================================================================================

                       BECOMING ART INC. LICENSE AGREEMENT



Memorandum of Agreement made and entered into this 7th day of December, 2003,
by and between;


                  BECOMING ART INC. a Nevada  Corporation  in the business of
                  reselling  original art and original art images  directly
                  licensed from artists residing in United States and Canada,
                  hereinafter referred to as the "BECOMING ART/licensee",

And
                  LISE TEREMBLAY (Thaychi),  having an address at 780 Rue des
                  Pins Ouest, St. Sauveur, Que. (hereinafter referred to as
                  "Artist/licensor") and

Whereas,  the  Artist/Licensor  is the  owner of the  entire  right,  title  and
interest  in and to  certain  original  art and  images  listed  in  Schedule  A
(hereinafter referred to as the "Licensed Images") for use on canvass transfers,
paper prints,  and any other printed  material that  wholesale and retail buyers
may request from time to time (hereinafter referred to as the "Images"); and

Whereas,  BECOMING  ART/Licensee is desirous of securing and  Artist/Licensor is
willing  to grant,  upon the terms  and  conditions  hereinafter  set  forth,  a
non-exclusive license of the are original artwork and/or Images for resale; Now,
therefore,  in  consideration  of a Fee  Schedule as described in Schedule A and
other  good  and  valuable  considerations,  the  receipt  of  which  is  hereby
acknowledged,  and in consideration of the covenants and obligations hereinafter
set forth to be well and truly  performed,  the parties  hereto  hereby agree as
follows:

I.  Artist/Licensor  hereby  grants to BECOMING  ART/Licensee  a  non-exclusive,
non-transferable  right and license to print, use and resell the Licensed Images
and in connection  with  promotional  material for the period of ten (10) years.
Thereafter,  this agreement  will continue,  however,  the  artist/Licensor  may
terminate  this  agreement  after the tenth year for  convenience  upon 6 months
written notice.

II. BECOMING  ART/Licensee agrees to pay to Artist/Licensor,  as a license,  the
sums set forth on  Schedule  A attached  hereto  and made a part  hereof on each
Image resold during the term of this agreement and license.

III. BECOMING  ART/Licensee  agrees that it will render to Artist/Licensor  with
each such fee payment a written  statement  setting forth the total net receipts
from  its  fee-bearing  sales  used by it  during  the  period  covered  by such
statement,  and BECOMING  ART/Licensee agrees to provide a suitable statement in
sufficient detail to enable the fees payable hereunder to be determined.

IIIA.  The Artist will receive without cost five (5) copies of everyone of her
artwork which will be printed for distribution.

<page>

IV. In the event that  BECOMING  ART/Licensee  or  Artist/Licensor  defaults  or
breaches any of the  provisions of this license  agreement,  the  non-defaulting
party may cancel the license here granted upon ten (10) days' written  notice to
the other party; provided, however, that if the defaulting party, within the ten
(10) day period  referred  to,  cures the said  default or breach,  the  license
herein  granted shall  continue in full force and effect until the expiration of
this  Agreement  or  until  the  expiration  of any  re-issue,  continuation  or
extension thereof, in the event of the termination of the license herein granted
by  Artist/Licensor  to BECOMING  ART/Licensee shall not be relieved of the duty
and  obligation to pay in full fees accrued and due and payable at the effective
date of such termination.

V.  Artist/Licensor  shall  indemnify  and hold  harmless  and  defend  BECOMING
ART/Licensee and BECOMING ART/Licensee's officers, agents and employees from and
against  any and all  claims,  demands,  causes of action,  suits,  proceedings,
liabilities,  damages,  losses,  cost and expenses,  including  attorney's fees,
caused by,  incurred or resulting from any claimed  infringement by the Licensed
Images on the rights of any third  party.  Artist/Licensor  agrees to  cooperate
with BECOMING ART/Licensee in the event the rights granted BECOMING ART/Licensee
herein are infringed upon by a third party.

VI. In the event of any adjudication of bankruptcy, appointment of a Receiver by
a court of competent  jurisdiction,  assignment  for the benefit of creditors or
levy of execution directly involving BECOMING  ART/Licensee this agreement shall
terminate.

VII.  Any notice  required  or given  pursuant to this  Agreement  shall be sent
certified or registered mail,  postage prepaid,  return receipt requested to the
address set forth above.

VIII.  This  agreement and the license  herein granted shall inure to benefit of
each of the parties  hereto and the heirs,  successors  and assigns  each of the
parties. However, this agreement may not be assigned by either party in whole or
in part. This Agreement  shall be interpreted  according to the laws of the Sate
of Nevada, wherein jurisdiction shall be found in the event of any legal actions
arising  hereunder,  This  Agreement  constitutes  the entire  agreement  of the
parties with respect to the subject matter hereof.

IX.   No costs will be charged the artist including professional pictures,
shipping and other related costs.

IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be duly
executed as of the day and year first above written.


