EXHIBIT 10.5
                                    AGREEMENT

         This Agreement ("Agreement") entered into and effective this __12__day
of July, 2002 (the "Effective Date") is made by and between REZConnect
Technologies., a New Jersey corporation ("REZConnect") and 411 Web Directory,
Inc., a California corporation ("411web"), each being referred to as "Party" and
collectively as the "Parties".

         WHEREAS, The territory covered by this Agreement is the United States
(the "Territory").The Parties' rights and obligations set forth herein relate
only to the Territory;

         NOW THEREFORE, in consideration of their mutual promises made herein,
and for other good and valuable consideration, of which each Party hereby
acknowledges receipt, the Parties, Intending to be legally bound, hereby agree
as follows:

      1. 411web shall provide the following under this Agreement:

         a. 411web hereby grants to REZConnect and its affiliates a limited,
            NONEXCLUSIVE License to the Services and Products as described in
            Schedule A. 411web shall Private-label the Services and Products for
            REZConnect.

         b. 411web agrees to provide all web hosting necessary to provide the
            services required Under this Agreement.

         c. 411web shall provide REZConnect with real time web-based access to
            the Accounting Enterprise System ("AES"), which will allow
            REZConnect to see up to the minute transactions and revenues
            generated from the sale of premium yellow page Listings, premium web
            directory listings, website builder web sites, banner
            Advertisements, domain name registrations and search engine
            submissions on REZConnect sites.

         d. 411web grants to REZConnect a limited, nonexclusive, royalty-free
            license to use the Name, logo, and other trademarks or service marks
            of 411web and/or MyCity (collectively the "411web Trademarks") in
            connection with the sale and/or other Promotion of the Services
            hereunder.

      2. REZConnect shall provide the following under this Agreement:

         a. REZConnect shall provide all the necessary first tier end-user
            customer support Related, to the use of the REZConnect Programs for
            clients referred to or enrolled in The REZConnect Programs.

         b. REZConnect shall pay MyCity the fees outline in Schedule B of this
            Agreement.

         c. REZConnect shall provide all order processing and accounting for
            sales of its Franchises and/or REZConnect Programs.


                                       (1)
<PAGE>


      3. Warranties and Guarantees

         a. Except for any limited warranties expressly set forth in this
            Agreement, 411web makes no warranties hereunder, and expressly
            disclaims all other warranties, express or implied, including
            without limitation, warranties of merchantability and fitness for a
            particular purpose, non-infringement, and implied warranties arising
            from course of dealing or course of performance.

      4. Term and Termination

         a. The term of this Agreement is for five (5) years automatically
            renewable for additional two-year terms, unless 411web or REZConnect
            provides the other party with written notice, within ninety (90)
            days of the annual anniversary of this Agreement.

         b. This Agreement may be terminated by the mutual written agreement of
            the Parties.

         c. Either party shall have the right to terminate this Agreement if the
            other party is in Material breach of this Agreement and fails after
            thirty (30) days written notice to cure any such breach.

         d. Either Party shall have the right to terminate this Agreement in
            writing with at least 30 Days written notice to the other Party upon
            the occurrence of: (i) an assignment by the other Party for the
            benefit creditors; (ii) the filing by the other Party of a petition
            to have it adjudged insolvent, bankrupt or seeking a reorganization
            or liquidation under any law relating to bankruptcy, insolvency or
            receivership; (iii) an appointment of a receiver or trustee for all
            or substantially all of the assets of the other Party unless
            appointed without the other Party's consent, in which case if after
            120 days such appointment has not been vacated or stayed; or (iv)
            the adoption of a plan of liquidation or dissolution by the Board of
            Directors of the other Party;

         e. If termination of this Agreement occurs pursuant to the terms set
            forth in section 4(a) Of this Agreement, all licenses granted
            hereunder shall immediately terminate and each Party shall return or
            destroy all Confidential Information of the other Party in its
            possession. Neither Party shall be liable to the other for damages
            of any sort resulting solely from terminating this Agreement in
            accordance with the terms of this paragraph. All unpaid and
            outstanding revenue share payments due the Parties and all
            licensing, maintenance or customization fees due the Parties as of
            the date of the termination or expiration shall be paid as provided
            herein. All provisions of this Agreement relating to proprietary
            rights, confidentiality, and indemnification as provided herein or
            otherwise, shall survive the termination or expiration of this
            Agreement.

