EXHIBIT 10.49 A PORTION OF THE EXHIBIT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION RESELLER AGREEMENT AGREEMENT made as of this twelfth day of January, 1998 by and between Simon...

EXHIBIT 10.49

A PORTION OF THE EXHIBIT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT, AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

RESELLER AGREEMENT

AGREEMENT made as of this twelfth day of January, 1998 by and between Simon &
Xxxxxxxx, Inc. ("RESELLER") with a place of business at Xxx Xxxx Xxxxxx, Xxxxx
Xxxxxx Xxxxx, Xxx Xxxxxx 00000 and GALACTICOMM TECHNOLOGIES, INC.
("GALACTICOMM") with principal offices at 0000 XX 00 Xxxxxx Xxxxx 000, Xxxx
Xxxxxxxxxx, Xxxxxxx 00000.

WHEREAS, GALACTICOMM has developed some computer PROGRAMS which it desires to
license to RESELLER for purposes of distribution and marketing, and WHEREAS;
RESELLER DESIRES TO MARKET THE COMPUTER PROGRAMS DEVELOPED BY GALACTICOMM; NOW
THEREFORE, in consideration of the mutual promises contained herein it is hereby
agreed as follows:

1. LICENSE

1.1 Distribution Rights

During the term hereof, GALACTICOMM grants to RESELLER and its affiliates the
non-exclusive right and license to market and distribute through any and all
channels and media the computer PROGRAMS described in Schedule "A" (hereinafter
referred to as the "PROGRAMS"), as such computer PROGRAMS may be upgraded or
modified from time to time by GALACTICOMM. The geographical limitation of this
right and license is North America. Unless otherwise specified, the term
PROGRAMS as hereinafter defined, shall refer to the binary or object code of the
PROGRAMS and not the source code. Nothing herein shall be interpreted to
include, and GALACTICOMM does not hereby grant to RESELLER, any right or license
to enter into a VAR, OEM or other redistribution agreement or license. RESELLER
may sell the PROGRAMS as stand-alone products or bundled together with other
products.

1.2 License to Use Trademark and Trade Name

Any and all trademarks and trade names which GALACTICOMM uses in connection with
the license granted hereunder are and shall remain the exclusive property of
GALACTICOMM. This Agreement gives RESELLER no rights therein except for a
limited license to reproduce trademarks and trade names as necessary for, and
for the sole purpose of allowing RESELLER to fully promote and sell the PROGRAMS
pursuant to the terms of this Agreement. RESELLER may Co-Brand Product with
GALACTICOMM. RESELLER may submit to GALACTICOMM trademarks, designs and other
materials as needed to produce a Co-Branded product.

1.3 Term

This Agreement shall continue in full force and effect from the date this
Agreement was entered into, as specified above, until December 31, 2000 and will
thereafter automatically be renewed for additional periods of one (1) year.
Prior to the end of the initial term (or of any successive renewal terms) of the
Agreement, this Agreement maybe canceled by ninety (90) days' prior written
notice by either party to the other.

2. PRICE AND PAYMENT

2.1 Price

Purchase price to RESELLER, and RESELLER's payment obligations for the PROGRAMS
& SERVICES, are set forth in Schedule "A". Unless expressly provided to the
contrary in this Agreement, RESELLER is under no obligation to buy any of the
products or services set forth on Exhibit A; in the event it elects to do so,
however, the prices set forth on Exhibit A shall govern. The prices in Schedule
A are guaranteed until December 31st, 1998. After that time they may increase by
not more than 10% in each subsequent year.

2.2 Shipment

GALACTICOMM agrees to supply RESELLER with a minimal quantity of twenty five
(25) units of the software PROGRAMS as an initial stocking order in December
1997. RESELLER will have a period of six (6) months from initial delivery to
sell the PROGRAMS. At such time, RESELLER will be allowed to return all unsold
PROGRAMS for a credit. Galacticomm shall maintain sufficient inventory to satify
any and all future orders (if any) from RESELLER. GALACTICOMM agrees to ship the
software PROGRAMS to RESELLER within 48 hours of receiving an order via carrier
of

GALACTICOMM's choice, with risk of loss to be borne by GALACTICOMM until
delivery to RESELLER'S site at which time the risk of loss shall shift to
RESELLER. RESELLER is under no obligation to buy any minimum number of PROGRAMS.

2.3 Terms of Payment

RESELLER agrees to pay GALACTICOMM within 45 days of receipt of invoices with
the exception of the initial stocking order where RESELLER will pay GALACTICOMM
within 30 days of the actual resale of its PROGRAMS. In the event that the
initial stocking order is depleted prior to June 30th, 1998, payment to
GALACTICOMM will be made within 30 days of receipt of invoices. GALACTICOMM
offers a discount of two percent (2.0%) for early payment within ten (10) days
of SELLERS receipt of each invoice.

2.4 Taxes

RESELLER's payment obligation includes any federal, state, county, local or
other governmental taxes, duties or excise taxes, now or hereafter due and
payable in connection which is applied on the production, storage, sale,
transportation, import, export, licensing or use of the PROGRAMS including sale
tax, value added tax or similar tax. Any taxes imposed by federal, state or any
municipal government or any amount in lieu thereof, including interest and
penalties thereon paid or payable at any time by GALACTICOMM in connection with
GALACTICOMM'S sale to RESELLER, exclusive of taxes based on net income, shall be
borne by RESELLER.

3. OWNERSHIP AND PROPERTY RIGHTS

3.1 Ownership

GALACTICOMM represents and warrants that it has all necessary rights in and to
all copyrights, patents and other proprietary rights associated with the
PROGRAMS that are necessary to market, distribute and license the PROGRAMS
exclusive of any RESELLER trademarks that are provided in connection with
co-branding or RESELLER's marketing and sales of the PROGRAMS (which trademarks
shall at all times remain RESELLER's property). GALACTICOMM has the unrestricted
right and authority to enter into this Agreement and to grant the rights and
licenses hereunder with respect to the PROGRAMS.

3.2 Property Rights

RESELLER acknowledges and agrees that it obtains no ownership or title in and to
the PROGRAMS by virtue of this Agreement. RESELLER's sole rights are the
distribution and other rights set forth in Section 1 above.

It is expressly understood and agreed that no title to, or ownership of, the
PROGRAMS, or any part thereof, is hereby transferred to RESELLER. RESELLER will
not remove or modify any copyright notice included with the Programs and
diskettes or other tangible media delivered by GALACTICOMM. RESELLER
acknowledges and agrees that all persons who use the PROGRAMS must be licensed
by the current GALACTICOMM License Agreement set forth in Schedule "B" or sign a
RESELLER license agreement that is materially similar. All use of any
GALACTICOMM trademark in any marketing and promotion, including but not limited
to, advertisements and packaging, shall contain notification that such trademark
is a trademark which was developed and is owned by GALACTICOMM.

3.3 Unauthorized Copying

RESELLER agrees that it will not copy, modify or reproduce the PROGRAMS in any
way, except as otherwise provided herein. However, RESELLER is not responsible
for the disclosure, use, modification or copying of the PROGRAMS by its
customers or any other third party so long as RESELLER did not authorize or
participate in any such activity. RESELLER agrees to promptly notify GALACTICOMM
of any circumstances of which RESELLER has knowledge relating to any
unauthorized use or copying of the PROGRAMS by any person or entity not
authorized to do so. Fine

4. WARRANTY

4.1 Customer Warranty

GALACTICOMM will enclose, as part of the PROGRAMS package, a warranty with
respect to the physical media enclosed therein which is identical to the
warranty contained in the then current GALACTICOMM License Agreement (a copy of
which

is set forth in Schedule "B"), and that the PROGRAMS shall operate in all
material respects in conformance with their published specifications and/or user
documentation. GALACTICOMM agrees to fulfill its responsibilities under the
warranty delivered with the PROGRAMS, as the same shall be modified from time to
time. RESELLER acknowledges and agrees that the warranty furnished by
GALACTICOMM with copies of the PROGRAMS is the only warranty made (or to be
made) with respect thereto. RESELLER agrees to include the current GALACTICOMM
License Agreement (or a materially similar license agreeemnt used by RESELLER)
with every copy of the PROGRAMS it distributes and not to make any other
representations or warranties with respect to the PROGRAMS.

4.2 Disclaimer of Additional Warranties

OTHER THAN THOSE WARRANTIES SET FORTH IN PARAGRAPH 3.1 and 4.1, GALACTICOMM DOES
NOT WARRANT, REPRESENT, OR GUARANTEE THAT ALL PROBLEMS WILL BE CORRECTED OR THAT
ANY UPDATES WILL BE COMPATIBLE WITH PREVIOUS VERSIONS OF THE PRODUCTS. EXCEPT AS
EXPRESSED ABOVE, GALACTICOMM DISCLAIMS ALL WARRANTIES, EXPRESSED AND IMPLIED, TO
THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, AND GALACTICOMM DISCLAIMS ALL OBLIGATIONS AND LIABILITY ON
GALACTICOMM'S PART FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES IN CONNECTION
WITH USE OF THE PRODUCT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY THEREOF.

5. TERMINATION

5.1 Events Causing Termination

This agreement may be terminated by GALACTICOMM under any of the following
conditions:

(a) GALACTICOMM may terminate this agreement if RESELLER fails to meet it's
payment requirements outlined in paragraph 2.3 herein upon ninety (30) days
written notice to RESELLER.

(b) if one of the parties shall be declared insolvent or bankrupt.

(c) if a petition is filed in any court and not dismissed in ninety (90) days to
declare one of the parties bankrupt or for a reorganization under the Bankruptcy
Law or any other similar statute.

(d) if a Trustee in Bankruptcy or a Receiver or similar entity is appointed for
one of the parties.

(e) if RESELLER materially breaches this Agreement and has not cured this breach
within 30 days of notice from GALACTICOMM.

This Agreement may be terminated by RESELLER at any time and for any reason (or
no reason) upon 90 days notice.

5.2 Duties Upon Termination

Upon termination of this Agreement for any reason, the parties agree to continue
their cooperation in order to effect an orderly termination of their
relationship. RESELLER shall immediately cease representing itself as a RESELLER
of the PROGRAMS for GALACTICOMM. The following paragraphs of this Agreement
shall survive its termination for a period of five (5) years: 3.2, 7.1, 7.6, 7.7
and 7.10.

Termination of this Agreement shall not terminate or in any way affect any End
User License Agreement between RESELLER and its customers.

6. PRODUCT PROMOTION AND SUPPORT

6.1 RESELLER's Obligation

During the term hereof, RESELLER, as part of its activities to promote the
distribution of the PROGRAMS, agrees to confer periodically with GALACTICOMM, at
GALACTICOMM'S request, on matters relating to market conditions, sales
forecasting, product planning and update, promotional and marketing strategies
and programming. GALACTICOMM may, at its sole option, prior to and/or after its
use, review all of RESELLER's promotion and advertising materials which utilize
any of GALACTICOMM'S trademarks or trade names. RESELLER agrees not to use or to
withdraw and retract any promotion or

advertising, which utilizes any of GALACTICOMM'S trademarks or trade names,
which GALACTICOMM has not approved pursuant to this Section 6.1. GALACTICOMM
agrees not to unreasonably withhold its approval of any promotion or advertising
which utilizes any of GALACTICOMM'S trademarks or trade names.

6.2 Training and Technical Support by GALACTICOMM

All training provided by GALACTICOMM to RESELLER will be at GALACTICOMM'S
customary rates ( see Schedule "A") and subject to mutually agreeable dates and
times. GALACTICOMM will provide fifteen incidences of technical support to
RESELLER for each PROGRAM purchased from 9:00 AM until 6:00 PM EST, Monday to
Friday. Any technical support beyond fifteen incidences will be charges at the
customary rate found in Schedule "A".

7. GENERAL

7.1 Confidential Information

GALACTICOMM and RESELLER acknowledge that, in the course of dealings between the
parties, each party will acquire information about the other party, its business
activities and operations, its technical information and trade secrets, of a
highly confidential and proprietary nature. Each party shall hold such
information in strict confidence and shall not reveal the same, except for any
information which is: generally available to or known to the public; known to
such party prior to the negotiations leading to this Agreement; independently
developed by such party outside the scope of this Agreement; or lawfully
disclosed by or to a third party or tribunal. The confidential information of
each party shall be safeguarded by the other to the same extent that it
safeguards its own confidential materials or dates relating to its own business.

7.2 Force Majeure

Neither party shall be liable or deemed to be in default for any delay or
failure in performance under this Agreement or interruption of service
resulting, directly or indirectly, from acts of God, civil or military
authority, acts of the public enemy, war, riots, civil disturbances,
insurrections, accidents, fire, explosions, earthquakes, floods, the elements,
strikes, labor disputes, shortages of suitable parts, materials, 'labor or
transportation or any causes beyond the reasonable control of such party.

7.3 Jurisdiction and Venue

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS TO BER MADE AND FULLY PERFOEMRED
IN THEAT STATE. ANY ACTION OR PROCEEDING BROUGHT BY RESELLER TO ENFORCE ITS
RIGHTS UNDER THIS AGREEMENT WILL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT OF FLORIDA OR, IF FEDERAL JURISDICTION IS LACKING, IN THE
STATE TRIAL COURT LOCATED IN FT. LAUDERDALE, AND ANY ACTION OR PROCEEDING
BROUGHT BY GALACTICOMM TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT WILL BE
BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK OR, IF FEDERAL JURISDICTION IS LACKING, IN THE SUPREME COURT OF THE
STATE OF NEW YORK FOR NEW YORK COUNTY. EACH PARTY CONSENTS TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THESE COURTS FOR ANY DISPUTE ALLEGING A BREACH OF THIS
AGREEMENT AND NEITHER WILL MAINTAIN THAT ANY SUCH FORUM IS AN INCONVENIENT FORUM
FOR RESOLVING ANY SUCH DISPUTE.

7.4 Entire Agreement

This Agreement, including the schedules attached hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all previous proposals, negotiations, representations, commitments,
writings and all

other communications between the parties, both oral and written.

This Agreement may not be released, discharged, changed or modified except by an
instrument in writing signed by a duly authorized representative of each of
these parties.

The terms of this Agreement shall prevail in the event that there shall be any
variance with the terms and conditions of any invoice or other such document
submitted by GALACTICOMM or any purchase order or any other such document
submitted by RESELLER.

This Agreement shall not be valid until signed and accepted by both parties and
no change, termination or attempted waiver of any of the provisions hereof shall
be binding unless in writing and signed by both parties against whom the same is
sought to be enforced.

7.5 Independent Contractors

It is expressly agreed that GALACTICOMM and RESELLER are acting hereunder as
independent contractors and under no circumstances shall any of the employees of
one party be deemed the employees of the other for any purpose. This Agreement
shall not be construed as authority for either party to act for the other party
in any agency or other capacity or to make commitments of any kind for the
account of, or on behalf of, the other party, except to the extent, and for the
purposes, expressly provided for and set forth herein.

7.6 Notice

Any notice required to be given by either party to the other shall be deemed
given if in writing and actually delivered or deposited in the United States
mail in registered or certified form, return receipt requested, postage prepaid,
addressed to the party to whom notice is being given at the address of such
party set forth above or to such other address to which the sending party has
been directed to send notices by the addressee.

7.7 Assignment

This Agreement is not assignable by either party hereto without the consent of
the other, except that this Agreement shall be assignable upon the sale of all
rights to license and sublicense the PROGRAMS to the purchaser of said rights.
This Agreement shall be binding upon the parties and their respective
successors. Notwithstanding the foregoing, RESELLER shall at all times be free
to assign this Agreement in connection with a sale of all or substantially all
of its assets or in connection with a change in control.

7.8 Severability

If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, such determination shall not affect
the validity or enforceability of any other part or provision of this Agreement.

7.9 Waiver

No waiver by any party of any breach of any provision hereof shall constitute a
waiver of any other breach of that or any other provision hereof.

7.10 Indemnity

GALACTICOMM agrees to indemnify RESELLER and hold RESELLER harmless from and
against any and all damages, costs, claims, interests, expenses, obligations,
losses or liabilities of any kind and charator ( including without limitation
any attorney's fees and costs) RESELLER incurs in connection with any claim or
cause of action that the PROGRAMS infringe or violate any copyright, patent,
trademark, or other proprietary right of any kind of any third party.
GALACTICOMM shall have the sole right to assume and control the defense of any
such claim and RESELLER (at GALACTICOMM's expense) shall provide reasonable
assistance and cooperation to GALCATICOMM in connection with any such defense.
GALACTICOMM shall not, without the RESELLER'S prior written consent, enter into
any settlement of any claim as to which the RESELLER is a party unless such
settlement includes an unconditional release of RESELLER from all liability from
claims that are the subject matter of such proceedings and the subject of such
indemnification, unless GALACTICOMM is responsible for all monetary provisions
and other consequences of the settlement. GALACTICOMM shall apprise the RESELLER
of all court proceedings, filings and/or settlement offers and will consider in
good faith suggestions made by the RESELLER.

7.11 Escrow

At RESELLER'S option, and provided that RESELLER is not in breach of its
obligations hereunder, the parties shall enter into a source code escrow
agreement pursuant to which GALACTICOMM (at its cost) shall deposit with its
ordinary source code escrow agent copies of the then-current source code for the
PROGRAMS, together with all related technical and design

documentation, which materials shall promptly be updated if there are revisions
to the PROGRAMS (collectively the "Escrowed Materials"). The Escrowed Materials
shall be released to RESELLER solely for the purpose of allowing RESELLER
(directly or through a third party, so long as such third party agrees to
protect the confidentiality of such Escrowed Materials) to maintain and support
the PROGRAMS in the event GALACTICOMM is unwilling or unable to do so consistent
with this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by a duly
authorized representative as of the date set forth above.

GALACTICOMM - GALACTICOMM TECHNOLOGIES, INC.,

By: /s/ XXXXX XXXX Date: 1/17/98

Print Name: Xxxxx Xxxx

Title: CEO

RESELLER - SIMON & XXXXXXXX, INC.

By: /s/ XXXXXX X. XXXXXX Date: 1/17/98

Print Name: Xxxxxx X. Xxxxxx

Title: Senior Vice President

SCHEDULE A

X. XXXXX & XXXXXXXX PRICE LIST *****
PRODUCTS

SKU NUMBER DESCRIPTION PRICE
------------------------------------------------------------------
SSEDU256 Worldgroup v3.1 Education Server $ *****
256 user license incl.
Worldgroup Manager unlimited user incl.
Webcast Proserver v2.0 add-on incl.
------------------------------------------------------------------
SSACTI Actibase 256 user add-on $ *****
------------------------------------------------------------------
SSNETP Netpartners Internet Screen System /yr *****
------------------------------------------------------------------
SSCOMP Computone Terminal Server $ *****
32 ports with Radius software
------------------------------------------------------------------
SSROCK Rocketport Intelligent Sertial Kit $ *****
32 port controller PCI
------------------------------------------------------------------

SUPPORT CENTER SERVICES

SKU NUMBER DESCRIPTION PRICE
------------------------------------------------------------------
SSSER Per Server Annual Service Contract $ *****
includes 15 incidents/year plus
all software upgrades
------------------------------------------------------------------
SSSERADD Per Incident Charge $ *****
------------------------------------------------------------------
SSENG Custom Programming per/hr $ *****
------------------------------------------------------------------
SSWEB Webmaster Design per/hr $ *****
------------------------------------------------------------------

TRAINING CLASSES/INSTALLATION

SKU NUMBER DESCRIPTION PRICE
------------------------------------------------------------------
SSTRT Train the Trainer *****
------------------------------------------------------------------
SSADDM Administrator Workshop *****
------------------------------------------------------------------
SSINST Onsite Installation *****
------------------------------------------------------------------

***** Confidential Portion. This portion of the exhibit has been omitted
pursuant to a request for confidential treatment, and has been filed
separately with the Commission.

