EXHIBIT 10.1

                                  LICENSE AGREEMENT

THIS LICENSE AGREEMENT made effective this 1st day of January, 2001

BETWEEN:

          ADVANCED INTERACTIVE INC., a corporation, incorporated
          on September 1, 1998 established under the laws of the
          State of Nevada, USA, and having its head offices
          located at suite 718 - 1350 East Flamingo Road, Las
          Vegas, NV  89119

                 (hereinafter called "AII Nevada")

AND:

          ADVANCED INTERACTIVE CANADA INC., a corporation
          established under the laws of the Province of British
          Columbia which is a wholly owned subsidiary of AII
          Nevada with offices at suite 2101 - 1177 West Hastings
          Street, Vancouver, BC V6E 2K3

                (hereinafter called "AII Canada")

AND:

          ALTERNET SYSTEMS INC., a corporation established under
          the laws of the State of Nevada, USA, having offices at
          Suite 280 - 815 West Hastings Street, Vancouver, BC,
          Canada V6C 1B4

               (hereinafter called "Alternet")

singularly referred to as  "party", and together referred to as
"the Parties"

WITNESSETH THAT:

A.  WHEREAS AII Nevada and AII Canada have developed proprietary
    software and hardware systems technology known as
    "SchoolWeb" and "OfficeServer" for caching Internet and
    multimedia files on special servers at schools, homes,
    businesses or other locations, and wish to license certain
    rights to the SchoolWeb and OfficeServer software and
    hardware systems technology (the "Licensed Technology") to Alternet;

B.  WHEREAS AII Nevada or AII Canada wishes to provide Products
    and Services to customers using the Licensed Technology
    including after installation support and services to
    customers which use the Licensed Technology; and

C.  WHEREAS Alternet is a start-up company with a skilled sales
    force, operating in North America, and wishes to enter into
    this License Agreement to obtain rights to distribute,
    market, sell and license the Licensed Technology, to provide
    the Licensed Technology, Products and Services in a
    prescribed Field of Use, in a prescribed Territory, under
    the terms and conditions of this Agreement, and

D.  WHEREAS Alternet represents that it is experienced in, and
    wishes to put its full energy towards, the enhancement and
    commercial development of a business which would use the
    Licensed Technology including devoting funds, staff,
    business expertise and business and marketing planning to
    further the commercial success of the Licensed Technology.

NOW THEREFORE in consideration of the mutual promises and
covenants hereinafter contained, AII Nevada, AII Canada, and
Alternet, the Parties to this Agreement, agree as follows:

1.0  INTERPRETATION

1.1  As used in this Agreement, the following terms shall have
     the definitions respectively assigned to them hereunder
     unless the subject matter or context otherwise requires:

    (a)  "Agreement" means this document comprising Sections 1
         to 22 inclusive together with Schedules 1.0 and 2.0
         attached hereto, which shall be read with and form a
         part of this Agreement;

    (b)  "SchoolWeb" and "OfficeServer" mean the trademarked
         names of the Licensed Technology produced by employing
         the Licensed Technology and shall be read to include
         any future names trademarked by AII Nevada or AII
         Canada or Alternet which relate to the Licensed Technology;

    (c)  "Follow-on Invention" means an invention made by, owned
         by or licensed to AII Nevada or AII Canada that falls
         within the scope of the claims of the intellectual
         property ("IP") rights forming the Licensed Technology,
         or an invention that utilizes the IP or one that
         constitutes an Improvement to the IP;

    (d)  "Field of Use" has the meaning set out in Schedule 1.0, part V;

    (e)  "herein", "hereby", "hereof", "hereunder", and similar
         expressions, when used in any Section, shall be understood to relate
         to this Agreement as a whole and not merely to the Section in which
         they appear;

    (f)  "Improvement" means any change to or development of the
         Licensed Technology made by, owned by, or licensed to,
         AII Nevada or AII Canada, including a Follow-on
         Invention, that may improve the Licensed Technology or
         the Services or both.  Improvement includes for
         copyrightable or copyrighted material, any translation,
         abridgement, revision or other form in which an
         existing work may be recast, transformed or adapted;
         for patentable or patented material, any improvement
         thereon; and for material which is protected by trade
         secret, any new material derived from such existing
         trade secret material, including new material which may
         be protected or protectable by copyright, patent and/or trade secret;

    (g)  "Licensed Technology" means the proprietary software
         and hardware systems technology currently known as
         "SchoolWeb" and "OfficeServer" for caching and indexing
         Internet and multimedia files on special servers at
         schools, homes and businesses as described in Schedule 1.0, Part I.

         The term Licensed Technology also includes:

         (i)  the head-end hardware and software system
              necessary to transmit data via various
              broadcasting systems, and the receiving and
              decoding hardware and software at the receiving
              location, as described in Part III of Schedule 1.0,

         (ii) all claims specific to the transmission encoding
              process contained in IP described in Part II of
              Schedule 1.0, as may be amended from time to time,
              including any continuation, divisional, or
              continuation-in-part application entitled to
              priority based on the IP, as described in Schedule
              1.0, as well as any Improvements,

          (iii) any Licensed Technology provided  by way of
              technical assistance as more particularly set out in
              Section 4.0 hereof of this Agreement; and

          (iv) Product as defined below.

    (h)  "Maintenance" means provision of Hardware Maintenance,
         and Software Maintenance which is required to ensure
         Licensed Technology customers' ability to utilize the
         Licensed Technology.

         "Hardware Maintenance" means the provision of hardware
         service calls and repair and/or replacement of hardware
         components of SchoolWeb and OfficeServer systems.

