LICENSE AGREEMENT


     THIS LICENSE AGREEMENT (the "Agreement") is made and entered into effective
as of the 15th  day of  March,  2000,  by and  between  James  J.  DeLutes  (the
"Licensor"),  1127 Sumac Street,  Longmont, Colorado  80501, and  JDLphotos.com,
Inc. (the  "Licensee"),  a Colorado  corporation,  1127 Sumac Street,  Longmont,
Colorado 80501.

     WHEREAS,  Licensee  is  engaged in the retail  sale and  distribution,  via
juried art shows, online and otherwise, and other derivation of revenue from the
commercial   exploitation,   of  photographic  prints,   images  and  likenesses
whatsoever  (collectively,  the  "Prints")  created  from  transparencies,  from
time-to-time (the "Intellectual  Property"),  all right,  title, and interest in
and to which is solely owned by Licensor, an award-winning photographer.

     WHEREAS,  Licensor has the right to grant the rights transferred under this
Agreement.

     WHEREAS,  Licensee is desirous of acquiring from Licensor  exclusive rights
to  utilize  the  Intellectual   Property  for  the  purpose  of  the  creation,
reproduction,  marketing,  sale and distribution of Prints, and other commercial
exploitation for the purpose of deriving revenue, therefrom.

     WHEREAS,  Licensor  is  willing  to grant  such  rights  upon the terms and
conditions set forth in this Agreement.

     NOW,  THEREFORE,  in  consideration  for the mutual  covenants and promises
contained in this Agreement, the parties agree as follows:

     1.     Definitions.  For the purpose of this Agreement, the following terms
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shall have the stated meanings:

     a.     Intellectual   Property   shall   mean   all   transparencies,  from
time-to-time, of Licensor.

     b.     Subsidiary  shall mean, for  either  party, a  firm, corporation  or
company in which a party owns or  controls,  directly  or  indirectly,  at least
fifty per cent (50%) of the voting securities or control.

     c.     Parent  shall mean, for either party, a firm, corporation or company
that owns or controls,  directly or indirectly,  at least fifty percent (50%) of
the  voting  securities  or  control  of the  party.  For  the  purpose  of this
definition,  the  securities  owned or controlled  by a particular  corporation,
company or firm shall be deemed to include all  securities  owned or controlled,
directly or indirectly,  by any other corporation,  company or firm of which the
particular  corporation,   company  or  firm  owns  or  controls,   directly  or
indirectly,  at least a fifty per cent (50%) majority of the  securities  having
the right to vote for directors thereof.



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     d.     Affiliate shall mean, for either party, corporation, company or firm
as to which fifty per cent (50%) of the voting securities or control is owned or
controlled, directly or indirectly, by a Parent of the party.

     e.     Net  Revenue shall mean the gross amount invoiced to  purchasers and
any others  whosoever  by  Licensee  in respect to the retail sale of Prints and
other  commercial  exploitation  of the  Intellectual  Property  in  any  manner
whatsoever,   without   deduction  except  for  freight  and  delivery  charges,
insurance, returns, taxes, discounts and allowances actually given.

     f.     Prints shall  mean all photographic  prints, images  and  likenesses
whatsoever created from the Intellectual Property.

     2.     Grant.  Subject  to  the  terms  and conditions  of  this Agreement,
            -----
Licensor  hereby  grants  to  Licensee  the  exclusive  right and  license,  not
including the right to sublicense  others,  to use the Intellectual  Property to
create Prints for retail sale and distribution, via juried art shows, online and
otherwise, and to derive revenue from the commercial exploitation thereof in any
manner whatsoever.  No license is granted to Licensee for the use of any product
or service other than the Intellectual Property.

     3.     License Issue Fee and Royalties.
            -------------------------------

     a.     Licensee, as consideration for the license hereby granted to it, and
subject to the provisions of this Agreement permitting the suspension of royalty
payments,  shall pay Licensor a royalty (the "Royalty") of ten per cent (10%) of
Net Revenue (as defined in this  Agreement)  in the amount of each  increment of
$200,000  realized  by  Licensee  from  the  sale of  Prints  created  from  the
Intellectual  Property  or other  commercial  exploitation  of the  Intellectual
Property in any manner whatsoever. Set forth below is the Royalty payable by the
Licensee upon the  realization  of each increment of $200,000 in Net Revenue for
the initial $1,000,000 of Net Sales:

                           $200,000:          $20,000
                           $400,000:          $40,000
                           $600,000:          $60,000
                           $800,000:          $80,000
                           $1,000,000:       $100,000

     The Royalty shall be paid in one lump sum on the date of realization by the
Licensee of each  incremental  amount of Net Revenue set forth above.  Royalties
paid by  Licensee  under the  terms  and  conditions  of this  section  shall be
nonrefundable.  In the event that Licensee fails to pay the Royalty specified in
this Agreement, Licensor may, at its option, terminate this Agreement.

     b.     Royalties provided for in this  Agreement, when  overdue, shall bear
interest at a rate per annum  equal to one percent  (1%) in excess of the "prime
rate"  published  by "The Wall Street  Journal" at the time such payment is due,
and for the time period until payment is received by Licensor.



