E-1
Exhibit 10.1
Form 10-KSB
Virtualmoney, Inc.
File No. 000-31009

               Exclusive License Agreement for the

                    Real Monetary SoftwareTM

                           May 9, 2001

                         CONFIDENTIAL
RECITALS:

     WHEREAS Real Monetary Systems, Inc., a Minnesota corporation
formerly  known as RMC2, Inc. d/b/a the Real Mortgage Corporation
(the  "Licensor"),  has  engaged in  an  extensive  research  and
development   effort   concerning  the   introduction   of   Real
MortgagesTM that are self-adjusting for inflation and deflation;

     WHEREAS the introduction of real financial instruments, such
as  the Real MortgagesTM, inherently initiates the creation of  a
real  monetary  system, which must then be  integrated  with  our
current nominal monetary system;

     WHEREAS  the  research and development effort for  the  Real
MortgagesTM  has  led to the creation of certain technology  (the
"Trade  Secrets"),  which  will  resolve  many  of  the  problems
associated  with  the introduction of real financial  instruments
into  the current nominal monetary system by means of integrating
the two monetary systems;

     WHEREAS the Trade Secrets include, but are not limited to, a
number  of  proprietary processes that the Licensor  collectively
refers to as the Real MonetizationTM process;

     WHEREAS the Licensor has legal and valid  assignment for  an
1,891-page patent application, which was filed by Thomas W. Tripp
with  the  United  States Office of Patents and  Trade  Marks  on
October 6, 1999 for the Real MonetizationTM process (the "Pending
Patent") entitled: SOFTWARE SYSTEM FOR REAL MONETARY INSTRUMENTS;

     WHEREAS  the original patent application included  a  spread
sheet  model, representing the first generation of Real  Monetary
SoftwareTM  (the "Software"); which is designed to carry out  the
Real MonetizationTM process(es);

     WHEREAS  the  Licensor has granted Virtualmoney,  Inc.   (or
"VMC"),  and  Government Indexed-Bond Systems, Inc. ("GIBS")  the
right to use the first generation of the Software (such that they
may  develop a second generation of the Software pursuant to  the
terms  of their respective licenses, until such time as  a  third
generation of the Software may be created and properly tested for
actual use;

     WHEREAS  the  Licensor desires to license certain  specified
rights,  but to retain  the remaining rights, pertaining  to  the
Trade Secrets as represented by the Pending Patent;

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     WHEREAS  Real  Monetary Software, Inc. (the  "Licensee"),  a
Minnesota  corporation, is interested in obtaining the  exclusive
rights to the use of the Trade Secrets, and subsequently for  the
Patent  Rights,  if granted; for the purposes of  developing  the
third  and  subsequent  generations of  the  Software,  that  are
scalable and can be operated without the benefit of a third party
spread sheet program;

     WHEREAS  the  Parties  to this agreement  (the  "Agreement")
hereby recognize and differentiate between:

     (A)  the  granting of any one or more exclusive right(s)  by
          the  Licensor to sponsor a specified market or  service
          for  the  issuance and securitization of  any  form  of
          fixed  income instrument that is defined in real terms,
          which may include but need not be limited to

          (i)  bonds,   mortgages,   auto  loans,   credit   card
               receivables, personal loans and/or any other  form
               of indebtedness,

          (ii) any  asset-backed  real  monetary  equivalent   or
               currency; or to

          (iii)      any  software  development  application  not
               specified  herein as being the subject matter   of
               this Exclusive Licensing Agreement ;

          any of which the Licensor may grant on an exclusive  or
          limited basis with respect to anyone
          it may wish to specify, which may include but not  be
          limited to a specific nation, region or
          defined  by  a any existing or newly created  currency;
          all  of  the  foregoing of which the  Licensor  is  not
          granting to the Licensee by means of this Agreement;

          versus

     (B)  the  granting  of the exclusive right  to  develop  and
          maintain  the third and subsequent generations  of  the
          Software, which will be designed to carry out the  Real
          MonetizationTM   process  for  any  and/or   all   real
          financial  instruments; that are  defined  directly  in
          terms  of the nominal United States Dollar (1.00  USD);
          all of which the Licensee may then:

          (i)  sub-license to third parties and/or

          (ii) may  license  third party software developers  for
               applications that may plug into  the Software,

          all  of  the  foregoing in this  Paragraph  (B)  to  be
          subject  to the terms and conditions of this  Exclusive
          License  Agreement, as amended, which the  Licensor  is
          proposing  to  grant to the Licensee by means  of  this
          Agreement.

