EXHIBIT
      10.5








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**SOFTWARE
        LICENSE AGREEMENT**
 **FOR**
 **MERCHANT
        ACCOUNTING AND REPORTING SYSTEM**
 
 **SOFTWARE
        LICENSE AGREEMENT** ("Agreement") is entered into effective as of October 19, 2001 (the
“ **Effective
        Date** ”)
        by and
        among First Ecom.com, a Nevada corporation having its principal place of
        business at 80 Gloucester Road, 19 th Floor,
        Wan Chai, Hong Kong ("First Ecom"), and First Ecom Data Services Asia Limited,
        a
        Hong Kong corporation having its principal place of business at 80 Gloucester
        Road, 19 th F  loor,
        Wan
        Chai, Hong Kong (“FEDS Asia”) (First Ecom and FEDS Asia being referred to herein individually,
        jointly and collectively as “ **Licensor** ”),
        and
        Transworld Payment Solutions N.V., a Netherlands Antilles company having
        its
        offices at c/o Julianaplein No. 5, Curacao, Netherlands Antilles (“ **Licensee** ”).
 
 **1.**  **Definitions** .
        As used
        in this Agreement, the capitalized terms defined in the introductory paragraph
        shall have the meanings assigned to them therein, and the following capitalized
        terms shall
        have the meanings assigned to them below:
 
 “ **Affiliate** ”
of
        a
        person or entity means any other person or entity controlled by, controlling,
        or
        under common control with said person or entity, and “control” for this purpose
        is understood to include the ownership or voting control of more than 50%
        of the
        outstanding securities of any such person carrying the power to vote with
        respect to the direction or management of the person or entity.
 
 “ **Documentation** ”
means
        the related hard-copy or electronically reproducible technical documents
        furnished in association with the Software;
 
 “ **Media** ”
means
        the original Licensor-supplied physical materials (if any) containing the
        Software and/or Documentation;
 
 “ **Product** ”
means
        collectively the Media, Software, and Documentation, and all Software, Media
        or
        Documentation updates subsequently provided to Licensee by Licensor or its
        authorized distributor;
 
 “ **Software** ”
means
        the original computer files (including all computer programs and data stored
        in
        such files) comprising Licensor's financial transaction management and reporting
        computer software product known as "Merchant Accounting and Reporting System” or
“MARS”, and all whole or partial copies thereof, including without limitation
        all modified copies and portions merged into other programs, and further
        including any and all updates, revisions, enhancements, modifications,
        subsequent versions and other derivative works thereof developed and furnished to Licensee by or on behalf of Licensor from time
        to
        time.
 
 Other
        capitalized terms used herein shall have the meanings
        assigned to them where they first appear.
 
 **2.** **Grant
        Of License Rights.** For good and
        valuable consideration in hand received, the receipt and sufficiency of which
        are hereby acknowledged, but subject to the terms and conditions set forth
        herein, Licensor grants to Licensee and its Affiliates a paid-up royalty-free,
        non-exclusive, non-transferable, perpetual license to deploy, install, execute
        and use solely for Licensee's and/or its Affiliates' internal use as many
        copies
        of the Product, and on such number(s) and type(s) of servers, workstations
        or
        other computer hardware, and in such locations, as Licensee shall deem desirable
        from time to time. Any programs, utilities, modules or other software or
        documentation supplied by third parties and embedded in or bundled with the
        Product as furnished to Licensee by or on behalf of Licensor are hereby
        expressly included in the scope of this grant. Licensor agrees to deliver,
        promptly upon the execution and delivery of this Agreement (but not before
        November 15, 2001), no less than two (2) master copies of the Software in
        executable (machine readable) code format to Licensee on such Media as Licensee
        shall reasonably request, together with two (2) copies of the
        Documentation.
 
 ***Page
            - 2***
 
 **3.**  **Title
        And Copyright** .
        Licensor represents and warrants to Licensee that Licensor is the owner and
        holder of all rights, titles and interests in and to the Product, free and
        clear
        of all liens, charges, encumbrances, equities and claims of third parties
        of any
        description. There are no facts or alleged facts known to Licensor which
        would
        reasonably serve as a basis for any claim that Licensor does not have the
        right
        to grant the rights and licenses provided for herein. As between Licensor
        and
        Licensee, Licensee acknowledges and agrees that, except as and to the extent
        otherwise agreed in writing between the parties, all title and copyrights
        in and
        to the Product, are and will remain the property of Licensor and/or its
        affiliates and suppliers, and are protected by applicable copyright laws
        and
        applicable international copyright treaties, and that Licensor neither grants
        hereby nor otherwise transfers hereby any rights of ownership therein to
        Licensee or to any third party. Licensee will not claim or assert title to
        or
        ownership of the Product except pursuant to a written agreement expressly
        entitling Licensee to claim or assert such title or ownership. This Agreement,
        when executed and delivered by Licensor and Licensee, w ill constitute the
        valid
        and legally binding obligation of Licensor, legally enforceable against Licensor
        in accordance with its terms, subject to the effect of bankruptcy, insolvency,
        reorganization, moratorium and other similar laws relating to or affecting
        the
        rights of creditors generally, limitations imposed by applicable law or
        equitable principles upon the specific enforceability of any of the remedies,
        covenants or the provisions of this Agreement, and upon the availability
        of
        injunctive relief or other equitable remedies.
 
 **4.**  **Restrictions.** Licensee
        will not remove or alter any copyright or, proprietary notice from copies
        of the
        Product. Except in accordance with the terms of this Agreement or any other
        express written agreement between the parties, Licensee agrees (a) not to
        decompile, disassemble, reverse engineer or otherwise attempt to derive the
        Software’s source code from object code except to the extent expressly permitted
        by applicable law or treaty despite this limitation; (b) not to sell, rent,
        lease, license, sub-license, display, modify, time share, outsource or otherwise
        transfer the Product to, or , permit the use of the Product by, any third
        party
        not an Affiliate of Licensee, *provided,* without
        limiting the scope of the license grant hereinabove stated, it is understood
        and
        agreed that this Agreement permits the use of the Product by Licensee and
        its
        Affiliates in support of services rendered to their customers in the normal
        course of their trade or business; and (c) to use reasonable care and protection
        to prevent the unauthorized use, copying, publication or dissemination of
        the
        Product. Licensor has the right to obtain injunctive relief against any actual
        or threatened violation of these restrictions, in addition to any other
        available remedies.
 
 **5.**  **Taxes
        And Addition Charges.** All
        license fees paid or payable by the Licensee for the license granted hereunder
        (this "License") do not include, and Licensor will be responsible for, any
        and
        all taxes, duties, levies, tariffs, and other governmental charges now or
        hereafter imposed by any governmental authority on the purchase or sale of
        this
        License or the use or possession of the Product by Licensee and/or its
        Affiliates; provided, that Licensee will be responsible for its own corporate
        franchise taxes and taxes based upon its own net income.
 
