EXHIBIT 10.4

                               TECHNOLOGY LICENSE
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                                       AND
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                    WEB SITE HOSTING AND MANAGEMENT AGREEMENT
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     THIS  AGREEMENT  made  effective  as  of  the  15th  day  of November, 2000
     ("Effective  Date")

     BETWEEN:

         INOIZE.COM  SOFTWARE LTD., a British Columbia company having
         an  address  at  Suite  600,601  West  Broadway,  Vancouver,
         British  Columbia,

         ("iNoize")

     AND:

         IQUEST NETWORKS INC., a Wyoming company having an address at
         Suite  507-  837  West  Hastings  Street, Vancouver, British
         Columbia,  V6C 3N6

         ("iQuest")

     WHEREAS:

A.   iNoize  is  in  the business of developing various software applications to
     enable  locating  and  sharing  of  personal music collections by broadband
     streaming  over  the  Internet,  collectively  the  "  iNoize  Technology";

B.   iQuest  is  in the process of establishing a music web site on the Internet
     under  the  domain  Jackalopeaudio.com  ("iQuestSite");  and

C.   iQuest  wishes to acquire from iNoize a license to use iNoize Technology on
     the  iQuestSite  (whether  using  the  Jackalopeaudio.com  domain  or  any
     successor  domain),  and  to  retain iNoize to provide the computer system,
     telecommunication  facilities  and  related services required to implement,
     host,  operate,  manage  and  support  the  iQuestSite.

     NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the mutual
     covenants  herein contained, and other good and valuable consideration, the
     parties  agree  as  follows:

1.   DEFINITIONS


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1.1. In this Agreement, unless otherwise provided, the following terms will have
     the  following  meanings:

     (a)  "CONFIDENTIAL  INFORMATION"  means  any  information  maintained  as
          trade-secret or confidential now or hereafter existing during the term
          of  this Agreement relating to the business activities of a party, but
          does  not  include  any  data  or  information  which:

          (i)  is or becomes generally known or to the public, without breach of
               this  agreement;

          (ii) was known by the receiving party at the time of disclosure by the
               other party, and was not subject to any obligation of confidence;
               or

          (iii)  is  rightfully  communicated  to the receiving party by another
               person,  free  of  any  obligations  of  confidence  to  a party;

     (b)  "CUSTOMER  ORIGINATED ERRORS" means any deficiencies in the iQuestSite
          which  are  due  to  the  iQuestSite  Code  or the iQuestSite Content;

     (c)  "DOCUMENTATION"  means  the  user  manuals and other written materials
          relating  to  the  iNoize  Technology  that  are provided to iQuest by
          iNoize,  or  are  developed  by  or  on  behalf  of  iQuest;

     (d)  "EFFECTIVE  DATE"  means  the effective date of this Agreement and the
          License,  as  first  set  out  above  in  this  Agreement;

     (e)  "END  USER"  means  a person that is a user or a potential user of the
          IQuest  Services  originating  from  or facilitated by the iQuestSite;

     (f)  "ENHANCEMENTS" means any enhancements, upgrades, improvements, and any
          other changes or additions, to the iNoize Technology or Documentation,
          developed  by  or  for  iNoize,  or  acquired  by  iNoize;

     (g)  "FUNCTIONAL  SPECIFICATIONS"  means  the high level description of the
          functionality  and performance of the iNoize Technology, as set out in
          Appendix  "A";

     (h)  "HOST  SYSTEM" means the computer system, including without limitation
          the  servers  and  other  hardware,  software,  storage  and  network
          interface  connections, having the capabilities to host the iQuestSite
          in  accordance  with  the  Host  System  Specifications;

     (i)  "HOST SYSTEM SPECIFICATIONS" means the requirements and specifications
          set  out  in  Appendix  "B"  for  the  Host  System;


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     (j)  "INDEMNITEES"  means,  with  respect  to  a  party  entitled  to
          indemnification  hereunder,  such  party and its affiliates, officers,
          directors,  shareholders,  employees, agents, successors, and assigns.

     (k)  "INOIZE  MARK"  means  any trade-mark, service mark, logo, design, and
          like trade identifiers owned and used by iNoize to identify the iNoize
          Technology;

     (l)  "INOIZE  TECHNOLOGY"  means  the  software  and  related  technology
          developed  by  or  for  iNoize,  that  enables locating and sharing of
          personal  music  collections by broadband streaming over the Internet,
          including  network  search algorithms, broadband streaming, encryption
          of  streaming  media  files  and statistical data gathering, and which
          meets  the  Functional  Specifications;

     (m)  "INTELLECTUAL  PROPERTY"  means  copyright, copyright applications and
          all  copyright registrations issuing thereon, trade secrets, know-how,
          patents,  patent applications and all patents issuing thereon, as well
          as any improvement applications, continuations, continuations-in-part,
          divisions,  renewals,  reissues,  extensions, revision, substitutions,
          confirmations,  registrations  or  revalidation  and  patents  issuing
          thereon,  and any patents of additions or patents of importation based
          on  any  of  said  patents;

     (n)  "IQUESTSITE"  means  the web site and related facilities through which
          iQuest  will  be  carrying  on the business of a music web site on the
          Internet;

     (o)  "IQUESTSITE CODE" means the HTML code and other program code developed
          by  iQuest  or on behalf of iQuest by a third party developer, that is
          used to create and operate the iQuestSite, but does not include iNoize
          Technology;

     (p)  "IQUESTSITE  CONTENT"  means all content created by iQuest or licensed
          to  or  otherwise acquired by iQuest from a third party developer, for
          inclusion  on  the iQuestSite, but does not include iNoize Technology;

     (q)  "IQUEST  SERVICES"  means  the  music  searching  and playing services
          provided  by  iQuest  to End Users, originating from or facilitated by
          the  iQuestSite;

     (r)  "LICENSE"  means  the  license  granted  by iNoize to iQuest under the
          Intellectual  Property  for  the  iNoize  Technology;

