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                                                                   EXHIBIT 10.1

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                               LICENCE AGREEMENT

THIS AGREEMENT, made this 25th day of February, 2000 by and between:

         MEGACHAIN.COM LTD., a Delaware corporation listed on the NASDAQ
         Bulletin Board

                         (herein called the "Company")

                               OF THE FIRST PART

AND

         GREENCHIP INVESTMENTS PLC, a public company listed on the London UK
         OFEX exchange

                        (herein called the "Licencee").

                               OF THE SECOND PART

WHEREAS:

A.       The Company is the owner and holder of certain technology and
         proprietary intellectual property, including, without limitation,
         copyrights, patents, trademarks, trade secrets, business plans and
         know-how relating to products and services which combine as a software
         system and business method. This system gives exposure to internet
         websites and their products and services through an automated
         multi-tiered system of tracking and marketing whereby agents receive
         commissions based on responses created by forwarding vendor email
         advertisements to friends, acquaintances and business associates (the
         "System").

B.       The Company desires to grant to Licencee and Licencee desires to
         receive, subject to the conditions of default set out in paragraph 5.1
         herein, the exclusive right and license to use and distribute all
         products and technology developed by the Company including the System
         within the Territory (the "Business").

C.       The Company and Licencee agree that Licencee will transfer its rights
         and obligations under this licence to a UK company which the parties
         understand and agree will be either a public shell (which will raise
         capital through private placements or other means) or a private or PLC
         company (which is intended will raise capital through an initial
         public offering or private placements) (the "Assignee").


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NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of Ten ($10.00)
dollars (the receipt and sufficiency whereof is hereby acknowledged), the
promises, covenants and undertakings hereinafter set forth, and other good and
valuable consideration, it is agreed by the parties as follows:


1.0      DEFINITIONS

1.1      Where used herein or in any schedules or amendments hereto, the
         following terms shall have the following meanings:

         "Gross Revenue" shall mean the total revenues derived from the
         business of the Licencee from the operation of the MegaChain System.
         In calculating Gross Revenue, there shall not be any allowance
         whatsoever for bad debts but Gross Revenue shall exclude any amount of
         tax imposed by any governmental authority directly on the sales and
         collected from customers, provided that the amount of any such tax is
         shown separately and in fact paid or set aside to be paid to the
         appropriate governmental authority;

         "Operating Manual" means the information sheets, bulletins,
         directives, projections, notices and other documents prepared by or on
         behalf of the Company and given to Licencee to assist Licencee in
         operating the System within the Territory;

         "Territory" shall mean the United Kingdom;

         "Trade Marks" shall mean, subject to the provisions paragraph 10
         hereof, insignia, labels, slogans and other identification schemes,
         trade marks, service marks and trade names including the name
         "MegaChain.com" and/or applications therefor that has been developed
         by the Company and which may be used from time to time by Licencee in
         association with the System in the Territory, other than the names
         "word-of-mail" and "word-of-mail.com" which shall be and remain the
         property of the Licencee.


2.0      GRANT OF LICENSE

2.1      Subject to the terms and conditions set forth in this Agreement, the
         Company hereby grants to Licencee and Licencee hereby accepts from the
         Company, subject to the conditions of default as set out in section
         5.0 herein, the exclusive right and license to operate and use the
         System as well as the Trade Marks in connection with the operation of
         the System in the Territory.

2.2      Licencee may use any other trade mark, trade name, service mark or
         commercial symbol in connection with the System in the Territory in
         accordance with the terms and conditions of this Agreement.


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2.3      Upon the assignment contemplated in Recital C becoming effective, all
         of the rights and obligations of the Licencee under this Agreement in
         respect of the licence granted to the Licencee shall become the rights
         and obligations of the Assignee.


3.0      TERM

3.1      This Agreement, unless otherwise terminated under the terms and
         conditions of this Agreement, shall be for a period of twenty (20)
         years, commencing on the date of execution of this Agreement and
         terminating twenty (20) years thereafter, at which time Licencee shall
         have the first right of refusal to a subsequent Licence.