 **6.**  **Limited
        Warranty.** Licensor
        warrants to Licensee that, for a period of ninety (90) days from the Effective
        Date, (i) the Documentation and Media will be, under normal use, free from
        physical defects, and (ii) the Software will perform in substantial accordance
        with the operating specifications contained in the Documentation that is
        most
        current at the Effective Date. If Licensee notifies Licensor within said
        ninety-day period of its belief that either of these warranties has been
        breached, including a description of the nature or circumstances of such
        breach,
        Licensor will be obligated to use reasonable efforts to remedy the defect(s)
        in
        question within a reasonable period of time or, at Licensor’s option, to replace
        the defective Product component at no additional charge. Licensor, it’s
        authorized distributors and its suppliers do not warrant that the Product
        will
        satisfy Licensee’s requirements, that the operation of the Product will be
        uninterrupted or error free, or that all software defects can be corrected.
        This
        warranty will be void if: (i) the Product is not used in accordance with
        the
        instructions set out in the Documentation, (ii) a Product defect has been
        caused
        by any of Licensee's or a third party's malfunctioning equipment, or (iii)
        Licensee has made modifications to the Product not expressly authorized in
        writing by Licensor.
 
 **7.**  **Indemnification
        For Infringement.** Licensor
        will defend or settle, at its own expense any claim against Licensee by a
        third
        party asserting that Licensee's and/or its Affiliates’ use of the Product within
        the scope of this Agreement violates such third party’s patent, copyright,
        trademark, trade -secret or other proprietary rights, and will indemnify
        Licensee against any damages finally awarded against Licensee arising out
        of
        such claim. Licensee will promptly notify Licensor in writing after first
        receiving notice of any such claim, and Licensor will have sole control of
        the
        defense of any action and all negotiations for its settlement or compromise,
        with Licensee's reasonable assistance; provided, that Licensee's approval
        in
        writing shall be required of any settlement or compromise involving any
        admission of fault or wrongdoing on the part of Licensee, and provided, further,
        that Licensee may at Licensor's cost and expense take responsibility for
        its own
        defense if and to the extent that Licensee has any reasonable doubt as to
        the
        ability or willingness of Licensor to fund such defense or any award, settlement
        or compromise arising therefrom. Licensor will not be liable for any costs
        or
        expenditures incurred by Licensee without Licensor's prior written consent
        except insofar as Licensee reasonably determines that it is necessary or
        appropriate to incur such costs and expenses in order to preserve its legal
        or
        equitable rights and remedies, protect it from further such claims, or minimize
        the losses associated with claims so made. If an order is obtained against
        Licensee’s and/or its Affiliates’ use of the Product by reason of any claimed
        infringement, or if in Licensor's opinion the Product is likely to become
        the
        subject of such a claim, Licensor will, at its option and expense, and in
        addition to any other rights and remedies available to Licensee hereunder,
        either (i) procure for Licensee the right to continue using the Product,
        or (ii)
        modify or replace the Product with a compatible, functionally equivalent,
        non-infringing Product.
 
 ***Page
            - 3***
 
 **8.**  **Support.** Contemporaneously
        with the execution of this Agreement, Licensor and Licensee are entering
        into an
        End User Support Agreement under which Licensor will provide ongoing support
        and
        maintenance beyond the scope and time limits of the warranty period set forth
        in
        Section 6 above, which End User Support Agreement sets forth the terms and
        conditions under which Licensee will be entitled to receive such Product
        updates
        and other Product support as may be provided for therein. Notwithstanding
        the
        foregoing, however, it is understood and agreed that, for purposes of this
        Agreement, the Software to which the license granted herein pertains includes
        both the first and second versions of the "MARS" product as well as the
        java-enabled version combined with Licensor's "payment gateway" product
        currently in development. Accordingly, regardless of the terms of the particular
        agreement entered into by the parties as described above, Licensor hereby
        agrees
        to furnish to Licensee at no additional charge the java-enabled version of
        the
        Software when available.
 
 **9.**  **Successors**  **And
        Assigns** .
        This
        Agreement will be binding upon and inure to the benefit of each of the parties
        and their respective successors and assigns; provided, however, that Licensee
        may not assign or sublicense this Agreement in whole or in part to any person
        or
        entity not an Affiliate of Licensee without the prior written consent of
        Licensor, and any assignment or sublicense attempted without such consent
        will
        be void.
 
 **10.**  **Governing
        Law.** This
        agreement will be governed by and construed in accordance with the laws of
        Bermuda, without regard to conflicts of law principles.
 
 **11.**  **Miscellaneous** .
 
 (a)  Each
        party is an independent contractor under this Agreement, and nothing herein
        will
        be construed to create any partnership, joint venture, or agency relationship
        parties between the parties hereto. Any use of the term "partner" in any
        communication by or between the parties or on their individual or joint behalf
        or in any trademark or service mark to describe their relationship is intended
        solely in the colloquial sense of a valued business relationship, and does
        not
        indicate the existence of or an offer to enter into a legal partnership,
        joint
        agency or other relationship involving common ownership or joint and/or several
        liability with one another and/or any of their Affiliates. Neither party
        will
        incur any debt or make any express or implied agreement, guarantee, warranty
        or
        representation in the name or on behalf of the other without the other's
        express
        written authorization, and each party will be responsible for its own costs
        and
        expenses incurred in connection with this Agreement. No failure or delay
        by
        either party in exercising any right, power or privilege hereunder will operate
        as a waiver thereof, nor will any single or partial exercise thereof preclude
        any other or further exercise thereof or the exercise of any right, power
        or
        privilege hereunder. No remedy expressly provided in this Agreement for a
        breach
        will be the sole or exclusive remedy for such breach, and each party hereby
        reserves to itself, in addition to the remedies expressly provided to it
        in this
        Agreement, all remedies available to it under law and at equity. This Agreement
        may be amended, modified or waived only by a subsequent writing that
        specifically refers to this Agreement and that is signed by both parties,
        and no
        other act, document, usage, or custom will be deemed to amend this Agreement.
        Headings in this Agreement are for convenience of reference only and will
        not
        affect the construction or interpretation of this Agreement. If any provision
        or
        provisions of this Agreement will be held, for any reason to be illegal,
        invalid
        or unenforceable in any circumstance, the remaining provisions will nonetheless
        be legal, valid and enforceable provisions, and the affected provision will
        remain legal, valid and enforceable in other circumstances. The terms of
        this
        Agreement that expressly or by implication are intended to continue beyond
        its
        termination will survive any such termination. Under local law and treaties,
        the
        restrictions and limitations of this Agreement may not apply to Licensee;
        Licensee may have other rights and remedies, and be subject to other
        restrictions and limitations.
 
 (b)  IN
        NO
        EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THE LAW OF TORT, CONTRACT
        OR OTHERWISE, AND INCLUDING AS A RESULT OF NEGLIGENCE, FOR SPECIAL, INCIDENTAL,
        INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
        PERFORMANCE OR NON-PERFORMANCE HEREOF (EVEN IF THE RESPONSIBLE PARTY HAS
        BEEN
        ADVISED OF OR FORESEES A POSSIBILITY OF ANY SUCH DAMAGES OCCURRING), INCLUDING
        BUT NOT LIMITED TO LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED PROFITS
        OR
        SAVINGS, OR LOSS OF DATA.
 
