Exhibit 10.22

                            SOFTWARE LEASE AGREEMENT

This  Lease  Agreement,  dated as of  April 6,  2004,  is  between  Thunderstone
Software LLC ("Thunderstone") and Bidville, Inc. ("Lessee").

In  consideration  of the mutual  promises set forth below,  and intending to be
legally bound, the parties agree as follows:

1. DEFINITIONS

1.1  "Defect"  means a  confirmed  failure of the  Leased  Program to perform in
accordance  with the  Documentation.  A "Major  Defect" is a Defect that, if not
corrected,  substantially  deprives  the  Licensee of the  functionality  of the
License Program.

1.2 "Documentation" means all written or electronic technical  specifications or
materials  provided  by  Thunderstone  for use in  connection  with  the  Leased
Program.

1.3  "Enhancement"  means the  addition of a new Leased  Program  feature or the
modification  or  change  (including,  but  not  limited  to,  addition  of  new
functionality,  creation of new algorithms, design changes, code changes, ideas,
concepts, know-how,  approaches,  processes,  methodologies or techniques) to an
existing  Leased Program feature that  immediately  prior to the Enhancement was
performing in substantial compliance with Thunderstone's original Documentation.

1.4 "Lease Agreement" means this Agreement.

1.5 "Leased  Program" means the machine  readable  version of one or more of the
following programs:  Texis, Vortex Webscript Bridge,  Metamorph,  3DB, Metamorph
API,  3DB API,  Network  API,  Browser API,  Metabook,  Network Code  Generator,
Webinator and Postscript Viewer. Only those programs for which you have paid the
applicable Fee shall be Leased Programs under this Lease Agreement.

1.6  "Lessee"   means  you,  the  buyer  or  user  of  the  Leased   Program  or
Documentation.

1.7 "Major Release" means a release of the Leased Program that includes Software
Updates, selected Enhancements,  and other new functionality or capabilities.  A
Major Release is  designated  by the Leased  Program  version  number,  which in
comparison  to the  previous  release of the Leased  Program  has changed in the
digits preceding the second decimal point.

1.8 "Media" means any tape, disk, diskette, CD-rom or electronic delivery method
used to install the Leased Program on a computer.


<PAGE>


1.9 "Software Update" means a revision, patch or work-around,  that when applied
to the  Leased  Program,  shall  enable it to  perform  in  accordance  with the
Documentation, or which corrects or repairs a Defect.

1.10 "Technical Support" means  commercially-reasonable  efforts,  undertaken by
Thunderstone,  to provide  Lessee with  answers to questions  involving  general
usage of the Leased Program.  Technical  Support does not include  consulting or
other services that require  Thunderstone to review Lessee's  application of the
Leased  Program.  Consulting  services are only provided  pursuant to a separate
agreement.

1.11 "Use" means copying or  transmitting  any portion of the Leased  Program or
Documentation  into a computer and processing of the  instructions or statements
contained in the Leased Program.


2. LEASE

2.1 Subject to the terms and  conditions of this Lease  Agreement,  Thunderstone
leases to Lessee the non-exclusive,  non-transferable,  non-assignable  right to
install and Use the Leased Program and Documentation.  This right to install and
use is  exclusive  to Lessee  and does not extend to any  affiliates  or related
parties.

2.2 The Media on which the Leased  Program  is  provided  to Lessee may  contain
several  copies  of the  Leased  Program  and  Documentation,  each of  which is
compatible with a different  processor  architecture  (e.g., Unix, Windows NT or
Windows X). Lessee may install one copy of the Leased Program on a single server
(the  computer  running the Leased  Program will be referred to as a server) for
use with only those  architectures  permitted  pursuant to this Lease Agreement.
Lessee may transfer the Leased  Program from one server to another  server,  but
only if the Leased Program is completely removed from the first server.

2.3 In  addition  to the copy of the Leased  Program  installed  on the  server,
Lessee  may make  another  copy of the Leased  Program  for  archival  or backup
purposes.

2.4 If source code is included on  Lessee's  installation  Media  solely for the
purpose of recompilation to Lessee's specific  operating system, the source code
is on loan to Lessee only as long as necessary to enable Lessee to recompile, or
port, the Leased Program.  Under no circumstances  does Lessee have the right to
copy, view or modify the source code. The source code,  along with a copy of any
newly created object code version, must be returned to Thunderstone  immediately
after recompilation.