4.0      LICENSE FEES AND ROYALTY FEES

4.1      As a licence fee for the rights and licence granted to Licencee by the
         Company pursuant to this Agreement, Licencee agrees that the Company
         will be issued the following:

         One-quarter of the fully paid and non-assessable common shares in the
         stock of the Assignee which shall be diluted proportionally with the
         common or ordinary shares in the stock of the Assignee held by the
         Licencee upon the Assignee concluding an initial public offering or
         the private placement.

4.2      In the event of termination of Licence by the Company, the Company's
         shares in the Assignee would be surrendered, at no cost to the
         Licencee or Assignee.

4.3      As further consideration for the rights and licence granted hereunder
         the Licencee and the Company agree that the Company will be paid by
         the Assignee, subsequent to the assignment anticipated herein, a
         royalty equal to Two and One Half (2.5%) percent of the Gross Revenues
         of the business related to the System within the Territory (the
         "Royalty" or "Royalties"). Royalties for each twelve month period of
         the term of this Agreement ("Period") shall be paid within 60 days of
         the end of each Period.

4.4      A One Hundred Thousand ($100,000) dollars prepayment of Royalty will
         be paid on the closing date on which the Assignee has raised equity or
         other capital as anticipated in Recital C herein which has come out of
         escrow and has become available to the Assignee for its operations, or
         the first day on which the Company delivers to the Licencee or
         Assignee functional software for the full operation of the System,
         whichever is the later (the "Royalty Commencement Date"). This date
         shall be the beginning of a Period.

4.5      In the event of dispute as to the definition of functionality of the
         System as set out in paragraph 4.4, the matter will be referred to a
         mutually acceptable Arbitrator pursuant to paragraph 14.0.

4.6      In the event that the Licencee may subsequently grant any Sub-licence
         to any third party within the Territory, the Licencee will pay to the
         Company from Royalties received by it, a Royalty of

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         Two and One Half percent (2.5%) of the revenues generated by the
         operation of the System by the Sub-Licencee.

4.7      All amounts payable pursuant to this Agreement shall be made in lawful
         currency of the United States of America. Payment shall be made by way
         of cash, electronic transfer, cheque or money order to the Company at
         its office or such other place as the Company shall designate, without
         any demand therefor and without any set-off, compensation, abatement
         or deduction whatsoever (unless otherwise agreed to by the parties
         hereto), and irrespective of any claims of any nature which Licencee
         may have against the Company hereunder.

4.8      In the event that any monetary obligation of any nature owed by
         Licencee to the Company is not paid by Licencee when due, Licencee
         shall, in addition to the unpaid monetary obligation, pay to the
         Company interest on such unpaid amounts at a rate equal to the
         standard interbank treasury bill rate in the United Kingdom at the
         time of such default or part thereof until such amounts are totally
         paid.

5.0      DEFAULTS

5.1      In the event of any of the following defaults by Licencee, the Company
         at its option may terminate this Agreement:

         (a)      in the event that Licencee does not assign the rights and
                  licence it has received pursuant to this Agreement to the
                  Assignee within 120 days of the date of this Agreement, or
                  the date at which the System and its software is operating in
                  the USA or United Kingdom, whichever is the later; or

         (b)      in the event that the Licencee or Assignee fails to make
                  Royalty payments due within 21 days of the Company providing
                  Licencee or Assignee with written notice that it is default
                  in making such payments when they become due; or

         (c)      in the event that the Prepayment of Royalty of One Hundred
                  Thousand ($100,000) dollars referred to in Paragraph 4.4
                  herein is not paid in full within eighteen (18) months of the
                  date of this Agreement; or

         (d)      in the event that amount of gross revenues earned by the
                  Assignee from the operation of the System do not reach One
                  (1) million dollars within 24 months after United Kingdom
                  website and System is operational in the United Kingdom;

         (e)      in the event that amount of gross revenues earned by the
                  Assignee from the operation of the System do not reach One
                  (1) million dollars during each twelve month period
                  commencing 24 months after System is operational in the
                  United Kingdom;

5.2      The time referred to in items 5.1 (d) and (e) above shall not accrue
         during time of interruption to the operation of the System due to
         software malfunction of the System.

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5.3      In the event of item 5.1 (d) above occurring, the Licencee shall have,
         at its option, the right to avoid termination of the Licence by the
         payment to the Company of an additional sum, so that the total amounts
         paid by the Licencee within 24 months after System is operational in
         the United Kingdom shall equal Twenty-five Thousand (25,000) dollars.

