EXHIBIT 10.19


                     SOFTWARE LICENSE AND SERVICES AGREEMENT




         THIS SOFTWARE LICENSE AGREEMENT (this "AGREEMENT") is entered into as
of August 29, 2003 (the "EFFECTIVE DATE") by and between SearchHelp, Inc., a
Delaware corporation ("LICENSOR"), and Family Trusted Products, LLC, a Delaware
limited liability company ("LICENSEE").


                                    RECITALS

         A. Licensor owns the exclusive rights to the "Browser Software" and the
"Remote Software" identified on EXHIBIT A attached hereto (the "PRODUCTS") and
the trademarks identified on EXHIBIT B attached hereto (the "TRADEMARKS").

         B. Licensee desires to obtain the right to access and use the Products
and the Trademarks under the terms and conditions of this Agreement.

         C. Licensor and Licensee now desire to enter into this Agreement,
whereby Licensor will grant to Licensee certain rights and licenses in and to
the Products and the Trademarks.


                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the receipt, adequacy and legal sufficiency of
which Licensor and Licensee hereby acknowledge, the parties hereby agree as
follows:


1.   LICENSE GRANT.

          1.1.  LICENSE  GRANT.  Subject  to the  terms and  conditions  of this
     Agreement and Section 4.4,  Licensor hereby grants to Licensee an exclusive
     right and license, under all intellectual property rights applicable to the
     Products and the Trademarks,  to access,  use,  execute,  display,  market,
     sell,  transfer,  distribute  and  sublicense  the  Products and to use the
     Trademarks. Licensor shall, at its expense, upon request from time to time,
     provide the Products on a master CD-ROM to be used for duplication for sale
     by Licensee.

          1.2. RESTRICTIONS. Except as expressly permitted under this Agreement,
     Licensee  shall not,  without the prior  consent of  Licensor,  (a) use the
     Products or Trademarks to violate any law or regulation,  or facilitate the
     violation of any law or regulation, or (b) modify,  decompile,  disassemble
     or reverse engineer the Products.

          1.3. TRANSFER EVENTS. Licensee shall acquire,  subject to Section 3.1,
     a perpetual right and license to access,  use,  execute,  display,  modify,
     market,  sell,  transfer,  distribute,  develop and sublicense the Products
     without  restriction and  notwithstanding  Article 4, either:  (a) upon the

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     bankruptcy  (whether voluntary or involuntary and which shall not have been
     dismissed or a stay obtained within 60 days thereafter) of,  dissolution or
     liquidation  of,  assignment for the benefit of creditors of, or imposition
     of a receiver with respect to,  Licensor,  or (b) in the event  Licensor is
     incapable of providing to Licensee the services required by this Article 1,
     and  such  incapability  continues  for a  period  in  excess  of  60  days
     subsequent to Licensee's  notice to Licensor.  In such event,  Licensor (or
     its  legal  representative(s),   as  applicable)  shall  take  all  actions
     necessary  to enable  Licensee  to  exercise  such right and license in the
     continuation of Licensee's business and operations,  including providing to
     Licensee the source code and object code and all  compiled web  programming
     language  that  underlies  the  Products  and  all  related  documentation.
     Notwithstanding the provisions of Section 1.4 below, Licensee shall acquire
     all right,  title and interest in and to all developments and modifications
     of the Products  undertaken by Licensee subsequent to the occurrence of any
     of the events described in the first sentence of this Section.

          1.4.  OWNERSHIP.  Except as set forth in  Sections  1.3,  1.5 and 1.6,
     Licensor shall retain all right,  title and interest  (including  copyright
     and  other  proprietary  or  intellectual  property  rights)  in and to the
     Products and the Trademarks and any and all derivative works, modifications
     or  enhancements  thereto.  Without in any manner  limiting the  foregoing,
     Licensor  shall  retain all right,  title and interest in and to the source
     code,  development   code/programming  language,   functions  and  features
     developed by Licensor  that are now, or may in the future,  be,  integrated
     into the  Products or may, in the future,  be used to enhance the  Products
     subsequent  to the  Effective  Date or improve the  management of processes
     associated with the Products;  provided, however, in no event will Licensor
     receive any right,  title or interest in any other  software,  as it may be
     modified, which is currently, or may in the future be, owned by or licensed
     by Licensee  from any third  party,  including  Licensee's  Family  Trusted
     Digital ID and Family Trusted Family Protection Edition.