3. LEASE PAYMENTS

3.1 Lessee  shall pay to  Thunderstone  an  initial  Lease  payment of  $25,363.
Thereafter,



                                       2
<PAGE>



during the term of this Lease and any renewal term,  beginning with the calendar
month  following  execution of this Lease,  Lessee shall pay to  Thunderstone an
amount each month equal to $2,900. Payment shall be due on the first day of each
calendar  month.  Any payment not received by the first day of the month will be
assessed a late  charge  equal to 10% of the  amount  due.  The  failure to make
payment  by the  tenth  day of the  month  in  which  the  payment  is due  will
constitute an event of default under this Lease Agreement.

3.2 The Lease payments do not include any local,  state,  federal,  use, excise,
personal property or similar taxes, duties or shipping charges, all of which are
the  liability of and shall be paid by Lessee.  Such amounts may be added to the
invoice  and  remitted  to the proper  authorities  by  Thunderstone.  Lessee is
responsible for making its own  determination as to the proper tax treatment for
the payments made pursuant to this Lease Agreement.

3.3 Thunderstone will provide Lessee with one set of installation  Media and one
set of  Documentation.  Thunderstone  shall replace any  defective  installation
Media at no cost.  Lessee  must pay a  replacement  fee to  replace  any lost or
damaged installation Media. Additional copies of Documentation are available for
purchase from Thunderstone.


4. DELIVERY AND INSTALLATION

Upon receipt of the initial Lease payment,  Thunderstone will deliver the Leased
Program and Documentation to Lessee, FOB Thunderstone's location, on appropriate
Media  for  installation  on  Lessee's  computer  system  by  Lessee.  Lessee is
responsible for all costs associated with installation.


5. TRAINING AND TECHNICAL SUPPORT

5.1 Thunderstone  will provide  Technical  Support to Lessee during the warranty
period  at  no  cost.   Thereafter,   Technical  Support  will  be  provided  at
Thunderstone's discretion.

5.2 This Lease  Agreement  entitles  the  Lessee to no  training  or  consulting
services from Thunderstone. Training and consulting services are provided, if at
all, only pursuant to a separate agreement between Thunderstone and Lessee.


6. TERM AND TERMINATION

6.1 The term of this  Lease  Agreement  will  begin as of the date of this Lease
Agreement and shall terminate 36 months later.

6.2 Lessee may terminate  this Lease  Agreement upon notice within 30 days after
delivery  of the  Leased  Program  or  Documentation,  provided  that (a) Lessee
promptly  returns the Leased Program and  Documentation  to  Thunderstone in the
same condition as received,  normal wear and tear excepted,  (b) Lessee provides
written  certification  from a duly  authorized  officer stating that all copies
have  been  returned  or  destroyed,  and (c)  Lessee is not in  default  of any
provision of this Lease Agreement.



                                       3
<PAGE>


6.3 Either party may  terminate  this Lease  Agreement  upon notice if the other
party is in breach of any  provision of this Lease  Agreement  and fails to cure
that breach within 30 days after receiving written notice from the non-breaching
party of the breach.

6.4. Either party may terminate this Lease Agreement upon notice to the other if
(a) the other  ceases to carry on its  business;  or (b) a  receiver  or similar
officer is appointed for the other and is not discharged  within thirty days; or
(c) the other  becomes  insolvent,  admits in writing its inability to pay debts
generally as they become due, is adjudicated bankrupt or insolvent,  or makes an
assignment  for the benefit of its creditors or another  arrangement  of similar
import;  or (d) proceedings under bankruptcy or insolvency laws are commenced by
or against the other and are not dismissed within thirty days.

6.5 Should  Lessee in whole or in part,  acquire,  be acquired by, or merge with
any  legal  entity  that  Thunderstone,  in its  sole  discretion,  deems  to be
competitive to Thunderstone's  business,  Thunderstone may immediately terminate
this Lease Agreement upon written notice to Lessee.

6.6 Upon  termination  pursuant to Section  6.2,  Thunderstone  shall  refund to
Lessee the initial Lease payment,  less any expenses incurred by Thunderstone in
connection with this Lease Agreement.  Upon termination pursuant to Sections 6.3
or 6.4, Lessee shall  immediately pay to Thunderstone an amount equal to the sum
of all remaining  monthly Lease payments due under this Lease Agreement as if it
had not been terminated.



