<PAGE>


                                                                   Exhibit 10.27

                                    LICENSE AGREEMENT

         THIS LICENSE AGREEMENT ("Agreement") is made and entered into this 10th
day of January , 2002, (the "Effective Date") by and between MediaBin, Inc., a
corporation formed and existing under the laws of the State of Georgia ("MBI"),
and Iconquest, LLC, a limited liability company formed and existing under the
laws of the State of Georgia ("IQ"). MBI and IQ are each referred to as a
"Party" and are collectively referred to as the "Parties" in this Agreement.

                                    RECITALS

         WHEREAS, IQ desires to license, further develop, use and distribute
certain MBI Technology (defined below) and MBI desires to license MBI Technology
to IQ for such use subject to the terms and conditions provided herein;

         NOW THEREFORE, in consideration of the covenants set forth herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound, the Parties hereby agree
as follows:

Section 1.  Definitions

         As used in this Agreement, and in addition to any other terms defined
in this Agreement, the following terms shall have the meanings described below.

         "Affiliates" means with respect to a Party, any entity or entities
          ----------
which are directly or indirectly controlled by such Party, where for the
purposes of this definition, control means ownership of 50% or more of that
entity's or Party's, as the case may be, voting securities.

         "Confidential Information" means information in whatever form, other
          ------------------------
than Trade Secrets, that is of value to its owner and is treated as
confidential.

         "End User" means a person or entity who has entered into an End User
          -------
Agreement.

         "End User Agreement" has the meaning set forth in Section 4.2.2.
          ------------------

         "Intellectual Property Infringement" means an infringement of one or
          ----------------------------------
more: (a) United States patents; (b) patents issued to any person or entity by a
patent office in Japan or any member country of the European Union; (c)
copyrights; (d) trademarks, service marks, or trade names; and (e) trade
secrets.

         "MBI Technology" means the Technical Material (as defined herein) and
          --------------
the software, in machine and human readable forms, listed in Appendix A.

         "Net Revenue" means all fees received by IQ or its Affiliates for the
          -----------
sale, license or lease of the Developed Products (as defined in Section 2.1.2);
less any taxes, tariffs and shipping and handling charges actually paid that are
specific to the Developed Products. Net Revenue does not include any revenue
attributed to (a) maintenance, development or other services provided by IQ or
its Affiliates, or (b) amounts which are covered under other agreements between
IQ and MBI. If a Developed Product is sold or licensed with another product (the
"Other Product") and the Developed Product and the Other Product are offered
separately by IQ (in the contemplated transaction or any other transaction with
any End User), then only the fees from the sale, license or lease of the
Developed Product (and not the Other Product) are included in the definition of
Net Revenue. If a Developed Product is sold or licensed with an Other Product
and the Developed Product and the Other Product are not offered separately
by IQ (in the contemplated

<PAGE>

transaction or any other transaction with any End User), then the fees from the
sale, license or lease of the Developed Product and the Other Product are
included in the definition of Net Revenue.

         "Owner" refers to the Party disclosing Proprietary Information
          -----
hereunder, whether such Party is MBI or IQ and whether such disclosure is
directly from Owner or through Owner's employees or agents.

         "Proprietary Information" means all Trade Secrets and Confidential
          -----------------------
Information of the owner of such information.

         "Recipient" refers to the Party receiving any Proprietary Information
          ---------
hereunder, whether such Party is MBI or IQ and whether such disclosure is
received directly or through Recipient's employees or agents.

         "Technical Material" means the drawings, diagrams and textual material
          ------------------
indicated on Appendix A.

         "Trade Secrets" means information constituting a trade secret within
          -------------
the meaning of Section 10-1-761(4) of the Georgia Trade Secrets Act of 1990,
including all amendments thereafter adopted.

                               Section 2. License

     2.1    License Grant. MBI grants to IQ the following rights and licenses,
            -------------
            all of which are non-exclusive, all of which are limited, and all of
            which are non-transferable except as expressly permitted in Section
            10.2, as set forth below:

     2.1.1  Development License. MBI grants to IQ the right and license to
            -------------------
            compile, display, use, copy, modify, enhance and otherwise make
            derivative works of the MBI Technology to research, develop and
            otherwise create and manufacture hardware and software products (the
            "Development Rights"). IQ may exercise the Development Rights
            through third party contractors who enter into a written agreement
            with IQ prior to exercising any of the Development Rights, which
            shall provide, at a minimum, for the third party contractor's
            agreement to (i) maintain the confidentiality of all MBI Proprietary
            Information pursuant to the requirements of Section 5; and (ii) only
            use the MBI Technology to provide services to IQ and for no other
            purpose. IQ may not assign or sublicense the Development Rights in
            whole or in part.

