**MASTER AGREEMENT FOR LICENSE**

        THIS MASTERAGREEMENT FOR LICENSE ("Agreement") is made and entered into as of January 30,2005 (the "Effective Date") by and between Broadband Wireless InternationalCorporation, a Nevada corporation ("BBAN") having offices at 82090 W. Sahara, #270, Las Vegas, Nevada 89117, U.S.A and WorldVuer, Inc., a Nevada corporation("Provider") having offices at 6215 West 10220 North, Highland, Utah 84003.

PURPOSE

> -  BBAN has expertise in Internet based marketing concepts,    celebrity access to enhance the market reach of any product and a history of    Broadband wireless communication.Provider has expertise in design and development services    for Internet applications and standalone software development.Provider has developed a bundled Visual Communications    Subscriber Line platform and service model to deliver interactive visual    communications, trade and commerce services via video and/or voice data over    a dedicated Virtual Broadband Network (VBN).BBAN desires Provider to license on a non-exclusive basis    its Visual Communication Subscriber Lines (VCSL) model and distributive    architecture to BBAN.BBAN desires Provider to license on a non-exclusive basis    its Virtual Broadband Network Operator (VBNO) service model, architecture,    and plan to BBAN.**AGREEMENT**
        NOW THEREFORE, inconsideration of the mutual covenants contained herein, the above described"purposes", and for other goof and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereby agree asfollows:
**Section 1.    Definitions.**
In this Agreement, the following words and expressions shallhave the following meanings:

1.1 "Confidential Information" means any    information written, transmitted or otherwise disclosed by any medium, by    one party to the other under this Agreement that is marked or otherwise    designated as confidential or which under the circumstances surrounding    disclosure ought to be treated as confidential. Confidential Information    shall not include any information that: (a) is or becomes a part of the    public domain through no act or omission or breach of this Agreement by    either party hereto; (b) was in Provider's lawful possession prior to the    disclosure, as shown by its written records, and had not been obtained by    Provider either directly or indirectly from BBAN.

1.2 "Deliverables" means the specific materials,    devices, products or other deliverables that are provided by the provider to    BBAN as a result of performing the Services and which are specified in this    Agreement and its Exhibits. 

1.3 "Individual Project Agreement" ("IPA") means    the task or project specific agreement executed between the parties that    defines the Services, IPR that are to be the subject of the License    hereunder, including the related Statement of Work, deliverables, schedule.    And acceptance criteria, as well as payment amount, terms and schedule, and    all other terms that are specifically related only to that particular task    or project in substantially the same form as Exhibit A attached hereto.

1.4 "Intellectual Property Rights" ("IPR") shall    mean, with respect to any technology, (i) all right, title and interest in    an to any patent, letters patent, industrial model, design patent, petty    patent, patent of importation, utility model, certificate of invention,    and/or other indicia or inventorship and/or invention ownership, and any    application for any of the foregoing, and including any such rights granted    upon reissue, division, continuation, or continuation-in-part applications    now or hereafter filed, related to any such application; (ii) all right,    title and interest in and to all trade secret rights arising under the    common law, state law, federal law or the laws of any foreign country; (iii)    all right, title and interest in and to all semiconductor mask work rights,    trademarks, and service marks; (iv) all copyright rights and all other    literary property and/or other rights of authorship; and (v) all right,    title, and interest in and to all know-how and show-how, in each case, with    respect to the subject technology. 

1.5 "Payment Schedule" means the schedule of    payment(s) set forth in each IPA with respect to the provision of the    Services.

1.6 "Project Schedule" means the timetable    relating to the performance of the Services set forth in each IPA. 

1.7 "Services" means the services described in the    Statement of Work attached to each IPA.

1.8 "Statement of Work" means the description of    the Services, Deliverables, and Project/Payment Schedules to be provided    under this Agreement and shall be attached to the related IPA.
**Section 2.     Statement of License.

2.1 Description of License. During the Term of    this Agreement and any renewals thereof, Provider shall, non-exclusively,    license to BBAN its Visual Communication Subscriber Line concept and related    technologies, which are bundled Visual Communication Subscriber Line    platform and service model to deliver interactive visual communications,    trade and commerce services via video and/or voice and data over a dedicated    Virtual Broadband Network (VBN).

2.2 Performance. Provider shall at all times    provide a sufficient number of qualified and skilled personnel to perform    the Services necessary to maintain the product quality of the VCSL. Unless    otherwise specified in writing, Provider shall provide all necessary    equipment, tools and other material, at Provider's own expense, necessary to    complete the technology and maintain its quality of market.
**Section 3. Compensation.**
3.1 Payment. BBAN shall transfer to Provider Sixty    Million (60,000,000) shares of its free trading stock, in addition, pay    Provider a fifteen percent (15%) annual royalty on the net revenues    generated, payable Quarterly. In addition, any amounts which are in    accordance with the Payment Schedule as provided in the applicable IPA.    Unless expressly provided for in the applicable IPA, Provider assumes the    risk of all other costs and expenses. 

