EXHIBIT 10.16

                       SOFTWARE LICENSE, SOURCE CODE, AND
                    DERIVATIVE PRODUCT DISTRIBUTION AGREEMENT


                                           License Agreement No.  ______________

         This Software License, Source Code, and Derivative Product Distribution
Agreement (the "Agreement") is entered into this _27th day of November, 2002, by
and between M2, INC., a Florida corporation with its principal place of business
at 850  Trafalgar  Court,  Suite  100,  Maitland,  Florida  32751,  (hereinafter
referred to as "LICENSEE"  or "M2") and DIGITAL  COURIER  TECHNOLOGIES,  INC., a
Delaware  corporation  with its  principal  place of  business  at 348 East 6400
South,  Suite 220, Salt Lake City,  Utah 84107,  and all of its  affiliates  and
subsidiaries, (hereinafter collectively referred to as "DCTI" or "DCTi").

     WHEREAS, DCTI owns the Licensed Software (as defined below);

     WHEREAS, DCTI desires to License its software in the ways set  forth below;
and

         WHEREAS,  LICENSEE  desires to  acquire a license  to use the  Licensed
Software subject to the terms and conditions set forth below.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

        1.1   "Documentation"  shall mean such  manuals and other  standard  end
              user  and  technical  documentation  that  DCTI  ordinarily  makes
              available  with a  program,  including  amendments  and  revisions
              thereto.

        1.2   "Licensed  Materials"  means one copy of the Source Code, one copy
              of the executable code (i.e. object code) of the Licensed Software
              and a copy of all Documentation relating to the Licensed Software,
              including,  without  limitation,  textual and/or graphic material,
              perceivable  directly by humans and/or with the aid of a device or
              a machine, and all of the documentation reasonably necessary for a
              user to operate the Licensed Software.

        1.3   "Licensed  Software"  means the  collection  of computer  programs
              described in the attached Exhibit A.

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        1.4   "Source Code" means software in human-readable form, including but
              not limited to, programmers' comments,  data files and structures,
              macros,  object  libraries,  programming  tools  not  commercially
              available,   technical   specifications,   flowcharts   and  logic
              diagrams,  schematics,  annotations and  documentation  reasonably
              required  or  necessary  to  enable  an  independent  third  party
              programmer with reasonable programming skills to create,  operate,
              maintain,  modify and improve the software without the help of any
              other  person.  Data  files  containing  Source  Code  must  be in
              standard ASCII format and be readable by a text editor.

        1.5   "Transaction"  shall mean that function by which a single  message
              exchange is processed,  facilitated and/or completed by or through
              the licensed material.

2. DELIVERY AND ACCEPTANCE

        2.1   Delivery.   DCTI  agrees  to  deliver  to  LICENSEE  the  Licensed
              Materials  listed on Exhibit A within three (3)  business  days of
              the execution of this Agreement.

        2.2   Acceptance.  LICENSEE  shall  have  five (5) days from the date of
              receipt  of  the  Licensed  Materials  to  evaluate  the  Licensed
              Materials for substantial  conformity with the  specifications set
              forth on Exhibit  A, and either  accept,  return  for  rework,  or
              reject the Licensed Materials.  LICENSEE shall be entitled to test
              and  evaluate the  Licensed  Materials by whatever  means it deems
              appropriate   consistent   with  DCTI's  rights  in  the  Licensed
              Materials,  and  DCTI  hereby  grants  to  LICENSEE  any  licenses
              necessary  for  LICENSEE  to perform its  evaluation.  If LICENSEE
              returns Licensed Materials for rework,  DCTI agrees to correct the
              listed defects and resubmit the Licensed  Materials for evaluation
              by  LICENSEE  under the same  acceptance  procedure.  In the event
              LICENSEE  rejects  the  Licensed  Materials,  it shall  give  DCTI
              written   notice  of   rejection   stating  the  reasons  for  its
              unacceptability.  No  payment  shall be  payable to DCTI until the
              Licensed  Materials  have been  accepted by LICENSEE in writing or
              LICENSEE fails to reject the Licensed  Materials within such 5 day
              period at which time the Licensed  Materials will have been deemed
              accepted.

3. RIGHTS GRANTED AND RESTRICTIONS

         License Grant. DCTI hereby grants to LICENSEE  a fully-paid, perpetual,
         non-exclusive,   irrevocable,   transferable,   assignable,   worldwide
         license,  with limited  rights to  sublicense  as more fully set out in
         paragraph  3.1 of  this  Agreement  (the  "License")  to  the  Licensed
         Materials  for the uses set forth in Section  1.2.  This License has no
         limitation as to seats or site.

         3.1  Uses.  LICENSEE  has the  right  to use for any and all  purposes,
              market,  transfer,  assign,  and/or resell the Licensed  Materials
              under  its own  name or  that  of DCTI , at its  sole  discretion.
              LICENSEE may further  sublicense  any and all  licensed  materials
              that  LICENSEE  or its  agents  have  enhanced  or from  which the


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              LICENSEE has made derivative products,  programs,  applications or
              code.  The  License  granted  herein  shall  be for the use of the
              Licensed  Materials by LICENSEE in  connection  with any or all of
              its  business  operations,   including  without  limitation,   the
              operations  of its  affiliates,  wherever  the same may be located
              from time to time and specifically  includes the right to install,
              execute,  use,  copy,  test,  display,  distribute and perform the
              Licensed  Software.  The License granted herein shall additionally
              include the right to make back-up copies of the Licensed Materials
              for  back-up  purposes  and the  right  to  create  derivative  or
              compatible works of the Licensed  Materials,  as well as the right
              to  sub-license,  resell,  transfer,  and/or  assign the  Licensed
              Materials and  derivative  works thereof to LICENSEE's  customers,
              under DCTI or LICENSEE's name.

