Internet Redistribution Agreement



S&P COMSTOCK INFORMATION DISTRIBUTION


LICENSE AGREEMENT








	AGREEMENT, made as of 10/09/00, by and between S&P ComStock, Inc. a
corporation having offices at 600 Mamaroneck Avenue, Harrison, New York 10528, and
DIT Ventures, ("Distributor"), having an office at 9420 Telstar Ave., Suite 211, El Monte,
CA 91731.





	WHEREAS, S&P ComStock, Inc. gathers, formats and distributes an information
service comprised of certain securities and commodities prices and other data which is
known as the S&P ComStock Service ("ComStock") and 





	WHEREAS, S&P ComStock, Inc. is licensed to distribute information from various
Stock Exchanges, Commodity Exchanges, and other sources (collectively, "Sources") as part
of S&P ComStock; and 





	WHEREAS, the parties desire that certain delayed information from S&P ComStock
("the ComStock Information") as specified in Exhibit A (Part I), attached hereto, be made
available to Distributor for display by Distributor on its Internet World Wide Web site
(collectively, the "Distributor Service"), as described fully in Exhibit B, attached hereto. 





	NOW, THEREFORE, the parties mutually agree as follows:





1.  Distribution License.





	(a)  Distributor is hereby granted for the term of this Agreement a nonexclusive,
nontransferable right and license to distribute electronically the ComStock Information via
the Distributor Service solely for access by Internet users of the Distributor Service (such
users referred to herein as "Subscribers"), provided that the ComStock Information is
supplied to the Subscribers by means (such as data encryption, or packet transmission-digitizing) which prevent unauthorized reception, use or retransmission and further provided
that Distributor has executed in advance any and all necessary documents with the various
Sources, which documents have been accepted and approved by the Sources. Notice of such
Sources' acceptance and approval must be supplied to S&P ComStock, Inc. prior to
Distributor's use or distribution of the ComStock Information.  





	(b) Distributor agrees and understands that it shall directly provide the ComStock
Information to Subscribers, except as specifically set forth in Exhibit B.  Distributor also
agrees and understands that it is not permitted to sublicense, transfer, or assign its rights
hereunder and that it shall not permit the redistribution of the ComStock Information by any
Subscriber or by any other third party without the express prior authorization of S&P
ComStock, Inc. pursuant to a separate agreement or by mutually agreeable amendment
executed and attached hereto.





	(c) Distributor agrees that the ComStock Information shall not be dynamically
updated.





	(d)  Licensee shall be prohibited from: (i) distributing the Information through any
joint or co-branded sites, and (ii) authorizing any third party to link a third party site to the
Information. 





2.  ComStock Equipment.





	(a)  During the term of this Agreement, S&P ComStock, Inc. shall provide
Distributor the equipment listed in Exhibit C, attached hereto ("the ComStock Equipment"),
for installation only at the site(s) specified therein.  Distributor shall not relocate the
ComStock Equipment without the written permission of S&P ComStock, Inc.  





	(b)  S&P ComStock, Inc. shall, at Distributor's expense and request, install, furnish,
and maintain necessary modems and/or communications interface equipment.  





	(c)  Distributor shall not attach, or permit or cause to be attached, any non-ComStock
equipment to the ComStock communications line or the ComStock Equipment without the
prior written permission of S&P ComStock, Inc.  





	(d)  Distributor shall have no right in or to any of the ComStock Equipment except
for the rights of use herein granted. Distributor shall pay all extraordinary costs for repair
or replacement of the ComStock Equipment, over and above ordinary maintenance which
shall be performed by S&P ComStock, Inc.  Such extraordinary maintenance includes
electrical work external to the ComStock Equipment, maintenance of accessories or
attachments, and repair of damage to the ComStock Equipment resulting from accident,
neglect, misuse, failure of electrical power or causes other than ordinary use.  Distributor
shall promptly return the ComStock Equipment in good condition, ordinary wear and tear
excepted, upon termination of this Agreement for any reason.  





