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________________________________________________________________________________

Exhibit 10.3  CD-U Agreement between iOra Limited, IQROM Communications, Inc.
and IQROM Limited dated June 23, 2000


                           DATED       23rd JUNE 2000







                                (1) IORA LIMITED

                                      and

                  (2) IQROM COMMUNICATIONS INC & IQROM LIMITED







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

                                 CD-U AGREEMENT

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





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________________________________________________________________________________

THIS AGREEMENT is made the 23rd day of June 2000

BETWEEN:

(1)  IORA LIMITED (Company No.3445693) whose registered office is situated at 1a
     Intec 2, Intec Business Park, Wade Road, Basingstoke, Hampshire RG24 8NE
     (the "Supplier");

(2)  IQROM COMMUNICATIONS INC (on its own behalf and, for the purposes of and
     subject to Clause 2.4, on behalf of IQROM LIMITED) whose principal office
     is situated at 7635 Ashley Park Ct, Suite 503-V, Orlando, Florida, 32835
     ("Distributor").

WHEREAS

(A)  The Distributor and Supplier have previously entered into:

     (i)  an OEM CD Smart Card Agreement dated 29 June 1999 (as supplemented by
          a Supplemental Agreement dated 4 April 2000) ("SmartCard Agreement"),
          and
     (ii) a Value Added Reseller Agreement dated 4 April 2000 ("VAR Agreement")
          covering iOra's products "SoftCD and "Mobile Intranet".

(B)  The parties have agreed to enter into this Agreement to provide Distributor
     with further rights in respect of SoftCD and to supersede the VAR Agreement
     in respect of rights to SoftCD.

(C)  This Agreement does not affect the SmartCard Agreement and the rights and
     obligations on the parties in respect of CD Smart Cards shall remain as set
     out in the SmartCard Agreement.

NOW IT IS HEREBY AGREED as follows:

1.       DEFINITIONS

         In this Agreement the following words and expressions shall have the
         following meanings:

         1.1    "CD Business        means a storage product whose physical
                Card"               size is similar to a business card
                                    measuring up to 3.5" by 2.5" manufactured
                                    utilising CD technology or DVD technology;

         1.2    "CD-U"              shall mean any storage product which
                                    utilizes CD technology or DVD technology,
                                    excluding a CD Business Card, which either-

                                    (i) contains a copy of the iOra Client
                                    whose purpose is to allow any part of the
                                    content of the storage to be updateable by
                                    an iOra SoftCD Publisher (excluding CDs
                                    which contain a copy of iOra Client
                                    Software which are being used for any
                                    non-SoftCD product e.g. iOra Mobile
                                    Intranet) or


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                                    (ii) contains a SoftCD Publication (for the
                                    avoidance of doubt such definition of CD-U
                                    not including other products developed by
                                    the Supplier which can hold content on a CD
                                    without the file system on the CD being
                                    itself updateable);

         1.3    "Commencement       means 1 July 2000;
                Date"

         1.4    "End User"          means a customer or prospective customer for
                                    the CD-U who purchases the CD-U for use
                                    other than for resale including without
                                    limit for promotional purposes and shall
                                    include recipients of the CD-U authorized by
                                    such customer to use the CD-U;

         1.5    "Exclusivity"       means the restrictions accepted by the
                                    Licensee under Clauses 4.1(i) and (ii) and
                                    "Exclusive" shall be construed accordingly;

         1.6    "High Risk          means systems in high risk environments
                Systems"            requiring fail-safe performance (such as
                                    nuclear facilities, aircraft navigation or
                                    communication systems, air traffic control,
                                    direct life support machines, or weapons
                                    systems), in which the failure of the
                                    Products could lead directly to death,
                                    personal injury, or severe physical or
                                    environmental damage;

         1.7    "Intellectual       means patents, trade marks, service marks,
                Property Rights"    registered designs, applications for any of
                                    the foregoing, copyright, design rights,
                                    know-how, confidential information, trade
                                    and business names and any other similar
                                    protected rights in any country;

         1.8    "IQROM Group        means any holding company of IQROM and any
                Company"            subsidiary of IQROM or such holding company
                                    ("holding company" and "subsidiary" having
                                    the meaning set out in section 736 of the
                                    Companies Act 1985 (as amended) );

         1.9    "IQROM              means IQROM Limited (Company No 03732349),
                Limited"            formerly DXP New Media Services Limited;

         1.10   "Products"          means CD-U and/or SoftCD;

         1.11   "Regional           means the royalty targets for sales of the
                 Targets"           Products and CD Business Cards specified in
                                    Schedule 1 in relation to each Region;

         1.12   "Regions"           means the world regions set out in Schedule
                                    1 in relation to which royalty targets are
                                    set;

         1.13   "SoftCD             means any additional features that are not
                Additional          part of the existing SoftCD 3.1 and for
                Features"           which a separate charge is made;

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         1.14   "SoftCD             mean a set of files that represent the
                Amendments"         differences between two versions of a SoftCD
                                    Publication with different content, produced
                                    by iOra SoftCD Publisher;

