LINEO, INC.
                                LICENSE AGREEMENT

This  License  Agreement  ("Agreement")  between  Lineo,  Inc.  ("Lineo")  and
LinuxWizardry  Systems,  Inc.  and  its  subsidiary  LinuxWizardry,  Inc.
(collectively,  "LinuxWizardry"), entered as of the Effective Date identified in
Schedule  A, governs LinuxWizardry's licensed rights, if granted herein, to use,
reproduce,  market,  distribute,  and  sell  software  and  related products and
documentation  proprietary  to  Lineo,  and  consists  of  the  following:

          This  Signature  Page

          Schedule A - Scope,  General  Terms  and  License  Fees

          Schedule B - License Agreement, Standard Terms and Conditions

               Appendix  I  to

          Schedule B - Sample  End  User  License

          Schedule C - Scope  of  Service

               Appendix  Ito  Schedule  C - "2500-Series Router" Specifications,
               Licensed  Products  Deliverables  and  Price  List

          Schedule D - Licensed  Marks

  1.   Lineo  Address  and  Contact:        Lineo,  Inc.
                                            Attn:  Peter  Cronk
                                            1590  Oakland  Road,  Suite  B  100
                                            San  Jose,  CA  95131
                                            Voice:   408-441-6492
                                            Fax:     408-441-6493

  2.   LinuxWizardry Address and Contact:   LinuxWizardry Systems, Inc., and its
                                            wholly-owned subsidiary,
                                            LinuxWizardry, Inc.
                                            Attn:  John  G.  Robertson
                                            4185,  10751  Shellbridge  Way
                                            Richmond,  BC  V6X  2W8
                                            Voice:   604-278-5996
                                            Fax:     604-278-3409

By  signing  below,  the  parties acknowledge their agreement with the terms and
conditions  of  this Agreement, and each signatory represents and certifies that
he  or  she  is  authorized to sign on behalf of his or her respective party and
bind  it  to  all  of  the  terms  and  conditions  of  this  Agreement:

LINEO,  INC.                             LINUXWIZARDRY  SYSTEMS,  INC.  and
                                         LINUXWIZARDRY,  INC.

By:  /s/  Brad  Walters                  By:  /s/  John  Robertson
   ----------------------------------        -----------------------------------

Printed  Name:  Brad  Walters            Printed  Name:  John  Robertson
              -----------------------                   ------------------------

Title: Sr. VP                            Title:  President
       ------------------------------          ---------------------------------

Date:  7/12/00                           Date:  6/29/2000
       ------------------------------          ---------------------------------


                                       61
<PAGE>
                                  LINEO, INC.
                                LICENSE AGREEMENT


                                   SCHEDULE A
                      SCOPE, GENERAL TERMS AND LICENSE FEES


License  Agreement                                               Page 1 of 18
                                       62
<PAGE>
1.   EFFECTIVE  DATE:  June  30,  2000.
                             --

2.   LICENSED  PRODUCTS:

     Products  identified  in  any  Authorized  Appendix  to  Schedule  C.

3.   TERRITORY:

     Worldwide.

4.   LICENSE  TERM:

     The  initial  term  of  this  Agreement  expires  on  June  30,  2005.
                                                                 --

5.   FEES  AND  PAYMENT:

     LinuxWizardry  shall  pay  all  the  following  fees  to  Lineo:

     Non-Recurring  Engineering  Fee:  $35,000,  payable as follows: (1) $17,500
     -------------------------------
     upon  the  Effective Date; and (2) $17,500 upon delivery of the last of the
     100  Prototype  Routers  to  LinuxWizardry.

     Prototype  Router  Costs:  $35,000  for  100  Prototype Routers, payable as
     ------------------------
     follows: (1) $17,500 upon the Effective Date; and (2) $17,500 upon delivery
     of  the  last  of  the  100  Prototype  Routers  to  LinuxWizardry.

     Production  Router  Costs:  According to the terms and volumes set forth in
     -------------------------
     Schedule  C  of  this  Agreement  and  any  Authorized  Appendix  thereto.

     License  Fees: For all rights granted to LinuxWizardry hereunder, including
     -------------
     the  licensed  right  to  use,  promote  and  sell the Licensed Products, a
     portion  of  the  per  unit  Production Router Costs shall be identified by
     Lineo  as the License Fee for each copy of the Licensed Products ordered or
     acquired  by  LinuxWizardry  from  Lineo.  Where  LinuxWizardry  orders  or
     acquires  the Routers from any source other than Lineo, LinuxWizardry shall
     pay to Lineo a License Fee for each such Router according to volumes as set
     forth  in  Schedule  C  of  this  Agreement  and  any Authorized Appendices
     thereto.


License  Agreement                                               Page 2 of 18
                                       63
<PAGE>
                                  LINEO, INC.
                                LICENSE AGREEMENT

                                   SCHEDULE B
                          STANDARD TERMS AND CONDITIONS


The  following  standard  terms  and  conditions  apply:

1.   DEFINITIONS.  For  purposes  of  this  Agreement, the following definitions
     apply  to the  respective  terms:

     a.     AGREEMENT  means  this  Agreement, consisting of the Signature Page,
            ---------
     Schedules  A through D, Appendix I to Schedule B, Appendix I to Schedule C,
     and  any  additional  documents  attached  and  initialed  by  the parties.

     b.     AUTHORIZED  APPENDIX  means:  (i)  Appendix I to  Schedule B of this
            --------------------
     Agreement,  which is attached hereto; (ii) Appendix I to Schedule C of this
     Agreement,  which  is  attached  hereto;  and  (iii)  any appendix prepared
     subsequent  to  the  Effective Date of this Agreement which has been signed
     and  dated  by  the  parties.

     c.     BUNDLED  PRODUCT  refers  to  the  specific  hardware  and  software
            ----------------
     manufactured or produced by, or at the direction of, Lineo or LinuxWizardry
     with  which any Licensed Product is to be bundled or integrated to create a
     single  product  offering.

     d.     The  terms  BUY,  PURCHASE. SALE, SELL and other similar terms, when
                        ----  --------  ----  ----
     used  in  connection  with  the distribution of the Licensed Products shall
     mean  the  granting  of a license or sublicense and shall not be deemed for
     any purpose to mean a transfer of title or other rights of ownership in the
     Licensed  Products,  other  than  the  rights  specifically set out in this
     Agreement  or  in  applicable  End  User  License  Agreements.

     e.     CONFIDENTIAL INFORMATION means all business, marketing and technical
            ------------------------
     information  of  each  party  considered  by  each  to  be trade secrets or
     otherwise valuable proprietary information, designated or marked as such by
     either. Confidential Information shall not include information that: (i) is
     now  or  later becomes generally known to the computer industry (other than
     as a result of a breach of this Agreement); (ii) is independently developed
     by  the receiving party; or (iii) the receiving party lawfully obtains from
     any  third  party  without  restrictions on  use  or  disclosure.

     f.     DERIVATIVE  WORKS  means  a  revision,  modification,  translation,
            -----------------
     abridgment,  condensation  or  expansion  of  a  Licensed  Product  or
     Documentation  or any form in which a Licensed Product or Documentation may
     be  recast, transferred, or adapted, which, if prepared without the consent
     of  Lineo,  would  be  a  copyright  infringement.

     g.     DOCUMENTATION  means  those software user manuals, reference manuals
            -------------
     and  installation  guides,  or  portions  thereof  (if  any),  which  are
     distributed  in  conjunction  with  the  Licensed  Products  identified  in
     Schedule  C.

     h.     DOLLAR or $  shall  mean  United  States  Dollars.
            ------

     i.     END  USER  means  an  entity  that acquires the Licensed Product for
            ---------
     Internal  Use.

     j.     INTERNAL  USE  means  use  for purposes that do not directly produce
            -------------
     revenue  for  the  user.

     k.     LICENSED  PRODUCTS  means the Router design and source code versions
            ------------------
     within  the products identified in any Authorized Appendix to Schedule C of
     this Agreement. Lineo reserves the right at any time to make changes to any
     Licensed  Product,  including  without limitation changes required: (i) for
     security;  or  (ii)  to  facilitate  performance  in  accordance  with
     specifications.  For  the  purposes  of  this Agreement, the term "Licensed
     Products"  does  not include product properly developed by LinuxWizardry or
     others  independent  of  Lineo.

     l.     MANUFACTURER  shall  mean  a manufacturer as designated by Lineo for
            ------------
     the  purpose  of  building  the  Routers  provided  that  LinuxWizardry has
     received  a  document from such manufacturer obligating the manufacturer to
     duties of confidentiality and nondisclosure in a form reasonably acceptable
     to  LinuxWizardry.

     m.     MANUFACTURING  COSTS  shall  mean  the  direct  costs  of  Lineo  to
            --------------------
     manufacture  the  Routers  plus  an  additional  five  percent.

     n.     LINEO  MARKS  means  Lineo's trademarks, trade names, service marks,
            ------------
     logos,  designations  and  insignias,  as  well  as  any  third-party marks
     licensed  to  Lineo  with  rights  of  sublicense.

     o.     NON-RECURRING ENGINEERING refers to the process of Lineo's creation,
            -------------------------
     customization  and  testing to develop Prototype Routers for LinuxWizardry.

     p.     PRODUCTION  ROUTERS  refers  to  those  Routers  produced  for
            -------------------
     LinuxWizardry after LinuxWizardry has successfully completed the Testing of
     the  Prototype  Routers.

     q.     PROTOTYPE  ROUTERS  refers  to  the  first  100 Routers produced for
            ------------------
     LinuxWizardry  pursuant  to  this  Agreement.


