AGREEMENT 47598

                                     BETWEEN

                           BATTELLE MEMORIAL INSTITUTE
                           PACIFIC NORTHWEST DIVISION

                                       AND

                          WEB SAFE TECHNOLOGIES, INC.

Battelle Memorial  Institute,  through its Pacific Northwest Division (BATTELLE)
agrees to provide to Web Safe  Technologies,  Inc.  (CLIENT)  technical/research
services for the following tasks (the Project):

Work with ZKid Network  Company staff to Interface the ZKid Network  Company web
site to Battelle's MozartTM software system.

          o    Task 1: Meet with ZKid Network  Staff in Richland and develop the
               specifications for the product
          o    Task 2:  Develop  project  plan,  revised  statement  of work and
               specifications for the Mozart integration
          o    Task 3:  Execute  the  engineering  per  task 2 and  the  revised
               statement of work

under the following terms and conditions:

                            1. PERIOD OF PERFORMANCE

BATTELLE's start date shall be the latter of either the BATTELLE  representative
or the CLIENT  representative  signature  dates of this  Agreement.  The Project
completion date is October 31, 2004, or sooner.

                                   2. PAYMENT

BATTELLE  estimates that the price to the CLIENT for performance of the Project,
will be Fifteen  Thousand  Dollars and No Cents  ($15,000.00)  in U.S.  Dollars,
payable in advance upon signing of the agreement for  approximately 130 hours of
work.  If this payment is not received  within  30days of the  execution of this
Agreement, this Technical Services Agreement shall be null and void.

The amount stated above is an estimate of the costs and fee for the  performance
of this  Project.  BATTELLE  will  use its  best  efforts  to meet  the  Project
objectives  within the time and funds available.  CLIENT will not be required to
reimburse  BATTELLE  for costs and fee  incurred in excess of the  estimate  set
forth above, and BATTELLE shall not be obligated to continue  performance  under
this  agreement  or  otherwise  to incur costs and fee in excess of the estimate
stated  above,  unless the estimate has been  increased by written  amendment to
this Agreement.

Payments not  received by BATTELLE  within 30 days of receipt of invoices by the
CLIENT shall  accrue  interest at a rate of twelve  percent  (12%) per annum and
BATTELLE may, at its option, suspend or terminate work on the project.

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Payment by U.S. Mail shall be transmitted to:

        (Banking information deleted to protect the privacy of Batelle)

For Electronics Funds Transfers, payment shall be made to the following:

        (Banking information deleted to protect the privacy of Batelle)

Please  Reference  Agreement  Number above on check or in "comments"  section of
Electronic Funds Transfer.

                            3. INTELLECTUAL PROPERTY

Background  Intellectual  Property  means  all  existing  BATTELLE  intellectual
property.  No  license to any  Background  Intellectual  Property  is granted or
implied under this Agreement.  Any licensing of Background Intellectual Property
shall be the subject of separate  licensing  agreements  negotiated  between the
parties.

          o    Field of Use means  systems  for use in World  Wide Web  Internet
               sites that may be accessed by  children,  where  children are the
               intended  and  primary  audience  and the site  must be deemed as
               "safe-for-kids" as the business objective of the licensee

BATTELLE Inventions means any invention,  whether or not patented or patentable,
authored,  conceived,  or  reduced to  practice  solely by  BATTELLE  under this
Agreement.  BATTELLE  shall own all  BATTELLE  Inventions.  If the parties  have
executed License Agreement No. 514770, which the parties were negotiating at the
time they  entered  into this  Agreement,  BATTELLE  shall  license all BATTELLE
Inventions,  resulting from this  Agreement,  falling within the Field of Use to
CLIENT under the terms of the fully executed License  Agreement No. 514770.  Any
licensing of BATTELLE  Inventions  falling outside the Field of Use shall be the
subject of separate licensing agreements negotiated between the parties.

CLIENT  Inventions  means any invention,  whether or not patented or patentable,
authored,  conceived,  or  reduced  to  practice  solely  by CLIENT  under  this
Agreement.  CLIENT  shall own all CLIENT  Inventions.  Any  licensing  of CLIENT
Inventions  shall be the subject of  separate  licensing  agreements  negotiated
between the parties.


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<PAGE>

Jointly  Developed  Inventions  means any  inventions  authored,  conceived,  or
reduced to practice jointly by BATTELLE and CLIENT under this Agreement. Jointly
Developed  Inventions  shall be jointly  owned by BATTELLE  and  CLIENT.  If the
parties have  executed  License  Agreement  No.  514770,  which the parties were
negotiating at the time they entered into this Agreement, BATTELLE shall license
its undivided interest in Jointly Developed  Inventions falling within the Field
of Use to CLIENT under the terms of the fully  executed  License  Agreement  No.
514770.  CLIENT  shall  license  its  undivided  interest  in Jointly  Developed
Inventions  to BATTELLE  for use outside the Field of Use under the terms of the
fully executed License Agreement No. 514770.

In the event CLIENT is in material breach of its payment  obligations under this
Agreement,  or is otherwise  in material  breach of its  obligations  under this
Agreement  or the  fully  executed  License  Agreement  No.  514770,  no  rights
described in this provision shall accrue to CLIENT.

In the event of a conflict between the Intellectual  Property  provision (above)
and that of License  Agreement No.  514770,  License  Agreement No. 514770 shall
take precedence.

                          4. NO ENDORSEMENT/LITIGATION

BATTELLE does not endorse products or services. Therefore, CLIENT agrees that it
will  not  use  or  imply  BATTELLE's  name,  or  use  BATTELLE's  reports,  for
advertising, promotional purposes, raising of capital, recommending investments,
or any way that  implies  endorsement  by  BATTELLE,  except with prior  written
approval of an officer of BATTELLE.

BATTELLE does not undertake Projects for the purposes of litigation or to assign
fault or blame and does not provide expert witness services.  Therefore,  CLIENT
agrees not to use any Project results in any dispute, litigation, or other legal
action.

In any event, if, at any time, BATTELLE or its employees are required to respond
to any  subpoenas,  orders for  attendance at  depositions,  hearings or trials,
document  requests,  or other  legal  proceedings  as a result of or relating to
BATTELLE's work on the Project, CLIENT agrees to reimburse BATTELLE, in addition
to any other amounts  payable under this  Agreement,  BATTELLE's  labor charges,
attorney  time  and/or  fees,  travel,   photocopying  and  other  miscellaneous
expenses.

                               5. CONFIDENTIALITY

BATTELLE agrees not to disclose the specific  results of the Project as embodied
in reports and  correspondence  transmitted to CLIENT,  and not available to the
public generally,  without CLIENT'S written consent,  except as required by law,
or except as necessary to protect BATTELLE's  intellectual property rights, such
as  filing  for  patent(s).  Acceptance  of this  Agreement  does  not  preclude
BATTELLE's undertaking work in this general field for others.

                           6. LIMITATION OF LIABILITY

BATTELLE will provide a high standard of professional  service on a best efforts
basis.  However,  BATTELLE,  as a provider of such  services,  cannot  guarantee
success,  thus  BATTELLE  MAKES NO  WARRANTY OR  GUARANTEE,  EXPRESS OR IMPLIED,
INCLUDING WITHOUT  LIMITATION  WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY,  FOR ANY REPORT,  DESIGN,  ITEM,  SERVICE OR OTHER RESULT TO BE
DELIVERED UNDER THIS AGREEMENT.




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<PAGE>

CLIENT  assumes  responsibility  for its use,  misuse,  or  inability to use the
Project  results and in no event shall  BATTELLE have any liability for damages,
including but not limited to any indirect, incidental, or consequential damages,
arising from or in connection with this Agreement.

CLIENT  agrees  to  indemnify  and  hold  BATTELLE  harmless  from  any  and all
liabilities,  suits, claims, demands, and damages, and all costs and expenses in
connection   therewith,   in  any  manner  relatin  to  this  Agreement  or  its
performance,  asserted by third  parties from any cause  whatsoever,  except for
injury or damage occurring during  performance of the Project on  BATTELLE-owned
premise where fault of CLIENT is not a contributing cause.