     (s)  "MANAGEMENT  SERVICES" means the services provided by iNoize to iQuest
          to  supply,  implement,  host,  operate,  manage  and  support  the
          iQuestSite;

     (t)  "PARTICIPATING  END  USER"  means, for a particular calendar month, an
          End-User  that  has subscribed for the IQuest Services, downloaded and
          installed  the  end  user software available at the iQuestSite and has
          actually used the IQuest Services by both logging in at least twice in
          such  month  and  listened  to  at  least  6  songs  in  such  month;


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     (u)  "ROYALTIES"  means  the  royalties payable by iQuest to iNoize for the
          License  and  the  Management  Services;

     (v)  "WORK  PRODUCT"  shall  mean  all  developments  created  by  iNoize
          specifically  for  the  iQuestSite  as part of the Management Services
          including,  but  not  limited  to,  all  designs,  specifications,
          inventions,  improvements,  ideas, techniques, materials, flow charts,
          diagrams, notes, outlines, lists, compilations, manuscripts, writings,
          pictorial  materials,  and  schematics,  but  does not mean the iNoize
          Technology, Documentation or Enhancements including but not limited to
          source  code,  object  code  or  Intellectual  Property  thereto.

2.   GRANT  OF  LICENSE

2.1. Subject to the terms and conditions of this Agreement, iNoize hereby grants
     to  iQuest a non-exclusive, world-wide Intellectual Property License of the
     iNoize  Technology:

     (a)  to  copy  and  use  the  iNoize  Technology,  either  directly  or  in
          partnership,  strategic alliance or joint venture, to provide, market,
          sell  and support the IQuest Services offered by the iQuestSite to End
          Users;  and  in  particular  enable  End-Users;

          (i)  to search for and locate music collections over the Internet, and

          (ii) to  share  music  collections  over  the  Internet  by  broadband
               streaming,  and

     (b)  to  copy,  distribute  and  sublicense  the  iNoize  Technology  and
          Documentation  to  End-Users  as necessary to allow them to obtain the
          IQuest  Services;

     (b)  to  sublicense  the  iNoize  Technology and Documentation to any third
          party  retained  by iQuest to develop, host or maintain the iQuestSite
          and  IQuest  Services  on  behalf  of  iQuest;  and

     (d)  to  copy  the  iNoize  Technology  and  Documentation  for back-up and
          archival  purposes.

2.2. The License allows iQuest to use the iNoize Technology and Documentation on
     and in conjunction with the Host System, or on a substitute system supplied
     by  iQuest  or  a third party contractor of iQuest provided that such third
     party  shall agree to be bound by the relevant restrictions and obligations
     of  the  License  and  this  Agreement.

2.3. iQuest  will not copy or use the iNoize Technology or Documentation for any
     purpose  except  as  otherwise  expressly  authorized  by  this  Agreement.

2.4. iQuest  shall have the right to private label and brand the IQuest Services
     in  its  own


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     discretion.  iQuest  will  reproduce  the iNoize proprietary notices on the
     iNoize  Technology  and  Documentation  as  reasonably requested by iNoize,
     without  negatively  impacting  on  the  private  labelling  of  the IQuest
     Services.

2.5. During  the  Term  of  the  License,  iNoize  will  provide iQuest, without
     additional  charge  or fee, all Enhancements upon their commercial release,
     which  will be deemed to be part of the iNoize Technology and Documentation
     and  subject  to  the  License  and  other  provisions  of  this Agreement.

2.6. During the Term of the License, iNoize shall at no extra cost to iQuest, to
     the  extent  that  iNoize  Technology  shall  fail  to  meet the Functional
     Specifications  or  otherwise  fails to fulfill any warranty therefor, upon
     written  notice  by iQuest of such failure or upon iNoize becoming aware of
     such  deficiency, use its best efforts to promptly remedy such failure, and
     shall  promptly  develop  and install the necessary bug fixes. iNoize shall
     have  no  responsibility  for the maintenance of the iQuestSite Code, other
     than  as  may  be  agreed  in  writing  by  iNoize  and  iQuest.

3.   LICENSE  TERM

3.1. The  Term  of  the  License  will  commence  on the Effective Date and will
     continue  for  an  initial  term of one year, and shall automatically renew
     thereafter  for one year periods, unless terminated earlier pursuant to the
     provisions  of  this  Agreement.

3.2. The  License  shall  not terminate solely as a result of the termination of
     the  Management  Services.

3.3  iQuest  shall  have  the  right  to terminate the License at any time on at
     least  thirty  days  prior  written  notice,  without  charge  or  penalty.

4.   ROYALTIES

4.1. In  consideration  of  the License and the Management Services, iQuest will
     pay  to  iNoize  the  Royalties as set out in Appendix "A". For each month,
     Royalties  shall  be  calculated and payable only with respect to End-Users
     qualifying  as  Participating  End-Users.  iQuest  shall  have the right to
     deduct  from  payment of such Royalties all amounts required to be withheld
     under  tax  and  other  laws.

4.2. The  Royalties  shall  commence  six  months  after  the  earlier  of;

     (a)  the  launch  date  of the iQuestSite, deemed to be the date of a press
          release  and  written notice from iQuest to iNoize of such launch, and

     (b)  February  1,200l.

4.3. The  License  shall  become  Royalty  free  in  the  event  that the iNoize
     Technology  falls  into


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     the  public  domain  or  is  otherwise  used by third parties without their
     paying  commercially  reasonable  royalties  to  iNoize.

4.4. All Royalties due under this Agreement shall be reportable and payable on a
     quarterly  calendar  basis  to  the credit of iNoize, no later than 30 days
     after  the last day of March, June, September and December of each year, as
     long as the Royalties apply. iQuest shall keep at its place of business and
     preserve for at least three years, original current and complete records in
     sufficient  detail to accurately enable the computation and verification of
     the  Royalty  payments.  iQuest  shall  permit  Licenser, acting at its own
     expense  through  an  independent  public  accountant,  to inspect iQuest's
     records  from  time  to  time during normal business hours, upon reasonable
     notice  and  to  the  extent  necessary  to  verify  the computation of the
     Royalties.