5.4      In the event of item 5.1 (e) above occurring, the Licencee shall have,
         at its option, the right to avoid termination of the Licence by the
         payment to the Company of an additional sum, so that the total amounts
         paid by the Licencee for each Period commencing 24 months after System
         is operational in the United Kingdom shall equal Twenty-five Thousand
         dollars.

6.0      ACCOUNTING, RECORDS, REPORTS AND AUDITS

6.1      Licencee hereby undertakes and agrees to maintain such books and
         records and to submit such reports to the Company as are specified in
         this Agreement or as otherwise may reasonably be required by the
         Company from time to time so that all amounts owing hereunder to
         the Company may be readily and accurately determined.

6.2      Licencee shall submit to the Company a report of the Gross Revenue for
         each Period, in the forms prescribed by the Company and setting out
         specifically and total Gross Revenue for the Period. Such report shall
         be submitted on or before the forty-fifth (45th) day following the end
         of each Period along with outstanding Royalties owed for that Period.

6.3      In addition, Licencee shall submit to the Company as soon as
         practicable and in any event within one hundred and twenty (120) days
         of the Licencee's business year, a balance sheet for the business
         conducted pursuant to the terms and conditions of this Agreement as at
         the close of such fiscal year, together with a statement of earnings
         and retained earnings and a statement of source and application of
         funds for such fiscal year, setting forth in comparative form the
         corresponding figures for the previous fiscal year and (if requested
         in writing by the Company) audited by a reputable firm of UK
         independent chartered accountants or certified general accountants.

6.4      Licencee acknowledges that the foregoing financial information and
         reports relating to the Licencee's operation of the System will be
         furnished by it solely for the information of the Company, and the
         Company undertakes no obligation to review such financial information
         or reports or to advise Licencee in connection therewith. The receipt
         and/or use by the Company of any report or statement provided by
         Licencee pursuant to this Paragraph 6.4 or the acceptance of payment
         of any fee based thereon, shall neither constitute acceptance of such
         report or statement or of the fee payable with respect to any period,
         nor constitute a waiver by the Company of any obligations of the
         Licencee herein and the said receipt and/or use shall be without
         prejudice to the Company's right to examine all the Licencee's books
         and records with respect to the business carried on by the Licencee in
         connection with this Agreement;

6.5      Licencee undertakes and agrees to keep full accounts and complete
         books and records relating to the operations carried on by Licencee
         under this Agreement, to be preserved and kept available

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         at its offices in the United Kingdom, for a period of not less than
         two (2) years. The Company shall have the right, at any time during
         business hours and without prior notice, to inspect and audit or cause
         to be inspected and audited the business books and records of the
         Licencee and the books and records of any corporation or partnership
         which is a shareholder of Licencee, to the extent that such books and
         records relate to the business carried on pursuant to this Agreement.
         Licencee shall fully co-operate with representatives of the Company
         and the independent accountants hired by the Company to conduct any
         such inspection or audit. If any such inspection or audit shall
         disclose the understatement of amounts owing by the Licencee to the
         Company for any period, Licencee shall pay to the Company on account
         of such understatement. Further, if such inspection or audit is made
         necessary by Licencee to furnish reports, financial statements, tax
         returns or any other documentation or information as herein provided,
         or if an understatement of amounts owing to the Company for any period
         is determined by any such inspection or audit to be greater than five
         percent (5%), the Licencee shall promptly reimburse the Company for
         the cost of such inspection or audit including the reasonable charges
         of any independent chartered accountant or certified general
         accountant and the travel expenses, room and board of any employees or
         agents of the Company incurred in such inspection, without prejudice
         to any other rights which the Company may have in the circumstances,
         if the Licencee is at fault.

6.6      The statements and reports referred to in this Paragraph 6.0 shall be
         in such form and style and contain such details and breakdown as may
         reasonably be required by the Company. The Company agrees that all
         such statements and reports shall be held by it in strict confidence
         and neither such statements and reports nor any information derived
         therefrom shall be made available or disseminated to any third party
         without the prior written approval of Licencee;

6.7      As the Assignee will be a public company, its financial records will
         be audited by a recognized independent financial auditor.