      5. Assignment. Either party may assign this Agreement to an affiliate
            so long as such Affiliate assumes the obligations hereunder, or, in
            connection with a merger or consolidation involving either party or
            a sale of all or substantially all of either party's assets to the
            surviving company or purchaser as the case may be, so long as such
            assignee assumes the obligations of the appropriate party hereunder.


                                       (2)

<PAGE>


      6. Confidentiality and Proprietary Interests

         a. Each Party agrees that during the course of the negotiations for,
            and performance under, this Agreement, information that is
            confidential or proprietary may be disclosed to the other Party,
            including, but not limited to, software, technical processes and
            formulas, source codes, product designs, ideas, sales, cost, and
            other unpublished financial information, product and business plans,
            advertising revenues, usage rates, advertising relationships,
            projections, and marketing data ("Confidential Information"). Except
            as provided in this Agreement, the Parties shall not make any
            disclosure of the Confidential Information to anyone other than its
            employees who have a need to know in connection with this Agreement.
            Neither Party shall make any other use of such information and upon
            the termination or expiration of this Agreement each Party will
            return or destroy all such Confidential Information and material
            (and all copies thereof) in its possession or control. This covenant
            will extend beyond the termination or expiration of this Agreement
            and shall remain effective for two years from the termination or
            expiration date.

         b. 411web agrees that during the term of this Agreement and any time
            thereafter, REZConnect's customer lists shall remain the sole
            property of REZConnect and cannot be utilized for any 411web's
            internal promotions, list enhancements or other promotions by other
            companies without the written permission of REZConnect.

      7. Intellectual Property. Each Party shall retain all right, title and
            interest in and to all of its Works, materials, information or
            inventions (whether or not used in connection with the activities
            contemplated by this Agreement) and all copyrights, patents, trade
            secrets and other intellectual property rights (the "Intellectual
            Property) with respect thereto. Except as otherwise expressly
            provided for herein, no license or other rights shall be granted
            with respect to any Intellectual Property.

      8. Indemnification

         a. Each Party agrees to indemnify, defend, and hold harmless the other
            Party, its directors, officers, employees and agents, and defend any
            action brought against same by a third party with respect to any
            claim, demand, cause of action, debt, liability, or settlement,
            including court costs, reasonable expenses, and reasonable
            attorneys' fees, to the extent that such action is based upon or
            arises out of a claim that(I) if true, would constitute a breach of
            any of that Party's obligations under this Agreement; or (ii) arises
            out of the negligence or willful misconduct of that Party; or (iii)
            conduct of the Party infringed or violated any rights of third
            parties, including without limitation, rights of publicity, rights
            of privacy, patents, copyrights, trademarks, trade secrets, and/or
            licenses.

         b. If either Party entitles to indemnification hereunder (an
            "Indemnified Party) makes an indemnification request to the other,
            the Indemnified Party shall permit the other Party (the
            "Indemnifying Party" to control the defense, disposition or
            settlement of the matter at its own expense; provided that the
            Indemnifying Party shall not, without the consent of the Indemnified
            Party enter into any settlement or agree to any disposition that
            imposes an obligation on the Indemnified Party that is not wholly
            discharged or dischargeable by the Indemnifying Party or imposes any
            conditions or obligations on the Indemnified Party other than the
            payment of monies that are readily measurable for purposes of
            determining the monetary indemnification or reimbursement
            obligations of Indemnifying Party.