                             7. NATURE OF SERVICES

CLIENT  agrees  that  BATTELLE is an  independent  contractor  and  specifically
acknowledges  that  BATTELLE  is a  service  provider,  not  a  manufacturer  or
supplier.   CLIENT  retains  all  final  decision   making   authority  and  all
responsibility for the formulation,  design, manufacture,  assembly,  packaging,
marketing and sale of CLIENT'S products, including, without limitation,  product
labeling, warnings, instructions to users, and for obtaining any governmental or
other pre- or postmarked approvals, certifications,  registrations, licenses, or
permits.

                                8. FORCE MAJEURE


Neither  CLIENT nor  BATTELLE  shall be liable in any way for failure to perform
any provision of this Agreement (except payment of monetary obligations) if such
failure  is caused by any law,  rule,  or  regulation,  or any cause  beyond the
control of the party in default.

                                 9. USE PERMIT

Under the terms of Use Permit  DE-GM060ORLO1831  between  BATTELLE  and the U.S.
Department  of Energy,  BATTELLE  is  permitted  to use certain  facilities  and
equipment  belonging  to the U.S.  Government  that are  located  at  BATTELLE'S
Pacific Northwest  Division.  In the event that such facilities or equipment are
utilized in performance of this Agreement,  the provisions of the Use Permit are
required  to be  incorporated  herein  by  reference.  A copy of the  applicable
provisions   is  available   upon  request  or  at  the   following   web  site:
http://www.battelle.org/workingwithbattelle/PNNL-UsePermit.stm
--------------------------------------------------------------

                              10. EARLY TERMINATION

Either party shall have the right to terminate  this  Agreement upon thirty (30)
days'  written  notice  for  any  good-faith   basis.  In  the  event  of  early
termination,  BATTELLE agrees to provide CLIENT with all reports,  materials, or
other  deliverable  items available as of the date of the termination,  provided
that CLIENT is not in default of its obligations  under this  Agreement.  In any
event,  CLIENT  agrees to pay all charges  incurred or  committed  by  BATTELLE,
including costs of termination, within (30)days of receipt of a final invoice.

                              11. ENTIRE AGREEMENT

This  Agreement,  including the Proposal  incorporated  herein,  represents  the
entire  Agreement  of the  parties  and  supersedes  any  prior  discussions  or
understandings,  whether written or oral, relating to the subject matter hereof.
This  Agreement may be modified or amended only by mutual  agreement in writing.
No course  of  dealing,  usage of trade,  waiver,  or  non-enforcement  shall be
construed  to  modify or  otherwise  alter  the  terms  and  conditions  of this
Agreement. In the event of any conflict or inconsistency between these terms and
conditions and the Proposal, these terms and conditions shall control.


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<PAGE>


                               12. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of
and enforced within the jurisdiction of the State of Washington.

                               13. MISCELLANEOUS

This Agreement may not be assigned in whole or in part without the prior written
approval of both parties. In any event, however, this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by and against the successors,
assigns and  transferees of the parties.  If any part of this Agreement shall be
held invalid or unenforceable,  such invalidity and  unenforceability  shall not
affect any other  part of this  Agreement.  Captions  used as  headings  in this
Agreement are for convenience  only and are not to be construed as a substantive
part of this Agreement.

      WEB SAFE TECHNOLOGIES, INC.                BATTELLE MEMORIAL INSTITUTE
                                                 Pacific Northwest Division

 By   /s/ Joel Edelson                      By   /s/ Barb Hays
    ---------------------------------          ---------------------------------

 Name     Joel Edelson                      Name     Barb Hays
      -------------------------------            -------------------------------

 Title    Vice President                    Title    Contracting Officer
       ------------------------------             ------------------------------

 Date     April 30th, 2004                  Date     April 30th, 2004
      -------------------------------            -------------------------------






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