         1.15   "SoftCD             means a CD or a file or directory thereon,
                Publication"        which is updated using SoftCD;

         1.16   "SoftCD"            means the software product known as iOra
                                    SoftCD developed and distributed by the
                                    Supplier, including the software known as -
                                    (i) "iOra SoftCD Publisher", and (ii) iOra
                                    Client" (as used with SoftCD Publisher);

         1.17   "Sub-License"       means the form of agreement which grants the
                                    End User the right and license to use the
                                    iOra Client, as incorporated within the
                                    version for the time being of iOra Client;

         1.18   "Template VAR       means the VAR Agreement annexed hereto in
                Agreement"          Appendix A;

         1.19   "Territory"         means the world;

         1.20   "Year"              means any period of 12 months commencing on
                                    the Commencement Date or any anniversary of
                                    the Commencement Date.

2.       GRANT OF RIGHTS

         2.1      Rights granted
                  The Supplier grants to the Distributor the following Exclusive
                  rights (subject to Clauses 4.1, 4.4 and the other provisions
                  hereof):

                  (i)   the right to manufacture or have manufactured CD-Us
                        using and incorporating SoftCD;

                  (ii)  the right to market, sell and deliver CD-Us subject to
                        the provisions hereof and on the terms of the
                        Sub-License;

                  (iii) the right (subject to Clause 4.4.1) to appoint VARs
                        for CD-Us subject to a VAR agreement which -

                        a) shall contain provisions relating to SoftCD
                           substantially in the form of the Template VAR
                           Agreement unless otherwise agreed in writing by
                           the Supplier, and

                        b) shall be for a period which does not exceed three (3)
                           years, and in any event shall not be of a duration
                           which extends beyond the term of this Agreement as
                           set out in Clause 3, (but for the avoidance of doubt
                           the Distributor will not have rights to sign up VARs
                           to resell any of the Supplier's products other than
                           SoftCD);

                   (iv) the right to copy and distribute copies of SoftCD
                        Client to End Users on the terms of the Sub-License;


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________________________________________________________________________________

                    (v)   the right to grant sub-licenses to End Users in the
                          Territory on the terms of the Sub-License;

                    (vi)  the right itself to use SoftCD Publisher for the
                          purpose of producing an unlimited number of SoftCD
                          Amendments to an unlimited number of SoftCD
                          Publications which have been produced on CD-Us
                          pursuant to the terms of this Agreement for or on
                          behalf of End Users, (such amendments being
                          distributable to those to whom CD-Us have been
                          distributed under the terms of this Agreement, but not
                          otherwise);

                    (vii) the right to market, sell and deliver copies of SoftCD
                          Publisher for use subject to the Supplier's standard
                          license.

                  and  for the avoidance of doubt any right to market shall
                  include a right to demonstrate.

         2.2      Group Companies
                  The Distributor shall be entitled to exercise the rights
                  granted under this Agreement through IQROM Group Companies
                  PROVIDED THAT:

                  (i)  each IQROM Group Company complies with the provisions of
                       this Agreement;

                  (ii) the Distributor notifies the Supplier prior to any such
                       exercise, and each such IQROM Group Company executes a
                       deed of Adherence to the obligations in this Agreement if
                       requested by the Supplier prior to such use.

         2.3      Source code
                  The Supplier shall at the Distributor's request enter into a
                  Source Code Escrow Agreement in respect of SoftCD in the
                  standard form of the National Computing Centre as attached in
                  Appendix B subject to the Distributor paying the National
                  Computing Centre's fees in respect thereof.

         2.4      Amendment to VAR Agreement

                  2.4.1  The parties agree that the VAR Agreement shall be
                         amended such that as from the date of this Agreement it
                         shall apply only to the "Mobile Intranet" product and
                         the Distributor's rights to SoftCD under that agreement
                         shall be superseded and replaced by its rights to
                         SoftCD under this Agreement (this being an amendment to
                         the VAR Agreement agreed to have been made in
                         accordance with clause 18.7 of the VAR Agreement).

                  2.4.2  IQROM LIMITED are made a party to this Agreement solely
                         to record their agreement to the variation of the VAR
                         Agreement (in consideration of the grant of rights to
                         their parent company IQROM COMMUNICATIONS INC including
                         as set out in Clause 2.3) as set out in Clause 2.4.1.

3.       *

----------------
*Confidential treatment has been requested for certain portions of this document
 pursuant to an application for confidential treatment sent to the Securities
 and Exchange Commission. Such portions are omitted from this filing and are
 filed separately with the Securities and Exchange Commission.