        3.2   Trademarks. Neither party is granted any right or interest to the,
              trademarks  or trade  names  (collectively,  "Marks") of the other
              party.  Neither  party may use the other's Marks without the prior
              written consent of the other party. Notwithstanding the foregoing,
              DCTI agrees that LICENSEE may, in its discretion,  use DCTI's name
              and the Licensed  Software name in identification of the existence
              of the Licensed Software as bundled with a LICENSEE Product.

        3.3   Licensed Software. LICENSEE shall not be an owner of any copies of
              the Licensed  Software,  but, rather, is licensed pursuant to this
              Agreement to use such  copies.  LICENSEE  acknowledges  and agrees
              that, as between LICENSEE and DCTI, all right, title, and interest
              in the Licensed Software and any part thereof, including,  without
              limitation,  all rights to patent, copyright,  trademark and trade
              secret rights and all other  intellectual  property rights therein
              and thereto,  and all copies thereof, in whatever form,  including
              any written  documentation and all other material  describing such
              Licensed Software, shall at all times remain solely with DCTI.

         3.4  LICENSEE  Modification.  LICENSEE shall have the right, in its own
              discretion,  to independently modify the Licensed Software for its
              own purposes and use, through the services of its own employees or
              of  independent  contractors,  provided  that  same  agree  not to
              disclose or  distribute  any part of the Licensed  Software to any
              other person or entity or  otherwise  violate  DCTI's  proprietary
              rights therein.  LICENSEE SHALL BE THE OWNER OF ANY MODIFICATIONS,
              DERIVATIVE OR COMPATIBLE  WORKS.  DCTI shall not  incorporate  any
              such  modifications  into its software for  distribution  to third
              parties without the prior written consent of the LICENSEE.

4. PAYMENT

         Payment.  In  consideration  for the  rights  and  licenses  granted to
         LICENSEE  under  this  Agreement,  LICENSEE  shall pay DCTI a  one-time
         license  fee of Fifty  Thousand  Dollars  ($50,000.00)  within five (5)
         business days of its acceptance of the Licensed Materials in accordance
         with Section.

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        4.1   Royalty.  For a period  of two  years  from  commencement  of this
              Agreement,  LICENSEE shall pay DCTI 1/10 of a cent ($.001) for all
              accounts   receivable  revenue  generated  by  actual  Transaction
              processing as defined herein.

        4.2   Taxes. DCTI shall be solely  responsible for taxes on amounts paid
              to DCTI by LICENSEE under this Agreement,  including all state and
              local use, sales, property (ad valorem) and similar taxes.

        4.3   Right of First  Refusal.  In the  event  that  DCTI  endeavors  to
              transfer  its  title to the  Licensed  Materials,  either by sale,
              gift,   private  corporate   restructuring,   or  in  a  voluntary
              Bankruptcy  proceeding,  DCTI will first give LICENSEE  notice and
              opportunity to purchase ownership rights in the Licensed Materials
              prior to obligating DCTI to the transfer of ownership  rights to a
              third party.

         4.4  Right of  Notice.  DCTI  hereby  agrees to give  LICENSEE  15 days
              notice  prior  to  conveying  to any  third  party  the  right  to
              sub-license or resell the Licensed Materials.

5. WARRANTY AND INDEMNIFICATION

        5.1   General Warranty. DCTI warrants and represents as follows:


              (a) The Licensed Materials do not contain any unauthorized  codes,
              such as a virus, Trojan Horse, or other software routines designed
              to provide  unauthorized  access,  to disable,  erase or otherwise
              harm software, hardware or data, nor does it contain any self-help
              code,  such as any back door, time bomb, drop dead device or other
              software   routine   designed   to  disable  a  computer   program
              automatically  with  passage  of time or under  the  control  of a
              person other than the LICENSEE;

              (b)  DCTI  has  all  right,  title,  ownership  and  other  rights
              necessary to grant the License to LICENSEE,  free and clear of all
              liens, security interests, pledges, encumbrances or charges of any
              kind;

              (c) The use of the Licensed  Materials  by LICENSEE in  accordance
              with this  Agreement will not violate or infringe upon any patent,
              copyright,  trade secret or other intellectual  property rights of
              other persons or entities; and

              (d) The  Licensed  Software  will operate in  accordance  with and
              substantially  conform  to the  specifications  set  forth  in the
              Documentation and the  specifications set forth on Exhibit A or as
              subsequently modified by mutual agreement of the parties.

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        5.2   Indemnification.  DCTI shall  defend,  indemnify and hold harmless
              the LICENSEE, its corporate affiliates,  and any employee or agent
              thereof  (each of the  foregoing  being  hereinafter  referred  to
              individually as the "Indemnified  Party") against all liability to
              third  parties  arising  from (a) the  negligence  or  willful  or
              intentional  misconduct or omission of the DCTI or its agents,  or
              (b) the License granted herein to LICENSEE for use of the Licensed
              Materials,  including  without  limitation,  the  violation of any
              third party's trade secrets,  proprietary information,  trademark,
              copyright or patent rights in connection with the licensing of the
              Licensed Materials.  DCTI may, at its option, conduct a defense in
              such third party action  arising as described  herein and LICENSEE
              shall   cooperate   in  good   faith  with  such   defense.   This
              indemnification  is limited to the Licensed Software  delivered to
              the LICENSEE or as modified by DCTI and does not cover third party
              claims  arising from  modifications  to the Licensed  Software not
              authorized by DCTI. If a third party claim causes LICENSEE's quiet
              enjoyment  and  use  of the  Licensed  Materials  to be  seriously
              endangered or disrupted, DCTI shall:

              (a) replace the Licensed Materials, without any additional charge,
              with a  compatible,  functionally  equivalent  and  non-infringing
              product;

              (b) modify the Licensed Materials to avoid the infringement; or

              (c)  obtain a license  for the  LICENSEE  to  continue  to use the
              Licensed  Materials  and pay for any  additional  fee required for
              such license.