III. SIMON & XXXXXXXX (S & S) EDUCATIONAL SOFTWARE
DESCRIPTION OF SERVICES

TRAINING CLASSES

TRAIN THE TRAINER ***** PER DAY PLUS TRAVEL & EXPENSES

Designed specifically for the S & S installers. This course includes
comprehensive in-depth training on the Worldgroup system, the basis for the
Educational Software. Students will learn the basics of the system and work
their way up to a complete understanding of all the Administration functions
available from the base Worldgroup system. This course will involve extensive
lab time.

Course will include, but is not limited to:

/bullet/ Client/Server Technology
/bullet/ Basic Worldgroup Concepts
/bullet/ Educational Software Server Installation
/bullet/ Worldgroup Server installation
/bullet/ Client installation
/bullet/ Configuring a client workstation
/bullet/ Security and Accounting
/bullet/ Menu tree
/bullet/ Hypermedia Page editing
/bullet/ Forums
/bullet/ Libraries
/bullet/ Student/Teacher Polls and Questionnaires
/bullet/ Adding Modules.
/bullet/ Administrative access rights (co-sysops and staff)
/bullet/ Backing up and restoring a server
/bullet/ System monitoring
/bullet/ Computone Terminal Server Installations
/bullet/ Serial Modem installation
/bullet/ Basic Troubleshooting
/bullet/ Conducting a site survey for the Educational Software

* TRAINING WILL BE CONDUCTED AT THE S & S OFFICES. S & S WILL BE RESPONSIBLE FOR
SUPPLYING ALL NECESSARY HARDWARE FOR THE CLASS. (COMPUTERS, OVERHEAD PROJECTOR
ETC.)

*GALACTICOMM WILL PROVIDE ALL SOFTWARE AND DOCUMENTATION TO CONDUCT THE CLASS.

*A GALACTICOMM INSTRUCTOR WILL CONTACT S & S TO MAKE ALL THE NECESSARY
ARRANGEMENTS.

***** Confidential Portion. This portion of the exhibit has been omitted
pursuant to a request for confidential treatment, and has been filed
separately with the Commission.

ADMINISTRATOR WORKSHOP ***** PER DAY PLUS TRAVEL & EXPENSES

This is a 3-4 hour workshop offered to all schools that purchase an Educational
Software system. This will prepare the Administrators and/or teachers for what
they are about to be using.

These workshops are scheduled during or immediately following an Educational
Software installation. These workshops will not be held for less than 5 people.
Two classes per day can be held to accommodate large amount of attendees.

WORKSHOP CONTENT

TERMS AND PHRASES
CONCEPTS AND HISTORY
EDUCATIONAL SOFTWARE OVERVIEW
INTRODUCTION TO ADMINISTRATION MENU
INTRODUCTION TO FORUMS
INTRODUCTION TO LIBRARIES
INTRODUCTION USER-ID'S
INTRODUCTION TO HPS
BASIC TROUBLESHOOTING
SUPPORT POLICIES AND ACCESS

HYPERMEDIA DESIGN & CONCEPTS ***** PER DAY PLUS TRAVEL & EXPENSES

EDUCATIONAL SOFTWARE HPS DESIGN AND CONCEPTS
RECOMMENDED FOR ALL EDUCATIONAL SOFTWARE SYSTEM ADMINISTRATORS
AND THOSE THAT WILL BE WORKING WITH THE MAINTENANCE AND CHANGE
OF EDUCATIONAL SOFTWARE SYSTEM MENU AND GRAPHICS.

***** Confidential Portion. This portion of the exhibit has been omitted
pursuant to a request for confidential treatment, and has been filed
separately with the Commission.

SERVICES

ONSITE INSTALLATION ***** PER DAY PLUS TRAVEL & EXPENSES
ONSITE INCLUDES:
TRAVEL TO SCHOOL'S SITE;
INSTALLATION OF WINDOWS NT;
(PROVIDED BY SCHOOL)
INSTALLATION OF EDUCATIONAL SOFTWARE;
INSTALLATION OF THE FOLLOWING INSTALLATION HARDWARE:
MODEMS;
TERMINAL SERVER;
CABLES.
BUILD AND INSTALL ONE CLIENT ON THE SERVER;
MODIFICATION OF MENU TREE IF NEEDED.
ONSITE DOES NOT INCLUDE:
LAN WIRING AND CABLING;
LAN SERVER INSTALLATION AND OR CONFIGURATION NOT DIRECTLY RELATED TO
EDUCATIONAL SOFTWARE INSTALLATION.

MODIFICATIONS
All modifications to Menu Tree Structure and/or HPS pages that is not
included in the initial contract will be billed at ***** per hour. All
program functionality modifications that are not included in the
initial contract will be billed at ***** per hour.

SUPPORT/ANNUAL MAINTENANCE FEE

For each server purchased, S & Swill pay Galacticomm an annual
maintenance fee of *****. This fee will include all software updates as
described below and fifteen (15) incidents of technical support. An
incident is defined as the resolution of a technical problem made from
S & S to the technical support center regardless of the amount of time
required for resolution. Additional incidents above fifteen will be
billed at a rate of ***** per incident.

AUTOMATIC SOFTWARE UPDATE PROGRAM (ASUP)

UPDATES AND PATCHES
Each Educational Software has a built in ASUP which is included with
the Annual Support Fee. All Educational Software ASUP updates are sent
to S & S to distribute. All patches to the Educational Software will be
distributed to the S & S demo system in a special library. It is up to
S & S to distribute these patches and make them available to
Educational Software Administrators.

***** Confidential Portion. This portion of the exhibit has been omitted
pursuant to a request for confidential treatment, and has been filed
separately with the Commission.

SCHEDULE B

GALACTICOMM SOFTWARE LICENSE AGREEMENT
WORLDGROUP/Trademark/

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS
ENVELOPE. OPENING THIS ENVELOPE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND
CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD RETURN THIS ENVELOPE
UNOPENED WITHIN 30 DAYS OF THE ORIGINAL DATE OF PURCHASE, AND THE PRICE OF THE
PRODUCT WILL BE REFUNDED TO YOU.

Galacticomm, Inc. provides this Software and licenses its use throughout the
world. You assume responsibility for the selection of the Software to achieve
your intended results, and for the installation, use, and results obtained from
the Software.

DEFINITIONS
"You" and "your" shall be taken as referring to the person or business entity
who purchased this License to use this Software or for whom such License was
purchased.
"Software" shall be taken as referring to the files supplied on the media inside
this envelope, and to any and all copies, updates, modifications,
functionally-equivalent derivatives, or any parts or portions thereof.
"Run-Time Access" shall be taken as referring to a connection that allows the
exchange of data between two or more computers.
"Live Computer" shall be taken as referring to a single computer connected with
communications hardware providing Run-Time Access to this Software.
"Development Computer" shall be taken as referring to a single computer upon
which a copy of this Software may be installed for configuration and development
purposes, not providing Run-Time Access to this Software.
"Client Software" shall be taken as referring to the program(s) that can be
generated with this Software to give other computers Run-Time Access to your
Live Computer in a Windows client/server mode.

LICENSE
You may:

1. install and use one copy of this Software on a single Live Computer;
you may also install and use one copy of this Software on a single
Development Computer.
2. copy this Software into machine-readable or printed form, for backup or
archival purposes in support of your use of this Software.
3. provide Run-Time Access to this Software on your single Live Computer
to up to 2 other machines at a time; said other machines need not, and
must not, be provided with copies of this Software in order to obtain
said Run-Time Access.
4. freely distribute the Client Software either electronically or on
diskette(s), CD-ROM(s) or tape(s).
5. transfer this Software and license to another party if the other party
agrees to accept the terms and conditions of this Agreement. If the
enclosed Software is an update, any transfer must include the update
and all prior versions. If you transfer the Software, you must at the
same time either transfer all copies, whether in machine-readable form,
to the same party, or destroy any copies not transferred.

YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THIS SOFTWARE, OR ANY COPY,
MODIFICATION, OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY
PROVIDED FOR IN THIS LICENSE, OR IN AMENDMENTS SIGNED BY AN OFFICER OF
GALACTICOMM. IF YOU TRANSFER POSSESSION OF ANY COPY OF THIS SOFTWARE, OR ANY
FUNCTIONALLY-EQUIVALENT DERIVATIVE, OR ANY PORTION OR MODIFICATION THEREOF, TO
ANOTHER PARTY, YOUR LICENSE IS AUTOMATICALLY TERMINATED.

TERM
This license is effective until terminated. You may terminate it at any time by
destroying all copies of the Software covered by this Agreement. It will also
terminate upon conditions set forth elsewhere in this Agreement or if you fail
to comply with any term or condition of this Agreement. You agree upon such
termination to destroy this Software, including all copies,
functionally-equivalent derivatives, and all portions and modifications thereof
in any form.

