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Sample Business Contracts

License Agreement - World Wide Video Inc. and DataPower Inc.

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             LICENSE AGREEMENT WORLD WIDE VIDEO, INC. DATAPOWER INC.



LICENSE AGREEMENT

         This AGREEMENT is made this 31st day of August, 1998 between World Wide
Video,  Inc. (WWV) a Colorado  Corporation,  (the  "Company")  having a place of
business  at  102A  North  Main  Street,   Culpeper,   VA  22701  and  DataPower
("DataPower"), a Colorado Corporation, (the "Promisor") of 101-1425 West
Pender Street, Vancouver, B. C. Canada V6G2S3.

WITNESSETH:

         WHEREAS,  WWV designs and  manufactures  leading  edge  technology  and
products  for the  Video  Telephony  market  as  described  in WWV  Confidential
Business Plan dated June 5, 1997. (the "technology"); and

         WHEREAS,   DataPower  desires  to  acquire  the  exclusive  license  to
manufacture,  use,  market and distribute the technology  from WWV in accordance
with the terms and conditions of this Agreement;

         NOW  THEREFORE,  in  consideration  of the  premises,  and  the  mutual
covenants  and  agreements   set  forth  herein,   and  for  good  and  valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of which  are  hereby
acknowledged, the parties hereto agree as follows:

1.        Grant of License.

        (a) Subject to the terms and  conditions  set forth in this  Agreement,
WWV hereby  grants to DataPower the  exclusive  license,  right and privilege to
manufacture, use, market and distribute the technology during the term hereof in
the Country of Canada. Furthermore,  WWV grants to DataPower the rights of first
refusal for the exclusive license to manufacture, use, market and distribute the
technology for the regions of South Africa and Australia / New Zealand.

         (b) WWV shall  furnish to  DataPower  the  technology's,  copies of all
patents, registered designs, schematics, manufacturing information and drawings,
and marketing  information  including any previous sales information and current
sales information. All of the above shall be kept confidential by DataPower. Any
Breach of this clause shall be a reason to terminate this agreement.

     (c)  WWV  shall   cooperate  fully  with  DataPower  in  its  endeavors  to
manufacture, use and market the technology in its exclusive territories.

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DataPower  agrees to reimburse all reasonable  costs connected with WWV support,
which will be agreed in writing by DataPower in conjunction with WWV

2. Term.  Unless earlier  terminated in accordance  with the terms hereof,  this
Agreement  shall  continue for the period  commencing the date hereof and ending
March 15, 2008 and extend the term by mutual consent thereafter.

3.        Consideration.

         (a) Convertible Debenture. DataPower to date advanced $50,000 by way of
         bridge finance to WWV. Upon delivery of 2 working prototypes DataPower,
         the  Debenture  will be converted  into 250,000 free trading  shares of
         WWV.  Furthermore,  WWV confirms  that the company is in the process of
         filing for approval to trade on the OTC-BB.

         (b)  Option to  Purchase  Additional  Shares.  WWV  agrees  to  provide
         DataPower  an option to purchase an  additional  500,000  free  trading
         shares for payment of $150,000 if such payment is made by September 23,
         1998  or  15  business  days  after  delivery  of  working  prototypes,
         whichever shall be the later.

         Upon the signing of this License  Agreement  DataPower agrees that this
         payment is in addition and not a part of the Royalty payments described
         in number  four (4) below.  Further,  WWV  agrees to  return,  in full,
         without  interest,  the $50,000 loan to secure the rights if WWV cannot
         deliver  working a United  State's  version of a commercial  product to
         DataPower within three months (3) of the signing of this agreement.

4. Royalties.  Said payment shall be made quarterly within sixty days of the end
of each  quarter.  The  royalty  payments  of 5% on  wholesale  sales  of  WWV's
products.  Attached to the payment shall be the proper accounting,  which may be
audited by WWV.

5. USA  Marketing  Rights.  In  consideration  of the  250,000  of 144 shares in
DataPower,  WWV grants  DataPower the  non-exclusive  rights to market to the US
Government Military Bases.

6. First right to acquire the exclusive  rights for South Africa.  WWV agrees to
provide  DataPower  with the first  rights to acquire the  exclusive  rights for
manufacturing,  use,  marketing and  distribution of WWV products and technology



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for payment of $25,000 on or before December 30, 1998 and royalty payments of 5%
on wholesale sales of WWV's products.

7. First right to acquire the  exclusive  rights for  Australia and New Zealand.
WWV agrees to provide  DataPower  with the first rights to acquire the exclusive
rights for  manufacturing,  use,  marketing and distribution of WWV products and
technology  for payment of $50,000 on or before  January 30,  1999,  and royalty
payments of 5% on wholesale sales revenues of WWV's products.

8.        Termination.

         (a)  This  Agreement   shall  terminate  upon  written  notice  at  the
         discretion  of either  party  hereto in the event the other party shall
         voluntarily  or   involuntarily   enter   bankruptcy,   reorganization,
         arrangement,  receivership or any similar proceedings or declare itself
         to be insolvent or bankrupt.  If either party is involved in any of the
         foregoing  events,  such party  shall  immediately  notify the other in
         writing of the occurrence of such event.

         (b) Upon  expiration or  termination  of this Agreement for any reason,
         DataPower shall cease and terminate the use of the technology.

         (c)  Termination  of this  Agreement  for any reason  shall not release
         either  party  of any  liability  accrued  through  the  date  of  such
         termination,  nor effect in any way the  survival of any claim  arising
         from any breach of any right,  duty or  obligation  of any party hereto
         accrued hereunder as of the date of such termination.

9.  Indemnification.  WWV  agrees,  for  WWV's  products  produced  by  WWV,  to
indemnify,  defend and hold  harmless  DataPower  from and  against  any and all
claims,  losses,  suits,  damages,  costs and liabilities relating to or arising
from its manufacture, distribution, use or sale of products using the technology
or the  breach  by WWV of any of its  warranties  or  representations  contained
herein.  WWV will not be  responsible  for any changes  made by DataPower to the
provided U.S. based product  manufacturing  information to meet  jurisdictional,
territorial and other requirements.

9.       Miscellaneous.

         (a) This  Agreement  shall be governed by and  construed in  accordance
         with the laws of the State of Colorado as applied to  residents  of the
         State of Colorado without regard to conflict of law principles.




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         (b) WWV  represents and warrants to DataPower that (i) WWV is the owner
         of the  technology,  (ii) WWV has the right and  authority  to grant to
         DataPower the license to use the technology in the manner  provided for
         herein (iii) the grant by WWV of the license  provided for  herein-does
         not violate or conflict with any  agreement,  instrument or commitment,
         or any law, rule, regulation,  court order or proceeding,  to which WWV
         is a party or is bound.

11. Prior Agreements. This Agreement supersedes all prior Agreements.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date set forth above.


LICENSOR:

WORLD WIDE VIDEO, Inc.


-----------------------------
John G. Perry, President



LICENSEE:

DataPower, Inc.


------------------------------
Brian Harris, President