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                                                                    EXHIBIT 10.2


                              LICENSING AGREEMENT


THIS AGREEMENT made as of the 8th day of December    , 1999.

BETWEEN:

     SMARTSOURCES.COM TECHNOLOGIES INC.,
     having an address for delivery at Suite 100, 2030 Marine Drive, North
     Vancouver, British Columbia, Canada, V7P 1V7

     (hereinafter called "SMARTSOURCES")

                                                               OF THE FIRST PART

AND:

     EVERDREAM CORPORATION
     Having an address for delivery at 1288 Pear Ave, Mountain View, CA 94043

     (hereinafter called "EVERDREAM")

                                                              OF THE SECOND PART

W H E R E A S:

A.   SmartSources specializes in the development and customization of its
     kServer software solution.

B.   Everdream wishes to contract SmartSources to implement a web portal
     solution based on the kServer software and the integration of third party
     solutions in the kServer.

C.   SmartSources has agreed to license to Everdream, and Everdream has agreed
     to license from SmartSources the software called kServer Portal Edition,
     upon the terms and conditions herein contained.

The parties hereto hereby covenant and agree as follows:


1.   DEFINITIONS

1.01 In this Agreement:

     "COMPLETION DATE" means the delivery date agreed between both Parties,
     being no later than January 30, 2000.

     "kSERVER" means the software developed by SmartSources.

     "kSERVER PORTAL EDITION" means the customization of the kServer to offer
     portal services to the end user according to the provisions contained in
     Schedule "B".

     "SYSTEM" means the hardware and operating system requirements to run the
     kServer Portal Edition as set out in Schedule "C".



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     "EMPLOYEES" and "PERSONNEL" means all employees, officers, directors and
     agents of SmartSources or Everdream, and any of them, and "EMPLOYEE" shall
     mean any of them.

     "CODE ERROR" is a mutually agreed upon program error in the latest release
     of kSERVER PORTAL EDITION to Everdream.


2.   LICENSE

2.01 SmartSources hereby grants to Everdream a perpetual, non-exclusive,
     non-transferable license (the "LICENSE") to use the kServer Portal Edition
     solely upon the terms and conditions herein contained.

2.02 The License herein granted to Everdream is solely granted upon the specific
     terms and restrictions herein contained, and such License does not grant to
     Everdream the right, (without limiting the generality of the forgoing):

     (a)  to sell, transfer, assign, publish or license the kServer Portal
          Edition, or any of it, to any other entity which is less than 100%
          owned by Everdream,

     (b)  to reproduce the kServer Portal Edition or to copy it onto other
          computers other than as initially licensed, except as specifically
          permitted in writing by SmartSources.

2.03 The License herein granted to Everdream shall allow multiple concurrent
     users and guarantee a minimum standard performance according to the
     provisions contained in Schedule "A".

2.04 The kServer Portal Edition shall remain the exclusive property of
     SmartSources, and Everdream covenants and agrees to do no act to impair the
     exclusive property rights of SmartSources in the kServer Portal Edition.

2.05 SmartSources reserves the right to protect, in any and all jurisdictions,
     by copyright, patent, tradename and all other forms of legal and equitable
     protection, its right, title and interest to the kServer Portal Edition.

2.06 SmartSources reserves the right to publish, sell, license or distribute the
     kServer Portal Edition to any third Party other than direct competitors of
     Everdream.


3.   TERM AND FEES

3.01 The license herein granted is effective as of the date of execution of this
     agreement.

3.02 Everdream agrees to pay SmartSources a customization, licensing and
     integration fee in the amount of $50,000 US Dlls for the system as
     described in Schedule "C".  In the following schedule:

     a)   $15,000 US Dlls. due upon the execution of this contract.

     b)   $35,000 US Dlls. due upon completion date.


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3.03  Everdream agrees to pay SmartSources the amount of $10,000 US Dlls. for
      each additional CPU as may be required from time to time in the future.

3.04  In addition to the fees payable hereunder, Everdream shall indemnify and
      hold harmless SmartSources against all value added, sales, social
      services, excise and other taxes, rates and duties chargeable against
      SmartSources (except taxes based on net income) arising from the
      transactions contemplated by this Agreement.

3.05  SmartSources shall submit all current invoices due for payment under this
      Agreement to the address of Everdream set out above, or such other address
      as Everdream may direct, in writing.

3.06  Everdream shall make payment of all accurately submitted invoices on a net
      30 days account basis.


4.  RESPONSIBILITIES

4.01  Each of Everdream and SmartSources shall designate a Project Manager. The
      respective Project Managers shall be responsible for managing the project
      according to the project plan, or as it may be amended from time to time.

4.02  The Project Manager for Everdream shall be responsible for the
      coordination and execution of Everdream obligations:


      (a)  gathering information about Everdream's procedures, practices and
           data as required for the configuration of the kServer Portal Edition
           and the development of any Special Requirements.