          1.5. LIMITATION ON LICENSOR. Licensor acknowledges and agrees that the
     right and license  granted  pursuant to Section  1.1  constitutes  the only
     licenses with respect to the Products to be granted by Licensor,  except as
     expressly permitted herein.

          1.6.  GRANTS OF  LIMITED  LICENSES.  Notwithstanding  anything  to the
     contrary herein,  Licensor hereby acknowledges and agrees that Licensee may
     grant to its clients and  customers  limited  licenses and  sublicenses  to
     utilize the Products.

          1.7.  SALES  RESTRICTIONS.  Licensee  shall  obtain  the  approval  of
     Licensor to sell the Browser Product for a sales price netting Revenues (as
     defined below) below $10.00 per Browser Product from a retail sale or $3.00
     per Browser Product from a Sponsorship sale. A "SPONSORSHIP" sale is a sale
     where a Product is bundled with another  software or hardware product or is
     otherwise part of a non-retail sales promotion.  If Licensee wishes to sell
     at a price lower than the price set forth in the first  sentence,  Licensee
     may, at its option at any time, sell at such lower price if Licensee timely
     remits the amount of royalty and customer  support  payments to Licensor as
     if the  Licensee  sold at the  prices set forth in the first  sentence.  If
     Licensor's  customer  service  costs are more  significant  than  currently
     expected,  Licensor may  prospectively  increase  these  minimum  prices by

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     reasonable amounts upon 90 days notice to Licensee; provided, however, that
     no such increase  shall affect sales that have occurred or been agreed upon
     prior to the effective date of such increase.

          1.8. ENHANCEMENTS,  MODIFICATIONS AND CUSTOM DEVELOPMENT. From time to
     time,  subsequent to the Effective Date,  Licensee may request Licensor to,
     or Licensor may in its discretion, make enhancements or modifications to or
     perform  custom  development  of one or more of the Products,  and Licensor
     shall make such enhancements,  modifications and changes and undertake such
     development at its expense;  provided,  however, Licensor shall be under no
     obligation to make such  enhancements  or  modifications  or undertake such
     development except if reasonably requested by Licensee to (a) reflect names
     and logos (and  changes  thereto)  chosen by the  Licensee for each Product
     (including  Family  Trusted,  The National Center for Missing and Exploited
     Children,  Good  Housekeeping,  and large  customers),  (b)  reorganize the
     layout or main page or other  pages or  layout  of a  Product  if  Licensee
     reasonably believes change is needed for marketing purposes or ease of use,
     (c) meet  reasonable  marketing  requirements or (d) comply with reasonable
     objections  or requests of The  National  Center for Missing and  Exploited
     Children or large  customers.  Licensee  intends to use the Family  Trusted
     name on the Products where feasible.  Any modifications or changes made, or
     development  undertaken,  by Licensor  shall be made  available to Licensee
     hereunder.

          1.9. SUPPORT. Licensor shall provide customer support for the Products
     at its expense,  subject to the Help Account  provisions in this Agreement.
     The customer  support provided shall be at the level  customarily  provided
     for similar software.

          1.10.PRODUCT PACKAGING AND MARKETING. Product packaging, reproduction,
     manufacturing, marketing and distribution shall be at the expense and under
     the  control of  Licensee.  Licensor  shall,  however,  assist  Licensee as
     reasonably requested.