6.8      All obligations of the Licencee set out in this Paragraph 6.0 shall
         become the obligations of the Assignee once the assignment anticipated
         herein has completed.


7.0      DUTIES AND OBLIGATIONS OF THE COMPANY

7.1      Promptly after the execution of this Agreement, the Company shall
         furnish Licencee with an appropriate number of copies of its Operating
         Manual together with any technical knowledge and experience then in
         use by the Company including information relating to techniques, as
         well as management and operational information relating to the System.

7.2      The Company shall, subject to prior agreement with respect to time and
         other incidental details, make available to Licencee's designated
         representatives a training course at the Licencee's or Assignee's
         facilities in the United Kingdom, or such other site in Europe that
         the Company shall decide, in all phases of the operation of the System
         including System operation, management, staff training, office
         procedures and cost control. All costs of the training (including
         instructions


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         and materials, but excluding the wages, salaries and/or other
         remunerations of employees of the Company providing training at the
         Company's premises) shall be borne by the Licencee.

7.3      The Company shall supply Licencee with periodic bulletins and
         information concerning various aspects of and improvement(s) to the
         System, including new equipment and product sources and new product
         development, including improvements to all aspects of the System,
         whenever possible and available.

8.0      DUTIES AND OBLIGATIONS OF LICENCEE

8.1      Licencee hereby covenants and agrees:

         (a)       that other than the assignment anticipated in Recital C
                   herein, it shall not sub-license, franchise or otherwise
                   assign any part of this agreement without the prior written
                   approval of the Company, such approval will not be
                   unreasonably withheld nor delayed;

         (b)       to, save and except for use of the Trade Marks as
                   specifically provided herein, carry on business under its own
                   name and enter into any contracts, banking arrangements,
                   mortgages, security documents or other instruments or
                   agreements solely in its own name;

         (c)       Licencee acknowledges and agrees that the maintenance of the
                   standards of quality and uniformity of the System is
                   essential to the integrity, reputation, goodwill, success and
                   continued public acceptance of the System and of the Trade
                   Marks.  Licencee may from time to time adapt the Operating
                   Manual so as to reflect differences in culture, taste,
                   conditions and business realities, provided that (i) all such
                   changes shall have first been approved in writing by the
                   Company, whose approval shall not be unreasonably withheld
                   nor delayed, and (ii) notwithstanding such changes, all
                   material contained in the Operating Manual and so adapted for
                   use by Licencee will remain the property of the Company.  In
                   order that Licencee may benefit from new knowledge and
                   experience acquired by the Company with regard to improved
                   techniques, systems and operations of the System, the Company
                   may from time to time revise the Operating Manual and
                   Licencee agrees to adhere and to abide by all such revisions.

         (d)       not to operate the System or solicit any vendors pursuant to
                   the System outside of the Territory;

         (e)       not to become involved in or use the Trade Marks for the
                   purpose of manufacturing any products or in any venture other
                   than operating the System in the Territory.

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 9.0     ADVERTISING AND PROMOTION

 9.1     Subject to Paragraph 9.2 hereof, Licencee shall have the right to
         conduct such advertising and promotions of Licencee as Licencee shall
         desire, in its reasonable discretion, provided that in any advertising
         or promotions, Licencee shall advertise and promote only in a manner
         that will reflect favourably on the Company, the Trade Marks, the
         System and the good name, goodwill and reputation thereof, and in a
         manner intended to develop customer confidence in the System; and
         Licencee will not conduct any advertising or promotion that is or may
         be deceptive or otherwise misleading;

 9.2     Notwithstanding the foregoing, the Company shall have the right at any
         time to require Licencee to submit to the Company for approval all
         advertising and promotions to be employed by Licencee. Upon any such
         request being made by the Company, Licencee shall forthwith submit
         such advertising and promotions to the Company and until such time as
         the Company shall give its written approval to the use of such
         advertising and promotions, which approval shall not be unreasonably
         withheld or delayed, Licencee shall not employ or use same.


