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Exhibit 10(b) EXCLUSIVE USE AND DISTRIBUTION AGREEMENT
Between
INTERMARKET VENTURES, INC. & e SMART SYSTEMS, INC. This EXCLUSIVE USE AND DISTRIBUTION AGREEMENT is made as of the 1st day of
September 2000, by and between Intermarket Ventures, Inc., a Utah corporation
and eSmart Systems, Inc., a Nevada corporation, both with offices at 7225
Bermuda Road, Suite C, Las Vegas, Nevada USA 89119 (hereinafter eSSI). W I T N E S S E T H: WHEREAS, eSSI is in the process of signing an Exclusive Use and
Distribution Agreement with a new company expected to be known as e Smart City
Card Co., Ltd. (eSCCC), a corporation of the Peoples Republic of China,
that will assign certain rights to acquire and re-sell, sell, manufacture and
distribute IC Smart Cards and to operate a private network to monitor and keep
track of IC Smart Card transactions throughout the PRC all in connection with
the services under the dominion and control of the Ministry of Construction of
the PRC; and WHEREAS, Intermarket Ventures, Inc (hereinafter IVI) the technology
owner and the one hundred owner of eSSI is desirous of providing a license to
eSSI for the PRC which would grant to eSSI the exclusive right to manufacture,
re-sell, sell, promote and distribute the Super Smart Card in the PRC with the
right to sub-license same on terms and conditions it sees fit not inconsistent
with this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. APPOINTMENT: Subject to the limitations set forth herein, IVI hereby
grants to eSSI the exclusive right to manufacture, market and distribute the
products pursuant to the agreement to be made between eSSI and eSCCC, a copy of
which is attached hereto as Schedule A, and made a part hereof, any
improvements to such products, and any new smart card systems and/or products
developed by IVI or any of its affiliates, subsidiaries or related entities or
any new smart card systems and/or products jointly developed by IVI and any
other party (including eSSI) with whom IVI may develop such products (the
foregoing being referred to herein collectively as the Products) within the
Exclusive Territory (as defined herein below). eSSI shall be entitled to market
and sell the Products under its own name and trademarks and may, at its option,
also market and sell the Products under IVIs trademarks, if any. eSSI shall be
entitled to market and sell the Products for any use, including through any
other division, subsidiary or affiliate of eSSI, in and through all markets and
channels in the PRC where eSSI is granted the exclusive right to provide such
Products by or
through or under the auspices of the PRC Ministry of Construction (the
Exclusive Territory). The Exclusive Territory may expand




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or contract during
the term of this Agreement based on the exclusive contracts assigned to or
owned by IVI. eSSI shall purchase all components required to manufacture the
Products from IVI or IVI designated and/or approved suppliers. IVI shall cause
eSSI to obtain such parts at a price no higher than the lowest price that it
charges to any other customer anywhere in the world. As quality is of paramount
importance any breach of this provision can be declared by IVI as a material
breach. 2. EXTENT OF APPOINTMENT: For the avoidance of doubt, IVI hereby grants eSSI
any and all rights necessary and proper to fulfill its obligations to eSCCC
pursuant to the attached Exhibit A and any amendments they eSSI may agree to
from time to time with written notice to IVI of each and any such amendment. 3. MISCELLANEOUS: 3.1 All notices under this Agreement shall be in writing at the addresses
first above written or at any such address as any party may hereinafter specify
in a written notice to the other. All notices hereunder shall be deemed given
when received by the recipient (if delivered in person) or three days after
being mailed by the sender (if sent by registered mail) unless a copy of said
notice is sent by e-mail to the correct e-mail address of the receiving party,
in which case, notice shall be deemed to have been given the next business day
after the date of transmission. 3.2 This Agreement shall be governed by and construed in accordance with
the laws of New York, without giving effect to conflicts of laws principles
thereof. 3.3 This Agreement shall cancel and supersede all previous agreements and
understandings between the parties relating to any matter covered by this
Agreement. 3.4 The headings used herein are for ease of reference only and are not to
be used in the interpretation or construction of this Agreement. 3.5 The provisions of this Agreement shall not be extended, varied,
changed, modified or supplemented other than by agreement in writing signed by
the parties hereto. There are no other terms or conditions, representations or
understandings except as herein set forth. 3.6 If and to the extent any court of competent jurisdiction shall hold
any provision (or any part thereof) of this Agreement to be invalid or
unenforceable, such holding shall in no way affect the validity of the
remainder of this Agreement. 3.7 The Parties hereto agree that any provision(s) of this Use Agreement
may be changed to comply with the advice of a mutually agreed international tax
planner so as to minimize the possibility of double taxation or unnecessary
taxation provided the intent of each such provision shall remain materially the
same.




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3.8 Except as otherwise provided herein, the failure of a party hereto to
enforce any of the provisions of this Agreement or any rights with respect
thereto or to exercise any election provided for herein, shall in no way be
considered a waiver of such provisions, rights or elections or in any way
affect the validity of this Agreement. No term or provision hereof shall be
deemed waived and no breach excused, unless such waiver or consent shall be in
writing and signed by the party claimed to have so waived or consented. IN WITNESS WHEREOF, each of the parties hereto has cause this Agreement to
be executed on its behalf by its duly authorized representative as the date
first above written. Intermarket Ventures, Inc. By: e Smart Systems, Inc. By: