MEMORANDUM OF LICENSE AGREEMENT

MADE AND ENTERED INTO ON THIS 1ST DAY OF MAY, 2000

BY AND BETWEEN:     GATOR MARKETING CONCEPTS INC., a body politic and corporate,
                    duly incorporated according to the laws of Barbados,
                    hereinafter referred to as the

                                   "LICENSOR"

AND:                TELEHUBLINK CORPORATION, a body politic and corporate, duly
                    incorporated according to the laws of Delaware, hereinafter
                    referred to as the

                                   "LICENSEE"

PREAMBLE

WHEREAS the Licensor has developed a proprietary system to assemble content
and/or manufacture, distribute, market and sell consumer benefit packages (the
"System");

WHEREAS the Licensor is the owner of the Trade Mark "Triple Gold";

WHEREAS the Licensor wishes to grant the right to use its System and Trade Marks
to the Licensee based on the terms and conditions more fully described
hereinbelow.

NOW, THEREFORE, THE PARTIES HERETO WITNESSETH THEIR COVENANT AS FOLLOWS:

1. PREAMBLE

   The Preamble to the present Agreement shall form part of the Agreement itself
   as if it were enumerated at length herein.

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2. DEFINITIONS

   The following terms shall have meanings as set forth below.

   (a)    "LICENSED PRODUCTS" shall be defined as those products that are sold
          with the System and/or associated by the Licensee with the Trade
          Marks, which products are set out in Schedule "A" as modified from
          time to time by Licensee with Licensor's prior approval, by affixing
          labels containing the Trade Marks, or part thereof, to the Licensed
          Products;

   (b)    "SYSTEM" shall mean the proprietary system used to collate, assemble
          content, manufacture, distribute, market and sell the Licensed
          Products, as may be amended from time to time by the Licensor;

   (d)    "TERM" shall mean a period of twenty (20) months, starting May 1st,
          2000 and ending January 1st, 2002;

   (c)    "TERRITORY" shall mean the geographical area as set forth in Schedule
          "B" as may be amended from time to time with the written consent of
          the parties and any other trade marks the parties may apply during the
          term hereof;

   (d)    "TRADE MARKS" shall mean the Trade Marks as set forth in Schedule "C"
          as may be amended from time to time with the written consent of the
          parties and any other trade marks the parties  may apply during the
          term hereof;

3. RIGHTS GRANTED

   Licensor hereby grants to Licensee, upon the terms and conditions set forth
   herein, an exclusive, personal, non-transferable, non-assignable License,
   without the right to grant sublicenses, to use the System and the Trade Marks
   associated to it solely in conjunction with the sale of the Licensed Products
   in the Territory and provided that the license may be transferred or used by
   any Licensee's affiliated companies. In the event that the license is to be
   transferred or used by any such affiliated companies, Licensee shall first
   advise Licensor in writing of the intended user and a description of the
   Licensed Products so affected.

4. OWNERSHIP OF ARTWORK AND DESIGN

   Licensee acknowledges and agrees that Licensor is owner of all artwork and
   designs involving the Trade Marks supplied by the Licensor pursuant to this
   Agreement. Licensee further agrees that, during the term of this Agreement,
   and after its termination, it shall not use said artwork and/or designs in
   connection with the distribution and sale of the Licensed Products or any
   other product except as

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   provided in this Agreement. Nothing herein contained shall impair the
   Licensee's use and ownership of its own trade marks, art work, and designs
   during and after the termination of this Agreement, and whether or not the
   same had been used or associated with the Licensed Products or the Trade Mark
   during the course of this Agreement.

5. GOODWILL AND PROMOTIONAL VALUE

   (a)  Licensee recognizes the value of the good will associated with the
        System and the Trade Marks and acknowledges that the System and Trade
        Marks, and all rights therein and the good will pertaining thereto,
        belong exclusively to Licensor,

   (b)  Licensee agrees that its use of the Trade Marks shall inure to the
        benefit of the Licensor and that the Licensee shall not, at any time,
        acquire any rights in the Trade Marks by virtue of any use it may make
        of the Trade Marks;

6. QUALITY STANDARDS

   The Licensee agrees to act honestly and in good faith with respect to the
   commercial exploitation of the System and the Trade Marks in conjunction with
   the Licensed Products and to use reasonable commercial business efforts to
   develop the market for the Licensed Products using the System and the Trade
   Marks. In that connection, the Licensee agrees to protect the goodwill in the
   System and the Trade Marks insofar as associated with the Licensed Products
   to the same extent that the Licensee would protect its own system and trade
   marks of similar quality, and with a view to not consuming the goodwill in
   the System and the Trade Marks so that to the extent possible, there will be
   commercial value therein after the expiration of this License. Subject to the
   foregoing obligations, including without limitation the obligations to act
   honestly and in good faith, it is acknowledge and agreed that the Licensee is
   empowered in its sole discretion to exercise its commercial business judgment
   as to the best method to position and market the Licensed Products.

7. CO-OPERATION AND INPUT

   Without in any way derogating from the discretion of the Licensee set out in
   section 6 hereof, the Licensee agrees to give the Licensor an opportunity to
   have input into the nature, quality, and pricing of Licensed Products to be
   distributed by the Licensee and into the Licensee's marketing plans in
   respect thereof. The Licensee will consider in good faith any suggestions
   that the Licensor may have in respect of the foregoing matters, but the
   Licensee shall be entitled in its sole discretion to decide whether it will
   or will not implement any such suggestions.

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8. ROYALTIES

   In consideration of the License granted herein, the Licensee shall pay to the
   Licensor the following royalties which royalty payment shall be made in the
   manner provided hereinbelow on the total net sales, "net sales" being defined
   as total paid sales less returns, of the Licensed Products for the relevant
   period:

   (a)  In the first EIGHT months of the Term, royalties in a minimum guaranteed
        amount of TEN THOUSAND US DOLLARS (US$10,000.00) per week, which amount
        shall be paid weekly, beginning May 1st, 2000;

   (b)  In the ninth to the fourteenth month of the Term, royalties of TEN US
        DOLLARS (US$10.00) per Licensed Product sold, excluding in-bound sales,
        which amount shall be paid weekly, beginning January 1st, 2001; and

   (c)  In the fifteenth month to the end of the Term, royalties of FIVE US
        DOLLARS (US$5.00) per Licensed Product sold, excluding in-bound sales,
        which amount shall be paid weekly, beginning July 1st, 2001.

   The Licensee shall submit to the Licensor within five (5) days of the end of
   each week of the term of this Agreement, or any renewal thereof, a detailed
   statement of all sales and returns during the week in question.

   During the last three (3) months of the present Agreement, it is understood
   and agreed that Licensee shall hold back an amount equal to ten (10) percent
   of the amount payable during the said three (3) months under the present
   Agreement's as reserve for returns, which amount shall held In Trust by
   Licensee for the benefit of Licensor. Upon receipt of payments for the
   Licensed Products sold during the last three (3) months of the present
   Agreement, Licensee shall remit to Licensor the said reserve less returns.

   It is understood that the parties shall negotiate in good faith an amount of
   royalties payable to Licensor for Licensed Products sold through in-bound
   sales, which amount shall be payable, in addition to any other amount payable
   under the present agreement, on the total in-bound net sales starting from
   the first day of the ninth month of the Term.

   Notwithstanding the preceding and section 6 of the present agreement,
   Licensee represents and warrants to Licensor that it shall maintain and
   expand the commercialization of the Licensed Products through out-bound sales
   made either by its own employees or by independent sub-contractors.
   Consequently, Licensee undertakes to retain the services of brokers in order
   to identify, approach and recruit sub-contractors whose services shall
   retained for purpose of selling the Licensed

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   Products on out-bound sales basis, with Licensee's approval, which approval
   shall not be with-held unreasonably.

9. DURATION OF THE AGREEMENT

   This Agreement shall remain in force for a period of eighteen (18) months
   unless sooner terminated by either party under the terms and conditions as
   stated herein.