5.   SOURCE  CODE  ESCROW

5.1. iNoize  agrees  to  negotiate  in  good  faith and enter into a source code
     escrow  agreement with iQuest and a third party escrow agent within 30 days
     of  the  effective  Date  of this Agreement. iNoize will provide the Escrow
     Agent  with a copy of the source code of the iNoize Technology software, to
     be  held  in  escrow  pursuant  to  the  terms and conditions of the escrow
     agreement.  The  escrow agreement will provide that the source code will be
     released  to  iQuest;

     (a)  upon  iQuest terminating the Management Services due to the default of
          iNoize,

     (b)  upon  iNoize making an assignment for the benefit of its creditors, or
          upon  iNoize  filing under any voluntary bankruptcy or insolvency law,
          the  reorganization of iNoize's assets or the appointment of a trustee
          or  receiver  for  iNoize  property;  or

     (c)  upon the material breach of this Agreement by iNoize, unless within 30
          days  of  written  notice from iQuest, iNoize has remedied the breach.

5.2. iQuest  will  be  responsible  for the escrow agent's fees. The source code
     deposit  shall  be  updated  by iNoize no less than quarterly, and shall be
     also  updated  whenever  iNoize  changes  the  source code in a substantial
     manner.

6.   MANAGEMENT  SERVICES

6.1. iNoize  shall  provide  to  iQuest  the  following  Management  Services at
     iNoize's  premises  in  Vancouver,  BC,  or  at  such other location as the
     parties  agree  on:

     (a)  supply,  operate  and  support  the  Host  System  for the iQuestSite,

     (b)  obtain  telecommunication  services,  and  related  software  and/or
          hardware, as necessary to function with the Host System to support the
          iQuestSite,  after  consultation  with  iQuest,


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     (c)  install, host, and operate the iQuestSite Code, iQuestSite Content and
          the  iNoize  Technology  on  the  Host  System,  and  manage  the
          telecommunication  services,  and

     (d)  maintain  the  Host  System.

6.2. If  the  number of Participating End Users exceeds 5,000 in any month, then
     iQuest shall at iNoize's request supply to iNoize on a loan basis a server,
     configured  as  agreed  on by the parties, to be used solely as part of the
     Host  System. iNoize shall keep the server free from damage and secure, and
     shall  return  it  to  iQuest  upon termination of the Management Services.

6.3. After  iNoize  installs  the  iQuestSite  Code,  iQuestSite Content and the
     iNoize  Technology  on  the  Host System, and obtains the telecommunication
     services, it shall notify iQuest of completion of such installation. iQuest
     shall  have  10  days  to test the iQuestSite after receipt of notification
     from  iNoize,  to  determine  that  it conforms to the requirements of this
     Agreement.  The  iQuestSite  shall  be accepted only upon written notice by
     iQuest  to iNoize of such acceptance. iQuest will not unreasonably withhold
     or  delay  acceptance.  If  the  iQuestSite  fails  to  conform to the such
     requirements  then  iQuest shall give iNoize written notice of the defects.
     iNoize  shall  then  have  a reasonable period as mutually agreed to remedy
     such  failure  and  renotify  iQuest  of  the remedy. After renotification,
     iQuest  shall  once  again  have  10 days to inspect the iQuestSite. If the
     iQuestSite  again  fails to conform to the requirements, iQuest may, in its
     sole  discretion;

     (a)  deem  the  failure  to  be  a  default  under  this  Agreement;

     (b)  provide  iNoize  such  additional  time  as  iQuest  shall  reasonably
          determine  is  necessary  to  remedy  such  failure so that iQuest may
          continue  acceptance  testing  in  accordance  with this paragraph; or

     (c)  accept  the  iQuestSite as non-conforming, with a mutually agreed-upon
          offset  of  the  fees  payable  to  iNoize  for  Management  Services.

6.4. iNoize  shall  have  no  obligations  or  liability  if  the  iQuestSite is
     defective  or malfunctioning due to Customer Originated Errors, or due to a
     third-party  telecommunications  service provider. Except for the provision
     of  the  Management Services, iNoize shall have no liability or obligations
     in  connection  with  IQuest  Services  or  End  Users.

6.5. iQuest  shall  have  sole  authority  and  responsibility  for  developing,
     providing, and updating the iQuestSite Code and iQuestSite Content (whether
     text,  graphics,  applications,  databases, or other materials) used on the
     Web  Site,  except  for  the  iNoize  Technology  which  shall  be  the
     responsibility of iNoize. iQuest may at any time and from time to time make
     additions or changes to the iQuestSite. iNoize shall make no changes to the
     iQuestSite,  or  the  iNoize  Technology  as  installed  on the iQuestSite,
     without  the


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     prior written approval of iQuest. iQuest shall make the final determination
     of  all  code  and  content  to  be  used  on  the  iQuestSite.

6.6. iNoize  shall supply the staff to provide the Management Services including
     maintaining  and operating the Host System and the iQuestSite. iNoize shall
     be  responsible for, and IQuest shall not be liable for, the actions of the
     iNoize  staff.  iNoize's staff shall remain employees of iNoize, and iNoize
     will have sole responsibility for such employees including (but not limited
     to) responsibility for payment of compensation to such personnel for injury
     to  them  in  the  course  of  their  employment, and all aspects of labour
     relations  with  such  employees including but not limited to their hiring,
     supervision,  evaluation, discipline, firing, wages, benefits, overtime and
     job  assignments,  and  all other terms and conditions of their employment.
     During  the Term of this Agreement, iNoize shall not solicit for employment
     any  of  iQuest's  employees  without  iQuest's  prior  written  consent.

