Exhibit 10.7  Licensing  Agreement


                               LICENSING AGREEMENT

     This  agreement  ("Agreement"),  effective  on the date of the last party's
signature  ("Effective  Date"),  is between Mitigo, Inc., a Delaware corporation
having a principal place of business at 120 Presidential Way, Suite 310, Woburn,
Massachusetts  01801  ("Licensee"),  and  Cobblestone Software, Inc., a Delaware
corporation having a principal place of business at 76 Lowell Street, Lexington,
Massachusetts  02420  ("Licensor").

     In  consideration of the mutual promises and undertakings described herein,
the  parties  agree  as  follows:

1.0  DEFINITIONS

     As  used  in this Agreement and where not otherwise distinctly defined, the
following  terms  will  have  the  following  definitions:

     1.1     "Licensed  Technology"  shall  mean  any  and  all  methods,
implementations,  designs, devices, techniques, inventions (including the claims
of  U.S.  Patents  Nos.  6,098,882  and  6,176,427),  trade  secrets,  know how,
formulae,  processes,  practices,  knowledge,  skill,  experience,  works  of
authorship  (including  computer software), and mask works which are involved in
the  source  code,  object code and computer software entitled PaperDisk  (i.e.,
the  encoding  and decoding functions of Cobblestone's proprietary matrix code),
subject  to  and  limited  by  the  licenses  granted  in  section  2.0.

     1.2     "Intellectual  Property  Rights"  shall  mean all rights protecting
intellectual  property granted under domestic or foreign statutory and/or common
laws  including  patents, trade secrets, copyrights, mask work rights, rights of
privacy  or  publicity,  moral  rights, contract and licensing rights, and other
proprietary  rights,  and  any  applications  and registrations therefore in all
countries  of  the  world,  subject  to  and  limited by the licenses granted in
section  2.0.

     1.3     "Mobile  Commerce"  shall  mean  any activity where mobile devices,
such  as  mobile  telephones,  Personal  Digital  Assistants  (PDAs),  handheld
computers,  or other wireless enabled devices as may be developed in the future,
that  are  used  to  communicate  via  the  Internet to consummate a purchase or
exchange  of goods or services, or to send or retrieve information related to an
actual  or  prospective  purchase  or  exchange  of  goods  or  services.

     1.4     "License"  shall  mean the perpetual, worldwide right to make, have
made,  reproduce,  have  reproduced,  use,  perform, display, import, sell, have
sold,  offer  for sale, rent, lease, distribute, transmit, make improvements and
derivative  works,  and  otherwise dispose of products or components (including,
but  not  limited to, chips, cores and software), and to sublicense others to do
the  same  to  the extent necessary to carry out the licensing rights granted to
the  Licensee.

     1.5     "Improvements"  shall  mean  any  beneficial  modification  of  the
Licensed  Technology  made  on  or  after  September  1,  2001.


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     1.6     "Derivative Work" shall mean any modification, reflecting a modicum
of  creativity,  of  a  preexisting  work.

2.0  LICENSES

     2.1     Cobblestone  hereby  grants  Mitigo  an exclusive License to all of
Cobblestone's  Intellectual  Property  Rights  associated  with  the  Licensed
Technology  for  decoding  visibly-encoded  public-domain  symbols  officially
approved  by  the  Uniform  Council Code, or other commonly recognized symbology
standards  organizations,  for  use  in  mobile  commerce.

     2.2     Cobblestone  hereby  grants  Mitigo  an exclusive License to all of
Cobblestone's  Intellectual  Property  Rights  associated  with  the  Licensed
Technology to encode and decode visual symbols, in the visible spectrum, at less
than or equal to seventy-five (75) data bits, plus an additional number of  bits
used  for  error  correction  and  detection  techniques.

2.3     Cobblestone  hereby  grants  Mitigo  an  exclusive  License  under  its
Intellectual  Property  Rights associated with the Licensed Technology to decode
visibly-encoded proprietary symbols, licensed to Mitigo by third parties (to the
extent  of  those  licenses) that relate to enabling Mobile Commerce activities.