6. MAINTENANCE.

         During the term of this Agreement,  DCTI shall, at no additional  cost,
         (a) provide to LICENSEE all upgrades, modifications and enhancements to
         the Licensed  Materials created by DCTI, and (b) correct any defects or
         malfunctions in the Licensed Materials. For purposes of this Section 6,
         "Upgrade" shall mean any correction of any defect or malfunction in the
         Licensed  Materials,  "Modification"  shall  mean  any  change  to  the
         Licensed  Materials which improves the efficiency and  effectiveness of
         the basic program functions,  but which do not change such functions or
         create  one or more new  functions,  and  "Enhancement"  shall mean any
         changes  in the  Licensed  Materials  that  modify  the  basic  program
         functions  of the Licensed  Materials or add one or more new ones.  All
         such   Upgrades,   Modifications,   Enhancements,   new   releases  and
         corrections shall constitute Licensed Materials.

7. LIMITED LIABILITY

         EXCEPT FOR ANY DAMAGES CAUSED BY WILLFUL OR  INTENTIONAL  MISCONDUCT OR
         OMISSION,  OR GROSS  NEGLIGENCE,  NEITHER  DCTI NOR  LICENSEE,  NOR ANY


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         PERSON ACTING ON ITS BEHALF (AS AN EMPLOYEE,  OFFICER,  DIRECTOR, AGENT
         OR   OTHERWISE),   SHALL   HAVE  ANY   LIABILITY   HEREUNDER   FOR  ANY
         CONSEQUENTIAL,  INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES
         BASED  ON  THIRD  PARTY  CLAIMS  RELATING  TO THE  USE OF THE  LICENSED
         MATERIALS,  INCLUDING  LOSS OF PROFITS  ARISING OUT OF THIS  AGREEMENT,
         WHETHER ANY SUCH CLAIM IS BASED UPON CONTRACT OR TORT.

8. CONFIDENTIAL INFORMATION

        8.1   Licensed Materials.  All Licensed Software in object code form and
              related  Documentation  provided to LICENSEE  hereunder are deemed
              non-confidential, and LICENSEE is not under any obligation to DCTI
              to restrict  access to or use of such Licensed  Software in object
              code form or related  Documentation,  provided LICENSEE  otherwise
              complies with the terms of this Agreement.

        8.2   Confidential  Information.  During  the  term of  this  Agreement,
              either party may receive or have access to technical  information,
              as  well  as  information  about  product  plans  and  strategies,
              promotions,   customers   and   related   non-technical   business
              information   which  the   disclosing   party   considers   to  be
              confidential   ("Confidential   Information").    In   the   event
              Confidential  Information is disclosed, the disclosing party shall
              (i)  mark  the   information  as   confidential  at  the  time  of
              disclosure,   or  (ii)  if  disclosed  orally  but  stated  to  be
              confidential,   designate  such  information  as  confidential  in
              writing by summarizing the Confidential  Information disclosed and
              sending  such summary to the  receiving  party within a reasonable
              period of time after  such oral  disclosure.  Notwithstanding  any
              provision  to the  contrary,  all source  code  provided by either
              party to the other,  and all business  information with respect to
              any  unpublished or future DCTI or LICENSEE  products,  are deemed
              Confidential Information for the purposes of this Section 8.

        8.3   Nondisclosure.   Confidential  Information  may  be  used  by  the
              receiving  party  only in a manner  consistent  with such  party's
              rights and obligations  under this Agreement.  The receiving party
              shall protect the Confidential Information of the disclosing party
              by using the same  degree of care (but not less than a  reasonable
              degree of care) to prevent the unauthorized use,  dissemination or
              publication  of such  Confidential  Information,  as the receiving
              party uses to protect  its own  Confidential  Information  of like
              nature.  The  receiving  party's  obligation  under this Section 8
              shall  be for a  period  of  three  (3)  years  after  the date of
              disclosure  except for either  party's  source code which shall be
              held  confidential in perpetuity.  The foregoing  obligation shall
              not apply to any  information  that is: (i)  already  known by the
              receiving  party  prior to  disclosure;  (ii)  publicly  available
              through no fault of the receiving party; (iii) rightfully received
              from a  third  party  without  a  duty  of  confidentiality;  (iv)
              disclosed by the disclosing  party to a third party without a duty


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              of   confidentiality   on  such  third  party;  (v)  independently
              developed by the receiving  party prior to or  independent  of the
              disclosure;  (vi)  disclosed  under  operation  of law;  or  (vii)
              disclosed by the receiving party with the disclosing party's prior
              written approval.

        8.4   Notification.  Each party  agrees to notify the other  promptly on
              the event of any breach of security  under  conditions in which it
              would appear that any  Confidential  Information was prejudiced or
              exposed to loss. Each party shall, upon request of the other, take
              all other  reasonable  steps  necessary to recover any compromised
              Confidential  Information disclosed to or placed in the possession
              of each  party by  virtue  of this  Agreement.  Each  party  shall
              individually bear the cost of taking any such steps.

        8.5   Remedies.  Each party  acknowledges  that any breach of any of its
              obligations  under this  section 8 is likely to cause or  threaten
              irreparable harm to the other, and accordingly, agree that in such
              event,  the aggrieved party shall be entitled to equitable  relief
              to  protect  its  interest  therein,  which  will  be  limited  to
              preliminary and permanent  injunctive relief for both LICENSEE and
              DCTI but will not limit the aggrieved party from seeking  expanded
              remedies from other unrelated third parties.

9. OTHER PROVISIONS

        9.1   Authorization.  This  Agreement  has been duly  authorized  by all
              necessary  corporate  action  on the part of the each  party.  The
              Agreement  constitutes  the  parties'  valid and  legally  binding
              obligation,  enforceable  against it in accordance with its terms.
              DCTI has the full corporate power and authority to enter into this
              Agreement.  LICENSEE has the full corporate power and authority to
              enter into this Agreement.

