BUSINESS SENSITIVE
                                LICENSE AGREEMENT


THIS AGREEMENT made and entered into at Richland,  Washington, and effective the
date affixed hereto by the party last signing this Agreement, by and between Web
Safe  Technologies,  Inc.,  having a principal  place of business in Plant City,
Florida,  herein called "LICENSEE",  and Battelle Memorial  Institute,  having a
place of business in Richland, Washington, herein called "BATTELLE".

         WITNESSETH THAT:

WHEREAS,  BATTELLE  has  certain  rights in patents and  copyrights  relating to
evaluating internet and intranet information; and

WHEREAS,  LICENSEE  recognizes  that BATTELLE owns  inventions and  intellectual
property useful in the conduct of LICENSEE's business; and

WHEREAS,  LICENSEE  recognizes  that  its  anticipated  business  activity  will
encompass the practice of  technology  that requires a license under patents and
copyrights owned or controlled by BATTELLE; and

WHEREAS, LICENSEE wishes to acquire the right to practice the inventions of such
patents and copyrights.

NOW,  THEREFORE in  consideration  of the mutual  covenants herein contained and
intending to be legally bound hereby, the parties agree as follows:


                                 1. DEFINITIONS
                                 --------------

As used herein, the following terms shall have the meanings set forth below:

A.   PATENT or PATENTS means the following  patent  applications,  patents to be
     issued  pursuant  thereto,  and  all  divisions,  continuations,  reissues,
     reexaminations,  substitutes,  and  extensions  thereof,  together with all
     foreign counterparts:

                               Patent Applications
                               -------------------

     Title                              Country   Serial No.   Date Filed
     -----                              -------   ----------   ----------
     A System and Method for              U.S.    10/286/339   October 31, 2002
     Evaluation Internet and Intranet
     Information, (Battelle IPID
     13489-E)*

     _________________________________
     *This Patent Application arose under funding of the U.S. Government.

B.   SOFTWARE means Version 1.0 of the Mozart(TM)Software program in both object
     and  source  code  formats   provided  on  magnetic  media   including  any
     DOCUMENTATION.

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C.   DERIVATIVE WORK shall mean a work that is based on one or more pre-existing
     versions  of  the  SOFTWARE  and  that,  if  prepared  without   BATTELLE's
     permission, would constitute a copyright infringement.

D.   DOCUMENTATION  shall mean  SOFTWARE  user  manuals,  help files and related
     information, as defined in Appendix A.

E.   The word "use"  means any form of  utilization  of  SOFTWARE or any portion
     thereof including,  but not limited to, copying the SOFTWARE from any media
     into equipment for processing, or utilizing the SOFTWARE in printed form.

F.   END USER shall mean a party to whom LICENSEE or SUBLICENSEE(S)  (as defined
     in  Paragraph  1G)  provides a copy of the  SOFTWARE  object code under the
     terms of a separate END USER license agreement.

G.   SUBLICENSEE  shall mean any third party whom LICENSEE licenses to reproduce
     and distribute  SOFTWARE and DOCUMENTATION to END USERS under the terms and
     conditions  set forth  herein,  and to END USERS under a separate  END USER
     license agreement.
H.   LICENSED  TERRITORY  shall  be  world  wide  for so  long  as the  SOFTWARE
     copyright  and  trademark  license  granted  herein is in  effect;  if this
     Agreement  shall become  solely a PATENT  license,  the LICENSED  TERRITORY
     shall mean any country in which BATTELLE has pending or issued PATENTS.

I.   LICENSED  FIELD  means,  and is limited to,  systems for use in "world wide
     web" internet sites that may be accessed by minor children,  where children
     are the intended and primary audience thereof, and such internet sites must
     be deemed  appropriate or  "safe-for-kids" as the business objective of the
     END USER.

J.   AFFILIATE or AFFILIATES  means any entity that controls,  is controlled by,
     or is under common control of LICENSEE where control  consists of ownership
     of at least twenty-five  percent (25%) of the outstanding voting securities
     or other ownership  interest of the entity. An AFFILIATE who undertakes the
     rights of the LICENSEE hereunder shall be subject to all obligations of the
     LICENSEE.

K.   GROSS SALES means all revenues  received by LICENSEE (and  AFFILIATES) from
     the  sale,  lease,  rental,  transfer,  or other  disposition  of  LICENSED
     PRODUCTS and/or LICENSED SERVICES without  deduction,  except that LICENSEE
     may exclude  from GROSS SALES any  documented  returns,  and  demonstration
     copies of LICENSED PRODUCTS used for sales purposes, only.

L.   LICENSED PRODUCTS means any device or system utilizing the PATENTS, and any
     copy of the SOFTWARE or any portion thereof.

M.   LICENSED  SERVICES means the  utilization of the PATENTS or the SOFTWARE by
     LICENSEE (and AFFILIATES) and SUBLICENSEES for the benefit of others.

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N.   ANNUAL  REVENUE means all income of any kind and from any source derived by
     LICENSEE in a calendar year,  without  deduction,  and shall include income
     not recognized for income tax purposes.

                               2. PATENT LICENSE
                               -----------------

A.   BATTELLE  hereby  grants to LICENSEE and  AFFILIATES,  to the extent of the
     LICENSED FIELD and LICENSED  TERRITORY,  an exclusive license to make, have
     made,  use and sell the products and services  falling within the claims of
     the PATENTS (LICENSED PRODUCTS and LICENSED SERVICES).

B.   The license granted  pursuant to Paragraph A hereof shall be subject to any
     rights the Government of the United States of America may presently have or
     may  assert in the future for any reason  including,  but not  limited  to,
     those  rights set forth in 35 USC ss.202 and ss.203 and 37 C.F.R.  401,  et
     seq.

C.   BATTELLE   reserves  right  to  (i)  practice  the  PATENTS  for  research,
     development  and  demonstration  purposes  for  itself  and others and (ii)
     license  the PATENTS in fields and  territories  not  exclusively  licensed
     herein.

                              3. SOFTWARE LICENSE
                              -------------------

A.   BATTELLE  hereby grants to LICENSEE and  AFFILIATES,  an exclusive  license
     under  any  BATTELLE   copyrights,   trademarks   or  any  other   BATTELLE
     intellectual  property  rights  necessary to  reproduce,  use,  license and
     distribute  the SOFTWARE in the LICENSED  FIELD and the LICENSED  TERRITORY
     and, if applicable,  any tangible  written  material as well as any related
     DOCUMENTATION.  Licensing  and  distribution  shall be by sublicense to END
     USERS or to SUBLICENSEES.

B.   The license granted pursuant to Paragraph A hereof is subject to any rights
     the  Government of The United  States of America may presently  have or may
     assert in the future for any reason.  As to data produced  with  Government
     funding,  the  Government  is granted  for itself and others  acting on its
     behalf a nonexclusive,  paid-up, irrevocable worldwide license in this data
     to reproduce,  prepare  derivative  works, and perform publicly and display
     publicly,  by or on behalf of the  Government.  At the conclusion of a five
     (5) year  period  from which  BATTELLE  was  granted  permission  to assert
     statutory  copyright  (April 10, 2008),  the  Government may be granted for
     itself  and  others   acting  on  its  behalf  a   nonexclusive,   paid-up,
     irrevocable,   worldwide  license  in  this  data  to  reproduce,   prepare
     derivative  works,  distribute  copies to the public,  perform publicly and
     display  publicly,  and to permit others to do so. The specific term of the
     license can be identified  by inquiry made to BATTELLE or DOE.  NEITHER THE
     UNITED STATES NOR THE UNITED STATES DEPARTMENT OF ENERGY,  NOR ANY OF THEIR
     EMPLOYEES,  MAKES ANY  WARRANTY,  EXPRESS OR  IMPLIED OR ASSUMES  ANY LEGAL
     LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS OR USEFULNESS OF
     ANY DATA, APPARATUS,  PRODUCT, OR PROCESS DISCLOSED, OR REPRESENTS THAT ITS
     USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS.

C.   The license  granted to the Government in Paragraph B above shall extend to
     subsequent  integer  versions  of the  SOFTWARE  funded  by the  Government
     licensed  hereunder,  and the five (5) year  period set forth  above  shall

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License Agreement No. 514770                                                   4
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     begin  anew for each  such  subsequent  version  of the  SOFTWARE  licensed
     hereunder.

D.   BATTELLE  reserves for itself and its affiliates the right to reproduce and
     use  the  SOFTWARE,  DERIVATIVE  WORKS,  and  DOCUMENTATION  for  research,
     development,  and  demonstration  purposes,  and to license the SOFTWARE in
     other fields of use or territories not exclusively licensed herein.

E.   The SOFTWARE,  DERIVATIVE  WORKS, and  DOCUMENTATION  shall be owned by and
     remain the property of BATTELLE, and LICENSEE shall not receive proprietary
     rights to said SOFTWARE,  DERIVATIVE  WORKS, and DOCUMENTATION by virtue of
     this Agreement, except as specified herein.

                              4. RESPONSIBILITIES
                              -------------------

A.   LICENSEE will provide maintenance and END USER operational  support/service
     for the  SOFTWARE  using  trained  support  specialists.  This will include
     telephone   consultation  END  USER  support   providing  full  operational
     assistance  with problems END USERS may  experience in both  installing the
     SOFTWARE and in day-to-day operation. Problems associated with the SOFTWARE
     (bugs or program errors) shall be referred to BATTELLE for resolution.

B.   LICENSEE  or  SUBLICENSEE(S)  will  provide all  necessary  training to END
     USERS.

C.   LICENSEE  agrees  to  provide  BATTELLE  a  copy  of its  standard  license
     agreement for END USERS.  LICENSEE shall require that each END USER to whom
     a copy of SOFTWARE or DOCUMENTATION is licensed execute an END USER license
     agreement  acceptable  to BATTELLE,  which shall  obligate such END USER to
     maintain the proprietary nature of the SOFTWARE and DOCUMENTATION.

D.   LICENSEE agrees to use and display the licensed trademark in an appropriate
     manner to preserve the trademark status therein.

                 5. CONFIDENTIALITY OF PROPRIETARY INFORMATION
                 ---------------------------------------------

BATTELLE may disclose  confidential  and proprietary  information  ("Proprietary
Information") to LICENSEE,  consisting of published and unpublished  research or
development  information,  know how and technical data related to the PATENT and
SOFTWARE technology, and business information related to the PATENT and SOFTWARE
technology.  As a result of  LICENSEE's  access to the  Proprietary  Information
disclosed by BATTELLE hereunder,  LICENSEE may generate  information which shall
also  be  considered  Proprietary  Information.   LICENSEE  shall  not  disclose
Proprietary Information to any third party other than its AFFILIATES without the
express written consent of BATTELLE,  until such Proprietary  Information  shall
become publicly  available through no fault or action of LICENSEE.  LICENSEE and
its AFFILIATES shall not use the Proprietary  Information for any use other than
that expressly authorized herein.

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License Agreement No. 514770                                                   5
April 29, 2004
Version #3


                                 6. LICENSE FEE
                                 --------------

Upon  execution of this  Agreement  and as a condition to the grant of rights by
BATTELLE hereunder, LICENSEE shall pay and forward to BATTELLE the nonrefundable
sum of Fifty Thousand United States Dollars ($50,000 US).

                          7. RESEARCH AND DEVELOPMENT
                          ---------------------------

A.   LICENSEE  shall fund  research and  development  in the  LICENSED  FIELD at
     BATTELLE's  Pacific  Northwest  Division in the  minimum  amount of Fifteen
     Thousand United States Dollars ($15,000 US). Such development  effort shall
     be for the customization of the SOFTWARE to facilitate its use by LICENSEE.

B.   If LICENSEE  does not fund such  research  and  development  in the minimum
     amount  indicated  in  Paragraph  7A,  above,  BATTELLE,  may,  in its sole
     discretion, elect to convert the exclusive licenses of Paragraphs 2A and 3A
     to nonexclusive licenses, or terminate this Agreement.

                                  8. ROYALTIES
                                  ------------

A.   LICENSEE  shall pay to  BATTELLE a royalty of three  percent  (3%) of GROSS
     SALES of all  products  or services  used or sold under the PATENT  license
     granted under Article 2 hereof.

B.   LICENSEE  shall pay to  BATTELLE a royalty of three  percent  (3%) of GROSS
     SALES of all products or services  used or sold under the SOFTWARE  license
     granted under Article 3 hereof.

C.   In the  event  LICENSEE  practices  under  both the  PATENTS  and  SOFTWARE
     licenses,  LICENSEE shall pay a combined royalty rate of three percent (3%)
     of GROSS SALES of all products or services.

D.   If as a result of litigation financed by LICENSEE,  damages,  royalties, or
     other  consideration  is received by LICENSEE,  BATTELLE  shall receive the
     greater  of:  (i) a royalty  as set forth  above as applied to the level of
     infringing sales determined by a court or as a result of settlement of such
     claims,  or (ii)  twenty-five  percent  (25%)  of all  monies  received  by
     LICENSEE,  after  LICENSEE  deducts all reasonable  out-of-pocket  costs of
     prosecuting such litigation.

E.   No royalty  shall be paid to  BATTELLE  for the  practice  of any PATENT on
     behalf  of  the  U.S.  Government  for  which  the  U.S.  Government  has a
     royalty-free right to use such PATENT.

F.   No royalty  shall be paid to  BATTELLE  for the  practice  of any PATENT on
     behalf  of  the  U.S.  Government  for  which  the  U.S.  Government  has a
     royalty-free  right to use such PATENT,  but LICENSEE shall continue to pay
     the  agreed-upon  royalty  set forth  above on any PATENT for which use the
     U.S. Government does not have such a royalty-free right.


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License Agreement No. 514770                                                   6
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Version #3


                                  9. DILIGENCE
                                  ------------

A.   LICENSEE shall pay to BATTELLE  royalties as stated in Article 8, but in no
     event shall royalties for a calendar year, beginning in the month of May of
     calendar  year 2005,  be less than a minimum  amount (i)  equivalent to one
     one-hundredth  of one  percent  (0.01%)  of  ANNUAL  REVENUE  or (ii)  Five
     Thousand United States Dollars ($5,000 US), whichever is greater.

B.   If this  Agreement  is  terminated  for any  reason,  except  for breach of
     contract by  BATTELLE,  during any year that minimum  royalties  are due to
     BATTELLE, upon termination,  LICENSEE shall immediately pay to BATTELLE the
     proportionate  amount of minimum royalties owed to BATTELLE that represents
     that  portion of the year elapsed  prior to  termination.  For example,  if
     LICENSEE  terminates  without  breach by BATTELLE  after the  expiration of
     three (3) months of the new year, LICENSEE shall pay to BATTELLE one-fourth
     (1/4) of the yearly minimum royalty due for that year.

                             10. U.S. MANUFACTURING
                             ----------------------

In order to enhance U.S. industrial competitiveness,  LICENSEE shall ensure that
products  embodying  the PATENTS which are  manufactured  for use or sale in the
United  States  under  the  exclusive   license   granted   hereunder  shall  be
substantially manufactured in the United States.

                                11. SUBLICENSING
                                ----------------

A.   LICENSEE  shall  have the right to  sublicense  in the  LICENSED  FIELD and
     LICENSED  TERRITORY all of the rights obtained by LICENSEE  herein,  except
     the right to sublicense.  The SOFTWARE source code shall not be sublicensed
     except  with  the  advance  approval  of  BATTELLE.  Sublicenses  shall  be
     nonexclusive licenses that are transferable only from LICENSEE to BATTELLE.
     Sublicenses shall be subject to the requirements of Article 10.

B.   BATTELLE shall have the right to approve any sublicense  granted hereunder,
     including the terms and conditions therein. LICENSEE shall provide BATTELLE
     with a copy of each sublicense, and shall not grant to its sublicensees any
     BATTELLE  rights  not  conveyed  by this  Agreement.  The  royalty  paid to
     BATTELLE  under  sublicenses  for all  monies  or  other  consideration  of
     whatever kind received by LICENSEE shall be fifty percent (50%) of any such
     income  received.  The royalty paid to BATTELLE under  sublicenses  for all
     monies or other  consideration  of whatever kind received by LICENSEE shall
     be no less than one and one-half percent (1.5%) of each sublicensee's GROSS
     SALES (as defined for LICENSEE in Article 1). LICENSEE shall not enter into
     any royalty-free sublicenses.

C.   LICENSEE  agrees  to  license  the  SOFTWARE  to  END  USERS  with  license
     agreements that protect  BATTELLE from liability or damages based on claims
     made by such END USERS or others.  BATTELLE shall approve the final form of
     such license agreement. LICENSEE is not required to provide BATTELLE with a
     copy of each license agreement it enters into with an END USER.

D.   If this Agreement is terminated  for any reason,  except breach of contract
     by BATTELLE, LICENSEE shall immediately assign all of its right, title, and
     interest to all  sublicenses  to BATTELLE,  including  the right to receive
     income.

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License Agreement No. 514770                                                   7
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E.   Income  received by LICENSEE from  sublicensees  shall not apply to satisfy
     the minimum  royalty  provisions of Article 9.A (ii), but shall be included
     in determining the amount under Article 9A (i).

                            12. REPORTS AND PAYMENTS
                            ------------------------

A.   Not  later  than the last day of each  January,  April,  July and  October,
     LICENSEE  shall furnish to BATTELLE a written  statement in a form provided
     by  BATTELLE   (Attachment   1)  to  determine  the  amounts  due  and  the
     appropriateness of the royalties paid pursuant to Articles 8 and 11 for the
     quarterly  periods  ended the last days of the preceding  December,  March,
     June and September, respectively, and shall pay to BATTELLE all amounts due
     to BATTELLE.  Such amounts are due at the dates the  statements are due. If
     no amount is accrued during any quarterly  period,  a written  statement to
     that effect shall be furnished.

B.   Royalties earned on sales occurring or under sublicense granted pursuant to
     this  Agreement  in any  country  outside  the United  States  shall not be
     reduced by LICENSEE for any taxes,  fees, or other  charges  imposed by the
     government of such country on the payment of royalty income.

C.   Payments provided for in this Agreement,  shall when overdue, bear interest
     at a rate per annum  equal to three  percent  (3%) in excess of the  "Prime
     Rate"  published by The Wall Street Journal at the time such payment is due
     until payment is received by BATTELLE.