         "Software Maintenance" means provision of a service to
         repair any software problems, as well as provide
         upgrades to the software, on a periodic basis;

          (i)  "Net Revenue" means the total revenue from the
               distribution, marketing, sub-license or sale of the
               Licensed Technology, less the cost of installation,
               Maintenance, hardware costs, hardware leasing costs,
               taxes, costs incurred by third parties (parties other
               than the Parties) but charged against the Net Revenue,
               discounts and rebates Alternet receives from its rights
               to the Licensed Technology, and specifically excludes
               revenues of AII Nevada or AII Canada which are realized
               from providing Product Software, Software Maintenance
               and Software License to Alternet's customers;

    (j)  "Party" means Alternet, AII Nevada and/or AII Canada as
         the context requires, and "Parties" means all of
         Alternet, AII Nevada or AII Canada;

    (k)  "Product" means any Product Hardware and Product
         Software which are made in whole or in part by
         utilizing the Licensed Technology, or any application
         or hardware of the IP which falls within the definition
         of Licensed Technology, or which are produced according
         to a process which, in whole or in part, is subject to
         IP which falls within the definition of Licensed
         Technology, or any IP application therefor.

         "Product Hardware" means any physical hardware that
         resides in the server box, along with any other
         peripheral units required to make up the SchoolWeb and
         OfficeServer systems.  Product hardware may also
         include installation and commissioning at the
         customer's premises.

         "Product Software" means any software operating systems
         and software applications that are part of , and allow
         the SchoolWeb and OfficeServer to operate, including
         software programs that may reside on computer clients
         that use the SchoolWeb and OfficeServer systems.  Product Software
         may also include installation and configuration of software on server
         hard drives;

    (l)  "Restricted Information" means information of a
         confidential or proprietary nature disclosed by one
         party to another.  Restricted Information does not
         include:

          (i)  information which is lawfully in the public domain
               at the time of one Party's receipt or acquisition
               thereof from the other Party, or which becomes a
               part of the public domain through no breach, by
               the receiving Party, of any obligation of
               confidentiality with respect to such information;

and

          (ii) information which, subsequent to one Party's
               receipt or acquisition thereof from the other
               Party, is lawfully obtained by the receiving Party
               from another source without restriction on further
               disclosure and without breach by any person of any
               obligation of confidentiality (contained herein or
               otherwise existing) with respect to such information.

    (m)  "Services" means any Support Services or Consulting
         Services related to the Licensed Technology which are
         required to ensure Licensed Technology customers'
         ability to utilize the Licensed Technology.
         "Support Services" means the provision of help desk and
         technical support for purchasers of SchoolWeb and
         OfficeServer systems, for 'x' hours per day, 'y' hours
         per week.

         "Consulting Services" means the provision of consulting
         work regarding variations of hardware and software of
         SchoolWeb and OfficeServer systems to suit new client
         applications;

    (n)  "Software License" means the license attached to each
         SchoolWeb and OfficeServer system sold or leased to
         every client;

    (o)  "Territory" means the geographical area, in which
         Alternet has been given the licensed rights to the
         Licensed Technology.  The Territory is described in
         Schedule 1, Part IV.

1.2  For the purposes of this Agreement, any reference to the
     "sale" of Licensed Technology or Services shall be
     interpreted to include the "lease", "license" or "sub-
     license" of Licensed Technology or Service, or both.

2.0  GRANT OF LICENSE

2.1  Subject to the terms of this Agreement AII Canada and AII
     Nevada hereby grant to Alternet an exclusive right and
     license to commercialize, distribute, sell, sub-license and
     market SchoolWeb related Licensed Technology, Products and
     Services in the prescribed Fields of Use, and in prescribed
     Territories, as set out in Schedule 1.0 hereto; and a non-
     exclusive license to commercialize, distribute, sell, sub-
     license and market OfficeServer related Licensed Technology,
     Products and Services, in the prescribed Fields of Use, and
     in prescribed Territories, as set out in Schedule 1 hereto.

2.2  AII Canada and AII Nevada shall be the sole and exclusive
     provider of the Software License for SchoolWeb and
     OfficeServer systems.  AII Canada and AII Nevada shall also
     have the right of first refusal to be the provider to
     Alternet (at commercially reasonable and competitive rates)
     of Product Software and Software Maintenance.  The Parties
     shall agree annually on suitable levels of service and cost
     of both Product Software (including installation and
     configuration on a hard drive) and Software Maintenance.

2.3  Alternet agrees that this Agreement does not grant Alternet
     any rights to or interest in such Licensed Technology except the right
     to use such Licensed Technology in accordance with the terms of this
     Agreement.  In short, Alternet will not acquire existing IP rights from
     AII Nevada or AII Canada as a result of engaging in the
     transactions in this License Agreement.

2.4  Alternet agrees that during the term of this Agreement and
     thereafter it will not dispute or contest, directly or
     indirectly, the validity of AII Nevada's or AII Canada's IP
     rights to the Licensed Technology, nor counsel or assist any
     other party to do the same, unless compelled to do so by due
     process of law.

2.5  Except as concerns GNU licenses and other software vendors
     licenses provided to Alternet by AII Nevada or AII Canada,
     neither AII Nevada nor AII Canada are aware of any way in
     which the Licensed Technology or Services infringe upon any
     third parties' copyright, patent, industrial design,
     registration or trademark rights.  Nothing in this Agreement
     shall be construed as a representation, warranty or covenant
     by or on behalf of AII Nevada or AII Canada,

    (a)  that any Licensed Technology which is manufactured,
         used, or sold, or any Service which is provided
         pursuant to the license granted under this Agreement,
         is, or will be, free from infringement of any
         copyright, patent, industrial design registration, or
         trademark, or is not, or will not be, in breach of a
         trade secret,

    (b)  that it will bring or prosecute any action or suit of
         any nature against any third party with respect to such
         third party's infringement or alleged infringement of
         the Licensed Technology, or

    (c)  that it will defend any action or suit of any nature
         brought by any third party in which it is alleged that
         use of the Licensed Technology has infringed, or will
         infringe, such third party's rights,

    (d)  if there are any software license fees to be paid to
         third parties then Alternet will pay those fees and the
         fees will be considered as part of the cost of the server.