     Now, therefore, the undersigned Parties hereby agree to  the
following terms and conditions:

     1.   The License:

     The Licensor hereby grants to the Licensee, and the Licensee
hereby  accepts, the exclusive worldwide license (the "License"),
without  limitations unless specified herein to use the  Licensed
Product  as

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defined herein.  It being agreed and understood  that
the  term of this License shall be perpetual, or until such  time
as  this  Agreement has been properly terminated for  any  reason
under the terms and conditions stated herein.

     2.   The Licensed Product:

     It  is agreed and understood that the product being licensed
(the "Licensed Product") by this Agreement, refers to the use  of
the  Trade Secrets, and subsequently to the Patent Rights  --  if
and  when  granted,  for  the  sole  purpose  of  developing  and
maintaining the third and subsequent generations of the Software,
which  will  be  designed  to carry out the  Real  MonetizationTM
process  for  any and all financial instruments that are  defined
directly in terms of the nominal United States Dollar (1.00 USD):
all of which the Licensee may then:

          (i)  sub-license the Software to third parties and/or

          (ii) may  license  third party software developers  for
               applications that may plug into  the Software,

all of the foregoing to be subject to the terms and conditions of
this  Exclusive License Agreement, as amended.  It  being  agreed
and understood that the Licensee, as sponsor, shall then have the
right to sub-license  any and all participants; who may desire to
use  the  third and subsequent generations of the Software  being
created.  Except that, each and every such participant,  as  well
as  the Licensee, shall also be required to obtain a license from
the  properly  licensed sponsor ("Sponsor") of the liquid  market
for  real  financial instruments that is to be accessed  via  the
Software.   Nor  will  the Sponsor offering a  license,  or  sub-
license,  be  allowed by the Licensor to supply the  Software  to
anyone,  who is not also licensed by the Licensee for using  said
Software.   It  being  further agreed  and  understood  that  the
granting of such licenses to properly qualified parties shall not
be unreasonably denied.

     3.   The Pending Patent:

     The  Licensor  makes no warranty as to the validity  of  any
Patent  rights  or  claims,  but does  warrant  that  the  patent
application as identified herein is on file in the United  States
Patent  and  Trade Mark Office and has not been  abandoned.   The
Parties  to this Agreement are fully aware and cognizant that  no
patent  exists at this time, nor is there any certainty that  any
such  patent will ever be granted.  Furthermore, it is understood
that  the patent filing involves very complex matters; such  that
the  nature  of any patent finally granted, may change materially
from  the  patent  claims that are being made.  Nonetheless,  the
Licensor  represents  and warrants that  it  will  use  its  best
efforts to complete the Pending Patent application.  In the event
a  patent  is  ultimately  granted, the Licensor  shall  promptly
notify the Licensee.

     4.   Disclosing the Real MonetizationTM Process(es):

     It  is  agreed  and understood, that the Licensor  has  been
advised by its patent attorneys not to disclose the patent claims
to  anyone;  until such time as the patent has been  granted  and
published by the United States Patent and Trade Mark Office.   As
such,  the Parties to this Agreement hereby recognize and  agree;
that the Licensor is only required by the terms of this Agreement
to reveal those parts of the patent filing, and/or correspondence
with  the U.S. Patent and Trade Mark Office, that do not  include
or  otherwise  discuss the specified patent claims.  Nonetheless,
the  Licensor  hereby represents and warrants: that this  limited
disclosure  would  still provide the Licensee  with  a  full  and
complete  description  of  the  Real MonetizationTM  process(es);
which  would  be  sufficient to complete the development  of  the
Software required for the

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initiation of a more liquid market  for
the specified real financial instruments. (See "The Real Monetary
Software").

     5.   Confidentiality, Trade Secrets and the Pending Patent:

     It  is agreed and understood that any and all details of the
Real  MonetizationTM  process shall be  considered  to  be  Trade
Secrets,  which the Licensee hereby agrees to be held  in  strict
confidentiality.   Except  that, the  Licensee  is  permitted  to
disclose  the  Trade Secrets to properly qualified Sub-Licensees,
pursuant to the rules and procedures established by the Licensor.
In  the  event that a patent is granted, then any portion of  the
trade  Secrets that are included in the published account of  the
patent  by  the U.S. patent and Trade Mark Office  will  then  be
considered  suitable for  public disclosure.   Beyond  that,  the
final  determination of the U.S. Patent and Trade Mark Office  to
grant, or not to grant, the Pending Patent; shall have no bearing
or  effect  on   this Agreement.  Except that, by mutual  consent
upon  the  granting of a patent, the Parties may  then  elect  to
perfect  a  patent license; provided that such license  does  not
alter  or amend the terms and conditions of this Agreement, other
than  to recognize the licensing of the Patent as opposed to  the
licensing  of  the  Trade Secrets, without the expressed  written
consent  of both Parties.  In such an event, each of the  Parties
shall  be  responsible  for  any  and  all  expenses  that   they
individually incur in such an effort.

