KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS


            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS

This  is an agreement, hereafter also referred to as Partnership, between Kisnet
Corporation  Inc,  (KCI)  of  42  Orchard  Hills  Road,  Katonah, NY, 10536, and
MultiTrade  Technologies  LLC(MTT)  of  100  Park  Avenue,  NY,  10017
-----------------------------           ------------------  --

KCI)  is  a  software  development  company  and  has  developed  an  Enterprise
Management  System  (EMS)  software  development platform called STEPS (Straight
Through  Enterprise  Processing  Solution)  described in STEPS_ProductSheet.doc.

MTT  is  a limited liability corporation registered in NY, established to market
and  distribute  various  Enterprise Resource Planning (ERP) systems and related
technologies  for  different companies involved in trading of a variety of goods
and  services.

I.   SCOPE:
     ------

This agreement addresses the creation of a commercial relationship, which grants
MTT  a  license  to distribute ERP systems built on KCI's Information Technology
(STEPS(TM)  platform.

II.  PURPOSE:
     --------

To  service  Specified  Target  Markets  and  generate  revenues  from:
     1.   Providing  STEPS(TM) based EMS solutions to various Enterprises within
          the  Specified  Target  Market  on  a  licensed  fee  basis.
               -------------------------
     2.   Providing  maintenance,  customization  and  enhancement  services  to
          support  the  above  solutions.

III.  TERM:
      -----
This  agreement  is  effective  1st  of  January, 2004 for a term of five years,
                                ----------------------               ----------
unless  terminated  under the termination clauses _XI_& XII__ of this agreement.
It  may  be  renewed  thereafter  by  mutual  written agreement of both parties.

IV.  TERRITORIES:
     ------------
Exclusive:  USA,  The existing agreement for Mexico and Canada to be included as
            ---
Distributors  under the terms and conditions of the distributors agreement to be
drawn  by  the  mutual  consent  of  both  parties.

Other  regions  may  be  subsequently added as exclusive territories upon mutual
written  consent  of  both  Kisnet and MTT. Prior Kisnet agreements as listed in
SCHEDULE  E  are  excluded  from  this  agreement.
          -

V.   EXCLUSIVITY  &  NON-COMPETE:
     ----------------------------
This  is an exclusive agreement during the above-specified term.  And during the
term  of  this  agreement,  each  Party  agrees  for  adherence  to  its
expertise/activities,  while  executing  the  purpose  of this Partnership. With
respect  to this paragraph, non-adherence by a party hereto encompasses offering
the Services and Technologies that the other party hereto is entitled to provide
to  the  Customers  in  the  Territories,  under  this  Partnership.

VI.  KCI'S  OBLIGATIONS:
     -------------------

KCI  will  be  responsible  for:

1.   Delivery  of  STEPS(TM) versions on time as per the schedule in each client
     agreement,  agreed  by  KC  in  writing.

2.   Providing  the  design,  specification  and  the requirements for deploying
     STEPS(TM)  at  MTT.

3.   Maintenance  and  support  for  STEPS(TM)  to  MTT during the terms of this
     agreement.


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            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS


4.   Sales  support  to MTT's staff, clients and prospects on a fee basis (Sales
     Support  Fees)  -  included as a part of the compensation package described
     below.


VII.  MTT'S  OBLIGATIONS:
      -------------------

MTT  will  be  responsible  for  the  day-to-day-management  and  support of the
---
customers  and  as  will:
     1.   Identify  &  provide  client  requirements as well as ongoing changes.

     2.   Provide  the  infrastructure  (including  organization)  needed  for
          deploying  STEPS  based  solutions  to  its'  customers.

     3.   Provide sales, marketing & promotional services & first tier clients &
          prospects support, including administration for timely compensation of
          KCI.

     4.   Work  with  KC  team  to  develop  &  implement  project  plans.

     5.   All  IT  related  services  needed  by  MTT  for itself or any of its'
          clients  will  be  provided  exclusively by Kisnet during the terms of
          this  agreement  at  the  preferred  development  rates  specified  in
          SCHEDULE  R.

VIII.  COMPENSATION:
       -------------

MTT  will  compensate  KCI  for  as  follows:
1.   MTT  will  pay
     a.   KCI  $10,000/month  as a fixed amount of royalty during the first year
          of  this  agreement;
     b.   In  addition,  MTT  will  pay  KCI $10,000/month as Sales Support Fees
          during the first year of this agreement for the exclusive distribution
          rights.
2.   Special Enhancements, outside the scope of the initial agreement, requested
     by  MTT  will  be  made  at  the  preferred  development rates specified in
     SCHEDULE  R and  will  become  part  of  the  MTT_STEPS(TM)  platform.
               -
3.   MTT  will  pay  KCI  an additional 10% royalty on all STEP related revenues
     generated  by  MTT  from  its  clients  for  the systems and services to be
     delivered  "Revenue". The out of pocket expenses charged to the clients are
     not  considered  as  Revenue.
4.   MTT  will  pay KCI 45% of Revenue; in exchange, KCI is obligated to deliver
     all  the  systems  and  services  on  time  and  on  budget.
5.   After  the  initial  term  of  first  year,  a  minimum Kisnet revenue of $
     20,000/month  is  needed  to  retain  the  exclusive  distribution  rights.