3.  ComStock Information.





	(a)  The furnishing to Distributor of the ComStock Information is conditioned upon
strict compliance with the provisions of this Agreement, the applicable policies of the
Sources, and with all local, state and federal regulations which might pertain to the use of
the ComStock Information.  It shall be the sole responsibility of Distributor to confirm with
the applicable Sources whether or not all of the ComStock Information may be distributed
by Distributor to its Subscribers.  S&P ComStock, Inc. may discontinue provision of the
ComStock Information hereunder, without notice, whenever the terms of its agreements with
the Sources require such discontinuance, or if in its reasonable judgment S&P ComStock,
Inc. finds a breach by Distributor of any of the provisions of this Agreement.





	(b)  Neither S&P ComStock, Inc., nor any of its affiliates, nor any Sources make
any express or implied warranties (including,  without limitation, any warranty of
merchantability or fitness for a particular purpose or use).  Neither S&P ComStock,
Inc., any of its affiliates, or any Sources warrant that the ComStock information will
be uninterrupted or error-free.  Distributor expressly agrees that its use and
distribution of the ComStock Information and its use of the ComStock Equipment is at
the sole risk of Distributor and its Subscribers.  S&P ComStock, Inc., its affiliates, and
all Sources involved in creating or providing  the ComStock Information will in no way
be liable to Distributor or any of its Subscribers for any inaccuracies, errors or
omissions, regardless of cause, in the ComStock Information or for any defects or
failures in the ComStock Equipment, or for any damages (whether direct or indirect,
or consequential, punitive or exemplary) resulting therefrom.  The liability of S&P
ComStock, Inc. and its affiliates in any and all categories, whether arising from
contract, warranty, negligence, or otherwise shall, in the aggregate, in no event exceed
one month's ComStock Information Delivery Fee.  





	(c) Distributor agrees that it shall not display the ComStock Information in the
Distributor Service without a prominent notice indicating that the ComStock Information
is being displayed on a minimum fifteen (15) minute delayed basis.





	(d) Distributor also agrees to include S&P Comstock's Terms and Condition of Use,
a copy of which is attached hereto as Exhibit E, within the Distributor Service in a manner
which alerts Subscribers of the applicability thereof.





	(e) Distributor shall clearly and prominently identify S&P ComStock as the source
of the ComStock Information by display of the S&P ComStock logo (the "Logo") in a
manner to be agreed to by the parties.  Distributor shall also create a hypertext or other
computer link from the Logo to the S&P ComStock site on the World Wide Web.





	(f) Distributor represents and warrants that it has and will employ adequate security
procedures to prevent the unauthorized access to the ComStock Information or corruption
of the ComStock Information.





	(g) Distributor agrees to indemnify and hold S&P ComStock, Inc. and its affiliates
harmless from and against any and all losses, damages, liabilities, costs, charges and
expenses, including reasonable attorneys' fees, arising out of:  (i) any liability of S&P
ComStock, Inc. to any Subscriber where Distributor has failed to include the Terms and
Conditions of Use in the Distributor Service pursuant to Section 3(d) above; or (ii) any
breach or alleged breach on the part of Distributor or any Subscribers with respect to its/their
obligations to obtain prior approvals from appropriate Sources and to comply with any
applicable conditions, restrictions or limitations imposed by any Source.





	(h)  S&P ComStock, Inc. represents that it has the rights and licenses necessary to
transmit the ComStock Information to Distributor, and that to the best of S&P ComStock,
Inc.'s knowledge, the license granted to Distributor hereunder does not infringe any
proprietary right or any third party right at common law or any statutory copyright.





	(i)  S&P ComStock, Inc. shall deliver the ComStock Information to Distributor at the
site(s) set forth in Exhibit C or at such other locations as Distributor may designate within
the continental United States or Canada.  





4.  Payments.





	In consideration for the license granted to Distributor by S&P ComStock, Inc. under
this Agreement, Distributor shall make the following payments to S&P ComStock, Inc.:   





	(a)  Distributor shall pay to S&P ComStock, Inc. a one-time, non-refundable
Distribution License Fee of $1,500 due and payable upon execution of this Agreement by
both parties.  Such fee is payable regardless of whether or not distributor actually distributes
the ComStock Information to any Subscriber.





