RECITALS

1
EXHIBIT 10.20

INTER-COMPANY CROSS LICENSE AGREEMENT

This Agreement is entered into as of this 19th day of May, 1998 by and
between Internet Commerce Services Corporation, a Delaware corporation, with its
principal place of business at 000 X. Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxx,
XX 00000 (hereafter "ICS") and xxxxxxxx.xxx Corporation, a California
corporation previously known as CyberSource Corporation, with its principal
place of business at 0000 Xxxxx Xxx, Xxxxx 000, Xxx Xxxx, XX 00000 (hereafter
"xxxxxxxx.xxx").

RECITALS

A. WHEREAS, the parties entered into that certain Conveyance Agreement
dated December 31, 1997 (hereafter "Conveyance Agreement"), which among other
things, conveyed, transferred and assigned from CyberSource Corporation to
Internet Commerce Services Corporation all intellectual property and other
assets of the "back office" aspects of the internet commerce services business
of CyberSource Corporation; and

B. WHEREAS, in furtherance of the Conveyance Agreement, [ * ]

C. WHEREAS, on or about April 22, 1998, CyberSource Corporation changed
its name to xxxxxxxx.xxx Corporation; and

D. WHEREAS, on or about April 23, 1998, the parties entered into that
certain Inter-Company Cross License Agreement (the "Original Cross-License
Agreement") for the purposes of clarifying the ownership of such intellectual
property which has not been specifically described in the foregoing assignments
and to set forth the terms for the cross licensing of technology, data and
information held by each party; and

E. WHEREAS, the parties now desire to amend the Original Cross License
Agreement for the purposes of clarifying the terms of the Original Cross
License Agreement.

AGREEMENT

In consideration of the mutual agreements herein contained and other
good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged, the parties agree that the Original Cross License Agreement shall
be amended and restated as follows:

1. DEFINITIONS. The following definitions shall apply to this Agreement
and each of the Schedules attached hereto.

1.1. "Internal use" (with or without capitalization) shall mean
use only by IP Licensee's employees, agents or authorized representatives on
computer systems controlled by IP Licensee.

1.2. "IP Owner" shall mean a party which is the owner of the
particular technology or intellectual property as identified in Section 2
hereunder.

1.3. "IP Licensee" shall mean a party which is the licensee for a
particular technology or intellectual property as identified in Section 3
hereunder.

1.4. "Licensed IP" shall mean the particular technology or
intellectual property which is cross licensed under Section 3, herein.

2. OWNERSHIP OF INTELLECTUAL PROPERTY

2.1 xxxxxxxx.xxx acknowledges, agrees and affirms that, as
between xxxxxxxx.xxx and ICS, ICS is the sole and exclusive owner of the
following, and that nothing else was transferred to ICS under the Conveyance
Agreement except for the following:

2.1.1. That SmartCert Technology as described in Schedule
2.1.1, attached hereto (hereafter "SmartCert"), including without limitation,
any and all improvements, enhancements and modifications thereto created and
developed by either or both parties on or before December 31, 1998;

2.1.2. Those certain inventions as described in the patent
applications identified in Schedule 2.1.2, attached hereto ("Patents Pending");

2.1.3. Those certain "back office" technologies and
systems as described in Schedule 2.1.3, attached hereto (hereafter "Backoffice
Systems");

2.1.4. The rights to licenses of software and other
intellectual property acquired from third parties in connection with ICS's
internet commerce operations as described in Schedule 2.1.4, attached hereto
(hereafter "ICS Third Party Software"), subject to any required consents to
assignment which have not been obtained; and

2.1.5. The trademarks and service marks and applications
thereof described in Schedule 2.1.5, attached hereto (hereafter "ICS Trademarks,
Services Marks and Applications Thereof").

2.2. ICS acknowledges, agrees and affirms that as between
xxxxxxxx.xxx and ICS, xxxxxxxx.xxx is the sole and exclusive owner of the
following:

2.2.1. That software known as "Cache Manager", but
excluding the underlying SmartCert Technology, as described in Schedule 2.2.1
attached hereto (hereafter "Cache Manager"), including without limitation any
and all improvements, enhancements and modifications thereto created and
developed by either or both parties on or before December 31, 1998;

2.2.2. That certain database of customer information, as
described in Schedule 2.2.2, attached hereto (hereafter "Customer Database");

2.2.3. That certain software which comprises
xxxxxxxx.xxx's internet software and digital content superstore and related
server engine as described in Schedule 2.2.3, attached hereto (hereafter "Store
Engine");

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2.2.4. The rights to licenses of software and other
intellectual property acquired from third parties in connection with
xxxxxxxx.xxx's operations as described in Schedule 2.2.4, attached hereto
(hereafter "xxxxxxxx.xxx Third Party Software"); and

2.2.5. The trademarks and service marks and applications
thereof described in Schedule 2.2.5, attached hereto (hereafter "xxxxxxxx.xxx
Trademarks, Service Marks and Applications Thereof").

