Sunncomm Inc – ‘10SB12G’ on 4/18/01

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business       225±   916K 
                          Issuer                                                 

Document Table of Contents

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U.S. SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER 
SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 

SUNNCOMM, INC.
(Name of Small Business Issuer in its charter)

Nevada                               86-0991301         
(State or other jurisdiction of      (I.R.S. Employer Identification No.)       
incorporation or organization)                                                

  668 North 44th Street, Suite 248, Phoenix, Arizona 85008; 602-267-7500
 (Address and telephone number of principal executive offices)

Securities to be registered under Section 12(b) of the Act: None.               

Common stock, $0.001 par value per share
 Securities to be registered under Section 12(g) of the Act:

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TABLE OF CONTENTS                                                               

PART I .......................................................................1 

ITEM 1:  DESCRIPTION OF BUSINESS .............................................1 
  SUNNCOMM HISTORY........................... ...............................1
  DESCRIPTION OF BUSINESS/RESEARCH AND DEVELOPMENT...........................1
  COMPETITION AND THE MARKET.................................................3
    The Problem..............................................................3
    Content Security Technology History......................................3
    Type of Competition and Representative Competitors.......................4
    What Makes Our Product Valuable? ........................................5
  CONTRACTS   ...............................................................5
    Fahrenheit ..............................................................6
    Will-Shown ..............................................................6
PATENTS, TRADEMARKS, LICENSES, FRANCHISES,                                
   CONCESSIONS AND ROYALTY AGREEMENTS........................................6
  EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ...................7
  RESEARCH AND DEVELOPMENT...................................................7
  EMPLOYEES..................................................................7
  AVAILABLE INFORMATION .....................................................7
  REPORTS TO SECURITY HOLDERS ...............................................7

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ...........7 

  PLAN OF OPERATION .........................................................7

ITEM 3:  DESCRIPTION OF PROPERTY .............................................8 

ITEM 4:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......8 

ITEM 5:  DIRECTORS AND EXECUTIVE OFFICERS.................................... 9 

ITEM 6:  EXECUTIVE COMPENSATION .............................................11 

  OPTION GRANTS IN LAST FISCAL YEAR ........................................12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL                            
    YEAR AND FISCAL YEAR-END OPTION VALUES..................................12
  COMPENSATION OF DIRECTORS.................................................12
  EMPLOYMENT AGREEMENT WITH PETER H. JACOBS ................................12
  EMPLOYMENT AGREEMENT WITH JOHN D. AQUILINO ...............................13
  EMPLOYMENT AGREEMENT WITH WILLIAM H. WHITMORE ............................13

ITEM 7:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .....................14 

  ASSIGNMENT AND ASSUMPTION AGREEMENT ......................................14
  CONSULTING AGREEMENT .....................................................14
  MANAGEMENT CONSULTING SERVICES ...........................................14
  CONSULTING AGREEMENT .....................................................15

ITEM 8:  DESCRIPTION OF SECURITIES ..........................................14 

PART II .....................................................................15 

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ITEM 1:  MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS ...........15 

ITEM 2:  LEGAL PROCEEDINGS ..................................................16 

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ......................17 

ITEM 4:  RECENT SALES OF UNREGISTERED SECURITIES ............................17 

ITEM 5:  INDEMNIFICATION OF DIRECTORS AND OFFICERS ..........................17 

PART F/S:  FINANCIAL STATEMENTS .............................................19 

PART III:  INDEX TO EXHIBITS ................................................20 

SIGNATURE ...................................................................20 

EXHIBIT 3.01 ................................................................21 
EXHIBIT 3.02 ................................................................26 
EXHIBIT 4.01 ................................................................41 
EXHIBIT 4.02 ................................................................45 
EXHIBIT 10.01 ...............................................................50 
EXHIBIT 10.01A ..............................................................51 
EXHIBIT 10.02 ...............................................................53 
EXHIBIT 10.03 ...............................................................56 
EXHIBIT 10.04 ...............................................................57 
EXHIBIT 10.05A ..............................................................72 
EXHIBIT 10.05B ..............................................................79 
EXHIBIT 10.05C .............................................................102 
EXHIBIT 10.06 ..............................................................116 
EXHIBIT 10.07 ..............................................................124 
EXHIBIT 10.08 ..............................................................134 
EXHIBIT 10.09 ..............................................................171 
EXHIBIT 10.10 ..............................................................180 
EXHIBIT 10.11 ..............................................................184 
EXHIBIT 10.12 ..............................................................187 
EXHIBIT 10.13 ..............................................................190 
EXHIBIT 10.14 ..............................................................199 
EXHIBIT 10.15 ..............................................................207 
EXHIBIT 10.16 ..............................................................209 
EXHIBIT 10.17 ..............................................................213 

[CAPTION]                                                                       
PART I
ITEM 1:  DESCRIPTION OF BUSINESS
--------------------------------- 
SunnComm History                                                                

Our predecessor, Compliance Signage, Inc. ("Compliance"), was incorporated in   
Oregon on August 9, 1993. On April 4, 1996, Compliance changed its name to      
Ti-Mail, Inc., and increased the number of authorized shares of common stock to 
50,000,000.                                                                     

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On November 13, 1998, our Company, Desert Winds Entertainment Corporation, a    
Nevada corporation, was formed in Nevada and subsequently merged with Ti-Mail   
on December 10, 1998. On December 10, 1998, we entered into a "Plan and         
Agreement of Reorganization" with the Whitney Corporation whereby all 6,500,000 
issued and outstanding shares of Whitney common stock were acquired by us in    
exchange for an equal number of shares of its common stock, making Whitney a    
wholly-owned subsidiary of the Company. Michael Paloma, as Chairman, Chief      
Executive Officer, and President, assumed our primary management at that time.  
From December 10, 1998, to April 20, 1999, the mailing and shipping product     
business of Ti-Mail and the entertainment production business of Whitney each   
continued to be operated independently. On March 1, 2000, Mr. Paloma resigned   
as Chairman, Chief Executive Officer and President. On April 20, 1999, we       
divested of all assets and liabilities related to the business and operations   
of Ti-Mail and agreed to sell all of the assets of Ti-Mail to certain employees 
in exchange for their assumption of Ti-Mail's liabilities. As a result of this  
transaction, the Company was no longer involved in the manufacture and sale of  
packaging products for mailing and shipping.                                    

On June 15, 2000, we entered into an Assignment and Assumption Agreement with   
Desert Entertainment, Inc. ("DEI") (a subsidiary in which we had an interest of 
49% of the outstanding shares of common stock) and Michael Paloma, pursuant to  
which the Company transferred certain assets to DEI and DEI assumed, and        
Michael Paloma guaranteed, certain liabilities related to those assets. On June 
19, 2000, we sold all of the outstanding capital stock of DEI owned by us to    
Michael Paloma in exchange for the forfeiture of his right to receive 500,000   
shares of common stock of the Company. As a result of these transactions, we    
divested the business of developing, producing and marketing full-scale films,  
television shows and live casino and theatre shows.                             
Beginning in June, 2000, we changed our focus to become a leading provider of   
content security technology for digital products worldwide.                     