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     c.     Licensee covenants that it will use its best  efforts  to diligently
create,  reproduce,  market,  sell and  distribute  the Prints and  commercially
exploit the Intellectual Property.

     4.     Accounting Provisions.
            ---------------------

     a.     Records.   Licensee  shall keep or cause to  be kept, in  accordance
            -------
with  generally  accepted  accounting  principles,  books,  records and accounts
covering  its  operations  applicable  to  this  Agreement  and  containing  all
information  necessary  for  the  accurate   determination  of  amounts  payable
hereunder.  Licensee  also  agrees to permit,  at  Licensor's  expense  unless a
discrepancy  of more than ten per cent  (10%) of the  amount  paid is  found,  a
certified  public  accountant  to inspect,  at  reasonable  intervals and during
regular business hours, such books,  records and accounts as may be necessary to
determine the  completeness  and accuracy of accounting  reports  required to be
made hereunder.

     b.     Reports  and  Payment.   As  promptly  as  practicable  and   within
            ---------------------
forty-five (45) days after the end of each calendar  quarter,  any part of which
is within the term of this  Agreement,  Licensee  shall  deliver  to  Licensor a
report in writing, certified by an officer of Licensee, setting forth the number
of Prints  sold and the amount of Net  Revenue  realized  during  such  calendar
quarter by Licensee.  Such report shall be made whether or not Licensee has sold
any Prints or  realized  any Net  Revenue  during  such  quarter.  Licensee,  at
Licensor's  request,  shall  also  provide  Licensor  an annual  summary  within
forty-five  (45) days after the  completion of each of Licensee's  fiscal years,
prepared by an  independent  accounting  firm  attesting to the number of Prints
sold and the amount of Net Revenue realized by Licensee in that fiscal year. The
examination of books and records and  preparation of this annual report shall be
at the expense of Licensee.

     5.     Force  Majeure.  Neither party shall be responsible to the other for
            --------------
failure to perform  any of the  obligations  (other than the  obligation  to pay
money) imposed by this  Agreement,  provided such failure shall be occasioned by
fire, flood, explosion,  lightning, windstorm,  earthquake,  subsidence of soil,
failure or  destruction,  in whole or in part,  of  machinery  or  equipment  or
failure  of  supply  of  materials,   discontinuity  in  the  supply  of  power,
governmental   interference,   civil  commotion,   riot,  war,  strikes,   labor
disturbance,  transportation  difficulties  or labor  shortage  or by any  cause
beyond the reasonable control of the party in question.

     6.     Term and Termination. This Agreement shall commence and be effective
            --------------------
on March 15, 2000, and shall continue thereafter for an initial term of five (5)
years. Upon completion of the initial term of this Agreement, Licensee may renew
this Agreement and the rights granted  hereunder for a second five (5) year term
upon six (6) months'  written  notice given to  Licensor,  upon the approval and
consent of Licensor.

     a.     Bankruptcy;  Insolvency;  Change  of  Ownership.   If Licensee shall
            -----------------------------------------------
become bankrupt, or become insolvent, or files a petition for bankruptcy, and/or
if the business of Licensee shall be placed in the hands of a receiver, assignee
or trustee,  and/or  Licensee  shall be liquidated  or dissolved,  and/or all or
substantially  all of the  assets  or  securities  of  Licensee  shall  be sold,
exchanged or transferred,  and/or in the event of a merger or  consolidation  to


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which  Licensee  is a  party,  whether  by  the  voluntary  act of  Licensee  or
otherwise,  this Agreement shall immediately  terminate without notice by either
party.

     b.     Option  at Default.  Either party, at its option, may give notice of
            ------------------
the termination of this Agreement if the other party defaults in the performance
of any  material  obligation,  and if the default has not been  remedied  within
ninety (90) days after written  notice to the  defaulting  party  describing the
default.

     c.     Termination.  In  the event of  any termination of  this  Agreement,
            -----------
Licensee shall have no further  license of or rights to Licensor's  Intellectual
Property.

     7.     Governing Law.  This Agreement shall be governed and interpreted  in
            -------------
accordance  with the laws of the State of  Colorado,  except to the extent  that
Colorado  conflict of laws rules would  require  the  application  of the law of
another state or country.