3.2 Invoices. Each invoice for Services,    Deliverables, or reimbursable expenses shall be supported by (a) an itemized    description of Service/Deliverable/or expense(s) claimed and (b) attached    receipts, when such receipts are reasonably available. Invoices shall    reference the applicable Purchase Order, or in the absence of a Purchase    Order, the Agreement Number set forth above. With the exception of the    Quarterly Royalty Payment set for the in section 3.1 above, which will be    paid to Provider by regular payment shall be made upon receipt of invoice by    BBAN. Invoices and support documentation should be remitted to:

Broadband        Wireless International Corporation

Attention:        Accounts Payable Department

C/o Michael        Moore

3.3 Records. Provider and BBAN shall keep accurate    records of the time spent and work done and all charges, including expenses,    in the performance of Services hereunder. BBAN shall maintain books,    documents, papers and records or Provider involving the License and render    such records to Provider at the request of Provider.
**Section 4. Relationship Between the Parties.

4.1 Status. Provider's relationship with BBAN will    be that of an independent contractor and nothing in this Agreement should be    construed to create a partnership, joint venture, or employer-employee    relationship. Provider is not an agent of BBAN and is not authorized to make    any representation, contract, or commitment on behalf of BBAN. Providers    will not be entitled to any of the benefits that BBAN may make available to    its employees, such as group insurance, profit sharing or retirement    benefits. Provider will be solely responsible for all tax returns and    payments required to be filed with or made to any federal, state or local    tax authority with respect to Provider's performance of Services and receipt    of payments under this Agreement.

4.2 Non-Exclusive Relationship. Subject to    Provider's strict, continuing compliance with the Terms and conditions of    this Agreement, including without limitation, the confidentiality provisions    stated herein, nothing in this Agreement shall restrict or limit Provider    from rendering services to any other entity in any industry.

4.3 Solicitation of Employment. Both parties agree    not to directly or actively recruit, divert or solicit the employment of    either party's employees during the Term of this Agreement and any renewals    thereof and for a period of twelve months thereafter.
**Section 5.    Confidential Information.

Both parties hereto agree, for the Term of this    Agreement and any renewals thereof and two years after its expiration or    termination, not to disclose Confidential Information to any third parties    and will disclose Confidential Information only to their employees and    contractors with a need to know Confidential Information and whom have the    obligations of confidentiality not to use Confidential Information for any    purpose except as expressly permitted hereunder. The foregoing prohibition    on disclosure of Confidential Information shall not apply to the extent    certain Confidential Information is required to be disclosed by Provider or    BBAN as a matter of law or by order of a court.

By way of illustration, but not limitation, "Confidential    Information" may include tangible or oral disclosures relating to: (a)    Intellectual Property and Newly Developed Intellectual Property (each as    defined below); (b) information regarding Provider's or BBAN's plans for    research, development, new products, marketing and selling, business plans,    budgets and unpublished financial statements, licenses, prices and costs,    suppliers and customers; (c) information regarding the skills and    compensation of other employees of either party hereto; and (d) the    Services.
**Section 6.    Intellectual Property.**
6.1 Prior Intellectual Property. Title to and    ownership of Intellectual Property owned, made, conceived or reduced to    practice by each party prior to the Effective Date of this Agreement ("Prior    Intellectual Property") or Intellectual Property developed by a party    outside the scope of this Agreement during its Term shall not be affected or    changed by this Agreement, and such title and ownership rights shall survive    any termination of this Agreement.

6.2 Newly Developed Intellectual Property. BBAN    acknowledges that all prior and Newly Developed Intellectual Property shall    remain the sole and exclusive property of the Provider.

6.3 Assignments and Grants.

6.3.1 Assistance. Provider will reasonably assist    BBAN in obtaining, and from time to time enforcing United States IPR to the    licensed IPR within this agreement. To that end, Provider shall execute,    verify and deliver such documents and perform such other acts (including    appearances as a witness) as BBAN may reasonably request for use in applying    for, obtaining, perfecting, evidencing, sustaining and enforcing such    licensed IPR. In addition, Provider shall execute, verify and deliver    necessary documentation of License or such IPR to BBAN as is customary in    the industry. Provider's obligation to assist BBAN with respect to the    Licensed IPR shall continue beyond the termination of this Agreement, but    BBAN shall compensate Provider at a reasonable rate after such termination    for the time actually spent by Provider at BBAN's request on such    assistance.