          1.11.CUSTOMER LISTS.  Notwithstanding anything to the contrary herein,
     all rights to any lists of customers  of any kind  developed as a result of
     any of Licensee's direct or indirect sales or marketing efforts,  including
     customer  support  names  and  information  and such  lists  maintained  by
     Licensor,  shall be and remain  forever the  property  of Licensee  and not
     Licensor  and shall not be used by  Licensor  for any  purpose  without the
     prior consent of Licensee.  This Section 1.11 shall survive  termination of
     this Agreement for any reason.


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2.   REPRESENTATIONS, WARRANTIES AND COVENANTS.

          2.1.  Licensor hereby  represents,  warrants and covenants to Licensee
     that:

          (a) Licensor is the lawful owner,  free of all debts and encumbrances,
     of each of the  assets,  properties  and rights  licensed,  transferred  or
     assigned to Licensee hereunder, including the Products and Trademarks, that
     it has the lawful right to license,  sell and  transfer the same,  and that
     the same are not subject to any lien or encumbrance.

          (b) Licensor is duly authorized to execute and deliver this Agreement,
     to  comply  with its  terms,  and to make  the  transfers  and  assignments
     provided for herein.

          (c) No portion of the Products contains or will contain any protection
     feature designed to prevent its use. This includes, without limitation, any
     computer virus,  worm,  Trojan-horse  routine,  trap door, time bomb or any
     other codes or instructions that may be used to access,  modify,  delete or
     damage Licensee's software, the Products or any user's computer system. The
     Products and portions thereof may, however, contain a disabling device that
     will protect the software from  unauthorized  use, as requested by Licensee
     or as part of the Product's purpose.

          (d)  Licensor  has no  contractual  commitment  which may  prevent  or
     interfere  with  the  performance  of  Licensor's  obligations  under  this
     Agreement.

          (e) Licensor's  development work anticipated to be performed  pursuant
     to this  Agreement  will be  original,  Licensor  (through  its  employees,
     officers and agents) will be the sole author thereof, and Licensor will not
     assign or pledge  any  rights  thereto,  except as  otherwise  provided  or
     permitted in this Agreement.

          (f)  The  Products  and  the  development  work  performed  and  to be
     performed  by  Licensor  pursuant  to this  Agreement  will not contain any
     unlawful, libelous or defamatory matter.

          (g) To the best of Licensor's  knowledge  and belief,  the Products do
     not infringe upon or violate the rights, including patent and copyright, of
     any other person or entity.


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          2.2.  Licensee hereby  represents,  warrants and covenants to Licensor
     that:

          (a) Licensee is a corporation duly organized,  validly existing and in
     good  standing  under the laws of the State of Delaware  and has all powers
     and all  governmental  licenses,  authorizations,  consents  and  approvals
     required  to carry on its  business  as each is now  being  conducted.  The
     Licensee is duly  qualified to do business  and is in good  standing in all
     jurisdictions in which the conduct of its business makes such qualification
     necessary.

          (b) The  execution,  delivery  and  performance  of this  Agreement is
     within the power and  authority of Licensee and has been  authorized by all
     necessary  action,  and  requires  no action by or in respect of, or filing
     with, any governmental authority.

          (c)  Licensee  has no  contractual  commitment  which may  prevent  or
     interfere  with  the  performance  of  Licensor's  obligations  under  this
     Agreement.

3.   ROYALTY AND CUSTOMER SUPPORT PAYMENTS.

          3.1. In exchange for the grant of the license and rights  contemplated
     by this Agreement,  Licensee shall make royalty payments to Licensor of 10%
     of Licensee's gross receipts from the Products (including any modifications
     or  derivatives of the Products  notwithstanding  Section 1.3) net of sales
     taxes,  duties,  refunds,  credit card  transaction  fees, and shipping and
     handling charges separately charged (the "REVENUES").

