Customer wishes to use any additional
functionality, it must obtain a Full Use license of such Program.





This Addendum shall become effective as of ___________________, 1999.



IN WITNESS WHEREOF, the parties have executed this Addendum through their duly
authorized representatives.

<TABLE>

<S>             <C>                                      <C>
CUSTOMER:         SUMMEDIA.COM                           ORACLE CORPORATION CANADA INC.
                 --------------------------------------

Signed:                                                   Signed:
                 ---------------------------------------          --------------------------------------

Name:                                                     Name:
                 ---------------------------------------          --------------------------------------
Title:                                                    Title:
                 ---------------------------------------          --------------------------------------

Date:                                                     Date:
                 ---------------------------------------          --------------------------------------

Address:         1200-1055 W. Hastings St.                Address:      110 Matheson Blvd. West
                 ---------------------------------------                Suite 100
                 Vancouver, BC  V6E 2E9                                 Mississauga, Ontario  L5R 3P4
                 ---------------------------------------
</TABLE>
<PAGE>   14

[ORACLE LOGO]                                                           ADDENDUM


ADDENDUM NO. 2 to Order Form bearing an effective date of ________ under the
Software License and Services Agreement between ("Customer") and Oracle
Corporation Canada Inc.("Oracle") bearing an Effective Date of ________ (the
"Agreement"). This Addendum shall only be deemed to supersede the terms of the
Agreement that are inconsistent with a term or provision contained herein. All
the defined terms contained in the Agreement and used in this Addendum shall
have the same meanings unless varied herein.



The parties hereby agree to amend the Agreement as follows:



1.   The Program(s) listed herein is licensed to Customer pursuant to the Power
     Unit licensing method set out below and such Program(s) is designated as a
     Web Specific Program license, also as set out below.

2.   "POWER UNIT - RISC": One Power Unit - RISC is defined as one MHz of power
     in all RISC processors in the computers on which the Programs are installed
     and operating. The total number of Power Units - RISC is determined by
     adding together the number of MHz in all the processors in all such
     computers. Customer may add processors and computers, or modify existing
     processors and computers, provided that if, at any time, Customer's use
     exceeds the total number of licensed Power Units - RISC, Customer will
     acquire licenses for the additional Power Units - RISC. At Oracle's
     request, no more than once annually, Customer shall certify in writing the
     Power Unit - RISC computation, including the number of relevant computers
     and processors, and the MHz of each such processor. (For example: two
     computers with two 400 MHz processors each would equal 1,600 Power Units -
     RISC).

3.   A "WEB SPECIFIC" Program is defined as a Program license which may only be
     accessed by third parties via internet networking protocols and which is
     limited to use solely for deployment of Customer's public web site.
     Customer's application may allow third party web access to a licensed Web
     Specific Program solely for viewing, querying or adding data, provided such
     use is in accordance with the other terms of the Agreement.
      No corporate use or internal data processing by Customer or its clients
     shall be permitted with a Web Specific Program. Prohibited corporate and
     internal uses shall include, but shall not be limited to, the following
     types of uses: human resource, finance and administration, internal
     messaging and communications, accounting, sales force management, etc



This Addendum shall become effective as of


IN WITNESS WHEREOF, the parties have executed this Addendum through their duly
authorized representatives.
<TABLE>
<S>                                                  <C>
CUSTOMER:   SUMMEDIA.COM                             ORACLE CORPORATION CANADA INC.
         ---------------------------
Signed:                                              Signed:
         ----------------------------                           ---------------------------

Name:                                                Name:
         ----------------------------                           ---------------------------

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

Date:                                                Date:
         ----------------------------                           ---------------------------

Address:   1200-1055 W. Hastings St.                 Address:   110 Matheson Blvd. West
         ----------------------------                           Suite 100
             Vancouver, BC V6E 2E9                              Mississauga, Ontario L5R 3P4
         ----------------------------
</TABLE>




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