     6.   The Real Monetary Software:

     This  Agreement hereby grants to the Licensee the  exclusive
right  to use the Real MonetizationTM process for the purpose  of
developing  the  third  and subsequent generations  of  the  Real
Monetary  SoftwareTM, which is designed to  carry  out  the  Real
MonetizationTM process.

     Furthermore, the Licensee is hereby informed that the  first
generation  of  the  Software is a spread sheet  model  that  was
designed  for the creation of a liquid market for Real  Mortgage-
Backed  SecuritiesTM.  Two parties, including Virtualmoney,  Inc.
("VMC")  and Government Indexed-Bond Systems, Inc. ("GIBS")  have
been  authorized to use the first generation, and to  generate  a
second  generation of the Software for the purposes set forth  in
their  exclusive licenses with the Licensor, until such  time  as
the third generation of the Software has been prepared for use by
the  Licensee hereunder.  It being Agreed and understood that the
granting  of  this  license is subject to the Licensee  hereunder
licensing  said third and subsequent generations of the  software
only  to those persons or entities (or "Third Parties") that have
been  licensed  (or sub-licensed) by Real Monetary Systems,  Inc.
with  respect  to  the  issuance of a  particular  type  of  real
financial  instrument that is indexed to  the  U.S.  Dollar.   It
being  further  understood that the Licensee  hereunder  may  not
unreasonably deny a license to said Third Parties for  the  third
and  subsequent generations, provided only that they are  willing
to  pay  the  fair market rate for the software.  Nor  does  this
Agreement  limit (a) the right of the Licensee to distribute  the
first  generation of the Software to other Third Party licensees,
or  (b)  the  right  of said Third Parties to generate  a  second
generation of the Software on spread sheets; until such  time  as
the  Licensee has completed the third generation of the  Software
for  distribution.   Nonetheless, the Licensor  will  retain  the
rights  and  title  to any and all modifications  by  said  Third
Parties to the first generation of the software, which is  hereby
made a part of this Exclusive License extended to the Licensee.

     Upon the written request of the Licensee, the Licensor shall
furnish   the  Licensee  on  a  timely  basis  with  a   complete
description of any and all such modifications and/or improvements
made  by  VMC and/or GIBS, which shall include a complete working
copy of the Software so altered or amended.

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     7.   Assignment of the Trade Mark:

     As  additional consideration for the Licensee entering  into
this Agreement, the Licensor hereby agrees to assign its interest
in  the  trade  mark  known as the Millennium  DollarTM   to  the
Licensee; except that, the Licensor will first complete the trade
mark  application,  or  otherwise  assist  the  Licensee  in  its
completion;  as  may  be advised by  the Licensor's  intellectual
property rights attorney.  The Licensor hereby agrees to sign any
and  all  documents,  which  may be  required  and  necessary  to
complete this transfer.  Nonetheless, it is agreed and understood
that  in  the  event  that this Agreement is terminated  for  any
reason, then the Millennium DollarTM trade mark will revert  back
to  the  Licensor; unless it has been sold, assigned or otherwise
transferred  to  a third party.  However, in no  event  will  the
Licensee assign, sell or otherwise transfer or encumber the  Real
Monetary  SoftwareTM  trade mark without  the  expressed  written
consent of the Board of Directors of the Licensor.

     The Licensee agrees to provide the Licensor with samples  of
all  uses  of  the Licensed Trade Mark (Real Monetary SoftwareTM)
for  approval  by the Licensor, which should not unreasonably  be
withheld; to assure the Licensee's use of the licensed mark is of
high  quality and inures to the good will of the Licensor in  the
licensed trade mark.

     8.   The Consideration:

     In  consideration, for the Licensor granting  the  exclusive
license  and  rights  as set forth herein,  the  Licensee  hereby
agrees to:

     (a)  issue to the Licensor one million (1,000,000) shares of
          unregistered  common stock in Real  Monetary  Software,
          Inc.,  which  shall be issued upon the consummation  of
          this Agreement; and

     (b)  to  pay a royalty (Royalty) of five percent (5.0%)  per
          annum on the gross income of the Licensee.