2.3. The parties acknowledge, agree and affirm that the utility
tools set forth in Schedule 2.3, attached hereto (hereafter "Jointly Owned
Utility Tools") are jointly owned by both parties and may be freely used by
either party without accounting to each other.

2.4. Ownership of any other inventions not cited in above
sections 2.1, 2.2 and 2.3, which were made by the parties on or before June 30,
1998 ("Background Inventions") shall be as follows:

2.4.1. If made exclusively by one party, then such
Background Inventions shall be the property of that party.

2.4.2. If made jointly by both parties, then such
Background Inventions shall be jointly owned without accounting to each other.
In the case of a jointly filed patent application, the patent expenses shall be
divided equally between the parties. If either party elects not to file an
application on a joint Background Invention and/or not pay its share of the
expenses thereof, the other party may file at its own expense and shall have
sole control of the prosecution thereof. The party not participating in the
prosecution thereof shall remain liable for its share of the expenses for
prosecution of the application unless it assigns its entire interest in the
Background Invention to the prosecuting party.

2.5. Ownership of improvements, enhancements and modifications
made by the parties after December 31, 1998 and before January 1, 2000 to any of
the technologies and information which are licensed under sections 3.1 and 3.3,
herein (hereafter "Enhancements") shall be treated as follows:

2.5.1. If made exclusively by one party, then such
Enhancements shall be the property of that party.

2.5.2. If made jointly by both parties, then such
Enhancements shall be jointly owned without accounting to each other. In the
case of a jointly filed patent application, the patent expenses shall be divided
equally between the parties. If either party elects not to file an application
on a jointly owned Enhancement and/or not pay its share of the expenses thereof,
the other party may file at its own expense and shall have sole control of the
prosecution thereof. The party not participating in the prosecution thereof
shall remain liable for its share of the expenses for prosecution of the
application unless it assigns its entire interest in the Enhancement to the
prosecuting party.

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2.6. Each of the parties agrees to execute, acknowledge, and
deliver as necessary any instruments confirming the ownership by the other in
accordance with this Section 2.

3. CROSS LICENSES.

3.1. SmartCert. ICS hereby grants to xxxxxxxx.xxx, and
xxxxxxxx.xxx accepts, a worldwide, perpetual, irrevocable, royalty-free license
with respect to the SmartCert Technology in object and source code (including
all related user documentation) as follows:

3.1.1. a non-exclusive license for xxxxxxxx.xxx's
internal use only, which license shall also include the right to
reproduce and modify;

3.1.2. a license to modify the SmartCert software for
the purposes of merging it into Cache Manager alone or Cache
Manager in combination with other software (including all
related user documentation) developed, owned or licensed by
xxxxxxxx.xxx and to reproduce and sublicense the merged product
(but not the SmartCert software alone) directly to, and for use
by, enterprises (including without limitation corporations,
partnerships, sole proprietorships and universities) and
governmental agencies, provided:

3.1.2.1. sublicenses of the merged product to
the U.S. Government or other governmental agencies shall
be as "restricted computer software" or "limited rights
data" as set forth in "Rights in Data - General" at 48
CFR 52.227-14, or as "commercial computer software" or
"commercial computer software documentation" under DFARS
252.227-7015, or under such other similar applicable
terms and conditions to prevent the transfer of rights
in and to the technology to the government other than
under normal commercial licensing terms and conditions;
and

3.1.2.2. sublicenses of the merged product shall
not include the right to further sublicense to another
party the merged product;

3.1.3. xxxxxxxx.xxx shall keep the source code for the SmartCert
Technology confidential in accordance with Section 6, below.