10. BOOKS, RECORDS

    Licensee agrees that it shall keep complete and accurate written books of
    accounts and records, maintained in accordance with generally accepted
    accounting principles consistently applied, at its principal place of
    business, covering all merchandise distributed and sold under the System and
    Trade Marks. Licensor at its expense, shall be entitled to appoint a duly
    qualified accounting firm (the "Licensor's Auditors") to attend at the
    offices of the Licensee during normal business hours at a time not
    inconvenient to the operation of the Licensee's business (acting reasonably)
    and upon reasonable notice during the term of this Agreement, its renewal,
    or within one hundred and twenty (120) days after the Licensee gives its
    final royalty statement upon the termination of this Agreement, for the
    purpose of auditing the Licensee's books of accounts and records and all
    other documents and materials in the possession or under the control of
    Licensee including computer records, backups, tapes, floppies, etc. and
    other electronic information storage and retrieval systems reasonably
    necessary to determine the royalties payable under this Agreement. The
    Licensor's Auditors shall keep in confidence the information and detailed
    working papers generated from such audit as they would do if they were the
    Licensee's auditors; provided that nothing herein contained shall prohibit
    such auditors from otherwise disclosing such information with the Licensee's
    consent, or disclosing such information in any action between the Licensor
    and Licensee as evidence in support of the Licensor's Auditor's conclusions
    as to royalties payable. The Licensor's Auditors shall give the Licensee all
    reasonable access to their working papers and to their conclusions before
    publishing same. As the result of that process, the Licensor's Auditors
    shall be entitled to publish to the Licensor, in accordance with generally
    accepted accounting principles and at a financial statement summary level,
    the Licensor's Auditors' conclusions as to the relevant Sales and relevant
    royalties payable thereon. If as a result of the audit, the Licensee agrees
    (or a court of competent jurisdiction determines) there is evidence to the
    effect that the Licensee had understated the royalties payable to the
    Licensor by an amount at least equal to the Licensor's Auditors' cost of
    conducting the audit, then the Licensee shall also reimburse the Licensor
    for the costs of the Licensor's Auditors incurred in the process.

11. OWNERSHIP OF THE TRADE MARKS
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                                       6

   (a)  It is understood and agreement that Licensor is the sole and exclusive
        owner of all right, title and interest in and to the System and Trade
        Marks and that Licensee shall use such System and Trade Marks as a
        licensee of Licensor,

   (b)  Licensee agrees that nothing in this Agreement shall give to Licensee
        any right, title, or interest in the System and/or Trade Marks, other
        than the license to use the System and Trade Marks; that such System and
        Trade Marks are the sole property of Licensor, that all such uses by
        Licensee of such System and Trade Marks shall enure only to the benefit
        of Licensor, and it being understood that all rights, title or interest
        relating thereto are expressly reserved by Licensor except for the
        rights being licensed hereunder;

   (c)  Licensee agrees and acknowledges that if it has obtained or obtains in
        the future, in any country, any right, title, or interest in any marks
        which are confusingly similar to the Trade Marks, (including the filing
        of any application for the Trade Marks or Service Mark registration or
        the obtaining of any issued registration), that Licensee has acted or
        will act as an agent and for the benefit of Licensor. Licensor further
        agrees to execute any and all instruments deemed by Licensor, its
        attorneys or representatives, to be necessary to transfer such right,
        title, or interest to Licensor to protect Licensor's right, title and
        interest in such marks;

12. THIRD PARTY INFRINGEMENT

    Licensee agrees to notify Licensor in writing of any infringements or
    limitations by third parties of the System and/or Trade Marks, which may
    come to Licensee attention. In the event that a third party should infringe
    upon the System and/or any of the Trade Marks rights or any other rights
    under the Agreement in the Territory, the Licensor shall, at it sole
    discretion, take whatever action it will deem necessary to protect the
    System and/or Trade Marks and concerning any action to be taken:

   (a)  Licensor shall proceed against the infringer alone, and shall bear all
        expenses alone, and Licensor shall be exclusively entitled to any
        damages recovered;

   (b)  The same provisions that apply in Sub-paragraph (a) above, shall apply
        mutatis mutandis it if is agreed that Licensee shall proceed against the
        infringer alone;

   (c)  The parties shall assist each other in any infringement action, free of
        charge;

   (d)  The Licensee shall not take any action on account of any infringement
        without first obtaining the written consent of the Licensor.