                                      (3)

<PAGE>

            The Indemnified Party shall notify Indemnifying Party within 30 days
            of any claim for which Indemnifying party is responsible and shall
            cooperate with Indemnifying Party in every commercially reasonable
            way to facilitate defense of any such claim; provided that the
            Indemnified Party's failure to notify Indemnifying Party shall not
            diminish Indemnifying Party's obligations under this Section 9,
            except to the extent that Indemnifying Party is materially
            prejudiced as a result of such failure. An Indemnified Party shall
            at all times have the option to participate in any matter or
            litigation through counsel of its own selection and at its own
            expense.

      9. Interpretation of Agreement. This Agreement, together with the
             Schedules attached, constitutes the entire agreement between the
            Parties and supersedes all previous communications between the
            Parties, and may not be released, discharged or modified except by
            an instrument in writing signed by the parties. This Agreement is
            made in, and shall be governed by the laws of the State of
            California, regardless of its conflicts of laws provisions. Nothing
            contained in this Agreement shall be deemed or construed as creating
            a joint venture or partnership between the Parties. Neither Party,by
            virtue of this Agreement, is authorized to act as an agent,
            employee, or legal representative of the other. Neither Party shall
            have the power to control the activities and operation so the other
            and their status is, and at all times will continue to be that of
            independent contractors.

      10. Waiver of Jury Trial and Dispute Resolution. Each of the Parties to
            this Agreement hereby agrees to waive its respective rights to a
            jury trial of any disputes, claims or causes of action based upon or
            arising out of this agreement. All disputes arising from or relating
            to this Agreement, including disputes with respect to the validity
            of this Agreement itself will be resolved pursuant to the procedures
            and rules of this section 11. With the exception of disputes
            involving breach of confidentiality, infringement of a Party's
            intellectual property, or other types of claims that cause
            irreparable harm for which injunctive relief through the courts is
            sought by either Party, any dispute, controversy, or claim arising
            under the terms of this Agreement shall be resolved as follows:
            following a written notice by a Party requesting escalation of a
            dispute for resolution, the senior management of both Parties shall
            meet to attempt to resolve such disputes. Following such attempts,
            if senior management cannot resolve the dispute within 30 days, then
            either Party may resort to mediation under the Commercial Mediation
            Rules of the American Arbitration Association (:AAA"). Each Party
            agrees to pay its own fees and costs in connection with the
            mediation and agrees to pay its proportionate share of fees owed to
            AAA in connection with the mediation. If the matter is not resolved
            by mediation within 30 days, either Party may only pursue a remedy
            through binding arbitration in the jurisdiction of Los Angeles,
            California in accordance with the Commercial Arbitration Rules of
            the AAA (the "Rules"). Unless both Parties agree otherwise, the
            arbitrator(s) will render the award within 90-days of appointment.
            Such award will be final when rendered. Judgment on any award
            rendered by the arbitrators under this Section 11 may be entered in
            any court having jurisdiction thereof. Any court having jurisdiction
            will enforce as a binding and final arbitral award any interim
            measures ordered by the arbitrator(s). In the event that any matter
            results in arbitration or legal proceeding, the prevailing Party in
            such arbitration or legal proceeding shall be entitled to recover
            from the other Party all reasonable fees, costs and expenses
            incurred by the prevailing Party in connection with the arbitration
            or legal proceeding, including without limitation, reasonable
            attorneys; fees and expenses.

                                       (4)

<PAGE>






      11. Publicity. If either Party makes any news release or public
            announcement concerning this Agreement or the subject matter of this
            Agreement, then it must get the other Party's prior permission in
            writing. Notwithstanding the foregoing, either Party may, at any
            time, make announcements which are required by applicable law,
            regulatory bodies, or stock exchange or stock association rules, so
            long as the Party required to make the announcement, promptly upon
            learning of such requirement, n notifies the other Party of such
            requirement and discusses with the other Party, in good faith, the
            exact wording of any such announcement.