License  Agreement                                               Page  3  of  18
                                       64
<PAGE>
     r.     REQUESTED  MODIFICATIONS refers to those reasonable modifications to
            ------------------------
     the Prototype Router design as may be requested by LinuxWizardry within the
     Testing  Period.

     s.     ROUTERS  means  those routers designed by Lineo under this Agreement
            -------
     which  have  been customized for LinuxWizardry using the Virata Helium chip
     set  and pursuant to the specifications set forth in Appendix I to Schedule
     C.

     t.     SERIES  OF  ROUTERS  means  all those Routers sharing the same NETel
            -------------------
     family  of  classification. By way of illustration, both the NETel 2500 and
     the  NETel  2520  are  included  in  the  "2500-Series"  designation.

     u.     TESTING  PERIOD  means  a  period of two months from the date of the
            ---------------
     delivery  to  LinuxWizardry  of  the  last  of  the  Prototype  Routers.

2.     CONTRACT  RESPONSIBILITIES:  Subject  to the terms and conditions of this
Agreement,  the  parties  have  the  following  respective  contractual
responsibilities:

     a.    LINEO'S  RESPONSIBILITIES:  Lineo  shall:

          1)  Design,  create,  build  and  deliver  100  Prototype  Routers  to
          LinuxWizardry  within  60  days  of  the  Effective  Date;

          2)  Revise  such  design  pursuant  to  Linux  Wizardry's  reasonable
          Requested  Modifications within a reasonable amount of time after such
          Requested  Modifications  were  provided  to  Lineo;

          3)  Ensure  that the Routers are tested at the factory for the purpose
          of  verifying  that  the Routers: (i) meet the functional requirements
          set  forth in Appendix I to Schedule C hereof, and (ii) are able to be
          certified  according  to  FCC  requirements;

          4)  Ensure  that  it  shall  meet  LinuxWizardry's  minimum  order
          requirements  of  1,000  Production  Routers  per  month;

          5)  Grant  LinuxWizardry  the  rights  and  licenses  to  the Licensed
          Products  as  set  forth  herein;

          6) Warrant the Licensed Products as set forth in Section 7 hereof, and

          7)   Indemnify  LinuxWizardry  as  set  forth  in Section 8(a) hereof.

    b.     LINUXWIZARDRY'S  RESPONSIBILITIES:  LinuxWizardry  shall:

          1)  Make  all payments to Lineo as set forth in Schedule A, Schedule C
          and  Section  4  hereof,

          2)  Test  the Prototype Routers and provide Lineo with written details
          of  LinuxWizardry's  findings  and  Requested  Modifications:

          3)  Market,  sell and distribute units of the Licensed Products within
          the  Territory  identified  in  Schedule  A;

          4)  Protect Lineo's proprietary rights in the Licensed Products as set
          forth  in  Section  5  hereof,

          5)  Provide,  or  cause  to  be  provided  by  its  sublicensees.  an
          appropriate  End  User License Agreement to End Users, as set forth in
          Sections  5(b)  and  7(a)  hereof,

          6)  Indemnify  Lineo  as  set  forth  in  Section  8(b)  hereof,  and

          7)  Perform all other obligations required of LinuxWizardry under this
          Agreement.

3.     GRANT  OF LICENSES. Subject to the terms and conditions of this Agreement
and  for  the  term  hereof,  Lineo hereby grants to LinuxWizardry the following
rights  and  licenses:

     a.  LICENSED  PRODUCTS  AND  DOCUMENTATION.  Lineo  hereby  grants  to
     LinuxWizardry  a nonexclusive and nontransferable right and license to: (i)
     use  the Licensed Products for Internal Use only; and (ii) market, sell and
     distribute  copies  of  the  Licensed  Products,  with  copies  of  the
     Documentation,  to sublicensees within the Territory identified in Schedule
     A.  Unless  otherwise  specifically provided in Schedule A, LinuxWizardry's
     rights  of  distribution  and sale are limited to the Licensed Products and
     Documentation.

     b. TRADEMARKS. LinuxWizardry's trademark shall be the dominant trademark on
     the  Routers.  Lineo  hereby  grants  to  LinuxWizardry  the  nonexclusive,
     nontransferable right and license to use and display Lineo Marks identified
     in  Schedule  D solely in connection with and only to the extent reasonably
     necessary  for  the  marketing,  distribution  and  support of the Licensed
     Products  during the term of this Agreement, provided that any such use and
     display  shall  comply  with Lineo's then current trademark usage policies.
     Upon  expiration  or termination of this Agreement, LinuxWizardry agrees to
     cease  all  display, advertising and use of any and all Lineo Marks. In the
     case  of  bundled  products,  LinuxWizardry  agrees  not to alter, erase or
     overprint  any  notice  provided  by Lineo and not to attach any additional
     trademarks  without  the  prior written consent of Lineo or affix any Lineo
     Marks  to  any  non-Lineo or non-Lineo product, respectively. LinuxWizardry
     recognizes  Lineo's  rights  to  Lineo


License  Agreement                                               Page  4  of  18
                                       65
<PAGE>
     Marks  and  the goodwill attaching to Lineo Marks. LinuxWizardry agrees not
     to  use,  employ  or attempt to register any trademarks or trade names that
     are  confusingly  similar  to  Lineo  Marks.

     c.  THIRD  PARTY  LICENSE.  If  all  or  any  part of the Licensed Products
     delivered  to  LinuxWizardry  has  been  licensed to Lineo by a third party
     software supplier, then, notwithstanding anything to the contrary contained
     in this Agreement, LinuxWizardry is granted a sublicense to the third party
     software subject to the same terms and conditions as those contained in the
     agreement  between  Lineo  and  such  third  party software supplier. Lineo
     reserves  the  right to substitute any third party software in the Licensed
     Products.

     d.  GENERAL PUBLIC LICENSE. Certain components of certain Licensed Products
     are  components  licensed under the GNU General Public License (version 2).
     which  Lineo  supports.  LinuxWizardry may obtain a copy of the GNU General
     Public  License  at  www.gnudocs.com/GNU/COPYING. Lineo will provide source
                          ---------------------------
     code  for  any  of the components of those Licensed Products licensed under
     the  GNU  General Public License. To obtain such source code, send email to
     embedix-support@lineo.com.
     --------------------------

     e.  SUBLICENSE  AGREEMENTS. LinuxWizardry may grant sublicensees within the
     Territory  identified  in  Schedule  A  the  sublicensed rights to: (i) use
     Licensed  Products  for Internal Use only; (ii) market, sell and distribute
     copies  of  the  Licensed  Products  bundled  with or integrated in Bundled
     Products  to  End  Users,  provided  that  such  activities are governed by
     written  sublicenses  consistent  with  the terms of this Agreement, and no
     less  restrictive  than  the  licenses  granted  herein;  and  (iii)  grant
     third-party  manufacturers  the  right to manufacture any Series of Routers
     using  the Licensed Products for LinuxWizardry, provided that LinuxWizardry
     has first purchased at least 75,000 of such Series of Routers directly from
     Lineo.  LinuxWizardry  assumes  responsibility  for the actions of, and its
     agreements  with,  its  sublicensees  and  for  the  compliance  of  such
     sublicensees  with the terms and restrictions of this Agreement relating to
     the  Licensed  Products,  including,  but  not  limited to, those terms and
     restrictions  set forth in Sections 3, 5, 6 and 7 hereof, and the provision
     of  applicable  End  User  License  Agreements  to  End  Users set forth in
     Sections 5(b) and 7(a) hereof. To that end, LinuxWizardry shall take prompt
     and  commercially  reasonable action at its expense to remedy any breach by
     its  sublicensees  of  duties  imposed  by this Agreement and to obtain all
     other  appropriate  relief and shall, in addition, immediately notify Lineo
     in  writing  of  the  breach  and corrective action taken. The execution of
     these  duties  by  LinuxWizardry  shall not preclude Lineo from also taking
     corrective  action,  for which purposes it will be deemed to be an intended
     third-party  beneficiary  of  all  of  LinuxWizardry's  agreements  with
     sublicensees dealing with Licensed Products. LinuxWizardry's obligations to
     enforce  any relevant sublicense and to protect the interest of Lineo shall
     survive  expiration  or  termination  of  this  Agreement.