        9.2   Publicity.  Each party  agrees not to  publicize  or disclose  the
              existence or terms of this Agreement to any third party (except as
              allowed in this  agreement in Section 3) without the prior written
              consent of the other except as required by law. In particular,  no
              press releases  shall be made without the written  consent of each
              party.

        9.3   Independent  Contractors.  The  relationship  of the parties under
              this  Agreement is that of  independent  contractors,  and neither
              party is an  employee,  agent,  partner or joint  venturer  of the
              other.

        9.4   Relationship  Managers.  Each party  designates  the person(s) set
              forth on Exhibit B as the  primary  contact(s)  of each party with
              respect to this Agreement,  which person(s) may be redesignated by
              a party by written notice to the other.



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Disputes and Governing Law.

         (a) Dispute Resolution.  In the event of a dispute between the parties,
the issue will first be escalated to the individuals identified on Exhibit B. If
these individuals cannot resolve the dispute within two (2) weeks of notice, the
issue will be escalated  to the legal  counsel of each party and/or the parties'
principals.  Either party may initiate dispute resolution by notice to the other
party.  Such notice will be without  prejudice to the invoking party's rights to
any  other  remedy  permitted  hereunder.  The  parties  will  use  commercially
reasonable  efforts to arrange meetings or telephone  conferences,  as needed at
mutually  convenient times and places,  to facilitate  negotiations  between the
parties.  In the event that the parties  fail or are unable to resolve a dispute
between them after  exhausting  the  escalation  process set forth  above,  then
either  party may  declare  that a deadlock  exists.  In the event of a deadlock
after  undertaking the forgoing steps to resolve the dispute in good faith,  the
parties  shall  attempt  to  resolve  the  dispute  through  mediation  prior to
instituting litigation or other adversary proceeding.

         (b) Mediation.  A party shall  initiate a mediation by serving  written
notice on the other party by overnight mail. The parties may select any mediator
mutually  agreeable to them.  If the parties  cannot agree on a mediator  within
fifteen (15) days,  they will,  within five (5) days  thereafter  submit a joint
request for mediation to the Orlando, Florida office of the American Arbitration
Association  ("AAA") and request the AAA to select an appropriate  mediator with
experience  in  resolving  software  development  and  licensing  disputes.  The
mediation  session  shall occur within  thirty (30) days of the selection of the
mediator  unless the parties  mutually  agree to extend this time,  and shall be
scheduled for not less than one day. Each party agrees to send a  representative
with  full  settlement  authority  to the  mediation.  The  mediation  shall  be
conducted  exclusively in Tampa,  Florida or within 100 miles  thereout,  unless
otherwise  agreed by the parties.  The parties  agree to hold the content of the
mediation in confidence and further agree that the mediator is disqualified as a
litigation  witness for any party to the  mediation.  The parties  further agree
that the mediation shall be considered to be a form of settlement  negotiations,
the content of which shall not be  admissible  as evidence of  liability  in any
judicial  proceeding.  Each party shall bear its own expenses and an equal share
of the  expenses of the mediator  and,  where  applicable,  the AAA. The parties
agree that any refusal to mediate under this section is a breach of contract for
which  damages may be recovered  in  litigation  between the parties.  Except as
provided  below,  if  the  party  who  ultimately  prevails  in  any  litigation
institutes a court action or other adversary proceeding without first attempting
mediation as required  hereby,  SUCH  PREVAILING  PARTY SHALL NOT BE ENTITLED TO
ATTORNEYS'  FEES OR COSTS THAT MIGHT  OTHERWISE  BE  AVAILABLE  TO IT UNDER THIS
CONTRACT OR IN COURT ACTION.

         (c)  Litigation.  In the  event  a  dispute  is not  resolved  by  such
mediation,  the parties shall have the right to initiate a suit, action or other
adversary  proceeding  before  the  appropriate  court  exclusively  within  the
jurisdiction  of the state and federal  courts in the state of  Florida.  In the
event of such suit, action or other adversary proceeding, the Parties hereto (a)
submit to the exclusive personal jurisdiction of the federal and state courts in
the State of Florida,  County of Orange and (b)  expressly  waive any right they


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may have to a jury trial and agree that any such proceeding  shall be tried by a
judge  without a jury.  All  defenses  based on  passage of time shall be tolled
pending mediation, unless otherwise prohibited by law.

         (d)  Applicable  Law. This Agreement  shall be governed by,  construed,
enforced and interpreted in accordance with the internal substantive laws of the
State of Florida.

         (e) Interim  Relief.  Nothing in this  Section  shall be  construed  to
preclude any party from seeking  injunctive or other provisional relief in order
to protect its rights pending  mediation,  provided however that such relief may
only be sought within the  appropriate  judicial forum as provided in Subsection
(c) above.  In the event a party seeks interim relief  without first  attempting
mediation,  such party shall not forfeit its entitlement to legal fees and costs
that would otherwise be available to it only if such party  initiates  mediation
within fifteen (15) days after  initiating the action seeking interim relief.  A
request  to a court  for  interim  relief  shall  not be  deemed a waiver of the
obligation to mediate.

        9.5   Notice.  Any notice or other  communication  required or otherwise
              provided for under this Agreement shall be in writing and shall be
              deemed given when  delivered by hand or by courier or express mail
              or by registered or certified  United States mail,  return receipt
              requested,   postage  prepaid,  or  by  facsimile  if  receipt  is
              acknowledged (except that a notice of termination or default shall
              not  be  sent  by  facsimile)   and  shall  be  addressed  to  the
              appropriate relationship manager as set forth on Exhibit B.