     2.1.2  Distribution License. MBI grants to IQ a license, with right of
            --------------------
            sublicense, to use, copy, lease or otherwise distribute to End
            Users, directly or through intermediate companies, on any media, the
            MBI Technology, in executable form only, in hardware and software
            products created pursuant to the Development Rights (each, a
            "Developed Product" collectively, the "Developed Products"). The
            foregoing rights are referred to in this Agreement as the
            "Distribution Rights." The exercise of the Distribution Rights, in
            whole or in part, are conditioned upon (i) IQ's payment of the
            payment described in Section 3 that are applicable to the exercise
            of the Development Rights; (ii) any End User who receives a
            Developed Product in software form entering into an End User
            Agreement, or any intermediate company entering into a license that
            complies with the terms of this Agreement; and (iii) the Developed
            Product not competing with any MBI MediaBin products offered by MBI
            as of the Effective Date.

     2.1.3  Distribution to U. S. Government. IQ has, in addition to the rights
            --------------------------------
            of Section 2.1.2, the right to enter into agreements with the United
            States Government, its departments, its agencies and other United
            States Government entities ("USG") for research and development
            which may result in Developed Products and require the delivery of
            such Developed Products and source code of such Developed products
            to USG subject to such terms and conditions as required by USG for
            such contracts provided such Developed Products do not compete with
            any MBI MediaBin products offered by MBI as of the Effective Date.
            IQ may only provide the MBI Technology, in whole or in part, to USG
            pursuant to (1) a written agreement with USG that (x) identifies the
            MBI Technology and the


<PAGE>

            intellectual property rights in or related to the MBI Technology;
            (y) includes a statement that the MBI Technology exists prior to the
            effective date of IQ's agreement with USG, and (z) states that all
            rights in or related to the MBI Technology are reserved by MBI
            except for the limited license rights granted pursuant to the
            License Agreement dated January 10, 2002 between MediaBin, Inc. and
            Iconquest, LLC; and (2) any and all other limitations set forth and
            this Agreement with respect to the MBI Technology. MBI makes no
            warranty, guarantee or representation that IQ has the right to
            charge, invoice or otherwise request payment from the USG, for any
            license, lease, sale or other provision of any MBI Technology that
            has been developed, generated, prepared or provided under any
            contract or agreement with the USG (including without limitation the
            United States Air Force). IQ acknowledges and agrees that the USG
            may have the right to disclose and use such MBI Technology and that
            such disclosure or use could eliminate the ability to maintain such
            MBI Technology as Proprietary Information.

     2.1.4  Right to Escrow. Notwithstanding Section 2.1.2, if IQ is required by
            ---------------
            a license or sublicense agreement issued pursuant to Section 2.1.2.
            to deposit the source code for a Developed Product, then IQ may
            deposit those portions of the source code of the MBI Technology that
            are included in the Developed Product (the "Source Code"). The
            Source Code may only be released to the End User pursuant to the
            terms of an escrow agreement with an escrow agent and only in the
            event that IQ is unable to complete IQ's obligations pursuant to a
            written agreement with the End User which reasonably requires access
            to the Source Code. As a condition to End User receiving the Source
            Code, IQ shall restrict the End User by written agreement from using
            the Source Code for any purpose other than to maintain the current
            version of the Developed Product licensed to End User.

     2.1.5  World-Wide Rights. The rights and licenses granted in this Section
            -----------------
            2.1 are for exploitation throughout the world and via any satellite
            or other system serving Earth, subject to the terms hereof and to
            compliance by IQ with all applicable export and legal regulations
            and laws relating to the export of products developed with the MBI
            Technology.

     2.2    Term of License. The rights and licenses granted in Section 2.1
            ---------------
            shall become effective upon the Effective Date. The licenses granted
            herein and the corresponding obligation to pay royalties in respect
            thereof shall continue until the termination of this Agreement
            pursuant to Section 9; provided, however, that IQ's obligation to
            pay royalties for Developed Products distributed prior to the
            effective date of the termination of this Agreement shall continue
            in full force and effect after such termination.

                               Section 3. Payments

     3.1    Royalty Payments.
            ----------------

     3.2.1. IQ shall pay to MBI, on a calendar quarterly basis, an amount (the
            "Royalty Payment") equal to 5% of all Net Revenue for the reported
            calendar quarter.

     3.2.2. Royalty Payments and reports explaining the calculation of such
            Royalty Payments under the terms hereof shall be made by IQ to MBI
            within forty-five (45) days after the last day of each calendar
            quarter. Each such payment shall consist of the Royalty Payment
            calculated for the immediately preceding calendar quarter and shall
            be payable in accordance with the terms set forth in Section 3.4.
            Reports will be due for each calendar quarter during the term of
            this Agreement even if no amount in Royalty Payment is due for the
            reported calendar quarter.