     f.  PRODUCT  TAMPERING.  Without  the prior written consent of Lineo, which
     consent  shall not be unreasonably withheld, and unless and to the specific
     extent  that  source  code  rights  are specifically granted in Schedule A,
     LinuxWizardry  shall  have  no rights directly or indirectly to de-compile,
     reverse  engineer,  reverse  compile, modify or perform any similar type of
     operation  on  the Licensed Products, or any portion thereof, or to prepare
     any  other  form  of  Derivative  Works.  LinuxWizardry  hereby irrevocably
     assigns  to  Lineo  all right, title, and interest in and to all Derivative
     Works,  whether  or  not  authorized  by  Lineo.

     g.  LIMITATIONS.  Notwithstanding any of the foregoing, distribution of the
     Licensed  Products in any country where the proprietary rights of Lineo and
     its  third-party licensors in the Licensed Products would not be recognized
     or  would  not  be protected under the laws of such country is prohibited.

     h.  RESERVATION  OF RIGHTS. Lineo reserves all rights not expressly granted
     under  this Agreement, including, but not limited to, the rights to market,
     sell  and  distribute  the  Licensed Products to sublicensees and End Users
     directly  or  indirectly  through  its  distribution  channels.

4.   PRICING  AND  PAYMENT

     a.  PRICING  AND LICENSE FEES. LinuxWizardry shall pay to Lineo the License
     Fees set out in Schedule A as required therein. Prices are exclusive of all
     applicable taxes. LinuxWizardry agrees to pay all taxes associated with the
     marketing,  sublicensing,  distribution  and  transfer  of  all  Licensed
     Products,  including but not limited to sales, use, excise, added value and
     similar  taxes  and  all  customs,  duties or governmental impositions, but
     excluding  taxes  on  Lineo's  net  income.  Any  tax  or duty Lineo may be
     required  to  collect  or  pay  upon  the marketing or transfer of Licensed
     Products  shall  be  paid  by LinuxWizardry, and such sums shall be due and
     payable  to  Lineo  upon delivery. If LinuxWizardry claims a tax exemption.
     LinuxWizardry  must  provide  Lineo  with valid tax exemption certificates.

     b.  PAYMENT  AND  REPORTING.  License  fees  will  accrue in the applicable
     corresponding  quantity  upon  distribution by LinuxWizardry of a copy of a
     Licensed  Product  in any  form to a sublicensee or End User. LinuxWizardry
     shall  pay  Lineo License Fees accrued during each calendar month, together
     with any other fees accruing over the same period, within 30 days following
     the  date  of  invoice  for  such  month. Payment shall be accompanied by a
     written report detailing the quantity, type, customer name, and destination
     of  all  Licensed  Products shipped by LinuxWizardry in the prior month and
     showing calculation of all fees payable thereon. All payments shall be made
     in  U.S.  dollars: (i) at Lineo's address as indicated in this Agreement or
     at  such  other  address  as Lineo may from time to time indicate by proper
     notice  hereunder; or (ii) by wire transfer to a bank and account number to
     be  designated  by  Lineo.

     c.  INTEREST  shall  accrue  on any unpaid payment or payment balance at an
     annual  rate  of  12%  per annum, or. if lower, at the highest lawful rate,
     calculated  from  the date the payment is due to the date it is received by
     Lineo.  Arrearage  in  excess  of $5,000 not paid within 10 days of written
     demand  following  the  date  payment  is  due shall be grounds for Lineo's
     termination  of  this  Agreement  at  Lineo's  option.


License  Agreement                                               Page  5  of  18
                                       66
<PAGE>
     d.  RECORDS  EXAMINATIONS.  LinuxWizardry  agrees to allow Lineo to examine
     LinuxWizardry's  records  related  to the matters of this Agreement to test
     LinuxWizardry's  compliance  with  this  Agreement. Any examination will be
     conducted  only  by  an  authorized representative of Lineo, and will occur
     during  regular  business  hours  at  LinuxWizardry's  offices and will not
     interfere  unreasonably  with  LinuxWizardry's  business  activities.
     Examinations will be made no more frequently than quarterly, and Lineo will
     give  LinuxWizardry  15  business  days or more prior written notice of the
     date  of  the examination and the name of Lineo's authorized representative
     who  will  be  conducting  the  examination. The audit will be conducted at
     Lineo's  expense  unless  the  results  of  such  audit  establish  that
     inaccuracies  in  the  quarterly  reports  have resulted in underpayment to
     Lineo  of  more  than  5%  of  the amount due in any quarter, in which case
     LinuxWizardry shall pay all amounts determined to be due and shall bear the
     expenses  of  the  audit.  All  information  obtained by Lineo's authorized
     representative  conducting the audit will be maintained confidential by the
     representative.  The  examiner  will  give  LinuxWizardry  and  Lineo  an
     examination  report  containing  only the information necessary to indicate
     compliance  or  non-compliance  with  this  Agreement.

5.   LINEO'S  INTELLECTUAL  PROPERTY  RIGHTS

     a.  ACKNOWLEDGMENT  OF  LINEO'S RIGHTS. For purposes of this Agreement, and
     with  the exception only of those elements (if any) of the Licensed Product
     specifically  identified  and  designated by Lineo as third-party software,
     LinuxWizardry acknowledges and confirms Lineo's exclusive worldwide rights,
     including  copyright  in,  and  the  validity  of  the  Licensed  Products
     (including, without limitation, all input/output and report formats, screen
     displays,  menu  features and overall structure, sequence and organization)
     and  in  Lineo Marks. LinuxWizardry agrees not to challenge or otherwise to
     interfere  with  the use and ownership by Lineo of the Licensed Products or
     any  of  the  intellectual  property  rights  associated  with the Licensed
     Products  or  Lineo  Marks  (hereinafter referred to collectively as "Lineo
     Intellectual  Property"). LinuxWizardry also shall not permit any personnel
     to remove any proprietary or other legends or restrictive notices contained
     or  included  in  any  materials  supplied  or  approved  by  Lineo,  and
     LinuxWizardry  shall  not  permit  any  personnel  to  copy  or  modify  or
     reverse-engineer any materials, including the Licensed Products provided by
     Lineo,  except  as  and  to  the  extent  specifically permitted under this
     Agreement.  Title  to  every copy of a Licensed Product is vested and shall
     remain  in  Lineo,  or,  as applicable, in such third party from whom Lineo
     holds  rights of license and distribution, and title does not pass with any
     license  under  this  Agreement.

     b.  END  USER  LICENSE  AGREEMENTS.  LinuxWizardry  agrees  to  exercise
     commercially  reasonable  efforts  to ensure that each End User receiving a
     Licensed  Product  through  LinuxWizardry's  sublicensees  understands, and
     agrees to be bound by, an appropriate End User License Agreement that is no
     less  restrictive  in  its  application  to  the  Licensed Product than the
     then-current  form  of Lineo's End User License Agreement, the most current
     version  of  which  is  attached  as  Appendix  I  hereto.

     c.  LINUXWIZARDRY'S  WAIVER  OF  RIGHTS. LinuxWizardry further acknowledges
     that  it  has  no  rights  of  any  kind anywhere in the world in any Lineo
     Intellectual  Property  other  than  those  limited  rights granted by this
     Agreement.  Accordingly,  LinuxWizardry waives: (a) all claims of any right
     by  LinuxWizardry in any Lineo Intellectual Property; and (b) the right, if
     any,  to  file  or  own  in  its  own  name or in that of any designee, any
     application  for  registration  of  any  trademark,  copyright,  patent,
     industrial  design, trade secret or other intellectual property which forms
     part  of  Lineo Intellectual Property, or to own any registration or patent
     resulting therefrom. In the event LinuxWizardry, in any jurisdiction of the
     world,  files  such an application or obtains such a patent or registration
     in  violation  of  this  section,  such application, registration or patent
     shall  be  deemed  held  in  trust  by LinuxWizardry for Lineo and shall be
     assigned  by  LinuxWizardry  to Lineo without conditions and upon demand by
     Lineo.