	(b)  Distributor shall pay to S&P ComStock, Inc. a basic ComStock Information
Delivery Fee of $720 per month, including all recurring charges for ComStock network
connection, modem/line interface equipment, and standard equipment maintenance services
as determined by S&P ComStock, Inc.'s standard price list. These charges, plus any
applicable Source fees and state/local taxes, will be billed monthly in advance.  Non-recurring charges such as installation, relocation and removals of ComStock Equipment will
be separately billed in accordance with S&P ComStock, Inc.'s then-current standard rates.






	(c)  Distributor shall pay to S&P ComStock, Inc. a monthly Subscriber Fee, the total
of which will be the higher of (i) $2,500 "the Guaranteed Minimum" or (ii) the amount as
calculated using the Schedule of Fees attached hereto as Exhibit D.  The Subscriber Fees
will be due and payable on the fifteenth (l5th) day of each month and shall be based upon
the number of Subscriber terminals receiving the ComStock Information via the Distributor
Service (unless the Guaranteed Minimum is greater and therefore payable).  Together with
the Subscriber Fee payment, Distributor shall provide to S&P ComStock, Inc. on a monthly
basis a list identifying all Subscribers and their addresses and the number of each
Subscriber's terminals accessing the ComStock Information; S&P ComStock, Inc. shall keep
such list confidential. 





	(d)  Distributor shall be responsible for the payment of any and all applicable fees
billed to S&P ComStock, Inc. or directly to Distributor by Sources, which fees result from
Distributor's use and distribution of the ComStock Information.  Distributor shall also be
responsible for payment of any Subscriber's Source fees which must be paid directly by
Distributor to the Sources. Distributor shall provide to S&P ComStock, Inc. a copy of its
monthly Source fee reports when and as filed with the Sources. 





	(e)  Any amounts payable to S&P ComStock, Inc. by Distributor  hereunder which
are more than thirty (30) days past due shall bear interest at the rate of 1-1/2% per month.





	(f)  S&P ComStock, Inc. may, in its sole discretion and at any time following the
initial term of this Agreement, change the per-Subscriber fee payment schedule and/or the
ComStock Information Delivery Fee as specified herein after having provided written notice
to Distributor at least ninety (90) days in advance of such changes.  





	(g)  S&P ComStock, Inc. may audit Distributor's records for the sole purpose of
verifying the accuracy of Distributor's reported monthly Subscriber Fee payments as set forth
in Paragraph 4(c), above. Distributor will make such records readily available to S&P
ComStock, Inc. for inspection during normal working hours on one week's notice.  S&P
ComStock, Inc. agrees that Distributor's records will be treated as confidential and will not
be used for any purpose other than verifying Distributor's compliance with this Agreement.
Any such audit shall be at S&P ComStock, Inc.'s expense unless it is determined that S&P
ComStock, Inc. has been underpaid by an amount exceeding five percent (5%) of the
revenues actually received by S&P ComStock, Inc. in the period covered by the audit; in
such case, the expense of the audit shall be borne by Distributor. 





	(h)  Once each calendar quarter, Distributor shall furnish S&P ComStock with
information regarding the number of quotes requested by Subscribers for the previous
quarter and such other additional information regarding use of the ComStock Information
as the parties agree.  





5.  Information Enhancements; Changes to Data Specification.                           





	(a) Any additions of new Sources or other enhancements to the ComStock
Information which may be made by S&P ComStock, Inc. during the term of this Agreement,
while unidentified at this time, will be offered to Distributor under terms and conditions to
be negotiated, provided that (i) S&P ComStock, Inc. has the necessary rights to convey such
new information to Distributor for redistribution; and (ii) Distributor and S&P ComStock,
Inc. execute a separate agreement or an amendment to this Agreement.  





	(b) S&P ComStock, Inc. shall have the right, on at least six (6) months prior written
notice, to change the ComStock Data Format Specification, provided that any such change
shall be made effective generally by S&P ComStock, Inc. to its customers.  Distributor shall
be responsible at its own expense for making any modifications to its software necessitated
by such change.  