     3.3    License Fee Payment. Upon execution of this Agreement, IQ shall pay
            -------------------
            MBI a one-time license fee payment of One Hundred and Fifty Thousand
            Dollars ($150,000) for the licenses granted by MBI to IQ under
            Section 2

<PAGE>


            above and copies of the software and Technical Material supplied to
            IQ under Section 4. This license fee payment is non-refundable,
            nonassessable and fully earned when delivered to MBI.


<PAGE>


     3.4    Payment Method. IQ shall remit all payments due to MBI hereunder so
            --------------
            that MBI receives such amount according to the following
            instructions or other such instructions as may be provided by MBI:

         Account Name:                         MediaBin, Inc.
         Account Number:
         Bank Name:
         ABA Number:
         Special Instructions:                 Please Notify Haines Hargrett
                                               @ 404-264-8000 upon receipt.


         MBI shall remit all payments due to IQ hereunder so that IQ receives
such amount according to the following instructions or other such instructions
as may be provided by IQ:


         Account Name:                         Iconquest, LLC.
         Account Number:                       To Be Provided
         Bank Name:                            To Be Provided
         ABA Number:                           To Be Provided
         Special Instructions:                 To Be Provided

     3.5    Taxes. All payments set forth in this Section 3 are exclusive of
            -----
            taxes. Each Party, and its Affiliates as the case may be, shall be
            responsible for all taxes, levies and assessments relating to the
            exercise of its rights, licenses and obligations hereunder,
            including but not limited to, sales and use taxes. Neither Party
            shall have any obligation with respect to taxes owing by the other
            Party for payments received hereunder. Both MBI and IQ shall be
            governed in their actions in various worldwide jurisdictions by the
            relevant tax laws in each such jurisdiction, and each Party shall
            have no liability relating to the application of such tax laws to
            the other Party hereto to the other.

                             Section 4. Obligations

     4.1    MBI Obligations.
            ---------------

     4.1.1  Technology Delivery. Promptly after the Effective Date, MBI will
            -------------------
            provide the MBI Technology in printed form or on CDs as indicated in
            Appendix A. MBI makes no guarantees that the MBI Technology
            ----------
            delivered in source code form is sufficiently complete to be
            compiled into executable form. In the event that the MBI Technology
            delivered in source code form is not sufficiently complete to be
            compiled into executable form, then upon at least two (2) business
            days notice, MBI will provide IQ's employees reasonable access to
            MBI's records during MBI's normal business hours for IQ to determine
            if there is more complete information and MBI will provide any such
            information reasonably requested by IQ that MBI is able to disclose
            to the extent that such information already exists.

     4.1.3  No Support. MBI has no support obligations of any kind to IQ or the
            ----------
            End Users with regard to the MBI Technology.


     4.2    IQ Obligations.
            --------------

     4.2.1  Support. IQ agrees to use commercially reasonable efforts to support
            -------
            the End Users.

<PAGE>


     4.2.2  End-User Agreement. The written or electronic license agreement
            ------------------
            required by Section 2.1.2 ("End User Agreement") shall include terms
            which:

           (a)   prohibits, or specifically authorizes the terms of further
                 copying,

           (b)   prohibits disassembly, decompilation or reverse engineering;

           (c)   includes a statement substantially similar to the following:

                 "Product(s) provided under this agreement contains portions of
                 program code and other intellectual property rights of third
                 parties and each such third parties shall be entitled to
                 enforce this license as an intended third party beneficiary.
                 ALL SUCH THIRD PARTIES (INCLUDING MEDIABIN, INC.) EXPRESSLY
                 DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE USE
                 OF SUCH PRODUCTS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES
                 OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                 PURPOSE. In no event shall any such third party, including
                 MediaBin, Inc., have any liability, whether direct, indirect,
                 incidental, consequential, statutory, exemplary or otherwise,
                 to Licensee arising in connection with this License, the use of
                 the Product(s), or the inability to use Product(s)";

           (d)   with respect to MBI Technology included in a Developed Product
                 in a form that is other than hardware, includes a provision
                 that terminates the End User's license and right to maintain
                 possession of the MBI Technology upon the End User's breach of
                 any material provision of the End User Agreement;

           (e)   does not grant any rights in the MBI Technology that are
                 inconsistent or contrary to MBI's rights in the MBI Technology
                 as stated in this Agreement;

           (f)   with respect to MBI Technology included in a Developed Product
                 in a form that is other than hardware, restricts the transfer
                 of the Developed Product only to third parties who agree to be
                 bound by the term of the End User Agreement;

           (g)   does not impose any liabilities upon MBI and does not grant any
                 warranty to the End User on behalf of MBI; and

           (h)   include notice of patents pending or issued patents that MBI
                 advises IQ are applicable to the MBI Technology.