                                       4
<PAGE>


6.7 Upon termination of this Lease Agreement, Lessee does not have any option to
purchase the Lease Program.  Lessee may,  however,  acquire from  Thunderstone a
fully  paid  license  to  continue  using  the  Licensed  Program  by  executing
Thunderstone's  then  current  standard  license  agreement  and  by  paying  to
Thunderstone  a License Fee equal to Lessee's  monthly  Lease payment under this
Lease Agreement  multiplied by six.  Alternatively,  Lessee may enter into a new
lease agreement with Thunderstone  pursuant to which  Thunderstone will lease to
Lessee the then  current  version of the  Licensed  Program.  The monthly  Lease
payment will be based on  Thunderstone's  then current  upgrade fee. If Licensee
does not acquire a license for the Leased Program,  or does not lease an upgrade
to the Leased  Program,  then,  upon  termination of this Lease,

     (a) the rights  granted to Lessee  pursuant to this Lease  Agreement  shall
automatically terminate;
     (b) Lessee  shall  certify to  Thunderstone  that all Leased  Programs  and
Documentation  (both original and backup copies) have been removed from Lessee's
equipment and either  returned or  destroyed;  and (c) Lessee shall cease to use
any Leased Programs or  Documentation.  6.8 The provisions of Sections 7.8, 7.9,
8, 9.1, 9.2, 9.3, 9.4, and 9.5 shall survive the  termination or cancellation of
this Lease Agreement for any reason.



                                       5
<PAGE>



7. WARRANTY AND LIABILITY

7.1 Thunderstone warrants that it is the owner of the Leased Program and that it
has the right to lease the Leased Program to Lessee.

7.2  Thunderstone  shall defend Lessee against any claim that the Leased Program
or Documentation  infringes a United States patent,  copyright, or trade secret,
and shall pay any settlements  entered into or damages awarded against Lessee to
the extent based on such a claim, provided that (a) Lessee notifies Thunderstone
promptly  in writing  of the claim;  (b)  Thunderstone  has sole  control of the
defense  and  all  related  settlement  negotiations;  and (c)  Lessee  provides
Thunderstone  with all  necessary  assistance,  information,  and  authority  to
perform the above.

7.3 Thunderstone shall have no liability for any claim of infringement based on

     (a) use of other than the latest Major  Release of the Leased  Program,  if
the infringement would have been avoided by use of the latest Major Release;
     (b) modification of the Leased Program by Lessee if the infringement  would
have been avoided  without such  modification;  or (c) the combination or use of
the Leased  Program with software or hardware not furnished by  Thunderstone  if
the  infringement  would have been avoided by use of the Leased Program  without
that software or hardware.

7.4 In the event the Leased Program is held to, or  Thunderstone  believes it is
likely  to be held to,  infringe  a United  States  patent,  copyright  or trade
secret,  Thunderstone shall have the right at its sole option and expense to (a)
substitute or modify the Leased Program so that it is non-infringing; (b) obtain
for Lessee a license to continue using the Leased Program; or (c) if (a) and (b)
are not reasonably practicable, terminate this Lease Agreement.

7.5 The foregoing states  Thunderstone's sole obligation and exclusive liability
(express,  implied,  statutory, or otherwise) for any infringements or claims of
infringement  of any  patent,  copyright,  trademark,  trade  secret,  or  other
intellectual property right.

7.6 Thunderstone warrants that for a period of ninety days following delivery to
Lessee,  the Leased  Program,  when compiled or installed in accordance with the
Documentation,  will operate without Defect.  Thunderstone does not warrant that
the Leased  Program will be  error-free  or will operate  without  interruption.
Thunderstone  does not  warrant  that the  Leased  Program  will  meet  Lessee's
requirements or will operate in combination with other software. If the warranty
set forth in this Section is breached, Thunderstone's sole obligation will be to
use commercially reasonable efforts to provide Lessee with an alternative method



                                       6
<PAGE>


of achieving the desired  functionality (a "work around") or, in  Thunderstone's
discretion, a Software Update to correct the Defect. Thunderstone, however, does
not warrant that all Defects can be corrected. If Lessee reports a Defect within
90 days of  delivery,  and if  Thunderstone  cannot  provide  Lessee with a work
around or correct the Defect after making commercially  reasonable efforts to so
do,  Thunderstone  will  reduce the Lease  payments  due  pursuant to this Lease
Agreement by an equitable  amount to reflect the lessened  utility of the Leased
Program,  if any. Lessee shall not be entitled to assert any claim for breach of
the limited  warranty stated in this Section unless the claim is made in writing
and delivered to  Thunderstone  within ninety days after  delivery of the Leased
Program.  Thunderstone  has no obligation to repair any Defect that results from
accident, abuse or misapplication.