3.0  RESERVATIONS  TO  EXCLUSIVE  LICENSES

     3.1     Notwithstanding  the  exclusive character of the exclusive Licenses
granted  under  sections  2.2,  2.3 and 2.4 of this Agreement, Mitigo shall take
such  Licenses  subject  to  the  rights  granted  to JumpJot, Inc. by a written
agreement  attached  to  this  Licensing  Agreement  as  Exhibit A.  Cobblestone
represents that no other Licenses have been granted which may affect the subject
matter  of  the  Licensed  Technology  or which would substantially diminish the
value  of the Licenses granted herein.  In the event of a default or other event
which  would  cause the License granted to JumpJot, Inc. to expire, Mitigo shall
have  a  right  of  first  refusal  to  acquire  the  rights that Licensor would
otherwise  grant  to  a  third  party  where  those  rights  consist  of  all or
substantially  all of the rights granted to JumpJot.  If Mitigo does not, within
thirty  (30) days of receipt from Cobblestone of notice of default or expiration
of  JumpJot's  License,  indicate in writing its acceptance of a License to such
rights,  then  Mitigo shall be deemed to have refused a License for such rights.
This  right  of  first  refusal  shall  apply  only in the first three (3) years
following  the  date  of  this  Agreement.

4.0  WORKS  CREATED  AND  INVENTIONS DEVELOPED WITHIN THE SCOPE OF EMPLOYMENT

     4.1     Cobblestone  acknowledges  that  one or more of Mitigo's employees,
including,  but  not  limited  to,  Thomas  Charles  Antognini, are employees of
Cobblestone,  and  that  any works created, or inventions developed, by any such
employees  of  Mitigo,  within the scope of the employees' employment at Mitigo,
are  the  property of Mitigo, provided that Mitigo shall not have rights to such
works  created  or inventions developed, more extensive than would be covered by
an  employment  contract  that  includes  the  following  terms:

     "I. Computer Programs Are Works Made for Hire: I understand that as part of
     my  job  duties I may be asked to create, or contribute to the creation of,
     computer  programs,  documentation  and  other copyrightable works. I agree
     that  any  and all computer programs, documentation and other copyrightable
     materials  that  I  am asked to prepare or work on as part of my employment
     with the Company, shall be "works made for hire" and that


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     the Company shall own all the copyright rights in such works, provided that
     such  works  satisfy  paragraphs  IIa,  IIb,  and  IIc.

     II.  Disclosure of Developments: While I am employed by the Company, I will
     promptly  inform  the  Company  of  the  full details of all my inventions,
     discoveries,  improvements,  innovations  and  ideas  -  whether  or  not
     patentable,  copyrightable  or  otherwise  protectible  -- that I conceive,
     complete  or reduce to practice (whether jointly or with others) and which:

          (a)  relate  to  the Company's present or prospective business related
     to  handheld  wireless  applications, or actual or demonstrably anticipated
     research  and  development  related  to  handheld  wireless  applications,

          (b)  result  from  any  work  I  do  using  non-incidental  amounts of
     equipment,  facilities,  materials,  trade  secrets  or  personnel  of  the
     Company,  and

          (c)  result  from  or  are suggested by any work that I may do for the
     Company, provided that such works do not relate to the PaperDisk technology
     (i.e.,  the  encoding  and  decoding functions of Cobblestone's proprietary
     matrix  code).

     Such items shall collectively be called "Developments".

     III.   Assignment of Developments: I hereby assign to the Company or the
     Company's  designee,  my  entire  right,  title  and interest in all of the
     following,  that  I  conceive  or make (whether alone or with others) while
     employed  by  the  Company:

          (a)  all  Developments;

          (b)  all copyrights, trade secrets, trademarks and mask work rights in
     Developments;  and

          (c)  all  patent  applications  filed  and  patents  granted  on  any
      Developments,  including  those  in  foreign  countries."