6.7. iNoize  shall  provide  such  training (not to exceed two days), advice and
     information  concerning  the use and features of iQuestSite as iQuest shall
     reasonably  request  without  charge. Any additional training will be at an
     additional  charge  mutually  agreed-on  in  advance.

6.8. iNoize shall be responsible for obtaining from third parties all rights and
     licenses  required  to  perform  the  Management  Services.

6.9. iNoize  will implement and maintain a real time iQuestSite activity monitor
     and  will  promptly  notify  iQuest  of any performance degradation or down
     time,  as  well  as  provide  monthly  iQuestSite  throughput  and activity
     reports,  including, but not limited to the information set out in Appendix
     "B".

6.10.  During the Term of the Management Services, iNoize shall at no extra cost
     to  iQuest  use its best efforts to promptly remedy any deficiencies in the
     Host  System  with  regard  to  the  requirements  of  this Agreement, upon
     receiving  written  notice  from  iQuest of such deficiency, or upon iNoize
     becoming  aware  of  such  deficiency.

6.11.  iNoize  shall  provide  assistance  as  requested  by iQuest in promoting
     iQuestSite  through  press releases and messages. iNoize will not place any
     such  promotional material without prior written approval of iQuest. iNoize
     will  have  no  liability  for  the inaccuracy of iQuestSite Content or any
     promotional  material  provided  by  iQuest,  provided that iNoize does not
     alter,  modify  or change in any way such materials and uses such materials
     in  compliance  with  the  directions  provided  by  the  iQuest.

6.12. iQuest, and its authorized representatives, will have the right to perform
     operational  reviews  with  respect to the Management Services and iNoize's
     operation  of  the  iQuestSite.  iNoize  shall  grant  iQuest  and  its
     representatives  full  and  complete  access,  subject to iNoize's standard
     security policies, during normal business hours and upon reasonable notice,
     to  the  Host  System  facilities,  and  shall  provide  iQuest,  with  the


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     information and assistance as reasonably requested in order to perform such
     operational  reviews.

6.13. In consideration of the Management Services, iQuest will pay to iNoize the
     Royaltiesas  set out in Appendix "A", which arethe only payments to be made
     by  iQuest  to  iNoize  hereunder  for  the  Host System and the Management
     Services.  iNoize  shall  be  solely  responsible  for, and shall indemnify
     iQuest  against, all costs and expenses related to the acquisition, set-up,
     operation  and  maintenance  of  the  Host  System.

6.14. iQuest shall have the right to reduce the scope of the Management Services
     at any time on at least thirty days prior written notice, without charge or
     penalty,  with  a  corresponding  proportionate  reduction  in charges. Any
     additional  cost  for  services  and  fees  beyond  those  outlined in this
     Agreement  shall  be  submitted to iQuest by iNoize in writing and shall be
     subject  to  approved  in  advance  by  iQuest  in  writing.

7.   MANAGEMENT  SERVICES  TERM

7.1. The Term of the Management Services will commence on the Effective Date and
     will  continue  for  an  initial  term of one year, and shall automatically
     renew  thereafter  for one year periods, unless terminated earlier pursuant
     to  the  provisions  of  this  Agreement.

7.2. iQuest  shall  have  the  right to terminate the Management Services at any
     time  on  at least 60 days prior written notice, without charge or penalty.

7.3. iNoize  shall  have  the  right to terminate the Management Services at any
     time  on at least 120 days prior written notice, without charge or penalty.

8.   WORK  PRODUCT

8.1. iQuest  shall  be  the sole and exclusive owner of all of the Work Product,
     and  of  all  Intellectual  Property in the Work Product. Ownership of Work
     Product will inure to the benefit of iQuest from the date of creation or of
     fixation  in  a  tangible medium of expression, as applicable, of such Work
     Product.  iNoize  hereby assigns and agrees to assign to iQuest exclusively
     all  right,  title, and interest in and to the Work Product, and all copies
     thereof, and the Intellectual Property in the Work Product, without further
     consideration, free from any claim or lien. iNoize shall promptly and fully
     disclose and deliver the Work Product to iQuest, in writing if requested by
     iQuest,  and  shall  execute  and  deliver  any  and  all  applications,
     assignments,  and  other  documents that iQuest requests for protecting the
     Work  Product.  iQuest shall have the full and sole power to prosecute such
     applications  and to take all other action concerning the Work Product, and
     iNoize  shall cooperate fully, at the expense of iQuest, in the preparation
     and  prosecution  of  all  such  applications  and in any legal actions and
     proceedings  concerning  the  Work  Product.

9.   IQUESTSITE  CODE,  CONTENT  AND  DOMAIN  NAMES


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9.1. Nothing  herein  shall  be  construed  to  grant any ownership or rights to
     iNoize in or to iQuestSite Code or iQuestSite Content, other than the right
     to  use  such material on the iQuestSite solely on behalf of iQuest as part
     of  providing  the  Management Services. The iQuestSite Code and iQuestSite
     Content,  and  all  Intellectual Property therein, are and shall remain the
     property  of  iQuest  or  its  licensers.

9.2. All  right,  title  and interest in iQuest's domain names used to locate or
     link  to  the iQuestSite shall vest exclusively in iQuest, and iNoize shall
     have  no  rights  or  interest  in  respect  of  such  domain  names.

10.  INOIZE  MARKS

10.1.  iNoize  grants  to iQuest a non-exclusive, non-transferable, royalty free
     right  to  use  iNoize  Marks  solely in connection with the License of the
     iNoize Technology and Documentation, to support the marketing, maintenance,
     support,  and sales of the IQuest Services, and other iQuestSite activities
     authorized by this Agreement, provided that iQuest includes the appropriate
     notices of ownership of such iNoize Marks. All iNoize Marks usage by iQuest
     shall  be  subject  to  the  inspection  and  control  of  iNoize.

