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                                                                   EXHIBIT 10.24







                                   MAY 13 1999






                         PROTON WORLD INTERNATIONAL S.A.



                                       AND




                            THE PATHWAYS GROUP, INC.





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

                            PROTON LICENSE AGREEMENT

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                                    CONTENTS
CLAUSE                                                                      PAGE

1.  INTERPRETATION.............................................................2

2.  OBJECT OF THE AGREEMENT....................................................6

3.  LICENCES...................................................................7

4.  DELIVERY AND INSTALLATION OF THE LICENSEE SYSTEM..........................11

5.  IMPLEMENTATION OF THE LICENSEE SYSTEM.....................................14

6.  PW SERVICES...............................................................15

7.  INTELLECTUAL PROPERTY RIGHTS..............................................16

8.  OTHER UNDERTAKINGS AND OBLIGATIONS........................................17

9.  FINANCIAL TERMS AND CONDITIONS............................................18

10. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION...........................22

11. MISCELLANEOUS PROVISIONS..................................................25

12. TERM AND TERMINATION......................................................28

13. GOVERNING LAW AND DISPUTE RESOLUTION......................................30


Schedule 1 - Reference Functional Specifications (RFS)

Schedule 2 - User Requirements Document (URD)

Schedule 3 - Detailed Functional Specifications (DFS)

Schedule 4 - Equipment and Third Party Equipment

Schedule 5 - Software and Third Party Software

Schedule 6 - Project Plan

Schedule 7 - Fee Payments Schedule

Schedule 8 - Maintenance and Support Services


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Schedule 9 -  Documentation

Schedule 10 - Local facilities

Schedule 11 - Main terms of Issuing Sub-License

Schedule 12 - Main terms of New Applications Operating Licence

Schedule 13 - Form of Completion Certificate













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This LICENCE AGREEMENT is entered into on May 13, 1999

BETWEEN

1.       PROTON WORLD INTERNATIONAL S.A., a company incorporated under the laws
         of Belgium, with its registered office at 1130 Brussels, Belgium, 10
         Rue du Planeur ("PW"),

AND

2.       The Pathways Group, Inc., an American company incorporated under the
         laws of the state of Delaware, with a registered office at Santa Rosa,
         California CA 95401, USA, 1221 North Dutton Avenue (the "Licensee").

WHEREAS

A.       PW has developed and owns a commercial smart card based technology
         comprising several applications, including the intersector electronic
         purse, the latter known under the name "Proton System".

B.       The Licensee intends to launch an electronic purse program in the
         United States of America including its territories and wishes in this
         respect to issue smart cards and operate a smart card system based on
         the Proton technology.

C.       PW and the Licensee now wish to define, in this Agreement, the terms
         and conditions under which PW shall make the Proton technology
         available to the Licensee.

NOW IT HAS BEEN AGREED AS FOLLOWS:




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1.       INTERPRETATION

1.1      In this Agreement, save as otherwise provided and unless the context
         otherwise requires, the following terms and expressions shall have the
         following meaning:

         "ACCEPTANCE" means the express or implied acceptance of the System by
         the Licensee, and completion of the process set out in Clause 4.3
         Acceptance.

         "AFFILIATE" means any person or entity controlling, controlled by or
         under common control with a party hereto.

         "BASIC ADAPTATIONS" means those basic technical adaptations to be made
         by PW to the Proton System so as to allow it potentially to be used in
         a Licensed Country; the Basic Adaptations include adaptations to the
         currency of a Licensed Country, to local language (based on Latin
         alphabet), local time and date conventions, power supply, nominal
         authorisation, and clearing and settlement interfaces.

         "BASIC DFS" means the first version of the DFS, being an adaptation of
         the RFS taking into account the Basic Adaptations.

         "DETAILED FUNCTIONAL SPECIFICATIONS" or "DFS" means the detailed
         technical and functional specifications to be established jointly by PW
         and the Licensee; the DFS shall be issued in two successive versions,
         being the Basic DFS and the Final DFS, both of which shall, when
         available, be attached as Schedule 3 hereto.

         "DEFECT" means any failure of the Licensee System that would prevent it
         from operating in material conformity with the DFS.

         "DOCUMENTATION" means all specifications, documents, manuals, drawings
         and other material (other than Equipment and Software) that may be made
         available by PW to the Licensee hereunder; the Documentation is
         described in Schedule 9.

         "EQUIPMENT" means the hardware identified in Schedule 4.A, and which is
         to be procured by the Licensee from PW.

         "FINAL DFS" means the DFS adapted on the basis of the detailed
         technical and operational requirements of the Licensee, as those
         requirements are set out in the URD.

         "INTELLECTUAL PROPERTY RIGHTS" means patents, trade marks, service
         marks, registered designs, trade and business names, know-how,
         unregistered trade marks and service marks, copy rights, rights in
         designs, inventions, customer lists, trade secrets, computer programs
         (including the applicable source code), computer data bases and related
         documentation and manuals, rights under licences, consents, orders and
         statutes, and rights of the same or similar nature, in any part of the
         world, and applications for any of these rights.


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         "ISSUING SUB-LICENCE" means a licence granted by the License, in
         accordance with Clauses 3.2 USA ISSUING SUB-LICENCE or 3.4 NEW
         APPLICATIONS ISSUING SUB-LICENCE, to third parties enabling such third
         parties to issue smart cards based on the Proton System.

         "PILOT LAUNCH" means the beginning of the pilot phase of the Licensee
         System (being, at that gage the Proton System adapted on the basis of
         the Basic DFS), such event being deemed to have happened upon
         completion of the first successful transaction by a cardholder using
         the Licensee System.

         "LICENCE" means any licence validly granted to the Licensee hereunder.

         "LICENSEE SYSTEM" means the Proton System as adapted, on the basis of
         the DFS, to the requirements of the Licensee.

         "LICENSED COUNTRY" means any country in respect of which the Licensee
         holds a valid Operating Licence.

         "MoU" means the memorandum of understanding between the parties dated
         May, 6 1999.

         "MICRO-CONTROLLER DISPOSABLE CARD" means disposable cards based on the
         Proton System.

         "NEW APPLICATIONS" means any and all applications other than the Proton
         System, marketed by Proton World (including, but not limited to,
         loyalty programmes, Internet commerce, JAVA API capabilities and access
         control).

         "NEW APPLICATIONS ISSUING SUB-LICENCE" means a licence granted by the
         Licensee, in accordance with Clause 3.4 NEW APPLICATIONS ISSUING
         SUB-LICENCE, to third parties enabling such third parties to issue
         smart cards based on the Proton System and intended for New
         Applications.

         "NEW APPLICATIONS OPERATING LICENCE" means a licence granted to the
         Licensee, in accordance with Clause 3.3 NEW APPLICATIONS OPERATING
         LICENCE, enabling the Licensee to use the Proton System for New
         Applications.

         "NEW RELEASE" means any amendment to the Proton System which is
         determined by PW as constituting a new generation of the Proton System
         or a significant improvement in is performance.