D.   If LICENSEE  makes  payments to BATTELLE  by  Electronic  Funds  Transfers,
     LICENSEE  shall  provide a written  report to  BATTELLE  to the address set
     forth in  Article 29 as  required  in  Paragraph  9A,  above,  along with a
     statement  indicating  that  payments  have been made by  Electronic  Funds
     Transfers. Such payments shall be made to the following account:

                           U. S. Bank of Washington
                           Account Name:  Battelle Memorial Institute
                           ABA No. 125000105
                           Account No. 153502962134

   13. REPRESENTATIONS, HOLD HARMLESS AND LIMITATION OF BATTELLE'S LIABILITY
   -------------------------------------------------------------------------

A.   This Agreement is entered into by BATTELLE in its private  capacity.  It is
     understood  and  agreed  that  the U.S.  Government  is not a party to this
     Agreement  and in no manner  whatsoever  shall be liable for nor assume any
     responsibility  or obligation for any claim, cost or damages arising out of
     or resulting from this Agreement or the subject matter licensed.

B.   (i) Nothing in this  Agreement  shall be deemed to be a  representation  or
     warranty,  except as set forth in Paragraph 13E below, by BATTELLE,  or the
     U.S.  Government,  of the  validity of any of the PATENTS or the  accuracy,
     safety or  usefulness  for any purpose,  of any  SOFTWARE,  techniques,  or
     practices at any time made available by BATTELLE.

     (ii) Neither the U.S. Government nor BATTELLE nor any affiliated company of
     BATTELLE  shall have any  liability  whatsoever  to  LICENSEE  or any other
     person for or on account of any  injury,  loss,  or damage,  of any kind or

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Version #3

     nature  sustained by, or any damage  assessed or asserted  against,  or any
     other  liability  incurred by or imposed upon LICENSEE or any other person,
     arising out of or in connection  with or resulting from (1) the production,
     use or sale of any apparatus or product,  or the practice of the PATENTS by
     LICENSEE; (2) the use by LICENSEE of any SOFTWARE, techniques, or practices
     disclosed  by  BATTELLE;  or  (3)  any  advertising  or  other  promotional
     activities by LICENSEE with respect to any of the foregoing; and

     (iii) LICENSEE shall hold the U.S. Government, BATTELLE, and any affiliated
     company of BATTELLE,  harmless in the event the U.S. Government,  BATTELLE,
     or any  affiliated  company  of  BATTELLE,  is held  liable  as a result of
     actions by LICENSEE as set forth in Paragraphs 13B(ii)(1),  13B(ii)(2), and
     13B(ii)(3) above.

     (iv) Further, LICENSEE agrees to assume the defense of (1) any suit brought
     against BATTELLE or any affiliated  company of BATTELLE  resulting from any
     action of LICENSEE  undertaken  under this License  Agreement,  and (2) any
     action brought  against  LICENSEE or BATTELLE  resulting from any action of
     LICENSEE relating to the licensed PATENTS or the SOFTWARE.

C.   BATTELLE  represents  that it has the  right  to  grant  all of the  rights
     granted  herein,  except as to such rights as the  Government of the United
     States of America may have or may assert.

D.   LICENSEE  understands  and  acknowledges  that the  subject  matter of this
     Agreement has not yet been commercially demonstrated,  and agrees to accept
     the risks  incident to  designing,  manufacturing  and  operating a nascent
     technology.  LICENSEE  recognizes that use of the SOFTWARE for its intended
     purposes shall be dependent on LICENSEE and the data and variables provided
     by LICENSEE.

E.   BATTELLE  staff  responsible  for the  negotiation  of this  Agreement  are
     unaware of any claims that have been, are, or could  reasonably be asserted
     against  BATTELLE by third parties with respect to patent  infringement  or
     any other type of liability  relevant to  licensing  of the PATENTS,  which
     have not been disclosed to LICENSEE as of the date of this Agreement.

                                14. TERMINATION
                                ---------------

A.   The PATENT  License of Article 2 shall end upon the  expiration of the last
     to expire of the PATENTS  included  herein,  or upon the abandonment of the
     last to be abandoned of any patent  applications if no PATENTS have issued,
     or a final  adjudication  of  invalidity  of all PATENTS  included  herein,
     whichever is later, unless the PATENT License is sooner terminated.

B.   The  SOFTWARE  License  of  Article 3 shall  continue  so long as  LICENSEE
     continues to make,  have made,  use and sell products or services using the
     SOFTWARE, and the obligation to pay royalties under Article 8 attributed to
     the  SOFTWARE  License of Article 3 shall end only when all the SOFTWARE is
     no longer confidential or proprietary through no fault of LICENSEE,  or the
     copyrights  and trademark  rights  expire,  unless the SOFTWARE  License is
     sooner terminated.