<PAGE>


4.       EXCLUSIVITY, REVERSE COMMISSION & TARGETS

         4.1      Exclusivity
                  The Supplier undertakes that:

                  (i)   it will not enter into any agreement or arrangement for
                        the sale and/or licensing of SoftCD by third parties for
                        the duration of this Agreement except as agreed in
                        4.1(ii) or as permitted under Clause 4.3;

                  (ii)  the companies -
                        a) which are existing VARs of the Supplier,  and

                        b) with which the Supplier will sign agreements within
                           first three months of this Agreement
                        (all as listed in Schedule 2) ("Existing VARs"), will
                        continue to be VARs of the Supplier for the duration of
                        their VAR agreement which in all cases will terminate at
                        the latest by 15 months after the Commencement Date;

                  (iii) at the end of the Existing VARs' agreements the Supplier
                        will not be able to re-sign these VARs unless:

                        a) agreed in writing with the Distributor; or

                        b) the Existing VARs have

                           1) met their revenue targets under the relevant
                              agreement with the Supplier, and
                           2) are not appointed as VARs by the Distributor
                              pursuant to clause 2.1(iii).
                              in which case the Supplier shall be entitled to
                              re-appoint such VARs on substantially the same
                              terms as before, for a period of one year (at the
                              end of which this Clause 4.1(iii) shall apply
                              again).

         4.2      Reverse commission
                  In consideration for the Distributor's performance of its
                  obligations in Clause 8.1 and compliance with its general
                  obligations under this Agreement:


                  (i)  the Supplier will retain *% of all direct revenues or
                       Existing VARs' revenues from any orders for the Products
                       placed for an initial period of three months from the
                       Commencement Date;


                  (ii) the Distributor will receive *% commission for all direct
                       revenues or Existing VARs' revenues received by the
                       Supplier(net) from any orders for the Products placed by
                       customers (and where the Distributor is promoting the
                       Products in accordance with Clause 8.1(i) ) for the
                       period from the end of the third month up to the end of
                       the twelfth month from the Commencement Date;

----------------
*Confidential treatment has been requested for certain portions of this document
 pursuant to an application for confidential treatment sent to the Securities
 and Exchange Commission. Such portions are omitted from this filing and are
 filed separately with the Securities and Exchange Commission.

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________________________________________________________________________________

                  (iii) the Supplier will not be required to pay commission
                        on the first $* of direct revenues under orders placed
                        by customers located in the USA and Canada between the
                        1st October 2000 and the 31st December 2000;

                  (iv)  the Distributor will receive -

                        a) *% commission for all direct revenues or Existing
                           VARs' revenues received by the Supplier (net) from
                           any orders for SoftCD Additional Features from
                           customers located in Regions where the Distributor
                           retains the Exclusivity (and where the Distributor is
                           promoting the Products in accordance with Clause
                           8.1(i) ); and

                        b) *% commission for all other direct revenues or
                           Existing VARs' revenues received by the Supplier
                           (net) for the Products placed by customers located in
                           Regions where the Distributor retains the
                           Exclusivity(and where the Distributor is promoting
                           the Products in accordance with Clause 8.1(i) );

                        for the period from the end of the twelfth month from
                        the Commencement Date up to the end of this Agreement;

         4.3      Non-branded units
                  If the Distributor decides to physically or electronically
                  brand the media used for CD-Us then the Supplier will not
                  directly supply CD-Us which are not so branded to its Existing
                  VARs or direct customers (unless a) required to do so in
                  writing by an existing VAR or direct customer and b) the
                  Supplier supplies a copy of such request to the Distributor)
                  from a date starting 90 days after the receipt of confirmation
                  in writing from the Distributor that it can produce sufficient
                  quantities of branded CD-Us at an additional cost that is no
                  greater than (pound)* extra per CD-U to the end customer,
                  PROVIDED THAT the Distributor can and does produce sufficient
                  quantities.

         4.4      *

         4.5      Existing VARs in non-exclusive Regions
                  In the event of termination of the Distributor's rights to
                  appoint VARs in a Region pursuant to Clause 4.4.1, any
                  existing valid appointment of a VAR by the Distributor
                  pursuant to Clause 2.1(iii) shall continue in force for the
                  remainder of the permitted term under Clause 2.1(iii), but not
                  any longer, and provided that:


----------------
*Confidential treatment has been requested for certain portions of this document
 pursuant to an application for confidential treatment sent to the Securities
 and Exchange Commission. Such portions are omitted from this filing and are
 filed separately with the Securities and Exchange Commission.



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                  4.5.1  such appointment shall be solely in accordance with the
                         provisions of the relevant agreement between the VAR
                         and the Distributor;

                  4.5.2  such appointment shall be subject to such provisions on
                         termination for failure to meet targets as are included
                         in the relevant agreement between the VAR and the
                         Distributor;

                  4.5.3  the Distributor shall enforce such provisions strictly.

         4.6      *

         4.7      *

5.       PAYMENT

         5.1      Initial payment
                  In recognition of the value of the Exclusivity the Distributor
                  shall:

                  (i)      *

                  (ii)     *

         5.2      Royalties & support fees

                  5.2.1    SoftCD Publisher
                           The Distributor shall pay to the Supplier a royalty
                           of (pound)* for every copy of iOra SoftCD Publisher
                           which has been supplied by the Supplier to the
                           Distributor:

                           (i)  for use by the Distributor whether for its own
                                purposes or for hosting SoftCD Publications for
                                third parties and each copy purchased by the
                                Distributor will entitle the Distributor to


                                a)   demonstrate SoftCD on the basis of such
                                     number of fully functional "not for resale"
                                     licenses for the Distributor's  internal
                                     use for named individuals and


----------------
*Confidential treatment has been requested for certain portions of this document
 pursuant to an application for confidential treatment sent to the Securities
 and Exchange Commission. Such portions are omitted from this filing and are
 filed separately with the Securities and Exchange Commission.



