Exhibit 10.2

# SOFTWARE LICENSE
AGREEMENT

This Software License Agreement is
entered into effective as of June 30, 1999 between Findex.com, Inc.
(Findex),a Nevada corporation, and Parsons Technology, Inc.
(Parsons),a California corporation and a subsidiary of Mattel, Inc., a
Delaware corporation (Mattel).

WHEREAS, Findex desires to obtain for
publication and distribution original computer programs;

WHEREAS, Parsons is the owner of the
one or more computer software programs which include the technology described on
Exhibit Aattached hereto and the related documentation; and

WHEREAS, Parsons desires that Findex
publish and distribute Parsons programs and Findex desires to publish and distribute
the programs subject to and in accordance with the terms of this Agreement; and

WHEREAS, concurrently with this
Agreement, Buyer and Sellers intend to enter into the following additional agreements: (1)
an Asset Purchase Agreement dated herewith (the Purchase Agreement);(2) a Finished Goods Distribution Agreement dated herewith granting Findex the right
to distribute (but not manufacture) certain products of Mattel and granting Mattel the
right to distribute (but not manufacture) certain products of Findex (the
Distribution Agreement);and (3) a Services Agreement dated herewith
(which agreements are collectively referred to herein as the Other
Agreements).

NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties hereto agree as follows:

I.    DEFINITIONS.

1.1 Licensed Mediashall mean all computer-readable media now known or hereafter to become known
including, without limitation, magnetic media storage devices, CD-ROM, CDDVD and other
optical disks, electronic downloading, on-line and any other human or machine readable
medium.

1.2 Program or
Programsshall mean (i) the technology described on ExhibitA,
which includes, but is not limited to, the program engine, user interface, source
and object code and associated program documentation, and (ii) all source and object code,
content and other components owned by Parsons that are contained in the computer software
programs of Parsons that are part of the Business, including but not limited to those
identified on Exhibit B,other than the content and other rights governed by the
Contracts (which Contracts have been assigned to Findex pursuant to the Purchase
Agreement).

1.3 Trademarksshall mean all trademarks owned by Parsons related to the Business, including but not
limited to those trademarks that relate to the Programs, including without limitation the
names of such products. The Trademarks do not include, however, the
Comptons trademark, and Findex shall not have the right to use, and
shall not use, the Comptons trademark.

1.4 All terms not otherwise defined
herein shall have the meanings ascribed to them in the Other Agreements.

2.    
          LICENSE AND RIGHTS.

2.1 Exclusive License. Subject
to the terms and conditions of this Agreement, Parsons hereby grants to Findex the
exclusive, perpetual and fully-paid up right and license to publish, use, distribute and
sublicense the Programs incorporating the Trademarks throughout the world and in the
Licensed Media, for sale, resale and/or license to churches or other places of worship,
religious schools and companies or individuals for which the majority of sales revenue is
derived from sales of religious, Christian or Bible products (the Church
Channel).

2.2 Non-exclusive License. Subject to the terms and conditions of this Agreement, Parsons hereby grants to Findex
the non-exclusive, perpetual and fully-paid up right and license to publish, use,
distribute and sublicense the Programs incorporating the Trademarks throughout the world
and in the Licensed Media, for sale, resale and/or license into all channels other than
the Church Channel.

2.3 Right to Modify the Software
Programs. The rights licensed to Findex herein shall include the right to modify the
Programs (including the source code) in order to prepare derivative works and future
versions of the Programs. Any such modifications (but not the underlying Programs) shall
be owned by Findex.

2.4 Upgrades and Maintenance. Parsons
shall be under no obligation to provide any updates, upgrades or maintenance to the
Programs.