5.0  LICENSING  FEES  AND  POTENTIAL  ROYALTIES

     5.1  As  consideration  for  the  Licenses  granted  in section 2.0, Mitigo
will  pay  Cobblestone $5,000.00 upon the execution of this Licensing Agreement,
and an additional $25,000.00 on each September 1 that occurs after the Effective
Date  of  this Licensing Agreement, whereby the first $25,000.00 payment will be
due  on  September  1,  2002.  Mitigo  shall pay the amounts required under this
subsection  on  or  before  September 1 of the applicable year. Mitigo shall pay
interest  at  the  rate  of  12%  per  annum for any payments received more than
forty-five (45) days after September 1 of the applicable year. If for any reason
this  Licensing  Agreement  is terminated lawfully in writing under the terms of
this  Licensing  Agreement,  Mitigo  shall  pay,  within thirty (30) days of the
termination  date  of  this Licensing Agreement, an amount less than or equal to
$25,000.00,  to  Cobblestone,  whereby  the  amount  due  will  be determined by
prorating  the  $25,000.00  for  the  portion  of the then current year that has
passed  since  the  preceding  September  1  as of the termination date based on
receipt  of  written  notice.

     5.2  As  consideration  for  the  exclusive  License  granted in subsection
2.3,  Mitigo  shall  pay  Cobblestone  royalties  of  an  additional  $25,000 on


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September  1  of  each  year  starting in 2003 provided, however, that if Mitigo
elects,  in  its  sole  discretion, to cede back all exclusive rights granted in
subsection  2.3,  Mitigo  shall  not be required to make any of these additional
payments for years subsequent to such election. Mitigo shall pay interest at the
rate  of  12% per annum for any payments received more than forty-five (45) days
after  the  end  of  the  applicable  quarter.


6.0  TAXES

     6.1  Payment.  Mitigo  shall,  in  addition  to  the  payments  required
hereunder,  pay  all  applicable  sales,  use,  transfer or other taxes, however
designated,  which  are  levied  or  imposed  by  reason  of  the  transaction
contemplated  hereunder; excluding, however, income taxes on income which may be
levied  against  Cobblestone.  The  parties  agree that the determination of the
amount of state and local sales and use taxes, if any, the jurisdiction to which
such  taxes  are  to  be  paid, and any other determinations of a substantive or
procedural  nature  relating  to  such  taxes,  will  be  the responsibility and
prerogative  of  Mitigo,  in  its  sole  discretion.

     6.2     Tax  Indemnity.  All  such  taxes  shall be specifically stated and
billed  to Mitigo by Cobblestone and Cobblestone shall itemize the components on
the invoices.  All such taxes shall be collected and remitted to the appropriate
state by Cobblestone.  Cobblestone shall have sole responsibility for the timely
payment  of  all  applicable state and local sales and use taxes with respect to
all  of  Mitigo's  purchases  under  this  Agreement.

7.0  RECORDS  AND  REPORTING

     Mitigo  shall  maintain financial records. Such records shall be maintained
by  Mitigo  for  at  least  three  (3)  years following the applicable reporting
period.  Such  records  shall be made available during normal business hours and
upon  reasonable  advance  notice  for  inspection  by  and  at  the  expense of
Cobblestone.

8.0  CONFIDENTIALITY

     8.1  Confidential  Information:  Each  party  acknowledges  that  certain
information disclosed in connection with the transactions contemplated hereunder
may  contain  confidential information and trade secrets of the other party, and
that  such  confidential  information  and trade secrets are the property of the
disclosing  party.  Such  information  disclosed  hereunder  shall be treated as
"Confidential  Information"  of  the disclosing party under this section only if
such  information,  if  disclosed  in  written or other tangible form, is marked
conspicuously  as  "confidential"  or  with  a  similar legend, or, if disclosed
orally  or  by  non-tangible visible means, is reduced to writing (and similarly
marked)  by  the  disclosing  party  within  thirty  (30) days after the date of
disclosure.

     8.2  Non-disclosure:  A party receiving Confidential Information shall take
the  same  measures  to  prevent  unauthorized  disclosure  and  maintain  the
confidentiality of such Confidential Information as it takes with respect to its
own  confidential  information of similar importance, but shall in no event take
less  than  reasonable  measures.