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                                   7

    In addition, and in consideration of the covenants contained herein, the
    Licensor represents and warrants that the Licensor has the full power and
    authority to grant the license hereunder to the Licensee, and the Licensor
    hereby agrees to indemnify and save harmless the Licensee from any and all
    claims, liabilities, actions, costs or expenses that the Licenseee may
    hereafter suffer or incur as the result of a claim from any other person to
    the effect that the Licensee's use of the System and Trade Marks in
    association with the Licensed Products in accordance with this Agreement
    infringes the rights of any other person.

13.  ASSIGNABILITY

    The license granted hereunder is and shall remain personal to Licensee and
    shall not be granted, assigned or otherwise conveyed by any act of Licensee
    or by operation of law, save and except to affiliated companies as
    contemplated in Section 3. Any attempt on the part of Licensee to arrange to
    sublicense or assign to any third parties its rights under this Agreement
    without the prior written approval of the Licensor shall consititue a
    material breach of this Agreement; however, such approval shall not be
    withheld without reasonable cause.

14. NO AGENCY, JOINT VENTURE PARTNERSHIP

    The Parties agree that no agency, joint venture, or partnership is created
    by this Agreement, and that neither Party shall incur any obligation in the
    name of the other without the other's prior written consent.

15. INDEMNIFICATION

    Except for claims of Trade Marks infringement or similar claims, Licensee
    will indemnify, defend or hold Licensor harmless from any and all
    liabilities, claims, obligations, suites, judgments and expenses whatsoever,
    including court costs and attorney's fees, which Licensor may incur or which
    may be asserted against Licensor and which arise or occur with respect to
    the operation of Licensee's business as it relates to the design,
    distribution, promotion, advertisement, and sale of the Licensed Products
    under the System and Trade Marks; and it is further provided that Licensor
    shall have the right to undertake and conduct the defense of any cause of
    action so brought and handle any such claim or demand. Such indemnity shall
    extend to liabilities and claims incurred after the termination of this
    Agreement but which are based on acts or events whose proximate cause arose
    during this Agreement.

16. TERMINATION
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                                   8

    The following termination rights are in addition to the termination rights
    provided elsewhere in this Agreement:

    (a) Immediate Right of Termination

    Licensor shall have the right to immediately terminate this Agreement if
    Licensee does any one of the following and Licensee fails to cure the same
    within ten (10) days following written notice thereof from Licensor or if
    same is not reasonably curable with the said delay, if the Licensee fails to
    initiate the cure of same within ten (10) days of written notice thereof
    from the Licensor and thereafter falls to diligently and continuously pursue
    the remedy;

        (i)  If the Licensee is in material breach of any of its covenants under
             this Agreement; or

        (ii) Licensee becomes subject to any voluntary or involuntary order of
             any governmental agency involving the recall of any of the Licensed
             Products because of safety, health or other hazards, or risks to
             the public; or

        (iii) In the event that Licensee shall file a voluntary petition in
             bankruptcy or be adjudicated a bankrupt or insolvent, or in the
             event of the appointment of a receiver by a Court of competent
             jurisdiction or the making of an assignment for the benefit of
             creditors, or shall seek protection from its creditors pursuant to
             the provisions of the Companies' Creditors Arrangement Act, or if a
             writ of execution is issued against Licensee or if Licensee's
             assets are seized by any person, Licensor may, at its option,
             terminate this Agreement upon no less than five (5) days' notice;
             provided, however, that such termination shall not impair or
             prejudice any right or remedy that the Licensor might otherwise
             have under this Agreement.

    (b) Right to Terminate on Notice

        (i)  It is understood that the grant of the License herein by Licensor
             is premised upon the present character and composition of
             Licensee's management and Licensee's general good standing and
             reputation in the business community, and is therefore personal to
             Licensee. In the event of the sale or transfer of a substantial
             portion of the assets of Licensee's business or of a breach of the
             terms set out in section 11 above or of a merger or consolidation
             of Licensee's business with any other entity, or in the event of
             substantial change in the control of Licensee, unless Licensor will
             have given its prior consent, which
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                                       9

             consent shall not be unreasonable withheld, to such changes in
             writing, Licensor may, at its option, terminate this Agreement on
             twenty-one (21) days written notice to Licensee;

    Upon such termination, neither party hereto shall have any further rights or
    obligations under this Agreement, save and except in respect of obligations
    which have accrued to the date of termination, and save and except in
    respect of the obligations set out in paragraph 17 hereof.