 (c)  Neither
        party hereto shall be held liable hereunder for any default arising from
        the
        delay in the performance of its obligations hereunder to the extent that
        such
        default or delay:
 (i)
              is
                  caused directly by an event beyond the reasonable control of the
                  defaulting or delaying party (the "Non-performing Party"), such
                  as, but
                  not restricted to, fire, flood, earthquake, elements of nature,
                  acts of
                  war, terrorism, riots, civil disorders, rebellions or revolutions,
                  strikes, lockouts or labor difficulties; and
 
 (ii)
              could
                  not have been prevented by reasonable precautions and cannot possibly
                  be
                  circumvented by the Non-performing Party through the use of commercially
                  reasonable alternative sources, work-around plans or other means;
                  (a
                  “Force Majeure Event”). The Non-performing Party will be excused from any
                  further performance of the obligations affected by such Force Majeure
                  Event for as long as the Force Majeure Event continues and the
                  Non-Performing Party continues to use its reasonable efforts to
                  recommence
                  performance. The Non-performing Party shall immediately notify
                  the other
                  party by telephone (to be confirmed in writing within five (5)
                  days of the
                  inception of the Force Majeure Event) and describe at a reasonable
                  level
                  of detail the circumstances causing such default or delay. During
                  the
                  continuance of a Force Majeure Event affecting Licensor, Licensee
                  shall
                  continue to pay Licensor’s charges for professional services actually
                  rendered and expenses incurred in the actual performance of such
                  services
                  in accordance with this Agreement. Notwithstanding any other provision
                  hereof, this clause (c) will not excuse a breach of any purely
                  monetary
                  obligation.
  
 ***Page
            - 4***
 
 **12.**  **Joint
        and Several Responsibility.** Each
        of
        First Ecom and FEDS Asia acknowledge and agree that they are entering into
        this
        Agreement, and that they make the representations, warranties, covenants,
        agreements, indemnities and other undertakings and responsibilities of Licensor
        set forth herein, jointly and severally, with full recourse on the part of
        Licensee to either or both of them for the obligations and undertakings of
        Licensor contained herein. In this respect, each of First Ecom and FEDS Asia
        joins in this Agreement as primary obligor and not as surety, and Licensee
        shall
        not be required to proceed first against or exhaust its remedies against
        either
        of First Ecom or FEDS Asia as a condition to pr proceeding hereunder against
        the
        other with respect to any claim arising hereunder. Further, each of First
        Ecom
        and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its
        agent and attorney-in-fact for the giving or receipt of all notices or payments,
        the granting of all consents, approvals, or waivers, and the taking of all
        such
        other actions and making of all such other elections and/or decisions as
        shall
        be explicitly or implicitly provided or permitted herein to be given, received,
        granted, taken or made by or on behalf of Licensor or either of them (it
        being
        understood that omitting to take any action or make any election or decision
        shall be deemed the taking of an action or the making of any election or
        decision for this purpose), and to do all such acts and things as may in
        the
        opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
        for the purposes thereof, or in connection therewith, and Licensee shall
        be
        entitled to rely conclusively on any of the foregoing as the action, decision
        or
        election, as the case may be, of each and both of First Ecom and FEDS Asia.
        Each
        of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
        a
        power coupled with an interest and shall be binding upon its successors and
        assigns. Any payments received by First Ecom hereunder that properly belong
        to
        FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia,
        and
        FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee
        for
        any amounts payable to FEDS Asia that Licensee pays to First Ecom.
 
 **LICENSOR:**
 
 **FIRST
        ECOM.COM, INC.**     **FIRST
        ECOM DATA SERVICES**
 **ASIA
        LIMITED**
 
 By:*/s/
        Kenneth G.C. Telford*     By:*/s/
        Kenneth G.C. Telford*
 Name:
        Kenneth G.C. Telford     Name:
        Kenneth G.C. Telford
 Title:
        Secretary       Title:
        Secretary
 
  **-** **-**
 ***Page
            - 5***
  
 
 **LICENSEE:**
 
 
 **TRANSWORLD
        PAYMENT SOLUTIONS N.V.**
 
 
 By:*/s/
        John Chr. M.A.M. Deuss*
 Name:
        John Chr. M.A.M. Deuss
 Title:
        Managing Director
 
 
 
 
 
 **[END
        OF DOCUMENT]**
 
 ***Page
            - 6***




**SOFTWARE
        LICENSE AGREEMENT**
 **FOR**
 **PAYMENT
        GATEWAY**
 
 **THIS
        SOFTWARE LICENSE AGREEMENT (“Agreement”)** is
        entered into effective as of October 19, 2001 (the “ **Effective
        Date** ”)
        by and
        among First Ecom.com, Inc., a Nevada corporation having its principal place
        of
        business at 80 Gloucester Road, 19 th Floor,
        Wan Chai, Hong Kong ("First Ecom"), and First Ecom Data Services Asia Limited,
        a
        Hong Kong corporation having its principal place of business at 80 Gloucester
        Road, 19 th Floor,
        Wan Chai, Hong Kong ("FEDS Asia")(First Ecom and FEDS Asia being referred
        to
        herein individually, jointly and collectively as "Licensor"), and Transworld
        Payment Solutions N.V., a Netherlands Antilles company having its offices
        at c/o
        Julianaplein No. 5, Curacao, Netherlands Antilles ("Licensee").
  **1.**  **Definitions** .
        As used
        in this Agreement, the capitalized terms defined in the introductory paragraph
        shall have the meanings assigned to them therein, and the following capitalized
        terms shall have the meanings assigned to them below:
 
 “ **Affiliate** ”
of
        a
        person or entity means any other person or entity controlled by, controlling,
        or
        under common control with said person or entity, and “control” for this purpose
        is understood to include the ownership or voting control of more than 50%
        of the
        outstanding securities of any such person carrying the power to vote with
        respect to the direction or management of the person or entity.
 
 “ **Documentation** ” **** means
        the
        related hard-copy or electronically reproducible technical documents furnished
        in association with the Software;
 
 “ **Media** ”
means
        the original Licensor-supplied physical materials (if any) containing the
        Software and/or Documentation;
 
 “ **Product** ”
means
        collectively the Media, Software, and Documentation, and all Software, Media
        or
        Documentation updates subsequently provided to Licensee by Licenosr or its
        authorized distributor;
 
 ***Page
            - 7***
 
 “ **Software** ”
means
        the original computer files (including all computer programs and data stored
        in
        such files) comprising Licensor's "Payment Gateway" computer software product
        and all whole or partial copies thereof, which product consists of an electronic
        internet payment gateway that translates various types of financial transaction
        data, including but not limited to transaction data originating from credit,
        debit and check payment methods, into a format that can be read by the
        processing system or systems proprietary to First Ecommerce Data Services
        Limited, including without limitation modified copies and portions merged
        into
        other programs, and further including any and all updates, revisions,
        enhancements, modifications, subsequent versions and other derivative works
        thereof developed and furnished to Licensee by or on behalf of Licensor from
        time to time.
 