     8.3  Need-to-Know  Restriction:  A party receiving Confidential Information
shall  limit  dissemination  of  and  access  to  any  Confidential


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Information to those personnel of the receiving party who have a good faith need
for  such  access  to  effectuate  the  purposes  of  this  Agreement.

     8.4  Confidential  Information  shall  not include information that: (a) is
now  or  subsequently becomes generally available to the public through no fault
or  breach  on a party's part; (b) a receiving party can demonstrate to have had
rightfully  in  the  receiving  party's  possession  prior  to disclosure to the
receiving  party  by the disclosing party; (c) is independently developed by the
receiving  party  without  the use of any of the disclosing party's Confidential
Information;  (d) the receiving party rightfully obtained the information from a
third party who has the right to transfer or disclose it to receiving party; (e)
the receiving party discloses with the disclosing party's prior written consent,
or  (f)  the  existence  but  not the details of a business relationship between
Mitigo  and  Cobblestone.

9.0  REPRESENTATIONS  AND  WARRANTIES

     9.1  Representations.

        9.1.1  Cobblestone  hereby  represents  to  Mitigo:

               a.   That  Cobblestone  is  the  sole  owner  of  the  Licensed
                    Technology  and  has  the  sole  right to grant the Licenses
                    granted under section 2.0 in and to the Licensed Technology.

               b.   That  Mitigo's  licensed  use, possession and duplication of
                    the Licensed Technology will not be interrupted or otherwise
                    disturbed  by  any  entity  asserting a claim related to the
                    Licensed  Technology.

               c.   That  neither  the  Licensed  Technology,  or  any  portion
                    thereof,  constitutes  or  may  give  rise  to  a  claim  of
                    infringement of any patent, copyright, trade secret or other
                    property  right  of  a  third  party.

               d.   That,  as  pertains  to the encoding and decoding of digital
                    data using the Licensed Technology, Cobblestone is not aware
                    of  any  facts  or  circumstances  that  would constitute an
                    infringement of any third party patents, copyrights or trade
                    secrets.

     9.2  Warranties.

     Except  as otherwise set forth herein, Cobblestone's Licensed Technology is
licensed  as is.  All warranties, either expressed or implied, are disclaimed as
to  the  technology in its quality, performance, merchantability, or fitness for
any  business  or  a particular purpose.  In no event will Cobblestone be liable
for  direct,  indirect or incidental or consequential damages resulting from any
defect  in  the  PaperDisk  software.  However,  it  will  be  Cobblestone's
responsibility  to  correct  any  defect  in  the  PaperDisk  software  within a
reasonable  time after receiving a complaint, where such reasonable time will in
no  event  exceed  twelve  (12) months from the Effective Date of this Licensing
Agreement.


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     9.3  General  Representations  and  Warranties.

          NOTHING  IN THIS AGREEMENT, EXCEPT AS SET FORTH IN SUBSECTIONS 9.1 AND
     9.2,  SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY EITHER PARTY OF
     THE  VALIDITY,  ENFORCEABILITY OR SCOPE OF ANY OF THE INTELLECTUAL PROPERTY
     RIGHTS. NEITHER PARTY SHALL HAVE LIABILITY WHATSOEVER TO THE OTHER PARTY OR
     ANY OTHER PERSON OR A THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR
     DAMAGE  OF  ANY  KIND  OR  NATURE,  SUSTAINED BY, OR ANY DAMAGE ASSESSED OR
     ASSERTED  AGAINST,  OR  ANY  OTHER  LIABILITY INCURRED BY OR IMPOSED UPON A
     PARTY  OR  ANY  OTHER  PERSON,  ARISING  OUT  OF  OR  IN CONNECTION WITH OR
     RESULTING FROM (A) THE PRODUCTION, USE OR SALE OF ANY APPARATUS OR PRODUCT,
     OR THE PRACTICE OF THE INTELLECTUAL PROPERTY RIGHTS; OR (B) ANY ADVERTISING
     OR  OTHER  PROMOTIONAL  ACTIVITIES  WITH  RESPECT TO ANY OTHER INTELLECTUAL
     PROPERTY  RIGHTS.