LIMITED WARRANTY

GALLACTICOMM WARRANTS THAT THIS SOFTWARE, INCLUDING CLIENT SOFTWARE, SHALL
OPERATE IN ALL MATERIAL RESPECTS IN CONFORMANCE WITH THEIR PUBLISHED
SPECIFICATIONS AND/OR USER DOCUMENTATION. GALACTICOMM DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. GALLACTICOMM'S SOLE OBLIGATION SHALL BE TO USE GOOD FAITH EFFORTS TO
FIX ANY REPRODUCIBLE BUGS, ERRORS, OR DEFECTS IN THE SOFTWARE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS
AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

Galacticomm does not warrant that the functions contained in this Software will
meet your requirements or that the operation of this Software will be
uninterrupted or error-free. However, Galacticomm does warrant the media on
which the Software is furnished to be free from defects in materials and
workmanship under normal use for a period of ninety (90) days from the date of
delivery to you.

Galaticomm also agrees to indemnify You and hold You harmless from and against
any and all damages, costs, claims, interests, expenses, obligations, losses or
liabilities of any kind and character (including without limitation any
attorney's fees and costs) You incur in connection with any claim or cause of
action that the Software or Client Software infringe or violate any copyright,
patent, trademark, or other proprietary right of any kind of any third party.
Galacticomm shall have the sole right to assume and control the defense of any
such claim and You (at Galacticomm's expense) shall provide reasonable
assistance and cooperation to Galacticomm in connection with any such defense.

LIMITATIONS OF REMEDIES

Galacticomm's entire liability and your exclusive remedy shall be:
a. the replacement of any media not meeting Galacticomm's "Limited Warranty" and
which is return to Galacticomm, or
b. if Galacticomm is unable to deliver replacement media which is free of
defects in materials or workmanship, you may terminate this Agreement by
returning this Software and your money will be refunded.

IN NO EVENT WILL GALACTICOMM BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY
LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE EVEN IF GALACTICOMM OR ITS
AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME STATES DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THAT ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

GENERAL
You may not sublicense, assign, or otherwise transfer this License or Software
except as expressly provided in this Agreement. Any attempt to otherwise
sublicense, assign, or transfer any of the rights, duties or obligations
hereunder is expressly prohibited and will terminate this Agreement.

This Agreement will be governed by the laws of the State of the licensee.

All Agreements covering this Software (including but not limited to any and all
updates, upgrades, and enhancements to this Software or any portion thereof,
bearing the same registration number) shall be deemed to be counterparts of one
and the same License Agreement instrument.

BY OPENING THIS ENVELOPE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER
AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
US, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY
OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT.

STATEMENT OF WORK

This Statement of Work ("SOW") dated as of January 12, 1998 is
incorporated in and made part of the Independent Contractor Master Services
Agreement made and entered into as of January 8, 1998 (the "Agreement") by and
between SIMON & XXXXXXXX, INC., a New York corporation with offices in the State
of New York and at Xxx Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxxx, XX 00000 ("S&S"), and
Galacticomm Technologies, Inc., a Florida corporation with a place of business
at 0000 XX Xxxxxx Xxxxx 000, Xx. Xxxxxxxxxx, XX 00000 ("Independent
Contractor").

1. Terms used in this SOW and not otherwise defined shall have the meanings
specified in the Agreement.

2. Pursuant to the terms and conditions of the Agreement and this SOW, the
parties hereby agree that Independent Contractor shall provide Company with the
following Services and/or Materials:

CONTRACT TYPE (check as applicable):

[X] Fixed price of *****, to be paid in installments as follows: see attached

[ ] Time & materials at the following rate(s):

Total hourly charges shall not exceed $***** without Company's prior
written approval.

DESCRIPTION OF SERVICES AND ANY WORK INDEPENDENT CONTRACTOR IS TO PROVIDE (AS
APPLICABLE):

see attached

SCHEDULE FOR DELIVERABLES (IF ANY):

see attached

INDEPENDENT CONTRACTOR PROJECT MANAGER (IF APPLICABLE):

COMPANY PROJECT MANAGER (IF APPLICABLE):

***** Confidential Portion. This portion of the exhibit has been omitted
pursuant to a request for confidential treatment, and has been filed
separately with the Commission.

INDEPENDENT CONTRACTOR KEY EMPLOYEES (IF APPLICABLE):

TERM: see attached

ADDITIONAL TERMS:

none

3. This SOW and the Agreement to which it becomes a part contains the entire
agreement of the parties with respect to the subject matter of this SOW, and
supersedes any prior agreement, understanding, or letter or intent, whether oral
or written, between the parties. No waiver, modification, or amendment of this
SOW shall be valid unless in a writing signed by the party to be charged.

4. This SOW shall have no force and effect unless and until it is signed by a
representative of both the applicable Company business unit and a representative
of the S&S Legal Department.

IN WITNESS WHEREOF, the parties have caused this SOW to be executed and
delivered as of the date first set forth above.

SIMON & XXXXXXXX, INC. INDEPENDENT CONTRACTOR

/s/ XXXXXX X. XXXXXX /s/ XXXXX XXXX
----------------------------- -----------------------------
By: Xxxxxx X. Xxxxxx By: Xxxxx Xxxx

Title: Senior Vice President Title: CEO

Taxpayer ID #:

S&S Legal Department:

/s/ XXXXXX X. XXXXXX, XX.

By: Xxxxxx X. Xxxxxx, Xx.

Title: VP & Ass't. Gen'l Counsel

THE SIMON AND XXXXXXXX ONLINE CLASSROOM
Implementation Proposal

TABLE OF CONTENTS

1. PROPRIETARY STATEMENT...............................................................................5

2. COORDINATING ORGANIZATIONS..........................................................................5

3. STATEMENT OF WORK...................................................................................5

4. REQUIREMENTS........................................................................................6

5. SPECIFICATIONS......................................................................................6

5.1. FOCUS..........................................................................................6
5.2. FEATURES AND APPLICATIONS......................................................................7
5.2.1. STANDARD FEATURES (REQUIRE DEVELOPMENT AND CONFIGURATION).................................7

6. SCOPE INCREASES.....................................................................................9

7. PROPOSAL............................................................................................9

7.1. PHASE IMPLEMENTATION (CALCULATED IN MANHOURS OF BILLABLE TIME, NOT ACTUAL TIME FRAMES.).......10
7.1.1. MILESTONE I..............................................................................10
7.1.2. MILESTONE II.............................................................................10
7.1.3. MILESTONE III............................................................................11

8. MILESTONES AND COMMITMENTS.........................................................................12

9. BILLING............................................................................................12

9.1. DEVELOPMENT PHASES............................................................................12

10. EXPENSES........................................................................................13

10.1. TRAVEL.....................................................................................13
10.2. SHIPPING...................................................................................13

1. PROPRIETARY STATEMENT

Both parties may disclose to each other certain information which may
be considered by the disclosing party to be proprietary and trade
secret information. Each party recognizes the other's claim to the
value and importance of the protection of the other's proprietary
information. When such material is in illustrated or written form,
marked as confidential or proprietary, or when it is disclosed orally,
identified at the time as confidential or proprietary and identified as
such in writing to the receiving party within (30) days after
disclosure, then the material will not be used by the receiving party
other than for the purpose for which it was disclosed and will be
protected against disclosure to their parties and will be held as
confidential by the receiving party using the same degree of care as
that party uses to protect its own confidential or proprietary
material, but as least reasonable care.

2. COORDINATING ORGANIZATIONS

The organizations involved in the coordination and execution under this
Agreement are Galacticomm, Inc. and The Simon and Xxxxxxxx Online
Classroom. Additional resources will be made available as required from
the engineering, marketing communications, service, and training
organizations of either or both of the parties.

The primary contacts of each party for purposes of performance under
this Agreement shall be:

Galacticomm: Xxxx Xxxx Director of Engineering
0000 XX 00xx Xxx Ste. 101 Xxxx Xxxxxx Director of Customer Operations
Ft. Xxxxxxxxxx Xxxxxxx 00000 TBA Onsite Engineer
954-583-5990

Simon and Xxxxxxxx: _____________ _________________

3. STATEMENT OF WORK

Design, configure and install a closed system, named "Online Classroom"
for the purpose of this appendix, using Galacticomm's current version
of Worldgroup for NT. The system will be designed to operate on Pentium
class computers using Windows NT Server version 4.0 operating system.
The system will support 200+ simultaneous Web based sessions. The
system will have the ability to provide external Internet e-mail
transfers as well as Internal mail between Students, Teachers and other
users of the system. This system is designed to encourage and improve
communications electronically. Dissemination of files and documents,
teleconferencing, user registries, special private and public
discussion areas, Telnet, FTP, and a World Wide Web server will be
supported.
The system will be accessible via TCP/IP only and will provide the
internal network and users of the system access via the Internet.

4. REQUIREMENTS

The Simon and Xxxxxxxx Online Classroom system must meet a minimum
level of features and functionalities. Services should be intuitive,
ergonomic, and uniform. The Simon and Xxxxxxxx Online Classroom online
system needs to have the following features and functions:

/bullet/ Internet e-mail and internal Online Classroom e-mail
/bullet/ Internet Connectivity and services
/bullet/ File Libraries
/bullet/ Polls and Questionnaires
/bullet/ Chat Rooms
/bullet/ Discussion Forums

Each Simon and Xxxxxxxx Online Classroom Server will:

/bullet/ Support 200+ active user license
/bullet/ Operate Galacticomm's Worldgroup platform.
/bullet/ Operate 24 hours a day, seven days a week, except for
daily backup/cleanup routines done nightly at a specified
time.
/bullet/ Be accessible by any authorized user with a PC, and an
Internet connection.
/bullet/ Allow World Wide Web access to all Student functions.
/bullet/ Run as a "closed" system where accounts are initiated by
Administrators of the system.