Description of Business/Research and Development                                

We have developed a proprietary technology that inhibits illegal duplication of 
digital music recordings through content security processes. The growth of      
digital music has raised enormous concern from record companies, artists,       
publishers and producers over the loss of revenue from unauthorized             
distribution of prerecorded digital product. We intend to significantly reduce  
the copy-capability of digitally recorded music and programming. The Company's  
process allows record companies to secure their manufactured audio compact      
discs, thus significantly reducing the risk that music offered through this     
medium will be not be illegally duplicated.                                     

On May 23, 2000, we entered into an Assignment Agreement with Equity Earnings   
Corp., d.b.a. Designer Products, an Arizona corporation ("DP"), whereby DP      
assigned to us all its right, title and interest in and to a proprietary        
Internet digital rights management system more particularly described in that   
certain provisional patent application identifiable in the United States Patent 
and Trademark Office ("USPTO") by Serial No. 60/207,201, filed May 25, 2000.    
(the "Provisional Patent"). John D. Aquilino, as the "inventor", later assigned 
all of his rights in this technology to us and we filed a Patent Assignment,    
which was recorded with the Commissioner of the USPTO. See Exhibit10.01 for a   
copy of the Patent Assignment. Pursuant to the Assignment Agreement, DP agreed  
to incur all costs related to developing and delivering to us a working         
prototype product based upon the Provisional Patent (the "Prototype").          

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DP further agreed to incur all costs related to converting the Provisional      
Patent into a utility patent application and pursuing and obtaining approval of 
said application from the USPTO. Upon the execution of the Assignment           
Agreement, we transferred to DP 2,000,000 restricted shares of the Company's    
common stock and delivered 4,000,000 restricted shares of the Company's common  
stock into escrow. Upon delivery of the Prototype and an assignment from the    
developer of all right, title and interest related thereto, we have agreed to   
deliver to DP from the escrow an additional 2,000,000 shares of the Company's   
restricted common stock. Upon our developing and delivering to market any       
product based upon or derived from the Prototype, Provisional Patent or any     
subsequently approved utility patent based thereon, we shall deliver to DP from 
the escrow an additional 2,000,000 restricted shares of the Company's common    
stock. We shall pay to DP fifty percent (50%) of any and all royalty revenue    
generated from the licensing or other commercial exploitation of any such       
product(s). See Exhibit 10.02.                                                  

Pursuant to an agreement between Mr. Aquilino, an officer and director of the   
Company, and DP, Mr. Aquilino owns a right to receive half of the stock and     
royalty compensation received by DP from the Company pursuant to the Assignment 
Agreement. Mr. Aquilino has assigned his right to receive his one -half         
interest in the royalties and the escrowed stock to the Company. See Exhibit    
10.03 for a copy of the Assignment of Royalty.                                  

Although we believe that future applications may be available for our Internet  
digital rights management system, we believe that more recently developed       
technology has greater potential in the optical media market.                   

In August of 2000, we engaged BTEK Software, Inc. ("BTEK") to develop and       
deliver a technology designed to prohibit the unauthorized duplication of       
optical media. On March 6, 2001, we memorialized our relationship with BTEK in  
that certain Master Development Agreement ("MDA") whereby BTEK completed and    
delivered to us a technology we refer to as "Digital Content Cloaking (tm)      
Technology, Version 1.0 ("DC2(tm)")", together with all right, title and        
interest in and to the technology. The Company intends to market DC2(tm) under  
the tradename "MediaCloQ". The MDA provides that BTEK shall receive an          
aggregate of 1,175,000 shares of restricted common stock of the Company, a      
royalty of one percent (1%) of the net factory sales price on all sales of      
products incorporating MediaCloQ(tm) and a cash payment. See Exhibit 10.04. A   
provisional patent application was filed with the USPTO with respect to         
DC2(tm).                                                                        

MediaCloQ(tm) content security features are not resolvable using any single     
solution, greatly reducing the probability of loss to illegal duplication. We   
intend to charge a royalty to recording companies to incorporate MediaCloQ(tm)  
into their products.                                                            

Presently, MediaCloQ(tm) secures audio compact discs ("CDs") from unauthorized  
duplication. We are seeking to develop proprietary technology applications for  
additional optical media formats, including CD Rom (i.e. software programs on   
compact discs) , DVD (digital virtual disc), DVDA (digital virtual disc audio)  
and VCD (video compact disc). On or about April 17, 2001, pursuant to a license 
agreement between the Company and Fahrenheit Entertainment, Inc.                

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(see "Contracts" below), Music City Records will commercially release the       
latest CD by country music recording legend Charley Pride incorporating         
MediaCloQ(tm).                                                                  

We have selected Microsoft Windows Media Rights Manager Software Development    
Kit7(r) (the "Microsoft Windows MRM") to couple with MediaCloQ(tm) to protect   
on-line downloads from unauthorized duplication, pursuant to a license          
agreement with Microsoft(r) . See Exhibit 10.05.                                

Competition and the Market

The Problem 

Music publishing is the business of acquiring and developing rights in musical  
compositions. The U.S. Copyright Act confers upon songwriters the exclusive     
legal right to control the public dissemination of their songs and to receive   
compensation for the use of their songs. Generally, the right to receive        
copyright royalties extends for the life of the songwriter plus 50 years        
following his or her death. Income generated by the use of a song is oftentimes 
split between the songwriter and publisher, with the publisher in most          
instances responsible for promoting the use of the song, collecting income on   
behalf of the songwriter and for distributing his or her share.                 

Music publishers earn their revenue from licensing the right to use songs in    
their catalog - a right they have to the exclusion of all others. Every time a  
song is used or performed, the owner of the copyright must grant permission, a  
license must be issued and a payment must be made. The more a song gets         
performed or used the more income is generated for the publisher and            
songwriter. Digital technology brings music to a wider public, affords niche    
artists access to their audiences, makes music widely available, and            
distributes old, new and unusual music at affordable prices.                    

A major problem faced by the music publishing and recording industry is "music  
piracy." Music piracy generally refers to the illegal duplication and           
distribution of video and sound recordings, and includes four specific forms:   

1. Illegally copied recordings are the unauthorized duplication of only the     
sound of legitimate recordings, as opposed to all the packaging, i.e., the      
original art, label, title, sequencing, combination of titles, etc.             