 Other
        capitalized terms used herein shall have the meanings assigned to them where
        they first appear.
 
 **2.**  **Grant
        Of License Rights.** For
        good
        and valuable consideration in hand received, the receipt and sufficiency
        of
        which are hereby acknowledged, but subject to the terms and conditions set
        forth
        herein, Licensor grants to Licensee and its Affiliates a paid-up, royalty-free,
        non-exclusive, transferable, perpetual license to deploy, install, execute
        and
        use solely for Licensee's and/or its Affiliates' internal use as many copies
        of
        the Product, and on such number (s) and type(s) of servers, workstations
        or
        other computer hardware, and in such locations, as Licensee shall deem desirable
        from time to time. Any programs, utilities, modules or other software or
        documentation supplied by third parties and embedded in or bundled with the
        Product as furnished to Licensee by or on behalf of Licensor are hereby
        expressly included in the scope of this grant. It is understood and agreed
        that
        this Agreement permits the transfer by Licensee of its rights hereunder to
        third
        parties. Licensor agrees to deliver, promptly upon the execution and delivery
        of
        this Agreement (but not before November 15, 2001), no less than two (2) master
        copies of the Software in executable (machine readable) code format to Licensee
        of such Media as Licensee shall reasonably request, together with two (2)
        copies
        of the Documentation.
  
 **3.**  **Title
        And Copyright** .
        Licensor represents and warrants to Licensee that Licensor is the owner and
        holder of all rights, titles and interests in and to the Product, free and
        clear
        of all liens, charges, encumbrances, equities and claims of third parties
        of any
        description. There are no facts or alleged facts known to Licensor which
        would
        reasonably serve as a basis for any claim that Licensor does not have the
        right
        to grant the rights and licenses provided for herein. As between Licensor
        and
        Licensee, Licensee acknowledges and agrees that, except as and to the extent
        otherwise agreed in writing between the parties, all title and copyrights
        in and
        to the Product, are and will remain, are and will remain the property of
        the
        Licensor and/or its affiliates and suppliers, and are protected by applicable
        copyright laws, and applicable international copyright treaties, and that
        Licensor neither grants hereby nor otherwise transfers hereby any rights
        of
        ownership therein to Licensee or to any third party. Licensee will not claim
        or
        assert title to or ownership of the Product except pursuant to a written
        agreement expressly entitling Licensee to claim or assert such title or
        ownership. This Agreement, when executed and delivered by Licensor and Licensee,
        will constitute the valid and legally binding obligation of Licensor, legally
        enforceable against Licensor in accordance with its terms, subject to the
        effect
        of bankruptcy, insolvency, reorganization, moratorium and other similar laws
        relating to or affecting the rights of creditors generally, limitations imposed
        by applicable law or equitable principles upon the specific enforceability
        of
        any of the remedies, covenants or other provisions of this Agreement, and
        upon
        the availability of injunctive relief or other equitable remedies.
 
 **4.**  **Restrictions** .
        Licensee will not remove or alter any copyright or proprietary notice from
        copies of the Product. Except in accordance with the terms of this Agreement
        or
        any other express written agreement between the parties, Licensee agrees
        (a) not
        to decompile, disassemble, reverse engineer or otherwise attempt to derive
        the
        Software’s source code from object code except to the extent expressly permitted
        by applicable law or treaty despite this limitation; and (b) to use reasonable
        care and protection to prevent the unauthorized use, copying, publication
        or
        dissemination of the Product. Licensor has the right to obtain injunctive
        relief
        against any actual or threatened violation of these restrictions, in addition
        to
        any other available remedies.
 
  **5.**  **Taxes
        And Additional Charges** .
        All
        license fees paid or payable by the Licensee for the license granted hereunder
        (this "License") do not include, and Licensor will be responsible for, any
        and
        all taxes, duties, levies, tariffs, and other governmental charges now or
        hereafter imposed by any governmental authority on the purchase or sale of
        this
        License or the use or possession of the Product by Licensee and/or its
        Affiliates; provided, that Licensee will be responsible for its own corporate
        franchise taxes and taxes based upon its own net income.
  
 ***Page
            - 8***
  **6.**  **Limited
        Warranty.** Licensor
        warrants to Licensee that, for a period of ninety (90) days from the Effective
        Date, (i) the Documentation and Media will be, under normal use, free from
        physical defects, and (ii) the Software will perform in substantial accordance
        with the operating specifications contained in the Documentation that is
        most
        current at the Effective Date. If Licensee notifies Licensor within said
        ninety-day period of its belief that that either of these warranties has
        been
        breached, including a description of nature or circumstances of such breach,
        Licensor will be obligated to use reasonable efforts to remedy the defect(s)
        in
        question within a reasonable period of time or, at Licensor’s option, to replace
        the defective Product component at no additional charge. Licensor, its
        authorized distributors and its suppliers do not warrant that the Product
        will
        satisfy Licensee’s requirements, that the operation of the Product will be
        uninterrupted or error free, or that all software defects can be corrected.
        This
        warranty will be void if: (i) the Product is not used in accordance with
        the
        instructions set out in the Documentation, (ii) a Product defect has been
        caused
        by any of Licensee's or a third party's malfunctioning equipment, or (iii)
        Licensee has made modifications to the Product not expressly authorized in
        writing by Licensor.
 
 **7.**  **Indemnification
        For Infringement** .
        Licensor will defend or settle, at its own expense, any claim against Licensee
        by a third party asserting that Licensee's and/or its Affiliates’ use of the
        Product within the scope of this Agreement violates such third party’s patent,
        copyright, trademark, trade secret or other proprietary rights, and will
        indemnify Licensee against any damages finally awarded against Licensee arising
        out of such claimi. Licensee will promptly notify Licensor in writing after
        first receiving notice of any such claim, and Licensor will have sole control
        of
        the defense of any action and all negotiations for its settlement or compromise,
        with Licensee's reasonable assistance; provided, that Licensee’s approval in
        writing shall be required of any settlement or compromise involving any
        admission of fault or wrongdoing on the part of Licensee, and provided, further,
        that Licensee may at Licensor's cost and expense take responsibility for
        its own
        defense if and to the extent that Licensee has any reasonable doubt as to
        the
        ability or willingness of Licensor to fund such defense or any award, settlement
        or compromise arising therefrom. Licensor will not be liable for any costs
        or
        expenditures incurred by Licensee without Licensor's prior written consent
        except insofar as Licensee reasonably determines that it is necessary or
        appropriate to incur such costs and expenses in order to preserve its legal
        or
        equitable rights and remedies, protect it from further such claims, or minimize
        the losses associated with claims so made. If an order is obtained against
        Licensee’s and/or its Affiliates' use of the Product by reason of any claimed
        infringement, or if in Licensor's opinion the Product is likely to become
        the
        subject of such a claim, Licensor will, at its option and expense, and in
        addition to any other rights s available to Licensee hereunder, either (i)
        procure for Licensee the right to ing the Product, or (ii) modify or replace
        the
        Product with a compatible, equivalent, non-infringing Product.
 