/s/ Lise Tremblay                           Dec 2003
--------------------------------------      ---------
Artist/Licensor                             Date


/s/ Mike Hanson                             Dec 7, 2003
-------------------------------------       ---------
BECOMING ART/Licensee                       Date


<page>



                                   SCHEDULE A


              LIST OF IMAGES SUPPLIED TO BECOMING ART BY THE ARTIST
              -----------------------------------------------------
                          UNDER THIS LICENSE AGREEMENT:
                          -----------------------------


--------------------------------------------------------------------------------
      IMAGE #         Title                       Artist's     Date Created
                                                 Initials
--------------------------------------------------------------------------------

                      See A1 - A2
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------




                                  FEE SCHEDULE:
                                  -------------

BECOMING ART agrees to pay the Artist, 10% of the gross profit realized from the
resale of any art product bearing the Licensed Image. Gross profit as defined by
BECOMING ART will be calculated  after all costs  associated with that sale have
been  deducted,  including  but  not  limited  to;  travel,  setup,  retouching,
printing, packaging, shipping, and returns.

BECOMING ART agrees to pay the Artist  within 30 days of receipt of payment from
the client.

<page>

                                                                           A-1

PRICE LISTE
Creations Lise Tremblay
780 rue des pins oust
Saint Sauveur des monts
Quebec Canada
J0R 1R2
(450) 227-1745


Series A

Vetement de lumiere                      A-101                   48 x 48 inch
Ceremonie nuptiale                       A-102                   48 x 48
Monde imaginaire                         A-103                   48 x 48

Series B
Le double                                B-101                   16 x 20
Femme                                    B-102                    8 x 10
Miroir de la vie                         B-103                   10 x 20

Series C
Horizon lointain                         C-101                   12 x 14
Etudes dan l'espace                      C-102                   12 x 14
Language des sages                       C-103                    8 x 10
Cocus immortel                           C-104                   12 x 14

Series D
S'elancer                                D-101                   40 x 60
Arbre de mon enfance                     D-102                   30 x 30
Printemps sans retenue                   D-103                   24 x 24
Fenetre sur l'espace                     D-104                   22 x 30
Meditation                               D-105                    6 x 8
Sur deux tableau                         D-106                   12 x 14
Rencontre                                D-107                   12 x 32
La trinite                               D-108                   16 x 20
Passion                                  D-109                   24 x 60
Noire couleur                            D-110                   12 x 20

Series E
Lutin a la fleur                         E-101                   25 x 52
Magie des mages                          E-102                   24 x 36

<page>

                                                                           A-2


Series F
Vers le haut                             F-101                   16 x 20
Integration                              F-102                   40 x 60
Foret Enchantee                          F-103                   16 x 20
Ils sont la                              F-104                   16 x 20
Apparation                               F-105                   16 x 20
Camouflage                               F-106                   16 x 20

Series G
Deploiement                              G-101                   30 x 30
Feuillage et racine                      G-102                   30 x 30
Bouleau porteur                          G-103                   30 x 30
Espace eternel                           G-104                   30 x 30
L'arbre de connaissance                  G-105                   30 x 30
L'arbre de vie                           G-106                   30 x 30

Series H
Heritage future                          H-101                   30 x 30
Harmonie                                 H-102                   30 x 30
Duo evolutif                             H-103                   30 x 30
L'atlante ou le juge                     H-104                   30 x 30

Series I
Les oies                                 I-101                   22 x 30
Entre ciel et terre                      I-102                   30 x 30
Porteur de joie                          I-103                   22 x 30
Retour de `lespace                       I-104                   22 x 30
La danse de l'albatros                   I-105                   22 x 30

<page>

                       BECOMING ART INC. LICENSE AGREEMENT



Memorandum of Agreement made and entered into this 3rd day of June, 2004,
by and between;


                  BECOMING ART INC. a Nevada  Corporation  in the business of
                  reselling  original art and original art images  directly
                  licensed from artists residing in United States and Canada,
                  hereinafter referred to as the "BECOMING ART/licensee",

And
                  GERALD  MARTIN,  having an address at 1119  Hornby  Street,
                  Vancouver,  B.C.,  V6Z 1W1  (hereinafter  referred to as
                  "Artist/licensor") and

Whereas,  the  Artist/Licensor  is the  owner of the  entire  right,  title  and
interest  in and to  certain  original  art and  images  listed  in  Schedule  A
(hereinafter referred to as the "Licensed Images") for use on canvass transfers,
paper prints,  and any other printed  material that  wholesale and retail buyers
may request from time to time (hereinafter referred to as the "Images"); and

Whereas,  BECOMING  ART/Licensee is desirous of securing and  Artist/Licensor is
willing  to grant,  upon the terms  and  conditions  hereinafter  set  forth,  a
non-exclusive license of the are original artwork and/or Images for resale; Now,
therefore,  in  consideration  of a Fee  Schedule as described in Schedule A and
other  good  and  valuable  considerations,  the  receipt  of  which  is  hereby
acknowledged,  and in consideration of the covenants and obligations hereinafter
set forth to be well and truly  performed,  the parties  hereto  hereby agree as
follows:

I.  Artist/Licensor  hereby  grants to BECOMING  ART/Licensee  a  non-exclusive,
non-transferable  right and license to print, use and resell the Licensed Images
and in connection  with  promotional  material for the period of ten (10) years.
Thereafter,  this agreement  will continue,  however,  the  artist/Licensor  may
terminate  this  agreement  after the tenth year for  convenience  upon 6 months
written notice.

II. BECOMING  ART/Licensee agrees to pay to Artist/Licensor,  as a license,  the
sums set forth on  Schedule  A attached  hereto  and made a part  hereof on each
Image resold during the term of this agreement and license.