     It  being  agreed  and understood that the Royalty  payments
will  be made monthly.  The Royalty payments will be made by  the
Licensee in cash, corporate check or certified funds for the full
amount of the Royalty fee.

     9.   Audits:

     It  is  agreed and understood that the Licensee shall engage
at  its  own  expense  a qualified independent  Certified  Public
Accounting  (CPA)  firm  to  perform  an  annual  audit  of   its
operations,  the  results  of which shall  be  forwarded  to  the
Licensor on a timely basis.  Nonetheless, the Licensor shall have
the  additional right to select an alternative CPA firm  for  the
sole  purpose of examining the books and records of the  Licensee
to  verify  the accuracy of the Royalty payments made  hereunder.
It  being  agreed  and understood that the results  of  any  such
additional audit(s) are to be considered proprietary information,
which  can  only  be  shared with the management  and  Boards  of
Directors of the respective parties.  The Licensor must  serve  a
formal notice in writing to the Licensee of its intent to perform
such  an  audit.   This  notice must  be  made  in  writing,  and
delivered via registered mail of the United States Post Office to
the   Licensee at its primary office; not sooner than  seven  (7)
calendar  days  prior to the commencement  of  the  audit.   Such
examination  shall  be made during regular  business  hours,  and
shall  be  at the sole expense of the Licensor; and no more  than
one  such additional audit shall be made within any twelve  month
period.   Nor shall any new audit be commenced, when an  existing
audit is in progress.

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     10.  Sub-Licensing:

     In  no  event shall the Licensee assign the License  created
herein  to a third party without the expressed written permission
and  approval  of  the Board of Directors then  representing  the
Licensor.  Nonetheless, the Licensee shall have the right to sub-
license  others  under this Agreement, subject to  the  expressed
written   approval  of  each  and  every  proposed  sub-licensee.
Nonetheless, the Licensor will work with the Licensee to draft  a
mutually  acceptable  legal contract  for  the  purpose  of  sub-
licensing.   Provided only that the Licensee  properly  uses  the
agreed  upon  sub-licensing agreement,  the  Licensor  shall  not
unreasonable  deny  the  approval of any  sub-licensee.   At  the
option  of either Party, a new or amended sub-licensing agreement
may be proposed for consideration by the other Party; but any and
all  such alternations must be mutually agreed upon.  In no event
will  any  of  the terms and conditions of any such sub-licensing
agreement  be  stated or interpreted in such  a  way  that  would
violate  the  terms  and  conditions of  this  Exclusive  License
Agreement.

     Upon  the  granting  of  any one or more  sub-licenses,  the
Licensee  agrees to accept the responsibility for the  collection
of  the Royalty, as defined herein, from the sub-licensees; which
shall then be paid over in a timely fashion to the Licensor.   In
the  event that the sub-licensee refuses, or is otherwise  unable
to pay the Royalty; then the Licensee shall be liable to make any
and  all such Royalty payments to the Licensor on a timely basis.
In no event shall the Licensor be liable to the sub-licensees for
any  misrepresentation  or for any lack  of  performance  by  the
Licensee to its sub-licensees.  Finally, the Licensee will  agree
to  terminate any and all sub-licensees, which violate the terms,
conditions  and  intent of this Agreement.  Any  failure  of  the
Licensee  in  this  regard  shall constitute  a  default  by  the
Licensee under the terms and conditions of this Agreement.

     11.  Arbitration:

     Except  as  to issues relating to validity, construction  or
effect  of  the Trade Secrets (or subsequently the Patent)  being
licensed  hereunder, all claims or disputes between  the  Parties
arising  in connection with this agreement, which have  not  been
resolved by good faith negotiations between the Parties, shall be
resolved  by  arbitration in the City of Plymouth  and  State  of
Minnesota under the rules of the American Arbitration Association
then in effect. The arbitrators shall have no power to modify any
of  the  terms  of  this Agreement. Any award  rendered  in  such
arbitration my be enforced by either Party in either  the  courts
of  Minnesota or in the United Sates District Court of  the  same
state,  to  whose jurisdiction each Party irrevocably  agrees  to
submit.