2. Counterfeit recordings are unauthorized recordings of the prerecorded sound  
as well as the unauthorized duplication of original artwork, label, trademark   
and packaging.                                                                  

3. Bootleg recordings (or underground recordings) are the unauthorized          
recordings of a live concert or a musical broadcast on radio or television.     

4. Online piracy is the unauthorized uploading of a copyrighted sound recording 
and dissemination to the public, even if the recording is not resold.           

Content Security Technology History                                             

Before 1986, the government and large companies were the only real users of     
content security technology. In 1986, "Pretty Good Privacy" ("PGP") was         
introduced, a 128-bit public key encryption program.                            

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PGP is now available both in commercial and free products and is one of the     
most widely used content security programs on the Internet. Industry vendors    
are beginning to adopt elliptic curve cryptography (ECC), which uses complex    
mathematical functions to scramble audio and video content.                     

ECC offers security more difficult to penetrate in a smaller key length, and is 
generally regarded as being faster and requiring less processing power. The ECC 
technology is available free of charge.                                         

Modern content security is achieved with algorithms that use a "key" to encrypt 
and decrypt messages by turning text or other audio and video content into      
digital gibberish and then by restoring it to its original form. The longer the 
"key," the more computing required to "crack" the code. To decipher an          
encrypted message by trial and error, one would need to try every possible key. 
Computer keys are made of "bits" of information, binary units of information    
that can have the value of zero or one. An eight-bit key has 256 (two to the    
eighth power) possible values. A 56-bit key creates 72 quadrillion possible     
combinations. If the key is 128 bits long, or the equivalent of a 16-character  
message on a personal computer, to crack the code by trial and error would be   
4.7 sextillion (4,700,000,000,000,000,000,000) times more difficult than        
deciphering a 56-bit key. Given the current power of computers, a 56-bit key is 
considered penetrable. To penetrate a 128-bit key, one would need access to an  
enormous amount of computing power.                                             

Type of Competition and Representative Competitors                              

The content security industry is characterized by rapid technological change,   
frequent innovations, and evolving operating platforms. To remain competitive,  
we must plan to regularly enhance the functionality of our proprietary          
technology and introduce new programs while reducing our research and           
development costs. Even if successful, alternative technologies may develop,    
which, if they achieve widespread market acceptance, could supplant our         
technology and make it obsolete. Our failure to respond to any of these market  
pressures would adversely affect our business, results of operations and        
financial condition.                                                            

There are a number of companies that are more established, benefit from greater 
market recognition, and have substantially greater financial, development,      
manufacturing and marketing resources than us. Our ability to compete           
successfully in the rapidly evolving area of content security depends on        
factors both within and outside our control, including:                         

* performance and price;                                                        
* features and functionality;                                                   
* adaptability of products to specific applications;                            
* support of product differentiation by our customers;                          
* length of development cycle;                                                  
* support for new communications standards and protocols; and                   
* technical service and support.                                                

Our failure to compete successfully as to any of these or other factors could   
materially and adversely affect us.                                             

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Security measures either (i) mark copied material as authentic, i.e., digital   
watermarking; (ii) modify the content available by reducing the quality of the  
music or attaching advertising material to tracks; or (iii) prevent altogether  
the unauthorized duplication of copy-written material. Our MediaCloQ(tm)        
proprietary technology adopts this latter strategy of barring duplication.      
Other means of barring duplication include: systems using on-line "musical"     
currency and other micropayment systems, long key encryption, public key        
cryptography systems (e.g., Motorola's CipherNET(r) or the prospective public   
domain Advanced Encryption Standard), hardware-based protection (chips,         
computers, peripherals, secure containers), portable flash memory devices, and  
compression codices. In management's judgment, all of these technologies are    
inferior to our MediaCloQ(tm). They are either too cumbersome, too expensive,   
require additional hardware, or significantly degrade the music quality.        
The best-known competitor of the Company is TTR Technologies, Inc., a publicly  
traded Israeli development stage company that is in the process of developing   
and designing anti-piracy software technologies that purport to provide copy    
protection for music distributed on CDs. The company's proprietary product      
SafeAudio(tm) Toolkit is purported to be designed to prevent unauthorized CDs   
from operating as intended.                                                     

While not a direct competitor, the Secure Digital Music Initiative ("SDMI)"is a 
forum of more than 180 companies and organizations whose goal is to develop a   
voluntary, open framework for playing, storing, and distributing digital music  
in a protected form. Member companies develop security measures in a wide array 
of technological solutions. To the knowledge of management, none of the         
companies within the SDMI consortium have technology which is directly          
competitive with ours.                                                          

What Makes Our Product Valuable?                                                
MediaCloQ(tm) provides content security qualitatively different from other      
technologies. A shrink-wrapped audio compact disc purchased off-the-shelf that  
is manufactured incorporating MediaCloQ(tm) cannot be digitally copied.         
Incorporating MediaCloQ(tm) causes no degradation in sound quality. A recording 
studio simply provides the recording to the mastering facility, while           
requesting the mastering facility to incorporate MediaCloQ(tm) during the       
manufacturing process. The mastering facility can easily update its encoders to 
enable the incorporation of MediaCloQ(tm).                                      

In a simplified scenario, the digital content - a song, for example - is        
created and made ready for duplication in the form of CDs. During the mastering 
process, a glass master containing the digital sound recording is created to    
mass -produce CDs. During the pre-mastering and encoding phase, just prior to   
the creation of the glass master, MediaCloQ(tm) is applied to the glass master, 
which "cloaks" the digitally recorded content from duplication equipment such   
as PC CD-ROM audio CD simulators, CD replicators or other digital duplication   
devices. In addition to cloaking the content, MediaCloQ(tm) adds a standard     
data track containing a MediaCloQ(tm) Enhanced Table of Contents ("TOC") that   
is different from the Redbook TOC as part of the 908 Redbook standard. This     
Enhanced TOC contains recording, track and author data as well as encryption    
data that allows the user to download the Microsoft Windows MRM protected       
versions of the WM8 files associated with the original CD's TOC directly from   
the Company's website for use on the user's PC or portable device. These files  
are protected with the Microsoft Windows MRM solution and can only be played on 
the device for which such files are authorized.                                 

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In some instances, the digital content rights holder has the option to make     
certain rights available to end-users, such as the ability to transfer the      
digitally distributed file to a portable media player device, such as a Rio(tm) 
MP3(tm) player.                                                                 

Once transferred, the newly created file can then be further restricted to only 
play or delete, thereby remaining secure, even on additional devices. This      
option allows for consumers to use protected content on mobile devices while    
protecting the rights of the digital content rights holders.                    