     4.2.3  Records. IQ shall maintain accurate records regarding license,
            -------
            sublicense, distribution and use permitted under this Agreement and
            the Royalty Payments owed under Section 3. MBI shall have the right,
            upon reasonable notice but not to exceed two instances during any
            twelve-month period, to engage a certified public accountant to
            review such records during IQ's normal business hours.

     4.2.4  Government Distribution. In addition to the requirements in Section
            -----------------------
            2.1.3 and Section 4.2.2, IQ will include the following provision in
            each End User Agreement with a government entity for those Developed
            Products that are a "commercial item" as that term is defined at 48
            C.F.R. ss. 2.101 ("Commercial Item"):

            "The [Insert name of Developed Product] is confidential property of
            Iconquest, LLC and its licensors and affixing the following notice
            is not an admission of the intention to, or fact of, publication.
            COPYRIGHT ICONQUEST, LLC ALL RIGHTS RESERVED. PATENT(S)

<PAGE>


            PENDING, MEDIABIN, INC., U.S. GOVERNMENT RESTRICTED RIGHTS. The
            [Insert name of Developed Product] is a "commercial item" as that
            term is defined at 48 C.F.R.ss. 2.101, consisting of "commercial
            computer software" and "commercial computer software documentation"
            as these terms are used in 48 C.F.R.ss.12.212. Consistent with 48
            C.F.R.ss.12.212 and 48 C.F.R.ss.ss.227.7202-1 through 227.7202-4,
            all U.S. Government end users acquire the Product with only those
            rights set forth therein. Contractor/manufacturer is Iconquest, LLC,
            3525 Piedmont Road, Seven Piedmont Center, Suite 600, Atlanta,
            Georgia, 30305."

                  Subject to the requirements in Section 2.1.3 and Section 4.2.2
         and the license limitations set forth in this Agreement, IQ may deliver
         noncommercial Developed Products pursuant to DFARS 252.227-7013 (Rights
         in Technical Data-Noncommercial Items), DFARS 252.227.7014 (Rights in
         Noncommercial Software and Noncommercial Software Documentation) and
         DFARS 252.227-7018 (Rights in Noncommercial Technical Data and Computer
         Software--Small Business Innovation Research (SBIR) Program), as
         applicable.

     4.2.5  Export Regulations. IQ acknowledges and understands that the MBI
            ------------------
            Technology contains technical data and is therefore subject to
            United States export control regulations and regulations of
            countries into which any products may be imported ("Export/Import
            Regulations"). IQ shall comply with all such Export/Import
            Regulations and IQ shall obtain at its expense any and all licenses,
            permits and regulatory approvals required by any and all
            governmental authorities and agencies having jurisdiction over
            export and re-export and import of technical data. To the extent
            permitted by applicable law, IQ will defend, indemnify and hold MBI
            and its respective officers, directors and agents, harmless from and
            against any and all damages and expenses, including legal and
            professional fees, incurred directly or indirectly as a consequence
            of a failure of IQ to comply with any such Export/Import Regulation.
            During the term of this Agreement, MBI shall use commercially
            reasonable efforts to cooperate with and provide reasonable
            assistance to IQ in connection with obtaining such licenses, permits
            and approvals including, without limitation, the disclosure of
            Proprietary Information required in connection therewith provided
            that such disclosure will be made in a manner which will maintain
            the confidentiality of the information disclosed.

                           Section 5. Confidentiality

     5.1    Confidentiality Requirements. Recipient agrees to hold the
            ----------------------------
            Proprietary Information disclosed by Owner in strictest confidence
            and not to, directly or indirectly, copy, reproduce, distribute,
            manufacture, duplicate, reveal, report, publish, disclose, cause to
            be disclosed, or otherwise transfer the Proprietary Information
            disclosed by Owner to any third party, or utilize the Proprietary
            Information disclosed by Owner for any purpose whatsoever other than
            as expressly contemplated by this Agreement. With regard to the
            Trade Secrets, the obligations in this 5.1 shall continue for so
            long as such information constitutes a trade secret under applicable
            law. With regard to the Confidential Information, the obligations in
            this 5.1 shall continue from the initial disclosure of the
            Confidential Information hereunder to Recipient and for a period of
            five years thereafter. The foregoing obligations shall not apply if
            and to the extent that:

           (a)   Recipient establishes that the information communicated was
                 received by Recipient in good faith from a third party lawfully
                 in possession thereof and having no obligation to keep such
                 information confidential; or

           (b)   Recipient establishes that the information communicated was
                 publicly known at the time of Recipient's receipt from Owner or
                 has become publicly known other than by a breach of this
                 Agreement.