      (b)  co-ordinate the preparation of the System and configure the System in
           preparation for the kServer Portal Edition based upon the
           specifications set out in Schedule "B".

      (c)  planning and co-ordinating for Everdream on the installation and
           training of the kServer Portal Edition;

      (d)  post-installation maintenance of an up-to-date library of the new
           kServer Portal Edition releases and kServer Portal Edition backup;

      (e)  on-going liaison with the users of the kServer Portal Edition and
           liaison with SmartSources Project Manager.


4.03  The Project Manager for SmartSources shall be responsible for the
      coordination and execution of the SmartSources obligations including:

      (a)  customization of the kServer Portal Edition as set in Schedule "B"

      (b)  delivery of he kServer Edition to Everdream, installation of the
           kServer Portal Edition, and training in the use of the kServer Portal
           Edition as set out in Installation and Initial Training.

      (c)  on-going liaison with Everdream's Project Manager.

      (d)  rectify any code error that may be encounter from time to time in the
           kServer Portal Edition.


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     (c)  Develop of a detail low-level specification document based on Schedule
          "B" in agreement with Everdreams' project manager.

4.04 Everdream shall be solely responsible for the supervision, management and
     control of the kServer Portal Edition as installed in the System including,
     but not limited to:

     (a)  assuring proper machine configuration, program up-date installation,
          audit controls and operating methods;

     (b)  establishing adequate backup plans based on alternative hardware,
          fault tolerant systems or manual procedures as well as re-start and
          recovery procedures in the event of downtime;

     (c)  ensuring that only adequately trained and authorized employees use the
          kServer Portal Edition; and

     (d)  implementing sufficient procedures and checkpoints to satisfy
          requirements for security and accuracy of data input and output, as
          well as establishing and implementing adequate procedures and
          safeguards with respect to non-disclosure of the kServer Portal
          Edition.

     (c)  Develop of a detail low-level specification document based on Schedule
          "B" in agreement with SmartSources' project manager.

5.   WARRANTIES AND LIMITATIONS OF RESPONSIBILITY

5.01 SmartSources warrant that the kServer Portal Edition will perform in
     accordance with the official release of the kServer.

5.02 SmartSources warrant that the kServer Portal Edition does not infringe any
     patent, trademark, copyright or other rights of ownership of any third
     party. SmartSources shall clearly identify any software which is required
     to be used in conjunction with the kServer Portal Edition, such as
     operating systems or communication software, which must be licensed from
     third parties. SmartSources shall indemnify and hold Everdream harmless
     from and against any claims, demands, expenses, liabilities and judgments
     arising out of, or in connection with, any claim that the kServer Portal
     Edition infringes any existing patent, copyright, trademark or right of
     ownership as aforesaid.

5.03 The above warranties are in lieu of any and all other warranties express,
     implied or statutory, including, though not limited to, any implied
     warranties of merchantability or fitness for a particular purpose.
     Everdream expressly waives any such warranties as may be imposed by law. In
     no event shall SmartSources be liable for direct, indirect, special or
     consequential damages (including damages for loss of business profits,
     business interruption, loss of business information) arising out of any
     breach of the above warranties or implied warranties, even if SmartSources
     has been advised of the possibility of such damages.

5.04 Neither warranties herein granted shall extend to the rectification of
     failures from:

     (a)  a defect in or malfunction of the designated hardware or any other
          Everdream equipment in the System;





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       (b)  the use of the kServer Portal Edition on computer hardware or a
            computer configuration other than the System;

       (c)  electrostatic discharge or magnetic fields;

       (d)  the misuse of the kServer Portal Edition or its use in conjunction
            with any other software;

       (e)  any failure to keep or store the kServer Portal Edition correctly;

       (f)  failure to keep all or part of any equipment clean;

       (g)  any damage occasioned by acts of war, civil unrest, or acts of God;
            or

       (h)  any other cause not within the control of SmartSource and which
            could not be prevented by the exercise of reasonable diligence by
            SmartSources


6.     ENHANCEMENTS AND OTHER BUSINESS

6.01   SmartSources shall have the right, at any time and from time to time, to
       modify, expand or enhance the kServer Portal Edition, and Everdream shall
       cooperate fully with, and allow SmartSources personnel to effect such
       changes, provided that such changes do not interfere with, or disrupt
       Everdream's Planning Operations or use of the kServer Portal Edition.


7.     CONFIDENTIALITY, RESTRICTIVE COVENANTS AND INFRINGEMENT

7.01   Everdream shall keep the kServer Portal Edition confidential, and
       Everdream covenants and agrees not to make available any part of the
       kServer Portal Edition, including, but not limited to user manuals,
       functional specifications, machine code, object code, machine code
       translations, screen dumps or reproductions, software printouts or
       database descriptions in any form to any third party.