7.7  THUNDERSTONE  HEREBY  DISCLAIMS ALL OTHER  WARRANTIES  TO LESSEE,  EXPRESS,
IMPLIED,  STATUTORY  OR  OTHERWISE,  WITH  RESPECT  TO  THE  LEASED  PROGRAM  OR
DOCUMENTATION,   INCLUDING   BUT  NOT   LIMITED   TO   IMPLIED   WARRANTIES   OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.8 THE  EXPRESS  LIMITED  WARRANTY  AND REMEDY  STATED  ABOVE IS IN LIEU OF ALL
LIABILITIES OR OBLIGATIONS OF THUNDERSTONE FOR DAMAGES WHATSOEVER INCLUDING, BUT
NOT  LIMITED  TO,  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  (INCLUDING,   WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS  INFORMATION,  OR  ANY  OTHER  PECUNIARY  LOSS)  ARISING  OUT  OF OR IN
CONNECTION  WITH  THE USE OR  PERFORMANCE  OF OR  INABILITY  TO USE  THE  LEASED
PROGRAM,  EVEN IF  THUNDERSTONE  HAS BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH
DAMAGES.

7.9 IN NO EVENT WILL  THUNDERSTONE  BE LIABLE TO LESSEE FOR DAMAGES OR ANY OTHER
AMOUNTS  THAT EXCEED THE TOTAL OF THE  AMOUNTS  PAID TO  THUNDERSTONE  BY LESSEE
PURSUANT TO THIS LEASE  AGREEMENT  DURING THE TWELVE MONTH PERIOD  PRECEDING THE
DATE ON WHICH THUNDERSTONE RECEIVED NOTICE OF THE BASIS FOR THE AWARD.

7.10 All  warranties  stated in this Lease  Agreement  are  immediately  void if
Lessee or any third party makes any changes to the Leased Program.  Thunderstone
shall have no obligation to test,  debug,  repair or certify any Leased  Program
that has been modified by Lessee or any third party.

7.11 No Thunderstone employee, agent or representative has the authority to bind
Thunderstone  to any oral  representations  or warranties  concerning the Leased
Program or Documentation.


8. LESSEE INDEMNITY

Except for  infringement  and warranty  claims for which  Thunderstone is liable
under  Section 7, Lessee  agrees to  indemnify  and hold  Thunderstone  harmless
against any cost, loss, liability or expense (including attorneys' fees) arising
out of third-party claims against  Thunderstone  relating to Lessee's use of the
Leased Program,  including,  without  limitation,  any claim that the use of the
Leased Program in connection  with any other software or hardware  infringes any
copyright, patent, trade secret or other right of any other person or entity.



                                       7
<PAGE>


9. CONFIDENTIALITY AND OWNERSHIP

9.1  Thunderstone   retains  all  right,  title  and  interest,   including  all
intellectual  property  rights,  in and to the Leased Program or  Documentation.
Lessee  may,  from time to time,  request  that  Thunderstone  create or provide
Enhancements for the Leased Program.  Thunderstone  may, in its sole discretion,
undertake to create or provide the requested  Enhancements  and  distribute  the
Enhancements to all or any of Thunderstone's  Lessees.  Lessee acknowledges that
any and all Enhancements are the exclusive property of Thunderstone,  whether or
not  authored,  discovered  or  invented by Lessee or  Thunderstone,  and Lessee
hereby assigns to Thunderstone all of Lessee's right,  title and interest in and
to any  Enhancement.  Lessee  further  agrees to execute  any and all  documents
requested by Thunderstone to perfect Thunderstone's rights in the Enhancements.