2.5 Closing
Deliveries. Findex shall have received at or prior to the date hereof each of the
following:

(a)    
          copies of all technical data, product literature and other documentation
          relating to the Programs, all in form and substance satisfactory to Findex;

(b)    
          copies of all film, electronic files for all packaging, documentation, inserts
          and collateral materials, gold masters, source code and related documentation
          and materials relating to the Program, all in form and substance satisfactory to
          Findex; and

(c)    
          a list of most frequently asked questions to Parsons customer
          support and technical support personnel for the Programs.

3.    
          OWNERSHIP OF PRODUCTS, COPYRIGHT AND TRADEMARK NOTICES.

Findex acknowledges that, except as
expressly provided in the Other Agreements, Parsons retains all right, title and ownership
to each of the Programs and the Trademarks and no such rights shall pass to Findex, except
to the extent to which such rights are expressly granted under this Agreement or under the
Purchase Agreement. Findex may file copyright registrations for each new version of the
Program that Findex releases with respect to the original work that Findex contributes to
such versions.

4.    OBLIGATIONS

4.1 Support. Each party shall
be responsible for the support of the Programs that it distributes. Parsons shall provide
Findex, at Findexs expense, technical support training at Findexs site.

4.2 License Fee.

(a)    
          The non-refundable license fee for the Programs shall be equal to (i) Five
          Million U.S. Dollars (U.S. $5,000,000) (the License Fee).

(b)    
          The License Fee shall be payable as follows: (1) $ 1,000,000 upon execution of
          this Agreement, (ii) $500,000 on August 1, 1999, (iii) $500,000 on September 7,
          1999, (iv) $1,500,000 on December 7, 1999, (v) $1,000,000 on March 7, 2000, and
          (vi) $500,000 on June 7, 2000.

5.    
          TERM AND TERMINATION

5.1 Term. This Agreement shall
continue for a period of ten (10) years unless earlier terminated as provided in this
Section 5 (the Term).

5.2Termination For Cause.
Until Parsons is paid in full for all amounts owed to it under this Agreement, either
party may terminate this Agreement, without further notice, for cause as follows:

(a)    
          Bankruptcy. Either party may immediately terminate this Agreement upon
          written notice to the other party in the event that proceedings in bankruptcy or
          insolvency are instituted by or against the other party, or a receiver is
          appointed, or if any substantial part of the assets of the other party is the
          object of attachment, sequestration or other type of comparable proceeding, and
          such proceeding is not vacated or terminated within sixty (60) days after its
          commencement or institution.

(b)    
          Material Breach. Either party may terminate this Agreement if one party
          commits a material breach of any of the terms or provisions of this Agreement
          and does not cure such breach within thirty (30) days after receipt of written
          notice given by the other party

5.3 Late Payment. Parsons may
terminate this Agreement on twenty (20) days written notice and opportunity to cure
if any of the payments due to Parsons under this Agreement are not made on or before the
date due. If Findex fails to cure such late payment and in lieu of termination, the
parties specifically acknowledge that Parsons may require that the entire License Fee
shall immediately become due and payable and any legal fees and other costs incurred by
Parsons in collecting such amount shall be paid by Findex.

5.4 Survival of Terms.
Sections 3, 6, 8, 9, 10, 11, 12 and 13 of this Agreement shall survive any termination of
this Agreement.

6.    
REPRESENTATIONS AND WARRANTIES.

6.1 Parsons. Parsons
hereby represents and warrants to Findex that:

(a)    
          Parsons has all right, title and interest in and to the Programs, including the
          sole and exclusive right to grant the license, and such right, title and
          interest shall be valid throughout the Term;

(b)    
          the Programs do not infringe any copyright, trademark, trade secret or other
          proprietary and intellectual property rights of any other person; and

(c)    
          Parsons has the requisite authority to enter into this Agreement and the
          granting of the License and rights under this Agreement will not result in the
          violation of. (i) the organizational documents or Bylaws of Parsons, (ii) any
          agreement, contract, lease, license, document or other commitment, written or
          oral, with respect to the Programs to which Parsons is a party or may become
          bound, or (iii) any applicable law, rule, license or regulation.