 10.0    TRADE MARKS

 10.1    Licencee acknowledges that, other than the names "word-of-mail" and
         "word-of-mail.com" which shall be and remain the property of the
         Licencee, the Company is the owner of the Trade Marks and that,
         furthermore, neither this Agreement nor the operation of Licencees
         business will in any way give or be deemed to give the Licencee any
         interest in the Trade Marks except for the right to use the Trade
         Marks solely in the Territory in connection with the System and in
         accordance with the terms and conditions of this Agreement. Licencee
         shall not use the Trade Marks or any contraction, variation or
         abbreviation thereof in any manner calculated to represent that it is
         the owner of the Trade Marks. Neither during the Term of this
         Agreement nor at any time after termination hereof, shall Licencee,
         either directly or indirectly, dispute or contest the validity or
         enforceability of the Trade Marks, attempt any registration thereof
         anywhere in the world, or attempt to dilute the value of any goodwill
         attaching to the Trade Marks. Any goodwill associated with the Trade
         Marks of the Company shall enure exclusively to the benefit of the
         Company as the case may be.

 10.2    The Company acknowledges that the trade marks, trade names or domain
         names "word-of-mail" and "word-of-mail.com" (the "Names") are the
         property of the Licencee. The Licencee hereby grants to the Company
         the licence to use the Names anywhere other than the Territory and any
         additional territories in which the Company has given Licence(s) or
         Option(s) as set out in this Agreement.


 11.0    INDEMNIFICATION

 11.1    Licencee hereby agrees to indemnify and save the Company and Greenchip
         Investments PLC harmless from any and all liabilities, losses, suits,
         claims, demands, costs, fines and actions of






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         any kind or nature whatsoever to which the Company and/or Greenchip
         Investments PLC shall or may become liable for or suffer as a result
         of or in connection with or arising from Licencee's business conducted
         pursuant to the right and license granted under this Agreement.

 11.2    In the event that the Company and/or Greenchip Investments PLC shall
         be made a party to any litigation commenced by or against Licencee,
         Licencee shall indemnify and save the Company and/or  Greenchip
         Investments PLC harmless against all losses, damages or claims
         whatsoever arising therefrom and shall pay all costs and expenses,
         including reasonable legal fees and expenses incurred or paid by the
         Company and/or Greenchip Investments PLC, in connection with such
         litigation. Furthermore, if it is established that Licencee has failed
         to substantially comply with any of the terms and conditions of this
         Agreement, Licencee hereby agrees to pay all costs and expenses,
         including reasonable legal fees that may be incurred or paid by the
         Company and/or Greenchip Investments PLC, in enforcing the Company's
         and/or and Greenchip Investments PLC's rights and remedies under this
         Agreement, in the event that the Licencee is at fault.

 11.3    The parties hereto agree that the obligations set out in Paragraphs
         11.1 and 11.2 above are only with respect to any Business carried on
         prior to the assignment of this Agreement to the Assignee. By
         accepting the assignment of the Licence granted under this Agreement,
         the Assignee will become liable for all the obligations of the
         Licencee set out in this Agreement including those set out in
         Paragraphs 11.1 and 11.2 above with respect to any Business carried on
         after the said assignment.


 12.0    TERMINATION

 12.1    This Agreement shall terminate upon the expiration of the Term set out
         above subject to earlier termination for cause as set out in paragraph
         12.2 below.

 12.2    In addition to paragraph 12.1 above, the Company shall have the right
         at any time to terminate this Agreement and the right and license
         granted to Licencee forthwith and without notice, upon the happening
         of any one or more of the following events:

         (a)      if Licencee makes any default pursuant to Paragraph 5.1
                  herein;

         (b)      if Licencee fails or refuses to submit promptly the financial
                  information that the Company requires of Licencee in
                  accordance with the terms of this Agreement and such default
                  shall continue for a period of Thirty (30) days after written
                  notice thereof has been given by the Company to Licencee;

         (c)      if Licencee  shall  intentionally  underreport  monies
                  payable to the Company under the terms of this Agreement or
                  falsify other relevant financial information;


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         (d)      if Licencee ceases to carry on business, or takes any action
                  to liquidate its assets, or stops making payments in the
                  usual course of business, provided that the foregoing shall
                  not be construed so as to prohibit a bona fide reorganization
                  of Licencee;

