Application Service Provider (ASP) and Virtual Cell Centers (VCC) Technology License Agreement

THIS HEADS OF AGREEMENT made this 17th day of December,1999


BETWEEN


InfoCast Corporation a company incorporated in Nevada with registered office at Lisle, Illinios represented by Mr A. T. Griffis, Co-Chairman (hereinafter referred to as "INFOCAST")


and


InfoCast (Australasia) Limited (ACN 090 413 200) a company incorporated in Australia with registered office at 201 Great Eastern Highway, Belmont, WA 6104 represented by James David Taylor (hereinafter referred to as " IAL")


collectively known as the PARTIES


WHEREAS:


INFOCAST owns or is developing certain technologies, including licences and software, as well as business, technical and marketing expertise in relation to providing services in the fields of Application Service Provider (ASP) and in particular Virtual Cell Centers (VCC), Teleworks and Distance Learning as detailed in its Business Plan hereinafter referred to as the "Licensed Technology".


WHEREAS:


IAL desires to license the Licensed Technology for development of business based on the Licensed Technology in the Australasian region.


NOW THEREFORE in consideration of mutual promises and covenants the parties agree as follows:


Article - Definitions


"Australasia" means Australia, New Zealand, the islands of the
Southern Pacific Ocean, China, Hong Kong, Vietnam, Cambodia,
Thailand, Laos, Singapore, Malaysia, Indonesia and the Philippines


"Licensed Region" means the region in which IAL has the rights to
develop the business of the Licensed Technology, which shall
comprise Australasia.


"Licensed Technology" means the licences and software, and business,
technical and marketing experience owned by INFOCAST in relation to
providing services in the fields of Application Service Provider
(ASP) and in particular Virtual Cell Centers (VCC), Teleworking and
Distance Learning as detailed in the INFOCAST Business Plan and
includes any future developments of refinements except New Rights.


"New Rights" means new technologies, whether owned or licensed, outside of the areas defined in the Licensed Technology.


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Article 2 - Grant of License


2.1 To the extent permitted under its agreements with third parties,
INFOCAST shall grant the following exclusive license to IAL to:


i) develop and market the Licensed Technology in the
Licensed Region;


ii) enter into partnerships which are beneficial to the
development and marketing of the Licensed Technology;


` iii) transfer the Licensed Technology to a new corporation
("NEWCO") for the purpose of raising finance, expanding
the business of the Licensed Technology or increasing
the value of the Licensed Technology. Any rights or
obligations under this Agreement shall automatically
transfer from IAL to NEWCO and NEWCO will enter into a
new licensing agreement with INFOCAST.


IAL, NEWCO and any partnerships of IAL and NEWCO are prohibited from
offering to do business based on the Licensed Technology outside of
the Licensed Region.


Article 3 - Disclosure of Licensed Technologies


3.1 INFOCAST shall disclose the Licensed Technologies to IAL or NEWCO in
a timely fashion and shall not withhold any information. To the
extent permitted, any new developments or refinements which shall
mean new patents or technologies concerning the Licensed Technology
shall be disclosed to IAL for IAL to use in the Australasian region
and for the purpose of this Agreement shall become part of the
Licensed Technology other than New Rights.


Article 4 - Technical Assistance


4.1 INFOCAST shall provide IAL with technical assistance relating to the
development, marketing and implementation of the Licensed Technology
including its adaptation of a non-material nature to the
Australasian region. Such assistance shall include but not be
limited to sending INFOCAST personnel to the Australasian region on
an agreed basis, training IAL personnel in the North American
offices, access to manuals and marketing strategies and generally
providing assistance to ensure the successful implementation and
development of the Licensed Technology. The PARTIES acknowledge that
the technical assistance provided by INFOCAST is intended to train
and transfer the Licensed Technology to IAL's personnel including
assistance with marketing and shall not be construed as an offer to
run the business.


Article 5 - Consideration


5.1 For the disclosure and right to use the INFOCAST Licensed Technology
and for the ongoing technical assistance IAL shall pay to INFOCAST:


A) License Fee


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i) A First License Fee of US$250,000 payable nine months
after signing of this Agreement or at the completion of
capital raising where the net proceeds exceed
US$2,000,000, whichever occurs first.


ii) A second License Fee of US$250,000 payable 15 months
after the signing of this Agreement.


iii) An ongoing License Fee of US$500,000 every six months
starting 21 months after the signing of this Agreement.


iv) In the event that IAL completes a public fund raising
greater than Australian $5 million prior to 21 months
after the signing of this Agreement the ongoing license
fee in (iii) above will commence immediately and any
unpaid fees in (i) and (ii) above will be cancelled.


B) Royalty


A Royalty of 0.5 (one-half of one) per cent of revenue that is
derived from the sales generated from the INFOCAST Licensed
Technology during IAL' first ye ...