LICENSE AGREEMENT
                                -----------------

THIS AGREEMENT made as of the 15th Day of October, 1999


BETWEEN:
         DIGITAL  SERVANT CANADA  CORPORATION
         (an Ontario,  Canada company)
         111 Richmond  Street  West,  Suite 420
         Toronto,  Ontario,  Canada M51-1 2G4
         (hereinafter referred to as "Licensor")

                                                               OF THE FIRST PART
AND:
         DIGITAL SERVANT CORPORATION
         (a Nevada corporation)
         713 Kirkland Avenue
         Kirkland, Washington 98033
         (hereinafter referred to as "Licensee")

                                                              OF THE SECOND PART

WHEREAS:

1. The Licensor is the  exclusive  worldwide  rights  holder,  manufacturer  and
distributor  of The "Digital  Servant"  system,  a personal  e-commerce  network
centered  on the  individual,  which is,  accessible  only  through a secure and
personalized web site interface ("Digital Servant" is a trademark registration).
The  company  intends to become the main  conduit  for  consumer  e-commerce  by
linking the human  consumer by way of an avatar  agent  interface  into a secure
network  that can supply,  sell,  service and support the  products and services
sold within it. The "Digital  Servant"  technology is currently  proprietary but
the Licensor  plans to apply for certain  patents.  The product(s) may have line
extensions to include but not limited to further advancement and improvements of
the  corporation's  "Digital  Servant"  network,  this includes  improvements in
storage,  personal  tendering  applications,  communications,  and other related
applications which improve the overall capability of the corporation's  "Digital
Servant"  network.  This product is known as "Digital Servant" in North America.
The Product is deemed to be manufactured in Canada. This assisted communications
system is a proprietary  product as well as the applicable  marketing  materials
associated with the product. This product, including variations,.,  improvements
and product line extensions is hereinafter referred to as the "Product".


2. The Licensor's assisted  communications system, with all improvements thereto
made by the Licensor from time to time during the term of this agreement,  shall
be considered as the "Product".  The Product is packaged and  distributed  under
the  trade  name  "Digital   Servant".   The  Product  is  proprietary   and  is
distinguished  by  distinctive   communications   technology  developed  by  the
Licensor.

                                      (1)
<PAGE>


3. The Licensor owns the  worldwide  manufacturing,  marketing and  distribution
rights to the Product along with the various promotional  literature and Product
information suitable for use in the world marketplace.

4. The Licensee is desirous of obtaining the exclusive  North  American  (United
States, Canada and Mexico) marketing and distribution rights and may sub-license
various  territories  to  suitable  sub-licensees.  The  Licensee  will have the
exclusive North American rights to market and distribute the Product.

The  sub-licensees  will have the assigned  rights to market and  distribute the
Product within a specific territory.  The Licensor reserves the right to approve
the various trade names, logos, etc, as may be deemed appropriate.  The Licensor
hereby  warrants that the Licensor has not  registered any other trade names for
the Licensee other than "Digital Servant".

5. The Licensor is hereby granting the North American marketing and distribution
rights by the terms and conditions more particularly herein described.

NOW THEREFORE  THIS  AGREEMENT  WITNESSED  that in  consideration  of the mutual
covenants  and  premises   contained   herein,   and  other  good  and  valuable
consideration  (the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged), the parties hereto agree as follows:


TERMS AND CONDITIONS:

1. The Licensor  warrants that it is the possessor and exclusive  manufacturing,
marketing and distribution  rights of the Product and all improvements  thereof,
and is rightfully  and  absolutely  possessed of, and entitled to, the worldwide
manufacturing,  marketing and  distribution  rights of the Product,  and further
warrants that such exclusive  rights or any portion thereof are fully assignable
and the  Licensor  has the right to grant or  assign  the  license  as set forth
herein.

2. The Licensor  hereby grants and assigns to the Licensee,  the North  American
manufacturing,  marketing and distribution rights in consideration for 4,115,000
common  non-assessable shares of stock of the Licensee's share capital issued to
the  Licensor  or  designee.  The  Licensee  agrees  to pay to  the  Licensor  a
continuing  2% royalty,  which is based on gross sales,  exclusive of any local,
state or federal taxes, or sales commissions or predetermined promotional costs.

3. The Licensor does hereby warrant and agrees that:

     a)   the Licensee and Sub-Licensees may manufacture,  market and distribute
          the Product in North America,  or in the case of a Sub-Licensee within
          the Territory, in finished (saleable) form, and mass distribute within
          the territory.

                                      (2)
<PAGE>


     b)   the  Licensee  and  Sub-Licensees  (if any) shall be  appraised of all
          improvements and amendments to the product line.

     c)   the Licensee and Sub-Licensees  must conduct ethical business practice
          with  respect to  advertising,  credit  arrangements,  sub-distributor
          agreements,  sales contracts, and in all other phases of marketing and
          distributing the Product in the normal course of business.