5. SPECIFICATIONS

5.1. FOCUS

The Simon and Xxxxxxxx Online Classroom will offer a
communication system for interaction among students, teachers,
parents and administrators for the purpose of sharing
information, learning and using applications via the World
Wide Web. The system foundation will be designed to support an
array of content and applications that will lend value to the
system, while providing access to The Simon and Xxxxxxxx
Online Classroom, and their online services. This appendix
addresses the design, development and configuration of the
model that will be used for other systems that are installed.

5.2. FEATURES AND APPLICATIONS

5.2.1. STANDARD FEATURES (REQUIRE DEVELOPMENT AND
CONFIGURATION)

/bullet/ GENERAL FEATURES

Many of the modules will include the
"Dock/Float" option that will allow the
module to be locked within the browser, or
float on the desk top. All module and
features will be Year 2000 compliant where
applicable

/bullet/ E-MAIL

For all users of the system, with support
for file attachments, carbon copies, mail
forwarding, distribution lists, new mail
notification, return receipts, and security
controls to authorize individual users or
groups of users to use this service. An SMTP
gateway for Internet E-mail is included, all
features can be restricted on a user-by-user
basis as well. Allows users to search for
local WG Users by partial id Implements File
Attachments (Upload and Download) Allows
user to access all mail on Server (Post
Office mode) or just new mail (inbox mode).

/bullet/ REGISTRY OF USERS

Can be used as a "white pages" directory of
users, along with a configurable template
for information asked and displayed.
Security access restrictions identify which
users can insert entries and which can only
read them.

/bullet/ FILELIBRARIES (file dissemination, searching
and browsing) Can be used to manage more
than 10,000 categories of files. Each
category can have its own description and
security access restrictions to determine
which users can view the library, download
files, upload files for approval, and
approve uploaded files. Features include
keyword searching, listing by popularity,
chronological listings and wildcard file
searches, as well as the ability to queue up
multiple files for background download.

/bullet/ GROUP MESSAGING

For one-to-many or many-to-many threaded
discussions with support for up to 10,000
unique discussion "forums", or "SIGs"
(Special Interest Groups). Each of these
forums will include security with
user-by-user access control features
governing read, write, download, upload and
administration privileges. Features will
include, file attachments, keyword
searching, hierarchical threading of topics,
message quoting, configurable profanity
filter, embedded URL recognition. Implements
easy-to-use TreeGrid (tree-control like)
interface for navigation, toolbar w/
tooltips, will implements sysop functions
such as Approval, Exemption, Forwarding etc.
Will implements File Attachments (Upload and
Download) Message Listing by threads or
chronological order Online Help

/bullet/ CHAT ROOMS

Used for real-time data conferencing between
the concurrent users on the same server.
Features include private whispers,
one-to-one chat,

squelching of annoying users, unlimited
number of rooms each of which can have its
own moderator, shared "White Board" that
users can share as well as a "chat registry"
allowing users to provide brief synopsis of
interests. Separate Visibility and Join keys
Each channel can be configured to not allow
profanity. Each user has his own "private"
channel. Will include Teleconference
"Actions", or mini macros that will be able
to have an unlimited number of lists,
unlimited number of words per list, each
channel will have TWO action lists. User
configurable ON/OFF settings. Lists have
keys to be able to see the actions, and to
use them. Individual actions can also be
keyed. Will include a feature called
Teleconference "Pals" which will record the
last logon times of a (sysop configurable)
number of friends you want to keep track of,
your Pal's typing go to a separate window.
Administrator ability to squelch any user in
the teleconference, which is Keyable. Users
will be able to "forget" a number
(Administrator configurable) of other users,
so they won't see what they type, a Key
required to forget users. Administrators
can't be forgotten, as can't users who
posses a certain, configurable key. Will
include the ability to send whispers to
other users in the same channel, as well as
the ability to direct messages to other
users in the same channel (others still see)

/bullet/ POLLS AND QUESTIONNAIRES

For student/parent surveys, electronic
voting for student events, samples tests,
data collection, mock social studies polls,
etc. Features will include multiple answer
and open response questions, automated
polling with up-to-the-minute statistics,
voting restrictions (e.g., one vote per
users), and optional "rewards" for
participants (e.g., increased security
access or delivery of an specified file).
Full user-by-xxxx security access control
will be implemented throughout. "Ticker

/bullet/ ACCOUNT MANAGEMENT

This option will give each Online Classroom
administrator the ability to create or
delete user accounts, assign security access
levels to "grades" or "classes" of users,(or
individual users), an audit trail of every
log-on, log-off, and file transfer event,
and comprehensive statistics and reporting
capabilities to measure usage based on user
class, time of day, and connection channel.

/bullet/ MULTIMEDIA (CUSTOMIZED GRAPHIC CONTENT)

Galacticomm will provide initial design and
setup of the "look and feel" of the Online
Classroom system. Working with Simon and
Xxxxxxxx, Galacticomm will help coordinate
and configure all supplied graphic content
from Simon and Xxxxxxxx.

/bullet/ SECURITY

Using Galacticomm standard Locks and Keys
architecture, Galacticomm technicians in
cooperation with Simon and Xxxxxxxx will
design, configure and implement a security
structure to meet the needs of The Online
Classroom environment.

/bullet/ CUSTOMIZED MENUS

Galacticomm technicians in cooperation with
Simon and Xxxxxxxx will design, configure
and implement a full menu structure that
will take advantage of the security
mentioned above. This will include a full
menu level system that will provide
different access for different access
levels. For example access levels can be
designed to reflect grade level, teacher,
parent, administrator, etc.

/bullet/ CUSTOMIZED AREAS

Galacticomm technicians in cooperation with
Simon and Xxxxxxxx will design, configure
and implement customization to the following
areas:

File Libraries;
Forums;
Polls and Questionnaires;
Chat Rooms;
Administration accounts;

/bullet/ EXPANDED CHAT ROOM DEVELOPMENT

As part of this development process,
Galacticomm will develop the ability for
schools, at their discretion, to connect to
a main "hub" where multiple schools can
connect for chat sessions. With this ability
students, parent and teachers alike can
carry on real-time teleconferencing with
other schools using The Online Classroom
system. This system will include a "White
Board" feature that will be accessible to
all users in the same expanded chat rooms.
Each user will be able to have a "chat
registry" that will provide a brief synopsis
of the user's interests. Will allow e-mail
between linked systems. Will include special
shared forums that can be access between
systems. The creator can modify or delete
the forum and set access of other systems.
Users can delete or modify messages they
wrote and have the changes take effect
across the network. Will provide options to:
Limit the size of attachments, automatically
approve attachments for download, Disable
network deletion of messages disable network
modification of messages. These options will
be able to be configured globally and on a
per-forum basis

6. SCOPE INCREASES

The biggest threat to the successful completion of any project is the
tendency to add or change system features. Established change control
procedures are important to ensure that changes are only implemented
after their impact on cost and schedule has been adequately considered.
The following change control procedures will be used for this project:

1. All change requests will be submitted to Simon and
Xxxxxxxx for review.
2. Simon and Xxxxxxxx will submit written change
requests to Galacticomm. (Change order form included
with this document.)
3. Galacticomm will respond to the request in writing
within five days indicating the impact of the change
on the cost and schedule of the project.
4. Simon and Xxxxxxxx will approve or deny the request
within five days of receiving a response from
Galacticomm.
5. NO CHANGES will be made to the system prior to
receiving written approval from Simon and Xxxxxxxx or
his assigned representative.

7. PROPOSAL

Galacticomm will need to dedicate a staff member to The Simon and
Xxxxxxxx Online Classroom This staff member is a Galacticomm employee
and has dedicated responsibility to the development of The Online
Classroom system. The hours billed are not actual time frames but hours
of billable time.

7.1. PHASE IMPLEMENTATION (CALCULATED IN MAN-HOURS OF BILLABLE TIME,
NOT ACTUAL TIME FRAMES.)

7.1.1. MILESTONE I

7.1.1.1. PHASE I (58 HOURS) Galacticomm will provide
analysis, designing, and planning. During
this phase design, development strategies,
tools needed and project timelines will be
determined. The primary goal is to establish
a model system that will support all defined
functions and features. This model system
will be used as the template for all future
Online Classroom Systems that Simon and
Xxxxxxxx market. This phase will include at
least 3 trips to Simon and Schusters offices
for discussion and design meetings. Each
trip will include not more than 2
Galacticomm technicians and include at least
one full business day each.

Galacticomm will:

/bullet/ review all specifications with
Simon and Xxxxxxxx.
/bullet/ review all hardware & software
configurations.
/bullet/ evaluate requirements to
implement Worldgroup security.
/bullet/ review and provide effective
solutions per specifications
and needs.
/bullet/ Provide complete model
flowchart and system diagram
and description for acceptance
by Simon and Xxxxxxxx.

After Galacticomm has completed Phase I and this
phase has been accepted by Simon and Xxxxxxxx then
development and configurations will begin.

7.1.2. MILESTONE II

7.1.2.1. PHASE II (104 HOURS, DEVELOPMENT

Galacticomm will develop the Online
Classroom system as a results agreed upon in
Phase I. This phase will require constant
communication be Galacticomm assigned
technicians and Simon and Xxxxxxxx to
review, analyze and "sign-off" on the
developed modules.

7.1.2.2. PHASE III (82 HOURS)

Developed applications will be integrated
and configured into the model Online
Classroom server. This will expand the
system to include the following
deliverables:

/bullet/ TCP/IP connectivity
/bullet/ Basic menus and web pages
/bullet/ Module setup and testing
/bullet/ File Libraries (initially 5 as
templates)
/bullet/ Chat Rooms (initially 5 as
templates)
/bullet/ Forums (initially 5 as
templates)
/bullet/ Special E-mail accounts for
Information, Support,
Administrators etc. (initially
5)

7.1.2.3. PHASE IV (115 HOURS)

Galacticomm, will install, test and
configure The Online Classroom model.
Galacticomm will provide initial
customization of the look and feel of this
server, customizing all web pages, with
extensive HTML document statements to
provide easy instructions for future
customers who wish to personalize their
Online Classroom server. This design and
implementation of custom web pages and the
look and feel is determined from the results
of Phase I. After this phase is completed
and accepted, any additional modifications
or enhancements will either be done by The
Simon and Xxxxxxxx Online Classroom or
contracted with Galacticomm, Inc. under a
separate contract. During this phase
database structure and design flow will be
tested and evaluated.

THIS PHASE WILL BRING THE SYSTEM ONLINE AND
MEET MILESTONE II At this time The Simon and
Xxxxxxxx Online Classroom will be notified
to connect to the system remotely and review
the setup and configuration. Approval of
this phase by The Simon and Xxxxxxxx Online
Classroom will be required before moving to
the next phase.

7.1.3. MILESTONE III

7.1.3.1. PHASE V (ON-SITE 3 DAY TRAINING)

This phase will include one Galacticomm
Onsite Engineer to be sent to Simon and
Xxxxxxxx'x site to install the model Online
Classroom and provide the "Master copy".
After the server is up and the system is
online, Galacticomm will conduct an informal
training session with up to 3 The Simon and
Xxxxxxxx representatives.
AT THIS TIME, THE SYSTEM WILL BE READY FOR
SALE.

7.1.3.2. PHASE VI (INSTALLATION ASSISTANCE, 3 DAYS)

This phase will include up to 3 days
installation assistance at a Simon and
Xxxxxxxx customers site. Galacticomm will
provide a experienced and trained Support
Engineer to provide full assistance during
the initial installations that Simon and
Xxxxxxxx obtain.

8. MILESTONES AND COMMITMENTS

MILESTONE I - The completion of Phase I in Level I meets the first
milestone. COMMITMENT - Upon the completion of Milestone I, The Simon
and Xxxxxxxx Online Classroom will commit to continuation of Phase II
to meet the second milestone. MILESTONE II - The completion of Phase
II, III, and IV meets the second milestone. COMMITMENT - At this time
The Simon and Xxxxxxxx Online Classroom will commit to continuation of
Phase V to meet the third Milestone.MILESTONE III - The completion of
Phase V and VI meets the third milestone.COMMITMENT - Upon the
completion of Milestone III, The Simon and Xxxxxxxx Online Classroom
will discuss continued development solely with Galacticomm, Inc. for
additional programs, services, and support needed for The Simon and
Xxxxxxxx Online Classroom at Galacticomm's current development rates.

9. BILLING

Galacticomm development and consulting rates are billed at ***** per
hour for development and ***** per hour for Web Based design and
content. The hours billed are not actual time frames but hours of
billable time.

9.1. DEVELOPMENT PHASES

Milestone I
PHASE I - planning and design (58 hrs.) *****
(includes 2 days onsite at Simon and Xxxxxxxx site)
Milestone II
PHASE II - Software Development (104 hrs.) *****
PHASE III - Integration and Configuration (82 hrs.) *****
PHASE IV - Web Page development (115 hrs.) *****
(ESTIMATED)
Milestone III
PHASE V - Onsite Installation/ Training (3 days*) *****
PHASE VI - Installation assistance (3 days) *****
*A "DAY" IS DEFINED AS BEING BETWEEN THE HOURS OF 9:00AM AND
6:00PM, MONDAY THROUGH FRIDAY. THIS PRICE INCLUDES UP TO 3
STUDENTS. FOR EACH ADDITIONAL STUDENT A SURCHARGE OF $*****
PER DAY WILL BE ADDED.
DEVELOPMENT TOTAL *****

***** Confidential Portion. This portion of the exhibit has been omitted
pursuant to a request for confidential treatment, and has been filed
separately with the Commission.

10. EXPENSES

10.1. TRAVEL

All expenses occurred for travel will be the responsibility of
Simon and Xxxxxxxx. This includes but is not limited to:
/bullet/ Travel to Simon and Xxxxxxxx.
/bullet/ Travel to Simon and Xxxxxxxx Customer sites.
/bullet/ Travel to Galacticomm, Inc. by Simon and
Xxxxxxxx'x staff.
ALL TRAVEL EXPENSES INCURRED BY GALACTICOMM IN REGARDS TO THIS
PROPOSAL MUST BE APPROVED BY SIMON AND XXXXXXXX BEFORE ANY
EXPENSES ARE OCCURRED.

10.2. SHIPPING

All expenses required for shipping of products to and from
Simon and Xxxxxxxx will be the responsibility of Simon and
Xxxxxxxx.

[LOGO] INDEPENDENT CONTRACTOR MASTER SERVICES AGREEMENT

S I M O N & X X X X X X X X

--------------------------------------------------------------------------------

INDEPENDENT CONTRACTOR MASTER SERVICES AGREEMENT (the "Agreement") made and
entered into as of Janauary 12, 1998 by and between Simon & Xxxxxxxx, Inc., a
New York corporation with offices in New York and at Xxx Xxxx Xxxxxx, Xxxxx
Xxxxxx Xxxxx, XX 00000 ("S&S"), and Galacticomm Technologies, Inc., a Florida
corporation whose principal address is 0000 XX 00 Xxxxxx, Xxxxx 000, Xx.
Xxxxxxxxxx, XX 00000 ("Independent Contractor").

IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

1. ENGAGEMENT. S&S, its subsidiaries, or affiliates may from time to time engage
Independent Contractor (with the entity engaging Independent Contractor referred
to hereafter as the "Company") to perform certain services and create certain
deliverables (collectively, the "Services," with any deliverable that
Independent Contractor creates pursuant to this Agreement referred to as a
"Work"). Any such engagement shall be subject to execution of a Statement of
Work substantially in the form annexed as Exhibit A to this Agreement (each an
"SOW"). Once executed, an SOW shall become part of and be governed by this
Agreement. In the event of any conflict between this Agreement and an SOW, the
SOW shall control. Key Employees identified in an SOW shall not be removed from
a particular project without the Company's prior consent.

2. DELIVERY AND ACCEPTANCE OF ANY SOFTWARE DELIVERABLE.

2.1 DELIVERY OF A BETA VERSION. If the Services include any software
deliverable, Independent Contractor shall prepare and deliver to Company a Beta
Version of any such Work in accordance with the schedule and criteria set forth
in the applicable SOW. Independent Contractor shall have each Beta Version
internally tested prior to delivery to Company to ensure that, in Independent
Contractor's good-faith belief, it meets the applicable SOW. A "Beta Version"
shall mean a completed and fully operable version of the Work delivered to
Company for testing and review pursuant to Section 2.2 below.

2.2 TESTING OF THE BETA VERSION. Company shall test and review each Beta Version
to determine in its reasonable discretion whether such Beta Version meets the
applicable SOW and is otherwise suitable for use. Upon completion of its review,
Company shall notify Independent Contractor whether it accepts or rejects such
Beta Version. Any deadline specified in the SOW for delivery of the Master(s)
shall be extended by one (1) day for each day beyond fifteen (15) business days
following delivery of the Beta Version it takes Company to provide Independent
Contractor notice of acceptance or rejection of the Beta Version. "Master" shall
mean a final version of the Work constituting an exact duplicate of the accepted
Beta Version.

2.2.1 For each Beta Version Company accepts, Independent Contractor shall
deliver to Company in accordance with the schedule and criteria set forth in the
applicable SOW a Master for Company's use, together with all computer code for
the Work (including all source code and object code) and Documentation.
"Documentation" means all technical, functional, design, and other documentation
Independent Contractor creates in connection with creating, maintaining, and/or
revising the Work.

2.2.2 If Company rejects any Beta Version, Independent Contractor shall
submit a revised version for Company's review if a mutually acceptable schedule
for submission of such revisions can be reached, which revisions shall then be
subject to the review and acceptance procedures outlined in this Section 2.2.
This process shall continue until Company, at its option, either accepts the
version of the Work in question or terminates this Agreement with respect to
such version.

2.3 COMPANY DELAYS. Independent Contractor shall not be liable for any delays or
extensions of deadlines to the extent caused by Company's failure to meet any
obligation to timely deliver materials or information necessary for Independent
Contractor to complete the Services.

3. TITLE AND OWNERSHIP. The parties agree that, as between Independent
Contractor and Company:

(i) The Independent Contractor has no right to or interest in any Work,
Documentation, or any other materials created in connection with the Services
(collectively the "Materials"), nor any right to or interest in any copyright
therein. The Independent Contractor acknowledges that the Services and the
Materials have been specially commissioned or ordered by the Company as "works
made-for-hire" as that term is used in the Copyright Law of the United States,
and that the Company is therefore to be deemed the author of and is the owner of
all copyrights in and to such Materials.