Because our cloaking process is applied at the glass mastering stage, we        
believe that it provides greater security to the digital content from skilled   
hackers, permits efficient and convenient incorporation into production lines,  
and allows quality assurance prior to mass production.                          
Contracts                                                                       
The Company intends to actively market MediaCloQ(tm) to major and independent   
recording companies on a national and international basis. The Company has      
executed the following contracts.                                               

Fahrenheit                                                                      

On December 1, 2000, we entered into a one-year license agreement with          
Fahrenheit Entertainment, Inc., ("Fahrenheit") an independent record label,     
granting Fahrenheit a royalty-free, nonexclusive, nontransferable worldwide     
license to incorporate MediaCloQ(tm) into its products. In exchange, Fahrenheit 
has agreed to act as a technology partner during the term of the agreement.     
Fahrenheit must ship 25,000 CD units per month. See Exhibit 10.06. On or about  
April 17, 2001, pursuant to this license and in coordination with Fahrenheit,   
Music City Records shall commercially release the latest CD by country music    
recording legend Charley Pride entitled "A Tribute to Jim Reeves", which        
incorporates MediaCloQ(tm). This agreement does not pay any royalties to us.    

Will-Shown                                                                      

On December 5, 2000, we entered into a license agreement with Will-Shown        
Technology Company, Ltd. ("Will-Shown"), granting Will-Shown a nonexclusive,    
nontransferable worldwide license to incorporate MediaCloQ(tm) into its CD      
products. The license is exclusive only as it relates to artists that           
Will-Shown promotes and distributes pursuant to a written exclusive recording   
agreement with such artists. As a condition to Will-Shown's rights arising      
under this license, Will-Shown must pay a $40,000 advanced royalty, and will    
pay a three percent (3%) royalty on the net factory sales price on each unit    
sold incorporating MediaCloQ(tm) , but in no event shall we receive a royalty   
of less than twenty cents ($0.20) for each unit sold. Payment shall be          
calculated on a monthly basis and shall be paid within thirty (30) days from    
the end of each prior month.                                                    

The initial term of the license is seven (7) years with three (3) consecutive   
option periods of two (2) years each, beginning at the end of the initial term. 
Each option is subject to meeting the minimum performance requirements          
described above. See Exhibit 10.07.                                             

Will-Shown has not yet paid the advanced royalty of $40,000, and the Company    
and Will-Shown have each mutually agreed to defer the effective date of the     
license agreement so we may focus our efforts on the domestic market.           

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Although we intend to enter into additional contracts to distribute our         
products, there is no assurance that we will be successful in consummating any  
additional agreements.                                                          

Patents, Trademarks, Licenses, Franchises, Concessions and Royalty Agreements   

"Digital Content Cloaking(tm)", "DC2(tm)", "MediaCloQ(tm)" and "SunnComm(tm) "  
are trademarks of SunnComm, Inc. in the United States and other countries.      
Otherwise, all trademarks and tradenames referred to in this Form 10-SB are the 
property of their respective owners.                                            

We expect to rely on a combination of copyright, trademark, patent and trade    
secret laws, and restrictions on disclosure to protect our intellectual         
property rights. Although we attempt to protect our intellectual property       
rights, we may be unable to prevent the misappropriation of our intellectual    
property, particularly in foreign countries where the laws may not protect the  
Company's proprietary rights as fully as in the United States.                  

In addition, other persons or companies may allege that our products infringe   
upon their proprietary rights. Any assertion that our products infringe upon    
their proprietary rights would force us to defend ourselves or our customers,   
manufacturers or suppliers against alleged infringement of intellectual         
property rights. We could incur substantial costs to prosecute or defend this   
litigation. If we were found to have infringed upon another person's            
proprietary rights and were unable to develop non-infringing technology or      
license the infringed technology on acceptable terms and on a timely basis, we  
could be forced to stop using the infringed technology and our business,        
results of operations and financial condition would be materially adversely     
affected.                                                                       

Effect of Existing or Probable Governmental Regulations                         

Federal patent, trademark and copyright laws protect our technology and         
preserve much of the net present value in the Company. If the Federal           
government changes the effect or import of the current intellectual property    
regime, in response to content security developments or otherwise, we could be  
materially adversely affected. The costs and effects of compliance with         
environmental laws are minimal.                                                 

Research and Development                                                        

While we intend to market a product for which extensive research and            
development costs have been expended, in 1999 those costs had been borne by the 
developers with whom we have contracted. In 2000, however, we incurred $127,500 
in research and development expenses.                                           

Employees                                                                       

We anticipate the establishment of a technical and support department that we   
expect will grow to five (5) employees. The establishment of the sales and      
marketing departments will initially employ three (3) people. General and       
administrative operations are expected to employ approximately ten (10)         
in-house personnel. We currently employ eight (8) and expect to employ fifteen  
(15) to twenty (20) people within twelve (12) months. We currently contract     
with three (3) independent contractors.                                         

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Available Information                                                           

The public may read and copy any materials we file with the Securities and      
Exchange Commission (the "SEC") at the SEC's Public Reference Room at 450 Fifth 
Street, NW, Washington, DC 20549. The public may obtain information on the      
operation of the Public Reference Room by calling the SEC at 1-800- SEC-0330.   
If we elect to file electronically, the SEC maintains an Internet site that     
contains reports, proxy and information statements, and other information       
regarding issuers that file electronically with the SEC. The address of that    
site is <http://www.sec.gov>. Our Internet address is                           
<http://www.sunncomm.com>. Information contained on our website is not part of  
this Form 10-SB or any other securities disclosure.                             

Reports to Security Holders                                                     

The SEC's proxy rules and regulations require us to send an annual report to    
security holders, which we will issue in accordance with those rules.           

 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 -----------------------------------------------------------------

Plan of Operation                                                               

Until we enter into a distribution contract which provides royalty payments of  
a sufficient amount to support our operating costs, we will continue to rely on 
the sale of debentures to finance our operations. Although we are actively      
seeking record companies and other distributors of digital content to sell      
products with our technology incorporated, we have not consummated any          
agreement providing any royalties. We are uncertain as to the time required to  
educate the market as to the viability and availability of our products. We     
anticipate that to meet our payroll obligations, we will need approximately     
$35,000 per month for the year ended March 31, 2002. There is no assurance that 
this estimate may not increase particularly if we need to allocate a greater    
amount to ongoing research and development costs to upgrade our technology.     

Most of the proceeds we receive will pay salaries of employees, which we        
anticipate to increase from eight (8) to approximately fifteen (15) or twenty   
(20) and to independent contractors for research and development costs. We      
believe that we will not need to purchase any equipment as we anticipate that   
our revenues will come from the licensing of our technology and we do not       
anticipate upgrading our computer hardware during the coming year.              
Our anticipated revenues will be based on the sale of products by our customers 
to consumers, and will be affected by the seasonal buying trends typically      
found in the consumer-entertainment retail industry. For example, revenues, if  
realized, are likely to be higher during the Christmas buying season, but lower 
in the quarter immediately following.                                           

In fiscal 2000 (ending September 30), we raised $455,000 from the sale of       
convertible debentures and $87,700 from the sale of unregistered common stock,  
all of which was raised after March 12, 2000. From October 1, 2000, through     
March 31, 2001, we raised an additional $719,492 from the sale of convertible   
debentures and $243,900 from the sale of unregistered common stock.             