2.6  Alternet agrees that it will not institute any action or
     suit of any nature against AII Nevada or AII Canada, by way
     of indemnification or otherwise, in respect of any of the
     matters set out in Section 2.4.

2.7  In the event of an alleged infringement of the Licensed
     Technology or any right with respect to the Licensed
     Technology, Alternet shall have the right to prosecute
     litigation designed to enjoin infringers of the Licensed
     Technology.  AII Nevada and AII Canada agree to co-operate
     to the extent of executing all necessary documents and to
     vest in Alternet the right to institute any such suits, so
     long as all the direct costs and expenses of bringing and
     conducting any such litigation or settlement shall be borne
     by Alternet and in such event all recoveries in excess of
     all costs relating to the litigation shall enure to Alternet.

2.8  Subject to the prior written consent (said consent not to be
     unreasonably withheld) of AII Nevada or AII Canada, Alternet
     may grant sublicenses to third parties on terms and
     conditions substantially in accordance with the terms and
     conditions contained herein.  AII Canada's or AII Nevada's
     entitlement to payments derived from such sublicensing
     arrangements shall be agreed upon by the Parties prior to
     AII Nevada or AII Canada providing its written consent.

2.9  In the event that any complaint is made against Alternet
     with respect to its marketing, use or sale of the Licensed
     Technology or Services, the following procedure shall be adopted:

    (a)  Alternet shall promptly notify AII Nevada or AII Canada
         upon receipt of any such complaint and shall keep AII
         Nevada or AII Canada fully informed of the actions and
         positions taken by the complainant and taken or
         proposed to be taken by Alternet on behalf of itself or
         a sublicensee,

    (b)  all costs and expenses incurred by Alternet or any
         sublicensee of Alternet in investigating, resisting,
         litigating and settling such a complaint, including the
         payment of any award of damages and/or costs to any
         third party, shall be paid by Alternet or any
         sublicensee of Alternet, as the case may be save and
         except in the case of negligence or fault in the
         provision of Services by AII Canada or AII Nevada (in
         which case the costs and expenses shall be paid by AII
         Canada or AII Nevada);

    (c)  no decision or action concerning or governing any final
         disposition of the complaint shall be taken without
         fully informing AII Nevada or AII Canada;

    (d)  AII Nevada or AII Canada may elect to participate
         formally in any litigation involving the complaint to
         the extent that the court may permit, but any
         additional expenses generated by such formal
         participation shall be paid by AII Nevada or AII Canada
        (subject to the possibility of recovery of some or all
         of such additional expenses from the complainant); and

    (e)  if the complainant is willing to make or accept an
         offer of settlement and Alternet is willing to make or
         accept such offer and AII Nevada or AII Canada is not,
         then AII Nevada or AII Canada shall conduct all further
         proceedings at its own expense, and shall be
         responsible for the full amount of any damages, costs,
         accounting of profits and settlement costs in excess of
         those provided in such offer, but shall be entitled to
         retain unto itself the benefit of any litigated or
         settled result entailing a lower payment of costs,
         damages, accounting of profits and settlement costs
         than that provided in such offer.

2.10  In the event that any complaint is made against AII Nevada
      or AII Canada with respect to the use of the Licensed
      Technology by Alternet or the marketing, use or sale of the
      Licensed Technology by Alternet for which AII Nevada or AII
      Canada is relying upon the indemnification of Alternet
      pursuant to Section 14 herein, then the following procedure
      shall be adopted:

    (a)  AII Nevada or AII Canada shall promptly notify Alternet
         upon receipt of any such complaint and shall keep
         Alternet fully informed of the actions and positions
         taken by the complainant and taken or proposed to be
         taken by AII Nevada or AII Canada,

    (b)  pursuant to the indemnification contained in Section
         14, all reasonable costs and expenses incurred by AII
         Nevada or AII Canada in investigating, resisting,
         litigating and settling such a complaint, including the
         payment of any award of damages and/or costs to any
         third party, shall be paid by Alternet,

    (c)  no decision or action concerning or governing any final
         disposition of the complaint shall be taken without
         full consultation with and approval by Alternet in
         writing, such approval not to be unreasonably withheld,

    (d)  Alternet may elect to participate formally in any
         litigation involving the complaint to the extent that
         the Court may permit, with the consent of AII Nevada or
         AII Canada, such consent not to be unreasonably
         withheld, but any additional expenses generated by such
         formal participation shall be paid by Alternet (subject
         to the possibility of recovery of some or all of such
         additional expenses from the complainant), and

    (e)  if the complainant is willing to accept an offer of
         settlement and AII Nevada or AII Canada is willing to
         approve the acceptance of such an offer and Alternet is
         not, then Alternet shall conduct all further
         proceedings at its own expense and shall be responsible
         for the full amount of damages, costs, accounting of
         profits and settlement costs in excess of those
         provided in such offer, but shall be entitled to retain
         unto itself the benefit of any litigated or settled
         result entailing a lower payment of costs, damages,
         accounting of profits and settlement costs than that
         provided in such offer.

2.11  Upon request by AII Nevada or AII Canada (both acting
      reasonably and without undue interference in the business of
      Alternet):

    (a)  Alternet shall provide AII Nevada or AII Canada with
         copies of all reports, minutes, notes, and other
         documents containing information which Alternet
         generates in relation to the use of the Licensed
         Technology (provided no law, statute or regulation bars
         such provision); and

    (b)  Alternet shall grant to AII Nevada or AII Canada an
         exclusive, irrevocable right and license to use such
         information together with the right to grant other
         sublicensees the right to use such information at no
         cost to AII Nevada or AII Canada.