 **8.**  **Support** .
        Contemporaneously with the execution of this Agreement, Licensor and Licensee
        are entering into an End User Support Agreement under which Licensor will
        provide ongoing support and maintenance beyond the scope and time limits
        of the
        warranty period set forth in Section 6 above, which End User Support Agreement
        sets forth the terms and conditions under which Licensee will be entitled
        to
        receive such Product updates and other Product support as may be provided
        for
        therein. Notwithstanding the foregoing, however, it is understood and agreed
        that, for purposes of this Agreement, the Software to which the license granted
        herein pertains includes both the first and second versions of the “Payment
        Gateway” product as well as the java-enable version combined with Licensor's
        "MARS" product currently in development. Accordingly, regardless of the terms
        of
        the particular agreement entered into by the parties as described above,
        Licensor hereby agrees to furnish to Licensee at no additional charge the
        java-enabled version of the Software when available.
 
 **9.**  **Successors
        And Assigns** .
        This
        Agreement will be binding upon and inure to the benefit of each of the parties
        and their respective successors and assigns; provided, however, that Licensee
        may not assign or sublicense this Agreement in whole or in part to any person
        or
        entity not an Affiliate of Licensee without the prior, written consent of
        Licensor, and any assignment or sublicense attempted without such consent
        will
        be void.
 
 **10.**  **Governing
        Law** .
        This
        agreement will be governed by and construed in accordance with the laws of
        Bermuda, without regard to conflicts of law principles.
 
 **11.**  **Miscellaneous.**
 
 (a)  Each
        party is an independent contractor under this Agreement, and nothing herein
        will
        be construed to create any partnership, joint venture, or agency relationship
        between the parties hereto. Any use of the term "partner" in any communication
        by or between the parties or on their individual or joint behalf or in any
        trademark or service mark to describe their relationship is intended solely
        in
        the colloquial sense of a valued business relationship, and does not indicate
        the existence of or an offer to enter into a legal partnership, joint agency
        or
        other relationship involving common ownership or joint and/or several liability
        with one another and/or any of their Affiliates. Neither party will incur
        any
        debt or make any express or implied agreement, guarantee, warranty or
        representation, in the name or on behalf of the other without the other’s
        express written authorization, and each party will be responsible for its
        own
        costs and expenses incurred in connection with this Agreement. No failure
        or
        delay by either party in exercising any right, power or privilege hereunder
        will
        operate as a waiver thereof, nor will any single or partial exercise thereof
        preclude any other or further exercise thereof or the exercise of any right,
        power or priviledge hereunder. No remedy expressly provided in this Agreement
        for a breach will be the sole or exclusive remedy for such breach, and each
        party hereby reserves to itself, in addition to the remedies expressly provided
        to it in this Agreement, all remedies available to it under law and at equity.
        This Agreement may be amended, modified or waived only by a subsequent writing
        that specifically refers to this Agreement and that is signed by both parties,
        and no other act, document, usage, or custom wil1 be deemed to amend this
        Agreement. Headings in this Agreement are for convenience of reference only
        and
        will not affect the construction or interpretation of this Agreement. If
        any
        provision or provisions of this Agreement will be held, for any-reason, to
        be
        illegal, invalid or unenforceable in any circumstance, the remaining provisions
        will nonetheless be legal, valid and enforceable provisions, and the affected
        provision will remain legal, valid and enforceable in other circumstances.
        The
        terms of this Agreement that expressly or by implication are intended to
        continue beyond its termination will survive any such termination. Under
        local
        law and treaties, the restrictions and limitations of this Agreement may
        not
        apply to Licensee; Licensee may have other rights and remedies, and by subject
        to other restrictions and limitations.
 
 ***Page
            - 9***
  (b)  IN
        NO
        EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER
        UNDER THE LAW OF TORT, CONTRACT OR OTHERWISE, AND INCLUDING AS A RESULT OF
        NEGLIGENCE, FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING
        OUT OF THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE HEREOF EVEN IF
        THE
        RESPONSIBLE PARTY HAS BEEN ADVISED OF OR FORESEES A POSSIBILITY OF ANY SUCH
        DAMAGES OCCURRING), INCLUDING BUT NOT LIMITED TO LOST BUSINESS REVENUE, FAILURE
        TO REALIZE EXPECTED PROFITS OR SAVINGS OR LOSS OF DATA.
 
 (c)  neither
        party hereto shall be held liable hereunder for any default arising
 from
        the
        delay in the performance of its obligations hereunder to the extent that
        such
        default or delay:
 (i)  is
        caused
        directly by an event beyond the reasonable control of the defaulting or delaying
        party (the "Non-performing Party"), such as, but not restricted to, fire,
        flood,
        earthquake, elements of nature, acts of war, terrorism, riots, civil disorders,
        rebellions or revolutions, strikes, lockouts or labor difficulties; and
  (ii)  could
        not
        have been prevented by reasonable precautions and cannot possibly be
        circumvented by the Non-performing Party through the use of commercially
        reasonable alternative sources, work-around plans or other means; (“Force
        Majeure Event”). The Non-performing Party will be excused from any further
        performance of the obligations affected by such Force Majeure Event for as
        long
        as the Force Majeure Event continues and the Non-Performing Party continues
        to
        use its reasonable efforts to  recommence
        performance.  The
        Non-performing Party shall immediately notify the other party by telephone
        (to
        be confirmed in writing within five (5) days of the inception of the Force
        Majeure Event) and describe at a reasonable level of detail the circumstances
        causing such default or delay. During the continuance of a Force Majeure
        Event
        affecting Licensor, Licensee shall continue to pay Licensor's charges for
        professional services actually rendered and expenses incurred in the actual
        performance of such services in accordance with this Agreement. Notwithstanding
        any other provision hereof, this clause (c) will not excuse a breach of any
        purely monetary obligation.
 