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We expect to use the proceeds of financing activities to complete the research  
and development, beta testing, and rollout of our proprietary content security  
technology for CD Rom, DVD, DVDA, VCD and other digital media.                  

 ITEM 3: DESCRIPTION OF PROPERTY
  --------------------------------

We currently own no real property and do not invest in real property. Our       
principal place of business is leased pursuant to a long-term, non-cancelable   
seventy-two (72) month operating lease for office space in Phoenix, Arizona,    
which commenced on July 1, 2000. Future minimum lease rentals aggregate         
$813,853 through September 30, 2005. The lease provides for one five-year lease 
renewal at market rates. The following is a summary of the minimum lease        
rentals payable for each of the next five (5) years as of the end of the fiscal 
year.                                                                           

Year             Rent   
----             ----   
2001          $136,147  
2002          $187,548  
2003          $197,709  
2004          $209,289  
2005          $ 83,160  
------------------------  
For a total of $813,853 

See Exhibit 10.08 for more information.                                         

  ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  ----------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial     
ownership of the Company's common stock as of March 31, 2000, by:               

* all Directors;                                                                

* each person who is known by the Company to be the beneficial owner of more    
than five percent (5%) of the outstanding common stock;                         

* each executive officer named in the Summary Compensation Table below; and     

* all Directors and executive officers as a group.                              

The number of shares beneficially owned by each Director or executive officer   
is determined under the SEC rules, and the information is not necessarily       
indicative of beneficial ownership for any other purpose. Under the SEC rules,  
beneficial ownership includes any shares as to which the individual has the     
sole or shared voting power or investment power. In addition, beneficial        
ownership includes any shares that the individual has the right to acquire      
within sixty (60) days of March 31, 2000, through the exercise of any stock     
option or other right. Unless otherwise indicated, each person listed below has 
sole investment and voting power (or shares such powers with his or her         
spouse).                                                                        

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                                                        [Enlarge/Download Table]
                                                                                                        
In certain instances, the number of shares listed includes, in addition to shares owned directly, shares
held by the spouse or children of the person, or by a trust or estate of which the person is a trustee  
or an executor or in which the person may have a beneficial interest.                                   

                                                    Number of Shares of Common Stock                    
                                                          Beneficially Owned                            

                                                              Vested                                    
Name and Address of Beneficial Owner             Shares      Options(1)    Total    Percent(2)          
------------------------------------             --------------------------------------------           
Peter H. Jacobs                                                                                         
668 North 44th Street, Suite 248                                                                        
Phoenix, Arizona 85008                           5,666,666   4,000,000   9,666,666    20.47%            

John D. Aquilino                                                                                        
668 North 44th Street, Suite 248                                                                        
Phoenix, Arizona 85008                           4,066,666   2,000,000   6,066,666    13.41%            

Stephen F. Burg                                                                                         
668 North 44th Street, Suite 248                                                                        
Phoenix, Arizona 85008                           2,466,666   1,500,000   3,966,666    8.87 %            

William H. Whitmore                                                                                     
668 North 44th Street, Suite 248                                                                        
Phoenix, Arizona 85008                              25,000     700,000     725,000     1.65%            
------------------------------------             --------------------------------------------           
All Directors and Executive                                                                             
 Officers as a group                            12,224,998   8,200,000  20,424,998    39.71%            

Michael Paloma(3)                                2,380,000           0   2,380,000     5.50%            

(1) Including 2,000,000 options issued to Mr. Jacobs under his Employment Agreement described below. The
    balance of options were issued pursuant to Incentive Stock Option Agreements described below.       
(2) Assuming that all of the options listed had been exercised.                                         
(3) Mr. Paloma was a director of the Company until March 2000.                                          

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                                                        [Enlarge/Download Table]
                                                                                                   


                                ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS                           
                                                                                       Other       
                                                                                    Directorships  
                                                                                       Held In     
                                                                                      Reporting    
Name       Age  Position           Term of office; periods of service                Companies     
----       ---  --------           ----------------------------------              -------------   
Peter H.        Director,          As an officer, Mr. Jacobs has entered                           
Jacobs     52   President and      an Employment Agreement for 5 years,                            
                Chief Executive    beginning June 1, 2000.  As a director,                         
                Officer            began service on March 8, 2000, and was                         
                                   elected to another term at the annual                           
                                   shareholder meeting held on                                     
                                   November 7, 2000.                                               
John D.                                                                                            
Aquilino   35   Chairman, Chief    As an officer, Mr. Aquilino has entered an                      
                  Technology       Employment Agreement for 2 years, beginning                     
                   Officer         June 1, 2000.  As a director, began service on                  
                                   June 9, 2000, and was elected to another term                   
                                   at the annual shareholder meeting held on                       
                                   November 7, 2000.                                               
Stephen                                                                                            
F. Burg    63    Director,         As a director, began service on June 9, 2000,        Xechem     
                 Corporate         and was elected to another term at the annual    Pharmaceuticals
                 Secretary         shareholder meeting held on November 7, 2000.        (ZKEM)     
                 and  Treasurer                                                        Wolfstone   
                                                                                      Corporation  
                                                                                        (WSCO)     
William H.                                                                                         
Whitmore   41    Vice President    As an officer, Mr. Whitmore has entered an                      
                                   Employment Agreement for 2 years, beginning                     
                                   January 26, 2001.                                               

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Peter H. Jacobs, age 52, is a Director and is the President and Chief Executive 
Officer of the Company. After serving in the Army during the Vietnam Era, Mr.   
Jacobs studied math and political science at the University of Oregon. Mr.      
Jacobs has over twenty (20) years of executive level telecommunications and     
technology experience, with over twelve (12) years of experience, from 1986 to  
September 1998, as the President of a nationwide public telecommunications      
company, Fone America, Inc. At Fone America he was responsible for the          
conception, development, and "roll-out" of important telecommunications         
products, including the introduction of the prepaid calling card in the United  
States, national "flat-charging" of long distance phone calls, and the          
successful "roll-out" of thousands of advanced vending machines nationwide in   
an extremely short period of time. From 1998 to February, 2000, he became the   
principle consultant to, and significant shareholder in, Sunrise                
Communications, LLC, an Oregon limited liability corporation. Mr. Jacobs has    
owned and managed several high technology firms, including StellarVision        
International, which pioneered satellite-fed, pay-per-day movies in hotels      
without the need of set-top converters. In March 2000, he joined SunnComm. He   
has owned and marketed low power television stations in San Diego, among other  
cities. Mr. Jacobs has authored and published a book on satellite television    
for non-technical readers, entitled "Everything You Wanted to Know About        
Satellite Television," and earlier in his career, was an on-air personality for 
WHBI-FM, a local New York area radio station. He helped finance his college     
education by producing live concerts in his own production company. He resides  
in Fair Oaks, California.                                                       