      12. Force Majure. Neither Party will be liable for any failure to
            perform any obligations (other than payment obligations) 1.
            hereunder, or from any delay in the performance thereof, due to
            causes beyond its control, including labor disputes, flood, riot,
            fire, acts of God, acts of public enemy, acts of government
            (including judicial), failure of telecommunications or similar
            technical failures, or other casualty.


      13. Severability. Should any provision of this Agreement be determined to
            be void, invalid, or otherwise unenforceable by any court of
            competent jurisdiction, such determination shall not affect the
            remaining provisions hereof, which shall remain in full force and
            effect.

14.               Waiver. The waiver by either Party of any breach of any
                  pr9ovision of the Agreement by the
                  other Party s hall not be construed to be either a waiver of
                  that Party's rights regarding any succeeding breach of any
                  such provision or a waiver of the provision itself.

      15. Execution of this Agreement. This Agreement may be executed in several
            counterparts, each of which will be deemed any original but all of
            which will constitute one and the same. Faxed signatures shall have
            the same force and effect as original manual signatures. In the
            event of any discrepancies, difference, or conflicts between the
            counterparts, a counterpart signed by an office of 411 web shall
            prevail.

      16. Entire Agreement. This Agreement together with the schedules attached,
            represents the entire understanding of the parties with respect to
            its subject matter and supersedes all previous discussion and
            correspondence with respect thereto, and no representations,
            warranties or Agreement express or implied of any kind with respect
            to such subject matter have been made by either party to the other.








                                       (5)

<PAGE>






      17. Notices. Any notice to be given to REZConnect and 411web shall be in
          writing and shall be deemed to have been given on the same day as
          mailed by certified mail, postage pre-paid, return receipt requested,
          addressed to the respective parties as follows, unless and until
          either party notifies the other in writing of a different address:


If to REZConnect:                              REZConnect Technologies, Inc
                                               560 Sylvan Ave.
                                               Englewood Cliffs, NJ  07632

If to 411web:                                  411 Web Directory, Inc.
                                               11500 W. Olympic Blvd., Suite 505
                                               Los Angeles, CA  90064

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement the day
and year first above written.

Witness                                 REZConnect Technologies, Inc.

___________________            By____/s/ Michael Y Brent________________________

                                        ____Michael Y Brent, Pres_______________
                                                 Name & Title (Print)




Witness                                 411web Directory, Inc.

____________________                    By____/s/  David  L. Buchanan___________

                                        ____David L Buchanan, VP________________
                                                 Name & Title (Print)










                                       (6)

<PAGE>


                                   Schedule A

      411web grants to REZConnect and its affiliates a limited, NONEXCLUSIVE
      license to the following Services and Products:

      A private-label version of the MyCity portal ("RezCity Portal") using
      www.mycity.com as a baseline. This includes the following 411web
      eMarketplace Services:

            o  Website Builder - a template-based online website solution. Small
               businesses buy, build and edit their website via the RezCity
               portal.
            o  Banner Factory - a template-based online advertising solution.
               Small businesses buy, build, edit and schedule their banner
               advertisements via the RezCity portal.
            o  Premium Yellow Pages Listing - a web-based engine that allows
               advertisers to move their business listing to the top portion of
               its industry category within the local RezCity Internet Yellow
               Pages.
            o  Local Website Directory - a web-based engine that allows
               advertisers to move their directory listing to the top portion of
               its industry category within the local RezCity Local Web
               Directory.
            o  Search Engine Submission Service - a service that registers
               businesses' websites with top search engines.
            o  Domain Name Registration Service - allows businesses to register
               their domain name via the RezCity Portal.

      All franchise materials created to solicit franchisees and train them in
      the sales of the above-mentioned eMarketplace Services.