        9.6   Assignment.  This Agreement shall be binding upon and inure to the
              benefit of the  parties  hereto and their  respective  affiliates,
              successors  and  permitted  assigns.  DCTI  may  not  assign  this
              Agreement or its  interest or  obligations  hereunder  without the
              prior consent of LICENSEE.  LICENSEE may assign this  Agreement or
              its  interest or  obligations  hereunder  without  DCTI's  consent
              including,  but not  limited  to, in  connection  with a change of
              control of LICENSEE,  a merger of LICENSEE with another entity, or
              the sale of all or substantially all of the assets of LICENSEE.


        9.7   Severability.  The  terms of this  Agreement  shall be  applicable
              severally to each Licensed Software program, if more than one, and
              any dispute  affecting  either party's rights or obligations as to
              one or more  Licensed  Software  program(s)  shall not  affect the
              rights  granted  hereunder  as  to  any  other  Licensed  Software
              program(s).  If any  provision  of  this  Agreement  is held to be
              invalid or  unenforceable  by a court of  competent  jurisdiction,
              then the remaining  provisions  will  nevertheless  remain in full
              force and effect,  and the parties will  negotiate in good faith a
              substitute,  valid and  enforceable  provision  which most  nearly
              effects the parties' intent in entering into this Agreement.

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        9.8   Headings. The captions and headings used in this Agreement are for
              convenience in reference  only, and are not to be construed in any
              way as  terms  or be  used to  interpret  the  provisions  of this
              Agreement.

        9.9   Distribution  Obligation.  LICENSEE  may  in its  sole  discretion
              decide to distribute or not  distribute  the Licensed  Software or
              derivative products created from the Licensed Software as it deems
              appropriate.

        9.10  Relationship of Parties.  In performing under this Agreement,  the
              parties are acting as independent  contractors  and this Agreement
              shall not be  construed as imposing  liability  upon one party for
              the acts or omissions  of the other or as  providing  either party
              with  the  right,  power  or  authority  to  impose  any  duty  or
              obligation on the other except as expressly provided herein.

        9.11  Modifications.  This  Agreement  may be modified only by a writing
              signed by an authorized representative of each party.

        9.12  Waiver.  Neither  party's  failure to  exercise  any of its rights
              hereunder shall  constitute or be deemed a waiver or forfeiture of
              any such rights.

        9.13  Force Majeure.  Nonperformance  of either party will be excused to
              the extent  that  performance  is rendered  impossible  by strike,
              fire, flood,  governmental acts or orders or restrictions or other
              similar  reason where failure to perform is beyond the control and
              not caused by the negligence of the non performing party, provided
              that  the  non  performing  party  gives  prompt  notice  of  such
              conditions to the other party and makes all reasonable  efforts to
              perform.

        9.14  Entire  Agreement.  This document  represents the entire agreement
              between  the  parties  as to the  matters  set  forth  herein  and
              supersedes    all   prior    discussions,    representations    or
              understandings between them.

        9.15  Exhibits.  Each of the Exhibits  referred to in this  Agreement is
              incorporated in full in this Agreement wherever reference to it is
              made.

        9.16  Counterparts. This Agreement may be executed in counterparts, each
              of which shall be deemed an original.


        9.17  Items  8.1  through  8.5  of  this Agreement   shall  survive  the
              Agreement.




                                       10
<PAGE>




         IN WITNESS WHEREOF, this Agreement has been executed below on behalf of
each corporation's duly authorized officer as of the date first set forth above.

M2, INC                                         DIGITAL COURIER
                                                    TECHNOLOGIES, INC

By:  /s/ Joseph W. Adams                        By: /s/ Don Marshall
    -------------------------                       ---------------------

Print Name: Joseph W. Adams                     Print Name: Don Marshall
Title: President and CEO                        Title:  CEO







                                       11
<PAGE>




                                    EXHIBIT A

         iGuard - Fraud monitor and  management  systems for acquiring  merchant
         transaction processing. Includes a Transaction Processing Rules Engine,
         Fraud Alert Case Engine,  and Fraud Alert Case Work Flow Queue  manager
         system.

         netClearing - An Internet  Payment Gateway process (IPG).  Includes the
         i24Admin  merchant  administration  system, a merchant-agent  portfolio
         reporting  system (PRS),  and a merchant  reporting and  administrative
         system (MRS).

         SecureCharge - A transaction  authorization  and  settlement  reporting
         system,   including  a  batch-based   transaction   authorization   and
         settlement system (SecureBatch).

         ePos - A consumer-to-merchant payments processing module.

         eBatch - A merchant  payments module  permitting batch  submissions for
         transaction authorization, capture, settlement and reporting.

         SecureCart - An internet  shopping cart application  including  various
         security provisions

         SecureTrans - Used in conjunction with SecureCart, this module provides
         for processing secure payments transactions.

         OFS - An order fulfillment  system which includes payments  processing,
         order management and tracking,  shipping reports and product back-order
         and tracking logic.

         SMS - A subscription management system which tracks orders and acquires
         payments for products or services on a recurring billing basis.



                                       1
<PAGE>




                                      DCTI
                               e-payment services

DCTi netClearing and iGuard

                                   Version 1.0

Table of Contents

Payment Processing with DCTI................................................3

The SecureCharge(R)and SecureBatch(R)Payment Plug-In........................3

ePOS........................................................................3

eBATCH......................................................................3

iGuard Fraud Control........................................................3

Merchant Tools and Reports..................................................4


NetClearing Payment Services for Financial Institutions.....................4

Internet Payment Gateway....................................................4

Risk Management.............................................................5

Tools and Reports...........................................................5


Risk Management and Internet Fraud Control..................................6

Credit Card Clearing Process................................................8


Technology..................................................................9

Performance and attributes..................................................9




                                       2
<PAGE>




Payment Processing with DCTI
----------------------------

DCTI offers credit-card processing services for Visa(R), MasterCard(R), American
Express(R),  Discover(R),  Diners Club(R),  and can support all other major card
schemas.  Payment  features of the DCTI service  include  authentication,  fraud
control, authorization, settlement handling, and real-time reporting.