John D. Aquilino, age 35, is a Director, Chairman, and the Chief Technology     
Officer. He has spent ten (10) years performing in major venues throughout the  
U.S. and abroad with his musical group, ICON, and subsequently was involved in  
the business of the music industry, A&R (artist and repertoire), and            
production. Mr. Aquilino's previous experience includes artist production and   
development for Capital Records, EMI Records, Atlantic Records and Mega Force   
Records, in his capacity as President of Scorpio Entertainment, an Arizona sole 
proprietorship, from 1990 to January 2000. In addition, Mr. Aquilino has worked 
with such artists as Frank Sinatra, Gladys Knight, Stevie Wonder, Billy Squire, 
and Quiet Riot, among others. He resides in Mesa, Arizona.                      

Stephen F. Burg, age 63, is a Director and is the Secretary of the Company. He  
holds a Bachelor's degree in business from Boston University. After twenty (20) 
years of senior management within a public corporate environment (Evans         
Products Company NYSE), he formed S.B. Corporate Consulting, Inc., in 1986. Mr. 
Burg's company offers corporate growth strategies for public and private        
companies, and provides services to clients in restructuring an operating base; 
guidance in how to prepare for raising of equity financing through public       
investment; and assisting in identifying and acquiring additional assets or     
other companies or products. Among the clients SB Corporate Consulting, Inc.,   
has represented are Xechem International, Inc. (ZKEM), a development stage      
biopharmaceutical company that is traded on the OTC-BB as ZKEM, based in New    
Brunswick, NJ (Mr. Burg is an active board member for the past five (5) years). 
At Wolfstone Corporation (WSCO), Mr. Burg assisted in corporate development,    
and now serves on the board of directors. He resides in Fairfield, California.  
William H. Whitmore, age 41, is Vice President of Marketing and Communications. 
Mr. Whitmore attended Northern Arizona University where he studied business     
administration and computer science.                                            

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He previously served as Executive Vice President for Ekid Network, Inc., a      
media content company for children. While in this position, Mr. Whitmore        
managed all aspects of administration, technical development and marketing for  
the company, which produced educational animated software that enabled children 
to safely access the Internet. Concurrently, he was the representative for the  
investment group that funded the company and numerous other projects. Mr.       
Whitmore managed an extensive portfolio that included restaurants, real estate  
and one-stop Internet ventures. Prior to joining Ekid Network, Mr. Whitmore was 
the Vice President of Operations for TCGB, a manufacturer and distributor of    
unique products for the children's beverage market. In this role, he worked     
closely with the production and marketing team managing all aspects of product  
development, purchasing and procurement, shipping and receiving, logistics,     
customer service and administration.                                            

  ITEM 6: EXECUTIVE COMPENSATION

The following table sets forth certain compensation paid or accrued by the      
Company to certain employees.                                                   

  Summary Compensation Table
  --------------------------

                                    Annual            Restricted Stock
Name and Principal Position    Year   Salary ($)        Award (1)         
---------------------------    ----   ----------        ----------------  
Peter H. Jacobs, CEO         2000    125,000            $702,000      
John D. Aquilino, CTO        2000     75,000            $299,000      
Stephen  F. Burg, Sec.       2000    104,000            $234,000      
---------------------------    ----   ----------        ----------------  
(1) On May 25, 2000, a disinterested majority of the board approved a           
resolution allocating to Mr. Jacobs, Mr. Aquilino and Mr. Burg 5,400,000,       
2,300,000 and 1,800,000 shares, respectively, of the Company's common stock as  
compensation for putting together a qualified operating team for the Company.   
On that date the closing price of the Company's stock was $0.17, the value of   
which has been discounted approximately 20% to $0.13, as this stock is          
restricted.                                                                     

                                                        [Enlarge/Download Table]
                                                                                               
                        Option Grants in Last Fiscal Year                                      
                               ---------------------------------                               
                                       Individual Grants                                       

                     Number of               Percent of Total                                  
                     Securities              Options/SARs                                      
                     underlying              Granted to                                        
                     Options/ SARs           Employees to      Exercise or Base                
                     Granted                 Fiscal            Price                 Expiration
                     (1)(b)                  Year(c)           ($/.Sh)(d)              Date(c) 
-----------------------------------------------------------------------------------------------
Peter H. Jacobs    2,000,000(1)               25.81              $0.20             June 1, 2005
Peter H. Jacobs    2,000,000(2)               25.81              $0.20        November 28, 2010
John D. Aquilino   2,000,000(3)               25.81              $0.20        November 28, 2010
Stephen F. Burg    1,500,000(4)               19.35              $0.20        November 28, 2010

(1) Mr. Jacobs received these options pursuant to the terms of his Employment Agreement (see   
 Exhibit 10.09).                                                                               

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(2) Mr. Jacobs received these options pursuant to the terms of his Incentive Stock Option      
    Agreement (see Exhibit 10.10).                                                             
(3) Mr. Aquilino received these options pursuant to the terms of his Incentive Stock Option    
    Agreement (see Exhibit 10.11).                                                             
(4) Mr. Burg received these options pursuant to the terms of his Incentive Stock Option        
 Agreement (see Exhibit 10.12).                                                                


Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option

                                                        [Enlarge/Download Table]
                                                                                               
                                        Number of Unexercised      Value of Unexercised In-the 
                                        Options at                 Money Options               
            Shares         Value        Fiscal Year End            at Fiscal Quarter Ended     
            Acquired on    Realized     Exercisable/               December 31, 2000           
Name        Exercise(#)    ($)          Unexercisable                                          
-----------------------------------------------------------------------------------------------
Peter H.                                                                                       
Jacobs        n/a          n/a           4,000,000 / 0                $400,000 / 0             

John D.                                                                                        
Aquilino      n/a          n/a           2,000,000 / 0                $200,000 / 0             

Stephen F.                                                                                     
Burg          n/a          n/a           1,500,000 / 0                $150,000 / 0             

(1) The share price on December 29, 2000, was $0.30.                                           

Compensation of Directors                                                       

Each Director holds office until the next annual meeting of shareholders, or    
until their successors are elected and qualified, whichever is later. Outside   
Directors are compensated for expenses incurred in the performance of the       
Company's business at the rate of $1,000 per month.                             