III. BECOMING  ART/Licensee  agrees that it will render to Artist/Licensor  with
each such fee payment a written  statement  setting forth the total net receipts
from  its  fee-bearing  sales  used by it  during  the  period  covered  by such
statement,  and BECOMING  ART/Licensee agrees to provide a suitable statement in
sufficient detail to enable the fees payable hereunder to be determined.

<page>

IV. In the event that  BECOMING  ART/Licensee  or  Artist/Licensor  defaults  or
breaches any of the  provisions of this license  agreement,  the  non-defaulting
party may cancel the license here granted upon ten (10) days' written  notice to
the other party; provided, however, that if the defaulting party, within the ten
(10) day period  referred  to,  cures the said  default or breach,  the  license
herein  granted shall  continue in full force and effect until the expiration of
this  Agreement  or  until  the  expiration  of any  re-issue,  continuation  or
extension thereof, in the event of the termination of the license herein granted
by  Artist/Licensor  to BECOMING  ART/Licensee shall not be relieved of the duty
and  obligation to pay in full fees accrued and due and payable at the effective
date of such termination.

V.  Artist/Licensor  shall  indemnify  and hold  harmless  and  defend  BECOMING
ART/Licensee and BECOMING ART/Licensee's officers, agents and employees from and
against  any and all  claims,  demands,  causes of action,  suits,  proceedings,
liabilities,  damages,  losses,  cost and expenses,  including  attorney's fees,
caused by,  incurred or resulting from any claimed  infringement by the Licensed
Images on the rights of any third  party.  Artist/Licensor  agrees to  cooperate
with BECOMING ART/Licensee in the event the rights granted BECOMING ART/Licensee
herein are infringed upon by a third party.

VI. In the event of any adjudication of bankruptcy, appointment of a Receiver by
a court of competent  jurisdiction,  assignment  for the benefit of creditors or
levy of execution directly involving BECOMING  ART/Licensee this agreement shall
terminate.

VII.  Any notice  required  or given  pursuant to this  Agreement  shall be sent
certified or registered mail,  postage prepaid,  return receipt requested to the
address set forth above.

VIII.  This  agreement and the license  herein granted shall inure to benefit of
each of the parties  hereto and the heirs,  successors  and assigns  each of the
parties. However, this agreement may not be assigned by either party in whole or
in part. This Agreement  shall be interpreted  according to the laws of the Sate
of Nevada, wherein jurisdiction shall be found in the event of any legal actions
arising  hereunder,  This  Agreement  constitutes  the entire  agreement  of the
parties with  respect to the subject  matter  hereof.  IN WITNESS  WHEREOF,  the
parties hereto have caused this instrument to be duly executed as of the day and
year first above written.


/s/ Gerald Martin                           June 3, 2004
--------------------------------------      ---------
Artist/Licensor                             Date


/s/ Mike Hanson                             June 3, 2004
-------------------------------------       ---------
BECOMING ART/Licensee                       Date



                                   SCHEDULE A

<page>

              LIST OF IMAGES SUPPLIED TO BECOMING ART BY THE ARTIST
              -----------------------------------------------------
                          UNDER THIS LICENSE AGREEMENT:
                          -----------------------------
<table>
<caption>

----------------------------------------------------------------------------------------
      IMAGE #          Title                                   Artist's     Date Created
                                                              Initials
----------------------------------------------------------------------------------------

                   <c>                                      <c>
1                     Exploding Philosopher                    /s/ GM
----------------------------------------------------------------------------------------
2                     Consequence of Doubt                     /s/ GM
----------------------------------------------------------------------------------------
3                     Voyage Through the Mountains             /s/ GM
----------------------------------------------------------------------------------------
4                     Young Women in Yellow                    /s/ GM
----------------------------------------------------------------------------------------
5                     Last Battle of Finity                    /s/ GM
----------------------------------------------------------------------------------------
6                     Little Clown on the Shore                /s/ GM
----------------------------------------------------------------------------------------
7                     Dinner R.V.S.P.                          /s/ GM
----------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------
</table>


                                  FEE SCHEDULE:
                                  -------------

BECOMING ART agrees to pay the Artist, 10% of the gross profit realized from the
resale of any art product bearing the Licensed Image. Gross profit as defined by
BECOMING ART will be calculated  after all costs  associated with that sale have
been  deducted,  including  but  not  limited  to;  travel,  setup,  retouching,
printing, packaging, shipping, and returns.

BECOMING ART agrees to pay the Artist  within 30 days of receipt of payment from
the client.

<page>


                       BECOMING ART INC. LICENSE AGREEMENT



Memorandum of Agreement made and entered into this 10th day of June, 2004,
by and between;

                  BECOMING ART INC. a Nevada  Corporation  in the business of
                  reselling  original art and original art images  directly
                  licensed from artists residing in United States and Canada,
                  hereinafter referred to as the "BECOMING ART/licensee",

And
                  Scott Addison,  having an address at 104-603 West 8th Avenue,
                  Vancouver,  B.C., V5N 1C7 (hereinafter  referred to as
                  "Artist/licensor") and


Whereas,  the  Artist/Licensor  is the  owner of the  entire  right,  title  and
interest  in and to  certain  original  art and  images  listed  in  Schedule  A
(hereinafter referred to as the "Licensed Images") for use on canvass transfers,
paper prints,  and any other printed  material that  wholesale and retail buyers
may request from time to time (hereinafter referred to as the "Images"); and