         "NEW SYSTEM" means any change to the Proton System that results, in
         PW's reasonable opinion, in a fundamental change in the nature,
         functionality or applications of the Proton System.

         "PROJECT" means the definition, delivery, installation, testing and
         implementation of the Licensee System.


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         "PROJECT PLAN" means the planning chart setting out the details, timing
         and responsibilities for the Project, as set out in Schedule 6. "PROTON
         SYSTEM" means the Proton commercial electronic stored value payment
         system of PW, whose functionality and specifications are set out in the
         RFS.

         "REFERENCE FUNCTIONAL SPECIFICATIONS" or "RFS" means the functional and
         technical specifications of the Proton System, as set out in Schedule
         1.

         "RELEASE FEE" means the fee payable by the Licensee in consideration
         for a New Release of the Proton System.

         "RESTRICTED COUNTRIES" means the countries to which any global licence
         granted hereunder will not extend, and where the Licensee shall not be
         entitled to use the Licensee System. The Restricted Countries are the
         countries in which PW has granted exclusive licenses to parties other
         than the Licensee.

         "ROLL-OUT LAUNCH" means the wide-scale implementation of the Licensee
         System (being, at that stage, the Proton System adapted on the basis of
         the Final DFS), such event being deemed to have happened as soon as
         1,000 terminals and 15,000 cards are in use in connection with the
         Licensee System.

         "SECURITY MODULE" means hardware and software relating to the security
         of the Proton System and the Licensee System, comprising a Chip Card
         Security Module (CSM), Secure Application Module (SAM) or Host Security
         Module (HSM) and the related Analysis and Design Documentation (ADD).

         "SOFTWARE" means the computer programmes listed in Schedule 5A, the use
         of which is useful or necessary in connection with the Licensee System,
         and which shall be procured by the Licensee from PW.

         "THIRD PARTY EQUIPMENT" means the hardware listed in Schedule 4 B, the
         use of which is useful or necessary in connection with the Licensee
         System, and which shall be procured by the Licensee from third parties.

         "THIRD PARTY SOFTWARE" means the computer programmes listed in Schedule
         5 B, the use of which is useful or necessary in connection with the
         Licensee System, and which shall be procured by the Licensee from third
         parties.

         "UPGRADES" means any minor amendment to the Proton System that
         constitutes an improvement of its performance but does not amount to a
         New Release.

         "USER REQUIREMENTS DOCUMENT", or "URD" means the document setting out
         the specific functional and operational requirements and constraints of
         the Licensee, and which will be taken into account in the development
         of the Licensee System; the URD will, when established, be attached as
         Schedule 2 hereto.


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         "WARRANTY PERIOD" means a period of 6 months from Acceptance.

1.2      In addition, in this Agreement:

         "BUSINESS DAY" means any day other than a Saturday, a Sunday or a
         Belgian public holiday; or a public holiday in the United States of
         America, including the states of California and Washington.

         "CONTROL" shall, in respect of a legal entity, mean the ability, de
         facto or de jure, to exercise a decisive influence on the appointment
         of a majority of its directors or on its management; and

         any references to the "ISSUE OF SMART CARDS" shall be deemed to refer
         also to the enabling and activation of New Applications on existing
         Proton-compatible smart cards.






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2.       OBJECT OF THE AGREEMENT

2.1      Subject to the terms and conditions of this Agreement, PW agrees to (a)
         grant to the Licensee certain rights to use its technology, pursuant to
         the licences referred to in Clause 3., (b) provide Equipment and
         Software to the Licensee, and (c) provide certain services to the
         Licensee in relation to the foregoing.

2.2      Such rights, products and services are provided by PW so that die
         Licensee System may be used by the Licensee in an electronic purse
         programme. The delivery, installation, testing and launch of such
         programme shall be made in accordance with the Project Plan and with
         the provisions of Clause 4.

2.3      In consideration for the rights, products and services granted and
         provided by PW, the Licensee shall pay the fees and expenses set out in
         Clause 8.





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3.       LICENCES

3.1      USA OPERATING LICENCE

3.1.1    GRANT OF USA OPERATING LICENCE

         PW hereby grants to the Licensee a non-exclusive, non-transferable
         Licence to use the Licensee System in the United States of America
         including its territories, subject to the terms and conditions set out
         in Clause 3.1.2 TERMS AND CONDITIONS OF USA OPERATING LICENCE.

3.1.2    TERMS AND CONDITIONS OF USA OPERATING LICENCE

         (a)      FUNCTIONAL SCOPE. The USA Operating Licence entitles the
                  Licensee to use the Licensee System in connection with the
                  Proton System, to the exclusion of any other New Applications.

         (b)      CARD ISSUANCE. The USA Operating Licence also entitles the
                  Licensee to either (i) issue smart cards that are compatible
                  with the Licensee System and are intended for electronic purse
                  applications, or (ii) to grant to third parties the right to
                  issue such smart cards pursuant to the terms of an Issuing
                  Sub-Licence entered into in accordance with Clause 3.2 USA
                  ISSUING SUB-LICENCE or, as the case may be, Clause 3.4 NEW
                  APPLICATIONS ISSUING SUB-LICENCE., 3.5 ADDITIONAL OPERATING
                  LICENCES or 3.6.3 The Global Licence shall also entitle the
                  Licensee to grant Issuing Sub-Licences in respect of all
                  countries except the Restricted Countries. Such additional
                  Issuing SubLicences shall (a) be governed by the terms of an
                  Issuing Sub-Licence agreement to be entered into between the
                  Licensee and the relevant third party, and (b) each give rise
                  to payments of the fees determined, mutatis mutandis as set
                  out in Clause 9.1.4 USA ISSUING SUB-LICENCE FEE. Each Issuing
                  SubLicence shall be consistent with the requirements set out
                  in Schedule 11, and shall be reviewed and approved by PW prior
                  to its execution.

         (c)      GEOGRAPHICAL SCOPE. The Licensee shall be entitled to use the
                  Licensee System only in the United States of America including
                  its territories, and the Licensee may not use, develop, sell
                  or operate the Licensee System or any products or services
                  based thereon in any other country.

         (d)      NO EXCLUSIVITY. The USA Operating Licence is granted to the
                  Licensee on a non-exclusive basis and shall not prevent third
                  parties to (or prevent PW to allow third parties to) use,
                  develop, sell or operate products or services based on the
                  Proton System in the USA including its territories.

         (e)      USE AND ACCESS. The Licensee shall, pursuant to the USA
                  Operating Licensee, be entitled to:


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                  (i)      receive and use, for its own purposes, the RFS and
                           Final DFS in respect of the Licensee System;

                  (ii)     receive and use the application-related object code
                           software for the central host platform of the
                           Licensee System;

                  (iii)    use and operate the Licensee System on a single
                           platform, to the exclusion of any other platform; the
                           Licensee may make back-up copies of the Licensee
                           System and may operate the Licensee System on a
                           redundant system utilising mirroring techniques,
                           solely in the event of a failure of the primary
                           system, but may not make copies that run on platforms
                           other than the aforementioned single platform.