     8.     General Terms and Conditions.
            ----------------------------

     a.     Relationship of the Parties.   This Agreement does not  constitute a
            ---------------------------
partnership agreement, nor does it create a joint venture or agency relationship
between the parties.  Neither  party shall hold itself out contrary to the terms
of this  Paragraph.  Neither  party  shall be liable to any third  party for the
representations, acts or omissions of the other party.

     b.     Notices.  Unless  otherwise  expressly  provided  for, all  notices,
            -------
requests,  demands, consents or other communications required or permitted under
this  Agreement  must be in writing and must be delivered  personally or sent by
certified or registered mail (postage  prepaid and return receipt  requested) to
the other party at 1127 Sumac Street, Longmont, Colorado  80501 (or to any other
address  given by either  party to the other party in  writing).  In the case of
mailing,  the effective date of delivery of any notice,  demand or consent shall
be considered to be ten (10) days after proper mailing.

     c.     Waiver and Amendment.  No waiver, amendment or modification of  this
            --------------------
Agreement  shall be  effective  unless it is in writing  and signed by the party
against whom the waiver,  amendment or modification is sought to be enforced. No
failure or delay by either party in exercising any right,  power or remedy under
this  Agreement  shall  operate  as a waiver of the right,  power or remedy.  No
waiver of any term, condition or default of this Agreement shall be construed as
a waiver of any other term, condition or default.

     d.     Assignment.  The respective rights and obligations of Licensee under
            ----------
this Agreement  shall not be assigned or  transferred  without the prior written
consent  of  Licensor.  Licensor  may  assign  this  Agreement  to  any  of  its
Subsidiaries, Parents or Affiliates without Licensee's consent.

     e.     Headings.   The section and paragraph headings of this Agreement are
            --------
intended as a convenience  only, and shall not affect the  interpretation of its
provisions.



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     f.     Singular  and  Plural  Terms.  Where  the context of  this Agreement
            ----------------------------
requires,  singular terms shall be considered  plural, and plural terms shall be
considered singular.

     g.     Severability.  If any provision of this Agreement is finally held by
            ------------
a court of competent  jurisdiction to be unlawful,  the remaining  provisions of
this Agreement shall remain in full force and effect, unless as a result of such
unlawful  provision there is a material  failure of  consideration as to a party
and such party is unwilling to waive such failure.

     h.     Entire Agreement.  This Agreement constitutes the complete and final
            ----------------
agreement and understanding between the parties, and supersedes and replaces all
prior  negotiations  and agreements  between the parties  concerning its subject
matter.   The   interpretation  of  this  Agreement  may  not  be  explained  or
supplemented by any course of dealing or performance, or by usage of trade.

     i.     Execution  Required.  This  Agreement  shall not  be binding against
            -------------------
either party until it is executed by both parties.

     j.     Confidentiality.   All  aspects   of  this  Agreement  shall  remain
            ---------------
confidential between Licensee and Licensor except for any governmental  required
disclosures.

     k.     Indemnification.  In the event that any claims for money damages are
            ---------------
asserted  against  Licensor by third  parties,  where such  claims  arise out of
Licensee's  activities  under this  Agreement,  Licensor  will  promptly  notify
Licensee of such  claims.  Licensee  may defend such claims at its  expense.  If
Licensee fails to exercise its right to defend Licensor against such third party
claims, Licensor shall have the right to defend against such claims and take any
action deemed proper in Licensor's sole discretion to expeditiously resolve such
claims. Moreover, if Licensee does not defend Licensor, Licensee shall indemnify
Licensor for all fees and  expenses  incurred in preparing  and  presenting  its
defense and regardless of the outcome of any ensuing  litigation.  In any event,
Licensee  shall also  indemnify  Licensor for any  payments  made by Licensor to
third  parties for claims  arising under this  paragraph,  regardless of whether
such payments are in  satisfaction  of a judgment or constitute an  out-of-court
settlement of such claims.

     10.    Warranties.   Licensor represents  and  warrants  that  it owns  the
            ----------
Intellectual  Property  and  that  such  rights  are  not  the  subject  of  any
encumbrance, lien or claim of ownership by any third party.

     IN WITNESS  WHEREOF,  this  Agreement is made and entered into in duplicate
and each party has caused its name, by its duly authorized  officer, or his name
to be hereunto subscribed, effective as of the date indicated above.


LICENSOR:                              LICENSEE:

                                       JDLPHOTOS.COM, INC.


By:  /s/  James J. DeLutes             By:  /s/ Scott M. Thornock
   ----------------------------           ------------------------------------
               James J. Delutes           Scott M. Thornock, Secretary/Treasurer


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