         (e)      if Licencee makes an assignment for the benefit of creditors,
                  or a petition is filed against and is consented to by
                  Licencee, or such petition is not dismissed within Thirty
                  (30) days, or Licencee is adjudicated bankrupt, or if
                  Licencee makes a proposal to its creditors;

         (f)      if a custodian, receiver, manager or any other person with
                  like powers shall be appointed to take charge of and
                  liquidate all or any part of Licencee's undertaking,
                  business, property or assets, or if an order shall be made or
                  resolution passed for the winding up or the liquidation of
                  Licencee or if Licencee adopts or takes any corporate
                  proceedings for its dissolution or liquidation or if the real
                  or personal property of Licencee shall be sold after seizure
                  thereof by any sheriff, bailiff or any other offer of justice;

         (g)      if Licencee should fail to comply with any other material
                  requirement or obligation imposed upon Licencee by this
                  Agreement and such default shall not be cured within Thirty
                  (30) days after receipt of written notice to cure from the
                  Company, or if Licencee does not take and diligently pursue
                  reasonable steps to cure such default if such default be of
                  such a nature that more than Thirty (30) days are required
                  for performance;

         (h)      if Licencee has knowingly misrepresented any material fact to
                  the Company concerning Licencee, Licencee's financial
                  position, business activities or performance of this
                  Agreement. "Knowingly misrepresented" means that Licencee
                  made a representation to Company which Licencee knew was not
                  true or accurate or which Licencee should have known was not
                  true or accurate.

12.3     The Licencee may surrender to the Company the Licence granted by this
         Agreement by giving three months notice in writing to the Company.

12.4     Upon termination of this Agreement by the Company or surrender of the
         Licence by the Licencee, the Licencee shall pay to the Company any
         unpaid royalty owing up to the date of such termination or surrender
         and shall have no further obligation whatsoever to the Company.

13.0     NONDISCLOSURE AND NONCOMPETE

13.1     The Company may furnish Licencee with confidential information
         relating to the business of the Company and it is understood and
         agreed that the disclosure of such information may be detrimental to
         the interests of the Company. Licencee will keep any and all
         confidential information completely confidential and will not disclose
         same to any person, partnership or company without the Company's prior
         written permission. This obligation shall survive the termination of
         this Agreement and Licencee shall within Seven (7) days of the written
         notice of the Company return all copies of any written confidential
         information in Licencee's possession. The covenants contained in this
         paragraph 13.1 will not apply to confidential information which


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         is in the public domain prior to the time it is disclosed by Licencee
         or which is previously known to the third party to which it is being
         divulged.

13.2     Licencee hereby covenants and agrees that for a period of Two (2)
         years after (i) the end of the term of this Agreement, or (ii) after
         the date of termination of this Agreement pursuant to the terms and
         conditions of this Agreement, whichever is the sooner, Licencee shall
         not, directly or indirectly, participate in any way in operating a
         business venture which is the same as the business of the Company in
         any territory which the Company is operating the System.


14.0     ARBITRATION

14.1     Any dispute, difference or question which may arise at any time
         hereinafter between the Company and Licencee, touching on the true
         construction of this Agreement and the respective rights and
         obligations of the parties hereto to the other shall be referred to
         and settled by binding arbitration under the International Chamber of
         Commerce Arbitration Rules. No arbitration shall be commenced until
         the aggrieved party shall send to the other party a written notice
         describing the problem and stating a proposed solution ("Settlement
         Notice"). For Thirty (30) days after the sending of the Settlement
         Notice, the parties shall try to settle the dispute in good faith.
         During this Thirty (30) day settlement period, each party shall send
         to the other an additional written notice with further proposal for
         resolving the dispute and responding in detail to the last proposal of
         the other party. The contents of the Settlement Notice and of all
         discussions and writings during the Thirty (30) day settlement period
         shall be without prejudice and shall be privileged as settlement
         discussion and may not be used in any legal proceedings or
         arbitration. The place of arbitration shall be London, England. One
         impartial arbitrator shall be appointed. Judgement on the Arbitral
         award may be entered in any court having jurisdiction. The parties
         hereby waive all defences as to personal jurisdiction, venue and
         sovereign immunity from attachment, exception and jurisdiction in any
         proceeding to confirm or enforce the award. The party who brings any
         proceeding to enforce the award and prevails shall be paid its full
         costs and attorney fees by the other party. The laws of the United
         Kingdom shall govern all issues during the arbitration. The decision
         of the Arbitrator shall be final and binding on the parties herein.