<PAGE>


                                b)   to provide hosting services on computer
                                     equipment owned or under the direct control
                                     of the Distributor for an unlimited number
                                     of SoftCD Publications;

                           (ii)  for supply by the Distributor to the
                                 Distributor's customers or to the Distributor's
                                 resellers or to any customer of the
                                 Distributor's resellers for use on a single
                                 computer such copies to be subject to a license
                                 agreement directly between the relevant user
                                 and the Supplier entitling the relevant user to
                                 support unlimited SoftCD Publications at no
                                 extra charge.

                  5.2.2    Additional features
                           The Distributor shall pay to the Supplier a royalty
                           that will be *% of the Supplier's list price for any
                           SoftCD Additional Features supplied by the Supplier
                           to the Distributor for distribution by the
                           Distributor or any of its resellers.

                  5.2.3    SoftCD Publications
                           The Distributor shall pay to the Supplier a royalty
                           that will be *% of the Distributor's list price (if
                           any) of any SoftCD Publications supplied by the
                           Supplier for distribution by the Distributor or any
                           of its resellers PROVIDED THAT the Distributor or its
                           resellers have received payments for the supplied
                           SoftCD Publications.

                           For the avoidance of doubt any prices or payments
                           relating to the provision of hosting services and/or
                           CD-Us are not subject to this clause. Only prices and
                           payments directly and identifiably for SoftCD
                           Publications which are additional to the prices and
                           payments for hosting services and/or CD-Us are
                           subject to this clause.

                  5.2.4    Support
                           The Distributor shall pay to the Supplier *% of the
                           royalty fees payable under clauses 5.2.1, 5.2.2 and
                           5.2.3 in return for the Supplier providing support to
                           the Distributor for twelve months from the delivery
                           of the relevant products in respect of such products.

                           At the end of each twelve month period this support
                           can be purchased, for a further twelve months,
                           subject to the same payment terms as would apply to
                           a new purchaser of the same products.

                  5.2.5    CD-Us
                           The Distributor shall pay to the Supplier a royalty
                           of *p in respect of every CD-U sold by the
                           Distributor or any of its resellers (for the
                           avoidance of doubt no royalty shall be payable on the
                           sale by the Distributor of CD-Us to its resellers for
                           resale by its resellers).

----------------
*Confidential treatment has been requested for certain portions of this document
 pursuant to an application for confidential treatment sent to the Securities
 and Exchange Commission. Such portions are omitted from this filing and are
 filed separately with the Securities and Exchange Commission.



<PAGE>


                  5.2.6    Encrypted CD-Us
                           The Distributor shall pay to the Supplier a royalty
                           of *p (in addition to the * payable under Clause
                           5.2.3 ) in respect of every encrypted CD-U (being a
                           CD-U containing files which have been created using
                           the encryption feature built into SoftCD Publisher)
                           sold by the Distributor or any of its resellers (for
                           the avoidance of doubt no royalty shall be payable on
                           the sale by the Distributor of CD-Us to its resellers
                           for resale by its resellers).

5.3      Reporting and payment terms

                  5.3.1    The Distributor will report to the Supplier within 21
                           days from the end of each calendar quarter (the first
                           calendar quarter commencing on the Commencement Date)
                           as to the quantity of SoftCD Publishers, SoftCD
                           Additional Features, SoftCD Publications for which a
                           charge has been made, CD-Us and Encrypted CD-Us and
                           which the Distributor or its resellers have
                           contracted to sell during the previous quarter and
                           will pay the royalties due for the said quarter
                           within a further period of 30 days.


                  5.3.2    In the event of late payment the Supplier may charge
                           interest on all sums overdue at the rate of 2 per
                           cent per month (or at the maximum amount permitted
                           under any applicable law, if less), compounded
                           monthly from the due date until payment.

6.       INSPECTION AND AUDIT

         6.1      Records

                  6.1.1    Each party shall keep complete and accurate books and
                           records with respect to this Agreement in order to
                           determine accurately the amount owed by each party to
                           the other party hereunder. Each party shall preserve
                           such records for at least two years after the
                           termination of this Agreement.

                  6.1.2    The Distributor shall also procure that each VAR
                           appointed under Clause 2.1(iii) shall keep such
                           records during the term of their appointment and for
                           at least two years after the termination of such
                           appointment.

         6.2      Inspection

                  6.2.1    Each party shall have the right during the term of
                           this Agreement and within two years thereafter, to
                           appoint a Chartered Accountant to inspect, audit and
                           take copies or extracts from such books and records
                           of the other party upon reasonable prior notice
                           during normal business hours at the other party's
                           offices for the purpose of verifying the accuracy of
                           the statements provided under this Agreement. The
                           other party agrees to provide such Chartered
                           Accountant with such assistance, co-operation and
                           further information as the Chartered Accountant may
                           reasonably require for such purpose.