Whereas,  BECOMING  ART/Licensee is desirous of securing and  Artist/Licensor is
willing  to grant,  upon the terms  and  conditions  hereinafter  set  forth,  a
non-exclusive license of the are original artwork and/or Images for resale; Now,
therefore,  in  consideration  of a Fee  Schedule as described in Schedule A and
other  good  and  valuable  considerations,  the  receipt  of  which  is  hereby
acknowledged,  and in consideration of the covenants and obligations hereinafter
set forth to be well and truly  performed,  the parties  hereto  hereby agree as
follows:

I.  Artist/Licensor  hereby  grants to BECOMING  ART/Licensee  a  non-exclusive,
non-transferable  right and license to print, use and resell the Licensed Images
and in connection  with  promotional  material for the period of ten (10) years.
Thereafter,  this agreement  will continue,  however,  the  artist/Licensor  may
terminate  this  agreement  after the tenth year for  convenience  upon 6 months
written notice.

II. BECOMING  ART/Licensee agrees to pay to Artist/Licensor,  as a license,  the
sums set forth on  Schedule  A attached  hereto  and made a part  hereof on each
Image resold during the term of this agreement and license.

III. BECOMING  ART/Licensee  agrees that it will render to Artist/Licensor  with
each such fee payment a written  statement  setting forth the total net receipts
from  its  fee-bearing  sales  used by it  during  the  period  covered  by such
statement,  and BECOMING  ART/Licensee agrees to provide a suitable statement in
sufficient detail to enable the fees payable hereunder to be determined.

<page>


IV. In the event that  BECOMING  ART/Licensee  or  Artist/Licensor  defaults  or
breaches any of the  provisions of this license  agreement,  the  non-defaulting
party may cancel the license here granted upon ten (10) days' written  notice to
the other party; provided, however, that if the defaulting party, within the ten
(10) day period  referred  to,  cures the said  default or breach,  the  license
herein  granted shall  continue in full force and effect until the expiration of
this  Agreement  or  until  the  expiration  of any  re-issue,  continuation  or
extension thereof, in the event of the termination of the license herein granted
by  Artist/Licensor  to BECOMING  ART/Licensee shall not be relieved of the duty
and  obligation to pay in full fees accrued and due and payable at the effective
date of such termination.

V.  Artist/Licensor  shall  indemnify  and hold  harmless  and  defend  BECOMING
ART/Licensee and BECOMING ART/Licensee's officers, agents and employees from and
against  any and all  claims,  demands,  causes of action,  suits,  proceedings,
liabilities,  damages,  losses,  cost and expenses,  including  attorney's fees,
caused by,  incurred or resulting from any claimed  infringement by the Licensed
Images on the rights of any third  party.  Artist/Licensor  agrees to  cooperate
with BECOMING ART/Licensee in the event the rights granted BECOMING ART/Licensee
herein are infringed upon by a third party.

VI. In the event of any adjudication of bankruptcy, appointment of a Receiver by
a court of competent  jurisdiction,  assignment  for the benefit of creditors or
levy of execution directly involving BECOMING  ART/Licensee this agreement shall
terminate.

VII.  Any notice  required  or given  pursuant to this  Agreement  shall be sent
certified or registered mail,  postage prepaid,  return receipt requested to the
address set forth above.

VIII.  This  agreement and the license  herein granted shall inure to benefit of
each of the parties  hereto and the heirs,  successors  and assigns  each of the
parties. However, this agreement may not be assigned by either party in whole or
in part. This Agreement  shall be interpreted  according to the laws of the Sate
of Nevada, wherein jurisdiction shall be found in the event of any legal actions
arising  hereunder,  This  Agreement  constitutes  the entire  agreement  of the
parties with  respect to the subject  matter  hereof.  IN WITNESS  WHEREOF,  the
parties hereto have caused this instrument to be duly executed as of the day and
year first above written.


/s/ Scott Addison                           June 10, 2004
--------------------------------------      ---------
Artist/Licensor                             Date


/s/ Mike Hanson                             June 10, 2004
-------------------------------------       ---------
BECOMING ART/Licensee                       Date

<page>


                                   SCHEDULE A


              LIST OF IMAGES SUPPLIED TO BECOMING ART BY THE ARTIST
              -----------------------------------------------------
                          UNDER THIS LICENSE AGREEMENT:
                          -----------------------------
<table>
<caption>

--------------------- ------------------------------------------------------------------
      IMAGE #         Title                                   Artist's     Date Created
                                                              Initials
----------------------------------------------------------------------------------------

                   <c>                                       <c>
1                     Tundra                                   /s/ SA
2                     Flag
3                     Goldsea
4                     Oceanside
----------------------------------------------------------------------------------------
5                     Jettails                                /s/ SA
6                     Stride
7                     Hydrology
8                     Canvas
----------------------------------------------------------------------------------------
9                     Descent                                /s/ SA
10                    David
11                    Unison
12                    Chordata
----------------------------------------------------------------------------------------
13                    Foundation                             /s/ SA
14                    Vigilance
15                    Parallax
16                    Brother
----------------------------------------------------------------------------------------
17                    Conflict                               /s/ SA
18                    Wield
19                    Transition
20                    Moment
----------------------------------------------------------------------------------------
21                    Kinetics                               /s/ SA
22                    Tranquil
23                    Reflection
24                    Polarity
----------------------------------------------------------------------------------------
25                    Flat                                   /s/ SA
26                    Ionize
27                    Terminus
28                    Venetion
----------------------------------------------------------------------------------------
29                    Incertus                               /s/ SA
30                    Occidental
31                    Hydra
32                    Frequency
33                    Absorption
----------------------------------------------------------------------------------------
</table>

<page>


                                  FEE SCHEDULE:
                                  -------------

BECOMING ART agrees to pay the Artist, 10% of the gross profit realized from the
resale of any art product bearing the Licensed Image. Gross profit as defined by
BECOMING ART will be calculated  after all costs  associated with that sale have
been  deducted,  including  but  not  limited  to;  travel,  setup,  retouching,
printing, packaging, shipping, and returns.