6.  Term.





	(a) This Agreement shall take effect upon its execution by an authorized
representative of S&P ComStock, Inc. and of Distributor.       





	(b)  The term of this Agreement shall be for an initial term of two (2) years
commencing on the first day of service operation and shall automatically renew at the end
of each term for successive terms, each of the same duration as the initial term, unless it is
terminated effective at the end of any term with written notice by either party given to the
other at least ninety (90) days prior to the end of the then current term.  If S&P ComStock,
Inc. increases charges to Distributor pursuant to Paragraph 4(f), above, Distributor shall have
the option to terminate this Agreement by written notice to S&P ComStock, Inc. within sixty
(60) days of Distributor's receipt of notice of such increases; such termination will become
effective no sooner than thirty (30) days from the last day of the month in which notice of
termination by Distributor is received by S&P ComStock, Inc..  





7.  Marketing.





	Distributor may not use the names "ComStock", "SPC.", or "S&P ComStock, Inc.",
which are proprietary to S&P ComStock, Inc., or refer to the ComStock Information in
marketing or advertising materials without the prior written consent of S&P ComStock, Inc.,
such consent not to be unreasonably withheld.  Upon S&P ComStock, Inc.'s written request,
Distributor shall notify Subscribers by a display in the service itself that S&P ComStock is
the source of the quote information and any sales literature discussing ComStock provided
quotes shall list S&P ComStock as the provider of the service.





8.  Rights to Data Specification; Other Confidential Information.                             





	(a)  Distributor agrees and acknowledges that the Data Specification is a confidential
and proprietary trade secret belonging to ComStock, and nothing in this Agreement conveys
any proprietary rights whatsoever with regard to the Data Specification to Distributor.  The
Data Specification is provided to the Distributor strictly and solely for the purpose of
developing internal computer software to receive the ComStock Information. Distributor
may not use the Data Specification for any other purpose whatsoever, including, but not
limited to, the development of systems for the receipt or transmission of computer data.
Distributor may not give, transmit, or provide access to the ComStock Data Specification
to any Subscriber or other third party. On any termination of this Agreement, regardless of
cause, Distributor shall promptly return the Data Specification to S&P ComStock, Inc. and
shall provide a written certification by an officer that no copies have been retained by
Distributor.    





	(b)  In addition to the duties imposed on Distributor pursuant to Paragraph 8(a),
above, S&P ComStock, Inc. and Distributor agree to hold confidential any and all of each
other's trade secrets, procedures, formulae, financial data, Subscriber lists, and future plans,
which may be learned before and during the term of this Agreement.  Notwithstanding the
foregoing, however, such duty of confidentiality shall not extend to information which is or
comes into the public domain, is rightfully obtained from third parties not under a duty of
confidentiality, or which is independently developed without reference to the other party's
confidential information.  





            (c)  The duties of confidentiality imposed herein shall survive any termination of this
Agreement.  





9.  Prevention of Performance.





	Neither party shall be liable for any failure in performance of this Agreement if such
failure is caused by acts of God, war, governmental decree, power failure, judgment or order,
strike, or other circumstances, whether or not similar to the foregoing, beyond the reasonable
control of the party so affected. Neither party shall have any liability for any default resulting
from force majeure, which shall be deemed to include any circumstances beyond its control.
Such circumstances shall include, but are not limited to acts of the government, fires, flood,
strikes, power failures or communications line or network failures.  





10.  Right of Termination in the Event of Breach or Bankruptcy; Right to Injunctive Relief. 





	(a)  Either party shall have the right to terminate this Agreement for material breach
by the other party by giving thirty (30) days prior written notice, such termination to take
effect unless the breach is cured or corrected within such notice period.





	(b)  If a receiver is appointed for either party's business or if either party petitions
under the Bankruptcy Act and is adjudicated a bankrupt, declared an insolvent, or makes an
assignment for the benefit of creditors, then the other party shall, upon thirty (30) days prior
written notice, have the right to terminate this Agreement.