(ii) In the event that such Materials or any portion thereof are for any
reason deemed not to have been works made-for-hire, the Independent Contractor
hereby assigns to the Company any and all right, title, and interest Independent
Contractor may have in and to such Materials, including all copyrights, all
publishing rights, and all rights to use, reproduce, and otherwise exploit the
Materials in any and all languages, channels, and formats or media, whether now
known or hereafter created. The Independent Contractor agrees to execute such
instruments as the Company may from time to time deem necessary or desirable to
evidence, establish, maintain, and protect the Company's ownership of such
Materials, and all other rights, title, and interest therein. Independent
Contractor hereby waives any and all claims that it has now or hereafter in any
jurisdiction throughout the world to so-called moral rights or DROIT MORAL with
respect to any Materials.

(iii) Notwithstanding the foregoing, the Company acknowledges that the
Independent Contractor's ability to carry out the Services may be dependent upon
Independent Contractor's past experience in the industry and in providing
similar service to others and that Independent Contractor expects to continue
such work in the future. Subject to the confidentiality provisions of Section 8
below, information Independent Contractor communicates to Company in the course
of presentations, or in documents, that report general industry knowledge is not
subject to the terms of (i) and (ii) above.

4. PAYMENT. In consideration of the Services Independent Contractor provides
pursuant to a particular SOW, Company shall pay Independent Contractor the
amounts, and according to the schedule, specified in the applicable SOW.
Independent Contractor shall not be entitled to any compensation, benefits, or
expenses other than as specifically provided for in the applicable SOW.

5. WARRANTIES AND INDEMNIFICATION.

5.1 REPRESENTATIONS AND WARRANTIES. Independent Contractor represents and
warrants that:

(i) Independent Contractor has all rights and authority necessary to enter
into this Agreement and carry out its terms and conditions;

(ii) the Services and Work will materially conform to the applicable SOW
and any Work that is a software deliverable will operate in accordance with
commonly accepted standards for computer software;

(iii) Independent Contractor (at its cost) has secured all rights and/or
licenses to any third-party computer code or other third-party content included
in or used in creating the Work or any other deliverable that permits the
creation, licensing, and other exploitation of the Work and any other
deliverable throughout the world, in any and all languages, formats, and media
now known or hereafter created;

(iv) the Services, Work, and any other deliverable the Independent
Contractor creates shall not contain any libelous, tortious, or otherwise
unlawful material or violate or infringe any patent, copyright, trademark, or
other proprietary rights of any kind of any third party anywhere in the world;

(v) Independent Contractor shall not include or authorize any Trojan
Horse, back door, time bomb, drop dead device, worm, virus, or other code of any
kind that may disable, erase, display any unauthorized message, or otherwise
impair any Work that is a software deliverable or any hardware on which such
Work operates;

(vi) Independent Contractor shall not subcontract any work to be performed
pursuant to this Agreement without Company's prior written consent, which
consent shall not be unreasonably withheld. Any subcontracting shall be at
Independent Contractor's cost and Company shall have no liability to any such
subcontractors;

(vii) the Services and Work and any other deliverable will comply with all
applicable federal, state, and local law, rules, and regulations, and
Independent Contractor is in compliance and will continue to comply with all
applicable worker's compensation laws and occupational safety requirements;

(viii) Independent Contractor shall comply with all of Company's standards
and procedures when working on-site at Company, including without limitation
standards relating to security. Any of Independent Contractor's employees or
consultants may be denied access to Company's facilities if they fail to comply
with the above;

(ix) for a period of ninety (90) days following Company's acceptance of
any software or computer code that comprises all or part of any Work,
Independent Contractor (at its cost) will correct any and all reproducible bugs,
errors, or defects in such software or computer code; and

(x) to the extent any software or computer code comprising all or part of
any Work must sort, process, present, or otherwise accommodate same century and
multicentury formulae and date values, it shall do so and shall not otherwise
experience or cause any software or hardware abnormality or incorrect or invalid
results attributable to date values prior to, during, or after the year 2000 as
a result of the passage of time.

5.2 INDEMNITY. Independent Contractor agrees to indemnify and hold harmless S&S,
its subsidiaries, and affiliates (each an "Indemnified Party") from and against
any and all damages, costs, claims, interest, expenses, obligations, losses, or
liabilities of any kind and character (including without limitation any
attorneys' fees and costs) any Indemnified Party incurs in connection with any
breach or alleged breach of Independent Contractor's representations and
warranties set forth in Section 5.1 above. The Indemnified Party shall have the
sole right to assume and control the defense of any such claim and, until such
claim has been settled or otherwise resolved, may withhold any sums due
Independent Contractor under this Agreement or otherwise. Independent Contractor
shall provide reasonable assistance and cooperation to the Indemnified Party in
connection with any such

defense. This indemnity right shall be in addition to any other right that any
Indemnified Party may have in law or equity.

6. INDEPENDENT CONTRACTOR.

6.1 RELATIONSHIP. Independent Contractor agrees to perform the Services
hereunder solely as an Independent Contractor. The parties recognize that this
Agreement does not create any actual or apparent agency, partnership, franchise,
or relationship of employer and employee between the parties. Without limiting
the generality of the foregoing, Independent Contractor shall not be entitled to
participate in any of Company's benefits, including without limitation any
health or retirement plans. Independent Contractor is not authorized to enter
into or commit Company to any agreements, and Independent Contractor shall not
represent itself as the agent or legal representative of Company. Company shall
not be liable for injury or death occurring to Independent Contractor or any of
its employees or subcontractors during the course of this Agreement.

6.2 TAXES. Company shall not be liable for taxes, worker's compensation,
unemployment insurance, employers' liability, employer's FICA, social security,
withholding tax, or other taxes or withholding for or on behalf of the
Independent Contractor or any other person Independent Contractor consults or
employs in performing Services under this Agreement. All such costs shall be
Independent Contractor's sole responsibility.

7. TERM AND TERMINATION.

7.1 TERM. This Agreement shall remain in full force and effect unless and until
terminated in writing by either party. In addition to the termination rights
specified in Section 7.2 below, either party may terminate this Agreement for
any reason (or no reason) upon ten (10) days written notice to the other;
PROVIDED, HOWEVER, in the event Independent Contractor exercises its right to
terminate pursuant to this clause, it shall be obligated to complete the
Services specified in any then-outstanding SOW unless Independent Contractor may
terminate such SOW for cause pursuant to Section 7.2 (ii) below.

7.2 TERMINATION. This Agreement or any SOW may be terminated:

(i) immediately by Company with respect to any Work Company rejects
pursuant to Section 2 above or that is not delivered in accordance with the
delivery schedule or requirements set forth in the applicable SOW; and

(ii) by either party upon the other's breach of any material term or
condition of this Agreement if such breach is not cured within fifteen (15) days
of receipt of notice thereof from the non-breaching party.

Upon termination for any reason, Independent Contractor shall deliver to Company
a copy of any Work as it then exists and all tangible information or materials
Company delivered to Independent Contractor. Company shall have no obligation to
return computer code (including source code and object code) related to any
Work, any Documentation, and/or any materials Independent Contractor delivers.

7.3 PAYMENT/REFUND UPON TERMINATION. In addition to any other rights at law or
equity either party may have in the event of termination, the following
payment/refund obligations shall apply:

(i) In the event of termination pursuant to Section 7.1 and provided that
Independent Contractor is not in material breach of its obligations hereunder,
the Independent Contractor shall be entitled to any amounts paid or owed for
Services already acceptably performed and Work already accepted. In addition,
and to the extent such termination occurs after Independent Contractor has
commenced work on the next installment of the Services (e.g., has delivered an
acceptable Beta Version and has begun work finalizing the Master) on a fixed fee
basis, Independent Contractor shall be entitled to payment of the next
installment of any such fee on a PRO RATA basis (calculated by multiplying the
next payment due by a fraction, the numerator of which shall be the total number
of days prior to termination that Independent Contractor has worked on the next
deliverable and the denominator of which shall be the total number of days
allotted in the schedule set forth in the applicable SOW for completion of that
deliverable).

(ii) If Company terminates this Agreement in whole or in part pursuant to
Section 7.2 prior to the time Company accepts the first deliverable (whether
that be a Beta Version of the Work, an interim report, or the Work itself if
there are no preliminary deliverables), then Independent Contractor shall refund
to Company all amounts paid (if any) to Independent Contractor for the Services
that are the subject of the termination. If Company terminates this Agreement in
whole or in part pursuant to Section 7.2 at any time after Company accepts the
first deliverable, then Independent Contractor shall be entitled to any amounts
paid or owed for any deliverable that has been accepted but it shall have no
right to further payments of any kind, and it shall refund to Company any
payments made beyond those for any deliverable already accepted.

8. CONFIDENTIALITY. Company confidential and proprietary information to which
Independent Contractor is exposed shall be subject to the non-disclosure
requirements annexed as Exhibit B.

9. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT AND ANY SOW
(INCLUDING ALL EXHIBITS AND ATTACHMENTS), INDEPENDENT CONTRACTOR MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE
MERCHANTABILITY OR FITNESS FOR USE OF THE WORK.

10. GENERAL PROVISIONS.

10.1 ANTI-ASSIGNMENT. Independent Contractor may not assign this Agreement or
any of the rights and obligations hereunder (except the right to receive
payments) without the prior written consent of Company. Any purported assignment
by Independent Contractor in violation of this Agreement shall be null and void.
This Agreement shall be binding upon and inure to the benefit of the parties'
successors, Company's assignees, and Independent Contractor's permitted
assignees.

10.2 WAIVER. No waiver of any term or condition of this Agreement, or any breach
of this Agreement, shall or shall be deemed to be a waiver of any other term or
condition of the Agreement or of any later breach of the Agreement.