6.2 Findex. Findex hereby
represents and warrants to Parsons that Findex has the requisite authority to enter into
this Agreement and the performance of its obligations under this Agreement will not result
in the violation of: (i) the organizational documents or Bylaws of Findex, (ii) any
agreement, contract, lease, license, document or other commitment, written or oral, with
respect to the Programs to which Findex is a party or may become bound, or (iii) any
applicable law, rule, license or regulation.

7.    
 ACKNOWLEDGMENTS.

Parsons hereby acknowledges and
agrees that Findex has full discretion with respect to the marketing of the Programs
pursuant to the license set forth in Section 2 above including, but not limited to the
licensing of the Programs, the pricing of the Programs and the distribution of the
Programs. Parsons also acknowledges that nothing in this Agreement shall require Findex to
begin to market, or, once begun, to continue to market, the Programs if Findex, in its
sole discretion, determines that it would not be commercially reasonable to do so.

8.    
 INDEMNITY.

8.1 Findex. For a period of
two (2) years, Findex shall indemnify and hold Parsons harmless from and against all
claims, suits, demands, actions and proceedings, judgments, penalties, damages, costs and
expenses (including reasonable legal fees and costs), losses or liabilities of any kind(Damages)which may arise or result from (a) the marketing or servicing by
Findex of the Programs, except for matters referred to in Section 8.2, and (b) from breach
of any representation, warranty or agreement of Findex.

8.2 Parsons. For a period of
two (2) years, Parsons shall indemnify and hold Findex harmless from and against all
Damages which may arise or result from (a) the Programs, or any part thereof, infringing
the copyright, trademark, trade secret or other proprietary or intellectual property
rights of any other person or entity, except to the extent such infringement relates to
Findexs modification of the Programs, and (b) from breach of any representation,
warranty or agreement of Parsons.

8.3 Litigation. With respect
to any claims falling within the scope of the foregoing indemnifications:

(a)    
          each party agrees to notify the other promptly of and keep the other fully
          advised with respect to such claims and the progress of any suits in which the
          other party is not participating;

(b)    
          the indemnifying party shall have the right to defend any suit instituted
          against the indemnified party;

(c)    
          the indemnifying party shall have the right to participate, at its expense, in
          the defense of a claim or suit made or filed against the indemnified party; and

(d)    
          a party participating in or assuming the defense of a claim or suit against the
          other party shall not settle such claim or suit without the prior written
          approval of the other party, which approval will not be unreasonably withheld or
          delayed.

8.4 Indemnification Limits.
Neither party shall be required to make any indemnification payment pursuant to this
Section 8 until such time as the total amount of all Damages that have been directly
suffered or incurred by such party exceeds US $25,000. Neither party shall be required to
make any payment with respect to such Damages or matters within the scope of these
indemnifications to the extent that all indemnification payments made would exceed Five
Million US Dollars (US $5,000,000).

9.    
 CONFIDENTIALITY.

Neither party shall issue a press
release relating to this Agreement without the prior written consent of the other party,
except that if such press release is required by law or by the regulations of any
securities exchange on which the issuing partys securities are listed then such
consent shall not be unreasonably withheld.

The terms of this Agreement are
confidential and shall not be disclosed to any other party without the written consent of
the other party. Each party shall (and shall take such reasonable action to ensure that
its employees) preserve in strict confidence any information obtained by the other party
or its employees, concerning its business or any of its affiliates including, without
limitation to, trade secrets and proprietary information, and agrees, except as expressly
permitted herein, to refrain (and shall take such reasonable action to assure that its
employees) from disclosing, during the term of this Agreement or at any time thereafter,
any such information to any person or persons, or business organizations.