     5.2    Identification of Certain Confidential Information. IQ and MBI agree
            --------------------------------------------------
            that the terms of this Agreement is Confidential Information of both
            MBI and IQ. Each Party may release to the public that they have
            entered into this Agreement which includes MBI's licensing of image
            recognition technology to IQ subject to each Party's prior written
            consent, not to be unreasonably withheld, of the content of the
            release. IQ and MBI agree not to issue any press releases

<PAGE>

            mentioning the name of the other Party without the written
            permission of the other Party. Notwithstanding the foregoing, this
            Agreement may be disclosed in whole or in part to the extent
            required by law or regulation, including applicable securities,
            corporate and other laws or regulations of applicable jurisdictions.

                     Section 6. Warranty and Indemnification

     6.1    Warranty Disclaimer. Except as otherwise expressly provided herein,
            -------------------
            IQ ACKNOWLEDGES AND AGREES THAT THE MBI Technology AND ALL OTHER
            MATERIAL WHICH MAY BE PROVIDED BY MBI HEREUNDER ARE PROVIDED "AS
            IS". MBI MAKES NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS TO IQ
            WITH RESPECT TO THE MBI Technology, ANY DOCUMENTATION RELATING
            THERETO, ANY SERVICES PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS
            AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING,
            BUT NOT LIMITED TO, THE IMPLIED WARRANTY OR CONDITION OF
            MERCHANTABILITY AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR
            A PARTICULAR PURPOSE.

     6.2    Warranties. MBI makes no warranty that MBI Technology does not
            ----------
            infringe upon the patents or copyrights of others, except, MBI
            warrants that as of the Effective Date, MBI has no knowledge of any
            claim or opinion that the MBI Technology infringes the patents,
            trademarks, copyrights, or trade secret rights of a third party.

     6.3    Indemnification.
            ---------------

     6.3.1  If notified in writing within ten (10) calendar days of any claim of
            infringement against MBI alleging that IQ's manufacture, use, sale
            or other disposition of MBI Technology is an Intellectual Property
            Infringement, and such allegation is primarily based on (a) designs,
            modifications or selections made by IQ, or (b) the use of the MBI
            Technology in combination with other products not furnished by MBI
            which allegedly constitutes an Intellectual Property Infringement,
            then IQ will defend such action at its expense and will pay, when
            due, the costs and damages awarded against MBI in such action,
            provided that IQ shall have sole control of the defense of such
            action, and all negotiations for its settlement or compromise. No
            settlement agreement or compromise shall be made by IQ without the
            prior consent of MBI, which consent shall not be unreasonably
            withheld or delayed. MBI agrees to cooperate with IQ in the defense
            of any such action and IQ agrees to reimburse MBI for any reasonable
            out-of-pocket costs associated with such cooperation. MBI at its own
            expense, shall be permitted to participate in such defense, subject
            however to the control thereof by IQ.

     6.3.2  If notified in writing within ten (10) calendar days of any if of
            infringement against IQ alleging that exercise of its rights with
            respect to the MBI Technology as set forth herein is an Intellectual
            Property Infringement, and such allegation is based on the
            authorized use of MBI Technology as it is delivered to IQ hereunder,
            then MBI will defend such action at its expense and will pay, when
            due, the costs and damages awarded against IQ in such action,
            provided that MBI shall have sole control of the defense of such
            action, and all negotiations and agreements for its settlement or
            compromise. MBI shall have no obligation to defend, indemnify or pay
            for any liability arising from (a) designs, modifications or
            selections made by IQ, (b) the use of the MBI Technology in
            combination with other products not furnished by MBI, which
            allegedly constitutes an Intellectual Property Infringement, and (c)
            IQ's continued use and distribution of the MBI Technology after IQ's
            receipt of MBI's written request to cease further use and
            distribution of the MBI Technology after a claim has been made
            alleging that the exercise of IQ's rights with respect to the MBI
            Technology as set forth herein is an Intellectual Property
            Infringement. No settlement agreement or compromise shall be made by
            MBI without the prior consent of IQ, which consent shall not be
            unreasonably withheld or delayed. IQ agrees to cooperate with MBI in
            the defense of any such action and MBI agrees to reimburse IQ for
            any reasonable out-of-pocket costs associated with such cooperation.
            IQ at its own expense, shall be permitted to participate in such
            defense, subject however to the control thereof by MBI.