                  (iv)     purchase smart cards from third party vendors that
                           have been licensed and certified by PW;

                  (v)      purchase terminals from third party vendors that have
                           been licensed and certified by PW;

                  (vi)     purchase security devices (HSM for the central host
                           platform and CSM for the terminals) from PW; and

                  (vii)    procure related services, such as card
                           personalisation, from third party vendors that have
                           been licensed and certified by PW.

         (f)      IMPROVEMENTS. The Licensee shall, under the USA Operating
                  Licence, be entitled to receive technological improvements of
                  the System, subject to the following:

                  (i)      Upgrades shall be provided by PW to the Licensee free
                           of charge, PROVIDED THAT all services provided by PW
                           for the installation, implementation and training in
                           respect of any Upgrade shall be paid for by the
                           Licensee on the basis set out in Clause 9.2.3 OTHER
                           SERVICES;

                  (ii)     New Releases shall be provided against payment of the
                           Release Fee and, as the case may be fees and expenses
                           of related services, calculated in accordance with
                           Clause 9.2.3 OTHER SERVICES;

                  (iii)    New Systems shall not be available under the USA
                           Operating Licence, but may be provided to the
                           Licensee pursuant to a separate licence, the terms of
                           which shall be negotiated in good faith on a
                           case-by-case basis.

3.2      USA ISSUING SUB-LICENCE

3.2.1    The Licensee shall have the option, exercisable by written notice to
         PW, to grant to third parties the right to issue smart cards compatible
         with the Licensee System and intended for


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         electronic purse applications. For the purposes of this Agreement, any
         references to the "issue of smart cards" shall be deemed to refer also
         to the enabling and activation of new applications on existing
         Proton-compatible smart cards

3.2.2    The grant of each such right to third parties shall (a) be governed by
         the terms of an Issuing Sub-Licence agreement to be entered into
         between the Licensee and the relevant third party, and (b) in each case
         give rise to payments of the fees referred to in Clause 9.1.4 USA
         ISSUING SUB-LICENCE FEE. Each Issuing Sub-Licence shall be consistent
         with the requirements set out in Schedule 11, and shall be reviewed and
         approved by PW prior to its execution.

3.2.3    A third party is considered as a Sub-Licensee in case at least one of
         the following conditions has been met:

                  (i)      the third party maintains and uses its own
                           pre-personalisation key

                  (ii)     the third party uses a specific issuer id

                  (iii)    the third party manages its own float account

                  (iv)     the third party is liable for any financial risk
                           associated to card usage by the card holders.

3.3      NEW APPLICATIONS OPERATING LICENCE

         The Licensee shall have the option, exercisable by written notice to
         PW, to purchase from PW the right to use the Licensee System in the USA
         including its territories in connection with New Applications. Such
         right shall be conditional upon agreement on the terms and conditions
         of a New Applications Operating Licence agreement, substantially in the
         form of Schedule 12 hereto.

3.4      NEW APPLICATIONS ISSUING SUB-LICENCE

3.4.1    In the event that the Licensee holds a valid New Applications Operating
         Licence, it shall have the right either to issue smart cards or to
         grant to third parties the right to issue smart cards intended for use
         in connection with New Applications.

3.4.2    The grant of each such right to third parties shall (a) be governed by
         the terms of a New Applications Issuing Sub-Licence agreement to be
         entered into between the Licensee and the relevant third party, and (b)
         in each case give rise to payments of the fees referred to in Clause
         9.1.5 NEW APPLICATIONS LICENSE FEES AND NEW APPLICATIONS ISSUING
         SUB-LICENCE. Each Issuing Sub-Licence shall be consistent with the
         requirements set out in Schedule 11, and shall be reviewed and approved
         by PW prior to its execution.

3.5      ADDITIONAL OPERATING LICENCES


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         The Licensee shall have the option, exercisable by written notice to
         PW, to acquire additional operating licences (the "ADDITIONAL OPERATING
         LICENCES") in respect of one or more additional countries, which are
         not Restricted Countries. Each of the Additional Operating Licences
         shall be governed mutatis mutandis by the provisions of Clause 3.1 USA
         OPERATING LICENCE above, and shall be subject to payment of an
         Additional Operating Licence Fee as set out in Clause

         9.1.6  ADDITIONAL OPERATING LICENCE FEES.

         Clauses 3.2 USA ISSUING SUB-LICENCE, 3.3 NEW APPLICATIONS OPERATING
         LICENCE and 3.4 NEW APPLICATIONS ISSUING SUB-LICENCE shall apply
         MUTATIS MUTANDIS in respect of each country other than the USA
         including its territories for which an Additional Operating Licence is
         validly granted.

3.6      GLOBAL LICENCE

3.6.1    The Licensee shall have the option, exercisable by written notice to
         PW, to purchase from PW an extension of the geographical scope of the
         USA Operating Licence from a national basis to a global basis (the
         "GLOBAL LICENCE"), PROVIDED HOWEVER THAT the Global Licence shall not
         extend to any of the Restricted Countries. Such Global Licence shall be
         governed mutatis mutandis by Clause 3.1.2 TERMS AND CONDITIONS OF USA
         OPERATING LICENCE (but for sub-paragraph (c) GEOGRAPHICAL SCOPE. The
         Licensee shall be entitled to use the Licensee System only in the
         United States of America including its territories, and the Licensee
         may not use, develop, sell or operate the Licensee System or any
         products or services based thereon in any other country thereof), and
         shall save in the circumstances referred to in Clause 3.6.2 A Global
         Licence shall be deemed granted to the Licensee in the event that the
         Licensee shall have acquired, in addition to the USA Operating Licence,
         four (4) Additional Operating Licences and shall have paid all relevant
         fees in respect thereof, be subject to payment of the fees set out in
         Clause 9.1.7 GLOBAL LICENCE.

3.6.2    A Global Licence shall be deemed granted to the Licensee in the event
         that the Licensee shall have acquired, in addition to the USA Operating
         Licence, four (4) Additional Operating Licences and shall have paid all
         relevant fees in respect thereof.

3.6.3    The Global Licence shall also entitle the Licensee to grant Issuing
         Sub-Licences in respect of all countries except the Restricted
         Countries. Such additional Issuing SubLicences shall (a) be governed by
         the terms of an Issuing Sub-Licence agreement to be entered into
         between the Licensee and the relevant third party, and (b) each give
         rise to payments of the fees determined, mutatis mutandis as set out in
         Clause 9.1.4 USA ISSUING SUB-LICENCE FEE. Each Issuing Sub-Licence
         shall be consistent with the requirements set out in Schedule 11, and
         shall be reviewed and approved by PW prior to its execution.


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4.       DELIVERY AND INSTALLATION OF THE LICENSEE SYSTEM

4.1      CO-OPERATION IN RELATION TO DELIVERY AND INSTALLATION

4.1.1    CO-OPERATION

         The parties agree to co-operate in good faith and to provide each other
         with all support and assistance as may be required with a view to
         completing the Project in accordance with the provisions of the Project
         Plan.