 **12.**  **Joint
        and Several Responsibility** .
        Each of
        First Ecom and PEDS Asia acknowledge and agree that they are entering into
        this
        Agreement, and that they make the representations, warranties, covenants,
        agreements, indemnities and other undertakings and responsibilities of Licensor
        set forth herein, jointly and severally, with full recourse on the part of
        Licensee to either or both of them for the obligations and undertakings of
        Licensor contained herein. In this respect, each of First Ecom and FEDS Asia
        joins in this Agreement as primary obligor and not as surety, and Licensee
        shall
        not be required to proceed first against or exhaust its remedies against
        either
        of First Ecom or FEDS Asia as a condition to proceeding hereunder against
        the
        other with respect to any claim arising hereunder. Further, each of First
        Ecom
        and FEDS Asia hereby irrevocably and exclusively appoints First Ecom as its
        agent and attorney-in-fact for the giving or receipt of all notices or payments,
        the granting of all consents, approvals, or waivers, and the taking of all
        such
        other actions and making of all such other elections and/or decisions as
        shall
        be explicitly or implicitly provided or permitted herein to be given, received,
        granted, taken or made by or on behalf of Licensor or either of them (it
        being
        understood that omitting to take any action or make any election or decision
        shall be deemed the taking of an action or the making of any election or
        decision for this purpose), and to do all such acts and things as may in
        the
        opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
        for the purposes thereof, or in connection therewith, and Licensee shall
        be
        entitled to rely conclusively on any of the foregoing as the action, decision
        or
        election, as the case may be, of each and both of First Ecom and FEDS Asia.
        Each
        of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
        a
        power coupled with an interest and shall be binding upon its successors and
        assigns. Any payments received by First Ecom hereunder that properly belong
        to
        FEDS Asia shall be held by First Ecom in trust for the benefit of FEDS Asia,
        and
        FEDS Asia hereby releases, discharges and agrees to hold harmless Licensee
        for
        any amounts payable to FEDS Asia that Licensee pays to First Ecom.
 
 **LICENSOR:**
 
 **FIRST
        ECOM.COM, INC.**     **FIRST
        ECOM DATA SERVICES**
 **ASIA
        LIMITED**
 
 By:*/s/
        Kenneth G.C. Telford*     By:*/s/
        Kenneth G.C. Telford*
 Name:
        Kenneth G.C. Telford     Name:
        Kenneth G.C. Telford
 Title:
        Secretary       Title:
        Secretary
 
 
 
 **LICENSEE:**
 
 
 **TRANSWORLD
        PAYMENT SOLUTIONS N.V.**
 
 
 By:*/s/
        John Chr. M.A.M. Deuss*
 Name:
        John Chr. M.A.M. Deuss
 Title:
        Managing Director


***Page
          - 10***




**SOFTWARE
        DEVELOPMENT LICENSE AGREEMENT**
 
 This **SOFTWARE
        DEVELOPMENT LICENSE AGREEMENT** (“ **Agreement** ”)
        is
        entered into effective as of October 19, 2001 (the “ **Effective
        Date** ”)
        by and
        among First Ecom.com, Inc., a Nevada corporation having its principal place
        of
        business at 80 Gloucester Road, 19th Floor, Wan Chai, Hong Kong (“First Ecom”),
        and First Ecom Data Services Asia Limited, a Hong Kong corporation having
        its
        principal place of business at 80 Gloucester Road, 19th Floor, Wan Chai,
        Hong
        Kong (“FEDS Asia”)( First Ecom and FEDS Asia being referred to herein
        individually, jointly and collectively as “ **Licensor** ”),
        and
        Transworld Payment Solutions N.V., a Netherlands Antilles company having
        its
        offices at c/o Julianaplein No. 5, Curacao, Netherlands Antilles (“ **Licensee** ”)
        .
 
 **1.**  **Definitions** .
        As used
        in this Agreement, the capitalized terms defined in the introductory paragraph
        shall have the meanings assigned to them therein, and the following capitalized
        terms shall have the meanings assigned to them below:
 
 “ **Affiliate** ”
of
        a
        person or entity means any other person or entity controlled by, controlling,
        or
        under common control with said person or entity, and "control" for this purpose
        is understood to include the ownership or voting control of more than 50%
        of the
        outstanding securities of any such person carrying the power to vote with
        respect to the direction or management of the person or entity;
 
 “ **Documentation** ”
means
        the related hard-copy or electronically reproducible technical documents
        created
        in the course of the development of the Software, including without limitation
        all specifications, instructions, technical descriptions, manuals, flow,
        charts,
        pseudo-code, state diagrams, interim versions of programs or parts thereof,
        comments to source code, or other tangible notes or records pertaining to
        the
        Software's development;
 
 “ **Media** ”
means
        the original Licensor-supplied physical materials (if any) containing the
        Software and/or Documentation;
 
 “ **Product** ”
means
        collectively the Media, Software and Documentation, and all Software, Media
        or
        Documentation updates subsequently provided to the Licensee by Licensor or
        its
        authorized distributor;
 
 “ **Software** ”
means
        the original computer files (including all computer programs and data stored
        in
        such files) comprising (i) Licensor’s financial transaction management and
        reporting computer software product known as “Merchant Accounting and Reporting
        system or “MARS”, and system or “MARS”, and (ii) Licensor's “Payment Gateway”
computer software product, which product consists of an electronic internet
        payment gateway that translates various types of financial transaction data,
        including but not limited to transaction data originating from credit, debit
        and
        check payment methods, into a format that can be read by the processing system
        or systems proprietary to First Ecommerce Data Services Limited, and all
        whole
        or partial copies thereof, including without limitation modified copies and
        portions merged into other programs, and further including any and all updates,
        revisions, enhancements, modifications, subsequent versions and other derivative
        works thereof developed and furnished to Licensee by or on behalf of Licensor
        from time to time.
 
 Other
        capitalized terms used herein shall have the meanings assigned to them where
        they first appear.
  
 **2.**  **Grant
        Of License Rights.** For
        good
        and valuable consideration in hand received, the receipt and sufficiency
        of
        which are hereby acknowledged, but subject to the terms and conditions set
        forth
        herein, Licensor grants to Licensee and its Affiliates a paid-up, royalty-free,
        non-exclusive, non-transferable, perpetual license to revise, modify, enhance
        and otherwise develop derivative works of the Product. Licensor agrees to
        deliver promptly upon the execution and delivery of this Agreement (but not
        before November 15, 200l), no less than two (2) master copies of the Software
        in
        source (human readable) code format to Licensee on such Media as Licensee
        shall
        reasonably request, together with two (2) copies of the Documentation, including
        without limitation all relevant third party development toolkits and
        licenses.
 
 **3.**  **Title
        And Copyright.** Licensor
        represents and warrants to Licensee that Licensor is the owner and holder
        of all
        rights, titles and interests in and to the Product, free and clear of all
        liens,
        charges, encumbrances, equities and claims of third parties of any description.
        There are no facts or alleged facts known to Licensor which would reasonably
        serve as a basis for any claim that Licensor does not have the right to grant
        the rights and licenses provided for herein. As between Licensor and Licensee,
        Licensee acknowledges and agrees that, except as and to the extent otherwise
        agreed in writing between the parties, all title and copyrights in and to
        the
        Product, including without limitation the original code or other copyrightable
        material embedded in any derivative works thereof created by or on behalf
        of
        Licensee pursuant to this Agreement, are and will remain the property of
        Licensor and/or its affiliates and suppliers, and are protected by applicable
        copyright laws, and applicable international copyright treaties, and that
        Licensor neither grants hereby nor otherwise transfers hereby any rights
        of
        ownership therein to Licensee or to any third party; provided, however, that
        any
        incremental additional code or other copyrightable material created by or
        for
        Licensee or its Affiliates shall be the property of Licensee or its Affiliates,
        as applicable, and shall not be subject to the restrictions set forth herein
        except to the extent such incremental material incorporates, is embedded
        in or
        bundled with the Product. Licensee will not claim or assert title to or
        ownership of the Product except pursuant to a written agreement expressly
        entitling Licensee to claim or assert such title or ownership. This Agreement,
        when executed and delivered by Licensor and Licensee, will constitute the
        valid
        and legally binding obligation of Licensor, legally enforceable against Licensor
        in accordance with its terms, subject to the effect of bankruptcy, insolvency,
        reorganization, moratorium and other similar laws relating to or affecting
        the
        rights of creditors generally, limitations imposed by applicable law or
        equitable principles upon the specific enforceability of any remedies, covenants
        or other provisions of this Agreement, and upon the availability of injunctive
        relief or other equitable remedies.
 