      The creation of RezCity Portal will be done in stages. Stage One will take
      care of the simplest and most immediate needs. Additional development will
      follow and will be billed on a per-project basis.

      STAGE ONE

      BRANDING: search and replace every instance of "MyCity" with "RezCity" -
      every logo, every text link. This includes the SPLASH PAGE, which first
      time visitors see. RezConnect will be providing the RezCity logo to
      411web.

      HOME PAGE: make the "Visitors" tab the first page visitors see once they
      get past the splash page. Change the text "Visitor's Guide" to "Home". On
      the original Home page, change the text "Home: to"Local Info".

      NAVIGATION: on the left nav, "Home" should link to
      http://www.mycity.com/geo/usa/states/minnesota/metros/st.paul/cities/
      st.paul/channels/visitors_guide/
      and the text"Visitor's Guide" should change to "Local Info" and link to
      http://www.mycity.com/geo/usa/states/minnesota/metros/st.paul/cities
      /st.paul/home

                                       (7)

<PAGE>





      YOUR TRAVEL (box on visitors guide): this will be replaced with creative
      and links from Rezconnect.

      RezConnect technology: any links to OneTravel - such as the Hotels link at
      the top of the RezCity Portal home page - will be replaced with links to
      RezConnect. Any banner ads for OneTravel, such as on
      http://www.mycity.com/geo/usa/states/minnesota/metros/st.paul/cities
      /st.paul/channels/visitors_guide/lodging
      should be removed.

      ESTIMATE for Stage One work described above:

      10 hours of HTML at $95/hr = $950
      10 hours of Web Dev/DB engineering at $145/hr = $1450

      Total: $2400




























                                       (8)

<PAGE>


                                   Schedule B

      Setup Fee: Licensee shall pay 411web a one-time setup fee of $2,400 (the
      "Setup Fee") for the Stage One creation of the RezCity Portal as described
      in Schedule A. It is understood that the final Setup Fee may be more, or
      less, than the $2,400 quoted and that 411web will bill REZConnect only for
      the actual hours used during setup. 50% of the Setup Fee is due upon
      acceptance of the estimate for Stage One work. The remainder is due upon
      completion of Stage One work. Additional customization is available at any
      time for an additional fee.

      Hosting & Maintenance Fee: As of November 1, 2002, Licensee shall pay
      411web a hosting and maintenance fee according to the following schedule:

      0-500,000 pvs/month - $0.00
      500,001-1,500,00 pvs/month - $1.50 CPM on all pvs over 500,000
      1,500,001-2,500.00 pvs/month - $1.25 CPM on all pvs over 500,000
      2,500,001-5,000,000 pvs/month - $0.75 CPM on all pvs over 500,000
      5,000,001 and higher - $0.50 on all pvs over 500,000

      Once RezCity averages at least 5,000,000 pageviews/month, we agree to
      review hosting fees and renegotiate in the best interest of both parties.

      License Fee: The annual license fee for 411web Products and Services as
      described in Schedule A is $24,000 less a $15,000 credit in exchange for
      REZConnect technology and revenue share as described below. 50% of the
      annual license fee, representing the first 6 months of this agreement, is
      due upon acceptance of this agreement; license fee will be billed monthly
      thereafter starting with the 7th month of this agreement.

            RezConnect Technology: in exchange for a partial credit on the
            annual license fee, Licensee shall allow the integration of
            REZConnect technology on 411web's network of directories and
            portals, including the MyCity portal network.

            Revenue Share: in exchange for partial credit on the annual license
            fee, Licensee shall pay 411web 25% of all REZConnect technology and
            411web eMarketplace services sold through the RezCity Portal.
            Licensee shall also pay 411web 50% of all REZConnect sales made by
            411web's direct sales initiatives via 411web's network of
            directories, portals and modules. Should monthly revenue share paid
            to 411web exceed $3,000, the annual license fee, pro-rated for that
            month, will be waived.

                                       (9)