Employment Agreement with Peter H. Jacobs                                       

The Company's employment agreement with Peter H. Jacobs requires him to act as  
its Chief Executive Officer and President from June 1, 2000, and continuing for 
a period of five (5) years, unless automatically renewed or earlier terminated. 
His initial annual base salary is $125,000, subject to annual upward-only       
adjustment, and includes the grant of an incentive bonus and stock options.     
Pursuant to this agreement, he has received options to acquire up to 2,000,000  
shares of the common stock of the Company at a price of $0.20 each, exercisable 
until the end of the term of the employment agreement. Other benefits include   
health, medical and life insurance, living accommodations for a period of one   
(1) year, weekly travel expenses between Sacramento and Phoenix, an automobile, 
ordinary and necessary business expenses, a retirement or pension plan, if and  
when implemented by the Company, and twelve (12) days paid vacation during the  
first year under the Company's vacation policy.1 The Company may end Mr.        
Jacobs' employment for "cause," in which case any unexercised stock options     
shall automatically expire and his salary shall terminate. The Company may also 
terminate Mr. Jacobs' employment at any time, without cause, as in the case of  
a change of control of the Company, in which case the Company shall pay a       
separation bonus payment in an amount equal to 2.99 times his annual base       

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salary at the time of termination and his salary shall continue to be due until 
the end of the term of the agreement. If, at the end of the initial term, Mr.   
Jacobs' employment is not renewed by the Company, he shall be entitled to       
receive a separation bonus in an amount equal to 2.99 times his annual base     
salary at the time of such termination. Mr. Jacobs has entered into a covenant  
not to compete with the Company, which is coterminous with the Employment       
Agreement. All of Mr. Jacobs' inventions or creations conceived while the       
Company employs Mr. Jacobs will belong to the Company. See Exhibit 10.09.       

Employment Agreement with John D. Aquilino                                      

The Company's employment agreement with John D. Aquilino requires him to act as 
its Chairman and Chief Technology Officer from June 1, 2000, and continuing for 
a period of two (2) years, unless automatically renewed or earlier terminated.  
His initial annual base salary is $75,000, subject to annual upward-only        
adjustment, complimented by an incentive bonus and stock options. Other         
benefits include health, medical and life insurance, business-related travel    
expenses, ordinary and necessary business expenses, a retirement or pension     
plan, and twelve (12) days paid vacation during the first year under the        
Company's vacation policy.2 The Company may end Mr. Aquilino's employment only  
for cause, in which case his salary shall terminate. Mr. Aquilino has entered   
into a covenant not to compete with the Company, which is coterminous with the  
Employment Agreement. All of Mr. Aquilino's inventions or creations conceived   
while the Company employs Mr. Aquilino will belong to the Company. See Exhibit  
10.13.                                                                          

Employment Agreement with William H. Whitmore                                   

The Company's employment agreement with William H. Whitmore requires him to act 
as its Vice President of Marketing and Communications from January 26, 2001,    
and continuing for a period of two (2) years, unless automatically renewed or   
earlier terminated. His initial annual base salary is $78,000, he received      
25,000 shares of common stock as a signing bonus, subject to annual upward-only 
adjustment, complimented by an incentive bonus and stock options. Other         
benefits include health, medical and life insurance, business-related travel    
expenses, ordinary and necessary business expenses, a retirement or pension     
plan, and three (3) weeks paid vacation during each of the first two (2) years  
of the Term. The Company may end Mr. Whitmore's employment only for cause, in   
which case his salary shall terminate. Mr. Whitmore has entered into a covenant 
not to compete with the Company, which is coterminous with the Employment       
Agreement. All of Mr. Whitmore's inventions or creations conceived while the    
Company employs Mr. Whitmore shall belong to the Company. See Exhibit 10.14.    

  ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Assignment and Assumption Agreement                                             

On June 14, 2000, we entered into an Assignment and Assumption Agreement with   
Desert Entertainment, Inc. an Arizona corporation ("DEI"), and Michael Paloma   
pursuant to which we transferred certain assets to DEI and DEI assumed, and     
Michael Paloma guaranteed, certain liabilities related to those assets. On June 
19, 2000, we sold all of the outstanding capital stock of DEI owned by us to    
Michael Paloma in exchange for 500,000 shares of common stock of the Company.   
Mr. Paloma is a former officer and director of the Company. The board approved  
the consideration as fair to the Company.                                       

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See Exhibit 10.15 for a copy of the Assignment and Assumption Agreement.        

Consulting Agreement                                                            

On March 17, 2000, we entered into a Consulting Agreement with S.B. Corporate   
Consulting, Inc., a Nevada corporation ("SB"), wholly owned by Stephen F. Burg, 
a director of the Company, pursuant to which SB agreed to provide corporate     
counseling services in exchange for $2,000 per week for the duration of the     
consulting relationship. Additionally, SB received a $30,000 bonus for services 
provided through June 30, 2000. A disinterested majority of the board approved  
the consideration as fair to the Company. See Exhibit 10.16 for a copy of the   
Consulting Agreement.                                                           

Management Consulting Services                                                  

During 2000, we issued 2,000,000 shares of the Company's common stock to Planet 
10 Partners, Inc., a Nevada corporation, for management consulting services     
valued at $350,000. Mr. Jacobs, Mr. Aquilino and Mr. Burg each own one-third of 
Planet 10 Partners. The board of directors believed that this transaction was   
fair to the Company in light of the services rendered, particularly as it       
involved no payment of cash.                                                    

Consulting Agreement                                                            

On August 18, 2000, we entered into a Consulting Agreement with Kenneth W.      
Fagan, whereby Mr. Fagan agreed to act as Special Advisor to the board of       
directors and a corporate consultant. The term of the agreement is one (1)      
year. We paid Mr. Fagan an initial payment of $2,500 upon the execution of the  
agreement. We also agreed to pay Mr. Fagan $2,000 per month during the term,    
along with 250,000 restricted shares of the Company's common stock upon the     
execution of the agreement. Mr. Fagan has a right to earn up to 750,000 options 
at an exercise price of .22as follows: 34% to be issued upon the signing of     
three (3) licensing agreements with major software vendors ($25,000000 + in     
revenues) delivered by Mr. Fagan, and 66% to be issued upon the signing of a    
licensing agreement with a large independent software vendor (such as Oracle,   
Microsoft, etc.) delivered by Mr. Fagan. See Exhibit 10.17 for a copy of the    
Consulting Agreement.                                                           

 ITEM 8: DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 100,000,000 common      
shares, par value $0.001, 43,235,097 of which were outstanding as of March 31,  
2001, and held of record by approximately 2000 shareholders. The following      
summary of certain provisions of the common shares does not purport to be       
complete and is subject to, and qualified in its entirety by, the provisions of 
the Company's Articles of Incorporation, as amended, and Bylaws, each of which  
is attached as Exhibit 3.01 and Exhibit 3.02, respectively, as well as by the   
provisions of applicable law.                                                   