17. EFFECT OF TERMINATION

    (a)  Upon expiration or termination of this Agreement, subject to
         subparagraph (c) of this section all rights and licenses granted to
         Licensee hereunder shall immediately expire and Licensee shall
         immediately cease and desist from using the System and Trade Marks and
         shall, within thirty (30) days after expiration or termination of this
         Agreement as the case may be, furnish Licensor with a full and detailed
         written statement of the Licensed Products in its inventory on the date
         of expiration or termination (the "Inventory") and of contractual
         commitments then in effect for the manufacture and sale of the Licensed
         Products (the "Commitments"). Licensor shall have the option of
         conducting a physical inventory at the time of expiration or
         termination and/or at a later date in order to ascertain or verify such
         statement. In the event that the Licensee refuses to permit Licensor to
         conduct such physical inventory, Licensee shall forfeit its rights
         hereunder to dispose of such inventory. In addition to such forfeiture,
         Licensor shall have recourse to all other remedies available to it;


    (b)  After the expiration or termination of this Agreement, all rights
         granted to Licensee shall forthwith revert to Licensor who shall be
         free to license others to use the System and Trade Marks in connection
         with the manufacture, offering for sale, sell, advertising, promotion,
         shipment and/or distribution of the Licensed Products and Licensee
         shall refrain from further use of the System and Trade Marks or any
         further reference to them, either directly or indirectly, in connection
         with the manufacture, offering for sale, sale, advertising, promotion,
         shipment and/or distribution of Licensee's products. To this end,
         Licensee will be deemed to have automatically assigned to Licensor upon
         such expiration or termination, the System and Trade Marks, equities,
         good will, titles, and other rights in or to the Licensed Products and
         all adaptations, compilations, modifications, translations and versions
         thereof, and all other Trade Marks used in connection therewith which
         have been or may be obtained by Licensee or which may vest in Licensee
         and which have not already been assigned to Licensor. Licensee shall
         upon the expiration or termination of this Agreement and at the expense
         of the Licensor execute any

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                                       10

         instruments reasonably requested by Licensor or its legal counsel to
         accomplish or confirm the foregoing. Any such assignment shall be
         without further consideration than the mutual covenants and
         considerations of this Agreement. Licensee shall further turn over to
         Licensor all materials that reproduce the System and Trade Marks or
         shall give Licensor satisfactory evidence of their destruction.
         Licensee shall be responsible to Licensor for any damages caused by the
         unauthorized use by Licensee or by others of such materials that are
         not turned over to Licensor;

    (c)  Licensor shall have the fulfill commitments in effect at the date of
         termination and Licensor shall have the first right to purchase any
         Licensed Products in Licensee's possession that are unsold on the date
         of such expiration or termination. Should Licensor decide not to
         purchase said Licensed Products at this stage, Licensee may sell the
         same, in a manner consistent with past practices for a period of twelve
         (12) months after the expiration or termination hereof, subject to the
         payment of the relevant royalties under the present Agreement;

    (d)  Upon the termination and/or expiration of the License Agreement,
         Licensee shall cause any business registration associated with the
         Licensed Products to be changed or dissolved within a delay of sixty
         (60) days and shall provide Licensor with a certified copy of evidence
         of same within the same delay. All signs indicating the Trade Marks or
         business registration must be removed and all stationary, invoices,
         etc. must be destroyed within the same delay. Licensee undertakes not
         to convey the impression of any continued association in any way with
         the Licensor and the Licensed Products;

    (e)  Licensor may thereafter, in its sole discretion enter into such
         agreements as it deems desirable, with any other party, for the
         promotion and sale of the Licensed Products in the Territory.

18. MODIFICATION; WAIVER

    (a)  No modification of any of the terms or provisions of this Agreement
         shall be valid unless contained in a writing signed by the parties;

    (b)  No waiver by either party of a breach or a default hereunder shall be
         deemed a waiver by such party of a subsequent breach or default of a
         like or similar nature;

    (c)  Resort by Licensor to any remedies referred to in its Agreement or
         arising by reason of a breach of this Agreement by Licensee shall not
         be construed as a waiver by Licensor of its right to resort to any and
         all other legal and

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                                       11

         equitable remedies available to Licensor.