3.0  TRANSFER OF LICENSED TECHNOLOGY

3.1  To the extent required for marketing, use and sales, and
     subject to the terms and conditions contained in this
     Agreement, and upon execution of the Agreement, AII Nevada
     or AII Canada shall provide to Alternet, at AII Nevada's or
     AII Canada's expense:

    (a)  an IP disclosure statement prepared by AII Nevada or
         AII Canada relating to the IP referred to in Schedule
         1.0, Part I;

    (b)  all of the available technical information described in
         Schedule 1.0, Parts I and III which deal with the
         knowledge of the Licensed Technology, within one
         hundred fifty (150) days after the effective date of
         this Agreement, and

    (c)  technical assistance in accordance with Article 4.0.

3.2  During the term of this Agreement AII Nevada or AII Canada
     shall provide to Alternet any Improvement to the Licensed
     Technology, in which case the provisions of Article 7 hereof
     shall apply to said Improvement.

3.3  To maintain quality control during the term of this
     Agreement, Alternet agrees to purchase materials and
     software provided by AII Nevada or AII Canada provided that
     these are available at commercially reasonable and
     competitively advantageous rates.  AII Nevada's or AII
     Canada's proprietary software shall be kept by Alternet as
     highly Restricted Information as outlined in Section 8.0.

3.4  Alternet further agrees to make all reasonably necessary
     efforts to affix or print the SchoolWeb or OfficeServer
     trademark on software or hardware components comprising the
     Licensed Technology marketed under this Agreement to its
     customers, such that a trade mark is clearly visible to its
     customers.

4.0  TECHNICAL ASSISTANCE

4.1  Upon the written request of Alternet, AII Nevada or AII
     Canada will make available, for a time period and at a
     commercially reasonable and competitive price to be
     determined at the time of the request, and at a level to be
     determined by AII Nevada or AII Canada, the services of a
     minimum of two (2) full time suitable, competent personnel
     to assist Alternet in exploiting the Licensed Technology for
     the purposes specified in Section 2.1 to provide Products
     and Services to customers.

4.2  Upon the written request of Alternet, AII Nevada or AII
     Canada may permit Alternet to attach a reasonable number of
     two (2) or more of its personnel to AII Nevada's or AII
     Canada's facilities, in accordance with terms and conditions
     reasonably specified by AII Nevada or AII Canada, in order
     to assist Alternet in exploiting the Licensed Technology.

4.3  Upon the written request of AII Nevada or AII Canada,
     Alternet may, at Alternet's discretion, permit AII Nevada or
     AII Canada to attach a limited number of its personnel to
     any facility where the Licensed Technology is being
     exploited by Alternet for the purposes specified in Section
     2.1, under terms and conditions specified by Alternet, to
     enable AII Nevada or AII Canada to observe such exploitation
     of the Licensed Technology.

4.4  AII Nevada or AII Canada may also provide to Alternet other
     forms of technical assistance, including making its
     facilities available in connection with a demonstration of
     the Licensed Technology. Such technical assistance will be
     provided upon payment therefor by Alternet, on the basis of
     AII Nevada's or AII Canada's standard commercial rates
     (which shall be commercially reasonable) plus travelling and
     living expenses at AII Nevada's or AII Canada's standard
     rates (provided these rates are commercially reasonable).

5.0  PAYMENTS

5.1  In consideration of the grant of license under this
     Agreement Alternet shall pay to AII Nevada or AII Canada
     during the term of this Agreement, the following payments
     (the "Payments"):

    (a)  Payments from its revenue from the sale, lease or sub-
         license of Licensed Technology, Products and Services
         equal to forty (40) % of the Net Revenue received for
         such revenue, except that payment under Net Revenue
         shall not be less than US$1000 per server per annum;

and

    (b)  Payments, if applicable, for Product Software and
         Software Maintenance provided by AII Nevada or AII
         Canada (if these fees are first received by Alternet
         from its clients to whom the services were rendered),
         as agreed annually by the Parties as described in
         Article 2.2 for both the SchoolWeb and OfficeServer
         portions of the Licensed Technology;

    (c)  Also, in consideration of the license granted, and on
         execution of this Agreement, Alternet will issue to AII
         Nevada the greater of 2,000,000 of its common shares,
         or an amount equal to 25% of Alternet's totally issued
         and outstanding common shares at the date of execution
         of this Agreement.  Furthermore, Alternet will give AII
         Nevada the right to appoint Karim Lakhani (or such
         other person as may be agreed by AII Nevada and
         Alternet) to its Board of Directors;

    (d)  For the term of this Agreement and commencing on
         January 15, 2001 Alternet will make payments to AII
         Nevada or AII Canada of US$10,000 per month in year one
         (1), US$20,000 per month in year two (2), and
         increasing in US$8,000 per month in each of the
         subsequent years of the Agreement to maximum monthly
         payments of US$64,000 in year ten (10), said payments
         to be reduced in any given month by the amount received
         in the previous month by AII Nevada or AII Canada from
         payments in 5.1(a) hereof after the first three years
         of this agreement, except that the total payment under
         5.1(a) and 5.1(d) shall not be less that the regular
         monthly fee in 5.1(d).

5.2  The Parties agree that a payment in respect of Licensed
     Technology or Service shall be made even if such Licensed
     Technology or Service is not covered by a claim of a
     proprietary right set forth in Schedule 1.0, Part II.

5.3  Alternet shall provide financial accounting statements to
     AII Nevada or AII Canada within thirty (30) days after each
     quarterly period during the term of this Agreement.  All
     such statements shall include a calculation of the amount
     due to AII Nevada or AII Canada for payments under Section
     5.1, be certified as correct by the Treasurer or other
     responsible financial officer of Alternet, and be
     accompanied by a remittance to AII Nevada or AII Canada of
     the amount shown to be payable.

5.4  All payments and statements to be submitted by Alternet to
     AII Nevada or AII Canada shall be sent as directed by AII
     Nevada or AII Canada.  All amounts payable to AII Nevada or
     AII Canada shall be calculated and paid in US dollars (using
     prevailing currency exchange rates where Alternet has
     received revenues in Canadian dollars).