     12.  Infringement:

     If  during  the  term of this Agreement, any  license,  sub-
license or patent, if any, hereunder shall appear to be infringed
by  a third party, then the Party hereto first becoming aware  of
such  infringement shall promptly notify the other. The  Licensee
shall  have  the  right, but not the obligation,  to  notify  the
infringer  and  to  initiate  and  control  litigation  or  legal
proceedings to abate the infringement, without the prior  consent
of the Licensor. The licensor may elect to join in any such legal
proceedings  against  alleged infringer,  and  if  not  electing,
agrees  to  be joined as a involuntary party plaintiff.   If  the
Licensee has not initiated such legal proceedings within one  (1)
year  after becoming aware of the infringement, then the Licensor
may  initiate  legal  proceedings on  its  own  behalf,  and  the
Licensee may elect to join in those proceedings.

     If   either  Party  elects  to  join  in  legal  proceedings
commenced  by  the  other  Party,  then  the  control   of   such
proceedings shall remain in the hands of the initiating Party and
all  fees and costs incurred by the initiating Party, along  with
all  damage and awards recovered thereby, shall be shared equally
between  the

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Parties. If one Party elects not to join  in  legal
proceedings  initiated by the other Party, then such other  Party
shall be responsible for all fees and costs incurred therein, and
shall  receive all damages and awards recovered thereby.  In  the
event that a court decision is rendered that is not acceptable to
either  one of the Parties; then said Party may elect  to  appeal
the  decision  with  or without the participation  of  the  other
Party, who may elect to defer from such an appeal.

     13.  Warranty:

     The  Licensor warrants that it has the sole right  to  enter
into  this  Agreement, that it is the sole owner of the  Licensed
Product, and that it has not entered into and will not enter into
any  other  agreement  in conflict with this  Agreement.   Except
that,  the Licensor reserves the right to offer licenses to third
parties  for the sponsorship of liquid markets for real financial
instruments,  provided that such license will  require  that  the
holder obtain a Software license from the Licensee for the use of
third and subsequent generations of the Software.

     14.  Addresses:

     Any  notice  given hereunder shall be made in  writing,  and
shall  be effective on the date mailed by certified mail,  return
receipt requested to the other Party at its respective address:

     If to:

     Real Monetary Systems, Inc.
     2325 Sheridan Hills Road
     Wayzata, Minnesota 55446

     If to:

     Real Monetary Software, Inc.
     2325 Sheridan Hills Road
     Wayzata, Minnesota 55446


     15.  Other Matters:

     (a)  It  is  agreed and understood that the Parties to  this
          Agreement shall maintain the strict confidentiality  of
          the terms and conditions of this Agreement, as well  as
          any   and   all   business   and   scientific/technical
          discussions by and between the parties relating to  the
          business of the real monetary system.

     (b)  This Agreement constitutes the entire agreement between
          the  parties and supercedes all prior negotiations  and
          agreements  between the Parties concerning its  subject
          matter.   Except  that, the Parties hereto  may  amend,
          alter  or terminate this Agreement in writing, provided
          that  such  action has been properly  approved  by  the
          Board of Directors of each respective Party.

     (c)  Each  Party shall comply with all  applicable  federal,
          state and local laws and regulations in connection with
          its activities pursuant to this Agreement.

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     (d)  This  Agreement  shall  be construed  and  enforced  in
          accordance  with  the  laws of  the  United  States  of
          America,  and  the  State  of Minnesota  shall  be  the
          jurisdiction of any legal proceedings arising out of or
          related to this Agreement.

     (e)  Failure  of  any  party to enforce a right  under  this
          Agreement  shall not act as a waiver of that  right  or
          the  ability  to  assert  that right  relative  to  the
          particular situation involved.

     (f)  If any provision of this Agreement shall be found by  a
          court  to  be void, invalid or unenforceable, the  same
          shall  be  reformed  to comply with applicable  law  or
          stricken if not so conformable, so as not to effect the
          validity  or  enforceability of the remainder  of  this
          Agreement.

     (g)  Except   as  otherwise  expressly  provided   in   this
          Agreement, this Agreement shall be binding upon, inures
          to  the  benefit of, and is enforceable by the  parties
          and  their  heirs,  respective  legal  representatives,
          successors and assigns.

     (h)  The obligations of the Licensor and Licensee under this
          Agreement shall be several and not joint.