----------------
*Confidential treatment has been requested for certain portions of this document
 pursuant to an application for confidential treatment sent to the Securities
 and Exchange Commission. Such portions are omitted from this filing and are
 filed separately with the Securities and Exchange Commission.


<PAGE>

________________________________________________________________________________

                  6.2.2    The Distributor shall also procure that in respect of
                           each VAR appointed under Clause 2.1(iii), the
                           Supplier shall be entitled to carry out such
                           inspection and audit directly.

         6.3      Underpayment

                  6.3.1    If such inspection reveals that the other party's
                           payments were less than the amount, which should have
                           been paid, then the other party shall pay any sums
                           shown to be due together with interest thereon
                           calculated on the basis that such sums fell due on
                           the date on which they should have been declared.

                  6.3.2    In the event of an inspection revealing an error in
                           excess of 5% of the total sums accrued due during the
                           period for which such inspection and audit was made
                           the other party shall pay all the costs of such audit
                           and inspection upon receipt of an appropriate invoice
                           justifying the costs. Otherwise, the auditing party
                           will pay all the costs of the audit and inspection.

7.       TRAINING AND SUPPORT

         7.1      Training
                  The Supplier shall provide reasonable training in the use,
                  installation and maintenance of the Products for the
                  Distributor's personnel as agreed between the parties.

         7.2      End User Support The Distributor and/or its VARs shall use
                  their reasonable endeavors to provide support to End Users on
                  terms and prices to be determined by the Distributor except
                  that the Distributor's VAR's shall be free to determine their
                  own prices for support.

         7.3      Second-line support The Supplier shall provide support to the
                  Distributor in respect of SoftCD as part of the consideration
                  for the payment of royalties pursuant to Clauses 5.2.4, 5.2.5
                  and 5.2.6.

8.       DISTRIBUTOR'S OBLIGATIONS

         8.1      The Distributor shall:

                  (i)   use its reasonable endeavors to promote and extend the
                        sale of the Products throughout the Territory;

                  (ii)  at all times maintain adequate demonstration facilities
                        for the Products;


<PAGE>


                  (iii) use the Supplier's trade marks and trade names relating
                        to SoftCD only in the registered or agreed style in
                        connection with the marketing and sale of the Products;

                  (iv)  whenever CD-U, or any equivalent term, is used in the
                        Distributor's press releases, marketing collateral and
                        products the Distributor should make reasonable
                        endeavors to directly reference (where it is
                        appropriate) SoftCDTM and include acknowledgement of the
                        trademark in the form required by the Supplier and
                        reference to the Supplier's company name and website.

                  (v)   whenever SoftCD or Epsilon, or any equivalent term for
                        either, is used in the Distributor's press releases,
                        marketing collateral and products the Distributor should
                        make reasonable endeavors to directly reference SoftCDTM
                        and include acknowledgement of the trademark in the
                        form required by the Supplier and reference to the
                        Supplier's company name and website.

9.       SUPPLIER'S OBLIGATIONS

         9.1      The Supplier shall:

                  (i)   provide the Distributor with such marketing and
                        technical assistance as the Distributor may consider
                        reasonably necessary to assist the Distributor with the
                        promotion of the Products and as may reasonably be
                        required to be provided by the Supplier (provided that
                        the Supplier shall not be required to provide direct
                        support to the Distributors or its VARs End Users or to
                        directly support any marketing or joint marketing);

                  (ii)  provide second line support to the Distributor in
                        respect of the Products by telephone and email during
                        the Supplier's normal working hours;

                  (iii) answer to the Distributor as soon as reasonably
                        practicable all technical queries raised by the
                        Distributor or its customers concerning the use or
                        application of the Products;

                  (iv)  provide the Distributor with adequate quantities of
                        instruction manuals, technical and promotional
                        literature and other information relating to the
                        Products at cost;

                   (v)  provide to the Distributor for inclusion in the Products
                        any updates or enhancements to the Products;

                  (vi)  provide the Distributor promptly with all information
                        and assistance necessary to enable the Distributor
                        properly to perform its obligations hereunder in respect
                        of any such modified or enhanced versions of the
                        Products;

         9.2      The Supplier shall ensure, to the extent that it has not
                  already done so, that SoftCD is localizable for the markets
                  within each Region where the Distributor can demonstrate that
                  such work to make SoftCD localizable is reasonably necessary.

<PAGE>


________________________________________________________________________________

10.      INTELLECTUAL PROPERTY RIGHTS

         Nothing in this Agreement shall operate to transfer any
         Intellectual Property Rights in or relating to the Products.

11.      CONFIDENTIALITY AND COMPETITION

         11.1     Confidentiality obligations Neither party shall use or divulge
                  or communicate to any person (other than those whose province
                  it is to know the same or as permitted or contemplated by this
                  Agreement or with the written authority of the other party or
                  as may be required by law):

                  (i)  any confidential information concerning the products,
                       customers, business, accounts, finance or contractual
                       arrangements or other dealings, transactions or affairs
                       of the other party and its subsidiaries which may come to
                       the first party's knowledge during the continuance of
                       this Agreement; or

                  (ii) any of the terms of this Agreement; and each party shall
                       use its best endeavors (i) to prevent the unauthorized
                       publication or disclosure of any such information or
                       documents and (ii) to ensure that any person to whom such
                       information or documents are disclosed by such party is
                       aware that the same is confidential to the other party.