IX.  PAYMENT  SCHEDULE:
                      -
MTT will pay KCI's compensation as specified in items 3 & 4 above, within 45
days of collection of its accounts receivables. REVENUE is defined as the amount
invoiced to clients less any normal discounts or refunds in addition to the out
of pocket expenses.
The payments will be due and made based upon on following.
1a in section VIII is payable on the first day of each month starting 01/01/04;
the first payment may however be made upon signing of the agreement.
1b in section VIII is payable on the 15th of each month starting 01/15/04; the
first payment may however be made upon signing of the agreement.


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            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS


X.   NON-SOLICITATION:
     -----------------
During  the  term of this Partnership, no employee of either Party shall solicit
for  the  purpose  of hiring any employee of the other.  For the purposes of the
preceding  sentence,  the  following does not constitute solicitation under this
Partnership: (i) use of an independent employment agency, so long as such agency
is  not  directed  to  contact  a specific employee of the other party, and (ii)
general  advertisements  not targeted at a specific employee of the other party.

XI.  TERMINATION:
     ------------

Notwithstanding  anything herein contained, either party shall have the right to
terminate  this  Partnership  forthwith  upon the happening of all or any of the
following  events,  namely:

     1.   Upon  the other making any arrangement or composition with the general
          body  of  its creditors or having a winding-up order passed against it
          or  going  into  liquidation,  voluntary  or  otherwise  than  for the
          purposes  of  reconstruction  or  amalgamation;

     2.   Upon  any  breach  or  default by the other of or in any of the terms,
          conditions  or  stipulations  herein  contained  and its failure for a
          period  of  not  less  than  sixty  days  to remedy the same after the
          receipt  by  it  of  written  notice  from  the  other  in that behalf
          requiring  it  so  to  do.

     3.   The  termination  of  this  Partnership  whenever and however it shall
          occur  shall  only  relate  to  the termination of the Partnership and
          shall  not  affect  any  of  the rights or obligations of either party
          which  have  accrued  before  termination  or  which  are  intended or
          expressed  to  survive termination except for items listed in SCHEDULE
          E.

XII.  EFFECTS  OF  TERMINATION:
      -------------------------

     1.   This  agreement  shall  no  longer  be  exclusive.

     2.   Within  30  days  after the termination or expiry of this Partnership,
          each  party shall return to the other all Confidential Information and
          all  other  materials and data of the Disclosing Party (related to the
          exclusive  distribution  right) and shall not retain any copies of the
          same.

     3.   Upon  the termination or expiry of this Partnership, the Parties shall
          continue  to  comply  with  the terms of this Partnership so far as is
          necessary to comply with the terms and conditions of any then existing
          agreements  with  mutual  clients.

     4.   All  obligations  of  confidentiality,  non-solicitation,  all  terms
          relating  to  the  ownership  of  intellectual  property  rights,  all
          limitations  and  exclusions  of  liability, and all indemnities shall
          survive  the  expiry  or  termination  of  this  Partnership.


XIII.  ASSIGNMENT:
       -----------

This  agreement may not be assigned to another party without the written express
permission  of  KCI.
In  witness  whereof,  the  parties  have  hereunto  executed  this  Agreement.

MULTITRADE TECHNOLOGY LLC (MTT).                  KISNET CORPORATION, INC (KCI).
----------------------------------                ------------------------------


By:                                              By:
       ---------------------------                      ------------------------

Name:  Joe Khan                                  Name:  Masood Khan

Title: Managing Partner                          Title: CEO

Date:                                            Date:
       ---------------------------                      ------------------------


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            KISNET - MTT / EXCLUSIVE DISTRIBUTION AGREEMENT FOR STEPS


                                     APPENDIX
                                    ---------


                                   SCHEDULE E
                                   ----------
                    EXCLUDED TERRITORIES AND PRIOR AGREEMENTS
                    -----------------------------------------


     1.   STEPS Mexico - Exclusive Distribution Agreement for Mexico.
     2.   BEST Canada - Exclusive Distribution Agreement for Canada.
     3.   RPG Systems Inc.  - Exclusive Distribution Agreement for Automobile
          Repair Shops
     4.

                                   SCHEDULE R
                                   ----------
                            PREFERRED RATES SCHEDULE
                            ------------------------


Rates per hour:

Development Support staff               $50
Programmers                             $75
Systems Analyst                         $100
Senior Consultant                       $125


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