BECOMING ART agrees to pay the Artist  within 30 days of receipt of payment from
the client.

<page>

                       BECOMING ART INC. LICENSE AGREEMENT



Memorandum of Agreement made and entered into this 4th day of November 2004,
by and between;


                  BECOMING ART INC. a Nevada  Corporation  in the business of
                  reselling  original art and original art images  directly
                  licensed from artists residing in United States and Canada,
                  hereinafter referred to as the "BECOMING ART/licensee",

And
                  ARTHUR  ANGUS,  having an address at 1734  Hubert  Street,
                  Kincolith,  B.C.,  V0V 1B0  (hereinafter  referred  to as
                  "Artist/licensor") and

Whereas,  the  Artist/Licensor  is the  owner of the  entire  right,  title  and
interest  in and to  certain  original  art and  images  listed  in  Schedule  A
(hereinafter referred to as the "Licensed Images") for use on canvass transfers,
paper prints,  and any other printed  material that  wholesale and retail buyers
may request from time to time (hereinafter referred to as the "Images"); and

Whereas,  BECOMING  ART/Licensee is desirous of securing and  Artist/Licensor is
willing  to grant,  upon the terms  and  conditions  hereinafter  set  forth,  a
non-exclusive license of the are original artwork and/or Images for resale; Now,
therefore,  in  consideration  of a Fee  Schedule as described in Schedule A and
other  good  and  valuable  considerations,  the  receipt  of  which  is  hereby
acknowledged,  and in consideration of the covenants and obligations hereinafter
set forth to be well and truly  performed,  the parties  hereto  hereby agree as
follows:

I.  Artist/Licensor  hereby  grants to BECOMING  ART/Licensee  a  non-exclusive,
non-transferable  right and license to print, use and resell the Licensed Images
and in connection  with  promotional  material for the period of ten (10) years.
Thereafter,  this agreement  will continue,  however,  the  artist/Licensor  may
terminate  this  agreement  after the tenth year for  convenience  upon 6 months
written notice.

II. BECOMING  ART/Licensee agrees to pay to Artist/Licensor,  as a license,  the
sums set forth on  Schedule  A attached  hereto  and made a part  hereof on each
Image resold during the term of this agreement and license.

III. BECOMING  ART/Licensee  agrees that it will render to Artist/Licensor  with
each such fee payment a written  statement  setting forth the total net receipts
from  its  fee-bearing  sales  used by it  during  the  period  covered  by such
statement,  and BECOMING  ART/Licensee agrees to provide a suitable statement in
sufficient detail to enable the fees payable hereunder to be determined.

<page>

IV. In the event that  BECOMING  ART/Licensee  or  Artist/Licensor  defaults  or
breaches any of the  provisions of this license  agreement,  the  non-defaulting
party may cancel the license here granted upon ten (10) days' written  notice to
the other party; provided, however, that if the defaulting party, within the ten
(10) day period  referred  to,  cures the said  default or breach,  the  license
herein  granted shall  continue in full force and effect until the expiration of
this  Agreement  or  until  the  expiration  of any  re-issue,  continuation  or
extension thereof, in the event of the termination of the license herein granted
by  Artist/Licensor  to BECOMING  ART/Licensee shall not be relieved of the duty
and  obligation to pay in full fees accrued and due and payable at the effective
date of such termination.

V.  Artist/Licensor  shall  indemnify  and hold  harmless  and  defend  BECOMING
ART/Licensee and BECOMING ART/Licensee's officers, agents and employees from and
against  any and all  claims,  demands,  causes of action,  suits,  proceedings,
liabilities,  damages,  losses,  cost and expenses,  including  attorney's fees,
caused by,  incurred or resulting from any claimed  infringement by the Licensed
Images on the rights of any third  party.  Artist/Licensor  agrees to  cooperate
with BECOMING ART/Licensee in the event the rights granted BECOMING ART/Licensee
herein are infringed upon by a third party.

VI. In the event of any adjudication of bankruptcy, appointment of a Receiver by
a court of competent  jurisdiction,  assignment  for the benefit of creditors or
levy of execution directly involving BECOMING  ART/Licensee this agreement shall
terminate.

VII.  Any notice  required  or given  pursuant to this  Agreement  shall be sent
certified or registered mail,  postage prepaid,  return receipt requested to the
address set forth above.

VIII.  This  agreement and the license  herein granted shall inure to benefit of
each of the parties  hereto and the heirs,  successors  and assigns  each of the
parties. However, this agreement may not be assigned by either party in whole or
in part. This Agreement  shall be interpreted  according to the laws of the Sate
of Nevada, wherein jurisdiction shall be found in the event of any legal actions
arising  hereunder,  This  Agreement  constitutes  the entire  agreement  of the
parties with  respect to the subject  matter  hereof.  IN WITNESS  WHEREOF,  the
parties hereto have caused this instrument to be duly executed as of the day and
year first above written.