         11.2     Employees
                  Each party shall ensure that its employees are aware of and
                  comply with the confidentiality and non-disclosure provisions
                  contained in this Clause and shall indemnify the other party
                  against any loss or damage which the other may sustain or
                  incur as a result of any breach of confidence by any of such
                  party's employees.

         11.3     Notification of breach
                  If either party becomes aware of any breach of confidence by
                  any of its employees it shall promptly notify the other party
                  and give the other party all reasonable assistance in
                  connection with any proceedings which the other party may
                  institute against any such employees.

         11.4     Survival
                  The provisions of this Clause shall survive the termination of
                  this Agreement but the restrictions contained in Clause 11.1
                  shall cease to apply to any information which may come into
                  the public domain otherwise than through unauthorized
                  disclosure by the receiving party or its employees.

         11.5     Non-competition

                  11.5.1   The Supplier may terminate the Exclusivity in all
                           Regions on three (3) months' written notice to the
                           Distributor if the Distributor markets or sells
                           CD-Us, which incorporate software with a similar
                           purpose, which compete with SoftCD whether developed
                           by the Distributor or a third party unrelated to the
                           Supplier. Upon the expiration of such notice this
                           Agreement shall continue in full force and effect
                           save for the Exclusivity and provisions relating
                           thereto.


<PAGE>


                  11.5.2   On termination of Exclusivity pursuant to clause
                           11.5.1, the Distributor's rights to appoint VARs
                           under Clause 2.1(iii) shall also terminate.

12.      TERMINATION

         12.1  Grounds for termination
               Notwithstanding anything else contained herein, this Agreement
               may be terminated by either party forthwith on giving notice in
               writing to the other if:

               (i)  the other party commits any material or persistent breach of
                    any term of this Agreement and (in the case of a breach
                    capable of being remedied) shall have failed, within 30 days
                    after the receipt of a request in writing from the other
                    party so to do, to remedy the breach (such request to
                    contain a warning of such party's intention to terminate);

               (ii) the other party shall have a receiver or administrative
                    receiver appointed over it or any part of its undertaking or
                    assets or shall pass a resolution for winding up (otherwise
                    than for the purpose of a bona fide scheme of solvent
                    amalgamation or reconstruction) or a court of competent
                    jurisdiction shall make an order to that effect or if the
                    other party shall enter into any voluntary arrangement with
                    its creditors or shall become subject to an administration
                    order.

         12.2     Compensation for termination Neither party shall not be
                  entitled to any compensation or indemnity (whether for loss of
                  distribution rights, goodwill or otherwise) as of right as a
                  result of the termination of this Agreement in accordance with
                  its terms.



13.      EFFECT OF TERMINATION

         On the termination of this Agreement in accordance with the
         preceding clause all the rights and obligations of the parties
         under this Agreement shall automatically terminate except:

         (i)   for such rights of action as shall have accrued prior to such
               termination and any obligations which expressly or by implication
               are intended to come into or continue in force on or after such
               termination;

         (ii)  the Distributor shall be entitled to sell any of its stocks of
               the Products which have been fully paid for and which are
               required to fulfill any unperformed contracts of the Distributor
               outstanding at the date of termination (and to that extent and
               for that purpose the provisions of this Agreement shall continue
               in effect);

         (iii) End Users who have purchased and/or received any of the Products
               prior to termination or in cases falling within clause 13(ii)
               shall be permitted to continue using The Products on the terms of
               the Sub-License and the license to the Distributor shall continue
               for this purpose only.


<PAGE>
________________________________________________________________________________

14.      *

15.      LIABILITY

         15.1     Authority
                  The Supplier warrants to the Distributor that it is entitled
                  to grant the rights granted under this Agreement and that
                  use of the Products in accordance with the Agreement will
                  not infringe the rights of any third party

         15.2.    Performance
                  The Products as supplied to the Distributor shall for a
                  period of ninety (90) days from the date of delivery to or
                  download by the Distributor ("the Warranty Period") operate
                  substantially in conformance with their accompanying
                  documentation.

                  The Distributor's sole remedy and the Supplier's sole
                  liability for breach of the warranty in this Clause 15.2
                  shall be to correct such breach or (at its option) replace
                  such copy of the Products free of charge, provided that it
                  shall only be required to do so where:

                  15.2.1.  the Products have been used at all times properly and
                           in accordance with instructions for use; and

                  15.2.2.  no alteration, modification or addition has been made
                           to the Products without the Supplier's prior written
                           consent; and

                  15.2.3.  the alleged error, malfunction or inconsistency has
                           been notified to the Supplier within the Warranty
                           Period in writing by post or fax, specifying the
                           Product and the nature of the alleged error or
                           malfunction.