          3.2.  Licensee shall deposit an amount equal to 5% of Revenues into an
     account (the "HELP ACCOUNT") to be used by Licensor for direct Product help
     and customer  support  expenses  approved by both  parties.  If there is an
     amount  left in the Help  Account  30 days  after the end of each  calendar
     quarter,  excluding  amounts paid into the Help  Account for the  preceding
     month,  then that excess shall be paid to Licensee (which  obligation shall
     survive termination of this Agreement);  provided, however, that this shall
     be computed on a cumulative  basis,  so that if amounts in the Help Account
     have been insufficient to pay for permitted expenses in prior periods, then
     any excess in future Help Account  amounts  shall first be applied for that
     purpose  (either to pay such prior period  bills or to  reimburse  Licensor
     therefor).

          3.3. Royalty and Help Account  payments shall be made monthly,  within
     thirty days from the end of each month. Licensee agrees to provide Licensor
     with  quarterly  reports with respect to the Revenues.  Licensor  agrees to
     provide  Licensee with  quarterly  reports with respect to the Help Account
     and the amounts,  description and purposes of expenses relating thereto and
     the payees.

          3.4.  Licensor shall be entitled to review, or to have its independent
     auditors  review,  no more  frequently  than once in each six month period,
     during normal  business  hours,  with four business  days' advance  notice,
     Licensee's   records  and  information   relating  to  the  calculation  of

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     Licensee's  payment  obligations  hereunder.  If  the  audit  reveals  that
     Licensee has paid Licensor less than the sum to which  Licensor is entitled
     under this  Agreement,  Licensee  shall pay Licensor,  within five business
     days after written notice of such  underpayment,  the additional  sums due.
     The  expenses of such audit  shall be borne by  Licensor  unless such audit
     reveals an underpayment of more than 10%, in which case Licensee shall bear
     the reasonable costs and expenses of the audit in addition to any shortfall
     in payment.

          3.5.  Licensee shall be entitled to review, or to have its independent
     auditors  review,  no more  frequently  than once in each six month period,
     during normal  business  hours,  with four business  days' advance  notice,
     Licensor's records and information relating to calculations relating to the
     Help  Account.  If the audit  reveals that  Licensor has paid Licensee less
     than the sum to which  Licensee is entitled  under this  Agreement from the
     Help Account,  Licensor shall pay Licensee, within five business days after
     written notice of such underpayment,  the additional sums due. The expenses
     of such audit  shall be borne by  Licensee  unless  such  audit  reveals an
     underpayment  of more than  10%,  in which  case  Licensor  shall  bear the
     reasonable  costs and expenses of the audit in addition to any shortfall in
     payment.

          3.6.  Royalties  due to The National  Center for Missing and Exploited
     Children shall be paid by Licensee.

4.   TERM AND TERMINATION.

          4.1. TERM. The term of this Agreement  shall commence on the Effective
     Date and shall  continue  until January 15, 2005 unless  renewed or earlier
     terminated in accordance with the terms of this Article 4.

          4.2.   RENEWALS.   This  Agreement  shall  be  renewed   automatically
     indefinitely for 12-month terms so long as Revenues have been at least: (a)
     $1,500,000  during the initial  term for the first  renewal (b)  $2,500,000
     during  the  preceding  calendar  year  for  the  second  renewal,  and (c)
     $3,500,000 during the preceding calendar year for each renewal  thereafter.
     The  parties  may agree in writing  to renew even if the level of  Revenues
     above for that  renewal  has not been met (the  "RENEWAL  REVENUE  LEVEL").
     Licensee  may,  at its  option at any time,  make  additional  royalty  and
     customer support payments based on greater Revenues than actually received,
     in which case such greater Revenues shall be deemed to have been earned for
     the  purposes of this  Article 4 and  therefore  applied to the  designated
     Renewal Revenue Level.