	(c)  Upon termination of this Agreement for any reason, Distributor shall cease all
use and distribution of any of the ComStock Information.  





             (d)  In addition to and notwithstanding the above, if Distributor, or any of its
employees, agents or representatives, shall attempt to use or dispose of the ComStock
Information or the Data Specification in a manner contrary to the terms of this Agreement,
S&P ComStock, Inc. shall have the  right, in addition to such other remedies as may be
available to it, to injunctive relief enjoining such acts or attempt, it being acknowledged that
legal remedies are inadequate.   





	(e) S&P ComStock, Inc. shall have the right to terminate this Agreement upon
written notice to Distributor in the event of a sale or transfer of all or substantially all of the
assets of Distributor or a sale or transfer of a controlling equity interest in Distributor.





11.  Assignment.





Distributor shall be prohibited from assigning or transferring this Agreement or any rights
hereunder and any proposed assignment or transfer shall be null and void and shall be
considered a material breach of this Agreement.








12.  Entire Agreement.





	This Agreement and its Exhibits embodies the entire agreement between the parties
hereto.  There are no promises, representations, conditions or terms other than those herein
contained.  No modification, change or alteration of this Agreement shall be effective unless
in writing and signed by the parties hereto.  





13.  Non-Waiver.





         The failure of either party to exercise any of its rights under this Agreement for a
breach thereof shall not be deemed to be a waiver of such rights nor shall the same be
deemed to be a waiver of any subsequent breach.  





14.  Notices.





	All notices under this Agreement shall be given in writing to the parties as follows:






         To:	S&P ComStock, Inc.


              	600 Mamaroneck Avenue


              	Harrison, New York 10528





             	Attn.:  Mr. Charles J. Racioppo





         To: 	DIT Ventures, Inc.


		9420 Telstar Ave, Suite 211


		El Monte, CA 91731





		Attn: Kenneth Yeh


   





                                               


15.  Governing Law.





         This Agreement shall be governed by the laws of the State of New York and the parties
agree to select New York jurisdiction for any claims or disputes which may arise hereunder.









    IN WITNESS WHEREOF, Distributor and S&P ComStock, Inc. have caused this
Agreement to be executed by their duly authorized respective officers, as of the day and year
above written.  





S&P COMSTOCK, INC.





By:	 Charles J. Racioppo                                           





Title:	 National Sales Manager                                           


     


Date:	10/10/00





DISTRIBUTOR





By:	Kenneth Yeh                                            





Title: President





Date: 10/09/2000        


                                  


                                 











E X H I B I T S








A.  COMSTOCK INFORMATION DEFINITION; AUTHORIZED COUNTRIES





B.  DESCRIPTION OF DISTRIBUTOR SERVICE





C.  LISTING OF COMSTOCK EQUIPMENT; DISTRIBUTOR DELIVERY SITES





D.  SCHEDULES OF SUBSCRIBER FEES





E.  TERMS AND CONDITIONS OF USE

















EXHIBIT A








PART I: Delayed Data Only Information Definition





STOCKS:





    NYSE


    NYSE Corporate Bonds


    AMEX, Boston, Philadelphia, Cincinnati, Midwest, Pacific


      Stock Exchanges and Instinet, NASD


    NASDAQ Over-the-Counter


    NASDAQ National Market System


    U.S. Mutual Funds


    


STOCK/CURRENCY OPTIONS:





    AMEX, OPRA:  Chicago Board of Options Exchange


    NYSE, Pacific, Philadelphia Stock Exchange








PART II:             AUTHORIZED GEOGRAPHICAL AREA





Distribution of the ComStock Information may only be made by Distributor to Subscribers
located on the World Wide Web.  S&P ComStock understands that Subscribers may be
located outside of the United States.  Even though Subscribers may access the service
outside of the United States, Distributor agrees not to directly market to Subscribers outside
of the United States. 