6.3.2 Indemnification for Infringement. BBAN shall    indemnify, defend and hold harmless Provider and any of Provider's officers,    directors, employees, advisors, Providers, investors or affiliates from and    against any and all damages incurred by or asserted against any Provider    Indemnity of whatever kind or nature, because of a third party claim that    the Deliverables provided or the performance of Services hereunder infringes    any patent or other intellectual property rights of any third party ("Third    Party Claim") or violates existing law. Provider shall promptly notify BBAN's cost and expenses to defend against such Third Party Claim and to    control the defense and disposition (including, without limitation, all    decisions to litigate, settle or appeal) of such Third Party Claim and shall    cooperate in the defense thereof. Provider may, at its option and expense,    have its own counsel participate in any proceeding that is under the    direction of BBAN and will cooperate with BBAN and its insurer in the    disposition of any such matter. In the event that the Deliverables or    Services or the performance thereof are held to infringe any right of any    party covered by the foregoing indemnity. BBAN shall be entitled to (i)    obtain for Provider a license to such right, or (ii) submit a proposal to    Provider to modify the Deliverables or Services and/or the performance    thereof so that they no longer infringe.
**Section 7.    Provider's Representations andWarranties.**
Provider hereby represents and warrants that: (a)    Provider has the experience, qualifications and skills necessary to perform    Services under this Agreement in a competent and professional manner; (b)    the Newly Developed Intellectual Property will be an original work of    Provider and any third parties with rights will have executed the necessary    assignment of such rights as is reasonable in the industry; (c) Provider has    full right and power to enter into and perform this License Agreement    without the consent of any third party; (d) Provider will take all    reasonably necessary precautions to prevent injury to any persons (including    employees of BBAN) or damage to property (including BBAN's property) during    the Term of this Agreement; (e) should BBAN permit Provider to use any of    BBAN's equipment, tools, or facilities during the term of this Agreement,    such permission shall be gratuitous; (f) Provider shall comply with all    applicable state, federal and local laws, and executive orders and    regulations in the performance of Services under this Agreement and shall    notify BBAN immediately if Provider's work for BBAN becomes the subject of a    government audit or investigation; (g) Both parties hereto shall not,    without the prior written consent of the other, in any manner advertise or    publish the fact that they have entered into this agreement with the other;    and (h) that the Services and Deliverables will meet the specifications in    the applicable IPA.
**Section 8. Indemnification: Insurance.**
8.1 Indemnification. Both parties hereto will    indemnify the other party, its officers, directors, employees, sub licenses,    customers and agents from any and all claims, losses, liabilities, damages,    expenses and costs (including attorney's fees and court costs) arising out    of negligent acts or omissions of either party under this Agreement,    including any and all claims arising out of injury, disability or death of    any of the other parties employees or agents.

8.2 Insurance. Both parties hereto shall carry    Comprehensive General Liability Insurance if applicable, and Worker's    Compensation Insurance as required by law. The Comprehensive General    Liability Insurance policy, including premises liability, completed    operations/products if applicable and contractual liability should be for    not less than $1,000,000 in the aggregate.
**Section 9.    Limitations of Liability.****IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR    ANY CLAIM FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,    INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, REVENUE OR USE, EVEN IF THE    PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.    THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL    APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY REMEDIES.

Section 10.    Term and Termination.**
10.1 Term. This Agreement shall commence on the    effective Date and shall continue for five years (the "Term") unless earlier    terminated as provided below. This Agreement may be extended for successive    one (1) year periods upon the mutual written agreement of the parties, based    upon the performance by the parties hereto.

10.2 Termination Without Cause. In the event BBAN    terminates all or any part of this Agreement at any time without cause, BBAN    shall provide thirty (30) days written notice and Provider shall be entitled    to its costs already incurred in the performance of the Services. Any    termination claim by Provider must be submitted within thirty (30) days    after the effective date of termination. The provisions of this subparagraph    shall not limit or affect the rights of either party to terminate this    Agreement for cause and shall not apply to a termination for cause.

10.3 Termination With Cause. Should either party    hereto, without contributing fault of the other party, fail to make any    payment, delivery or perform the required Services in accordance with the    agreed upon payment terms, delivery date or schedule or otherwise fail to    make progress so as to endanger performance of this Agreement, either party    shall have ten (10) days to respond to said failure or breach. If the    defaulting party should fail to respond within (10) days of such written    notice, or otherwise fail to provide reasonable cause as to why this    Agreement should not be terminated, either party hereto may immediately    terminate this Agreement upon written notification to the other.

10.4 Consequences of Termination. Upon termination    for Cause of this Agreement, the party found to be in breach will be    reasonable to the other non-breaching party for all costs and expenses,    including a reasonable attorney's fees, incurred by such party due to the    breach of the other party. In addition, BBAN will immediately cease from    using any of the licensed IPR hereunder, and Provider with be entitled to    collect any amounts that are found to be due and owing for serviced rendered    hereunder. Further, both partied hereto will immediately deliver to the    other all documentation, tangible material and anything else embodying    Confidential Information which they have in their possession belonging to    the other party.
**Section 11.    General. 

11.1 Law. This Agreement shall be governed by and    construed in accordance with the laws of Utah without regard to its choice    or conflict of laws provisions. BBAN hereby consents to jurisdiction and    venue in the state of and federal courts sitting the State of Utah. The    parties agree that this Agreement was negotiated in Utah, and that    performance of this Agreement will primarily be in Highland, Utah.

11.2 Entire Agreement. This Agreement and the    Exhibits attached hereto contain the full and complete understanding and    agreement between the parties relating to the subject matter hereof and    supersede all prior and contemporary understandings and agreements, whether    oral or written, relating to such subject matter. Any waiver, modification    or amendment of any provision of this Agreement shall be effective only if    in writing and signed by both parties.

11.3 Notice. Any and all notices permitted or    required to be given hereunder shall be deemed duly given: (i) upon actual    delivery, if delivery is by hand; (ii) upon the third business day after    delivery into the United States mail if the postage is properly prepaid and    delivery is by first class, registered, or certified (return receipt    requested) mail; (iii) upon receipt if by facsimile transmission with    receipt confirmed; or (iv) upon delivery if by overnight courier. Each such    notice shall be sent to the respective parties may designate.

If to BBAN:

Broadband WirelessInternational Corporation

8290 West SaharaBlvd., Suite #270

Las Vegas, Nevada,89117

Fax: (702) 869-6126

If to the Provider:

WorldVuer, Inc.

6215 West 10220 North

Highland, Utah 84003

Fax: (801) 763-7350

 

 

11.4 Assignment. This Agreement may not be    assigned, in whole or in part, by either party of this agreement. Any    attempted assignment or delegation without such consent, except, as    expressly set forth herein, will be void. Subject to the foregoing, this    Agreement shall be binding upon shall inure to the benefit of each party    hereto and its respective successors and assigns. 

11.5 Business Dispute: Attorneys' Fees. If any    claim or controversy arises out of, or relates to, this Agreement, the    parties shall make a good faith attempt to resolve the matter through their    management. The managers having cognizance of the subject matter of the    Agreement for the party shall first meet and make a good faith attempt to    resolve such controversy by mediation in accordance with the rules of the    American Arbitration Association. Nothing herein however shall prohibit    either party from seeking judicial relief if such party would be    substantially prejudiced by a failure by the other party to act during such    time that such good faith efforts are being made to resolve the claim or    controversy.

11.6 Independent Contractor Status. It is agreed    that each of the parties hereto shall be Independent Contractors and that    this Agreement does not constitute or create a joint venture or agency    between the parties hereto, nor shall either of the parties hold itself out    as such contrary to the terms hereof by advertising or otherwise, nor shall    either party be bound or become liable because of any representation, action    or omission of the other party.

11.7 Waiver. The failure of either party to    enforce, at any time or for any period of time, the provisions hereof, or    the failure of either party to exercise any option herein shall not be    construed as a waiver or such provision or option and shall in no way affect    that party's right to enforce such provisions or exercise such option. No    waiver of any provision hereof shall be deemed effective unless in writing    and signed by the party to be charged therewith and no such waiver shall be    deemed a waiver of any succeeding breach of the same or any other provision    of this Agreement.

11.8 Severability. In the event any provision of    this Agreement us determined to be invalid or unenforceable by ruling of an    appropriate court of competent jurisdiction, the remainder of this Agreement    (and each of the remaining terms and conditions contained herein) shall    remain in full force and effect.

11.9 Captions. Paragraph titles or captions    contained herein are inserted only as a matter of convenience and for    reference.

11.10 Drafter. No party will be deemed the drafter    of this Agreement, both parties acknowledge that they had sufficient time to    have this Agreement reviewed by counsel and this Agreement will be deemed to    have been jointly prepared by the parties. If this Agreement is ever    construed, whether by a court or arbitrator, such court or arbitrator will    not construe this Agreement, or any provision hereof, against any party as    drafter.

11.11 Exhibits. The following exhibits are    incorporated herein by this reference as if fully set forth herein.

Exhibit A FORM OF INDIVIDUAL PROJECT AGREEMENT

11.12 Counterparts. This Agreement may be executed    in one or more counterparts and by exchange of signed counterparts    transmitted by facsimile, each of which shall be deemed an original and all    of which, when taken together, shall constitute one and the same original    instrument.

 

IN WITNESS WHEREOF, the parties hereto have executed thisMaster Agreement for License as of the Effective Date above.
**BBAN Provider**
Broadband WirelessInt'l Corp. World Vuer, Inc.

/s/MichaelWilliams                                                                                                                  /s/ Kenneth Andam        

By: Michael Williams                                                                                                                By: Kenneth Andam

Its: Chairman, VP                                                                                                                     Its: Chairman & CEO********