5.5  All overdue accounts shall bear interest at a rate equal to
     the Royal Bank of Canada's bank prime commercial lending
     rate in effect on the date the payment becomes overdue, plus  2%.

5.6  Alternet agrees that it will not sell or sub-license the
     Office Server portion of the Licensed Technology for a price
     less than US$2,500 per server per year unless otherwise
     agreed with AII Nevada.

5.7  AII Nevada and AII Canada agree that they will direct
     Alternet as to which one of them any individual Payment
     should be made.  AII Canada and AII Nevada are both included
     as parties to this Agreement because:

    (a)  this permits them to direct income in accordance with
         the applicable laws governing income distribution
         between a US parent and a Canadian subsidiary;

    (b)  it is unclear to Alternet which has Proprietary IP
         rights to all or part of the Licensed Technology so it
         is necessary for Alternet to contract with both to
         protect its rights under this Agreement.

6.0  AUDIT AND INSPECTION OF RECORDS

6.1  Alternet shall keep proper and detailed records and accounts
     including invoices, receipts, and vouchers showing all
     information necessary for the accurate determination of the
     Payments.

6.2  During reasonable business hours, Alternet shall make
     available such accounts and records and permit AII Nevada or
     AII Canada or its authorized representatives to audit and
     inspect such records, to take extracts therefrom and make
     copies thereof.  Furthermore Alternet shall afford
     reasonable facilities for such audits and inspections and
     furnish AII Nevada or AII Canada or its authorized
     representatives with all information requisite to the
     understanding of the records.

6.3  All costs incurred in conducting an audit or inspection
     referred to in Section 6.2 shall be borne by Alternet if the
     amount found to be due to AII Canada or AII Nevada exceeds
     by five (5%) percent or more the amount which Alternet
     previously reported as due to AII Canada or AII Nevada.

6.4  Alternet shall keep and preserve the accounts and records
     referred to in Section 6.1, relative to each year of the
     term of this Agreement, for a period of five years thereafter.

7.0  IMPROVEMENTS

7.1  If AII Nevada or AII Canada develops or acquires an
     Improvement to the Licensed Technology and has the right to
     license or transfer such Improvement to others, AII Nevada
     or AII Canada shall, by written notice, inform Alternet of
     the Improvement within ninety (90) days of its development
     or acquisition.  Any such Improvement shall, upon the
     request of Alternet become part of the Licensed Technology
     and all further use, licensing or transfer of the
     Improvement by Alternet (including any revenues it realizes)
     shall be subject to the term of this Agreement.

7.2  If Alternet develops or acquires an Improvement to the
     Licensed Technology and has the right to license or transfer
     such Improvement to others, Alternet shall, by written
     notice, inform AII Nevada or AII Canada of the Improvement
     within ninety (90) days of its development or acquisition.
     Upon request by AII Nevada or AII Canada, Alternet shall
     transfer such Improvement to AII Nevada or AII Canada and
     grant to AII Nevada or AII Canada an exclusive, irrevocable
     right and license to use such Improvement together with the
     right to grant to others sublicenses to use such Improvement
     at no cost to AII Nevada or AII Canada.

7.3  Should AII Nevada or AII Canada or Alternet, as the case may
     be, decide not to seek or maintain IP protection on any
     Improvement or Follow-on Invention more than six (6) months
     after its discovery, the other Parties shall be entitled to
     apply for, obtain or maintain, as the case may be, such IP
     Rights protection, in their own names and at their own
     expense, and AII Nevada or AII Canada or Alternet, as the
     case may be, shall do all such things as are requisite for
     implementing the foregoing including assigning their
     ownership rights to the Improvement or Follow-on Invention
     to the Party seeking IP protection.

7.4  Subject to Section 9.2, no fee shall be charged by any Party
     to another Party for the costs of creating an Improvement or
     Follow-on Invention under Sections 7.1 or 7.2.

8.0  PROTECTION OF RESTRICTED INFORMATION

8.1  A Party receiving Restricted Information pursuant to this
     Agreement (hereinafter referred to as the "Receiving Party")
     shall respect the confidential nature thereof.  A Receiving
     Party shall, in addition to complying with the provisions of
     Sections 8.2 and 8.3, use the same precautions to protect
     Restricted Information which it uses to protect its own
     proprietary or confidential information.

8.2  A Receiving Party shall not, without the prior written
     consent of the other Party, disclose or permit disclosure of
     such Restricted Information to any person, firm, corporation
     or other entity, other than to employees, agents or
     contractors of the Receiving Party who require such
     Restricted Information in order to carry out the purposes of
     this Agreement and who receive such Restricted Information
     under an obligation of confidence no less onerous than that
     set out in this Agreement for the benefit of AII Nevada or
     AII Canada and Alternet.  Where Restricted Information is
     disclosed to such employees, agents or contractors, the
     Receiving Party shall ensure that such employees, agents or
     contractors do not further disclose such Restricted
     Information in violation of this Section 8.0.

8.3  A Receiving Party shall not use or permit use of such
     Restricted Information in any manner not permitted under the
     terms of this Agreement.

8.4  Any copy or other reproduction of Restricted Information
     shall be identified as confidential and shall be subject to
     the same restrictions as to disclosure and use as apply to
     the original thereof.

8.5  Notwithstanding Section 21.0 of this Agreement, the
     provisions of this Section 8.0 shall survive the expiration
     or early termination of this Agreement for a period of ten
     (10) years from the date of expiration referred to in
     Section 11.0.

9.0  AII NEVADA OR AII CANADA PARTICIPATION IN PRODUCT SOFTWARE,
SOFTWARE MAINTENANCE AND R&D WORK

9.1  Alternet agrees that AII Nevada or AII Canada shall have the
     right and the obligation to provide all SchoolWeb and
     OfficeServer Product Software and Software Maintenance work
     at commercially reasonable and competitive rates.  In the
     event that AII Nevada or AII Canada is unable to provide the
     required services at commercially reasonable and competitive
     rates , Alternet may use the services of another Product
     Software and Software Maintenance company, upon written
     approval from AII Nevada or AII Canada, which approval shall
     not be unreasonably withheld.