 ***Page
            - 11***
  **4.**  **Restrictions.** Licensee
        will not remove or alter any copyright or proprietary notice from copies
        of the
        Product. Except in accordance with the terms of this Agreement or any other
        express written agreement between the parties, Licensee agrees (a) not to
        sell,
        rent, lease, license, sublicense, display, modify, time share, outsource
        or
        otherwise transfer the Product or any derivative work of the Product to,
        or
        permit the use of the Product or any derivative work of the Product by, any
        third party not an affiliate of Licensee, *provided,* without
        limiting the scope of the license grant hereinabove stated, it is understood
        and
        agreed that this Agreement permits the use of any derivative work of the
        Product
        by Licensee and its Affiliates in support of services rendered to their
        customers in the normal course of their trade or business; and (b) to use
        reasonable care and protection to prevent the unauthorized use, copying,
        publication or dissemination of the Product. Licensor has the right to obtain
        injunctive relief against any actual or threatened violation of these
        restrictions, in addition to any other available remedies.
 
 **5.**  **Taxes
        And Additional Charges.** All
        license fees paid or payable by the Licensee for the license granted hereunder
        (this "License") do not include, and Licensor will be responsible for, any
        and
        all taxes, duties, levies, tariffs, and other governmental charges now or
        hereafter imposed by any governmental authority on the purchase or sale of
        this
        License or the use or possession of the Product by Licensee and/or its
        Affiliates; provided that Licensee will be responsible for its own corporate
        franchise taxes and taxes based upon its own net income.
 
 **6.**  **Limited
        Warranty.** Licensor
        warrants to Licensee that, for a period of ninety (90) days from the Effective
        Date, (i) the Documentation and Media will be, under normal use, free from
        physical defects, and (ii) the Software will perform in substantial accordance
        with the operating specifications contained in the Documentation that is
        most
        current at the Effective Date. If Licensee notifies Licensor within said
        ninety-day period of its belief that either of these warranties has been
        breached, including a description of the nature or circumstances of such
        breach,
        Licensor will be obligated to use reasonable efforts to remedy the defect(s)
        in
        question within a reasonable period of time or, at Licensor’s option, to replace
        the defective Product component at no additional charge. Licensor, its
        authorized distributors and its suppliers do not warrant that the Product
        will
        satisfy Licensee’s requirements, that the operation of the Product will be
        uninterrupted or error free, or that all software defects can be corrected,
        This
        warranty will be void if: (i) the Product is not used in accordance with
        the
        instructions set out in the Documentation, (ii) a Product defect has been
        caused
        by any of Licensee's or a third party's malfunctioning equipment, or (iii)
        Licensee has made modifications to the Product not expressly ** authorized
        in writing by Licensor.
 
 **7.**  **Indemnification
        For Infringement.** Licensor
        will defend or settle, at its own expense, any claim against Licensee by
        a third
        party asserting that Licensee's and/or its Affiliates’ use of the Product within
        the scope of this Agreement violates such third party’s patent, copyright,
        trademark, trade secret or other proprietary rights, and will indemnify Licensee
        against any damages finally awarded against Licensee arising out of such
        claim.
        Licensee will promptly notify Licensor in writing after first receiving notice
        of any such claim, and Licensor will have sole control of the defense of
        any
        action and all negotiations for its settlement or compromise, with Licensee's
        reasonable assistance; provided, that Licensee's approval in writing shall
        be
        required of any settlement or compromise involving any admission of fault
        or
        wrongdoing on the part of Licensee, and provided, further, that Licensee
        may at
        Licensor's cost and expense take responsibility for its own defense if and
        to
        the extent that Licensee has any reasonable doubt as to the ability or
        willingness of Licensor to fund such defense or any award, settlement or
        compromise arising therefrom. Licensor will not be liable for any costs or
        expenditures incurred by Licensee without Licensor's prior written consent
        except insofar as Licensee reasonably determines that it is necessary or
        appropriate to incur such costs and expenses in order to preserve its legal
        or
        equitable rights and remedies, protect it from further such claims, or minimize
        the losses associated with claims so made. If an order is obtained against
        the
        Licensee's and/or its Affiliates' use of the Product by reason of any claimed
        infringement, or if in Licensor's opinion the Product is likely to become
        the
        subject of such a claim, Licensor will, at its option and expense, and in
        addition to any other rights and remedies available to Licensee hereunder,
        either (i) procure for Licensee the right to continue using the product,
        or (ii)
        modify or replace the Product with a compatible functionally equivalent,
        non-infringing Product.
 
 ***Page
            - 12***
  **8.**  **Support** .
        Contemporaneously with the execution of this Agreement, Licensor and Licensee
        are entering into an End User Support Agreement under which Licensor will
        provide ongoing support and maintenance beyond the scope and time limits
        of the
        warranty period set forth in Section 6 above, which End User Support Agreement
        sets forth the terms and conditions under which Licensee will be entitled
        to
        receive such Product updates and other Product support as may be provided
        for
        therein.
 
 **9.**  **Successors
        And Assigns.** This
        Agreement will be binding upon and inure to the benefit of each of the parties
        and their respective successors and assigns; provided, however, that Licensee
        may not assign or sublicense this Agreement in whole or in part to any person
        or
        entity not an Affiliate of Licensee without the prior written consent of
        Licensor, and any assignment or sublicense attempted without such consent
        will
        be void. Notwithstanding the foregoing, if for any reason both First Ecom
        and
        FEDS Asia cease doing business, or both discontinue maintenance and support
        for
        the Software or any portion thereof, then in either case, unless the Software
        or
        portion thereof so affected has been conveyed to a third party, the license
        granted hereunder shall thereupon automatically and without need for further
        action by either party become transferable, and the restrictions contained
        herein on disclosure or dissemination to third parties of the Product or
        derivative works thereof shall thenceforth be of no force or
        effect.
 
 **10.**  **Governing
        Law.** This
        agreement will be governed by and construed in accordance with the laws of
        Bermuda, without regard to conf1icts of law principles.
 