10.0 ASSIGNMENT  AND  DELEGATION

     No  right  may  be  assigned, and no duty may be delegated, by either party
under  this  Agreement  except  to  a successor of all or substantial all of its
assets  or voting securities whether by sale, merger or otherwise, provided that
the assigning party shall provide the other party with prompt written notice and
cause  such  assignee  to  be  bound  by  this  Licensing  Agreement.

11.0 NOTICE

     Any  notice,  report  or  payment  provided for in this Licensing Agreement
shall  be  deemed  sufficiently  given when sent by certified or registered mail
addressed  to the party for whom intended at the address given in this Licensing
Agreement  or  at  such  changed  address  as the party shall specify by written
notice.

12.0 INDEMNIFICATION

     Each  party  agrees to indemnify and hold harmless the other party from and
against any cost, loss or expense (including attorneys' fees) resulting from any
and  all claims by third parties for loss, damage, or injury allegedly caused by
the  actions, admissions, or misrepresentations of the other party, as agents or
employees  provided that the indemnified parties provides the indemnifying party
with  (a)  prompt written notice of such claims or actions, (b) sole controlling
authority over the defense or settlement of such claim or action, and (c) proper
and  full information and reasonable assistance to defend and/or settle any such
claim  or  action.

13.0 TERMINATION

    13.1  Right  to  Terminate.

       13.1.1  Either  party  may  terminate  this Licensing Agreement if the
other  party  materially breaches its obligations under this Licensing Agreement
and  does  not  remedy  such  breach  within  thirty (30) days of its receipt of
written  notice  of  such  breach.

       13.1.2  In  addition  to  the  rights  provided  in  13.1,  It  will
constitute  a  material  breach  of  this Licensing Agreement, permitting either
party  to  immediately  terminate  this Licensing Agreement, if the other party:


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          a.   Persistently  repeats  a  remedial  breach;

          b.   Files  a  petition  under the United States Bankruptcy Act or any
               state  insolvency  law;

          c.   Has  filed  against  it  any  petition  under  the  United States
               Bankruptcy Act or any state insolvency law which is not dismissed
               within  sixty  (60)  days;  or

          d.   Makes  an  assignment  for  the  benefit  of  creditors.

     13.2 Effect  of  Termination.

          Upon termination, each party shall return to the other party the other
party's  confidential  information  established  under  section  2.0.

14.0 LITIGATION

     14.1     Each  party  shall  notify  the  other  party  in  writing  of any
suspected  infringement of the Intellectual Property Rights by a third party and
shall  inform  the  other  party  of  any evidence of such infringement.  As the
exclusive  Licensee  of  the  Licensed Technology, Mitigo shall have the initial
right  to  institute  suit for infringement.  Cobblestone agrees to cooperate as
reasonably  necessary with Mitigo, if requested, with all costs, attorneys' fees
and  expenses to be paid by Mitigo.  However, if Mitigo chooses not to institute
suit  for  infringement  within ninety (90) days of receipt of written notice of
the  infringement,  Cobblestone may bring suit for infringement in its own name,
on  its own behalf, and at its own expense.  Whichever party brings the law suit
shall  be  entitled to any recovery or damages resulting from the law suit.  The
instituting party may not settle with an infringer without the prior approval of
the other party if such settlement would affect any rights of the other parties.

     14.2     Each  party  is  responsible  for  defending its rights under this
Agreement  and  any  action  initiated  by  a third party.  The other party will
cooperate  as reasonably necessary, if requested, with the party involved in any
action to defend the involved party's rights, and any costs, attorneys' fees and
expenses  to  be  paid  by  the  involved  party.

15.0 GENERAL  PROVISIONS

     15.1     This  Licensing  Agreement  will  be  binding  on and inure to the
benefit  of  the  parties  and  their  respective  successors  and  assigns.

     15.2     Neither  party  shall  be  liable  to the other party for any loss
profits,  loss  savings,  or other consequential damages, even if such party has
been  advised  of  the  possibility  of  or  could  have  foreseen such damages.