4.1.2    PROJECT COMMITTEE

         The parties shall forthwith upon execution of this Agreement establish
         a committee (the "PROJECT COMMITTEE") comprised of one project manager
         per party, each assigned with one (a more assistant as appropriate. The
         initial project managers shall be Mr. Ludo Janssens for PW and Mr. Eli
         Rosner for the Licensee.

         The Project Committee shall have general responsibility for the
         supervision and monitoring of the Project, and in particular for
         assessing conformity of the progress of the Project with the Project
         Plan.

         If any party reasonably believes that the Project Manager appointed by
         the other party is not able to successfully lead that other party's
         efforts to comply with the Project Plan, the party may request the
         replacement of such Project Manager.

4.1.3    FACILITIES

         The Licensee hereby undertakes to make available to PW at no cost all
         such equipment and facilities as may be reasonably required by PW for
         the purposes of performing its obligations under this Agreement. The
         Licensee undertakes in particular (a) to make available to the PW
         Project Manager and any other PW representatives that may be providing
         services on the Licensee's premises suitable office space equipped with
         office automation and telecommunications equipment as described in
         Schedule 10, (b) make available to PW all facilities and equipment
         required for the purposes of installing, operating and testing the
         Licensee Equipment during the Project, and (c) install at its premises,
         at its costs and expenses, all other equipment referred to in Schedule
         10, including an X.25 connection with PW or a connection with equal or
         better security, approved by both parties.

4.2      DELIVERY AND INSTALLATION

         The delivery and installation of the Licensee System shall be effected
         in accordance with the provisions of the Project Plan.


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4.3      ACCEPTANCE

4.3.1    COMPLETION CERTIFICATE

         Upon completion, to PW's satisfaction, of the installation process as
         described in the Project Plan, PW shall perform a test (the "COMPLIANCE
         TEST") for the purpose of verifying that the Licensee System, and any
         related Equipment and Software, conforms the Final DFS in all material
         respects. If the Compliance Test reveals any Defects, PW shall use all
         best endeavours to remedy such Defects as soon as possible; if the
         Compliance Test is satisfactory, PW shall confirm the complete and
         satisfactory installation of the Licensee System by written notice to
         the Licensee (the "COMPLETION CERTIFICATE"), substantially in the form
         of Schedule 13 hereto.

4.3.2    OPERATING TESTS

         After issuance of the Completion Certificate, the Licensee may during a
         period of 30 calendar days (the "OPERATING TEST PERIOD") perform all
         such tests as it shall deem appropriate for the purposes of assessing
         compliance of the Licensee Equipment with the Final DFS under real
         operating conditions. Within 10 Business Days from the end of the
         Operating Test Period, the Licensee shall either (a) notify PW in
         writing of the existence of a Defect, in which case PW shall use all
         best endeavours to remedy such defects and, when resolved, shall issue
         a new Completion Certificate, or (b) express its full and final
         Acceptance of the Licensee System by returning to PW a copy of the
         Completion Certificate, countersigned by the Licensee.

         Irrevocable and unconditional Acceptance shall be deemed to have
         occurred, and the Licensee System shall be deemed accepted without
         qualifications or reservations, on the date that is 10 Business Days
         after the end of the Operating Test Period, unless the Licensee has,
         prior to such date, notified PW in writing of the existence of a
         Defect.

4.4      SHIPMENTS AND PHYSICAL DELIVERIES

4.4.1    SHIPMENTS

         In the event that any components of the Proton System, the Licensee
         System or the Equipment are to be delivered to the Licensee in the
         United States of America including its territories, such delivery shall
         be effected by a carrier (the "Carrier") jointly chosen by the parties.

4.4.2    COST OF DELIVERIES

         The costs and expenses of any such shipments shall be borne as follows:

         (a)      PW shall bear the cost of shipment of any training materials
                  and documentation referred to in Schedule 9, and of any
                  Software Updates;


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         (b)      The Licensee shall bear the cost of shipment of any other
                  items to be delivered pursuant to this Agreement.

4.4.3    TRANSFER OF RISKS

         The Licensee shall be solely liable for any loss or damage to any
         components of the Proton System, the Licensee System or the Equipment
         as from their delivery by PW to the Carrier.








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5.       IMPLEMENTATION OF THE LICENSEE SYSTEM

5.1      LAUNCH

         The Licensee shall use all best efforts to ensure that (a) the Pilot
         Launch of the licensee System occurs within 12 months of the execution
         of this Agreement, and (b) the Roll-Out Launch of the Licensee System
         occurs within 12 months of the occurrence of the Pilot Launch.

5.2      PROMOTION

         The licensee shall use all best efforts to market, promote and
         establish the Proton System (as implemented in the Licensee System) as
         a leading electronic purse system in the retail banking,
         telecommunications, transportation, EBT and prepaid medical sector in
         the United States of America including its territories.









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6.       PW SERVICES

6.1      MAINTENANCE SERVICES

         PW shall, upon request from the Licensee, provide maintenance services,
         as described in Schedule 8, part A. In consideration for the provision
         of maintenance services, the Licensee shall pay the fees and expenses
         set out in Clause 9.2.1 MAINTENANCE.

6.2      SUPPORT SERVICES

         PW shall, upon request from the Licensee, provide support services, as
         described in Schedule 8, part B. In consideration for the provision of
         support services, the Licensee shall pay the fees and expenses set out
         in Clause 9.2.2 SUPPORT.

6.3      OTHER SERVICES

         PW may if so requested by the Licensee provide services other than
         those referred to in Clauses 6.1 MAINTENANCE SERVICES

         PW shall, upon request from the Licensee, provide maintenance services,
         as described in Schedule 8, part A. In consideration for the provision
         of maintenance services, the Licensee shall pay the fees and expenses
         set out in Clause 9.2.1 MAINTENANCE.

         6.2 SUPPORT SERVICES and 6.1 MAINTENANCE SERVICES above, against
         payment of the fees and expenses set out in Clause 9.2.3 OTHER
         SERVICES.





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7.       INTELLECTUAL PROPERTY RIGHTS

7.1      OWNERSHIP OF SYSTEM AND RELATED MATERIALS

         The Proton System, and any and all elements thereof included in the
         Licensee System, as well as any other information, documentation,
         software or other material in whatever form provided or made available
         by PW to the Licensee hereunder shall remain the sole ownership of PW.
         Any and all Intellectual Property Rights in respect of the foregoing
         shall remain the sole ownership of PW. The Licensee shall acquire no
         rights in respect of the foregoing other than as expressly provided in
         this Agreement.

7.2      USE OF SYSTEM

         The licensee shall only use the Licensee System in the manner and for
         the purposes provided in this Agreement, and shall not reproduce any
         part of the Licensee System otherwise than as expressly provided in
         this Agreement. The Licensee shall not use the Licensee System in
         conjunction with any hardware or software other than those expressly
         approved by PW, which approval will not be unreasonably withheld.