                       Section 7. Limitation of Liability

<PAGE>

     7.1    MBI LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM MBI'S
            ---------------------------
            BREACH OF THE TERMS OF SECTION 5 OR LIABILITY ARISING FROM MBI'S
            OBLIGATIONS UNDER SECTION 6.3.2, IQ ACKNOWLEDGES AND AGREES THAT
            MBI, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
            EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES WILL HAVE NO LIABILITY TO
            IQ OR TO ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER, WHETHER BASED
            UPON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR
            OTHERWISE ARISING OUT OF THIS AGREEMENT OR THE USE OF, OR INABILITY
            TO USE, THE MBI TECHNOLOGY OR OTHER MATERIAL OR SERVICES OF MBI, FOR
            ANY SUMS IN EXCESS OF $25,000.

     7.2    MBI'S EXCLUSION OF DAMAGES. IQ FURTHER ACKNOWLEDGES AND AGREES THAT
            --------------------------
            IN NO EVENT WILL MBI, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
            OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES BE
            LIABLE TO IQ, AN END USER OR ANY THIRD PARTY FOR ANY SPECIAL,
            GENERAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN
            ANY WAY PERTAINING TO THIS AGREEMENT OR THE RIGHTS OR OBLIGATIONS
            CREATED UNDER THIS AGREEMENT, EVEN IF MBI HAS BEEN NOTIFIED OF THE
            POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.

     7.3    LIMITS ON LIABILITY TO MBI. EXCEPT FOR LIABILITY ARISING FROM IQ'S
            --------------------------
            BREACH OF THE TERMS OF SECTION 5, LIABILITY ARISING FROM IQ'S
            OBLIGATIONS UNDER SECTION 6.3.1 OR LIABILITY ARISING FROM THE
            UNAUTHORIZED USE OF THE MBI TECHNOLOGY, MBI ACKNOWLEDGES AND AGREES
            THAT IQ, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
            EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES WILL HAVE NO LIABILITY TO
            MBI OR TO ANY THIRD PARTY FOR ANY CLAIMS WHATSOEVER, WHETHER BASED
            UPON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR
            OTHERWISE ARISING FROM THIS AGREEMENT FOR ANY SUMS IN EXCESS OF
            $25,000.

     7.4    LIMITATION ON IQ DAMAGES. MBI ACKNOWLEDGES AND AGREES THAT IN NO
            ------------------------
            EVENT WILL IQ, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS,
            DIRECTORS, EMPLOYEES, SHAREHOLDERS OR REPRESENTATIVES BE LIABLE TO
            MBI OR ANY THIRD PARTY FOR ANY SPECIAL, GENERAL, INDIRECT,
            INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY PERTAINING
            TO THIS AGREEMENT OR THE RIGHTS AND OBLIGATIONS CREATED UNDER THIS
            AGREEMENT, EVEN IF IQ HAS BEEN NOTIFIED OF THE POSSIBILITY OR
            LIKELIHOOD OF SUCH DAMAGES OCCURRING.

                          Section 8. Proprietary Rights

IQ acknowledges and agrees that MBI shall retain all right, title and interest
in and to the MBI Technology and all intellectual property rights in or related
thereto, except for the limited rights and licenses granted to IQ by MBI
hereunder. The intellectual property rights in or related to the MBI Technology
include, but are not limited to the following: (1) any patents issued to MBI
prior to the Effective Date with claims that cover the use of the MBI Technology
as authorized in this Agreement ("Issued Patents"); and (2) any patents issued
to MBI after the Effective Date with claims that cover the use of the MBI
Technology as authorized in this Agreement as well as any divisions, reissues,
renewals or time extensions of the foregoing described patent applications that
may be filed by MBI or on MBI's behalf after the Effective Date ("Pending
Patents"). The rights under the Issued Patents and the Pending Patents are
collectively referred to as the "Reserved Patent Rights." This Agreement does
not provide IQ with title or ownership of the MBI Technology, or of the
Technical Material, but only a limited license in accordance with the provisions
of the Agreement. IQ agrees that, except for such limited license, it shall not
assert any right, title or interest in or to the MBI Technology or Technical
Material. IQ will include and not remove all proprietary and copyright notices
and legends including by MBI in its technology. Except for the Reserved Patent
Rights, IQ will own all right, title and interest to any modifications,
additions, improvements or other changes it makes in the MBI Technology and may
separately copyright or patent those modifications, additions, improvement or
other changes in its own name.


<PAGE>

                         Section 9. Term and Termination

     9.1    Term. The term of this Agreement shall commence on the Effective
            ----
            Date and remain in effect unless terminated as provided for in
            Section 9.2 or 9.3 below.