19. FORCE MAJEURE/ACT OF GOD

    Neither Licensor nor Licensee shall be liable to each other or be deemed in
    breech or default of any obligations contained in this Agreement, for any
    delay or failure to perform due to causes beyond its reasonable control,
    including but not limited to delay due to causes beyond its reasonable
    control, including but not limited to delay due to the elements, acts of
    government, acts of God, fires, floods, epidemics, embargoes, riots,
    strikes, any of the foregoing events being referred to as a "Force Majeure"
    condition. In such event, dates for performance shall be extended for the
    period of delay resulting from the Force Majeure condition. The party
    affected by a Force Majeure condition shall, as soon as practicable, notify
    the other party of the nature and extend of such condition.

20. NOTICE

    All notices, approvals, consents, requests, demands or other communications
    to be given to either party in writing may be effected by personal delivery
    or by prepaid registered mail, return receipt requested or by telefax. Such
    communication shall be addressed to Licensee and Licensor at their
    respective addresses as set forth in the preamble above (or to such other
    address as may have been transmitted in writing by the party concerned to
    the other party) and shall be effective upon actual delivery to that
    address.

21. GOVERNING LAW

    This Agreement is to be interpreted and construed in accordance with the
    laws of Barbados.

22. ENTIRE AGREEMENT

    This Agreement contains the entire understanding of the parties and there
    are no representations, warranties, promises, or undertakings other than
    those contained herein. This Agreement supersedes and cancels all previous
    agreements between the parties hereto.

23. CONFIDENTIAL INFORMATION

    Licensor and Licensee agree (and shall instruct their partners, officers,
    directors, designers, and other persons to whom disclosure is made) to keep
    all designs, manufacturing instructions, and other information relating to
    the System and Licensed Products that are not otherwise available to the
    public, whether furnished by one to the other or in way either party, as
    strictly confidential,

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                                       12

    and the same shall be used by either party solely under this Agreement and
    for the purposes of marketing of the Licensed Products. This obligation
    shall survive the termination of this Agreement.

24. BINDING EFFECT

    This Agreement shall be binding on the parties, and they each warrant that
    the undersigned are authorized to execute this Agreement on behalf of their
    respective parties.

25. SURVIVAL OF THE RIGHTS

    Notwithstanding anything to the contrary contained herein, such obligations
    which remain executory after expiration of the term of this Agreement shall
    remain in full force and effect until discharged by performance and such
    rights as pertain thereto shall remain in force until their expiration.

26. SEVERABILITY

    In the event that any term or provision of this Agreement shall for any
    reason be held to be invalid, illegal or unenforceable in any respect, such
    invalidity or unenforceability shall not affect any other term or provision
    and this Agreement shall be interpreted and construed as if such term or
    provision, to the extent the same shall have been held to be invalid,
    illegal or unenforceable, had never been contained herein.

27. CAPTIONS

    The captions used in connection with the paragraphs and subparagraphs of
    this Agreement are inserted only for purposes of reference. Such captions
    shall not be deemed to govern, limit, modify or in any other manner affect
    the scope, meaning or intent of the provisions of this Agreement or any part
    thereof nor shall such captions otherwise be given any legal effect.

28. LANGUAGE CLAUSE

    At the request of all of the Parties hereto this Agreement has been drafted
    in English. Les Presentes ont ete redige en langue anglaise a la demande
    exprese des parties.
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IN WITNESS WHEREOF, THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL TAKE
EFFECT AS OF THE DATE AND YEAR FIRST WRITTEN ABOVE.

                                        GATOR MARKETING CONCEPTS INC.


                                        Per: ________________________



                                        TELEHUBLINK CORPORATION


                                        Per:  _______________________

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                                       14

                                  SCHEDULE "A"

                               LICENSED PRODUCTS

TRIPLE-GOLD PACKAGE

Please see copy of the Clam Shell and content attached to the present
Agreement.
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                                       15

                                  SCHEDULE "B"

                                    TERRITORY

North America
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                                  SCHEDULE "C"

                                   TRADE MARKS

TRIPLE GOLD