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C.   LICENSEE may terminate both of the PATENT or SOFTWARE  licenses at any time
     upon sixty (60) days' written  notice in advance to BATTELLE,  but LICENSEE
     shall  thereafter  discontinue the practice and use of both of the licensed
     PATENTS and the SOFTWARE.

D.   Except as provided  below in  Paragraph  14E,  if either  party shall be in
     breach of any  obligation  hereunder,  the other party may  terminate  this
     Agreement by giving Notice of  Termination by personal  delivery,  telefax,
     electronic  mail  transmission  or by United States mail,  express mail, or
     courier  service,  with  postage or fees  prepaid,  to the party in breach,
     specifying the basis for termination.  Notice by personal delivery, telefax
     or  electronic  mail is  deemed  to  have  been  given  when  delivered  or
     transmitted.  Notice sent by U.S. mail,  express mail or courier service is
     deemed to have been given when mailed.  If within sixty (60) days after the
     receipt of such Notice of Termination, the party in breach shall remedy the
     condition  forming the basis for  termination,  such Notice of  Termination
     shall cease to be  operative,  and this  Agreement  shall  continue in full
     force;  provided  that if Notice of  Termination  is given by  BATTELLE  to
     LICENSEE  for the third time then this grace  period shall not be available
     unless  permitted in such third Notice of  Termination,  and this Agreement
     shall be finally terminated.

E.   If any report or payment due to BATTELLE is overdue for a third time,  then
     any  subsequent  Notice of Termination is not subject to the sixty (60) day
     cure provision of Paragraph 14D.

F.   LICENSEE  shall  inform  BATTELLE  of its  intention  to  file a  voluntary
     petition in  bankruptcy  or of another's  intention to file an  involuntary
     petition in bankruptcy to be received at least seventy-five (75) days prior
     to filing such a petition.  LICENSEE's  filing  without  conforming to this
     requirement shall be deemed a material,  pre-petition  incurable breach not
     subject to the notice  requirement  of Paragraph 14D, and BATTELLE shall be
     deemed to have  terminated this Agreement  seventy-five  (75) days prior to
     filing such petition.

G.   Termination of this  Agreement  shall not extinguish any rights of BATTELLE
     or obligations of LICENSEE  accrued  hereunder at the time of  termination;
     and  obligations  undertaken  independent  of the  licenses  granted  under
     Articles  2 and 3 shall  survive  termination  to the extent  necessary  to
     permit their complete fulfillment or discharge.

H.   If this Agreement is for any reason  terminated  before all of the payments
     required  to be made by  LICENSEE  as set  forth  herein  have been made to
     BATTELLE, LICENSEE shall immediately pay to BATTELLE any unpaid amounts due
     as of the date of such  termination  even  though the due date  provided in
     Article 12 has not been reached.

                                 15. LITIGATION
                                 --------------

A.   LICENSEE shall notify BATTELLE of any suspected infringement of the PATENTS
     or of the  SOFTWARE  copyrights  in the  LICENSED  FIELD  and the  LICENSED
     TERRITORY,  and each party shall  inform the other of any  evidence of such
     infringement(s).

B.   After LICENSEE or BATTELLE identifies an actual infringement of the PATENTS
     or the SOFTWARE  copyrights in the LICENSED  FIELD and LICENSED  TERRITORY,
     BATTELLE  has the  right  to  require  that  LICENSEE  institute  suit  for
     infringement(s)  in a  court  of  competent  jurisdiction  so  long as this
     Agreement remains exclusive,  and to prosecute such suit to conclusion.  In
     the event LICENSEE receives any monies or other  consideration from a third

<PAGE>

License Agreement No. 514770                                                  10
April 29, 2004
Version #3

     party as a result of LICENSEE's rights under this Agreement, BATTELLE shall
     receive its payment  under Article 8 as applied to all such monies or other
     consideration  whether  such monies or other  consideration  are denoted as
     "royalties",   "damages",   "release"   from  prior  acts,   or  any  other
     designation.

                                  16. PATENTS
                                  -----------

A.   BATTELLE shall have the sole right to file, prosecute,  and maintain all of
     the PATENTS that are the property of BATTELLE,  and shall have the right to
     determine  whether or not,  and  where,  to file a patent  application,  to
     abandon  the  prosecution  of  any  PATENT  or  patent  application,  or to
     discontinue  the  maintenance  of any  PATENT  or patent  application.  All
     reasonable  expenses incurred by BATTELLE  subsequent to the effective date
     of this Agreement in the filing,  prosecution or maintenance of PATENTS, or
     patent applications and patents issued on improvement inventions,  licensed
     hereunder  shall be  reimbursed  to BATTELLE by LICENSEE  within sixty (60)
     days of LICENSEE's receipt of notice setting forth such expenses.