 **11.**
              **Miscellaneous.**
 
 (a)  Each
        party is an independent contractor under this Agreement, and nothing herein
        will
        be construed to create any partnership, joint venture, or agency relationship
        between the parties hereto. Any use of the term "partner" in any communication
        by or between the parties or on their individual or joint behalf or in any
        trademark or service to describe their relationship is intended solely in
        the
        colloquial sense of a valued business relationship, and does not indicate
        the
        existence of or an offer to enter into a legal partnership, joint agency
        or
        other relationship involving common ownership or joint and/or several liability
        with one another and/or any of their Affiliates. Neither party will incur
        any
        debt or make any express or implied agreement, guarantee, warranty or
        representation in the name or on behalf of the other without the others express
        written authorization, and each party will be responsible for its own costs
        and
        expenses incurred in connection with this Agreement. No failure or delay
        by
        either party in exercising any right, power or privilege hereunder will operate
        as a waiver thereof, nor will any single or partial exercise thereof preclude
        any other or further exercise thereof or the exercise of any right, power
        or
        privilege hereunder. No remedy expressly provided in this Agreement for a
        breach
        will be the sole or exclusive remedy for such breach, and each party hereby
        reserves to itself, in addition to the remedies expressly provided to it
        in this
        Agreement, all remedies available to it under law and at equity. This Agreement
        may be amended, modified or waived only by a subsequent writing that
        specifically refers to this Agreement and that is signed by both parties,
        and no
        other act, document, usage, or custom will be deemed to amend this Agreement.
        Headings in this Agreement are for the convenience of reference only and
        will
        not affect the construction or interpretation of this Agreement. If any
        provision or provisions of this Agreement will be held, for any reason, to
        be
        illegal, invalid or unenforceable in any circumstance, the remaining provisions
        will nonetheless be legal, valid and enforceable provisions, and the affected
        provision will remain legal, valid and enforceable in other circumstances.
        The
        terms of this Agreement that expressly or by implication are intended to
        continue beyond its termination will survive any such termination. Under
        local
        law and treaties, the restrictions and limitations of this Agreement may
        not
        apply to Licensee; Licensee may have other rights and remedies, and be subject
        to other restrictions and limitations.
 
 (b)   IN
        NO
        EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, UNDER THE LAW OF TORT, CONTRACT
        OR OTHER WISE, AND INCLUDING AS A RESULT OF NEGLIGENCE, FOR SPECIAL, INCIDENTAL,
        INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE
        PERFORMANCE OR NON-PERFORMANCE HEREOF EVEN IF THE RESPONSIBLE PARTY HAS BEEN
        ADVISED OF OR FORESEES A LIABILITY OF ANY SUCH DAMAGES OCCURRING), INCLUDING
        BUT
        NOT LIMITED. TO LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED PROFITS
        OR
        SAVINGS, OR LOSS OF DATA.
 
 (c)   Neither
        party hereto shall be held liable hereunder for any default arising from
        the
        delay  in
        the
        performance of its obligations hereunder to the extent that such default
        or
        delay:
 
 (i)  is
        caused
        directly by an event beyond the reasonable control of the defaulting party
        or
        delaying party (the “Non-performing Party”), such as, but not restricted to,
        fire, flood, earthquake, elements of nature, acts of war, terrorism, riots,
        civil disorders, rebellions or revolutions, strikes, lockouts or labor
        difficulties; and
 
 
 (ii)  could
        not
        have been prevented by reasonable precautions and cannot
 possibly
        be circumvented by the Non-performing Party through the use of commercially
        reasonable alternative sources, work-around plans or other means; (a “Force
        Majeure Event”). The Non-performing Party will be excused from any further
        performance of the obligations affected by such Force Majeure Event for as
        long
        as the Force Majeure Event continues and the Non-Performing Party continues
        to
        use its reasonable efforts to recommence performance. The Non-performing
        Party
        shall immediately notify the other party by telephone (to be confirmed in
        writing within five (5) days of the inception of the Force Majeure Event)
        and
        describe at a reasonable level of detail the circumstances causing such default
        or delay. During the continuance of a Force Majeure Event affecting Licensor,
        Licensee shaIl continue to pay Licensor's charges for professional services
        actually rendered and expenses incurred in the actual performance of such
        services in accordance with this Agreement. Notwithstanding any other provisions
        hereof, this clause (c) will not excuse a breach of any purely monetary
        obligation.
 
 ***Page
            - 13***
  **12.**   **Joint
        and Several Responsibility.** Each
        of
        First Ecom and FEDS Asia acknowledge and agree that they are entering into
        this
        Agreement, and that they make the representations, warranties, covenants,
        agreements, indemnities and other undertakings and responsibilities of Licensor
        set forth herein, jointly and severally, with full **** recourse
        on the part of Licensee to either or both of them for the obligations and
        undertakings of Licensor contained herein. In this respect, each of First
        Ecom
        and FEDS Asia joins in this Agreement as primary obligor and not as surety,
        and
        Licensee shall not be required to proceed first against or exhaust its remedies
        against either of First Ecom or FEDS Asia as a condition to proceeding hereunder
        against the other with respect to any claim arising hereunder. Further, each
        of
        First Ecom and FEDS Asia hereby irrevocably and exclusively appoints First
        Ecom
        as its agent and attorney-in-fact for the giving or receipt of all notices
        or
        payments, the granting of all consents, approvals, or waivers, and the taking
        of
        all such other actions and making of all such other elections and/or decisions
        as shall be explicitly or implicitly provided or permitted herein to be given,
        received, granted, taken or made by or on behalf of Licensor or either of
        them
        (it being understood that omitting to take any action or make any election
        or
        decision shall be deemed the taking of an action or the making of any election
        or decision for this purpose), and to do all such acts and things as may
        in the
        opinion of such attorney-in-fact be reasonably necessary or reasonably expedient
        for the purposes thereof, or in connection therewith, the Licensee shall
        be
        entitled to rely conclusively on any of the foregoing as the action, decision
        or
        election, as the case may be, of each and both of First Ecom and FEDS Asia.
        Each
        of First Ecom and FEDS Asia agrees that the foregoing appointment constitutes
        a
        power coupled with an interest and shall be binding upon its successors and
        assigns. Any payments received by First Ecom hereunder that properly belong
        to
        FEDS Asia shall be held by First Ecom  in
        trust
        for the benefit of FEDS Asia, and FEDS Asia hereby releases, discharges and
        agrees to hold harmless Licensee for any amounts payable to FEDS Asia that
        Licensee pays  to
        First
        Ecom.
 
 **LICENSOR:**
 
 **FIRST
        ECOM.COM, INC.**     **FIRST
        ECOM DATA SERVICES**
 **ASIA
        LIMITED**
 
 By:*/s/
        Kenneth G.C. Telford*    By:*/s/
        Kenneth G.C. Telford*
 Name:
        Kenneth G.C. Telford     Name:
        Kenneth G.C. Telford
 Title:
        Secretary       Title:
        Secretary
 
 
 **LICENSEE:**
 
 
 **TRANSWORLD
        PAYMENT SOLUTIONS N.V.**
 
 
 By:*/s/
        John Chr. M.A.M. Deuss*
 Name:
        John Chr. M.A.M. Deuss
 Title:
        Managing Director
 
 
 
 
 
 **[END
        OF DOCUMENT]**
  ***Page
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