/s/ Arthur Angus                            Nov 4, 2004
--------------------------------------      ---------
Arthur Angus, Artist                        Date


/s/ Mike Hanson                             November 4, 2004
-------------------------------------       ---------
Michael Hanson, Licensee/Director           Date

<page>


                                   SCHEDULE A


              LIST OF IMAGES SUPPLIED TO BECOMING ART BY THE ARTIST
                          UNDER THIS LICENSE AGREEMENT:

<table>
<caption>
----------------------------------------------------------------------------------------
      IMAGE #        Title                                    Artist's     Date Created
                                                              Initials
----------------------------------------------------------------------------------------

                  <c>                                       <c>            <c>
01                   Eagle Design, 16 x 20                     /s/ AA        April 2002
----------------------------------------------------------------------------------------
02                   Raven Design, 16 x 20                     /s/ AA        April 2002
----------------------------------------------------------------------------------------
03                   Four Crests, The Storm, 16 x 20           /s/ AA        Sept 2004
----------------------------------------------------------------------------------------
04                   Raven and Wolf, 16 x 20                   /s/ AA        March 1999
----------------------------------------------------------------------------------------
05                   Sea Dragon, 16 x 20                       /s/ AA        August 2000
----------------------------------------------------------------------------------------
06                   Purple Butterflies 12 x 16                /s/ AA        Sept 2004
07                   Box Design of Frog 12 x 16                              Sept 2004
----------------------------------------------------------------------------------------
08                   Four Crest Design - The Mothers 12 x 16   /s/ AA        Sept 2004
09                   Howling Wolf 12 x 16                                    Sept 2004
----------------------------------------------------------------------------------------
10                   Golden Eagle 12 x 16                      /s/ AA        Oct 2004
----------------------------------------------------------------------------------------
</table>




                                  FEE SCHEDULE:
                                  -------------

BECOMING ART agrees to pay the Artist, 10% of the gross profit realized from the
resale of any art product bearing the Licensed Image. Gross profit as defined by
BECOMING ART will be calculated  after all costs  associated with that sale have
been  deducted,  including  but  not  limited  to;  travel,  setup,  retouching,
printing, packaging, shipping, and returns.

BECOMING ART agrees to pay the Artist  within 30 days of receipt of payment from
the client.

<page>

                        Wholesale Distribution Agreement

This agreement ("Agreement") is entered into:

BETWEEN:          Becoming Art Inc. of 867 West 8th Avenue, Vancouver, British
                  Columbia, V5Z 1 E3, represented by Mike Hanson

(Herein called the Wholesaler)

AND:
                  Made  in Art  of  4095  Saint-Laurent  Boulevard,  Montreal,
                  Quebec,  H2W  1Y7, represented by its President, David Farsi,

(Herein called the Company)

WHEREAS, the Company sells a collection of numerical images by David Farsi and
related products;

WHEREAS, the Wholesaler is in the business of reselling art work to purchasing
departments and retailers;

THEREFORE,  in consideration of the following conditions set for this Agreement,
the parties agree to the following.

1.       DEFINITIONS

"Customer" means an end user of a Product.

"Products"  means  the  image  sizes  made  available  by  the  Company  to  its
wholesalers,  distributors and resellers, a list of which is attached as Exhibit
A. A Product may be a numerical image (piece,  of art), a standard product (such
as a frame) or any combination of those.

2.       TERMS

2.1 Appointment

The Company hereby  appoints the  Wholesaler,  and the  Wholesaler  accepts such
appointment,  to act as a wholesaler of Products towards Purchasing  Departments
and Retailers which resell Products to their own Customers.  Sale of Products to
other  wholesalers  or  wholesaler's  affiliates  is  strictly  prohibited.  The
wholesaler  will only sell the  Products  to his  Retail  Network,  and will not
market  or sell the  Products  using any  Internet  site or mail  order  catalog
without specific: written authorization from the Company.

2.2 Wholesale prices

The wholesale  prices paid by the Reseller to the Company for Products  shall be
as set forth in Exhibit A. The  Company  shall have the right,  at any time,  to
change, alter, or amend Product prices upon written notice. Prices are exclusive
of all taxes,  insurance,  and  shipping  and  handling  charges,  which are the
Wholesaler's sole responsibility.

<page>

3.       PRODUCT SAMPLES AND SELLING TOOLS

The  Wholesaler is provided by the Company a set of Products and selling  tools,
as  described  in  Exhibit  B,  to be  used  in the  sole  purpose  of  showing,
demonstrating and selling the Product.

Such product  samples and selling  tools are of the sole  responsibility  of the
Wholesaler.

In case of breach of this Agreement, and upon written request of the Company, or
upon termination of this Agreement,  the Wholesaler shall return the products in
good condition to the Company.

4.         ORDERING AND PAYMENT PROCESS

4.1 Processing of orders

Orders shall be taken by the Wholesaler from his Clients and forwarded via email
to both the company and the Company Representative namely Craig Hartman.

The Company  Representative  shall be responsible for  acknowledging  receipt of
order and obtaining acceptance and terms of delivery from the Company.

Products will be delivered by specified  courier with a specified  delivery time
to be  forwarded to the  Wholesaler  or  available  for pick-up  within five (5)
working days from receipt of order and payment by  Wholesaler  of fifty  percent
(50%) of the  order  total  value.  Balance  upon  delivery  and  inspection  of
product(s).