          4.3.  NON-EXCLUSIVE LICENSE. If the Renewal Revenue Level has not been
     met and this  Agreement is not renewed by the parties,  then this Agreement
     shall be renewed  automatically  indefinitely  for 12-month  terms with the
     exception  that  the  licenses  granted  under  Section  1.1  shall be on a
     non-exclusive   basis  instead  of  an  exclusive  basis,  with  all  other
     provisions of this Agreement  remaining unchanged and in effect except that
     Licensor may in such case also  terminate  this Agreement on the second and
     future  non-exclusive  renewal  dates on 120 days' prior notice if Revenues

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     have not been at least  $1,000,000  during the preceding  calendar year for
     such renewal.  Notwithstanding  anything to the contrary  herein and in the
     event  Licensee  shall license any of the Products or any other products to
     anyone other than Licensee or its assigns,  such Products and products must

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     be  differentiated  visually  and by  name,  logo,  trademark,  supporters,
     marketing  materials,  and look and feel from any Products or products sold
     prior  thereto by  Licensee  and so that there will be no market  confusion
     between them,  provided,  however,  that the  trademarks and logos owned by
     Licensor,  i.e.,  SPIKE,  shall not need to be changed or differentiated by
     Licensor in such case.

          4.4.  TERMINATION  RIGHT.  Licensee  has the right to  terminate  this
     Agreement for any reason at any time on 120 days' prior notice to Licensor.
     On 120 days' prior  written  notice to Licensee,  Licensor has the right to
     terminate this Agreement:  (a) if Licensee shall breach any of the terms or
     provisions  of this  Agreement  and shall not correct or remedy such breach
     within 60 days of notice thereof (which 60-day period may run  concurrently
     with such  120-day  period)  or (b) for any  reason on  January  15,  2006;
     provided, however, that, in the case of Section 4.4(b), Licensee shall have
     the right to renew this  agreement on a  non-exclusive  basis for one year.
     Licensor may also  terminate  this  Agreement at any time if Licensee shall
     fail to remit any of the payments  required  under this  Agreement and such
     failure shall continue for a period of 45 days following  written notice to
     Licensee.

          4.5.  DISPOSITION  OF  INVENTORY.   Notwithstanding  anything  to  the
     contrary  herein  contained,  in the  event  of  any  termination  of  this
     Agreement Licensee shall have the right to sell or otherwise dispose of any
     inventory of any Products during or after any termination of this Agreement
     and to take any actions  necessary to do so. All royalty and other  payment
     obligations  of Licensee under this Agreement to Licensor shall continue to
     apply to any such sales after termination of this Agreement.

          4.6. PROTECTED CHANNELS AND SOURCES.  Notwithstanding  any termination
     of this  Agreement or termination of this  Agreement's  exclusive  basis or
     anything  else  contained  herein,  Licensor and its  officers,  directors,
     employees, assigns and licensees shall not, directly or indirectly,  during
     the  term of this  Agreement  as it may be  renewed  and  for  three  years
     thereafter, sell to or through any non-retail customer that has purchased a
     Product directly or indirectly from Licensee, or sell through any marketing
     or  sales  channel  (including  retailers  and  online  "stores")  that has
     purchased  a Product  from  Licensee  or sold a Product  supplied  to it by
     Licensee,  or seek,  publicize  or use the support of any entity from which
     Licensee has previously  obtained  support for a Product (for example,  The
     National  Center for Missing and  Exploited  Children or Good  Housekeeping
     magazine).  Upon  termination of this Agreement by the Licensee,  and for a
     period of 18 months thereafter,  the Licensee and its officers,  directors,
     employees,   assigns  and  licensees  shall  not,  directly  or  indirectly
     (including  through or by the  National  Center for Missing  and  Exploited
     Children,  with the proviso that the Licensee  cannot restrict the National
     Center  for  Missing  and  Exploited  Children  except  to  the  extent  of
     Licensee's  involvement),  market, sell, promote or distribute any goods or
     products  similar  to,  or which  compete  with,  the  Products,  provided,
     however, that no restriction in this sentence shall apply to Licensee:  (a)
     if the  termination  by  Licensee  is due to  the  inability  of  Licensor,

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     following  reasonable  notice and 60 days  opportunity  to cure, to provide
     Licensee with technologically  state-of-the-art  Products, (b) in the event
     of the bankruptcy  (whether  voluntary or  involuntary  and which shall not
     have been  dismissed  or a stay  obtained  within 60 days  thereafter)  of,
     dissolution or liquidation of,  assignment for the benefit of creditors of,
     or imposition of a receiver with respect to,  Licensor,  or (c) if Licensor
     shall breach any of the terms or provisions of this Agreement and shall not
     correct or remedy such breach within 60 days of notice thereof, (d) if this
     Agreement is terminated by Licensor other than due to a breach by Licensee,
     or (e) if this Agreement is not renewed  automatically  pursuant to Section
     4.2 due to failure to meet a Renewal Revenue Level.