10.2.  Nothing  herein  shall  be  construed to grant any ownership or rights to
     iQuest  in  or to the iNoize Technology, Documentation or Enhancements, and
     all  Intellectual Property therein, other than in accordance with the terms
     of  this Agreement and the License as set out in this Agreement. The iNoize
     Technology,  Documentation  and Enhancements, and all Intellectual Property
     therein,  are  and  will  remain  the  property  of  iNoize.

11.  WARRANTIES

11.l.  iNoize  represents  and  warrants  to  iQuest  that:

     (a)  iNoize  is  the  owner  of,  and  has  the right to license the iNoize
          Technology,  the Documentation and the iNoize Marks in accordance with
          this  Agreement,

     (b)  iNoize  is  not  aware  of  any claim by a third party that the iNoize
          Technology  infringes  any  proprietary  rights  of  a  third  party,

     (c)  the  iNoize  Technology  will  substantially conform to the Functional
          Specifications,

     (d)  iNoize  shall  take at iNoize's cost, all actions reasonably necessary
          to  protect  the  Intellectual  Property and other legal rights in the
          iNoize  Technology,  including  without  limitation  steps  to  file,
          prosecute  and  maintain  any  patent  application, secure any patent,
          maintain  any  patent  in  force,  and  file  and  prosecute  patent
          applications  on  Enhancements,


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     (e)  the  iNoize  Technology  is and will be free of any software disabling
          devices  or  internal  controls,  including,  without limitation, time
          bombs,  viruses,  or  devices  of  similar  nature,

     (f)  iNoize  has  the  ability  and  right  to  supply  the Host System, in
          accordance  with  this  Agreement,

     (g)  the  Host  System  shall meet or exceed the Host System Specifications
          with  respect  to  performance  and  functionality  including, but not
          limited  to,  processing speeds, response times, support for encrypted
          and  secure  Internet  communications  and  bandwidth,

     (h)  the  Host  System  shall  be  maintained and kept up-to-date utilizing
          current  developments  in  Internet-related  technology,  within  a
          reasonable  time  after such technology becomes generally commercially
          available,

     (i)  iNoize  shall  provide  the  Management Services in a professional and
          competent  manner  in  accordance  with  generally recognized industry
          standards,  and

     (j)  as  of the Effective Date of this Agreement iNoize has made, and shall
          continue  to  make  during  the  Term,  full  ,  complete,  and timely
          disclosure  to  iQuest of all facts and information that it has in its
          possession concerning any circumstances that could adversely affect in
          a  material manner the iNoize Technology, Host System, or the License.

12.  PUBLICITY

12.1. iNoize shall not, except as required for the performance of the Management
     Services,  without the written consent of iQuest in each instance, refer to
     this  Agreement  or  use  the  name  of  iQuest,  iQuest's domain name, any
     trademark,  trade  name,  symbol  owned  by  or referring to iQuest, in any
     advertising,  marketing,  publicity or otherwise, or represent, directly or
     indirectly, that any product or service offered by iNoize has been approved
     by  or  endorsed  by  iQuest.

13.  INDEMNIFICATION

13.1.  iNoize  shall defend, indemnify, and hold the iQuest Indemnitees harmless
     from  and  against,  and  shall  pay,  all  final damages and costs awarded
     against  any  of  them  arising  out of, any claim or action brought by any
     third  party  against any of them for actual or alleged infringement of any
     Intellectual Property, based upon the iNoize Technology, the Documentation,
     the  iNoize Marks, the Management Services or the License, and iNoize shall
     defend,  indemnify,  and  hold  the  iQuest  Indemnitees  harmless from and
     against  any  and  all  liabilities,  losses, costs, damages, and expenses,
     including  reasonable attorney's fees incurred by any of them in connection
     with any such infringement claim. iNoize may, in its reasonable discretion,
     either  procure  a  license  to  enable  iQuest  to  continue  to


                                       11
<PAGE>
     liquidation  or  other  termination  of  the  existence  of  iQuest;  or

     (c)  if  any  proceeding under the Bankruptcy and Insolvency Act of Canada,
          or  any  other  statute  of  similar  purport, is commenced by iQuest.

14.2.  If either party commits a material default under this Agreement, then the
     non-defaulting  party  shall have the right to terminate this Agreement if:

     (a)  in cases where such default is reasonably curable within 30 days after
          receipt  of  written  notice of such default, and such default has not
          been  cured  within  such  30  day  period,  or

     (b)  in  cases  where such default is not reasonably curable within 30 days
          after  receipt of written notice of such default, such default has not
          been  cured  within  such  further period of time as may reasonably be
          necessary  for  the  curing  of  such  default.

14.3.  Within 30 days after the termination of this Agreement by iNoize pursuant
     to  Section  14.1,  iQuest  will cease to use the iNoize Technology and the
     Documentation  in  any  manner  whatsoever.

15.  MANAGEMENT  SERVICES  TRANSITION  PROCESS

15.1. Commencing upon notice of termination of the Management Services under any
     of the provisions of this Agreement, the Parties shall cooperate fully with
     one another to facilitate a smooth transition of the Management Services to
     iQuest  or  to iQuest's designated replacement provider, without additional
     charge  paid  by  iQuest.  The  parties  shall  use  the following process;

     (a)  iNoize  shall  exercise  its  best  efforts to procure any third party
          authorizations  necessary to grant iQuest the benefit of any contracts
          between  iNoize  and  third party contractors required to provide such
          Management  Services;

     (b)  iNoize  shall  transfer,  license,  or  sub-license  to  iQuest  all
          proprietary  and  third  party  software  previously  used on iQuest's
          behalf, in order to allow iQuest to continue to perform for itself, or
          obtain  from  other  providers,  the  Management  Services;  and

     (c)  iNoize  shall  provide  to iQuest and iQuest's other service providers
          sufficient  information  and cooperation to ensure a smooth transition
          and  enable  iQuest's  personnel,  or  that of its other providers, to
          fully  assume  the  provision  to  iQuest  of the Management Services.