4.2 Shipment

All freight,  insurance and other shipping expenses from Delivery Point, as well
as any expenses related to the Wholesaler or Retailer's special packing requests
will be borne by the  Wholesaler  or  Retailer  unless  otherwise  agreed  to in
writing by the Company.

4.3 Payments

Terms of payment shall be agreed upon for every order taken.  First orders taken
will necessarily require a down payment equivalent to forty percent (40%) of the
total order value: balance of payment on those orders will be due and payable by
Wholesaler in full C.O.D. upon receipt or pick-up.

Payments  shall be done  directly by  Wholesaler to the Company using one of the
following means: wire transfer, direct deposit or credit card.

5.         DEFECTIVE PRODUCT RETURNS

Returns of defective  Products  will be accepted by the Company when the Company
authorized carriers are used. Return shipment charges via unauthorized  carriers
and all customs or broker's  fees are the  responsibility  of the  Wholesaler or
Retailer.  The Company  reserves the right to charge back to the  Wholesaler  or
Retailer  shipping  charges  incurred on those  Products  which were returned as
defective and no fault was found.

6.         WHOLESALER'S OBLIGATIONS

6.1 Exhibition and promotion

The Wholesaler  agrees (i) to clearly  present the Products as "David Farsi" art
or such other title as may  correspond to the standards of the Company,  (ii) to
transport,  handle,  care for, and display the  Products in a manner  consistent
with the quality of the Products,  (iii) to assure that retailers maintain their
Exhibit Outlet as a first-class  facility,  and (iv) to aggressively  market the
Products.

<page>

6.2 Wholesaler's covenants

The Wholesaler will: (i) conduct business in a manner that reflects favorably at
all times on Products and the good name, goodwill and reputation of the Company;
(ii) avoid deceptive or misleading practices that are or might be detrimental to
the  Company  or the  Company  Products;  (iii)  make  no  false  or  misleading
representations  with regard to the Company or the  Company  Products;  (iv) not
publish  or  cooperate  in  the  publication  of  any  misleading  or  deceptive
advertising material with regard to the Company or the Company Products;

6.3 Insurance

The Wholesaler shall, at his own expense,  keep in force insurance  coverage for
all the Products  given to him by the Company,  for the  wholesale  value of the
Products as stipulated  in Exhibit A, or any  subsequent  document,  without any
deductions for  depreciation,  which  insurance  shall also be fully valid until
complete  payment of the Products in consignment  or return to the Company.  The
foregoing  insurance  policy shall include coverage against all risk of physical
loss or damage  from any  external  cause  while in transit and on location in a
retail outlet during the consignment period. Such insurance policy shall contain
a waiver of subrogation in favor of the Company.

6.4 Use of trademarks and proprietary notices

During the term of this Agreement, the Wholesaler may use the trademarks,  trade
names,  logos and  designations  used by the Company  for the  Company  Products
solely  in  connection  with the  advertisement  and  promotion  of the  Company
Products,  and in accordance  with the Company's  then-current  trademark  usage
policies.  The  Wholesaler  shall not remove or destroy  and shall  assure  that
Retailers do not remove or destroy any  copyright  notices,  trademarks or other
proprietary markings on the Products or any materials related to the Products.

6.5 Intellectual property

The  Company  does not  consent  to any form of  reproduction  of the  Products.
Notwithstanding  the above,  the  Company  consents to  photography,  filming or
videotaping of the Products for use by the Wholesaler in advertising,  promotion
and merchandising the Products.  It is understood that the Products are works of
art, and that the International Law on Copyrights applies in its entirety and at
anytime.

7.                TERM AND TERMINATION

7.1 Term

This  Agreement  shall commence on the Effective Date and continue for three (3)
years thereafter unless terminated earlier as provided herein.

7.2 Termination without cause

The Wholesaler or the Company may terminate this Agreement without cause, at any
time, by written  notice to the other party not less than ninety (90) days prior
to the effective date of termination.

7.3 Termination for breach

The Company may terminate this  Agreement,  for cause,  by written notice to the
Wholesaler  not less,  than ten (10) days  prior to the  effective  date of such
notice in the event  that:  (i) the  Wholesaler  fails to pay past due  invoices
within  thirty  (30) days after  notice  that  invoices  are past due;  (ii) the
Wholesaler  violates any other material  provision of this  Agreement;  or (iii)
control of the Wholesaler is acquired,  directly or indirectly, by a third party
or the  Wholesaler  is merged  with a third  party.  Upon  giving  its notice of
termination,  the Company may alter its terms of sale,  including payment terms,
and take such other action as may be  consistent  with the  termination  of this
Agreement.

<page>

7.4 Termination for insolvency

At the option of the Company or the  Wholesaler,  this agreement shall terminate
immediately if: (I) a receiver is appointed for the other party or its property;
(ii) the other party becomes insolvent or unable to pay its debts as they mature
or ceases to pay its debts as they mature in the ordinary course of business, or
makes an assignment  for the benefit of  creditors;  (iii) any  proceedings  are
commenced by or for the other party under any bankruptcy, insolvency or debtors'
relief law; or (iv) the other party commences to dissolve under applicable law.

All amounts  payable by the Wholesaler to the Company shall survive  termination
and become immediately due and payable. In addition,  the Company shall have the
right to repurchase unsold Products in the Wholesaler's inventory.