The SecureCharge(R) and SecureBatch(R) Payment Plug-In
------------------------------------------------------

Designed for ease of use, DCTI's  SecureCharge(R)  and  SecureBatch(R)  "Payment
Plug-in"  software  delivers  transaction  processing  capabilities  in a small,
easy-to-install, thin-client format. Because the Payment Plug-ins are built with
technology  based on open  standards,  clients can quickly and easily  integrate
them into a wide range of e-commerce server platforms,  software  packages,  and
financial systems  infrastructure.  Once installed,  these lightweight  software
libraries  enable   application   programming   interfaces  (API)  that  can  be
implemented  in a secure  yet  simple  manner.  Once  implemented,  the  payment
plug-ins handle all security  protocols,  communication  protocols,  and message
formatting.  The payment plugins securely transmit  transaction data to the DCTI
Internet Payment Gateway,  discussed below. The gateway examines the transaction
for  potential  fraudulent  activity,  logs the  transaction  in a database  for
reporting, and routes the transaction to the card networks for authorization.

The  plug-ins are  available  in a variety of  languages on all major  operating
systems and are provided in a concise SDK (Software  Development  Kit). The DCTI
SecureCharge  and SecureBatch SDK contain the plug-in  software  libraries,  API
documentation,  software  languages  and sample  code for  implemention  in CGI,
ISAPI,  NSAPI,  COM/Active-X,  Visual Basic, C/C++, Java, and Perl for both Unix
and Windows platforms.

ePOS
----

DCTI's ePOS(R) is an easy-to-use,  Web-based point-of-sale terminal application.
Merchants  can use ePOS from a desktop  computer to submit credit card and order
information to the DCTI Internet  Payment  Gateway,  discussed  below.  With its
Web-based   functionality,   ePOS  provides  flexibility  for  multiple  station
processing  facilities such as call centers and customer service  centers.  Most
importantly,  because ePOS accesses DCTI's Payment Plug-in,  transactions can be
processed with the same rapid response times, Web-based reporting, and access to
important fraud protection service.

eBATCH
------

DCTI's eBATCH(R) is an easy-to-use Web-based  point-of-sale terminal application
designed  for  multi-transaction  processing.  Merchants  can use eBATCH  from a
desktop  computer  to  submit  files  of  credit  card  transactions  and  order
information  to  the  DCTI  Internet   Payment   Gateway.   With  its  Web-based
functionality,  eBATCH  provides  flexibility  for multiple  station  processing
facilities such as call centers and customer service centers to upload recurring
transactions. Most importantly,  because eBATCH accesses DCTI's Internet Payment
Gateway,  transactions  can be  processed  with the same rapid  response  times,
Web-based  reporting,  and access to important fraud protection  services as are
available for other credit card transactions.

iGuard Fraud Control
--------------------

All transactions passed to DCTI's Internet Payment Gateway are guarded by DCTI's
iGuard Payment Protection  System, a suite of fraud-detection  software routines
and  applications.   The  iGuard  System  constantly   monitors  for  suspicious
transactions  and data entry  errors.  Merchants  are alerted to evidence of the
misuse of card  information,  detected by such  metrics as the  verification  of
addresses, velocity of purchases, and bad card histories.



                                       3
<PAGE>



Merchant Tools and Reports
--------------------------

DCTI offers its merchant clients 24/7 access to account information on a secure,
password-protected  Web site  called  MRS(R)  (Merchant  Reporting  Suite).  The
security sub system of MRS is a tool and resource rights based system made up of
users and  groups.  With the  appropriate  login and  password  information,  an
authorized  user can access this Web site via a desktop  computer with and a web
browser.  Because  DCTI's  system  captures  and  displays  transaction  data in
real-time,  all reports provide an accurate reflection of account activity.  The
primary  categories of information and  functionality  available to the users of
the MRS(R) system include:

        o     My Account
                o    Account Profiles
                o    User and Group Security Sub-System Management
                o    Processing Profiles
        o    Account Activity Reports
                o    Transaction Summaries
                o    Detailed Transaction Reports
                o    Account Velocity Reporting
                o    Advanced Ad Hoc Transaction Searches
                o    Customer Risk and Valuation Tools
        o    Reconciliation Reports
                o    Chargeback and Exceptions Management
                o    Account Ledgers
        o    EPOS
        o    eBATCH
        o    Secure Electronic Document Delivery System
        o    Integrated System News
        o    Extensive Online Help


NetClearing Payment Services for Financial Institutions

DCTI's payment services for financial institutions provide an outsource solution
for electronic  payment services and merchant  portfolio  management  tools. The
payment services software suite is called PRS(R) (Portfolio Reporting Suite) and
includes  a  white  labeled   netClearing   Internet  Payment  Gateway,   direct
connections  to  credit  card  networks,  and an  extensive  array of  portfolio
management  tools that  provide  reliable  transaction  processing  services for
institutions with an existing merchant acquiring program.  With DCTI's Web-based
portfolio management tools,  financial institutions can better control the level
of risk associated with their portfolio,  a merchant category,  or an individual
merchant.

Internet Payment Gateway
------------------------

The Internet Payment Gateway is a term used to describe the collection of DCTI's
risk management,  reporting, and merchant account management tools that interact
directly  with  legacy  financial  and  banking  networks,   operating  systems,
acquiring  gateways,  and  credit-card  networks.  The gateway is comprised of a
commerce  server  located at one DCTI's data centers in Salt Lake City,  Utah or
Clearwater,  Florida, a transaction database,  and fraud screening software that
seamlessly integrate into existing systems.

Integrating  a portfolio  of  merchants  with the  Internet  Payment  Gateway is
straightforward  and  efficient.  Online account  management  tools come with an
easy-to-use  administration  interface  that helps users perform  functions that
include adding and updating merchants, accessing reports, and monitoring fraud.