9.2  In the event that Alternet wishes to contract to have any
     research or development work with a third party (the
     "Contractor") to have any services carried out in relation
     to the Licensed Technology, AII Nevada or AII Canada shall
     have the right of first refusal to carry out such work at
     commercially reasonable and competitive rates.  Concurrently
     with entering into such an Agreement, the Contractor must
     agree to enter into a non-disclosure and non-competition
     agreement with Alternet, AII Nevada and AII Canada,
     satisfactory to AII Nevada and AII Canada.

9.3  Alternet agrees that in the promotion of Licensed Technology
     or Service by Alternet, where reasonable to do so, the
     words, "developed, produced, or supplied under license from
     Advanced Interactive Inc.", shall be used.

10.0  DUE DILIGENCE

10.1  Alternet shall use its best efforts and exercise due
      diligence in commercially exploiting the Licensed Technology
      as provided for herein.  Alternet shall, within 90 days of
      the effective date of this Agreement, produce a Business
      Plan, to be attached to this Agreement as Schedule 2.  The
      Business Plan shall be prepared in consultation and
      collaboration with AII Nevada or AII Canada and shall
      outline the entire business strategy for exploitation of the
      Licensed Technology, forecasts of sales of Licensed
      Technology and Services for current and future years, and
      forecasts of minimum targets of performance.

11.0  TERM

11.1  This Agreement shall be effective as of the date first set
      out herein.  Unless otherwise terminated pursuant to the
      provisions hereof, this Agreement shall continue in force
      for a period of five (5) years following the effective date
      and may automatically be renewed (at Alternet's sole and
      absolute discretion) for a further 5 year term.

12.0  TERMINATION AND EXPIRATION

12.1  The Parties shall be entitled to terminate this
      Agreement and/or to revoke the grant of license under this
      Agreement if the other Party becomes insolvent or makes an
      assignment for the benefit of creditors or passes a
      resolution for winding up or takes the benefit of any
      statute relating to bankruptcy or insolvency or the orderly
      payment of debts, or a receiver is appointed, provided
      however that no termination of this Agreement shall take
      effect if a trustee or other representative of the Insolvent
      Party is willing and able to complete that Party's
      obligations under this Agreement.  The Insolvent Party is
      required to notify the other Parties 30 days prior to filing
      a petition for bankruptcy.

12.2  Alternet shall be entitled to terminate this Agreement upon
      the occurrence of any of the following events:

    (a)  failure by AII Nevada or AII Canada to provide Licensed
         Technology, Products and Services, within 90 days after
         being advised by Alternet in writing of the failure.

12.3  AII Nevada and AII Canada shall be entitled to terminate
      this Agreement and/or revoke the grant of license hereunder
      upon any of the following events:

    (a)  the failure by Alternet to make timely payments to
         AII Nevada or AII Canada when due; or

    (b)  the failure by Alternet to comply with Section  14.3.

12.4  Any termination shall be effected by a notice which
      shall, as of the date stated therein, terminate the license
      granted hereunder, together with all rights of Alternet
      under this Agreement, without prejudice to the right of AII
      Nevada or AII Canada to sue for and recover any benefits due
      to AII Nevada or AII Canada, and without prejudice to the
      remedy of either Party in respect of any previous breach of
      this Agreement.  A failure by AII Nevada or AII Canada in
      12.2 above may be waived by Alternet to prevent termination
      of this Agreement and a failure by Alternet in 12.3 above
      may be waived by AII Nevada or AII Canada to prevent
      termination of this Agreement.

12.5  Upon expiration of the term of this Agreement, or upon
      early termination of this Agreement:

    (a)  all rights to the Licensed Technology shall revert to
         AII Nevada or AII Canada, and Alternet thereafter shall
         not utilize the Licensed Technology and Services, IP
         and IP applications which form a part of the Licensed
         Technology in any manner or for any purpose whatsoever,

    (b)  Alternet shall return to AII Nevada or AII Canada and
         AII Nevada or AII Canada shall have the right to take
         possession of all technical information furnished by
         AII Nevada or AII Canada to Alternet under this Agreement,

    (c)  Alternet may sell all stocks of Licensed Technology
         which remain unsold, and shall complete all Services
         which are in the course of being provided by it or are
         contracted for at the date of expiration or earlier
         termination provided that within thirty (30) days after
         the date of such sale of Licensed Technology or the
         completion of such Services, Alternet submits Payments
         to AII Nevada or AII Canada with respect thereto,
         computed in accordance with Article 5 hereof.

    (d)  (i)  AII Nevada's or AII Canada's rights to use
              any information licensed to it under Section
              2.10(b) shall remain in full force; and

         (ii) AII Nevada's or AII Canada's rights to use any
              Improvement licensed to it under Section 7.2 shall
              remain in full force.

    (e)  Upon termination of this Agreement, Alternet agrees not
         to manufacture, supply, market, or sell any other
         system similar to the Licensed Technology for a period
         of five (5) years.

13.0  ASSIGNMENT/CHANGE OF OWNERSHIP

13.1  This Agreement shall be binding upon and enure to the
      benefit of the Parties hereto and their respective
      successors and permitted assigns.  No Party shall assign
      this Agreement or any rights hereunder, whether by operation
      of law or otherwise, without first obtaining the written
      consent of the other Parties and any assignment or attempted
      assignment made without such consent is void.