7.3      VIOLATIONS

         The Licensee shall notify PW immediately if it becomes aware of any
         unauthorised use of the Licensee System or any part thereof or any of
         the Intellectual property Rights relating thereto, and shall assist PW,
         at PW's expense, in taking all steps to defend and protect PW's rights
         therein.

7.4      IMPROVEMENTS

         In the event that the Licensee would make improvements or additions to
         the Proton System, the Licensee shall grant to PW a non-exclusive,
         non-transferable, royalty-free licence in respect of such improvements
         or additions, such licence being valid for the duration of this
         Agreement.





                                      -16-
<PAGE>

8.       OTHER UNDERTAKINGS AND OBLIGATIONS

8.1      OBLIGATIONS AND UNDERTAKINGS OF THE LICENSEE

8.1.1    EXISTING EXCLUSIVITIES

         The Licensee declares that it is aware that rights to use the Proton
         System have been granted to third parties on an exclusive basis in the
         Restricted Countries, and undertakes to refrain from using or
         authorising the use of the Licensee System in any of the Restricted
         Countries. The Licensee also acknowledges and accepts that certain
         third parties have been granted non-exclusive rights to use the Proton
         System on a global basis.

8.1.2    ACCESS TO INFORMATION

         The Licensee undertakes to provide upon first demand by PW any
         information which PW may reasonably require for the purposes of
         assessing the due compliance by the Licensee with its obligations
         hereunder and of determining the amounts payable by the Licensee
         pursuant to Clause 9. Financial terms and conditions. The Licensee
         shall, if so requested by PW, allow an independent auditor to audit all
         relevant financial and accounting data, including the amounts of stored
         value cards acquired from third parties. The Licensee shall fully
         cooperate with such auditor and make available to it all books, records
         and other information as may be relevant for the purposes of the audit.
         The conclusion of the audit shall be binding on the parties, and any
         adjustment to the fees payable arising from the audit shall be paid
         forthwith. The costs and expenses of the audit shall be shared equally
         between the parties, unless the results of the audit reveal a
         discrepancy of 5 % or more with data previously supplied by the
         Licensee, in which case the costs and expenses of the audit shall be
         borne in full by the Licensee.

8.1.3    TECHNICAL OBLIGATIONS

         The Licensee shall adhere to the Minimal Security Requirements set
         forth in Schedule 14.

8.1.4    INSURANCE

         The Licensee shall take out and maintain, with an insurance company of
         prime repute, adequate coverage against any and all risks relating to
         (a) the operation of the Licensee System and (b) the shipment and
         delivery of components of the Licensee System, the equipment or the
         Software. In respect of the latter risks, the Licensee shall procure
         that PW be named in the relevant policies as a named insured party, and
         that both PW and the Licensee be named as loss payees.


                                      -17-
<PAGE>

9.       FINANCIAL TERMS AND CONDITIONS

9.1      LICENCE FEES

9.1.1    INITIAL LICENCE FEES

         FEE ADVANCE. PW hereby acknowledges receipt of a fee advance (the "FEE
         ADVANCE") in the amount of USD 30,000 paid by the Licensee pursuant to
         the MoU on account of the USA Operating Licence Fee.

9.1.2    USA OPERATING LICENCE FEE

         In consideration for the Country Operating Licence, the Licensee shall
         pay a fee (the "USA OPERATING LICENCE FEE") in an amount equal to USD
         955,000 less the Fee Advance, corresponding to a card volume of up to
         2,500,000 cards. The Licensee will give 90 days advance notice of an
         anticipated increase in card volume, which will result in an additional
         fee due in accordance with the schedule set forth below:

             First additional 2,500,000 cards: additional fee of USD 540,000
             Next additional 5,000,000 cards: additional fee of USD 460,000
             Next additional 90,000,000 cards: additional fee of USD 1,500,000
             Additional cards over 100,000,000: additional fee of USD 6,500,000

         The USD 1,000,000 Operating License Fee is to be paid as follows:
             30% within 30 days after signature of the License Agreement
             (less the Fee Advance).
             30% within 30 days after the Pilot Launch.
             20% within 30 days after the Roll-out Launch.
             The remaining 20% at Acceptance of the Roll-out Launch.

9.1.3    FEES PER CARD

         (a)      NDC FEE. The Licensee shall pay a fee per card in respect of
                  all nondisposable cards (the "NDC FEE") based on the Proton
                  System which are issued either by the Licensee or by third
                  parties pursuant to an Issuing SubLicence and procured by the
                  Licensee from sources other than PW but certified by PW. The
                  amount of the NDC Fee shall be based on the number of cards so
                  issued, as follows:

                  (i)      From 0 to 3,000,000 cards: USD 0.33 per card;

                  (ii)     From 3,000,001 to 10,000,000 cards: USD 0.30 per
                           card;

                  (iii)    From 10,000,001 to 15,000,000 cards: USD 0.27 per
                           card; and

                  (iv)     Above 15,000,001 cards: USD 0.25 per card.


                                      -18-
<PAGE>

         (b)      MCDC FEE. The Licensee shall, in respect of Micro Controller
                  Disposable Cards based on the Proton System which are issued
                  pursuant to a Issuing Sub Licence and procured by the Licensee
                  from sources other than PW but certified by PW, pay a fee (the
                  "MCDC FEE") per card in the amount of USD 0.10.

         (c)      For the avoidance of doubt, in the event that the Licensee
                  would agree with a Sub-Issuer on fees per card higher than
                  those set out above, PW shall only be entitled to the NDC Fees
                  set out above, and the positive difference between such
                  minimum fees and the fees actually collected shall remain with
                  the licensee.

9.1.4    USA ISSUING SUB-LICENCE FEE

         In consideration for the right to grant USA Issuing Sub-Licences, the
         Licensee shall, in addition to the fees referred to in Clause 9.1.3
         FEES PER CARD pay a fee (the "USA ISSUING SUB-LICENCE FEE") equal to

         (a)      1,500,000 USD for each Issuing Sub-Licence granted to a
                  Co-Issuer with 6,000,000 or more accounts or customers;

         (b)      1,250,000 USD for each Issuing Sub-Licence granted to a
                  Co-Issuer with 4,000,000 or more but less than 6,000,000
                  accounts or customers;

         (c)      1,000,000 USD for each Issuing Sub-Licence granted to a
                  Co-Issuer with 3,000,000 or more but less than 4,000,000
                  accounts or customers;

         (d)      750,000 USD for each Issuing Sub-Licence granted to a
                  Co-Issuer with 2,000,000 or more but less than 3,000,000
                  accounts or customers; and

         (e)      500,000 USD for each Issuing Sub-Licence granted to a
                  Co-Issuer with less than 2,000,000 accounts or customers.

9.1.5    NEW APPLICATIONS LICENSE FEES AND NEW APPLICATIONS ISSUING SUB-LICENCE
         FEES

         The fees payable in respect of any New Applications Licenses and/or New
         Applications Issuing Sub-Licenses shall be determined on a case-by-case
         basis by mutual agreement between PW and the Licensee.