     9.2    Termination for Breach. Either Party may terminate this Agreement at
            ----------------------
            any time upon the giving of written notice:

     9.2.1  In the event that the other Party fails to discharge any obligations
            or remedy any material default under this Agreement for a period
            continuing more than sixty (60) days after the aggrieved Party shall
            have given the other Party written notice specifying such failure or
            default and that such failure or default continues to exist as of
            the date upon which the aggrieved Party gives such notice so
            terminating this Agreement; or

     9.2.2  In the event that the other Party makes an assignment for the
            benefit of creditors, or commences or has commenced against it any
            proceeding in bankruptcy, insolvency, or reorganization pursuant to
            bankruptcy laws or laws of debtor's moratorium. Any exceeding the
            scope of the license provisions of this Agreement, failure to pay
            sums when due, or misappropriation of the Proprietary Information of
            another shall be deemed a material default hereunder.

     9.3    Termination by MBI. If MBI does not receive any Royalty Payments
            ------------------
            during any five (5) year period , then MBI may terminate this
            Agreement by providing IQ sixty (60) days written notice of such
            termination.

     9.4    Effect of Termination. Upon termination of this Agreement:
            ---------------------

           (a)   All rights granted to IQ under this Agreement shall cease on
                 the Termination Date;

           (b)   Section 3, with respect to any payment obligations accruing
                 prior to the termination of this Agreement, and Sections 5, 6,
                 7, 8 and 10 shall continue in full force and effect.

           (c)   Sublicenses granted prior to the termination of this Agreement
                 to End Users to use the MBI Technology as part of a Software
                 Product shall remain in full force and effect;

           (d)   IQ and MBI shall immediately pay any and all amounts due to
                 each other under this Agreement; and

           (e)   IQ shall cease all use of the MBI Technology and Technical
                 Material.


                            Section 10. General Terms

     10.1   Independent Principals. Unless otherwise specified above, this
            ----------------------
            Agreement shall not be construed to create any employment
            relationship, partnership, joint venture or agency relationship
            between the Parties or to authorize any Party to enter into any
            commitment or agreement binding on the other Party. Each Party is
            responsible for its own costs in exercising its rights and
            obligations under this Agreement.

     10.2   No Assignment. Neither Party shall assign, transfer or pledge this
            -------------
            Agreement or its rights hereunder, in any manner, without the prior
            written consent of the other Party, which consent shall not be
            unreasonably withheld, except: (a) as a whole to a
            parent corporation or to an Affiliate; or (b) as part of a merger,
            reorganization or acquisition of

<PAGE>

            all or substantially all of the assets or stock of the assignor, and
            upon the written agreement of the assignee to assume all the
            obligations of the Assignor.

     10.3   No Waiver. The waiver or failure of either Party to exercise any
            ---------
            right provided under this Agreement shall not be deemed a waiver of
            any further rights under this Agreement. A waiver will be effective
            only if given in a writing signed by an authorized officer of the
            Party waiving a right hereunder.

     10.4   Severability. If any provision of this Agreement is held invalid,
            ------------
            illegal or unenforceable by a tribunal or court of competent
            jurisdiction, such invalidity shall not affect the enforceability of
            any other provisions contained in this Agreement, and the remaining
            portions of this Agreement shall be valid and enforceable to the
            fullest extent permitted by applicable law.

     10.5   Force Majeure. No Party shall be in default of any obligation
            -------------
            hereunder if such failure is due to causes beyond such Party's
            reasonable control; and such Party acts diligently in attempting to
            remedy the cause; and such Party promptly gives written notice to
            the other Party of the event of force majeure. In any such event,
            such Party shall be given an additional time to perform equal to the
            delay caused directly by such event.

     10.6   Entire Agreement. This Agreement constitutes the entire Agreement
            ----------------
            between the Parties hereto with respect to the subject matter hereof
            and supersedes all prior agreements, proposals, representations,
            discussions, and understandings, whether verbal or written. This
            Agreement may be amended only by a subsequent writing signed by both
            Parties.

     10.7   Governing Law. This Agreement shall be governed by, construed and
            -------------
            interpreted in accordance with the laws of the State of Georgia,
            without regard to the principles of conflicts of law thereof.

     10.8   Dollars. All amounts referencing Dollars shall mean United States
            -------
            currency.

     10.9   Days. All references to days and Days are calendar days unless
            ----
            specified otherwise.

     10.10  Headings. Headings used in this Agreement are for convenience only
            --------
            and shall not be considered in construing or interpreting this
            Agreement.