15.2.  Notwithstanding  any  other  provision,  if  any problem or other dispute
     arises  between  the  parties,  in no event nor for any reason shall iNoize
     interrupt  the  provision  of  Management


                                       13
<PAGE>
     Services  to  iQuest, disable or impair the Host System or other facilities
     used  to  provide  Management  Services,  or  perform any other action that
     prevents  or  reduces in any way the iQuest Services or iQuest's ability to
     conduct  its business unless the authority to do so is granted by iQuest or
     conferred  by  a  court of competent jurisdiction, or the then current Term
     for  the  Management  Services has been terminated or expired in accordance
     with  this  Agreement  and  a transition process reasonably satisfactory to
     iQuest  has  occurred.

16.  CONFIDENTIAL  INFORMATION

16.1.  Each  party  shall  with  respect  to  the  other  party's  Confidential
     Information:

     (a)  keep  such  Confidential Information in confidence and not disclose it
          to  any  person,  except  as  otherwise  expressly  permitted  by this
          Agreement  or with the prior written authorization of the other party;

     (b)  exercise  a  degree  of care in protecting the confidentiality of such
          Confidential Information that is at least equivalent to that which the
          recipient  party  uses  to  protect  its  own  information  of  like
          sensitivity  and  importance;

     (c)  not  use  such  Confidential  Information  in  any  way  which  may be
          reasonably  considered  as  detrimental  to the interests of the party
          owning  such  Confidential  Information;

     (d)  not  use  such  Confidential Information for any purpose other than as
          expressly  authorized  by  this  Agreement  or in writing by the party
          owning  such  Confidential  Information;

     (e)  permit  access  to  such Confidential Information only to those of its
          employees,  agents  and  subcontractors  as  need  such  Confidential
          Information for use as expressly authorized by this Agreement, and who
          prior  to receiving such Confidential Information have agreed to abide
          by  the  relevant  restrictions  contained  herein;

     (f)  promptly  advise  the  party  owning  such Confidential Information in
          writing  if  any  unauthorized  use or disclosure of such Confidential
          Information  comes  the recipient party's attention, and to assist the
          party  owning  such  Confidential Information take reasonable steps to
          stop  such  unauthorized  use  or  disclosure;  and

     (g)  promptly  return all Confidential Information to the party owning such
          Confidential  Information  upon  demand,  after any termination of the
          License.

16.2.  Notwithstanding  any  other  provision  herein,  a party may disclose the
     Confidential  Information  as  required by law or pursuant to an order of a
     court  of  competent  jurisdiction.


                                       14
<PAGE>
16.3. The  parties  acknowledge  and  agree  that  the  use or disclosure of the
     Confidential  Information  by  them  or  any  of their directors, officers,
     employees,  agents  or  subcontractors  in  breach  of  the  terms  of this
     Agreement  will  cause  irreparable  and  continuing damage which could not
     adequately  be  compensated for in damages alone. In such case, the injured
     party  will  have  the  right  to  seek  equitable and injunctive relief to
     prevent  any  actual  or  anticipated unauthorized use or disclosure of the
     Confidential  Information as well as all other remedies available at law or
     in  equity,  without  proof  of  actual  damages.

17.  GENERAL

17.1. Except  as  otherwise  expressly permitted by this Agreement, iQuest shall
     not  assign  or  transfer  any  of  its  rights  or  obligations under this
     Agreement  without the prior written consent of iNoize, which consent shall
     not  be  unreasonably  withheld.  Any  assignment by iQuest without consent
     shall  be  null  and  void.  iQuest  shall  have  the  right to assign this
     Agreement to a wholly owned-subsidiary or its parent company, or to a third
     party as part of the sale by iQuest to the third party of substantially all
     of  the  assets  of  iQuest.  iNoize  shall  have  the right to assign this
     Agreement to a wholly owned-subsidiary or its parent company, or to a third
     party as part of the sale by iNoize to the third party of substantially all
     of  the  assets  of  iNoize.

17.2. Nothing  in  this  Agreement will be deemed or construed to create between
     the  parties  hereto a partnership. No party will have the authority to act
     on behalf of the other party, or to commit the other party in any manner or
     cause  whatsoever,  or  to  use  the  other  party's  name  in  any way not
     specifically  authorized  by  this  Agreement.

17.3. No  condoning  or  excusing  by  a  party  of  any  default,  breach  or
     non-observance  by  the other party at any time in respect of any covenants
     or  conditions  of this Agreement shall operate as a waiver of such party's
     rights  under  this  Agreement  in  respect of any continuing or subsequent
     default,  breach or non-observance, and no waiver shall be inferred from or
     implied  by  anything  done  or  omitted by such party in the absence of an
     express  waiver  in  writing.

17.4. The  provisions  contained  in  this  Agreement  which by the terms hereof
     require  their  performance  by  the  Parties  after  the  expiration  or
     termination  of  this Agreement will be and remain in force notwithstanding
     such  expiration  or  other  termination  of  this Agreement for any reason
     whatsoever.

17.5. This  Agreement  will  enure  to  the  benefit  of and be binding upon the
     Parties  and  their  respective  successors  and  permitted  assigns.

17.6. This Agreement may be executed in counterparts and delivered by facsimile,
     and  such  counterparts  together  will  constitute  a  single  instrument.

17.7. If  any  provision  of  this  Agreement  is  found by a court of competent
     authority  to  be  void,


                                       15
<PAGE>
17.6. This Agreement may be executed in counterparts and delivered by facsimile,
     and  such  counterparts  together  will  constitute  a  single  instrument.

17.7. If  any  provision  of  this  Agreement  is  found by a court of competent
     authority  to  be void, unenforceable, illegal or invalid, then it shall be
     severed  and  shall  not  affect  the  validity  of  the  remainder of this
     Agreement.