9.1.6    ADDITIONAL OPERATING LICENCE FEES

         In consideration for each Additional Operating Licence, the Licensee
         shall pay a fee (the "ADDITIONAL OPERATING LICENCE FEE") in the amount
         of USD 2,000,000.


                                      -19-
<PAGE>

9.1.7    GLOBAL LICENCE FEES

         (a)      GLOBAL LICENCE FEE. The extension of the geographical scope of
                  the operating Licence in the manner provided in Clause 3.6
                  GLOBAL LICENCE, shall be subject to payment of a fee (the
                  "GLOBAL LICENCE FEE") in an amount equal to (a) USD
                  10,000,000, less (b) the amount of the USA Operating Licence
                  Fee and of any Additional Operating Licence Fees.

         (b)      NDC FEES. In the event that the Licensee acquires a Global
                  Licence (whether pursuant to Clause 3 A.1 The Licensee shall
                  have the option, exercisable by written notice to PW, to
                  purchase from PW an extension of the geographical scope of the
                  USA Operating Licence from a national basis to a global basis
                  (the "GLOBAL LICENCE"), PROVIDED HOWEVER THAT the Global
                  Licence shall not extend to any of the Restricted Countries or
                  to Clause 3.6.2 A Global Licence shall be deemed granted to
                  the Licensee in the event that the Licensee shall have
                  acquired, in addition to the USA Operating Licence, four (4)
                  Additional Operating Licences and shall have paid all relevant
                  fees in respect thereof., the amount of the NDC Fees payable
                  to PW shall automatically be reduced to USD 0.25 per card.

         (c)      MCDC FEES. The MCDC Fees as set out in Clause (b) MCDC FEE
                  shall not be amended as a result of the Licensee acquiring a
                  Global Licence.

9.2      SERVICES

9.2.1    MAINTENANCE

         In consideration for the card fee as set out in Clause 9.1.3, the
         Licensee will automatically receive all Upgrades of the Reference
         Functional Specifications.

         Subject to the execution of a separate Maintenance Contract between the
         parties, prior to the expiration of the Warranty Period, PW shall
         provide Maintenance Services to the Licensee as described in Schedule
         8B. The annual maintenance fee for such services shall be fifteen
         percent (15 %) of the total Operating License Fee and shall be payable,
         annually and anticipatively, commencing at the end of the Warranty
         Period, or as mutually agreed in writing by the parties. The
         maintenance fees under the maintenance contract may be revised after
         three (3) years upon mutual agreement of the parties.

9.2.2    SUPPORT

         In consideration for support services to be provided by PW pursuant to
         Clause 6.2 SUPPORT SERVICES, the Licensee shall pay (a) fees equal to
         1,400 USD multiplied by the relevant number of man-days, and (b) all
         reasonable costs and expenses incurred by PW in the provision of such
         support services, including but not limited to fees of sub-contractors
         or third party suppliers of PW and out-of-pocket expenses such as
         travel and accommodation, which may be incurred by PW or its
         representatives in the provision of such services.


                                      -20-
<PAGE>

9.2.3    OTHER SERVICES

         In consideration for any services (including installation services) in
         addition to the maintenance services and the support services, the
         Licensee shall pay PW (a) fees equal to (i) 1,400 USD multiplied by the
         number of man-days, if the services are provided within 12 months from
         the date hereof and (ii) such other amount per man-days as PW shall
         reasonably determine, if the services are provided thereafter, and (b)
         all reasonable costs including as die case may be fees of
         sub-contractors or third-party suppliers of PW) and out-of pocket
         expenses such as travel and accommodation which may be incurred by PW
         or its representatives in connection with the provision of such
         services.

9.2.4    FREE SERVICES

         Notwithstanding the above, the first 10 man days of service provided by
         PW pursuant to this Agreement shall be provided free of charge.

9.3      PAYMENTS

9.3.1    INVOICES. All amounts payable to PW shall be invoiced by PW at the
         relevant time, as specified in the payments schedule set out in
         Schedule 7.

9.3.2    PAYMENTS. All invoices issued by PW shall be paid within 30 days from
         the date of their issuance, by wire transfer to the account specified
         on the invoice.

9.3.3    LATE PAYMENT INTEREST. Any amounts unpaid on their relevant due date
         shall bear interest as of right and without notice at a rate of 10% per
         annum from the due date until the effective date of full payment.

9.3.4    TAXES. All payments to be made by the Licensee hereunder shall be made
         free and clear of and without deduction on account of tax unless such
         deduction shall be required by applicable law, in which case the sum
         payable by the Licensee shall be increased to the extent necessary to
         ensure that after the making of the required deduction, PW receives and
         retains a net sum equal to the sum which it would have received and
         retained had no such deduction been required.


                                      -21-
<PAGE>

10.      REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

10.1     REPRESENTATIONS AND WARRANTIES BY PW

10.1.1   REPRESENTATIONS AND WARRANTIES

         PW represents and warrants to the Licensee as follows:

         (a)      GOOD STANDING; NO VIOLATION. PW is a SOCIETE ANONYME duly
                  incorporated and in existence under the laws of Belgium. The
                  entry by PW into this Agreement shall not result in any breach
                  of any law, regulation or contract by which PAW is bound.

         (b)      OWNERSHIP. PW owns or is otherwise entitled to license the
                  Licensee System to the Licensee in the manner set out in this
                  Agreement. To the best of PW's knowledge, the use of the
                  Licensee System by the Licensee shall, provided that the
                  Licensee complies with all its obligations hereunder, not
                  infringe the Intellectual Property Rights of any third
                  parties.

         (c)      CONFORMITY TO SPECIFICATIONS. On the date hereof, the Proton
                  System is conform in all material respects to the
                  specifications and functionality set out in the RFS, and the
                  Licensee System is conform in all material respects to the
                  specifications and functionality set out in the DFS.

         (d)      OPERATION. The Licensee System will operate in material
                  conformity to the DFS.

10.1.2   THE LICENSEE'S REMEDIES

         The Licensee's remedies for any breach of the warranties set out in
         Clause 10.1.1 REPRESENTATIONS AND WARRANTIES shall be subject to the
         following terms and conditions:

         (a)      IN RESPECT OF THE WARRANTY SET OUT IN CLAUSE (B) OWNERSHIP. PW
                  owns or is otherwise entitled to license the Licensee System
                  to the Licensee in the manner set out in this Agreement. To
                  the best of PW's knowledge, the use of the Licensee System by
                  the Licensee shall, provided that the Licensee complies with
                  all its obligations hereunder, not infringe the Intellectual
                  Property Rights of any third parties (ownership), the
                  Licensee's remedies shall be subject to the following:

                  (i)      The Licensee shall notify PW as soon as it shall
                           become aware of any infringement claim by any third
                           party (an "IP Claim");

                  (ii)     The Licensee shall allow PW to conduct, at its
                           expense, the defence against any such IP Claim;

                  (iii)    Subject to compliance by Licensee with sub-paragraphs
                           (i) and (ii) above, PW shall indemnify the Licensee
                           against any direct damages/liability which


                                      -22-
<PAGE>

                           may be awarded against it, by an enforceable court
                           decision or arbitration award, as a result of the
                           Licensee System being held to infringe the
                           Intellectual Property Rights of a THIRD PARTY,
                           provided that the obligation of PW to indemnify the
                           Licensee pursuant to this sub-paragraph shall be
                           subject to a maximum amount which will be negotiated
                           and set forth in a separate addendum within six
                           months of the date of this License Agreement. The
                           parties agree that PW may not settle any such damage
                           claim without the consent of the Licensee, which
                           consent will not be unreasonably be withheld.