     d.  PRESERVATION  AND  SECURITY  OF  PROPRIETARY INFORMATION. LinuxWizardry
     shall  not sell, assign, lease, license, transfer or otherwise disclose the
     Licensed  Products  except  as  expressly  authorized  by  this  Agreement.
     LinuxWizardry  shall  safeguard any and all copies of the Licensed Products
     against  unauthorized  disclosure,  reproduction  or  tampering,  and shall
     assist  Lineo  in  the  enforcement  of  Lineo's  rights  in  the  event of
     unauthorized  disclosure  by  any  person  under LinuxWizardry's control or
     service.  LinuxWizardry shall also ensure that Lineo's copyright, trademark
     and patent notices, which may from time to time be updated, are prominently
     displayed  on  all  copies  of  products  and  documentation containing the
     Licensed Products. LinuxWizardry shall not remove or obscure any copyright,
     trademark, patent or other proprietary rights notice already present on any
     of  the  Licensed  Products  or  Documentation.  The  notice  of  Lineo's
     intellectual  property  rights  in  each  Licensed  Product  shall  read as
     follows:  "Licensed  Software(C) Lineo, Inc. and Lineo, Inc. 1999-2000, all
     rights  reserved."

     e.  GOODWILL.  To protect and preserve the reputation and goodwill of Lineo
     and  of  the  Licensed  Product,  LinuxWizardry  shall (1) avoid deceptive,
     misleading  or  unethical  practices  that  are  or might be detrimental to
     Lineo,  the Licensed Products or the public, including any disparagement of
     Lineo.  Lineo  or  the  Licensed  Products; (2) make no false or misleading
     representations  with  regard  to Lineo, Lineo or the Licensed Product; (3)
     refrain  from  publishing  or  employing  any  misleading  or  deceptive
     advertising material reflecting upon Lineo, Lineo or the Licensed Products;
     (4)  refrain from making any representations, warranties or guarantees with
     respect  to  the  specifications,  features or capabilities of the Licensed
     Program  that  are  inconsistent  with  the  Documentation  and  marketing
     literature  distributed  by Lineo, including all warranties and disclaimers
     contained  in  such  literature;  (5)  not  distribute  for any purpose any
     marketing  materials, packaging or other material bearing Lineo Marks which
     have  not  been first approved  by Lineo; and (6) enter into agreements for
     marketing  and  distribution  of  the  Licensed  Products  only  with  such
     sublicensees  who have agreed to be bound by the foregoing terms as part of
     the  applicable  sublicense  agreement.

     f  THIRD-PARTY REQUIREMENTS. In the event that Lineo is required by a third
     party  software  supplier  to  cease  and  to  cause its LinuxWizardrys and
     sublicensees  to  cease  use, reproduction and distribution of a particular
     version  of the Licensed Products, LinuxWizardry agrees to comply herewith.


License  Agreement                                               Page  6  of  18
                                       67
<PAGE>
6.   CONFIDENTIAL  INFORMATION.  LinuxWizardry  shall  not  use  or disclose any
     Confidential Information supplied by Lineo relating to the Licensed Product
     except  as authorized in writing by Lineo in advance of such disclosure and
     shall  safeguard  all  Confidential  Information  provided  by  Lineo  to
     LinuxWizardry  under  this Agreement in the same or more restrictive manner
     as  LinuxWizardry  safeguards  its  own  Confidential  Information.

7.   LIMITED  WARRANTIES

     a.  Lineo  provides,  to End Users only, the warranties for software in the
     applicable  End  User License Agreement accompanying the Licensed Products.
     LinuxWizardry  is  responsible  for providing, or causing to be provided by
     its  sublicensees,  a  copy of the applicable End User License Agreement to
     End  Users  for  their  review  at the time of acquisition or installation,
     Lineo  warrants  the  materials  and workmanship of the Routers produced by
     Lineo  or  produced at Lineo's direction for a period of two (2) years from
     the date of delivery to LinuxWizardry. Lineo does not warrant any non-Lineo
     products,  which are provided on an "AS-IS" basis. Any warranty service for
     non-Lineo  products will be provided by the manufacturer of the products in
     accordance  with  the  applicable  manufacturer's  warranty.

     b.  EXCEPT  AS SET FORTH IN THIS SECTION 7, LINEO DISCLAIMS ALL WARRANTIES,
     EXPRESS OR IMPLIED, INCLUDING. WITHOUT LIMITATION, ANY WARRANTIES AS TO THE
     SUITABILITY OR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO
     EVENT  SHALL  LINEO  BE  LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY
     INCIDENTAL,  EXEMPLARY,  SPECIAL  OR  CONSEQUENTIAL DAMAGES (INCLUDING LOST
     PROFITS),  REGARDLESS  OF  WHETHER  LINEO WAS ADVISED OF THE POSSIBILITY OF
     SUCH  DAMAGES.  THE  WARRANTY  IN  THIS  SECTION  7  SHALL NOT APPLY IF THE
     ERROR(S)  ARE  CAUSED  BY  ANY  PROGRAMMING NOT CREATED BY LINEO, OR BY ANY
     REPAIRS,  MODIFICATIONS  OR  ENHANCEMENT  NOT  MADE  BY  LINEO.

     c.  Lineo's  liability  for  direct  damages to LinuxWizardry for any cause
     whatsoever,  and  regardless  of  the  form of action, shall not exceed the
     amount  received  by Lineo from LinuxWizardry during the previous 12 months
     for  the  Licensed  Products  giving  rise  to  such  claim.

8.   INDEMNIFICATION

     a.  BY  LINEO.  Lineo  agrees to defend LinuxWizardry and, to the extent of
     payments  made by LinuxWizardry under this Agreement, to indemnify and hold
     LinuxWizardry  harmless  from  any  and  all  third-party  claims, actions,
     demands,  and  related  damages,  liabilities, costs and expenses resulting
     from  charges  or  allegations  that  a  Licensed  Product  or  Lineo  Mark
     appropriately used, sold or distributed by LinuxWizardry infringes any U.S.
     patent,  U.S.  trademark,  or  U.S.  copyright  of  any  third  party.

     LinuxWizardry shall permit Lineo to replace or modify any Licensed Products
     affected  so  as  to  avoid  infringement  or  to  procure  the  right  for
     LinuxWizardry  to  continue  use  and  marketing  of such items. If neither
     alternative  is  possible  or commercially reasonable, the infringing items
     shall be returned to Lineo, whose sole liability shall be to refund amounts
     paid  by  LinuxWizardry  for  the affected copies of the Licensed Products.
     Lineo  shall  have no liability for infringement based on: (a) use, sale or
     distribution of other than the current release of the Licensed Products; or
     (b) modification of the Licensed Products by any party other than Lineo, or
     the  combination  or  use  of the Licensed Products with any other computer
     program,  equipment,  product,  device,  item  or  process not furnished by
     Lineo,  if  such  infringement  would  have  been avoided by the use of the
     Licensed  Products alone and in their current unmodified form; or (c) other
     acts  of  LinuxWizardry  or  its  sublicensees.

     THE ABOVE STATES THE ENTIRE LIABILITY OF LINEO WITH RESPECT TO INFRINGEMENT
     OF  PATENTS,  COPYRIGHTS,  TRADEMARKS  OR  ANY  OTHER  FORM OF INTELLECTUAL
     PROPERTY  RIGHT  BY  ANY  PRODUCT  SUPPLIED  BY  LINEO.

     b.  BY  LINUXWIZARDRY.  LinuxWizardry  agrees to indemnify, defend and hold
     Lineo  harmless  from  and against any and all third-party claims, actions,
     demands,  and  related  damages, liabilities, costs and expenses arising or
     resulting  from,  or  related  to,  use,  marketing,  sale,  distribution,
     modification,  or  other  activities  by  LinuxWizardry or its sublicensees
     under  this  Agreement  or  otherwise  respecting  the  Licensed  Products.

     c.  GENERAL  CONDITIONS  TO  INDEMNITY  RIGHTS.  The  forgoing  rights  and
     obligations of indemnity are conditioned on (i) prompt written notification
     from the indemnified party to the indemnifying party of the claim for which
     indemnity  is  sought;  (ii)  sole control in the indemnifying party of the
     defense  of  any action and all negotiations for settlement and compromise;
     and  (iii)  cooperation  and  assistance  from  the  party  seeking
     indemnification,  including  disclosure  of  information  and  authority
     necessary  to perform the above. The indemnified party shall be responsible
     for  the  costs  and fees of its own counsel if it desires to have separate
     legal  representation  in  any  such  action.