10.3 SURVIVAL. The terms and conditions of Sections 3, 5, 6, 7, 8, and 9, as
well as any provision necessary for the interpretation of this Agreement, shall
survive the termination or expiration of this Agreement or completion of the
Services.

10.4 HEADINGS. The headings appearing in this Agreement are inserted only as a
matter of convenience and in no way define, limit, constrict, or describe the
scope or intent of any particular section, nor in any way affect interpretation
of this Agreement.

10.5 FORCE MAJEURE. Any delivery or other obligation set forth in this Agreement
shall be extended by one (1) day for each day that performance is interfered
with by reason of fire or other casualty or accident, strikes or labor disputes,
war or other violence, any law, order, proclamation, regulation, ordinance,
demand, or requirement of any governmental agency, or any other act or condition
beyond the reasonable control of the party whose performance is so affected.
Company shall have the right to immediately and at any time terminate any SOW
under which Independent Contractor's performance is delayed by reason of any
force majeure for a period of fifteen (15) days or more.

10.6 GOVERNING LAW, JURISDICTION, AND VENUE. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE. INDEPENDENT
CONTRACTOR CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF FEDERAL JURISDICTION
IS LACKING, TO THE SUPREME COURT OF THE STATE OF NEW YORK FOR NEW YORK COUNTY
FOR ANY DISPUTE ALLEGING A BREACH OF THIS AGREEMENT AND WILL NOT MAINTAIN THAT
EITHER FORUM LACKS PERSONAL JURISDICTION OVER INDEPENDENT CONTRACTOR OR IS AN
INCONVENIENT FORUM FOR RESOLVING ANY SUCH DISPUTE.

10.7 COMPANY NAME. The Independent Contractor shall not use the Company's name
without the Company's prior written consent; PROVIDED, HOWEVER, that
notwithstanding the foregoing, Independent Contractor shall have the limited
right, in connection with promoting itself to prospective clients, to advise
such prospective clients in promotional literature or otherwise that Independent
Contractor has provided services to the Company.

10.8 ENTIRE AGREEMENT. This Agreement and its annexed exhibits contain the
entire agreement of the parties with respect to the subject matter hereof, and
supersedes any prior agreement or understanding, whether oral or written,
between the parties. No waiver, modification, or amendment of this Agreement or
any SOW shall be valid unless in a writing signed by the party to be charged and
Company's legal counsel.

10.9 COUNTERPARTS. This Agreement may be executed in counterparts, each of which
when so executed shall be an original and all of which, when taken together,
shall constitute one and the same agreement.

10.10 NO IMPLIED AGREEMENT. Nothing contained in this Agreement or in any SOW
shall be construed to impose any obligation on either party to enter into any
SOW and each party retains the exclusive right to decline to enter into any SOW
for any reason. The parties intend to be bound only upon execution of a written
agreement or a written SOW and no negotiation, exchange of draft, or partial
performance shall be deemed to imply an agreement. Neither the continuation of
performance nor any other conduct shall be deemed to imply a continuing
agreement upon the expiration of this Agreement or the full performance of any
SOW.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the date first set forth above.

SIMON & XXXXXXXX, INC.

/s/ XXXXXX X. XXXXXX
---------------------------------------
By: Xxxxxx X. Xxxxxx
Title: Senior Vice President

INDEPENDENT CONTRACTOR

/s/ XXXXX XXXX
---------------------------------------
By: Xxxxx Xxxx
Title: CEO
Taxpayer I.D. No.:

EXHIBIT A

FORM STATEMENT OF WORK

This Statement of Work ("SOW") dated as of ___________, 199_ is
incorporated in and made part of the Independent Contractor Master Services
Agreement made and entered into as of _____________, 199__ (the "Agreement") by
and between SIMON & XXXXXXXX, INC., a New York corporation with offices in the
State of New York and at Xxx Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxxx, XX 00000 ("S&S"),
and _____________________________, a _______________ corporation with a place of
business at ___________________________________________________________________
("Independent Contractor").

1. Terms used in this SOW and not otherwise defined shall have the meanings
specified in the Agreement.

2. Pursuant to the terms and conditions of the Agreement and this SOW, the
parties hereby agree that Independent Contractor shall provide Company with the
following Services and/or Materials:

CONTRACT TYPE (check as applicable):

[ ] Fixed price of $____________, to be paid in installments as follows:

[ ] Time & materials at the following rate(s):

Total hourly charges shall not exceed $__________ without Company's prior
written approval.

DESCRIPTION OF SERVICES AND ANY WORK INDEPENDENT CONTRACTOR IS TO PROVIDE (AS
APPLICABLE):

SCHEDULE FOR DELIVERABLES (IF ANY):

INDEPENDENT CONTRACTOR PROJECT MANAGER (IF APPLICABLE):

COMPANY PROJECT MANAGER (IF APPLICABLE):

INDEPENDENT CONTRACTOR KEY EMPLOYEES (IF APPLICABLE):

TERM:

ADDITIONAL TERMS:

4. This SOW shall have no force and effect unless and until it is signed by a
representative of both the applicable Company business unit and a representative
of the S&S Legal Department.

IN WITNESS WHEREOF, the parties have caused this SOW to be executed and
delivered as of the date first set forth above.

SIMON & XXXXXXXX, INC. INDEPENDENT CONTRACTOR
[or applicable subsidiary or affiliate]

/s/ XXXXXX X. XXXXXX /s/ XXXXX XXXX
--------------------------------------- -----------------------------------
By: Xxxxxx X. Xxxxxx By: Xxxxx Xxxx

Title: Senior Vice President Title: CEO

Taxpayer ID #: ____________________

S&S Legal Department:

________________________________________

By: ____________________________________

Title: _________________________________

EXHIBIT B

NON-DISCLOSURE REQUIREMENTS

Pursuant to the Agreement to which this Exhibit B is annexed, Company may be
disclosing to Independent Contractor certain confidential business plans,
development plans, reports, financial information, design documents,
specifications, programmer notes, software (its own and/or third party), and/or
other information, whether or not so identified (together with any notes,
analyses, compilations, studies, or other documents that are based upon,
contain, or otherwise reflect such information, the "Confidential Information,"
which shall include this Agreement). The parties agree as follows with respect
to treatment of the Confidential Information:

1. Independent Contractor shall use the Confidential Information solely
for the purpose of performing the Services specified in the applicable SOW and
not for any other purpose. Except to the extent permitted by Section 3 below,
Independent Contractor will not disclose the Confidential Information, in whole
or in part, to any other party. In fulfilling its obligations under this
Agreement, Independent Contractor shall use at least the same standard of care
it uses to protect its own information of similar kind, but not less than a
reasonable standard of care.

2. The term "Confidential Information" shall be deemed not to include
information which (i) is or becomes generally available to the public other than
(a) as a result of a disclosure by Independent Contractor or any other person
who directly or indirectly receives such information from the Independent
Contractor or (b) in violation of a confidentiality obligation to the Company
known to Independent Contractor or (ii) is or becomes available to Independent
Contractor on a non-confidential basis from a source which is entitled to
disclose it to Independent Contractor or (iii) is independently developed by
Independent Contractor without benefit of the Confidential Information.

3. In the event that Independent Contractor is required by law or by
interrogatories, requests for information or documents, subpoena, Civil
Investigative Demand, or similar process to disclose any information supplied to
Independent Contractor pursuant to the Agreement, including without limitation
the Confidential Information or any other information the disclosure of which is
restricted by the terms of this Exhibit B, Independent Contractor will provide
the Company with prompt prior written notice of such request or requirement so
that the Company may seek an appropriate protective order. If, in the absence of
a protective order, Independent Contractor is nonetheless, in the written
opinion of its counsel (which shall be forwarded to the Company upon request),
compelled to disclose Confidential Information or any other information the
disclosure of which is restricted by the terms of this Exhibit B to any tribunal
or else stand liable for contempt or suffer other material censure or penalty,
Independent Contractor may disclose only that portion of the Confidential
Information or other information which it is advised in writing by its counsel
(which shall be forwarded to the Company upon request) is so legally compelled
and Independent Contractor will exercise its best efforts to obtain assurance
that confidential treatment will be accorded such Confidential Information.

4. All Confidential Information disclosed by the Company to Independent
Contractor shall be and shall remain the Company's property. Upon termination of
the Agreement, Independent Contractor shall redeliver all tangible Confidential
Information furnished by the Company. Except to the extent Independent
Contractor is advised in writing by counsel that such action is prohibited by
law, Independent Contractor will also destroy all written material, memoranda,
notes, and other writings or recordings whatsoever prepared by it based upon,
containing, or otherwise reflecting any Confidential Information. Any
Confidential Information that is not returned or destroyed, including without
limitation any oral Confidential Information, shall remain subject to the
confidentiality obligations set forth in this Exhibit B.

5. Independent Contractor acknowledges and agrees that money damages would
not be a sufficient remedy for any breach of this Exhibit B by Independent
Contractor and that the Company shall be entitled to specific performance,
including without limitation injunctive relief, as a remedy for any such breach.
Such remedy shall not be deemed to be the exclusive remedy for breach of this
Exhibit B but shall be in addition to all other remedies available at law or
equity. Independent Contractor agrees to reimburse the Company for costs and
expenses (including without limitation attorneys' fees) incurred by the Company
in connection with the enforcement of this Exhibit B.

6. If any provision of this Exhibit B is not enforceable in whole or in
part, the remaining provisions of this Exhibit B shall not be affected thereby.
No failure or delay in exercising any right, power, or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege hereunder.

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EXHIBIT 10.49 A PORTION OF THE EXHIBIT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION RESELLER AGREEMENT AGREEMENT made as of this twelfth day of January, 1998 by and between Simon...

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