                  (iv)     In the event that an IP Claim would result in the use
                           of all or part of the Licensee System being held
                           illegal in any relevant territory, PW undertakes
                           either (i) to obtain the right to use the Licensee
                           System in the relevant territory, or (ii) to amend
                           the Licensee System or replace any counterfeiting
                           components of the Licensee System so as to allow it
                           to be lawfully used in the relevant territory.

                  (v)      Any liability of PW pursuant to this Clause 10.1.2
                           THE LICENSEE'S REMEDIES(a) In respect of the warranty
                           set out in Clause (b) OWNERSHIP. PW owns or is
                           otherwise entitled to license the Licensee System to
                           the Licensee in the manner set out in this Agreement.
                           To the best of PW's knowledge, the use of the
                           Licensee System by the Licensee shall, provided that
                           the Licensee complies with all its obligations
                           hereunder, not infringe the Intellectual Property
                           Rights of any third parties (OWNERSHIP), the
                           Licensee's remedies shall be subject to the
                           following: is expressly excluded if the IP Claim
                           results or is related directly or indirectly to usage
                           of the Licensee System by the Licensee in a manner
                           not consistent with the terms of this Agreement.

         (b)      In respect of all other warranties set out in Clause 10.1.1
                  REPRESENTATIONS AND WARRANTIES.

                  (i)      PW expressly disclaims any liability for any Defects
                           which result directly or indirectly from either (x)
                           additions or amendments, by the Licensee, to the
                           Licensee System (unless such additions or amendments
                           have been expressly authorised by PW in writing), (y)
                           any usage of the Licensee System by the Licensee in a
                           manner not consistent with the terms of this
                           Agreement, or (z) any unauthorised use of the
                           Licensee System in conjunction with hardware or
                           software not provided by PW or authorised by it in
                           writing;

                  (ii)     PW's obligations under the warranties shall be
                           subject to compliance by the Licensee with any and
                           all reasonable instructions issued from time to time
                           by PW to the Licensee in writing;

                  (iii)    The Licensee's sole remedy in respect of a breach of
                           warranties shall be to request PW to replace or
                           repair (at PW's option) the component of the Licensee
                           System or the Equipment which has caused the breach
                           of the


                                      -23-
<PAGE>

                           relevant warranty; Any such replacement shall first
                           be attempted remotely, via customary communication
                           links (in respect of Equipment malfunctions) or via
                           the network connection between PW and the Licensee
                           (in respect of Software); in the event that such
                           attempts fail to remedy the Defect, then PW shall at
                           its own costs send suitable personnel to the
                           Licensee's premises;

                  (iv)     PW's obligations under the warranties shall expire at
                           the end of the Warranty Period. Any support or repair
                           services after such period shall be provided by PW
                           against payment of the fees set out in Clause 9.2.3
                           OTHER SERVICES.

10.1.3   OTHER LIABILITIES OF PW

         PW expressly disclaims any liability to the Licensee other than as
         expressly provided in Clause 10.1 REPRESENTATIONS AND WARRANTIES BY PW.
         For the avoidance of doubt, PW (a) gives no representations and
         warranties other than those expressly set out above, and (b) shall not
         be liable for any indirect or consequential losses or damages incurred
         by the Licensee in relation to the Licensee System.

10.2     REPRESENTATIONS AND WARRANTIES BY THE LICENSEE

         The Licensee represents and warrants to PW that

         (a)      GOOD STANDING; NO VIOLATION. It is a limited liability company
                  duly incorporated and in existence under the laws of the
                  United States of America and its territories. The entry by the
                  Licensee into this Agreement and the performance of its
                  obligations hereunder shall not result in any breach of any
                  law, regulation or contract by which it is bound.

         (b)      RESOURCES. The Licensee has the necessary commercial,
                  financial, technical and human resources to successfully
                  operate an electronic purse programme in the United States of
                  America and its territories.


                                      -24-
<PAGE>

11.      MISCELLANEOUS PROVISIONS

11.1     CONFIDENTIALITY

11.1.1   For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" means
         any and all information of a confidential nature (including but not
         limited to technical, commercial and financial data, know-how, software
         and designs) disclosed or made available (whether in writing, in
         electronic fomat, verbally or by any other means and whether directly
         or indirectly) by one party to any other party (the "RECEIVING PARTY")
         whether before or after the date of this Agreement.

11.1.2   Each party acknowledges that it may have or be given access to
         Confidential Information of or regarding the other party. During the
         term of this Agreement and for a period of 5 years after termination or
         expiration of this Agreement for any reason whatsoever the Receiving
         Party shall:

         (a)      keep the Confidential Information confidential;

         (b)      not disclose the Confidential Information to any other person
                  other than its employees, agents and advisors (in each case on
                  a need to know basis and subject to obtaining, where
                  reasonably practicable, adequate confidentiality undertakings
                  from such persons) without the prior written consent of the
                  other party; and

         (c)      not use the Confidential Information for any purpose other
                  than for the performance of this Agreement.

11.1.3   The obligations contained in Clauses 11.1.2 Each party acknowledges
         that it may have or be given access to Confidential Information of or
         regarding the other party. During the term of this Agreement and for a
         period of 5 years after termination or expiration of this Agreement for
         any reason whatsoever the Receiving Party shall: and 11.1.1 For the
         purposes of this Agreement, "CONFIDENTIAL INFORMATION" means any and
         all information of a confidential nature (including but not limited to
         technical, commercial and financial data, know-how, software and
         designs) disclosed or made available (whether in writing, in electronic
         format, verbally or by any other means and whether directly or
         indirectly) by one party to any other party (the "RECEIVING PARTY")
         whether before or after the date of this Agreement shall not apply to
         any Confidential Information which:

         (a)      is at the date of this Agreement or at any time after the date
                  of this Agreement comes into the public domain other than
                  through breach of this Agreement by the Receiving Party;

         (b)      can be shown by the Receiving Party to the reasonable
                  satisfaction of the other party to have been known to the
                  Receiving Party prior to it being disclosed by the other party
                  to the Receiving Party or to have been independently developed
                  or obtained by such party without making use of Confidential
                  Information of the Company; or


                                      -25-
<PAGE>

         (c)      subsequently comes lawfully into the possession of the
                  Receiving Party from a third party.