9.   TERM  AND  TERMINATION

     a.  TERM  AND  EXTENSIONS.  The initial term hereof shall be as provided in
     Schedule  A.  Unless  earlier  terminated for breach as provided herein, or
     unless  either  party notifies the other in writing, not later than 30 days
     prior  to expiration of the initial term, of its intention to terminate the
     Agreement upon said expiration, this Agreement shall automatically renew at
     the  end  of  the initial term for successive five-year terms. Either party
     may  notify  the  other  in  writing  of  its  intention  to terminate this
     Agreement  not later than 30 days prior to the expiration of any successive
     term.


License  Agreement                                               Page  7  of  18
                                       68
<PAGE>
     b. TERMINATION FOR CAUSE. Either party may terminate this Agreement for the
     breach  by  the  other party of a material term. The terminating party will
     first  give  the  other  party  written notice of the breach and 30 days in
     which to cure the alleged breach. If a cure is not achieved during the cure
     period,  then  the  non-breaching  party  may terminate this Agreement upon
     written  notice.

     c.  TERMINATION  BY  LINEO.  Notwithstanding Section 9(b) hereof, Lineo may
     terminate  this  Agreement  if  LinuxWizardry  fails  to  meet  its payment
     obligations  under  this  Agreement  and this failure continues for 10 days
     following  receipt  of  written  notice  and  demand  from  Lineo.

     d.  INSOLVENCY, ASSIGNMENT, OR BANKRUPTCY. Either party may, at its option,
     immediately terminate this Agreement upon written notice to the other party
     if  the  other  party: (i) admits in writing its inability to pay its debts
     generally  as  they  become  due;  (ii)  makes a general assignment for the
     benefit  of  creditors;  (iii)  institutes  proceedings to be adjudicated a
     voluntary  bankrupt,  or consents to the filing of a petition of bankruptcy
     against  it;  (iv)  is  adjudicated by a court of competent jurisdiction as
     being  bankrupt or insolvent; (v) seeks reorganization under any bankruptcy
     act or consents to the filing of a petition seeking such reorganization; or
     (vi)  is  the  subject  of  a  decree  by a court of competent jurisdiction
     appointing  a receiver, liquidator, trustee or assignee in bankruptcy or in
     insolvency  covering  all  or substantially all of such party's property or
     providing for the liquidation of such party's property or business affairs.

     e.  ACCELERATION  OF  PAYMENT.  Upon termination of this Agreement by Lineo
     under  Section  9(a), 9(b) or 9(c) hereof, the due dates of all outstanding
     invoices  to  LinuxWizardry  for  Licensed  Products  will automatically be
     accelerated  so  that  they become due and payable on the effective date of
     termination,  even  if longer terms had been previously granted or allowed.

     f. EFFECT OF TERMINATION ON OBLIGATIONS. Upon termination of this Agreement
     for  any  reason,  LinuxWizardry  shall:  (1) immediately cease all use and
     reproduction  of the Licensed Products and shall cease use and distribution
     of  all  copies  previously  made;  (2)  within  30  calendar  days  after
     termination  of  this  Agreement,  either  deliver  to Lineo or destroy all
     copies of Licensed Products and Documentation in LinuxWizardry's possession
     or  under its control, and shall furnish to Lineo an affidavit signed by an
     officer  of  Licensee  certifying  that, to the best of its knowledge, such
     delivery  or  destruction  has  been  fully  effected.  Notwithstanding the
     foregoing, and provided LinuxWizardry fulfills its obligations specified in
     this  Agreement  with  respect to such items, LinuxWizardry may continue to
     use  and  retain  copies  of the Licensed Products and Documentation to the
     extent,  but only to the extent, necessary to support and maintain Licensed
     Products  rightfully directly or indirectly distributed to sublicensees and
     End  Users  by  LinuxWizardry  prior  to  termination  of  this  Agreement.
     Termination  of  this  Agreement shall not affect rights of sublicensees or
     End  Users  receiving any Licensed Product bundled with or integrated in an
     Bundled  Product  prior to the date of termination, provided, however, that
     Lineo shall have received payment of License Fees and other fees owing from
     LinuxWizardry  therefor.

     g.  SURVIVAL  OF  TERMS.  Termination  of  this Agreement shall not relieve
     either  party  of any obligations arising under this Agreement prior to the
     date  of termination. Any provisions of this Agreement that by their nature
     extend  beyond  the  termination  of this Agreement, including specifically
     obligations owing under Sections 4, 5 and 7 hereof, will survive and remain
     in  effect  until all obligations are satisfied. Confidentiality provisions
     shall  remain  in  effect  until  the Confidential Information is no longer
     confidential.

10.  GENERAL  PROVISIONS

     a.  PUBLIC ANNOUNCEMENTS AND PROMOTIONAL MATERIALS. Lineo and LinuxWizardry
     shall  cooperate  with  each  other  either  to issue a joint press release
     and/or  to  enable  each  party  to  issue  and  post  to  its  web site an
     announcement  concerning  this  Agreement,  provided  that  each party must
     approve  any  such  press  announcement  prior to its release. Any separate
     release  shall  be subject to approval by both parties prior to publication
     of  such release. Lineo shall have the right to use LinuxWizardry's name as
     a  customer  reference.

     b.  FORCE MAJEURE. If either party is prevented from performing any portion
     of  this  Agreement  (except  the  payment  of  money) by causes beyond its
     control,  including  labor  disputes,  civil  commotion,  war, governmental
     regulations  or  controls,  casualty,  inability  to  obtain  materials  or
     services  or  acts  of  God,  such  defaulting  party  will be excused from
     performance  for  the  period  of  the  delay  and  for  a  reasonable time
     thereafter.

     c.  DISPUTE  RESOLUTION.  The  parties  agree  to  attempt in good faith to
     resolve all disputes arising between them first through expedited mediation
     (not to exceed 48 hours from the receipt by a party of the notice described
     below)  and,  if mediation is not successful, through negotiated settlement
     or court action. Neither party shall file a lawsuit until the mediation has
     been completed, except that in the event that the actions of one party will
     cause  or  are  causing  the  other  immediate irreparable injury requiring
     temporary injunctive relief and the other party is unwilling to suspend its
     planned  or  existing  activity  to  allow  for  expedited  mediation,  the
     aggrieved  party may file suit and seek such temporary injunctive relief in
     a  court  with jurisdiction over the subject matter of the dispute. Dispute
     resolution  under  this  section  shall be triggered by one party's service
     upon  the other of a written notice and request to mediate, identifying the
     subject  matter  of the dispute and the nature of the relief sought. Unless
     otherwise  agreed  in  writing at the time of mediation, mediation shall be
     conducted through and under the mediation rules of the American Arbitration
     Association.

     d.  LIMITATION  OF  ACTIONS.  No  action  arising  or  resulting  from this
     Agreement, regardless of its form, may be brought by either party more than
     two  years  after  termination  of  this  Agreement.

     e.  THIRD  PARTY CLAIMS. Neither party shall be liable for any claim by the
     other based on any third party claim, except as stated in Section 7 of this
     Agreement.