7.02   Everdream shall not divulge, furnish, use for the benefit of any third
       person, or make accessible, to any third party, the kServer Portal
       Edition, or any part thereof, including, without limitation, logic
       diagrams, flow charts, and/or object code.

7.03   Everdream shall not use the kServer Portal Edition, or any part thereof,
       to provide services for any firm, company or individual outside of
       Everdream's registered users and visitors to any Everdream's web sites,
       or for any purpose or use other than as strictly licensed herein, whether
       for remuneration or not.

7.04   Everdream shall not copy the kServer Portal Edition, in whole or in part,
       except as specifically authorized in writing by SmartSources.

7.05   Everdream, recognizing that the kServer Portal Edition and all
       information in respect thereto constitutes valuable proprietary rights
       and ownership to SmartSources, covenants and agrees to indemnify and hold
       harmless SmartSources against any and all loss or damage occasioned by
       Everdream's breach of the terms of this Agreement.

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7.06   In the event that Everdream becomes aware that a third party or parties
       are improperly using the kServer Portal Edition, or any part thereof, or
       infringing upon any proprietary rights of SmartSources to the kServer
       Portal Edition, Everdream shall promptly notify SmartSources of all facts
       known to its relating to such use.

7.07   Everdream shall comply with all reasonable requests to assist
       SmartSources in protecting SmartSources' proprietary interest in the
       kServer Portal Edition. Everdream shall take all action required with its
       employees and agents, by agreements or otherwise, to comply with its
       obligations under this Agreement with respect to preventing unauthorized
       use, copying, modification or other distribution of the kServer Portal
       Edition, and the protection and security with respect to the provisions
       of this Agreement.

7.08   SmartSources covenants and agrees to not disclose any information it
       receives concerning the business of Everdream without Everdream's
       specific written consent, or unless such information becomes publicly
       available through no action of SmartSources. SmartSources shall take
       appropriate action with its employees, by agreement or otherwise, to
       satisfy its obligations  under this sub-paragraph.

8.     TERMINATION

8.01   This Agreement may be terminated prior to the expiration of the term
       hereof as follows:

       (a)     The failure by Everdream to pay any amounts due hereunder, where
               such failure is not fully corrected within 14 days of written
               notice by SmartSources to Everdream;

       (b)     The failure or neglect of a party (the "breaching party") to
               observe, keep, or perform any of the covenants, terms and
               conditions hereunder, where such non-performance is not fully
               corrected by the breaching party within 30 days of written notice
               by the non-breaching party to the breaching party;

8.02   Immediately upon any termination of the License herein granted for any
       reason, Everdream shall:

       (a)     immediately cease using the kServer Portal Edition, or any part
               thereof, in any manner whatsoever;

       (b)     return or immediately destroy, or cause to be destroyed, all
               copies, backups and versions of the kServer Portal Edition
               licensed herein;

       (c)     immediately return to SmartSources all material and documentation
               provided with, generated by or descriptive of the kServer Portal
               Edition including, without limitation, user manuals, object code
               listings, source code listing, machine code translations,
               functional specifications, screen dumps or reproductions,

       and

       (d)     forthwith furnish to SmartSources a certificate in form and
               substance satisfactory to SmartSources certifying to the
               destruction of the kServer Portal Edition licensed herein and the
               return of all material and documentation.

9.     GENERAL


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9.01   Any notice, request, demand consent or other communication
       provided or permitted hereunder shall be in writing and delivered to the
       party whose address and facsimile number for the receipt of such document
       is as follows.

       (a) If to SmartSources:
           Delivery:             SmartSources Technologies Inc.
                                 #2030 Marine Drive, Suite 100
                                 North Vancouver, British Columbia
                                 V7P 1V7        CANADA
                                 Facsimile:     (604) 688-2375


       (b) If to Everdream:
           Delivery:             Everdream CORPORATION
                                 1288 Pear Ave.
                                 Mountain View, CA 94043
                                 U.S.A.
                                 Facsimile:     (419) 791-3978


       or to such other address for delivery or facsimile as a party may, in
       writing, direct. Any notice so given shall be deemed to have been
       received on the date it was delivered or transmitted.

9.02   This Agreement shall be governed in all respects by the laws of the State
       of California, and any dispute thereunder shall be subject to the
       exclusive jurisdiction of the State of California.

9.03   Time is hereby expressly made of the essence with respect to the
       performance of the parties of their respective obligations under this
       Agreement.

9.04   SmartSources shall not be held responsible, nor shall SmartSources be
       considered in breach of this Agreement, for the failure of SmartSources
       to fulfill any terms or provisions hereof if such failure was a result of
       civil disorder, war, governmental decrees or laws, acts of enemies,
       strikes, floods, acts of God, or by any other cause not within the
       control of SmartSources and which could not have been prevented by
       SmartSources exercising reasonable diligence.

9.05   Everdream shall not be held responsible, nor shall Everdream be
       considered in breach of this Agreement, for the failure of Everdream to
       fulfill any terms or provisions hereof if such failure was a result of
       civil disorder, war, governmental decrees or laws, acts of enemies,
       strikes, floods, acts of God, or by any other cause not within the
       control of Everdream and which could not have been prevented by Everdream
       exercising reasonable diligence.

9.06   The parties hereto hereby covenant and acknowledge that the provisions of
       this Agreement with respect to confidentiality and other protection set
       forth in this Agreement shall survive the termination of the LICENSE
       granted herein.

9.07   No omission or delay of either party hereto in requiring due and punctual
       fulfillment by the other party of the obligations of such party hereunder
       shall be deemed to constitute a waiver of its right to require due and
       punctual fulfillment, or a waiver of any of its remedies hereunder.



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9.08 The parties hereto are independent, and neither party is the agent, joint
     venture, partner or employee of the other and no party shall be able to
     bind the other party.

9.09 The parties covenant and agree to make all applications, execute all other
     deeds, documents, instruments and assurances, and do such further and other
     acts as may be necessary or desirable to carry out the true intent and
     meaning of this Agreement, and to give full effect to the transactions
     contemplated or intended hereby.

9.10 This Agreement shall ensure to the benefit of and be binding upon the
     parties hereto and their respective successors and permitted assigns.

9.11 Headings and Captions are for the purposes of convenience only, and are not
     to be construed as part of this Agreement.

9.12 Terms of computer terminology which are not otherwise defined herein shall
     have the meanings normally attributed thereto in the computer terminology,
     data processing and computer industries, unless the context of the use of
     such terminology would suggest otherwise.

9.13 This Agreement constitutes the entire Agreement of the parties with respect
     to the subject matter hereof, into which all prior negotiation, commitment,
     representations and undertakings of the parties are merged and, except as
     herein specifically provided, there are no oral or written understandings
     or agreements between the parties hereto relating to the subject matter
     hereof.

9.14 No amendment or other modification of this Agreement shall be valid or
     binding on either party hereto, unless in writing and executed by the
     parties hereto.

9.15 This Agreement may be executed in counterparts, each of which when so
     executed and delivered shall be deemed an original, but such counterpart
     together shall constitute but one and the same instrument.


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EXECUTED by the parties hereto as of the day and year first above written.


BY SmartSources.com Technologies, Inc.:


/s/  Nathan Nifco                                 CEO
------------------------------                    ------------------------------
Authorized Signature                              Title


Nathan Nifco                                      December 8th, 1999
------------------------------                    ------------------------------
Name                                              Date


By Everdream Corporation


/s/  Kevin Thompson                               VP Business Development
------------------------------                    ------------------------------
Authorized Signature                              Title



Kevin Thompson                                    Dec. 13, 1999
------------------------------                    ------------------------------
Name                                              Date


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                                  SCHEDULE "A"

                             PERFORMANCE STANDARDS


--   5 concurrent page views with a worst-case 2 second response time.

--   250,000 page views per day.


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                                  SCHEDULE "B"
                          REQUIREMENTS SPECIFICATIONS

1.   Customization of look and feel of the start page. SmartSources will
implement everdream's style templates into the aesthetics of the portal page.

Deliverable due December 15th, 1999

2.   Preemptive personalization to create a user portal start page. SmartSources
will integrate the user information gathered in everdream's e-commerce order
process into the portal.

Specifically:

     2.1  Users will be pre-registered in the portal.

     2.2  Address information will be used in order to provide approximate
     weather reports.

     2.3  Directions -- the user's shipping address will be used as the start
     address for directions.

     2.4  User's birthday will be mapped to any relevant module.

     2.5  User's zip code will pre-select one sports team from the NFL, NHL,
     NBA, college football, and college basketball.

Module list:

     --   Bookmark
     --   Calculator
     --   Census maps
     --   Content manager
     --   DNS
     --   Directory search
     --   Discussion boards
     --   Domain search
     --   E-mail
     --   Horoscopes
     --   Package tracker
     --   Shopping
     --   Stocks
     --   iSyndicate News (syndicated from over 50 sources)
     --   Streetmaps
     --   Weather
     --   Yellow pages

Deliverable due: January 30, 2000



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                                  SCHEDULE "C"

                              SYSTEM REQUIREMENTS

--   Minimum CPU Pentium III including a mirroring fault tolerance server non
     concurrently outputting pages.

--   1 Gigabyte of RAM

--   Minimum of 9 Gigabytes of Hard disk space

--   Minimum access to ORACLE Database 8.0

--   NT Operating System

--   Servlet engine


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