10.    
 NON-COMPETE.

Effective as of the date of this
Agreement and for a period of five (5) years thereafter, Parsons shall not, without the
prior written consent of Findex, directly develop or market any program or online service
that includes any translation of the Bible, except (i) as shall be outlined in the
Distribution Agreement and (ii) for any Bible products that may be developed or marketed
by companies that Parsons or any of its affiliates may acquire in the future, so long as
such Bible products are not such acquired companies primary business. Parsons would
not license, sell, or otherwise distribute the names of customers that have purchased
Bible products from Parsons or any of its affiliates to companies that sell or market
Bibles or Bible software as the primary portion of their business.

11.    
 NOTICES.

Notices permitted or required under
this Agreement shall be sent to the addresses set forth below and shall be sent by hand
delivery, by telecopier followed with written confirmation sent by mail, by overnight
courier or by registered or certified mail, return receipt requested. Notices shall be
deemed to have been given on the date actually received if sent by hand delivery or
overnight courier, on the date sent if sent by telecopier, or three (3) days after mailing
if sent by registered or certified mail.

If to Parsons:

Attention: General CounselTLC
Multimedia Inc.c/o Mattel, Inc. 333 Continental BoulevardEl
Segundo, CA 90245-5012

Telephone: (310) 252-2000Fax:
(310) 252-2567

Copy of Notices to.

Learning Company Division88
Rowland Way

Novato, CA 94945Attn: James Prather
Telephone: (415) 895-2740
Fax: (415) 895-2108

If to Findex:

Attention: Joe SzczepaniakFindex.
com, Inc.11640 Arbor Street Omaha, NE 68144

Telephone: (402) 333-1900Facsimile:
(402) 778-5763

Copy of Notices to

Sonfield & Sonfield770
South Post Oak Lane, Suite 435 Houston, TX 77056Attention:
Robert Sonfield, Esq.Telephone: (713) 877-8333Facsimile: (713) 877-1547

12.    
 DISPUTE RESOLUTION.

12.1 Arbitration. Any dispute,
controversy or claim arising out of or in connection with this Agreement shall be
determined and settled by arbitration in Los Angeles, CA pursuant to the rules then in
effect of the American Arbitration Association, and each party hereby consents to the
jurisdiction thereof. Any award rendered shall be final and conclusive upon the parties
and a judgment thereon may be entered in a court having competent jurisdiction. The party
submitting such dispute shall request the American Arbitration Association to: appoint an
arbitrator who is knowledgeable in the microcomputer area and familiar with the consumer
software industry and who will follow substantive rules of the law; allow for the parties
to request discovery pursuant to the rules then in effect under the Federal Rules of Civil
Procedure for a period not to exceed sixty (60) days; require the testimony to be
transcribed; and require the award to be accompanied by findings of fact and a statement
of reasons for the decision. All costs and expenses, including attorneys fees, of
all parties incurred in any dispute which is determined and/or settled by arbitration
pursuant to this Section 12 shall be borne by the party determined to be liable in respect
of such dispute- provided, however, that if complete liability is not assessed
against any one party, the parties shall share the total costs in proportion to their
respective amounts of liability so determined.

12.2 Injunctive Relief.
Notwithstanding Section 12. 1, the parties hereto further agree that any breach of
Sections 2, 6, 8, 9 and 10 of this Agreement is likely to result in irreparable injury to
the other and each party agrees that the other shall be entitled, if it so elects, to
institute and prosecute proceedings in any court of competent jurisdiction to enforce the
specific performance of this Agreement by such party, or to enjoin such party from
activities in violationof this Agreement.

13.    
 MISCELLANEOUS.

13.1 Entire Agreement.This
Agreement, together with the Other Agreements, contain the entire understanding of the
parties hereto relating to the subject matter hereof, supersede any prior written or oral
agreement or understandings between the parties with respect to the Programs, and cannot
be changed or terminated orally. This Agreement may be amended only by a writing signed by
the parties hereto.

13.2 Enforceability. The
invalidity or unenforceability of any provision of this Agreement will not affect the
validity or enforceability of any other provision of this Agreement.