3.2. Patents Pending. In the event that letters patent issue from the
Patents Pending, ICS grants to xxxxxxxx.xxx, and xxxxxxxx.xxx accepts, a
worldwide, perpetual, irrevocable, royalty-free, nonexclusive license to
practice any and all methods, systems and other inventions described in said
letters patent with the following conditions:

3.2.1. Such license shall not include the right to sublicense,
except in conjunction with, and only to the extent as necessary to give
effect to, the sublicense of any software, products or technology
licensed by ICS to xxxxxxxx.xxx pursuant to any other license which may
be granted in writing by ICS to xxxxxxxx.xxx, including the license set
forth in above Section 3.1.

3.2.2. Such license shall not in any way convey, grant or
transfer to xxxxxxxx.xxx any right to use any software, technical data
or physical device owned by ICS, including without limitation, the
SmartCert Technology, its object code, source code and related
documentation. Any right to use such software, technical data or
physical device shall be governed by a separate license agreement, or
in the case of the SmartCert Technology, shall be governed by above
section 3.1.

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5
3.3. Cache Manager. xxxxxxxx.xxx hereby grants to ICS, and ICS accepts,
a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license with
respect to the Cache Manager software in source and object codes (including all
related user documentation) as follows:

3.3.1. such license shall be for ICS's internal use only, and
shall include the right to reproduce and modify the source and object
codes;

3.3.2. such license shall not permit any right to sublicense;
and

3.3.3. ICS shall keep the source code for the Cache Manager
confidential in accordance with Section 6, below.

3.4. Customer Database. xxxxxxxx.xxx hereby grants to ICS, and ICS
accepts, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free
license with respect to the Customer Database as follows:

3.4.1. Customer Database shall be used only as part of the fraud
detection and verification system owned by ICS, including without the
limitation, the IVS system, and shall include the right to reproduce and
modify;

3.4.2. sublicensing of the Customer Database is not permitted
except in conjunction with the sublicensing of ICS's fraud detection and
verification system provided that (i) sublicensees are expressly
prohibited under such sublicenses from using the Customer Data for any
purpose other than for fraud detection and verification utilizing ICS's
fraud detection and verification system, (ii) sublicensees shall not
have access to the raw, human-readable Customer Database, but shall have
only access to the evaluated scores derived from the utilization of the
fraud detection and verification system, (iii) such sublicensees shall
agree under said sublicenses that any such breach of said limitation of
use by sublicensee shall constitute irreparable injury which shall
entitle ICS and xxxxxxxx.xxx to extraordinary remedies, including
without limitation, injunctive relief, and (iv) ICS indemnifies and
holds harmless xxxxxxxx.xxx for any and all damages and losses suffered
by xxxxxxxx.xxx resulting from any breach of said limitation of use by
any of such sublicensees, including without limitation any and all
attorneys' fees and costs to enjoin the unlawful use of the Customer
Data caused by such breach; and

3.4.3. ICS shall keep the Customer Database confidential in
accordance with Section 6, below.

3.5. Background Inventions. If any letters patent should issue on
Background Inventions which are owned exclusively by one party ("Single Owner
Background Patents"), the parties agree as follows:

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3.5.1. The owner of the Single Owner Background Patent
shall grant to the other party a worldwide, perpetual,
irrevocable, royalty-free, nonexclusive license, without the
right to sublicense, to practice any and all methods, systems
and inventions contained in the Single Owner Background Patent;

3.5.2. Such license to practice the Single Owner
Background Patent does not convey in any way to the licensee any
right to use any of the licensor's software, technical data or
physical device in connection with the Single Owner Background
Patent. Such use of the licensor's software, technical data or
physical device shall be governed by a separate license to be
negotiated and agreed to by the parties.

3.6. Relations Back to Date of Conveyance Agreement. Each of the
licenses of the Licensed IP by the IP Owners to the IP Licensees as set forth in
this Agreement shall be effective as of December 31, 1997, the effective date of
the Conveyance Agreement.

4. MOST FAVORED TERMS FOR ENHANCEMENTS. A party owning exclusively a
Enhancement is not required to offer such Enhancement to any entity. However, if
the party owning such Enhancement should offer such Enhancement to any third
party, it shall offer to the other party under this Agreement such Enhancement
under terms and conditions which are at least as favorable to the best terms and
conditions offered to any other third party under similar circumstances. If at
any time more favorable terms and conditions are granted to any third party
pertaining to such Enhancement, the party acting as IP Owner or grantor shall
notify the other party herein and, if the other party so elects, shall be
automatically become entitled to such more favorable terms and conditions.

5. LIMITATION OF WARRANTY. DISCLAIMER OF WARRANTIES. EACH OF THE
TECHNOLOGIES, INFORMATION AND INTELLECTUAL PROPERTIES LICENSED HEREUNDER ARE
PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES.
THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS
WITH THE IP LICENSEE. THIS DISCLAIMER OF WARRANTY EXTENDS TO THE RESPECTIVE IP
LICENSEES AND IP LICENSEE'S CUSTOMERS AND END-USERS AND IS IN LIEU OF ALL
WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND
NONINFRINGEMENT WITH RESPECT TO THE LICENSED TECHNOLOGIES AND INTELLECTUAL
PROPERTIES.

6. CONFIDENTIALITY. The Customer Database, the Patents Pending,
Backoffice Systems and the source code for SmartCert, Cache Manager and the
Store Engine and all documentation and information designated by the party
disclosing the information (the "Disclosing Party") as proprietary and
confidential, including without limitation drawings, computer program listings,
techniques, algorithms and processes and technical and marketing information
which are supplied by the Disclosing Party in connection with this Agreement or
which have been treated by either of the parties heretofore as proprietary and
confidential (the foregoing shall be collectively referred to hereafter as
"Confidential Information") shall be

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treated confidentially by the recipient of Confidential Information
("Recipient") and its employees, and shall not be disclosed by the
Recipient without Disclosing Party's prior written consent. Each party
shall have an appropriate agreement with each of its employees having
access to the Confidential Information sufficient to enable the party to
comply with all terms of this Agreement. Each party agrees to protect
the Confidential Information with the same (but in no case less than
reasonable) standard of care and procedures it uses to protect its own
trade secrets and proprietary information.

7. INDEMNITY.

7.1. Each IP Licensee shall indemnify and hold harmless the IP
Owner for any and all third party claims based on the IP Licensee's usage of the
Licensed IP, excluding any third party claim based on a claim that Licensed IP
infringes the third party's patent, copyright, trademark or other proprietary
right.

7.2. The indemnities set forth in sections section 3.4.2 and 7.1,
above, will not apply to the extent the party claiming the indemnification was
responsible for giving rise to the matter upon which the claim for
indemnification is based and will not apply unless the party claiming
indemnification promptly notifies the other of any matters in respect of which
the indemnity may apply and of which the notifying party has knowledge and gives
the other full opportunity to control the response thereto and the defense
thereof, including without limitation any agreement relating to the settlement
thereof.

8. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY FOR PERSONAL INJURY AND
PHYSICAL PROPERTY DAMAGE, THE INDEMNITY PROVISIONS OF SECTION 3.4.2, ABOVE, AND
A BREACH OF THE CONFIDENTIALITY PROVISIONS OF SECTION 6, ABOVE, IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES
ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT
LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA, LOST PROFITS, LOST
SAVINGS, OR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT
OF OR RESULTING FROM THIS AGREEMENT, EVEN IF THE PARTY HAD BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

9. MARKINGS. In conjunction with the licenses granted herein, the
respective IP Licensee shall agree to place such markings, notices and legends
as requested by the IP Owner for purposes of preservation of rights under
patent, copyright, trademark or other proprietary rights.

10. TERMINATION. Any IP Licensee may terminate its license for the
applicable Licensed IP by giving written notice and returning to the IP Owner
all copies of the Licensed IP in its possession. All sublicenses and licenses,
if any, granted by the IP Licensee as permitted under the terms of this
Agreement shall continue under their own terms.

11. GENERAL

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11.1. Governing Law. This Agreement shall be governed and
interpreted by the laws of the State of California, excluding its conflict of
laws provisions. The parties agree that any action brought for any dispute
between the parties relating to this Agreement shall take place in, and the
parties consent to jurisdiction of, the Superior Court for the County of Santa
Xxxxx or the United States District Court for the Northern California District
in San Jose, California.

11.2. Irreparable Injury. The parties agree that a violation or
breach of Sections 3, 4, 6 and 9, herein, will result in irreparable injury and
agree that such provisions shall be specifically enforced by the injured party.

11.3. Severability; Waiver. If any provision of this Agreement is
held to be invalid or unenforceable for any reason, the remaining provisions
will continue in full force without being impaired or invalidated in any way.
The parties agree to replace any invalid provision with a valid provision which
most closely approximates the intent and economic effect of the invalid
provision. The waiver by either party of a breach of any provision of this
Agreement will not operate or be interpreted as a waiver of any other or
subsequent breach.

11.4. Headings. Headings used in this Agreement are for reference
purposes only and in no way define, limit, construe or describe the scope or
extent of such section or in any way affect this Agreement.