License  Agreement                                               Page  8  of  18
                                       69
<PAGE>
     f.  JURISDICTION.  This  Agreement  will in all respects be governed by and
     construed  in  accordance  with  the laws of the State of California of the
     United  States  of America, and will not be construed in accordance with or
     governed by the United Nations Convention for International Sales of Goods.

     g.  ATTORNEYS'  FEES. If either Lineo or LinuxWizardry employs attorneys to
     enforce  any  rights  arising  out  of  or  relating to this Agreement, the
     prevailing  party  shall  be  entitled  to  recover  reasonable  costs  and
     attorneys'  fees.

     h. WAIVER. No waiver of any right or remedy on one occasion by either party
     will  be  deemed  a  waiver  of that right or remedy on any other occasion.

     i.  SUPERIOR AGREEMENT. This Agreement will not be supplemented or modified
     by  any  course  of dealing or usage of trade. Variance from or addition to
     the terms and conditions of this Agreement in any written notification from
     LinuxWizardry will be of no effect, unless otherwise expressly provided for
     in  this  Agreement.  This  Agreement  may be amended or modified only by a
     writing  signed  by  each  party.

     j.  ASSIGNMENT. This Agreement is not assignable by LinuxWizardry, in whole
     or  in  part,  without  Lineo's  prior  written  consent.  Lineo  will  not
     unreasonably  withhold  consent  to  an assignment of this Agreement or any
     part  of  this  Agreement  to  a  parent,  subsidiary  or  affiliate  of
     LinuxWizardry,  provided  that  such  entity  is  at  least  as  capable as
     LinuxWizardry of satisfying LinuxWizardry's responsibilities hereunder. Any
     attempted assignment without Lineo's written consent will be null and void.

     k.  NOTICE. Unless otherwise agreed to by the parties, all notices required
     under this Agreement (except those relating to product pricing, changes and
     upgrades)  will  be  deemed  effective when received and made in writing by
     either  (i) registered mail, (ii) certified mail, return receipt requested.
     (iii)  overnight  mail,  addressed and sent to the address indicated on the
     Signature  Page,  to  the  attention  of  the  person  designated  as  the
     responsible  representative  or  to  that  person's  successor,  or (iv) by
     telephone facsimile transfer appropriately directed to the attention of the
     person  designated  as  the  responsible representative or to that person's
     successor.

     l.  SEVERABILITY.  If  any  term,  provision. covenant or condition of this
     Agreement is held invalid or unenforceable for any reason, the remainder of
     the  provisions will continue in full force and effect as if this Agreement
     had  been executed with the invalid portion eliminated. The parties further
     agree  to  substitute for the invalid provision a valid provision that most
     closely  approximates  the  intent  and  economic  effect  of  the  invalid
     provision.

     m.  INDEPENDENT  CONTRACTORS.  Each  party acknowledges that the parties to
     this  Agreement are independent contractors and that it will not, except in
     accordance  with  this  Agreement,  represent  itself  as an agent or legal
     representative  of  the  other.

     n.  COMPLIANCE  WITH  LAWS.  LinuxWizardry  represents and warrants that it
     shall  comply  at  its  own  expense  with  all  applicable laws, rules and
     regulations  of governmental bodies and agencies, including all laws, rules
     and  regulations  affecting  or governing exports, in its performance under
     this  Agreement.

     o.  GOVERNMENT  RIGHTS.  LinuxWizardy  agrees  (i) to identify the Licensed
     Products  in all proposals and agreements with the United States Government
     or any contractor for the United States Government; and (ii) to identify or
     to  mark  the software products provided pursuant to any agreement with the
     United States Government or any contractor for the United States Government
     as necessary to obtain protection substantially equivalent to that afforded
     commercial computer software and related documentation developed at private
     expense  and  provided  with  Restricted  Rights  as  defined  in  DOD  FAR
     Supplement 48 C.F.R. 252.227-70l3(c)(I)(ii) in effect as of May 18, 1987 or
     any  successor  regulation.

     p.  HEADINGS.  The  headings provided in this Agreement are for convenience
     only  and  will  not  be used in interpreting or construing this Agreement.

     q.  SCOPE OF AGREEMENT. Each of the parties hereto acknowledges that it has
     read  this  Agreement,  understands it and agrees to be bound by its terms.
     The parties further agree that this Agreement is the complete and exclusive
     statement  of  agreement  regarding  the  subject matter and supersedes all
     proposals  (oral  or written), understandings, representations, conditions,
     warranties,  covenants  and  all  other  communications between the parties
     relating  thereto.  This  Agreement  may  be amended only by a writing that
     refers  specifically  to  this  Agreement  and  is  signed by both parties.


                * * * END OF STANDARD TERMS AND CONDITIONS * * *


license  Agreement                                               Page  9 of 18
                                       70
<PAGE>
                            APPENDIX I TO SCHEDULE B
                             SAMPLE END USER LICENSE

                        LINEO END USER LICENSE AGREEMENT

IMPORTANT-READ  CAREFULLY:

You  have  acquired  an  item  ("Device")  that  includes  software  licensed to
[sublicensee  Name]  ("Company")  by  Lineo, Inc. ("Lineo"). This Lineo End User
License  Agreement  ("EULA")  is  a  legal  agreement  between  you  (either  an
individual  or  a single entity) and Lineo for the installed software product of
Lineo  origin,  as  well as associated media, printed materials, and "online" or
electronic  documentation  ("Software").  Any  product  provided  along with the
Software  that  is  associated  with  a  separate  end user license agreement is
licensed  to  you  under  the  terms  of  that license agreement. By installing,
copying,  downloading,  accessing, or otherwise using the Software, you agree to
be  bound  by  the  terms of this EULA. If you do not agree to the terms of this
EULA,  do  not  use or install the Software. If you have purchased the Software,
promptly  return  the  Software  and  all  accompanying  materials with proof of
purchase  for  a  refund.

SOFTWARE  LICENSE

The  Software  is  protected  by  copyright  laws  and  international  copyright
treaties, as well as other intellectual property laws and treaties. The Software
is  licensed,  not  sold.

1.   GRANT  OF  LICENSE.  This  EULA  grants  you  the  following  rights:
          You  may  install  and  use  the  Software  on  a  single  CPU.

2.   OTHER  RIGHTS  AND  LIMITATIONS

     -  Limitations  on Reverse Engineering, Decompilation, and Disassembly. You
     may  not  reverse  engineer, decompile, or disassemble the Software, except
     and  only  to  the  extent  that  such  activity  is expressly permitted by
     applicable  law  notwithstanding  this  limitation.

     -  Rental. You may not rent, lease, sell, sublicense, or lend the Software.

     -  Transfer.  You  may  permanently transfer rights under this EULA only as
     part  of  a  permanent  sale  or  transfer  of  the Device, and only if the
     recipient  agrees  to  this  EULA.

     -  Reservation  of  Rights. Lineo reserves all rights not expressly granted
     under  this  EULA.

3.     COPYRIGHT.  Lineo  and its suppliers retain all ownership of the Software
and  all  copies  thereof,  provided,  however,  that  certain components of the
Software  are  components licensed under the GNU General Public License (version
2),  which  Lineo  supports.  You  may  obtain  a copy of the GNU General Public
License  at  www.gnudocs.com/GNU/COPYING. Lineo will provide source code for any
             ---------------------------
of the components of the Software licensed under the GNU General Public License.
To  obtain  such  source  code, send email to embedix-support@lineo.com. You may
                                              -------------------------
make  up to ten copies of electronic documentation accompanying the Software for
each  license  you  have acquired for the Software. If you make copies, you must
include  all  applicable  copyright notices and other proprietary rights legends
that  come  with  the  Software.

4.     EXPORT. You agree that you will not export or re-export the Software, any
part  thereof,  or  any  process  or  service  that is the direct product of the
Software  (the  foregoing  collectively  referred  to  as  the  "Restricted
Components"),  to  any  country,  person  or  entity  subject  to  U.S.  export
restrictions.  You  specifically  agree  not  to  export or re-export any of the
Restricted  Components  (1)  to  any  country to which the U.S. has embargoed or
restricted the export of goods or services, which currently include, but are not
necessarily  limited  to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, and
the Federal Republic of Yugoslavia (including Serbia, but not Montenegro), or to
any  national  of  any  such  country,  wherever


License  Agreement                                              Page  10  of  18
                                       71
<PAGE>
located,  who intends to transmit or transport the Restricted Components back to
such  country;  (ii) to any person or entity who you know or have reason to know
will utilize the Restricted Components in the design, development, or production
of nuclear, chemical or biological weapons; or (iii) to any person or entity who
has  been  prohibited  from  participating  in  U.S.  export transactions by any
federal  agency  of  the U.S. Government. You warrant and represent that neither
the  Bureau  of  Export  Administration  of the U.S. Commerce Department nor any
other  U.S.  federal  agency  has  suspended,  revoked,  or  denied  your export
privileges.

5.     GOVERNING  LAW  AND ATTORNEYS' FEES. This EULA is governed by the laws of
the  State  of Utah, USA, excluding its conflict of laws rules, and specifically
excludes  the  United Nations Convention on Contracts for the International Sale
of  Goods.  If  you  acquired  this  Software in a country outside of the United
States,  that  country's  laws  may  apply. In any action or suit to enforce any
right  or remedy under this EULA or to interpret any provision of this EULA, the
prevailing  party  will  be  entitled to recover its costs, including reasonable
attorneys'  fees.