5.   MISCELLANEOUS.

          5.1. GOVERNING LAW AND JURISDICTION; ARBITRATION. This Agreement shall
     be  governed  and  construed  under  the laws of the  State of New  Jersey,
     without  regard to the conflict of laws  principles of such State.  Without
     prejudice to the  exercise of any right to equitable  relief as provided in
     this  Agreement,  any  dispute,  controversy  or  claim  arising  out of or
     concerning  or relating to this  Agreement or its  interpretation,  breach,
     cancellation, performance or non-performance will be settled and determined
     by arbitration  in New Jersey in accordance  with the rules of the American
     Arbitration   Association.   Judgment  upon  any  award   rendered  by  the
     arbitrators  selected in accordance with this Section may be entered in any
     court  having  jurisdiction  thereof.  The  arbitrators  shall award to the
     prevailing  party,  if any, as  determined by the  arbitrators,  all of its
     Costs and Fees. "COSTS AND FEES" means all reasonable pre-award expenses of
     the arbitration,  including the  arbitrators'  fees,  administrative  fees,
     travel  expenses,  out-of-pocket  expenses  such as copying and  telephone,
     court costs,  witness fees, and attorneys' fees. The parties hereby consent
     and submit to the jurisdiction of federal and state courts for the State of
     New Jersey for the purposes of enforcing any award pursuant to this Section
     or any claim for  equitable  relief under this  Agreement  and consent that
     service of all papers in any proceeding  hereunder may be made by certified
     or registered first class mail, return receipt requested.

          5.2. ASSIGNMENT. This Agreement shall bind and inure to the benefit of
     the  parties  and  their  successors,  legal  representatives,   heirs  and
     permitted assigns. Except as permitted by this Agreement, neither party may
     assign or transfer any of its rights or obligations  hereunder  without the
     prior consent of the other party,  which consent shall not be  unreasonably
     withheld or delayed.

          5.3. ENTIRE AGREEMENT.  This Agreement and its exhibits constitute the
     entire agreement  between the parties hereto relating to the subject matter
     hereof and supersede all prior oral and written understandings, discussions
     and  agreements  regarding such subject  matter.  This Agreement may not be
     amended,  modified or cancelled except by a written instrument  executed by
     the parties.

          5.4.  RELATIONSHIP OF THE PARTIES.  The parties hereto are independent
     contractors and not partners,  joint venturers or otherwise  affiliated and
     neither has any right or authority to bind the other in any way.

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          5.5.  NOTICES.  Any  notices  or  other  communications   required  or
     permitted  to be given or  delivered  under this  Agreement  shall,  unless
     otherwise permitted,  be in writing and shall be delivered  personally,  by
     courier  service,  by e-mail,  by facsimile  machine (with  confirmation in
     writing to the  addresses  set forth below) or by  registered  or certified
     mail, return receipt requested, postage pre-paid, as follows:

         If to Licensor:

                  William Bozsnyak, President
                  SEARCHHELP, INC.
                  1055 Stewart Avenue
                  Bethpage, New York 11714
                  Phone: (516) 922-4765
                  Fax:     (516) 624-0638
                  bill@searchhelp.com
                  -------------------

                  Copy to:
                  Noel C. Bonilla
                  17 Northwood Boulevard
                  Central Islip, New York 11722
                  Phone: (631) 348-9549
                  Fax:     (631) 348-1980
                  ncbonilla@aol.com

         If to Licensee:

                  Frank G. Florio, President
                  FAMILY TRUSTED PRODUCTS, LLC
                  59 East Mill Road
                  Long Valley, NJ 07853
                  Phone:   908-876-1276
                  Fax:     908-876-4601
                  frankflorio@familytrusted.com
                  -----------------------------

                  Copy to:
                  Bruce S. Fenton
                  1092 Barrett Circle West
                  Carmel, NY 10512
                  Phone:   845-225-9285
                  Fax:     845-225-5845
                  or
                  45 West 60 Street, apartment 24A
                  New York, NY 10023
                  Phone:   212-541-6654
                  Fax:     212-541-6627
                  brucefenton@familytrusted.com
                  -----------------------------

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     or  to  such  other  address  as  a party may  designate  pursuant  to this
     notice provision. Any notice given shall be deemed to have been received on
     the date on which it is  delivered  personally,  by  courier  service or by
     facsimile,  or, if mailed,  on the fifth business day following the mailing
     thereof.

          5.6.  SEVERABILITY.  Should  any  provision  hereof  for any reason be
     declared invalid or  unenforceable  by final and unappealable  order of any
     court of competent  jurisdiction,  the remaining portions of this Agreement
     shall remain in full force and effect. The waiver of any breach of any term
     or condition of this Agreement shall not be deemed a waiver of any other or
     subsequent breach, whether of like or different nature.

          5.7. COUNTERPARTS; FACSIMILE EXECUTION. This Agreement may be executed
     in  counterparts,  each of which shall  constitute an original,  but all of
     which together shall constitute one and the same instrument.  Execution and
     delivery of this Agreement may be evidenced by facsimile transmission.

          5.8. HEADINGS.  The headings herein have been provided for convenience
     of reference only and shall not affect the meaning or  construction  of any
     provision of this Agreement.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.



LICENSOR                                 LICENSEE

SEARCHHELP, INC.                         FAMILY TRUSTED PRODUCTS, LLC,
   a Delaware corporation                   a Delaware limited liability company

By:                                      By:
    -----------------------------           ------------------------------------
          William Bozsnyak,  CEO                 Frank G. Florio, President



                                            ------------------------------------
                                                    Bruce S. Fenton, Member

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                                    EXHIBIT A

                                       TO

                     SOFTWARE LICENSE AND SERVICES AGREEMENT

                             DESCRIPTION OF PRODUCTS
                             -----------------------


LICENSOR HAS DEVELOPED AND OWNS SOFTWARE


S.P.I.K.E. (SECURE PROTECT IDENTIFY KIDS EVERYWHERE) SOFTWARE PRODUCTS:

SearchHelp software products address varying needs of Internet protection and
monitoring depending upon the age of the child. Younger children will be able to
build their computer usage skills in an "insulated" environment, while older
children will be given the freedom to explore while protected by boundaries
meant to prevent access and exposure to mature content.


SPIKE SOFTWARE/BROWSER

SPIKE Software/Browser reflects the SearchHelp philosophy of helping parents and
families deal with the increasingly complex and threatening aspects of child
Internet usage. This product is meant to address the evolving needs of computer
using children of the youngest age, through that of adult users of shared
computers within the household.

SPIKE was designed to "level the playing field" for parents as it offers many
valuable features to ensure a child's safety online. SPIKE allows parents to
monitor their child's behavior on the Internet and to set security permission
levels for all users, depending upon their age and maturity. Young children surf
the Internet using the secure SPIKE Friendly Browser whereas older children are
monitored and/or blocked from `bad web sites' on major web browsers. SPIKE's
Artificial Intelligence (A.I.) protects children from online predators while
Instant Messaging and it immediately notifies parents of the inappropriate
discussion. Adult users are not monitored on SPIKE and they can lock important
documents on a shared computer.

SPIKE Software can filter, monitor and block four major browsers as well as the
customized Spike browser and the four major instant messaging application
providers.