14.0  LIABILITY/INDEMNIFICATION

14.1

    (a)  In no event shall AII Nevada or AII Canada be liable to
         Alternet for any injury to or death of persons or for
         damage to, or loss of property, or for any other loss,
         cost, expense or damage of any kind whatsoever
         (hereinafter collectively referred to as "damages")
         arising out of or in any way resulting from this
         Agreement, whether based on contract, tort including
         negligence, strict liability or otherwise, unless such
         damages result from the negligence of AII Nevada or AII Canada.

    (b)  Notwithstanding Section 14.1(a), in no event shall AII
         Nevada or AII Canada be liable to Alternet for any
         indirect, consequential, special, incidental or
         contingent damages of any nature whatsoever, including
         but not limited to loss of revenue or profit, or loss
         of use of either, or costs of capital.

    (c)  Notwithstanding Section 14.1(a), in no event shall AII
         Nevada or AII Canada be liable to Alternet for an
         amount in excess of the total consideration received by
         AII Nevada of AII Canada hereunder as at the date of
         claim, or an aggregate amount of $50,000 over the
         entire term of the Agreement, whichever is the lesser.

14.2  Alternet shall indemnify and hold harmless AII Nevada
      or AII Canada from and against any and all claims, demands,
      actions, suits or proceedings of whatever nature including
      all costs and expenses incurred in connection therewith,
      brought or instituted by a third party, and based on or
      arising out of Alternet's unauthorized disclosure of any
      Restricted Information of AII Nevada or AII Canada; the
      supply, use or sale of a Product, or the provision of a
      Service or both by Alternet; or the use by any customer of
      Alternet of any Product or Service.

14.3  Prior to the receipt of revenue from its use of Licensed
      Technology, Alternet shall obtain and maintain insurance
      coverage with respect to public liability, product
      liability, and errors and omissions with respect to
      Alternet's use of the Licensed Technology.  Alternet shall
      provide AII Nevada or AII Canada with a certified copy of
      such a policy of insurance prior to any utilization of the
      Licensed Technology, and such policy of insurance shall:

         (i)  name AII Nevada or AII Canada as co-insured;

         (ii) contain an appropriate and commercially standard
              cross-liability clause;

         (iii) be a minimum face amount of US$2,000,000; and

         (iv) require the insurer to provide AII Nevada or AII
              Canada with a minimum of sixty (60) days notice
              prior to cancellation or expiry.

In the event that Alternet fails to pay the premiums as they fall
due, AII Nevada or AII Canada may, at its option, renew such
policy or alternatively purchase a new policy of insurance in
accordance with the terms and conditions above described and
Alternet shall reimburse AII Nevada or AII Canada forthwith upon
demand any premiums, sums, or other costs so incurred by AII
Nevada or AII Canada in renewing or purchasing such a policy of
insurance. Failure to reimburse AII Nevada or AII Canada within
six months may be cause for termination of this agreement.

15.0  FORCE MAJEURE

15.1  No Party shall be in breach of this Agreement where its
      failure to perform or its delay in performing any obligation
      is due wholly or in part to a cause beyond its reasonable
      control including but not limited to an act of God, an act
      of any national, civil or military authority, civil
      commotion, war, strikes, lockouts and other labour disputes,
      fires, floods, sabotage, earthquake, storm, or epidemic.

15.2  Each Party shall notify the other promptly of any
      failure to perform or delay in performing due to a cause set
      out in Section 15.1, and shall provide an estimate, as soon
      as practicable, of the date when the obligation will be performed.

15.3  When the performance of an obligation is delayed by at
      least six months due to a force majeure event and the
      Parties have not agreed upon a revised basis for performing
      the obligation, either Party may, upon thirty (30) days
      prior written notice, terminate this Agreement.

16.0  NOTICES

16.1  Any notice, request, demand, consent or other communication
      provided or permitted under this Agreement shall be in
      writing unless otherwise specified, and shall be transmitted
      by personal delivery, telex, telecopier, or by registered
      mail addressed to the recipient at its address as follows:

AII Nevada:

Advance Interactive Inc.
718-1350 East Flamingo Rd
Las Vegas Nevada 89119
USA
Attention:  Karim Lakhani, President and CEO


AII Canada:

Advanced Interactive Canada Inc.
2010 - 1177 West Hastings Street
Vancouver, B.C. V6E 2K3
Canada
Attention:  Harry K. Davis, CEO

Alternet:

Alternet Systems Inc.
280 - 815 West Hastings street
Vancouver, BC V6C 1B4
Canada
Attention:  Michael Dearden, President

16.2  Any communication so transmitted shall be deemed to
      have been received on the date on which it was personally
      delivered, or sent by telex or telecopier, or if mailed, on
      the 10th day next following the mailing thereof.

16.3  Any Party may change its address for purposes of
      receipt of communication by giving at least fifteen (15)
      days prior written notice of such change to the other
      Parties, in the manner prescribed above.

17.0  ARBITRATION

17.1  All Parties shall act in good faith and utilize their
      best efforts to resolve any dispute arising in connection
      with this Agreement.  All disputes which are not so resolved
      shall be finally settled under and in accordance with the
      current Arbitration Act in effect in British Columbia, Canada.

17.2  The Arbitration Panel shall consist of three
      arbitrators and any award made by the arbitrators shall be
      decided by majority vote and shall state the reasons for
      their decision. The arbitrators shall also decide and fix in
      their award the extent to which each of the Parties shall
      bear the arbitration costs.  Any such arbitration shall be
      held at Vancouver, B.C., Canada and shall be conducted in
      the English language.  Judgement upon any award may be
      entered in any court having jurisdiction.  Alternatively, an
      application may be made to such court for a judicial
      acceptance of the award and an order of enforcement.

17.3  The performance of obligations under the terms of this
      Agreement shall continue during any arbitration proceedings
      and payments due to AII Nevada or AII Canada shall not be
      withheld on account of any such proceeding.

18.0  WAIVER

18.1  The failure of a Party to enforce, at any time, any of
      the provisions of this Agreement or any of its rights
      hereunder, or to insist upon strict adherence to any
      condition of this Agreement shall not be considered to be a
      waiver of such provision or right or condition, nor shall it
      deprive that Party of the right thereafter to enforce any
      such provision or right or to insist upon such strict adherence.