     10.11  Binding Effect. This Agreement and the transactions provided for
            --------------
            herein shall be binding upon and inure to the benefit of the
            Parties, their legal representatives, and their permitted
            transferees, successors and assigns.

<PAGE>

     10.12  Notices. All communications required or permitted under this
            -------
            Agreement shall be in writing and either mailed first class, postage
            pre-paid, sent by reputable overnight delivery services (with
            request for written confirmation of receipt), or hand-delivered to
            the Parties at the addresses shown below, or at such other addresses
            as one Party may notify the other of from time to time:


            If to MBI:                        President and CEO
                                              Dave Moran
                                              MediaBin, Inc.
                                              3525 Piedmont Road
                                              Building Seven, Ste. 600
                                              Atlanta, Georgia  30305


            If to IQ:                         Manager
                                              Alan Sloan
                                              Iconquest, LLC
                                              Iterated Systems, Inc.
                                              3525 Piedmont Road
                                              Building Seven, Ste. 600
                                              Atlanta, Georgia  30305

         All notices shall become effective when received by the addressee.

         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives.

                                         ICONQUEST, L.L.C.

                                         By
                                           ------------------------------------
                                           Name:  Alan Sloan
                                           Title: Manager


                                         MEDIABIN, INC.

                                         By
                                           ------------------------------------
                                           Name:  David P. Moran
                                           Title: President and CEO

<PAGE>

                           Appendix A - MBI Technology
<TABLE>
<CAPTION>

I.       TECHNICAL MATERIAL
         ------------------
<S>      <C>                                                           <C>
         A.  MATCHMAKER RELATED
i.       Matchmaker for Windows, Prj.# 331,                            September.1993
ii.      Matchmaker V1.1, Prj. #310                                    May 1992
iii.     Matchmaker for Unix/Irix, Prj. # 384 & #536                   October 1994
iv.      Fractal Transform Research Toolkit, Prj. # 192                November  1991
v.       Fractal Transform Research Toolkit, Prj. # 193                November 1991
vi.      Fractal Compress, Prj. # 198                                  March 1992
vii.     Fractal Processor Feasibility Study                           April 1998
viii.    MMX Evaluation                                                April 1996
ix.      Content Based Image Indexing                                  November 1991
x.       Fractal Transform-Based Automated Image Search                UNDATED
xi.      Image Exploitation                                            UNDATED
xii.     Matchmaker Covers                                             UNDATED

         B.  MONET RELATED
i.       Standalone Content Recognition Demo,                          Jan. 1998
ii.      Air Force Content Recognition Demo,                           Sept 1998
iii.     Monet - Introduction                                          UNDATED
iv.      Air Force Phase I Proposal                                    January 1996
v.       Air Force Phase II Proposal                                   July 1996
vi.      Air Force Phase I Final Report                                November 1996
vii.     Fractal Object Database Final Report & Delivery               May 1999
viii.    Image Query by Object Technology Demo                         July 1997
ix.      AF-SBIR Summary                                               July 1997
x.       Benefits of Content-Based Image Retrieval                     UNDATED
xi.      Economic Benefits of Content-Based Image Retrieval            UNDATED
xii.     Fractal Technology for Content-Based Image Retrieval          UNDATED
xiii.    Video Retrieval with Fractal Based Image Indexing             April 1998
xiv.     Technical Progress Report                                     June 1997
xv.      Large Image Queries with Fractal Based Image Index            April 1998
xvi.     Technical Progress Report                                     April 1998
xvii.    Technical Progress Report                                     August 1997
xviii.   Technical Progress Report                                     July 1997
xix.     Fractal Transform-Based Automated Image Search                UNDATED
xx.      Face Recognition Technology Development Plan                  June 1997

         C.   OTHER
i.       Welcome to Fractals                                           November 1995
ii.      Independent Contractor Agreement                              UNDATED
</TABLE>


<PAGE>

     iii.   Documents and information in electronic form on Alan Sloan's
            computer relating to (a) separation, license and equity agreement
            with MBI; (b) Documents and information in electronic form on Alan
            Sloan's computer relating to preparation of government proposals;
            (c) information and correspondence related to contacts with
            companies since October 2001 relating to materials in this exhibit.

I.  SOFTWARE

1.   Software contained on three (3) CD's dated November 9, 2001 and labeled
     Newco Disk#N, for N = 1, 2 and 3.

2.   Software contained on five (5) CD's dated November 9, 2001 and labeled
     Sdemko Disk#N, for N = 1, 2, 3, 4 and 5.

3.   Software contained on three floppy disks currently at ACR Data Recovery
     Services for MBI Archived Projects #384 and #536 (Matchmaker for Unix and
     Irix).