SPIKE REMOTE SENTRY

SPIKE Remote Sentry addresses the same child computer usage issues and reflects
the reality that families face of needing to monitor their children when the
parent is away from home. This product allows parents to see on their computer
screen, exactly what their child is seeing on their screen. With SPIKE Remote



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Sentry, parents are able to be an active participant in their child's Internet
experience, whether it is from another computer in their home, at their office
or any computer that is online. SPIKE Remote Sentry let's parents stay connected
and it allows them to protect their children. Parents can redirect their child
to another web site, send the child a protective message, shut down their
child's computer or perhaps hide their taskbar or other desktop items. Parents
are also able to view the last 25 web sites visited.





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                                    EXHIBIT B

                                       TO

                     SOFTWARE LICENSE AND SERVICES AGREEMENT



                                   TRADEMARKS
                                   ----------



1.       Spike Alert
         U.S. Serial Number 78232302

2.       Secure Protect Identify Kids Everywhere
         U.S. Serial Number 78232313

3.       Spikesworld
         U.S. Serial Number 78292646

4.       Spike Products
         U.S. Serial Number 78292648

5.       SPIKE
         U.S. Serial Number 78292650

6.       Spike Remote
         U.S. Serial Number 78293809

7.       Spike Remote Sentry
         U.S. Serial Number 78293818





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                              AMENDMENT NUMBER 1 TO


                     SOFTWARE LICENSE AND SERVICES AGREEMENT




         THIS AMENDMENT NUMBER 1 (this "AMENDMENT") to the SOFTWARE LICENSE
AGREEMENT, entered into as of August 11, 2003 between the parties hereto (the
"ORIGINAL AGREEMENT" and, together with this Amendment, the "AGREEMENT"), is
entered into as of December 15, 2003 by and between SearchHelp, Inc., a Delaware
corporation ("LICENSOR"), and Family Trusted Products, LLC, a Delaware limited
liability company ("LICENSEE").

         NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Amendment and the Agreement, the receipt, adequacy and legal
sufficiency of which Licensor and Licensee hereby acknowledge, the parties
hereby agree as follows:

1.   Section 4.1 of the Original  Agreement  is hereby  replaced in its entirety
with the following:

     4.1 TERM. The term of this  Agreement  shall commence on the Effective Date
and shall continue  until July 30, 2005 unless renewed or earlier  terminated in
accordance with the terms of this Article 4.

2.   Section 4.2 of the Original  Agreement  is hereby  replaced in its entirety
with the following:

     4.2 RENEWALS.  This Agreement shall be renewed  automatically  indefinitely
for 12-month terms so long as Revenues have been at least: (a) $1,500,000 during
the initial term for the first renewal,  (b) $2,500,000  during the preceding 12
full  calendar  months  (July  1 - June  30)  for the  second  renewal,  and (c)
$3,500,000  during the preceding 12 full calendar  months (July 1 - June 30) for
each renewal  thereafter.  The parties may agree in writing to renew even if the
level of Revenues above for that renewal has not been met (the "RENEWAL  REVENUE
LEVEL").  Licensee may, at its option at any time, make  additional  royalty and
customer support payments based on greater Revenues than actually  received,  in
which case such  greater  Revenues  shall be deemed to have been  earned for the
purposes  of this  Article 4 and  therefore  applied to the  designated  Renewal
Revenue Level.

3.   Exhibit A of the  Original  Agreement is hereby  amended as follows.  SPIKE
Software can filter,  monitor and block the three major  browsers as well as the
customized  SPIKE  browser and the three  major  instant  messaging  application
providers.

4.   Terms used in this  Amendment and defined in the Original  Agreement  shall
have the meanings set forth in the Original Agreement unless otherwise specified
herein.

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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the above date.






LICENSOR                                    LICENSEE

SEARCHHELP, INC.                            FAMILY TRUSTED PRODUCTS, LLC,
   a Delaware corporation                   a Delaware limited liability company

By:                                            By:
    -----------------------------                  -----------------------------
    Debbie Seaman, President                       Frank G. Florio, President

                                                   -----------------------------
                                                   Bruce S. Fenton, Member





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