B.   LICENSEE shall disclose to BATTELLE  improvement  inventions made solely by
     LICENSEE.  Improvement  inventions  made  solely by  LICENSEE  shall be the
     exclusive   property  of  LICENSEE,   but  BATTELLE   shall  be  granted  a
     nonexclusive, royalty-free, paid-up research license therein.

                                  17. RECORDS
                                  -----------

LICENSEE  shall keep  accurate  records  of all  operations  affecting  payments
hereunder, and shall permit BATTELLE or its duly authorized agent to inspect all
such records and to make copies of or extracts from such records  during regular
business hours throughout the term of this Agreement and for a reasonable period
of not less than three (3) years thereafter.

                               18. ASSIGNABILITY
                               -----------------

LICENSEE  shall not assign any rights  under  this  Agreement  not  specifically
transferable by its terms without the written consent of BATTELLE.  BATTELLE may
assign its rights hereunder.

                                   19. REFORM
                                   ----------

A.   The parties agree that if any part,  term,  or provision of this  Agreement
     shall be found illegal or in conflict with any valid  controlling  law, the
     validity of the remaining provisions shall not be affected thereby.

B.   In the event the  legality of any  provision  of this  Agreement is brought
     into question because of a decision by a court of competent jurisdiction of
     any country in which this Agreement applies, BATTELLE, by written notice to
     LICENSEE, may revise the provision in question or may delete it entirely so
     as to comply with the decision of said court.

                                 20. PUBLICITY
                                 -------------

Any use by  LICENSEE  of the name  BATTELLE  or of any  organization  related to
BATTELLE, including materials designed for the news media, is prohibited without
the express written approval of BATTELLE.

<PAGE>

License Agreement No. 514770                                                  11
April 29, 2004
Version #3

                           21. WAIVER AND ALTERATION
                           -------------------------

A.   The waiver of a breach  hereunder may be effected only by a writing  signed
     by the waiving party and shall not constitute a waiver of any other breach.

B.   A provision of this  Agreement  may be altered only by a writing  signed by
     both parties, except as provided in Article 19, above.

                                  22. MARKING
                                  -----------

A.   LICENSEE shall place in a conspicuous  location on any product made or sold
     under any PATENT coming with this Agreement,  a patent notice in accordance
     with the laws concerning the marking of patented articles.

B.   LICENSEE shall include a marking  provision similar to Paragraph A above in
     every sublicense granted pursuant to Article 11, above.

C.   LICENSEE  shall  place  in a  conspicuous  location  on all  copies  of the
     SOFTWARE and DOCUMENTATION the following copyright notice:

           Copyright (C) 2003 Battelle Memorial Institute
           All Rights Reserved.

D.   LICENSEE  shall place on all copies of the SOFTWARE and  DOCUMENTATION,  in
     the format specified below, the following statement:

           NOTICE:  These data were  produced  by  Battelle  Memorial  Institute
           (BATTELLE)  under  Contract  No.   DE-AC06-76RLO1830  with  the  U.S.
           Department  of Energy  (DOE).  For a five year  period from April 10,
           2003,  the  Government is granted for itself and others acting on its
           behalf a nonexclusive, paid-up, irrevocable worldwide license in this
           data to reproduce, prepare derivative works, and perform publicly and
           display  publicly,  by or on  behalf  of  the  Government.  There  is
           provision  for the possible  extension  of the term of this  license.
           Subsequent to that period or any extension granted, the Government is
           granted  for itself and others  acting on its behalf a  nonexclusive,
           paid-up,  irrevocable  worldwide  license in this data to  reproduce,
           prepare  derivative works,  distribute copies to the public,  perform
           publicly  and display  publicly,  and to permit  others to do so. The
           specific  term of the license can be  identified  by inquiry  made to
           BATTELLE  or DOE.  NEITHER  THE UNITED  STATES NOR THE UNITED  STATES
           DEPARTMENT OF ENERGY, NOR BATTELLE, NOR ANY OF THEIR EMPLOYEES, MAKES
           ANY WARRANTY,  EXPRESS OR IMPLIED,  OR ASSUMES ANY LEGAL LIABILITY OR
           RESPONSIBILITY FOR THE ACCURACY,  COMPLETENESS,  OR USEFULNESS OF ANY
           DATA,  APPARATUS,  PRODUCT, OR PROCESS DISCLOSED,  OR REPRESENTS THAT
           ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS.

<PAGE>

License Agreement No. 514770                                                  12
April 29, 2004
Version #3

                               23. IMPLEMENTATION
                               ------------------

Each party shall execute any  instruments  necessary to implement the provisions
of this Agreement.

                                24. CONSTRUCTION
                                ----------------

This  Agreement  shall be construed in accordance  with the laws of the State of
Washington of The United States of America and in the English language,  and any
action brought to enforce any provision or obligation hereunder shall be brought
in a court of competent jurisdiction in the State of Washington.