17.8. This  Agreement  shall be governed by and construed in accordance with the
     laws  of  British  Columbia.

17.9. Each  of the parties represents and warrants that it is duly formed and in
     good  standing  under  the laws of the jurisdiction of its formation and is
     qualified  and  registered  to transact business in all locations where the
     performance  of  its  obligations would require such qualification; that it
     has  all  necessary rights, powers, and authority to enter into and perform
     this  Agreement;  that  the  execution,  delivery,  and performance of this
     Agreement has been duly authorized by all necessary managerial or corporate
     action;  and  that the execution and performance of this Agreement will not
     breach  any  agreement, covenant, court order, judgment, or decree by which
     such  party  is  bound.

17.10. This  Agreement  sets  forth the entire understanding between the Parties
     with  respect  to its subject-matter and supersedes any previous agreement,
     written  or  oral, between the Parties with respect to such subject-matter,
     and  there  are no oral or written agreements, promises, warranties, terms,
     conditions,  representations  or collateral agreements, express or implied,
     other  than  those  contained  in  this  Agreement.

IN  WITNESS  WHEREOF the Parties have duly executed this Agreement by their duly
authorized  representatives.


iNOIZE.COM  SOFTWARE  LTD.

By:    /s/ Craig Hamilton
   -------------------------------------

Name:  Craig Hamilton
     -----------------------------------

Title: President
      ----------------------------------

Date:  Dec 13/00
     -----------------------------------


iQuest Networks Inc.

By:    /s/ Anton J. Drescher
   -------------------------------------

Name:  Anton J. Drescher
     -----------------------------------


                                       16
<PAGE>
                                  APPENDIX "A"

1.  FUNCTIONAL  SPECIFICATION

PRODUCT  FEATURES
-----------------

STREAMING  MP3  -  ideal  for  listeners,  immediate  playback,  no  storage
requirements,  no  copying  of  digital  files

RESTRICTED  ACCESS  -  limited  streams  from  users  eliminates  concerns  for
commercial  use  or  widespread  broadcast  applications

ENCRYPTION OF STREAMING MEDIA FILES - centralized server stores encryption keys,
eliminating  copy  concerns

CHAT  CHANNELS  -  communications  amongst  community members to enhance sharing
experience

SCALABILITY  - access to a large number of nodes on the network facilitating the
discovery  of  more  obscure  music.

PRODUCT  DESCRIPTION
--------------------

Internet  users with broadband internet connectivity may download the iQuestSite
application software and register to become members of the iQuestSite community.
Community  members  (End Users) can listen to music from the private collections
of other iQuestSite members around the world. Users log on to iQuestSite, search
for  files of interest - a particular artist or a song title- and the iQuestSite
service  locates a source of the desired music from the collective music library
and  then  streams  the  music  to  the  listener.

iQuestSite  is  a  distributed  intemet-based  library.  By  registering  with
iQuestSite, users who have their own private library CD collection stored as MP3
files on their hard drives agree to share their collection with other iQuestSite
members.  iQuestSite  adds  each  user's  music  collection  to  the distributed
database, and any member at any time can access iQuestSite from its web page (if
they  have  iQuestSite  software  running on their current computer), state what
they'd  like to listen to, and iQuestSite software searches the collective music
library,  and  streams  in  real-time  the  desired selection to the destination
computer.

Streaming is the process wherein the digital file arrives at the user's computer
in  near real-time and is decrypted and decoded as it arrives. The file is never
completely present in the user's PC either in memory or on the user's hard-drive
and  therefore cannot be stored or copied. This provides Internet users with the
first  service  that  will  allow them to legally listen to copyrighted material
on-demand.  iQuestSite  offers  unlimited  access  to  a


<PAGE>
virtually  infinite  library  of  music,  while  respecting  copyright  laws. By
streaming  real-time  encrypted  music  files  from  a  member's  hard drives to
listener's  computers, copying is prevented and therefore the iQuestSite service
provides  a  powerful  competitive  edge  over  other MP3-based companies, whose
services  may  facilitate  the  piracy  of  music  through  unlawful  copying.

For computer users to become active members of the iQuestSite community all that
is  required  is a broadband connection to the Internet, one of many MP3 players
that  can be downloaded for free from the internet, and a soundcard in their PC.

Note:  iNoize  has not entered into any licensing agreements with music creators
for  licensing  which  may  be required. One scenario that has been suggested by
music  creators is controlling the access to music on the iQuestSite network. An
example of this would be that the current top forty hits would only be available
to be listened to once every xx hours. Access control such as this may go a long
ways towards enabling strategic partnerships with companies, and as such, iNoize
cannot  make  any guarantee that iQuestSite users will receive a service with no
access control policy implemented as is currently available. This access control
policy  could  be  implemented  at  the  sole  discretion  of  iNoize.

TECHNOLOGY
----------

iNoize  has  developed  proprietary technology as its solution to the increasing
market  demand  for  locating  and  sharing  media  files.  These  technological
innovations center on the means for maintaining security of streaming files when
they  are  transferred  between  users  in the network. These developments offer
iQuestSite  a  powerful  competitive  advantage  over  other  MP3  file-sharing
companies.

Redundant  identification  data  and  dynamic  network  updates  are tailored to
provide  a high probability of fulfillment of a search request from the network.
Proprietary  iNoize software maintains a record of the locations of source files
across  the network and dynamically updates library file records in real-time to
maintain access to live files on network nodes, and to balance the load for file
retrieval  across many sources. The search algorithm also controls the degree of
redundancy in search pathways (necessary to maintain high probability of request
fulfillment)  in  the  network  to control server load, and serves as an overall
manager  of  file  availability.

iNoize's  patent-pending  streaming file security software encrypts and delivers
media  while  restricting  access  to  authorized  accounts  and preventing file
copying.  The  iNoize  application and iNoize -developed media-specific plug-ins
allow  a  user to listen or view a media file but not copy, store and replay it.
Public-key encryption is used to secure data during delivery of the file and the
file  encryption keys. Media files distributed throughout the community are only
accessible  through  the  application,  which  exchanges encryption keys with an
iQuestSite  maintained  central  server.