18.2  The exercise by a Party of any of its rights under this
      Agreement will not prejudice that Party from exercising any
      other rights it may have under this Agreement, irrespective
      of any previous action or proceeding taken by such Party.

18.3  Where a Party waives any of its rights under this
      Agreement, such waiver will be valid only where it is
      expressed in writing and only where it is signed by the
      Party for whose benefit such right was granted.

19.0  GOVERNING LAW

19.1  This Agreement shall be governed by, subject to and
      interpreted in accordance with the laws of the Province of
      British Columbia and the federal laws of Canada applicable
      therein.  The Parties hereto agree that the Courts of the
      Province of British Columbia shall have jurisdiction to
      entertain any action or other legal proceeding based on any
      provisions of this Agreement.  Each Party hereby agrees to
      the jurisdiction of such Courts.

20.0  SEVERABILITY

20.1  In the event that any provision contained in this Agreement
      shall be declared invalid, illegal or unenforceable by a
      court or other lawful authority of competent jurisdiction,
      this Agreement shall continue in force with respect to the
      enforceable provisions and all rights and remedies accrued
      under the enforceable provisions shall survive any such
      declaration.

21.0  SURVIVAL

21.1  In addition to the provisions of Section 6.4 and 8.5 hereof,
      Sections 2.4, 2.5, 2.6, 7.3, 14.1, 14.2 and this Section
      21.0 shall survive the early termination or expiration of
      this Agreement.

22.0  ENTIRE AGREEMENT

22.1  This Agreement constitutes the entire agreement between the
      Parties relating to the subject matter herein and supersedes
      any and all prior agreements, negotiations, representations
      and understandings whether written or oral between the
      Parties.  This Agreement may not be released, supplemented,
      or modified in any manner except by further written
      agreement signed by a duly authorized officer or
      representative of each of the Parties.

23.0  OUTSTANDING LIABILITIES

23.1  The Parties hereto agree and confirm that Alternet, AII
      Nevada and AII Canada are current (and not in arrears) on
      any and all payments outstanding as of the date of execution
      of this Agreement and that there are no presently
      outstanding payments as of the date of execution hereof.

24.0  INDEPENDENT LEGAL ADVICE

24.1  The Parties hereby confirm that Heenan Blaikie has
      represented only Alternet in the preparation and negotiation
      of this Agreement and that AII Canada and AII Nevada have
      hereby been advised to seek independent legal advice in
      general and in particular with respect to any tax
      consequences arising out of the transactions (including
      Payment transactions) contemplated in this Agreement.

25.0  CURRENCY

25.1  All dollar figures in this Agreement are given in the valid
      currency of the United States.

     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be executed as of  by their duly authorized signing officers.


ADVANCED INTERACTIVE INC.                      ALTERNET SYSTEMS INC.


/s/ Karim Lakhani                              /s/ Michael Dearden
Mr. Karim Lakhani                              Mr. Michael Dearden
President and CEO                              President

ADVANCED INTERACTIVE CANADA INC.


/s/ Harry Davis
Mr. Harry Davis
CEO

SCHEDULE 1.0

PART I  Licensed Technology

        1.  SchoolWeb software and ancillary systems as
            described in the product description attached hereto.

        2.  OfficeServer software, and ancillary systems as
            described in the product description attached hereto.

PART II  Territory

        The Territory for the SchoolWeb portion of the Licensed
        Technology is exclusive for USA and Canada.

        The Territory for the OfficeServer portion of the
        Licensed Technology is non-exclusive, worldwide.

PART III  The Field of Use

        The Field of Use for the SchoolWeb portion of the
        Licensed Technology is for educational purposes.

        The Field of Use for the OfficeServer portion of the
        Licensed Technology is unlimited.

SCHEDULE 2.0  BUSINESS PLAN

        To be developed by Alternet in co-operation with AII
        Nevada or AII Canada

                    SCHOOLWEB PRODUCT DESCRIPTION

SchoolWeb is a server with a Linux operating system that has the
ability to act as a Windows NT file server equivalent.  SchoolWeb
provides local network services and access to the Internet.
SchoolWeb caches previously visited Internet sites and demanded
sites transferred by the broadcast/cable/satellite network.  Both
'Policy-based' (scheduled) and 'Dynamic' (demand-based) caching
is used to provide a large cache of educational material at the
school location for immediate access by students and teachers.
Access requests are serviced by SchoolWeb Librarian and an
automatic indexing  and retrieval system.

               SCHOOLWEB SYSTEM SOFTWARE AND HARDWARE

     Linux Operating System
     Virtual Private Network and Firewall
     Roaming E-mail server
     High-speed local HTTP (Web) server
     Proxy/cache/DNS server
     Automatic on-line backup
     Redundant on-line system
     FTP server
     NFS server
     Print Server
     Broadcast caching software
     Head-end broadcast equipment

                     OFFICESERVER PRODUCT DESCRIPTION

OfficerServer is a server with a Linux operating system that has
the ability to act as a Windows NT file server equivalent.
OfficeServer provides local network services and access to the
Internet.  OfficeServer caches previously visited Internet sites
and demanded sites transferred by the broadcast/cable/satellite
network.  Both 'Policy-based' (scheduled) and 'Dynamic' (demand-
based) caching is used to provide a large cache of business
material at the office location for immediate access by employees
and others.

                 OFFICESERVER SYSTEM SOFTWARE AND HARDWARE

     Linux Operating System
     Virtual Private Network and Firewall
     Roaming E-mail server
     High-speed local HTTP (Web) server
     Proxy/cache/DNS server
     Automatic on-line backup
     Redundant on-line system
     FTP server
     NFS server
     Print Server
     Broadcast caching software
     Head-end broadcast equipment