6.     ENTIRE  AGREEMENT. This EULA constitutes the entire agreement between you
and  Lineo  with  respect  to the Software, and replaces all other agreements or
representations,  whether  written  or  oral.  The  terms of this EULA cannot be
modified by any terms in any printed forms used by the parties in performing the
EULA,  and  can  only be modified by express written consent of both parties. If
any  part  of  this  EULA  is  held  to  be unenforceable as written, it will be
enforced  to  the  maximum extent allowed by applicable law, and will not affect
the  enforceability  of  any  other  part.

Should  you have any questions concerning this EULA, or if you desire to contact
Lineo  for  any  reason,  please  contact  the Lineo representative serving your
company,  or  send  email  to:  support@lineo.com.

THE FOLLOWING DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY IS INCORPORATED
INTO  THIS  EULA  BY  REFERENCE.

NOT  FAULT  TOLERANT.  THE  SOFTWARE  IS  NOT  FAULT  TOLERANT.  COMPANY  HAS
INDEPENDENTLY  DETERMINED  HOW  TO USE THE SOFTWARE IN THE DEVICE, AND LINEO AND
ITS  SUBISIDIARIES  HAVE  RELIED  UPON  COMPANY TO CONDUCT SUFFICIENT TESTING TO
DETERMINE  THAT  THE  SOFTWARE  IS  SUITABLE  FOR  SUCH  USE.

NO  WARRANTIES  FOR  THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" AND WITH ALL
FAULTS.  THE  ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND
EFFORT  (INCLUDING  LACK  OF NEGLIGENCE) IS WITH YOU. ALSO, THERE IS NO WARRANTY
AGAINST  INTERFERENCE  WITH  YOUR  ENJOYMENT  OF  THE  SOFTWARE  OR  AGAINST
INFRINGEMENT.  IF  YOU  HAVE RECEIVED ANY WARRANTIES REGARDING THE DEVICE OR THE
SOFTWARE,  THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, LINEO
OR  ITS  SUBSIDIARIES.

NO  LIABILITY  FOR  CERTAIN  DAMAGES. EXCEPT AS PROHIBITED BY LAW, LINEO AND ITS
SUBSIDIARIES  SHALL  HAVE NO LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL,
OR  INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE
OF  THE  SOFTWARE.  THIS  LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS
ESSENTIAL  PURPOSE. IN NO EVENT SHALL LINEO OR ITS SUSIDIARIES BE LIABLE FOR ANY
AMOUNT IN EXCESS OF THE LICENSE FEE PAID BY COMPANY TO LINEO OR ITS SUBSIDIARIES
UNDER  THIS  EULA.


License  Agreement                                              Page  11 of l8
                                       72
<PAGE>
                                   SCHEDULE C

                                SCOPE OF SERVICE

1.   PURPOSE

     This  document  identifies  the  service  requirements  and  defines  the
participation  of  LinuxWizardry and Lineo in support of this Agreement relative
to the Routers manufactured for LinuxWizardry under this Agreement. It addresses
the  specifications,  pricing, areas of forecast methodology, material planning,
inventory management, and operational control specific to the purchase, sale and
licensing  of  the  Production  Products  and  Licensed  Products  acquired  by
LinuxWizardry  from  Lineo  pursuant  to  this Agreement. It will be utilized in
identifying  the  duties  of  both the LinuxWizardry and Lineo in fulfilling the
requirements  of  this  program  in  assuring  a successful business engagement.

2.   EXCEPTIONS

     Any  exceptions  or change to this Scope of Service must be mutually agreed
to  in  writing  prior  to  implementation.

3.   SPECIFICATIONS  AND PRICES OF THE PRODUCTION PRODUCTS AND LICENSED PRODUCTS

     The  specifications,  list  of Licensed Products and pricing related to the
Production  Products  are set forth on Authorized Appendices to this Schedule C.

4.   CHANGE  PROCESS

     Once  product  has  entered  the  work-in-process  (WIP)  stage,  it  is
non-cancelable-non-returnable  and  shall be invoiced to LinuxWizardry according
to  original  schedule  date or at time of completion. LinuxWizardry may request
reschedule  changes  to  product  in  WIP  and after review of product status by
Lineo,  Lineo  may allow for schedule changes if such request does not result in
product  liability.  If  requested  change  results  in  product  liability  and
LinuxWizardry  gives  Lineo  direction  to  proceed  with requested change, then
LinuxWizardry  shall  issue  that  direction in writing acknowledging applicable
cost  impact  and  LinuxWizardry's  liability.  Lineo will respond in writing of
acceptance  and  implementation  of  the  requested  change  and  issue  to
LinuxWizardry,  applicable  invoice  related  to LinuxWizardrys liability. Lineo
will  not  implement requested change until invoice for associated liability has
been  issued  to  Linux  Wizardry.

     If  Lineo receives a corrective action request from LinuxWizardry, Lineo is
requested to provide an acknowledgement of receipt within two (2) business days.
Upon  receipt  of  corrective  action  request,  Lineo will review and implement
measures  to  prevent  further  occurrence.  Lineo  will notify LinuxWizardry in
writing  upon  the  implementation  of  the  corrective  action  plan.

5.   FORECAST  METHODOLOGY

     LinuxWizardry  agrees  to  use  its  best  efforts  to provide Lineo with a
non-binding,  12  Month  rolling  forecast  of required products and quantities,
updated  on  a  monthly  basis. The forecast shall be provided by way of e-mail.
LinuxWizardry shall provide a schedule and maintain firm order requirements with
Lineo  for  a  minimum  of  ninety  (90)  day  periods.


     Lineo  will  use  its  best  efforts  to  pipeline  product  in  support of
LinuxWizardry's  forecast. Lineo will use its best efforts to keep LinuxWizardry
informed  of  current  lead  times  and any other factors that could potentially
impact timely deliveries in support of LinuxWizardry's forecast. Lineo will make
best  efforts  commensurate  to  its business process in meeting LinuxWizardry's
requirements.


License  Agreement                                              Page  12  of  18
                                       73
<PAGE>
     If  LinuxWizardry  requests  Lineo  to  provide material upside coverage in
support of unforeseen increases in LinuxWizardry's forecast, that upside will be
inclusive  in  the  monthly  forecast  quantity.  In  the event of an unforeseen
increase above and beyond the forecast and upside requirement, LinuxWizardry and
Lineo  agree  to  negotiate  the  cost of premium freight and/or unit cost price
variance  resulting  from  this  unforeseen  demand.

     At  LinuxWizardry's reasonable request, Lineo will provide to LinuxWizardiy
a  liability  report documenting all products that Lineo has in inventory, or in
the  pipeline,  in  support  of LinuxWizardry's forecast and the requirements of
this  Scope of Service. Such report will include description, quantity and Linux
Wizardry's  price,  if  known  at  that  time.

     Lineo  will  review and react to demand changes to LinuxWizardry's forecast
on  a  weekly  basis so that changes are facilitated with Lineo's suppliers in a
timely  manner.  Lineo will review and respond with any unsupportable deliveries
to  the  e-mailed  forecast  within  forty-eight  (48) hours of receipt. Lineo's
pipeline  shall  be  subject  to  material  lead  times  with Lineo exerting all
reasonable  effort  to  minimize  potential  delivery  times.

6.   MATERIAL  PLANNING,  PROCUREMENT  AND  LOGISTICS

     Delivery  will  be  made  to LinuxWizardry's designated location via agreed
upon  carrier as stated in LinuxWizardry's purchase order. The delivery schedule
shall  be  in  accordance  with  LinuxWizardry's  forecast.  The  trigger method
designating  material  release  from  Lineo  to  LinuxWizardry  shall  be
LinuxWizardry's  Purchase  Order.  The  minimum purchase quantities shall be 250
units  of  any  type  of  the  2500  Series  Routers.

     LinuxWizardry retains the right to adjust purchase order delivery schedules
as  required, upon approval from Lineo. Notification from LinuxWizardry to Lineo
to  adjust  purchase  order  schedules  will  occur  in  writing.

     Lineo  shall  submit  invoices  to  LinuxWizardry on a monthly basis unless
otherwise  agreed  to  in  writing  by  Lineo.

7.   Discrepant  Material

     LinuxWizardry  shall  have  thirty (30) days to reject material arriving at
the  designated  location.