     15.3     The waiver or breach of this Agreement or the failure of either of
the  parties  to  exercise  any  rights  under  this  Agreement will in no event
constitute  a  waiver  as to any future breach, whether similar or dissimilar in
nature,  or  as  to  the  exercise  of  any  future  right under this Agreement.

     15.4     This  Agreement  constitutes  the  entire  understanding  of  the
parties,  supersedes  all prior agreements, written or oral, between the parties
and  is  intended as a final expression of their agreement.  This Agreement will
not  be  modified  or  amended  except  in  writing  signed  by  both  parties.


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     15.5     If  any  part,  term  or provision of this Agreement will be found
illegal  or  in  conflict  with  any  valid controlling law, the validity of the
remaining  provisions  will  not  be  effected.

     15.6     This  Agreement  shall be governed by the laws of the Commonwealth
of Massachusetts without regard to conflict of laws.  Jurisdiction and venue for
any  litigation  arising  from  or  relating  to  this  Agreement shall be in an
appropriate  federal  or  state  court  in  Massachusetts.

     15.7     Sections  4.0,  8.0,  9.0, 10.0, 12.0, and 15.1-15.7 shall survive
the  expiration,  termination  or  rescission  of  this  Agreement.

     15.8     Both parties acknowledge and agree that successful development and
implementation  of  the  Licensed  Technology  to  make  the Licensed Technology
operational for Mitigo's purposes shall require the party's full and mutual good
faith  cooperation.

     15.9     The parties are and shall remain independent contractors.  Nothing
herein  shall  be  deemed  to  establish  a partnership, joint venture or agency
relationship  between  the  parties.  Neither  party  shall  have  the  right to
obligate  nor  bind  the  other  party  in  any  manner  to  any  third  party.

     15.10     This  Agreement  may  be executed in several counterparts, all of
which  taken  together  shall constitute a single agreement between the parties.

     15.11     The  section  headings  used  herein  are  for  reference  and
convenience  only  and  shall  not  enter  into  the  terms  of  this Agreement.

     15.12     Where  agreement, approval, acceptance, consent or similar action
by  either party is required by any section of this Agreement, such action shall
not  be  unreasonably  delayed  or  withheld.

     15.13     If the performance of this Agreement or any obligations hereunder
is  prevented, restricted or interfered with by reason of fire or other casualty
or  accident,  strikes  or  labor  disputes,  war  or other violence, any law or
proclamation,  regulation,  ordinance,  demand  or requirement of any government
agency,  or  any  other  act  or  condition beyond the reasonable control of the
parties,  the  parties so effected upon giving prompt notice to the other party,
shall  be  excused  from such performance during such prevention, restriction or
interference.

     15.14     Quiet  Enjoyment.  Unless  this Agreement is terminated, Mitigo's
Licenses  to  the  Licensed  Technology  shall  not  be  impaired,  revoked,  or
restricted  by  Cobblestone  in  any manner or at any time.  The foregoing shall
not,  however, affect Cobblestone's right to seek injunctive relief to prevent a
breach  of  this  Agreement  by  Mitigo.

     15.15     For the purpose of all written communications and notices between
the  parties,  the  parties  addresses  will  be:

     Cobblestone Software, Inc.
     76 Lowell Street
     Lexington, MA 02420

     Mitigo, Inc.
     120 Presidential Way, Suite 310
     Woburn, MA 01801


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or  any other address of which any party will notify the other party in writing.

     15.16  Cobblestone and Mitigo agree to negotiate in good faith on potential
future  licensing  of  intellectual  property  rights  of  either  party.

     IN  WITNESS  WHEREOF,  each of the parties have caused this Agreement to be
executed  on  its  behalf  by  its  duly  authorized  representative as follows:

COBBLESTONE  SOFTWARE,  INC.            MITIGO, INC.
By:     /s/Thomas  Antognini            By:        /s/Kevin  Wells
        --------------------                       -----------------
Name:   Thomas  Antognini               Name:      Kevin  Wells
        --------------------                       -----------------
Title:  President                       Title:     President/CEO
        --------------------                       -----------------

Dated:  January  10,  2002              Dated:     January 10, 2002
        --------------------                       -----------------


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