May 18, 2001

To:      Bob Genesi, CEO, World Internetworks, Inc.
From:    Peter Groel, President, Mountain Engineering II, Inc.

                       Starlite licensing option agreement

1.       Option and License

              a. License Option Right. Upon delivery of the funding described in
         Section 4 below, MEII will grant GTData  Corporation  and/or its parent
         corporation  World  Internetworks,   Inc.  (collectively  "GTData")  an
         exclusive, non-restrictive,  perpetual, sublicensable worldwide license
         to  manufacture,  brand and sell the Starlite  tape drive,  an IBM 3590
         compatible tape drive;  this license extends to a 3590E compatible tape
         drive,  and  further  includes  all tape  drives  that use the IBM 3590
         cartridge  as  specified  in  ANSI  NCITS  315-xxx  (collectively,  the
         "Starlite"). The license will include a license to use any intellectual
         property or patents of MEII or third  parties  that are utilized in the
         Starlite  drives.  MEII  will  authorize  GTData to  purchase  the MEII
         proprietary ASICs (3) used in Starlite from the supplier.

         Upon the delivery of the initial funding  described in section 4 below,
         the parties will enter into a definitive licensing agreement containing
         mutually acceptable terms and conditions which are consistent with this
         agreement.

              b. License Option Grant.  GTData's  option to acquire the Starlite
         license from MEII in Section 1.a. above is granted in  consideration of
         a  warrant  to  acquire   300,000  shares  of  Common  Stock  of  World
         Internetworks,  Inc. (the  "Warrrant").  GTData's  right to acquire the
         Starlite  license  referenced in 1.a above will continue  until October
         31,  2001.  In order to  exercise  this  option,  GTData is required to
         deliver the funding describe in section 4 below.

2.       Transition to Manufacturing

         MEII  will  complete  the  development  and  assist  GTData  -  or  any
         organization  authorized by GTData - with the transition of the product
         to  manufacturing.  Attached is a 7 month  development  schedule.  MEII
         expects that at least one manufacturer's  representative will work with
         MEII at the location of MEII  starting no later than 2 months after the
         start of the project.

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3.       Engineering and pre-production cost

         GTData's  $600,000  development  payment as  described  in 4 below is a
         non-recoverable  expense  (NRE).  This includes the cost to procure the
         components  and build 15 prototypes  to be used for testing,  shows and
         demonstrations,  etc. Not  included  are the costs to build  additional
         units and  manufacturing  costs,  such as  tooling  charges  and agency
         approval  ("Tooling  Costs").  Any additional but required  development
         costs for the initial  3590  Starlite  beyond the  initial  $600,00 and
         Tooling Costs will act as a credit against future  royalties in section
         6 below.

4.       Funding

              In order to secure the license  for all  Starlite  drives,  GTData
              will fund MEII for the initial 3590 development and  manufacturing
              effort in accordance with the following:

              a. An initial  payment of $300,000 is due on or before October 31,
              2001.  MEII will start the  development  under this agreement once
              this payment is received.

              b. GTDATA will make two  additional  payments of $150,000  each no
              later  than 60 and 120  days  after  the  delivery  of the  actual
              payment set forth in 4.a. above.

              c. In the event that GTData  makes the initial  payment in section
              4.a. above but does not subsequently  make the payments  described
              in 4.b.,  GTData's license to the Starlite drives will continue on
              a  non-exclusive  basis.  Both  parties  acknowledge  that in such
              event, further funding will be necessary to complete  development.
              The parties may  terminate  this  agreement  at any time by mutual
              written consent.

              Additional  development  costs for the IBM 3590E  compatible drive
              are  estimated  to  approximate  $300,000.  MEII will develop this
              drive at  GTData's  election  and  upon  delivery  of  development
              funding for same.  The 3590E  funding  will occur as an NRE.  Both
              companies  will  negotiate  in good faith  about the  funding  and
              development  of an IBM  3590E  compatible  tape  drive,  once more
              information about this development is known.

5.       Start of the agreement:

         This  agreement  shall be effective on the date that this  agreement is
         executed and the Warrant is delivered.

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6.       Royalty

         GTData will pay a royalty to MEII for all sales of the Starlite  drives
         which are sold by GTData or its agents according to the following.

         Units sold                 Royalty

         1-999                      $950/each
         1000-1999                  $750/each
         2000-9999                  $500/each
         10000 and above            $250/each

7.       Ownership; Non-solicitation

         a. Ownership.  Both parties acknowledge that MEII owns all intellectual
         property necessary to develop, deliver and sell the Starlite under this
         Agreement and the contemplated license, except for certain intellectual
         property  relating  to the 3590  technology  owned  by IBM.  MEII has a
         licensing  agreement  with IBM in place  for the IBM 3590  intellectual
         property,   although  IBM  may  require  an   additional   license  for
         manufacturing,  if the  manufacturer  is not  MEII.  The  cost  of this
         license is  additional  to the NRE payment in section 4. The  licensing
         agreement between IBM and MEII is covered by a NDA.


         b. Non-solicitation.  From  the  date  of  this   Agreement  and  until
         terminated,  MEII will not  solicit  or engage in any  negotiation,  or
         enter into any relationship that could impair MEII's ability to perform
         this agreement and grant GTDATA an exclusive license to the Starlite.

         c. Authorization;  Noncontravention.   MEII  represents and warrants to
         GTData that MEII has full power and authority to execute,  deliver, and
         perform this Agreement,  and in executing and performing this Agreement
         MEII will not violate the terms of any other  agreement  with any third
         party. MEII further  represents and warrants that subject to 7.a above,
         it owns all right, title and interest in and to the Starlite.

8.       Sale of Starlite

         With this license  GTData may sell Starlite  without any  restrictions.
         GTData  agrees to sell  Starlite  to  MPTapes  at  conditions  not less
         favorable  than GTData grants  others,  independent  of the  quantities
         purchased by MPTapes.

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              This Agreement may be signed in counterparts,  each of which shall
              be  deemed  an  original  and all of which  shall  constitute  one
              instrument.

World Internetworks, Inc.                   Mountain Engineering II, Inc.

By: /s/ Robert Genesi                       By: /s/ Peter Groel
---------------------                       -------------------
        Robert Genesi                               Peter Groel
Its:    CEO                                 Its:    President




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