     In  the  event that material arrives at LinuxWizardry's designated location
in  a damaged or non-functioning condition, LinuxWizardry will notify/request an
RMA  (Return  Material  Authorization)  from  Lineo.  This RMA must be issued to
LinuxWizardry  within 48 hours of notification to Lineo. Freight costs to return
defective  product to Lineo and Lineo's replacement product to LinuxWizardry are
the  responsibility  of  Lineo. At time of issue of the RMA, depending on return
quantity,  Lineo  will  advise LinuxWizardry of lead-time for replacement, which
should  not  exceed  12  weeks.

8.   MATERIAL  MANAGEMENT / BUSINESS  REVIEW

     Lineo may provide a material management plan within thirty (30) days of the
Effective  Date  of  this  Agreement.  Lineo  may  appoint  and  identify  to
LinuxWizardry,  a  Material  /  Program  Manager  specifically  charged with the
responsibility  of  overseeing  the  overall  program  effort.

LINEO  SHALL  PARTICIPATE  IN  AND SUPPORT PROGRAM REVIEW MEETINGS AT INTERVALS,
MINIMALLY  ONCE  PER  QUARTER,  THROUGHOUT  THE  PERIOD  OF  PERFORMANCE OF THIS
AGREEMENT  AS  DEEMED APPROPRIATE BY LINUXWIZARDRY. THESE MEETINGS SHALL PROVIDE
AN OVERVIEW OF LINUXWIZARDRY'S AND LINEO'S OVERALL PERFORMANCE, ISSUES, SCHEDULE
STATUS,  FORECAST  ACCURACY, INVENTORY POSITION AND REPORTS PRESENTED BY VARIOUS
DISCIPLINES  WITHIN  BOTH  PARTIES  ORGANIZATION.  LINUXWIZARDRY  OR  LINEO  MAY
SCHEDULE  SPECIAL


License  Agreement                                              Page  13  of  18
                                       74
<PAGE>
REVIEWS AT ANY TIME IF IT IS DETERMINED THAT A HIGH-RISK SITUATION EXISTS. DATES
AND  LOCATIONS  OF  SUCH  MEETINGS  SHALL  BE  DETERMINED  BY  MUTUAL AGREEMENT.




License  Agreement                                              Page  14  of  18
                                       75
<PAGE>
                            APPENDIX I TO SCHEDULE C
                              "2500-SERIES ROUTER"
      ROUTER SPECIFICATIONS, LICENSED PRODUCTS DELIVERABLES AND PRICE LIST


ROUTER  SPECIFICATIONS:
----------------------

     NEEDS  TO  SUPPORT  FULL  RATE  ADSL  AND  G.LITE:
     -    ANSI  T1.413  Issue  2
     -    ITU  0.992.  1  Annex  A.  (G.dmt)
     -    ITU  G.992.2  (G.Lite)
     -    1  serial port for external analog or ISDN modem for interim or backup
          Internet  access

     LAN  INTERFACE:
     -    NAT  enabled  routing
     -    DHCP  server
     -    TFTP  client
     -    DNS  masquerading
     -    Web  Server  (Must  support  CGI)

     PROTOCOLS:
     -    TCP/IP
     -    RIP I
     -    RFC  1483  (partial)
     -    PPP  over  ATM
     -    PPP  over  Ethernet

OPERATING  SYSTEMS:

     SECURITY:
     -    Address  translation  protecting  private  LAN  addresses
     -    Packet  filtering
     -    Administrative  password

     IP  SUPPORT:
     -    Single  static  IP  (NAT)
     -    Multiple  static  IPs

     MANAGEMENT:
     -    SNMP  MIB  II
     -    Browser_based  configuration
     -    Command  line  interface  via  telnet  or  console  port
     -    Import/Export  of  configuration
     -    Reset  button  for  factory  defaults

     HARDWARE:
     -    4  Ethernet  Hub
     -    2  MB  flash  memory
     -    16  MB  SDRAM


License  Agreement                                              Page  15  of  18
                                       76
<PAGE>
OPERATING  ENVIRONMENT:
     -    Temperature:  40 F  to  105 F  (5 C  to  40 C)
     -    Humidity:  20%  to  80%  noncondensing
     -    Weight:  1.22  lbs.  (0.55  kg)

INTEROPERABILITY:
     -    Must support Alcatel  DSLAM  and should be interoperable across a wide
     range  of  Full  Rate  &  G.Lite  DSLAMs



LICENSED  PRODUCTS:
------------------

The Licensed Products relating to this 2500-Series Router shall be the design of
the  2500-Series  Router,  the  standard  Lineo  NETeI  operating  system  and
application  software  (except  that  application software properly developed by
LinuxWizardry),  including  the  source  code  listed  below,  and  related
Documentation  (modified  to  operate  LinuxWizardry's  proprietary  application
software):

Source  Code:
------------

   -     boa              HTTP  Server
   -     bpalogin         BigPond  Advanced  Login
   -     chat             Modem  Communications
   -     dhcpd            DHCP  Server
   -     dhcpcd           DHCP  Client
   -     diald            Dial  Out
   -     discard          Delete  Files
   -     expand           Copy  Files
   -     flashw           Update  Flash
   -     flatfsd          Flat  File  System  Daemon
   -     gettyd           Dial  In
   -     ifconfig         Network  Configuration
   -     inetd            I  Net  Daemon
   -     ipfwadm          firewall!  Masquerading  Tool
   -     ipportfw         Port  Forwarding  Tool
   -     null             Debug  Program
   -     ping             Ping
   -     pppd             ppp  Daemon
   -     pptpctrl         PPTP  Control
   -     pptpd            PoPToP
   -     telnetd          Telnet  Server
   -     telnet           Telnet  Client
   -     uCLinux          Operating  System
   -     winds            Win  Server


Only  the  above-listed  items  are  licensed  hereunder.  The  LinuxWizardry
application  software  is  the  exclusive  property of Linux Wizardry and is not
considered  a  "Licensed  Product"  herein.


License  Agreement                                              Page  16  of  18
                                       77
<PAGE>
PRICE  LIST:
------------

PRODUCTION  PRODUCTS  PURCHASED  FROM  LINEO:
--------------------------------------------

For  volumes of 0 to 1,000 2500-Series Routers purchased by LinuxWizardry during
any  calendar  month,  the  price per Router shall be Lineo's Manufacturing Cost
plus  45%.

For  volumes  of  1,001  to 3,000 2500-Series Routers purchased by LinuxWizardry
during  any  calendar month, the price per Router shall be Lineo's Manufacturing
Cost  plus  42%.

For  volumes  of  more than 3,000 2500-Series Routers purchased by LinuxWizardry
during  any  calendar month, the price per Router shall be Lineo's Manufacturing
Cost  plus  38%.

LinuxWizardry  shall pay for such Production Products within 30 days of the date
of  each  such  Lineo  invoice.

Lineo  shall  use  its  best  efforts  to  negotiate favorable pricing with each
Manufacturer.  Lineo  shall  provide  copies  of  its  invoices  and  any  other
supporting  documentation  of  its  Manufacturing  Cost.


LICENSE  FEES:
--------------

Where  LinuxWizardry  orders or acquires the 2500-Series Routers from any source
other  than  Lineo, LinuxWizardry shall pay to Lineo a License Fee for each such
Router  according  to  volume  as  follows:

     For volumes of up to 500,000 2500-Series Routers purchased by LinuxWizardry
     from  any source, the License Fee per Router shall be $15.00, provided that
     LinuxWizardry  shall  only  be  obligated to pay Lineo this License Fee for
     those  Routers  purchased  from  a  manufacturer  other  than  Lineo.

     For  volumes  of  500,001  to  1,000,000  2500-Series  Routers purchased by
     LinuxWizardry  from any source, the License Fee per Router shall be $10.00,
     provided  that  LinuxWizardry  shall  only  be  obligated to pay Lineo this
     License  Fee  for  those  Routers  purchased from a manufacturer other than
     Lineo.

     For  volumes  of  more  than  1,000,000  2500-Series  Routers  purchased by
     LinuxWizardry  from  any source, the License Fee per Router shall be $5.00,
     provided  that  LinuxWizardry  shall  only  be  obligated to pay Lineo this
     License  Fee  for  those  Routers  purchased from a manufacturer other than
     Lineo.


License  Agreement                                              Page  17 of 18
                                       78
<PAGE>
                                   SCHEDULE D
                                 LICENSED MARKS


                                    Lineo(TM)

                                 Moreton Bay(TM)

                                   Embedix(C)

                                Embedix Linux(C)

                                 Embedix SDK(C)

                               Embedix Browser(C)


License  Agreement                                              Page  18 of 18
                                       79
<PAGE>