                                       4
<PAGE>

Risk Management
---------------

Both merchants and financial  institutions are protected by DCTI's iGuard matrix
of fraud detection analysis and software. Through iGuard, an individual merchant
or an entire  merchant  portfolio  can be monitored for  potentially  fraudulent
credit-card activity and data entry errors.

The risk management  software alerts  financial  institutions to evidence of the
misuse of card information, detected by such metrics as the use of a compromised
Bank   Identification   Number  (a  "BIN"),   unusual   velocity  or  volume  of
transactions,   or  the  use  of  a  compromised  card  number.   Fraud  control
administrators  (such as risk management officers) can use DCTI's secure PRS Web
site to manage their merchant portfolio and to set fraud detection limits with a
graphical user interface.

Tools and Reports
-----------------

DCTI offers real-time  activity  reports and portfolio  management tools through
the secure  password-protected PRS Web site. The security sub system of PRS is a
tool and resource  rights based system made up of users and groups.  Clients can
log-on to the secure Web site to view and react to  transactions  as they occur.
All reports are generated from the live transaction database. Custom reports are
dynamically  generated  based  on any of 16  user  selected  parameters  such as
transaction number, cardholder, or BIN.

Because DCTI has direct  access to the card  networks the Company can record and
display  transaction  activity in real-time.  Reporting  functions  available to
financial institution clients include:

o    Portfolio Analysis
o    General Overview
o    Settlement Analysis
o    Volume Analysis
o    Per Ticket Analysis
o    Merchant Activity
o    Detailed Transaction Reports
o    Transaction Summary Reports
o    Deposit Baseline Reviews
o    Merchant Velocity
o    Violation Review
o    Extensive Searching Capabilities
o    Ad Hoc Transaction Searches
o    Card Holder Name Searches
o    Credit Card Number Searches
o    Bin Searches
o    Fraud and Reporting
o    Card Holder Risk and Valuation Analysis
o    By Portfolio or Merchant
o    Stolen Card Activity
o    Captured Transaction Report
o    iGuard Fraud Profile Administration
o    iGuard Fraud Case Management Suite
o    iGuard Fraud Alert Engine
o    Reconciliation Systems
o    Settlement Report Management
o    Merchant Ledger Management
o    Adjustment Management


                                       5
<PAGE>

o    Chargeback and Exceptions Management
o    Merchant Management
o    Merchant Account Management
o    Processing Profile Management
o    Security Sub System Controls
o    User and Group Management
o    Tool and Resource Management


Risk Management and Internet Fraud Control
------------------------------------------

DCTI's  iGuard  fraud-screening  software  suite helps  merchants  reduce  their
exposure to losses  generated by credit-card  fraud or data entry errors.  These
controls were developed specifically for e-commerce businesses,  which typically
experience  higher  rates of  credit-card  fraud.  The software  provides  added
protection  for  processing  banks and merchants by scrubbing  all  transactions
through various  fraud-detection  software  routines and databases.  Potentially
fraudulent  transactions  are detected and rejected  prior to  authorization  or
caught by a fraud alert engine and placed in a fraud case management system.

Following is a description of the primary fraud detection  routines DCTI can use
to scrub its clients' transactions:

         Checksum (Luhn check)
         A basic  check of how many digits are in a credit card number to ensure
         the customer's credit card is valid.

         Address Verification System ("AVS")
         Merchants can require  customers to submit the billing address of their
         credit  card.  The address  supplied by the customer is compared to the
         address on file with the issuing bank.  Merchants may choose the degree
         of match  (between  credit  card  number  and  address)  at  which  the
         transaction should be rejected.

         Difference between name and card number
         A credit  card  number  can be matched  to a  cardholder's  name for an
         existing  client.  A  mismatch  may  indicate  that  a  card  has  been
         compromised.

         Unusual frequency of purchases
         A merchant may record  information  about how frequently its product or
         service is  typically  purchased  with a particular  card  number.  The
         information is matched to actual  activity so merchants are notified of
         any significant variation from that mean.

         Unusual time of day for purchases
         A merchant may record typical transaction volumes for a particular time
         of day. The  information is matched to actual activity so merchants are
         notified of any significant variation from that mean.

         Compromised BIN and card database
         All  transactions  can be checked  against a  database  of BINs or card
         numbers that may have been compromised. These options include:

BIN screening
A BIN corresponds to a whole set of cards that a card issuing bank has released.
When the security of a BIN is  compromised,  chances for fraud  increase for all
cards  bearing  that BIN.  DCTI BIN  screens  help to flag  numbers  that may be
compromised.

                                       6
<PAGE>

Card  screening
Transactions  may be checked  against a database  of  invalid,  compromised  and
otherwise questionable credit card numbers.

Declined card screening
All  transactions  may be checked against a database of credit card numbers that
have declined charges recently.  This service saves clients  transaction fees by
declining the charge before it is submitted to the banking network.

         Summary activity
         Financial institutions can monitor activity of a single merchant or all
         merchants to track  sales,  credits and single  transactions.  Even the
         flow of money across  credit  cards can be reviewed to reveal  customer
         histories, purchasing habits, and money flow into or out of a card on a
         daily basis or on an historical timeline.

         Fraud reporting
         Financial  institutions  can survey and analyze  activity by BIN,  card
         number,  AVS  and  velocity  of  purchases.  Stolen  credit  cards  and
         questionable transactions present themselves on demand.

         BIN check
         Entire BINs can be reviewed for questionable activity and transactions.
         Customer  data  associated  with credit cards can be compared to locate
         unreported,  stolen or generated  card usage.  Related  merchants are a
         mouse click away from review of any suspicious transaction.

         Unusual activity
         DCTI also provides the ability to generate 90-day baseline data for any
         merchant  in a bank's  portfolio.  Side  reports  offer the  ability to
         locate  transactions  exceeding  the baseline by whatever  range a Bank
         determines is valid for that merchant. Excessive tickets, unusual daily
         deposits and more can be located quickly and reviewed 24/7.