11.5. Successors and Assigns. This Agreement, and the licenses
herein granted, will inure to the benefit of, and be binding upon, the parties
hereto and their respective successors and assigns, but will not be assigned by
either party, except to a wholly-owned subsidiary or to a party acquiring
substantially all of its business and assuming all of its obligations and
liabilities, without the written consent of the other party. In the event of any
assignment, the transferor or assignor will remain obligated to perform its own
obligations and, in addition, will be jointly liable for the proper performance
of the obligations of the transferee or assignee pursuant to this Agreement.

11.6. Notice. Any notices required or permitted hereunder shall
be given to the appropriate party at the address specified above or at such
other address as the party shall specify in writing. Such notice shall be deemed
given: upon personal delivery; if sent by telephone facsimile, upon confirmation
of receipt; if sent by electronic mail, upon confirmation of receipt; or if sent
by certified or registered mail, postage prepaid, five (5) days after the date
of mailing.

11.7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
be taken together and deemed to be one instrument.

11.8. Entire Agreement. This Agreement, including any exhibits
attached hereto, and the Conveyance Agreement sets forth the entire
understanding and agreement of the parties and supersedes any and all oral or
written agreements or understandings between the parties, including without
limitation the Original Cross License Agreement, as to the subject matter of
this Agreement. It may be changed only by a writing signed by both parties.
Neither party is relying upon any warranties, representations, assurances or
inducements not expressly set forth herein.

-8-

IN WITNESS WHEREOF, each of the parties hereto have executed this
Agreement as of the date first written above.

XXXXXXXX.XXX CORPORATION: INTERNET COMMERCE SERVICES
CORPORATION:

By: /s/ Xxx Xxxxxxx By: /s/ X.X. XxXxxxxxx
-------------------------------- -------------------------------

Title: V.P., Business Operations Title: President & CEO
----------------------------- ----------------------------

Fax: 000-000-0000 Fax: 000-000-0000
------------------------------- ------------------------------

E Mail: xxxx@xxxxxxxx.xxx E Mail: xxxxx@xxxxxxxxxxx.xxx
---------------------------- --------------------------

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10

SCHEDULE 2.1.1
SMARTCERT TECHNOLOGY

All right, title, interest, and benefit (including to make, use, or sell
under patent law; to copy, adapt, distribute, display, perform, transmit and
access under copyright law; and to use and disclose under trade secret law) in
and to all United States and foreign patents and patent applications, patent
license rights, patentable inventions, trade secrets, trademarks, service marks,
trade names (including, in the case of trademarks, service marks and trade
names, all goodwill appertaining thereto), copyrights, technology licenses,
know-how, confidential information, shop rights, and all other intellectual
property rights owned or claimed in the following:

That certain software program, in object code and source code,
called SmartCert by the parties, which program is used to deliver
products electronically together with marketing and promotional
information. Such program, among other things, tracks the
transmission of electronically distributed software and has
features which enables interrupted downloads to be resumed
without reloading the entire product.

SCHEDULE 2.1.2
PATENTS PENDING

[*] which has been recorded with the United States Patent & Trademark
Office, all right, title and interest (including without limitation, all
divisional, continuing, substitute, renewal and reissue applications thereof) in
and to the following applications pending with the United States Patent &
Trademark Office:

TITLE APPLICATION NO. FILING DATE
----- --------------- -----------

[*] [*] [*]

SCHEDULE 2.1.3
BACK OFFICE SYSTEMS

All right, title and interest in those backoffice software systems which
are operated by ICS as of the date of this Agreement, except as otherwise
specified in Section 2.2 of this Agreement, including without limitation:

1. Payment processing system

2. IVS system

3. Export and territory management system

4. Fulfillment house notification system

5. Rights management system

6. Global rights registry (old LCH) database system

7. US sales tax calculation system

8. IBM/SMS NetTrade Finance system for international currency payment
processing

9. VAT calculation system

10. Digital warehouse for storing and downloading digital products like
software

11. Simple Commerce Messaging Protocol (SCMP) client libraries and
related server libraries and functions

12. Digital Commerce Component (DCC), an SCMP implementation over
Windows NT for Microsoft Site Server

13. Payment processing software for direct connection to FUSA and other
processors

14. SmartReg web site and associated images, scripts and server
components

15. xxx.xxxxxxxxxxx.xxx web site and associated images, scripts, server
components and worldwide registered use of name