         15.3.    Implied warranties
                  EXCEPT AS OTHERWISE PROVIDED IN THIS CLAUSE, THE SUPPLIER
                  MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
                  THE PRODUCTS, AND ALL WARRANTIES AND CONDITIONS RELATING TO
                  THE PRODUCTS, EITHER EXPRESS OR IMPLIED (INCLUDING BUT NOT
                  LIMITED TO ANY IMPLIED CONDITIONS OF SATISFACTORY QUALITY OR
                  FITNESS FOR ANY PARTICULAR PURPOSE) ARE HEREBY EXCLUDED TO
                  THE FULLEST EXTENT PERMITTED BY LAW.

         15.4.    High Risk Systems
                  It is expressly acknowledged and agreed by the Distributor
                  that:


----------------
*Confidential treatment has been requested for certain portions of this document
 pursuant to an application for confidential treatment sent to the Securities
 and Exchange Commission. Such portions are omitted from this filing and are
 filed separately with the Securities and Exchange Commission.



<PAGE>

________________________________________________________________________________

                  15.4.1   the Products are not warranted to be fault-tolerant,
                           and is not intended for the design, construction,
                           maintenance, operation, control, or any other use in
                           connection with High Risk Systems, and any express or
                           implied warranty or condition of fitness for purpose
                           on connection with High Risk Systems is hereby
                           excluded to the fullest extent permitted by law;

                  15.4.2   it is not technically practicable to guarantee
                           software to be error-free, and the Supplier does not
                           guarantee or warrant the Products to be error-free.

         15.5.    Viruses
                  Although the Supplier does not warrant that the Products
                  supplied hereunder shall be free from all known viruses, it
                  has used commercially reasonable efforts to check for the most
                  commonly known viruses. The Distributor is nevertheless solely
                  responsible for virus scanning the Products.

         15.6.    Damage to property
                  Subject to Clause 15.9, the Supplier's liability in respect of
                  any loss of or damage to tangible property caused by its
                  negligence, or the negligence of its employees acting under
                  its control shall be limited to (pound)1,000,000 for each
                  event or series of connected events.

         15.7.    Other loss
                  Except as set out in Clauses 15.6 and 15.9, the Supplier's
                  liability under this Agreement, whether in contract, tort,
                  negligence or howsoever, shall be limited to the sums payable
                  by the Distributor to the Supplier under this Agreement.

         15.8.    Consequential loss
                  Notwithstanding the generality of the above, the Supplier
                  expressly excludes liability for any:

                  15.8.1   consequential loss or damage;
                  15.8.2   loss of or corruption to other software or loss of or
                           corruption to data; or
                  15.8.3   loss of anticipated savings;
                           whether arising from negligence, breach of contract
                           or howsoever.

         15.9.    Personal injury or death
                  Nothing in this Agreement shall limit or is intended to limit
                  the Supplier's liability for death or personal injury caused
                  by the negligence of the Supplier or its employees acting
                  under its control.

16.      WAIVER

         No forbearance, delay or indulgence by either party in
         enforcing the provisions of this Agreement shall prejudice
         or restrict the rights of that party nor shall any waiver of
         its rights operate as a waiver of any subsequent breach and
         no right, power or remedy herein conferred upon or reserved
         for either party is exclusive of any other right, power or
         remedy available to that party and each such right, power or
         remedy shall be cumulative.


<PAGE>

________________________________________________________________________________

17.      INDEMNITIES

         17.1     IPR indemnity
                  The Supplier shall indemnify the Distributor and keep the
                  Distributor fully and effectively indemnified against any and
                  all losses, claims, damages, costs, charges, expenses,
                  liabilities, demands, proceedings and actions which the
                  Distributor may sustain or incur or which may be brought or
                  established against it by any person and which in any case
                  arise out of or in relation to or by reason of any claim or
                  allegation that any of the Products infringes any Intellectual
                  Property Rights of any third party and which are not due to
                  the Distributor's negligence, recklessness or willful
                  misconduct or any breach of its obligations under this
                  Agreement PROVIDED THAT:

                  17.1.1   the Distributor promptly notifies the Supplier of any
                           such claim as soon as it is aware of it;

                  17.1.2   the Distributor permits the Supplier to handle and
                           defend such claim, and provides the Supplier with
                           authority to do so; and

                  17.1.3   the Distributor (at the Supplier's cost) provides the
                           Supplier with such reasonable assistance and
                           information as may reasonably be required in order to
                           handle such action.

                  The indemnity set out above shall not apply to any
                  infringement which: (i) is due solely to the combination of
                  the Products with other software or hardware not provided by
                  the Supplier; or (ii) results from use of the Products outside
                  the scope of or other than in accordance with this Agreement;
                  or (iii) results from failure by the Distributor to use any
                  amended or replacement software provided to the Distributor of
                  equal functionality and quality where the Supplier has
                  notified the Distributor of the possibility of infringement if
                  such amended or replacement software is not adopted.

                  It is acknowledged that it is the Distributor's responsibility
                  to ensure that the Products are not distributed in any
                  jurisdiction within the Territory unless it complies with
                  local laws and regulations relating to its sale and use
                  therein.