       8.         WARRANT DISCLAIMER


     THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PRODUCTS.  ALL
     IMPLIED  WARRANTIES  AND  CONDITIONS,  INCLUDING BUT NOT LIMITED TO IMPLIED
     WARRANTIES  OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE AND NON
     INFRINGEMENT, ARE HEREBY DISCLAIMED.

     9.           LIMITATION OF LIABILITY

     THE LIABILITY OF THE COMPANY  ARISING OUT OF OR RELATING TO THIS  AGREEMENT
     OR THE SUPPLY OF PRODUCTS HEREUNDER, SHALL BE LIMITED TO THE ACTUAL AMOUNTS
     PAID BY THE  WHOLESALER  TO THE COMPANY FOR THE  PRODUCTS,  AND SHALL IN NO
     EVENT  INCLUDE  LOSS OF  PROFITS,  COST OF  PROCURING  SUBSTITUTE  GOODS OR
     SERVICES, OR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND,
     EVEN IF THE  COMPANY OR ITS  SUPPLIER IS AWARE OF THE  POSSIBILITY  OF SUCH
     DAMAGES.

     10.          GENERAL

     10.1 Assignment

     Neither party may assign, delegate, or transfer the Agreement or any of its
     rights or duties hereunder,  without the prior written consent of the other
     party. Any attempted  assignment or delegation in violation of this section
     shall be void. The  provisions of this Agreement  shall be binding upon and
     inure  to the  benefit  of the  parties,  their  successors  and  permitted
     assigns.  Notwithstanding the foregoing,  the Company may assign its rights
     and duties hereunder in connection with a merger, consolidation,  corporate
     reorganization, acquisition, or sale of all or substantially all the assets
     of the Company.

     10.2 Governing law

     This agreement shall be governed by the laws of the Province of Quebec.

     10.3 Independent contractors

     In performing  their  respective  duties under this Agreement,  each of the
     parties will be operating as an independent  contractor.  Nothing contained
     herein will in any way constitute any  association,  partnership,  or joint
     venture  between the  parties  hereto,  or be  construed  to  evidence  the
     intention of the parties to establish any such relationship.  Neither party
     will  have the power to bind the other  party or incur  obligations  on the
     other party's behalf without the other party's prior written consent.

<page>

     10.4 Modification and waiver

     No modification to this  Agreement,  nor any waiver of any rights,  will be
     effective unless assented to in writing by the party to be charged, and the
     waiver of any breach or default shall not  constitute a waiver of any other
     right hereunder or any subsequent breach or default.

     10.5 Notices

     Any required or permitted notices hereunder must be given in writing at the
     address of each party set forth below,  or to such other  address as either
     party  may  substitute  by  written  notice  to the  other  in  the  manner
     contemplated  herein,  by one  of the  following  methods:  hand  delivery;
     registered,  express, certified mail, or facsimile.  Notices will be deemed
     given on the date received.

     10.6 Severability

     If for any reason any provision of this Agreement  shall be held by a court
     of competent  jurisdiction  to be invalid or  unenforceable,  the remaining
     provisions of this Agreement shall remain in full force and effect.

     10. 7 Limitation of action

     Any legal  action  arising  out of this  Agreement  shall be barred  unless
     commenced  within one (1) year of the act or  omission  giving  rise to the
     action. Such limitation shall not apply to any actions asserted against the
     reseller  by the  Company  arising  from any  delinquencies  In payment for
     Products.

     10.8 Entire agreement

     This Agreement and the exhibits  attached hereto  constitute the entire and
     exclusive  agreement between the parties hereto with respect to the subject
     matter hereof and supersede any prior  agreements  between the parties with
     respect to such subject matter.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
     by their respective authorized representatives as of the Effective Date.

     Accepted and agreed as of today, November 28, 2003


     /s/ Mike Hanson
     --------------------------
     Becoming Art Inc.
     Represented by Mike Hanson


     /s/ David Farsi
     --------------------------
     Made In Art
     Represented by David Farsi


<page>




                                    EXHIBIT A

                            PRODUCTS & PRICING POLICY
                         DAVID FARSI'S NUMERICAL IMAGES

                Products                              Per unit
                                                      wholesale
                                                        price
             12 x 12 images
             12 x 16 images
             12 x 12 Made In
               Art frames
                (plastic)
             12 x 16 Made In
               Art frames
                (plastic)
             27 x 27 framed
                pictures



         * Prices are stated in Canadian dollars.
         All 12 x 12 and 12 x 16 images are delivered with an adhesive  magnetic
         sheet.

         All Products are delivered with their proper  packaging  which includes
         for  all  images  and  frames,   gift  boxes  and  protective  sleeves,
         advertising David Farsi's name and logo.

<page>

                                    EXHIBIT B

                     INITIAL SET OF SAMPLES & SELLING TOOLS


     Lists products given on consignment by the Company to the Wholesaler


         12 x 12 image reference numbers: ____

------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------


         12 x 16 image reference numbers: ____

------------ ----------------- ---------------- ----------------- -------------

------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------


         70 x 70 image reference numbers: ____
------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------



         Frames
------------- ---------------- ----------------- ---------------- -------------
12 x 12 format
------------- ---------------- ----------------- ---------------- -------------
12 x 16 format
------------- ---------------- ----------------- ---------------- -------------

------------- ---------------- ----------------- ---------------- -------------


Others (to be stated)