4. The License  Agreement  hereby  granted  shall  continue in  existence  until
terminated,  PROVIDED  that  this  Agreement  may not be  terminated  except  as
follows:

     a)   Upon mutual written consent of the parties hereto;

     b)   At the option of the  Licensor  if the  Licensee  defaults or fails to
          perform any of the Licensee's  obligations under this Agreement and/or
          fails to cure any such default or take all  reasonable  steps to do so
          within sixty (60) days after written  notice thereof has been given by
          the Licensor to the Licensee.

     c)   At the option of the Licensor:

               i)   If the Licensee becomes insolvent.

               ii)  If a  receiver  is  appointed  to  take  possession  of  the
                    Licensee's business or property or any part thereof.

               iii) If the  Licensee  shall  make a general  assignment  for the
                    benefit of creditors.

     d)   At the option of the  Licensee  if the  Licensor  defaults or fails to
          perform any of their  assigned  obligations  under this  Agreement and
          shall fail to cure any such default or take all reasonable steps to do
          so within sixty (60) days after written  notice thereof has been given
          to the Licensor by the  Licensee.  At all times,  the Licensor must be
          able to produce the Product and deliver to the Licensee's marketplace.

5. Should the Licensee not be able to obtain product from the Licensor  within a
reasonable  period of time, the Licensee may choose to make  arrangements with a
contract manufacturer to continue with the flow of Product distribution.  If the
Licensor fails to provide the Product to the Licensee and their customers within
45 days of a valid purchase order,  the Licensee may then call upon the Licensor
to disclose the  manufacturing  techniques to provide the protection to keep the
Licensee's  clients by having  the  ability to  delivering  Product.  Should the
Licensor be able to resume manufacturing product on a viable basis, the Licensee
must return to the Licensor for Product supply.

6. The Licensor and Licensee  provide and warrant that all Product  delivered to
the  marketplace  shall be free from  defects  in  quality,  workmanship  and/or
materials and as delivered and  manufactured by the Licensor.  In the event that
any Product is found defective in quality,  workmanship  and/or  materials,  the
responsible party shall have sixty days to correct the defective product line.

7. This  Agreement  provides that upon receipt of a valid  purchase order from a
distributor  or  direct  customer,  the  Licensee  shall  proceed  with  all due
diligence  and shall use its best efforts to order the Product from the Licensor
and distribute the Product.

                                      (3)
<PAGE>


8. This  Agreement  provides  that the  rights  and  privileges  granted  to the
Licensee,  under the terms & conditions  of this  Agreement,  shall apply to any
improved  version of the Product and that the Licensor shall be expedient in the
notification  of any and all such  improvements  of the Product to the Licensee.
Further,  the Licensee shall be entitled to market any and all  improvements and
any  additional  Product(s)  developed by the Licensor  under the same terms and
conditions as described herein for original products.

9. The  parties  hereto  agree  to use  their  best  efforts  to  carry  out the
provisions  of this License  Agreement,  but in the event of  accidents,  fires,
delays in manufacturing, delays of carriers and government actions, acts of God,
state of war, or any other cause  beyond the  control of either  party,  neither
party  shall be required to perform,  nor shall the delay,  non  performance  or
other default  resulting from or contributed to by any of the above reasons give
either party the right to terminate  this  Agreement.  The parties  hereto agree
that time for  performance  be  extended to allow for the delay  resulting  from
circumstances and events.

10. The  Licensor  and  Licensee  agree that they will,  at their sole  expense,
either directly or by their agents, take whatever steps necessary to protect the
proprietary nature of the Product and the trade name "Digital  Servant",  or any
subsequent trade names of the Product.

11. This Agreement  provides that the Licensor will take all reasonable steps to
preserve and protect the Product to the best of its ability and to protect,  all
trade secrets and proprietary  information  contained herein and agrees that the
quality and standards of the Product shall be maintained in accordance  with the
highest specifications.


12. The Licensee hereby accepts the rights to mass market the Product and to use
its best efforts and to take all reasonable actions to promote customer interest
and effect the sale of the Product.


13. The  Licensee's  plan of  marketing  the Product  shall be conducive to high
advertising and distributing standards.


14. The Licensee  shall have the right to appoint and  sub-license  distributors
and/or  sales  agents  within  the   Territory  to  market  the  Product.   Said
distributors and/or sales agents will be appointed at the sole discretion of the
Licensee and such agents and/or  distributors  shall be responsible  only to the
Licensee. The Licensee is responsible to the Licensor.


15. The Licensee  herein  undertakes that all  advertising  material  conform to
local and federal  statutory  advertising  regulations and to operate within and
conform to Territorial laws.






                                      (4)
<PAGE>


16. This Agreement provides that the Licensor will provide the Licensee with any
and all literature  which it may, from time to time, have in its possession with
respect to the promotion and use of the Product.


17.  The  Licensee  shall  be  responsible  for  arranging,  at  the  Licensee's
discretion  and cost, all of the  advertising  and other  promotional  endeavors
within the Territory and shall be solely responsible for same.


18. In the event that either  party  hereto  shall deem the other party to be in
default of this  Agreement,  the one party shall give to the other party written
notice of such  default  and the other party shall have sixty days from the date
of such notice to remedy such default, or to institute a bona fide proceeding to
remedy such default.


19. This  Agreement  contains  the entire  agreement  between the parties and no
representations,  inducements or agreements, oral and/or otherwise, not embodied
herein, shall have any force or effect.


20.  Should  any  legal  dispute  arise  on the  TERMS  AND  CONDITIONS  of this
Agreement, the parties hereto agree to the venue of the State of Nevada, and its
applicable laws for any and all disputes.


THE FOLLOWING DO HEREBY AFFIX THEIR SEALS AND SIGNATURES:



-------------------------------------------
DIGITAL SERVANT CANADA CORPORATION
by Angus Crawford, Vice-President, Director
LICENSOR




-------------------------------------------
DIGITAL SERVANT CORPORATION
by Kevin Jakubec, President
LICENSEE