         17.2    Distributor indemnity
                  The Distributor shall indemnify the Supplier and keep the
                  Supplier fully and effectively indemnified against any and all
                  losses, claims, damages, costs, charges, expenses,
                  liabilities, demands, proceedings and actions which the
                  Supplier may sustain or incur, or which may be brought or
                  established against it by any person and which in any case
                  arise out of or in relation to or by reason of the negligence,
                  recklessness or willful misconduct of the Distributor or an
                  infringement by the Distributor of the patent rights of any
                  third party in the performance of any of its obligations or
                  the exercise of its rights under this Agreement.

         17.3     Co-operation
                  If any claim is made against either party for which
                  indemnification is sought under this Clause, the indemnified
                  party shall consult with the other and, subject to being
                  secured to its reasonable satisfaction, shall co-operate with
                  the other in relation to any reasonable request made by the
                  other in respect of such claim.

<PAGE>

________________________________________________________________________________

18.      FORCE MAJEURE
         Neither party shall be liable for any delay in performing any of its
         obligations under this Agreement if such delay is caused by
         circumstances beyond the reasonable control of the party so delaying
         and such party shall be entitled (subject to giving the other party
         full particulars of the circumstances in question and to using
         reasonable endeavors to resume full performance without avoidable
         delay) to a reasonable extension of time for the performance of such
         obligations.

19.      NOTICES
         All notices which are required to be given hereunder shall be in
         writing and shall be sent to the address of the recipient set out in
         this Agreement or such other address in England as the recipient may
         designate by notice given in accordance with the provisions of this
         Clause. Any such notice may be delivered personally or by first class
         pre-paid letter or facsimile transmission and shall be deemed to have
         been served if by hand when delivered, if by first class post 48 hours
         after posting and if by facsimile transmission when dispatched.

20.      INTERPRETATION

         20.1     In this Agreement:

                  (i)   reference to any statute or statutory provision includes
                        a reference to that statute or statutory provision as
                        from time to time amended, extended or re-enacted;

                  (ii)  words importing the singular include the plural, words
                        importing any gender include every gender and words
                        importing persons include bodies corporate and
                        unincorporated; and (in each case) vice versa;

                  (iii) any reference to a party to this Agreement includes a
                        reference to his successors in title and permitted
                        assigns;

                  (iv)  the headings to the Clauses and sub-clauses are for ease
                        of reference only and shall not affect the
                        interpretation or construction of this Agreement.

21.      GENERAL

         21.1     Entire Agreement & law
                  This Agreement constitutes the entire understanding between
                  the parties concerning the subject matter of this Agreement
                  and shall be governed by and construed in accordance with the
                  laws of England.

         21.2     Waiver
                  No waiver or amendment of any provision of this Agreement
                  shall be effective unless made by a written instrument signed
                  by both parties.


<PAGE>

________________________________________________________________________________

         21.3     Severability
                  Each provision of this Agreement shall be construed separately
                  and notwithstanding that the whole or any part of any such
                  provision may prove to be illegal or unenforceable the other
                  provisions of this Agreement and the remainder of the
                  provision in question shall continue in full force and effect.

         21.4     Assignment
                  This Agreement shall not be assigned by the Distributor
                  without the prior written consent of the Supplier (such
                  consent not to be unreasonably withheld) .

         21.5  Jurisdiction
               The parties submit to the exclusive jurisdiction of the English
               Courts but without prejudice to either party's rights to bring
               proceedings in any other jurisdiction where the other party is
               incorporated or has assets








<PAGE>

________________________________________________________________________________


SIGNED BY THE DULY AUTHORISED REPRESENTATIVES OF THE PARTIES

FOR AND ON BEHALF OF iOra LIMITED          FOR AND ON BEHALF OF IQROM
BY:                                        COMMUNICATIONS INC and IQROM
                                           LIMITED
                                           BY:


Signature: /s/ Paddy Falls                 Signature: /s/ Tom Elek
           -------------------------       ---------------------------------

Name: Paddy Falls                          Name: Tom Elek

Position: CEO                              Position: CEO

Date: 23 June 2000                         Date: 23 June 2000





<PAGE>

________________________________________________________________________________


                                   SCHEDULE 1
                           MINIMUM ROYALTY LEVELS FOR
                                  THE PRODUCTS
*


                                   SCHEDULE 2
                                 EXISTING VARS

Signed VAR agreements:
*




Pending VAR agreements:

*








----------------
*Confidential treatment has been requested for certain portions of this document
 pursuant to an application for confidential treatment sent to the Securities
 and Exchange Commission. Such portions are omitted from this filing and are
 filed separately with the Securities and Exchange Commission.



<PAGE>


________________________________________________________________________________


*


                                   APPENDIX A

                             Template VAR Agreement






                                 -see attached-

                                   APPENDIX B

                                Escrow agreement



                                  see attached



--------------------
*Confidential treatment has been requested for certain portions of this
 document pursuant to an application for confidential treatment sent to the
 Securities and Exchange Commission. Such portions are omitted from this filing
 and are filed separately with the Securities and Exchange Commission.