16. xxx.xxxxxx.xxx web site and associated images, scripts, server
components and worldwide registered use of name

17. CommerceFLEX and all components

18. CommerceEZ and all related components

19. The EDI message and transaction processing systems and
infrastructure

20. The Thin Server framework and application concepts

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14

SECTION 2.1.4
ICS THIRD PARTY SOFTWARE

All rights to the licenses from third parties for products which are
used by ICS in its operations, including without limitation:

1. Vertex tax system

2. Sybase

3. CyberCash system for payment processing

4. IC Verify system for payment processing

5. Operating system software from SUN supporting for all servers owned
by ICS

6. Development tools (software) from SUN and Microsoft for platforms

7. SUN Net Manager

SCHEDULE 2.1.5
ICS TRADEMARKS, SERVICE MARKS AND APPLICATIONS THEREOF

A. Subject to the Assignment of Marks dated March 26, 1998, all right,
title and interest in and to the following trademarks, service marks and
applications thereof, together with all goodwill appertaining thereto:

UNITED STATES XXXX USPTO REGISTRATION NO.
------------------ ----------------------

CYBERSOURCE 2,006,769

UNITED STATES XXXX USPTO APPLICATION SERIAL NO.
------------------ ----------------------------

CYBERSOURCE 75/411012

IVS 75/310542

COMMERCEEZ 75/240894

COMMERCEFLEX 75/240895

SMARTCERT 75/417912

B. All right, title and interest in and to the following trademarks,
service marks and applications thereof, together with all goodwill appertaining
thereto:

INTERNATIONAL XXXX COUNTRY APPLICATION NO.
------------------ ------- ---------------

CYBERSOURCE European Union (CTM) 000678391

CYBERSOURCE Canada 0869935

SMARTCERT European Union (CTM) 000728253

SMARTCERT Canada 0869936

SCHEDULE 2.2.1
CACHE MANAGER

That software, in object code and source code, called Cache
Manager by the parties, which works in conjunction with the
SmartCert software to enable a cache of downloaded software at
locations inside a customer's firewall. Cache Manager enables the
distribution of caches of software to locations within an
enterprise, ensuring a large enterprise that the current release
of software programs is available to staff with minimal
management intervention.

SCHEDULE 2.2.2
CUSTOMER DATABASE

All right, title and interest in the information gathered by
xxxxxxxx.xxx related to its customers and which information has been used by ICS
in its fraud detection and verification system as of April 23, 1998.

SCHEDULE 2.2.3
THE STORE ENGINE

All right, title and interest in the software and digital content
superstore software systems (the "Store Engine" systems) which are operated by
xxxxxxxx.xxx as of the date of this Agreement, except as otherwise specified in
Section 2.1 of this Agreement, including without limitation:

The computer software, in object code and source code, which is
based on a distributed transaction processing model that runs the
entire xxxxxxxx.xxx site, excluding any ownership rights to
software that is licensed by ICS or third parties to
xxxxxxxx.xxx.

Any and all software (source and object) related to the webpages
produced by either or both parties since its inception
appertaining to the xxxxxxxx.xxx URL.

SCHEDULE 2.2.4
XXXXXXXX.XXX THIRD PARTY SOFTWARE

All rights to the licenses from third parties for products which are
used by xxxxxxxx.xxx in its operations, including without limitation:

1. Netscape web servers

2. Any and all operating system and development tools software
licensed for machines owned by xxxxxxxx.xxx

3. All software licensed from Microsoft under the internal use
agreement between Microsoft and xxxxxxxx.xxx

4. Such other business applications resident on systems owned by
xxxxxxxx.xxx

5. Solomon accounting software

6. Quickbooks accounting software

SCHEDULE 2.2.5
XXXXXXXX.XXX TRADEMARKS, SERVICE MARKS AND APPLICATIONS THEREOF

All right, title and interest in and to the following trademarks,
service marks and applications thereof, together with all goodwill appertaining
thereto:

UNITED STATES XXXX USPTO SERIAL NO.
------------------ ----------------

XXXXXXXX.XXX 74/565186

XXXXXXXX.XXX plus DESIGN 75/304973

SOFTWARE TV 75/371655

DIGITAL GEAR 75/442168

SCHEDULE 2.3
JOINTLY OWNED UTILITY TOOLS

Any and all internally written tools to monitor the correct operation of
web servers, routers and other network equipment created by either or both
parties on or before the date of this Agreement.

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RECITALS

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