                    25. EXPORTATION OF TECHNICAL INFORMATION
                    ----------------------------------------

LICENSEE represents and warrants that it shall not export from The United States
of America  directly or  indirectly,  any technical  information  (or the direct
product  thereof)  furnished  to  LICENSEE  either  directly  or  indirectly  by
BATTELLE,   without  first  complying  with  all   requirements  of  the  Export
Administration  Regulations,  including the requirement for obtaining any export
license, if applicable.  LICENSEE agrees to indemnify,  defend and hold harmless
BATTELLE,  its officers,  agents and employees from all liability  involving the
violation  of  such  export  regulations,  either  directly  or  indirectly,  by
LICENSEE.

                               26. CERTIFICATION
                               -----------------

LICENSEE hereby  certifies that no principal of LICENSEE has been an employee of
BATTELLE or any of its  affiliated  companies  in the two (2) years prior to the
date of execution of this Agreement.

                               27. NO PRESUMPTION
                               ------------------

No provision of this Agreement  shall be interpreted for or against any party to
this  Agreement  on the basis  that that  party  was the  drafting  party of the
provision  and no  presumption  or burden of proof  shall arise  disfavoring  or
favoring any party by virtue of the  authorship of any of the provisions of this
Agreement.

                            28. ENTIRE UNDERSTANDING
                            ------------------------

This Agreement  represents  the entire  understanding  between the parties,  and
supersedes  all other  agreements,  express  or  implied,  between  the  parties
concerning  the  subject  matter  of this  Agreement.  Specifically,  no  future
representations made by BATTELLE staff shall be effective to alter any provision
herein  unless  such  representation  shall be made in writing by an  authorized
representative of BATTELLE having the power to do so.

                                 29. ADDRESSES
                                 -------------

For the  purpose  of all  written  communications  between  the  parties,  their
addresses shall be:


<PAGE>

License Agreement No. 514770                                                  13
April 29, 2004
Version #3



                              Web Safe Technologies, Inc.
                              Attention Joel Edelson, Vice President
                              202 South Wheeler Street
                              Plant City, FL 33563
                              Telephone:       (813) 754-4330 ext. 229
                              Fax:             (813) 754-2383
                              Email:           jedelson@utekcorp.com
                                               ---------------------

                              Battelle Memorial Institute
                              Attention Sr. Licensing Associate, Mailstop K1-53
                              P.O. Box 999
                              902 Battelle Blvd.
                              Richland, WA  99352
                              Telephone:       (509) 375-6308
                              Fax:             (509) 375-4487
                              Email:           David.Long@pnl.gov

or any other  addresses  of which  either  party shall notify the other party in
writing.

                                 30. EXPIRATION
                                 --------------

The offer to execute this Agreement shall expire if this Agreement is not signed
by both parties and returned to BATTELLE on or before May 19, 2004.


         IN WITNESS  WHEREOF  the  parties  have  caused  this  Agreement  to be
executed by their duly  authorized  officers on the respective  dates and at the
respective places hereinafter set forth.


BATTELLE MEMORIAL INSTITUTE               Web Safe Technologies, Inc.

BY                                        BY
        ----------------------------              ----------------------------

PRINTED                                   PRINTED
NAME      R. M. Schwenk                   NAME     Joel Edelson
        ----------------------------              ----------------------------

TITLE     Contracting Officer             TITLE    Vice President
        ----------------------------              ----------------------------

DATE                                      DATE
        ----------------------------              ----------------------------

<PAGE>


                                  ATTACHMENT 1

                           ROYALTY REPORT TO BATTELLE
                           --------------------------


From:________________________________________________________________________
         (Company Name)

Reporting Period:

From  _______________________  To _______________________ (3 Month Period Ending
March  31,  June 30,  September  30,  and  December  31, to be  Reported  by the
Following April 31, July 31, October 31, and January 31).


1.       Article 8, ROYALTIES

         GROSS SALES (LICENSEE and AFFILIATES)                ____________
                                                              X 0.03

         $ Amount of Royalties Owed:                          $___________




2.       Article 11B  (royalties  from  sublicenses)  50% of all  receipts  from
         Sublicensees  (or  1.5%  of  Sublicensee  GROSS  SALES,   whichever  is
         greater):

         $ Amount Royalties Owed:                              $____________


Total Royalties Due                                            $____________


Signed by__________________________________

Printed name_______________________________   Telephone No.____________________

Date_______________________________________   Telefax No.______________________

<PAGE>


                          LICENSE AGREEMENT NO. 514770

                                     BETWEEN

                           BATTELLE MEMORIAL INSTITUTE

                                       AND

                           Web Safe Technologies, Inc.


















                                   April 2004