                                       2
<PAGE>
Through  the  connection  to  the  central  key  servers, secure file sharing is
monitored  centrally  by  automated  iNoize software. The iNoize application and
plug-in manage the encryption, decryption and secure delivery of the file to the
media  player on the user's PC preventing any copying of the digital data stream
during  the  sharing  process.  In addition, the software restricts streaming to
only  one file at a time and limits the total number of streams sourced from any
one  node  thereby  ensuring the source media files are not useable for unlawful
commercial,  private  pirating or multicasting applications. In order to protect
its  position  in  the  market place and to sustain a competitive advantage, the
company  has  filed,  and  will continue to file, patents on its core technology
related to searching and secure delivery of distributed digital media as well as
business  processes  related  to  the use of those technologies in the company's
e-commerce  initiatives.

FUTURE  PRODUCT  ENHANCEMENTS
-----------------------------

(Note:  At  times  the  word  soon is used to describe proposed features for the
iQuestSite  network. No express guarantee as to schedule for role out for any or
all  of  the  following  features  is  implied.)

iNoize products and services will develop to best meet the requirements of music
listeners,  artists  and  record  labels  in  this rapidly changing marketplace.
iNoize  is continually expanding the feature set of its service and will soon be
offering  users  additional  content including band biographies, lyrics, concert
info,  and links to other music-related goods, such as apparel. iNoize will seek
partnerships  with  tour  operators,  ticket  retailers, record labels and music
merchants  (on- and off-line) to offer the most relevant and interesting content
to  its  community.

Music  file sharing has proven very taxing on bandwidth for institutions such as
universities,  as  well as broadband service providers. The bottleneck occurs at
the relatively small pipe that some of these organizations have to the Internet.
iNoize  network  will soon have the ability to perform "smart sourcing" of music
files.  This  feature,  currently  under  development at the company, will allow
iNoize  technology  to  eliminate the scenario of a user from Indiana University
streaming a song from a user at UCLA when another user at Indiana University has
that  song.  The  file  will simply be sourced from the user that is on the same
network  sub-net,  eliminating  the  unnecessary streaming of the files over the
Internet  and  reducing  bottlenecks  due  to  file  transfers.

iQuestSite also is developing "MatchMaker", a technology that enables members to
                               ----------
browse and listen to the collections of other users with similar musical tastes.
Members can also generate playlists, which are custom compilations of songs that
can  come  from  various  different  members'  collections on the network. These
playlists  can  be  saved  and  played  back at any time, that is, automatically
streamed  as  a preset sequence from available sources in the network. Playlists
will  be  exchanged  among  members.


                                       3
<PAGE>
Because  of  the  demand  for  portability in digital music, iNoize will look to
partner  with  those  companies  in  the broadband wireless industry to link its
network  into  the  growing  handheld  hardware  player  market.

2.   ROYALTIES  (SECTION  4)

The  royalty  shall  be:

(a)  for  the  first  500,000  Participating  End-Users,  $0.02  for  each  such
     Participating  End-User,  and

(b)  for  all  Participating  End-Users  over  the  first  500,000 Participating
     End-Users,  $0.05  for  each  such  Participating  End-User


                                       4
<PAGE>
                                  APPENDIX "B"

          I    MANAGEMENT  SERVICES  AND  HOST  SYSTEM  REQUIREMENTS  AND
               SPECIFICATIONS

The  Host  System, including its various parts, shall be maintained and operated
in  accordance  with,  but  not  limited  to,  the  following:

1.   The  computer  hardware  servers,  disk  storage,  and  other  components
     configured  as  follows;

     -    2  Dell Poweredge 1300 Servers, 600 Mhz Pentium's 500 MB Ram 9 Gigs of
          disk  space
     -    Oracle  8i  installed  with  replication  between  the  two  servers.
     -    Tomcat  Webserver  V  3.1  on  each  server
     -    JDK  1.2  running  java  on  each  box

2.   A  protected  and  secure  computer  room  environment with physical access
     restricted to authorized personnel and network. Remote access restricted by
     firewall  and  other  electronic means to authorized Users, sufficient tire
     suppression  equipment  so  as to protect the computer hardware and network
     hardware,  and  backup  power supplies to provide uninterrupted supplies of
     electricity.

3.   Redundant  Internet  network  connections  to  the computer room, including
     multiple  connections  to  more  than  one  Internet  access  provider.

4.   Automatic  cutover  of  servers so that failure of any one server shall not
     affect  nor  disrupt  the  operation  of  the  iQuestSite.

5.   Automatic  and  regularly scheduled backup of the iQuestSite, including the
     iQuestSite  Code  and  the  iQuestSite Content, and the restoration of such
     backups  as  requested  by  iQuest,  with such backups stored at a location
     different  than  from  the  iQuestSite.

6.   Twenty-four (24) hours per day, seven (7) days per week support of the Host
     System;  and  complete  facilities  management,  including  data  backups,
     computer  hardware  maintenance, network hardware maintenance, installation
     of  software  updates  and  fixes  as  supplied by the manufacturers of the
     computer  and  network  hardware  in  place,  and  any  such other tasks as
     required to operate the Host System in accordance with the requirements and
     obligations  herein,

7.   Establish  and  maintain  arrangements  for  emergency  backup services and
     resources.  If  any  threatened  or actual interruption or shutdown (of any
     duration)  the  Host  System  occurs,  iNoize  shall  take all commercially
     reasonable measures to minimize the damage caused and shall work diligently
     to  restore  the  Host  System  to  the  levels  specified  herein.


<PAGE>
II   IQUESTSITE  MONTHLY  REPORTS

   Participating  end  users
   Nonparticipating  end  users
   Age
   Zip
   Country
   Date  logged  in
   Email  address
   Tracks  (songs)  listened  to  per  month
   How  many  tracks  streamed  each  month


                                       2
<PAGE>