13.3 Assignment. Neither this
Agreement nor the rights or obligations hereunder may be assigned by either party without
the prior written consent of the other party, which consent shall not be unreasonably
withheld; provided however,that this Agreement may be assigned by either party to
an Affiliate of such party, or upon the merger of the party or the sale of such
partys business, all without the consent of the other party, upon providing notice
to the other party.

13.4 Independent Contractors
Parsons and Findex shall perform their duties pursuant to this Agreement as
independent contractors. Nothing in this Agreement shall be construed to create a joint
venture, partnership or other joint relationship between Parsons and Findex. Neither party
shall have the ability to incur any obligation on behalf of the other party,

13.5 Successors. All rights
and obligations arising out of this Agreement shall enure to the benefit of, and be
binding on and enforceable by the parties and their respective successors and permitted
assigns.

13.6 Governing Law. This
Agreement and its validity, construction and performance shall be governed in all respects
by the internal laws of the Commonwealth of Massachusetts.

13.7 Signature. This Agreement
may be executed in several counterparts, each of which will be deemed to be an original,
and each of which alone and all of which together, shall constitute one and the same
instrument, but in making proof of this Agreement it shall not be necessary to produce or
account for each copy of any counterpart other than the counterpart signed by the party
against whom this Agreement is to be enforced. This Agreement may be transmitted by
facsimile, and it is the intent of the parties for the facsimile (or a photocopy thereof)
of any autograph printed by a receiving facsimile machine to be an original signature and
for the facsimile (or a photocopy thereof) and any complete photocopy of the Agreement to
be deemed an original counterpart.

IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be signed under seal as of the date first set forth
above.

|Parsons Technology, Inc.
By:                     
Name:                   
Title: EXEC. V.P. | Findex.com, Inc.
By:
Name:
Title: CEO/PRESIDENT
|-------------------------------------------------------------------------------------------- | -----------------------------------------------

# EXHIBIT A

Program

All source code in all languages
(including but not limited to C, C++, Pascal, Delphi, Pearl, Java Script, VB Script, ASP,
SQL, HTML, DHTML, XML, RTF, STEP, Make files, version control files) for all Programs on
all platforms. This code is not limited to source code produced for shipping Programs but
may also include source code used for content manipulation, organization, and maintenance
and utilities developed by employees of the Church Division of Parsons.

All object code produced from all
development work within the Church Division of Parsons and all third party object code
purchased for any products in the Business (including but not limited to .exe, .com, .dll,
..vbx, .vdc, all active-x and COM modules, Plug-ins, Applets).

Setup source and object code for all
versions of all Church Division applications including Wise, Install Shield, and
application setup developed internally by Church Division employees.

Artwork designs, interface designs,
and product artwork owned by Parsons for Programs, Web sites, or product support process
(including customer and developer) relating to the Business.

All content owned by Parsons
(including but not limited to Bible text, Bible reference text, Christian reference text,
supporting text, photos, illustrations, videos, animations, maps, music, digital audio,
analog audio) in all forms/stages (including but not limited to source, processed, and
production) included in Programs, Web sites, or product support processes (including
customer and developer) relating to the Business.

All inclusive public domain content
(including but not limited to Bible text, Bible reference text, Christian reference text,
supporting text, photos, illustrations, videos, animations, maps, music, digital audio,
analog audio) in all forms/stages (including but not limited to source, processed, and
production) included in Programs, Web sites, or product support processes (including
customer and developer) relating the Business.

Findex understands that source code,
object code, and content developed, purchased, or licensed within other divisions of The
Learning Company, Broderbund Software, Inc., Mindscape, Inc. (or their affiliates other
than Parsons) utilized within Church Products remains the property of the originating
entity.

Furthermore, nothing in the foregoing
is intended to limit in any way the scope of the rights to be assigned to Buyer under the
Purchase Agreement.