     (i)  This  Agreement  will automatically  terminate  if  the
          Licensee  voluntarily  files  for  bankruptcy,  or   is
          involuntary  forced into bankruptcy.  If  the  licensee
          fails  to  make  the Royalty payments  as  agreed  upon
          herein,  or  is otherwise in default of this Agreement;
          then  the  Licensor shall have the right  to  terminate
          this  Agreement.  In order to initiate the termination,
          the  Licensor  must serve the Licensee with  a  written
          notice to be delivered by registered mail via the  U.S.
          Post  Office.   Said  notice must properly  define  the
          nature  of  the  default, as well as  the  expense  the
          Licensor  has  incurred in serving the default  notice;
          whereupon the Licensee shall then have ninety (90) days
          in which to cure.  Upon properly correcting the default
          within the ninety (90) day period, and reimbursing  the
          Licensor  for its reasonable expenses in preparing  and
          serving  the  default  notice; the  notice  of  default
          served  upon the Licensee shall be deemed to have  been
          terminated  and  to have no further or  lasting  effect
          upon the Parties.

     16.                 Other Definitions:

     "Application" means the application for United States patent
          with  respect to the Invention that has been  filed  by
          Licensor.

     "Improvements"  means any and all improvements,  corrections
          and modifications to and variations and enhancements of
          the Invention.

     "nominal"  refers  financial terms, instruments or  monetary
          systems that are not self-adjusting
          for inflation and deflation.

     "Pending Patent" refers to any prospective patent which may,
          or   may   not,  be  granted  pursuant  to  the  patent
          application  as  filed, and/or amended,  by  Thomas  W.
          Tripp  with  the U.S. Patent and Trade Mark Office,  on
          October  6,  1999  entitled: SOFTWARE SYSTEM  FOR  REAL
          MONETARY  INSTRUMENTS.   (The  rights,  to  any  patent
          granted pursuant to said patent application, have  been
          assigned by Tripp to Real Monetary Systems, Inc.)

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     "Patent  Rights"  means the rights that may be conferred  as
          the  result  of the subsequent granting of the  Pending
          Patent  as  defined herein, including all related:  (i)
          applications  for  patents filed in  the  future;  (ii)
          continuations:   (iii)   continuations-in-part;    (iv)
          divisions;  (v) reissue patents; (vi) and  all  patents
          issuing  therefrom; except that the use of said  Patent
          Rights  by  the  Licensee  shall  be  limited  to   the
          exclusive sponsorship of the Market as defined herein.

     "person"  means  a  natural  person,  corporation,  business
          trust,  estate, trust, partnership, association,  joint
          venture,   government,  governmental  subdivision,   or
          agency, or any other legal or commercial entity or  any
          other for-profit or not-for-profit legal entity.

     "real"  refers  to financial terms, fixed-income instruments
          or  monetary  systems that are defined in  real  terms,
          thereby  making them self-adjusting for  inflation  and
          deflation.

     "real   financial   instruments"  refers  to  fixed   income
          instruments  that  are defined in  real  (or  constant)
          dollars  and real rates of interest.  Examples of  real
          financial   instruments   would   include   the    Real
          MortgagesTM  originally proposed by  the  Licensor  and
          Treasury  Inflation  Protection  Securities  (TIPS)  as
          issued by the United States Treasury.

     "Real  MortgagesTM" refers to mortgages that are defined and
          amortized in real dollars and real rates of interest to
          compute a real dollar payment amount, which may then be
          converted  to  nominal dollars by using an inflationary
          adjustment factor.

     "sub-license"  refers to the right of the Licensee  to  sub-
          license  the  participation of third  parties   in  the
          Market  as  defined  herein;  provided  that  the  Sub-
          License, (i) does not diminish the role of the Licensee
          as the sponsor of the Market, and (ii) does not violate
          the  terms, conditions and intent of the License  being
          granted by means of this Agreement.

     "Trade  Secret(s)"  means  information,  including  but  not
          limited to, technical or non-technical data, a formula,
          pattern,  compilation, program device, system,  method,
          technique  or  process and/or financial  data  that  is
          sufficiently secret to derive economic value, actual or
          potential, from not being generally known and not being
          readily ascertainable by proper means, to other persons
          who  can  obtain economic value from its disclosure  or
          use,  and is the subject of efforts that are reasonable
          under the circumstances to maintain it's secrecy.

     The  undersigned  Parties hereby  agree  to  the  terms  and
conditions of this Exclusive License Agreement.

Date:  5-9-2001                   Date:  5-9-2001

Real Monetary Systems, Inc.       Real Monetary Software, Inc.


By:  /s/ Thomas W. Tripp, CEO      By: /s/ Robert  E. Nisen, CFO

                                 E-9
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