15.0     NO PARTNERSHIP OR AGENCY RELATIONSHIP

15.1     This Agreement does not constitute the Licencee as a partner or an
         agent of the Company for any purpose whatsoever.


16.0     BUSINESS AND OPERATIONS OF THE ASSIGNEE

16.1     The Company and the Licencee acknowledge and agree that it is their
         mutual intention to jointly carry on the Business through the
         Assignee. They further acknowledge and agree that they will use all of
         their resources to the best of their abilities to further the success
         of the Business as carried on by the Assignee.

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16.2     The Company and the Licencee agree that both the Company and Greenchip
         Investments PLC shall have representation on the board of directors
         of the Assignee proportional to their respective shareholdings, and
         that the Company and Greenchip Investments PLC agree to vote their
         respective shares for each others nominees to the board of directors.

16.3     The Company and Greenchip Investments PLC acknowledge and agree that,
         once they have each received 25% and 50% respectively of the issued
         and outstanding shares in the capital of the Assignee as anticipated
         herein, any issuances to either party of additional shares from the
         treasury of the Assignee shall only be made with the approval of both
         the Company and Greenchip Investments PLC.

17.0     OPTION

17.1     The Company hereby grants to the Licencee the Option attached to this
         Agreement as Appendix A.

18.0     DISCLOSURE BY COMPANY, CROSS LICENCE BY LICENCEE

18.1     The Company will at all times and from time to time make complete and
         full disclosure to the Licencee of all the aspects of the System
         including related technology and software which Licencee requires in
         order to adequately operate and market the System and shall promptly
         identify and label and of the Company's improvements and additions to
         the System. The Licencee shall be entitled to use and exploit the
         Company's improvements and additions which will be included within the
         definition of the System used in the Business.

18.2     The Licencee will at all times and from time to time make complete and
         full disclosure to the Company of all improvements and additions to
         the System and which relate to the Business which are acquired or
         developed by the Licencee ("Licencee's Improvements"). The Licencee
         agrees that all Licencee's Improvements are deemed to be made or
         acquired by the Licencee as agent and trustee for the Company and all
         Licencee's Improvements shall form part of the System and shall be the
         property of the Company. The Licencee shall be entitled to use and
         exploit such Licencee's Improvements in the Business during the
         continuance of this Agreement.

19.0     GENERAL

19.1     This Agreement contains the entire agreement of the parties hereto and
         replaces any prior written or oral agreements between them concerning
         the subject matter contained herein. There are no representations,
         agreements or understandings, oral or written, between the parties
         hereto or with any third parties, relating to the subject matter
         contained in this Agreement, which are not fully expressed herein, and
         this Agreement, or any part thereof, can only be modified by a written
         instrument executed by all of the parties hereto.


<PAGE>   13


                                       13



19.2     Any provision of this Agreement which is declared unlawful or
         unenforceable by a Court of competent jurisdiction shall not affect
         any other provision herein.

19.3     A waiver or breach of any provision of this Agreement shall not
         constitute a waiver or breach of any other provision and the balance
         of the Agreement shall remain in full force and effect.

19.4     This Agreement shall be binding and enure to the benefit of the heirs,
         personal representatives, successors and permitted assigns of the
         parties hereto.

19.5     This Agreement shall be governed by and be interpreted in accordance
         with the laws of the United Kingdom.

19.6     Except as herein provided, this Agreement shall not be assigned by
         Licencee or otherwise amended, changed or modified or any provision
         thereof waived or discharged except by the written consent of the
         parties hereto.


20.0     NOTICES

20.1     Notice shall be deemed given upon receipt of the Notice in writing by
         the recipient via registered mail to the recipient's principal place
         of business.


IN WITNESS WHEREOF the parties hereto have set their hand and seal as of the
day and year first written above.



MEGACHAIN.COM LTD.                                GREENCHIP INVESTMENTS PLC.



Per: /s/ Tom Lavin                                Per: /s/ Ian H. Burne
    ------------------------                          ----------------------
     Tom Lavin                                         Ian H. Burne
     President and CEO                                 Director