         Review merchant and portfolio activity in real-time
         A  financial  institution's  entire  merchant  portfolio  or  a  single
         merchant  account can be viewed with DCTI's online charting tools.  The
         ability to graphically review a merchant's dollar and transaction count
         can be a simple indicator of merchant or consumer fraud. Peak hours can
         be located  within hourly  summaries  that appear in easy to understand
         bar charts.




                                       7
<PAGE>
1a Merchant Web Site


      Real-time reporting


1b Internet Payment
   Gateway

VISA MC AMEX Discover
Credit Card Network


3a Issuing Bank


2 Settlement Authority


3b Merchant Bank


Credit Card Clearing Process

To better understand DCTI's products and services, the following explanation and
diagram describe how the credit card clearing process works, and how the Company
simplifies  the process.  DCTI  generates  real-time  reporting and  transaction
management   services   through  a  secure  Web  server.   Information  such  as
authorization  notices and  settlement  data from the credit card  companies are
stored  in the DCTI  database,  which  generates  reports  on the  DCTI  account
activity  reporting sites. This means that merchants and financial  institutions
can  view  real-time  transaction  information  any  time  of the  day via a Web
browser.
         1    Authorization - When merchants are ready to begin accepting credit
              cards as  payment  for goods or  services  on their Web site (1a),
              they can  download  DCTI's  Payment  Plug-In  and  request  DCTI's
              assistance in establishing a merchant account. They are then ready
              to begin accepting payments.

     Once the customer  submits a credit card number on the merchant's Web site,
     the Payment  Plug-in  contacts the DCTI  Internet  Payment  Gateway (1b) to
     initiate fraud screening and then to request  authorization,  final sale or
     credit.

         2    If the transaction is not rejected for potential  fraud,  the DCTI
              Internet Payment Gateway then sends the transaction information to
              the credit card network (1c) for  authorization  or declination of
              the charge. This process is completed  in-house;  the Company does
              not use third party  acquiring  processors.  If the transaction is
              approved,  an authorization code is returned to the merchant's Web
              site and the  authorization is complete.  With DCTI's system,  the
              real-time authorization and capture process occurs within seconds.
              Batch requests are completed within ten to thirty minutes.

         3    Settlement - Once the product the customer  ordered is shipped (or
              downloaded),  the authorization  code is used to settle the amount
              of the transaction. DCTI's Internet Payment Gateway and the credit
              card network exchange  information  with the Settlement  Authority
              (2) to confirm the transaction.

                                       8
<PAGE>

         4    Funds transfer - Finally the Settlement Authority requests a funds
              transfer from the Issuing Bank (3a), which moves money through the
              Settlement  Authority into the  merchant's  bank (3b). The payment
              process is now complete.


Technology

We have  computer  facilities  in Salt Lake  City,  Utah to  support  all of our
products  and  services.  This data  center has  redundant  systems in place for
power,  telecommunications,  environmental  controls,  and fire suppression that
assure  consistently   optimal  performance  through   state-of-the-art   system
scalability and reliability. Features of the data center include:

         o        multiple  fiber  optic  OC-3's from  distinct  Tier 1 Internet
                  Service Providers  providing highly scalable  bandwidth,  load
                  balancing, fault tolerance, and data redundancy for e-commerce
                  and other Internet applications and customers;

         o        fully  redundant   network   architecture   composed  of  dual
                  switches,  routers,  firewalls,  and  load  balancing  devices
                  providing  internet  scalability,  load  balancing  and  fault
                  tolerance;

         o        a  range  of high  availability  multiprocessor  servers  from
                  various  manufacturers  including  Hewlett-Packard,  Dell, Sun
                  Microsystems  and Tandem  Computers  supporting  our  business
                  operations.  The super-scalar processing architecture of these
                  systems manages our service components including  simultaneous
                  payment  processing,  real-time report generation and merchant
                  accounting; and

         o        modern fire retardant  systems,  security systems,  quad-power
                  conditioners,  and industrial battery backup arrays as well as
                  an  8-day  backup  diesel   generator,   which  all  guarantee
                  continuous power and environmental control to insure seamless,
                  around-the-clock systems uptime and availability.


Performance and attributes

DCTI's technology gives online businesses the high-speed  performance they need.
Transactions  are  usually  complete in 1-2  seconds.  DCTi's  Internet  Payment
Gateway architecture provide fast, secure, and reliable performance.

o     Capacity

         The entire Internet  Payment  Gateway (IPG) is continually  tracked for
         availability. Once every minute, a test transaction is sent to Visa and
         MasterCard.  Also, all transaction  servers are equipped with Redundant
         Arrays of  Independent  Disks  (RAID) and  multiple  power  supplies to
         ensure network availability.


o     Security

         Firewall  systems exceed  industry  standards and work in tandem with a
         state of the art intrusion  detection system,  which uses algorithms to
         detect any hacking  attempt.  Connections and information are protected
         by standard RSA encryption to SSLv3.0.

o     Scalability

         DCTI's  infrastructure  is highly  scalable  for future  expansion  and
increased performance requirements.



                                       9
<PAGE>




                                    EXHIBIT B

                        NOTICE AND RELATIONSHIP MANAGERS

LICENSEE:                           DCTI:

Joseph W. Adams                         Don Marshall
M2, Inc.                                Digital Courier Technologies, Inc.
850 Trafalgar Court, Suite 100          348 East 6400 South, Suite 220
Maitland, Florida 32751                 Salt Lake City, Utah  84107

Notices with respect to the  administration of this Agreement shall be addressed
to the Business  Manager set forth above and cc: to LICENSEE's  legal department
at:

Andrea T. Tullo
Shumaker, Loop & Kendrick, LLP
101  East Kennedy Boulevard, Suite 2800
Tampa, FL  33602



























                                       10
<PAGE>