Exhibit 10.65


                       LICENSING AND SHAREHOLDER AGREEMENT


         This Licensing and Shareholder Agreement  ("Agreement") is entered into
this 29th day of March,  2000  ("Effective  Date") and made by and between MyWeb
Inc, a  corporation  organized  and existing  under the law of the US,  having a
principal  office at 595 Market  Street,  Suite 2500,  San  Francisco,  CA 94105
("MyWeb Inc"), Adgator, Inc., a corporation organized and existing under the law
of Washington State of the United States,  having a principal office at 10500 NE
8th Street,  Suite 1250,  Bellevue,  WA 98004 ("Adgator,  Inc.") and AdgatorCom.
Co., Ltd., a corporation  organized and existing under the laws of Korea, having
a  principal  office at 1594-4  Dea-A B/D,  2nd Floor,  Seocho-Dong,  Seocho-Gu,
Seoul, Korea ("AdgatorCom.Co.").

1.   Purpose. MyWeb Inc, Adgator, Inc. and AdgatorCom.Co. agree to join together
in the  strategic  alliance  in order to  implement  co-marketing  effort in the
global market,  including China, for the mutual interest and benefit.  MyWeb Inc
hereby agrees to use its best efforts to distribute  and maximize the use of the
Adgator  product in the domestic  Chinese market (PRC) and to secure the related
patent,  already applied by AdgatorCom,  for the domestic Chinese market.  MyWeb
Inc agrees that AdgatorCom is a principal partner in Korea.

2.   Components of Strategic and Capital Alliances

         (a)      Managerial Alliance

                  (1)  MyWeb Inc shall be  granted  a license  of the  Adgator's
                  internet  desktop portal product for the domestic China market
                  only to perform  desktop portal  service  through MyWeb China.
                  This  grant of license  will be limited to its own  service of
                  MyWeb China for the domestic Chinese market only.

                  (2) MyWeb Inc,  upon  execution of this  Agreement,  will be a
                  member of the Global  Advertising  Network  Program of Adgator
                  Group. MyWeb Inc run such advertisement  preferentially in the
                  desktop portal service of MyWeb China.

                  (3)  MyWeb  Inc will be  responsible  for all  aspects  of the
                  business operations in the domestic Chinese market.

                  (4) MyWeb Inc will be fully responsible for and will indemnify
                  Adgator  Inc  and  AdgatorCom  for  any  result   directly  or
                  indirectly  arising  from  its  business   operations  in  the
                  domestic  China.  Adgator  Inc and  AdgatorCom  will be  fully
                  responsible for any problem  related to intellectual  property
                  of the Adgator Product.

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                  (5) The advertisement  revenue will be shared in the following
                  way. If MyWeb Inc gets orders by itself, it will get [***] and
                  give [***] to Adgator  Inc and  AdgatorCom.  If Adgator Inc or
                  AdgatorCom  gets  orders by itself,  [***] will be allotted to
                  MyWeb Inc. The other  revenue  arising  from the  operation of
                  Adgator  Product will be shared:  [***] to MyWeb Inc and [***]
                  to Adgator Inc and  AdgatorCom.  For this purpose,  a separate
                  accounting and book keeping will be maintained by both parties
                  and reviewed and cleared every quarter.

                  (6)  AdgatorCom,  as the  principal  partner  of MyWeb  Inc in
                  Korea,  will  make  its  best  efforts  to  cooperate  for any
                  operation of MyWeb Inc in Korea.

         (b)      Technical Alliance

                  (1) In  connection  with the grant of the right to MyWeb  Inc,
                  Adgator  Inc  and   AdgatorCom.Co.   will  provide  solutions,
                  proprietary information and technologies relating to operation
                  of desktop portal service.

                  (2) Adgator Inc. and Adgatorcom.Co will, upon request of MyWeb
                  Inc, furnish  technically  qualified  personnel of Adgator Inc
                  and AdgatorCom as employees of MyWeb Inc to deliver  technical
                  services in the methods of operation of the product. It is the
                  intent of all  parties  that MyWeb Inc will employ 3-5 Adgator
                  Inc and AdgatorCom designated personnel.  All costs associated
                  with  customizing  the Adgator  product for the Chinese market
                  will be borne by MyWeb Inc.

                  (3) MyWeb Inc, Adgatorcom and Adgator Inc will provide various
                  information  about  technology  and business  model related to
                  Internet business with each other.

         (c)      Capital Alliance

                  (1)  Adgator.  Inc and  AdgatorCom  will  subscribe to one (1)
                  million USD worth of MyWeb Inc's stocks (USD0.01) at the price
                  per  share to  be  computed  based  on thirty  (30)%  discount
                  from  the  one  week  average  price  from  the  date  of this
                  Agreement.  Adgator  Inc and  AdgatorCom  will pay one hundred
                  thousand (100,000) USD as a deposit within two (2) weeks after
                  the signing.  If Adgator Inc and AdgatorCom do not fulfill the
                  balance (900,000 USD) within three (3) months from the date of
                  this  agreement,  the deposit  will be forfeited by MyWeb Inc.
                  MyWeb Inc will  issue to  Adgator  Inc and  AdgatorCom  the 12
                  months   restricted   MyWeb  Inc's   stocks  upon   successful
                  completion of the transaction.

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                  (2) Adgator.  Inc and AdgatorCom  will provide the opportunity
                  for MyWeb Inc to invest to both of Adgator. Inc and AdgatorCom
                  or Adgator-Japan in preferential condition.

3.   Term and Termination.  The agreement  shall take effect as of the Effective
Date hereof and remain in full  effect  unless the parties  mutually  agree,  in
writing,  to terminate or modify this agreement or there is a material breach by
either party to the terms set forth in this Agreement.

4.   Use and Assignment of License.   MyWeb Inc will  not  permit,  sub-license,
re-license  or otherwise  assign to any person or party  whatsoever  the Adgator
product,  or any of its related  technology  or  intellectual  property  without
written agreement of all parties.

5.   Miscellaneous.

         (a) In the  event  additional  terms  or  provisions  excluded  in this
         agreement  but required to deliver this  agreement,  such  modification
         will be made upon mutual agreement between parties.

         (b) In case of any dispute  between  parties  about  interpretation  or
         omission of any terms and  provisions  of the  agreement,  parties will
         mutually  agree to resolve such dispute in  accordance  with the common
         commercial custom.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed in their corporate name by their duly authorized representatives.

MyWeb Inc                                            Adgator.com Co., Ltd
                                                     Adgator Inc



/s/ Nin Contreras                                    /s/ Kyong Ho Song
---------------------------                          ---------------------------
Nin Contreras, CEO                                     Kyong Ho Song, CEO
595 Market Street, Suite 2500,                         1594-4 Dae-A Venture B/D,
San Francisco, CA  94105                               2nd Floor
                                                       Seocho-Dong,
                                                       Seoch-Gu, Seoul, Korea


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