11.1.4   The terms of this Agreement (including its Schedules) are confidential
         and may not be disclosed to any third party except where such
         disclosure is required by law or judicial order, PROVIDED in such case
         that the party required to make the disclosure shall notify the other
         party as soon as possible and, where possible in the circumstances,
         prior to making the disclosure.

11.2     ANNOUNCEMENTS

11.2.1   Subject to Clause 11.2.2 Where the announcement, communication or
         circular is required by law or a regulation of a stock exchange, the
         party required to make it must if practicable first consult with, and
         take into account the reasonable requirements of, the other party, no
         public announcement, communication or circular concerning the
         transaction referred to in this Agreement may be made at any time
         (before or after Completion) by any party hereto without having first
         obtained the written consent of the other party who shall not
         unreasonably refuse, withhold or delay such consent. A party shall be
         deemed to have granted such consent if it fails to reply to a request
         for consent within two business days from the receipt of the notice.

11.2.2   Where the announcement, communication or circular is required by law or
         a regulation of a stock exchange, the party required to make it must if
         practicable first consult with, and take into account the reasonable
         requirements of, the other party.

11.3     SEVERABILITY

         The invalidity or unenforceability of any provision hereof shall not
         affect the validity or enforceability of this Agreement or of any other
         provision hereof. The provision held to be invalid and/or unenforceable
         shall orgy be ineffective to the extent of such unenforceability or
         invalidity.

11.4     COSTS

         Except where this Agreement provides otherwise, each party hereto shall
         pay its own costs relating to the negotiation, preparation and
         execution and implementation by it of this Agreement and of all other
         documents referred to herein.

11.5     NOTICES

         All notices to be made in writing under this Agreement shall be given
         in the English language by registered mail, express courier service or
         telefax (confirmed by registered mail or express courier service) to
         the following addresses or such other addresses as the parties may have
         designated to each other by notice given in accordance with this
         Clause:


                                      -26-
<PAGE>

         (a)      PW, to Proton World International S.A., Rue du Planeur 10,
                  1130 Brussels, Belgium, for the attention of Messrs. Armand
                  Linkens and Daniel Skala, telefax number +32 2724 50 60;

         (b)      The Licensee, to , The Pathways Group, Inc., 1221 North Dutton
                  Avenue, Santa Rosa, California 95401, for the attention of Mr.
                  Carey F. Daly II and Mr. Robert Haller, telefax number +
                  1-707-546.4041.

11.6     OTHER AGREEMENTS - AMENDMENTS

         This Agreement supersedes and replaces any and all prior negotiations,
         arrangements and understandings, whether or not in writing, between the
         parties with respect to the subject matter of the Agreement. No
         variation of this Agreement is valid unless it is in writing and signed
         by or on behalf of each party.

11.7     ASSIGNMENT

         This Agreement shall be binding upon and inure for the benefit of the
         successors of the parties but may not be assigned (other than by a
         party hereto to an Affiliate and PROVIDED THAT, in such case, the
         assignor shall be jointly and severally liable for the obligations of
         the assignee pursuant to this Agreement) without the consent of the
         other party.

11.8     NO PARTNERSHIP

         This Agreement does not create and shall not be construed as creating
         any partnership between the Parties, and each party hereto is acting in
         its own name and for its own account.


                                      -27-
<PAGE>

12.      TERM AND TERMINATION

12.1     TERM

         This Agreement is entered into for a period of 10 years from the date
         of its execution, and shall then be automatically renewed for
         successive periods of five years, provided that the Licensee has met
         the performance goals to be negotiated and set forth in a separate
         addendum within six months of the date of this License Agreement.

12.2     EARLY TERMINATION

         This Agreement may be terminated by any party in the event:

         (a)      that the other party shall have been in material breach of its
                  obligations hereunder and shall have failed to remedy such
                  breach within 30 days of a written notice of breach; or

         (b) that the other party shall have been declared bankrupt.

12.3     CONSEQUENCES OF TERMINATION

         Upon termination of this Agreement, whether pursuant to Clause 12.1
         TERM or Clause 12.2 EARLY TERMINATION

         (a)      All rights and obligations pursuant to this Agreement shall
                  terminate immediately, save for (i) this Clause 12.3
                  CONSEQUENCES OF TERMINATION which shall continue to apply
                  until all obligations thereunder shall have been satisfied,
                  and (ii) Clauses 11.1 CONFIDENTIALITY and

                  13.      Governing Law and Dispute Resolution, which shall
                           continue to apply for a period of 5 years from the
                           date of termination;

         (b)      Any then Issuing Sub-Licences then existing shall, at PW's
                  option either (i) be terminated under the Licensee's
                  responsibility, or (H) be assigned in full to PW, in which
                  case the Licensee shall indemnify PW and keep it indemnified
                  against any and all claims of or liabilities towards the
                  sub-licensee to the extent that such claims or liabilities
                  relate to facts or circumstances having occurred prior to the
                  assignment of the Issuing Sub-Licence;

         (c)      the Licensee shall pay forthwith (i) any outstanding invoices,
                  and (ii) fees, cost and expenses in respect of products and
                  services in progress or already provided but not yet invoiced,
                  and for which PW shall issue a global invoice;

         (d)      the Licensee shall promptly return, at its expenses, all
                  material provided to it by PW hereunder (other than Equipment
                  duly paid for), including but not limited to all


                                      -28-
<PAGE>

                  copies of the Proton System and the Licensee System and any
                  software incorporated therein or relating thereto and any
                  related documentation and materials.















                                      -29-
<PAGE>

13.      GOVERNING LAW AND DISPUTE RESOLUTION

13.1     GOVERNING LAW

         This Agreement shall be governed by and interpreted exclusively in
         accordance with the laws of Belgium.

13.2     DISPUTE RESOLUTION

13.2.1   MEDIATION. Any dispute between the Parties hereto arising in connection
         with this Agreement shall first be resolved by mediation within the
         Project Committee. Failing amicable resolution by the Project Committee
         within 30 days, the matter may, at the request of any party to the
         dispute, be escalated for mediation to the Chief Executive Officer of
         the ultimate parent company of the parties to the dispute.

13.2.2   ARBITRATION. Failing amicable resolution by the CEOs within 30 days
         from a request for mediation, the matter shall (without prejudice to
         the right of any party to seek preliminary injunction in summary
         proceedings ("EN REFERE"), in which case the courts of Brussels shall
         have exclusive jurisdiction) be submitted for final decision to a panel
         of three arbitrators, appointed and acting in accordance with the rules
         of the CEPANI.

         The arbitration tribunal shall sit in Brussels, Belgium; proceedings
         shall be conducted in the English language.





                                      -30-
<PAGE>

         Done in Chicago on May 13 1999 in 2 originals, each party acknowledging
         having received one signed original.

PROTON WORLD INTERNATIONAL S.A.               THE PATHWAYS GROUP, INC.



/s/ ARMAND LINKENS                            /s/ CAREY F. DALY II
-----------------------------                 -----------------------------
Armand Linkens                                Carey F. Daly II
Managing Director                             President and CEO





                                      -31-