EXHIBIT B


DESCRIPTION OF DISTRIBUTOR SERVICE








                                 


DIT Ventures, Inc. plans to distribute the S&P Comstock data through its Quote888.com
web site (located at www.quote888.com).  The S&P Comstock quotes will be provided in
snapshot format and provide information such as last trade, time of trade, bid price, ask
price, 52 week range, day high, day low, and so forth.  The quotes, if delayed, may be
provided for free to web site visitors.  Real-time S&P Comstock quotes will be subject to
registration which includes conformance to the Exchange (NYSE, Nasdaq, etc) agreements.
Quote888.com may in the future offer S& P Comstock quotes on co-branded websites with
other North American companies.  These companies may have international presence and
will provide S&P Comstock data similar to those displayed on Quote888.com and be subject
to the co-branded site fees in exhibit D of this agreement.





EXHIBIT C





DESCRIPTION OF COMSTOCK EQUIPMENT





     Licensee will use the ComStock Digital Data feed from equipment to be provided at the
Licensee's site.  The feed will be distributed through a port of the ComStock Client Site
Processor (CSP) into the head end service of the Licensee.  The ComStock C.S.P. is fed with
384,000 baud data run via satellite equipment.





     Licensee location is registered at:   





DIT Ventures, Inc.

9420 Telstar Ave, Suite 211

El Monte, CA 91731




















EXHIBIT D


SCHEDULE OF FEES





MONTHLY FEES 





A.    Basic Site Information Delivery Fee	$720 


	Communications Fee: 	Satellite (384kb) 	$400


			


B.	Service Fee: For the Distribution of Snapshot Delayed and Real-time Data on 


Subscribers (www.Quote888.com) URL from the exchanges that allow a vendor to
distribute information from the North American equity, option and futures
Exchanges. 





Month 1-3	The greater of  $2,500 "the guaranteed minimum" or $.003 per quote.


Month 4+ 	The greater of  $5,000 "the guaranteed minimum" or $.003 per quote.





	Service Fee: For the Distribution of Co-Branded Delayed and Real-Time Data
from the exchanges that allow a vendor to distribute information from the North
American equity, option and futures Exchanges. 





	Co-Branded Delayed Data Only


Co-branded Sites Schedule:	


		Per Site	$1,500  plus $.003 per quote


	


Guaranteed Minimum for Co-Branded Data (to commence with first Co-Brand site)


	Month 1	$1,500


	Month 3	$3,000


	Month 5+	$5,000





C. 	Optional Services	 


	


Basic Fundamental, includes the following fields:	included


P/E Ratio


52 week high/low


Latest dividend amount


Common Shares Outstanding


Average Daily Volume


Last Twelve Months EPS


			


ONE-TIME FEES:  





Install Satellite	$775 


	Shipping:		$140


	Redistribution License Fee	$1500


	Equipment Deposit (fully refundable):	$2000





Total payment due for Initiation of Service $8035





EXHIBIT E





TERMS AND CONDITIONS OF USE OF COMSTOCK INFORMATION








	All information provided by S&P ComStock, Inc. ("ComStock") and its affiliates
(the "ComStock Information") on Quote 888.com World Wide Web site is owned by or
licensed to ComStock and its affiliates and any user is permitted to store, manipulate,
analyze, reformat, print and display the ComStock Information only for such user's personal
use.  In no event shall any user publish, retransmit, redistribute or otherwise reproduce any
ComStock Information in any format to anyone, and no user shall use any ComStock
Information in or in connection with any business or commercial enterprise, including,
without limitation, any securities, investment, accounting, banking, legal or media business
or enterprise.





	Prior to the execution of a security trade based upon the ComStock Information, you
are advised to consult with your broker or other financial representative to verify pricing
information.





	Neither ComStock nor its affiliates make any express or implied warranties
(including, without limitation, any warranty or merchantability or fitness for a particular
purpose or use) regarding the ComStock Information.  The ComStock Information is
provided to the users "as is."  Neither ComStock nor its affiliates will be liable to any user
or anyone else for any interruption, inaccuracy, error or omission, regardless of cause, in the
ComStock Information or for any damages (whether direct or indirect, consequential,
punitive or exemplary) resulting therefrom.