9.2 Lessee shall include reproductions of the Thunderstone copyright notices and
other proprietary  legends on each copy of the Leased Program and Documentation.
Lessee  shall not  remove,  efface or  obscure  any  copyright  notices or other
proprietary  notices or legends from any Leased Program,  Documentation or other
Thunderstone materials. Upon request, Lessee shall update its Leased Program and
Documentation with any changes to Thunderstone's proprietary notices.

9.3 Lessee shall not disclose the Leased Program's  object code,  source code or
Documentation to any third parties.  Lessee will use all reasonable  precautions
and take all necessary steps to prevent the Leased Program and Documentation, in
whole or in part, from being acquired by unauthorized parties.

9.4 Lessee shall not, nor will it assist  others in  attempting  to,  decompile,
reverse engineer or otherwise create the source code for the Leased Program.

9.5 Lessee shall not use the Leased Program and Documentation for the purpose of
developing  any similar or  competitive  product,  or assisting a third party to
develop a similar or competitive product.


10. MISCELLANEOUS

10.1  Lessee  may not  assign  this  Lease  Agreement  or any of its  rights  or
obligations  under this  Lease  Agreement,  by  operation  of law or  otherwise,
without  Thunderstone's  prior  written  consent,  which may be withheld for any
reason, or which may be granted upon certain  conditions,  including the payment
of a transfer fee. Thunderstone shall have the right to freely assign this Lease
Agreement, by operation of law or otherwise,  without Lessee's permission.  This
Lease  Agreement  shall be binding  upon and inure to the benefit of the parties
and their permitted successors and assigns.

10.2 In making and performing  this Lease  Agreement,  the parties act and shall
act at all times as independent  contractors and nothing contained in this Lease
Agreement  shall be  construed  or implied to create an agency,  partnership  or
employer and employee  relationship  between Lessee and  Thunderstone or between
any party to this  Lease  Agreement  and any  officer or  employee  of the other
party.  At no time  shall any party  make  commitments  or incur any  charges or
expenses for or in the name of the other party.



                                       8
<PAGE>


10.3  Thunderstone  shall not be liable for any delays in the performance of any
of its  obligations  under  this  Lease  Agreement  due  to  causes  beyond  its
reasonable control, including but not limited to, fire, strike, war, riots, acts
of any civil or  military  authority,  judicial  action,  acts of God,  or other
casualty or natural calamity.

10.4 This Lease  Agreement  shall be  governed by the laws of the State of Ohio,
without  reference to its conflict of laws principles.  All disputes arising out
of this Lease Agreement or the parties' business  relationship  shall be subject
to the  exclusive  jurisdiction  of and venue in the  Courts of Ohio,  including
federal district  courts,  and the parties consent to the personal and exclusive
jurisdiction of those courts. Any action against Thunderstone for breach of this
Lease Agreement must be brought within one year of the cause of action arising.

10.5 The  illegality  or  invalidity  of any  term or  provision  of this  Lease
Agreement shall not affect the remainder of this Lease Agreement.

10.6 Lessee  acknowledges that Thunderstone is subject to regulation by agencies
of the U.S.  government which prohibit export or diversion of certain  technical
products  to  certain  countries.  Lessee  warrants  that it will  comply in all
respects  with the export and  re-export  restrictions  applicable to the Leased
Programs.

10.7 The waiver of, or failure to enforce, any breach or default hereunder shall
not  constitute  the  waiver  of any  other or  subsequent  breach  or  default.
Thunderstone's  rights and  remedies  under this  Lease  Agreement  shall not be
exclusive,  but shall be in  addition  to any and all  rights it may have  under
applicable law.

10.8 At Thunderstone's  request,  Lessee shall execute and deliver any financing
statements or other documents that may, in Thunderstone's  opinion, be necessary
to protect Thunderstone's interests in the Lease Programs.

10.9 This  document,  and any  Addendums  to it,  sets  forth the  entire  Lease
Agreement  between  the  parties  and  supersedes  any and all prior  proposals,
agreements,  and  representations  between them,  whether  written or oral. This
Lease  Agreement  may be  changed  only by mutual  agreement  of the  parties in
writing.

Agreed:

Thunderstone Software LLC                        Lessee: Bidville, Inc.

By:  /s/ John Turnbull                           By:  /s/ Michael Palandro
   ------------------------------                   --------------------------
John Turnbull, General Manager                       Michael Palandro, CEO

Date:    April 8, 2004                           Date:  April 6, 2004








                                       9