As disclosed in Part II, Item 4, below, we issued convertible debentures to     
various investors. The debentures bear interest at five percent (5%) per annum. 
The conversion feature of the debt is automatic upon the effectiveness of any   
registration statement to be filed by the Company. See Exhibits 4.01 and 4.02   
for more information.                                                           

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In addition, some of the debenture holders received "A" and "B" warrants which  
confer upon them the right to buy a share of common stock at the opening bid    
price and $2 above the opening bid price, respectively, of our first            
underwritten public offering following the warrant issue date, and may be       
exercised at any time after the first day of the seventh month and nineteenth   
month, respectively, following the issue date. We have the right to redeem the  
warrants for $15 and $20 each, respectively, at any time. See Exhibits 4.03 and 
4.04 for more information.                                                      

Our Articles of Incorporation, as amended, authorize the issuance of up to one  
hundred million common shares. Holders of common shares are entitled to receive 
ratably such dividends, if any, as may be declared by our board of directors    
out of funds legally available therefor. Upon the liquidation, dissolution or   
winding up of the Company, after payment of all debts and other liabilities of  
the Company, the holders of common shares are thereafter entitled to receive    
ratably the remaining net assets of the Company.                                

Holders of common shares have no preemptive subscription, redemption or         
conversion rights. The common shares are, when issued, fully paid and           
non-assessable.                                                                 

The Transfer Agent for the shares is First American Stock Transfer, 1717 East   
Bell Road, Suite 2, Phoenix, Arizona 85022, 602-485-1346, facsimile             
602-788-0423.                                                                   

 PART II

  ITEM 1: MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Our common stock is currently traded on the OTC Pink Sheets(r) under the symbol 
SUNX, and, as of March 31, 2001, had approximately 2000 shareholders. The Pink  
Sheets is a centralized quotation service that collects and publishes market    
maker quotes for OTC securities in real time. The quotations listed below       
reflect inter-dealer prices without mark-up, markdown or commission and may not 
represent actual transactions. As of March 30,2001, the closing price of the    
common stock was $0.47 per share.                                               

We have not declared cash dividends on any class of common equity for the last  
two fiscal years or in any subsequent period for which financial information is 
required. Because we are developing the capacity to generate income and do not  
currently expect to generate income within the near future, there is no         
assurance that we will pay dividends in the future.                             

Due to limited trading, the following prices may not reflect actual trades      
(selling price) during the applicable periods.                                  

Quarter Ended     High     Low
-------------     ----     ---
  March 99         1.125   0.375
  June 99          0.875   0.563
Sept. 99         N/A     N/A
December 99      N/A     N/A
  March 00         1.875   0.500
  June 00          0.440   0.150
  Sept. 00         0.500   0.170

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  December 00      0.535   0.175
  March 01         0.740   0.220

  ITEM 2:  LEGAL PROCEEDINGS

We are currently a party to two lawsuits. Matthew Bardasian et al v. Desert     
Winds Entertainment et al, CV-N-00-0199-DWH (VPC), in the United States         
District Court for the District of Nevada, was filed on April 14, 2000 (the     
"Bardasian suit"). American Equities Group v. Desert Winds et al, case no.      
00-CV-952, in the United States District Court for the Eastern District of      
California, was filed on May 2, 2000 (the "AEG suit").                          

The Bardasian suit alleges that the Company has failed to repay loans in the    
aggregate amount of $1.8 million and that the previous management of the        
Company violated Federal securities laws by misrepresenting the economic status 
of the Company, use of proceeds, and by refusing to authorize the issuance of   
shares that plaintiffs claim they were owed by the Company. Plaintiffs          
requested that the Company be placed in receivership, and requested             
compensatory and punitive damages in an unknown amount. Should the Plaintiffs   
prevail, the damages a court may order us to pay could far exceed the capital   
previously raised by the Company and most likely curtail future capital raises. 
The court could place the Company into receivership. We have filed a            
counterclaim alleging that Bardasian personally, and through a corporation or   
corporations he owned and controlled, caused shares of the Company stock to be  
issued that were not authorized or approved by the Company. The Counterclaim    
seeks (i) actual, compensatory and punitive damages in an amount to be proven   
at trial (with damages trebled pursuant to the Nevada RICO statutes); (ii)      
requesting the court to order Bardasian to indemnify and hold the Company       
harmless from any claims brought by reputed shareholders of the Company to whom 
Bardasian sold unauthorized share certificates; and for (iii) attorneys' fees   
and costs. We are committed to vigorously defending the Company.                

The AEG suit alleges that the Company, as the successor of Ti-Mail, is          
responsible for Ti-Mail's alleged failure to perform under an accounts          
receivable sales agreement, requesting compensatory damages of $275,099.95. On  
October 27, 2000, Ti-Mail filed an amended counter-claim, alleging breach of    
contract and violations of the California usury laws. We believe that, in the   
event that the plaintiff is successful in making its claim, we will be able to  
collect a significant portion or all of the judgment through indemnification    
from other parties for breaches of certain representations regarding the        
subject of the suit. However, if the parties from which we would seek           
indemnification became judgment proof or the amount we must pay in damages      
prior to obtaining a successful judgment against potential third party payors   
exceeds amounts raised by the Company, then we would be forced raise additional 
funds, which may have a material adverse effect on the Company. No trial date   
has been scheduled.                                                             

Additionally, there is a pending SEC formal investigation, HO-7499, styled "In  
the Matter of Desert Winds Entertainment, Inc." [sic]. The SEC has made no      
findings nor has it established a timeline for resolving issues. We understand  
that the SEC investigation is focused on the actions of prior management in     
connection with events that occurred between January 1, 1999, and March 20,     

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2000. If it is ultimately determined that the Company violated federal          
securities laws, we may incur substantial fines or penalties or become subject  
to lawsuits by shareholders. There is no assurance that the SEC will not levy   
substantial fines against the Company and certain former officers and           
directors. There is no assurance that the investigation will be limited to      
actions taken by the Company and its prior officers and directors between       
January 1, 1999, and March 20, 2000. Should the Company incur substantial fines 
or penalties or face litigation from shareholders, then it may be forced into   
insolvency.                                                                     

In the future, we may be subject to lawsuits occurring in the regular course of 
business. Most of these lawsuits would likely involve claims for money damages. 
We carry insurance to protect ourselves against such claims, subject to any     
applicable deductibles, but the insurance may not cover any action brought by   
the SEC. We can give no assurances that future lawsuits will not have a         
material adverse effect on the Company's financial condition or results of      
operations.                                                                     

 ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

There have been no disagreements with accountants reportable hereunder.         

 ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES

For the period beginning April 1, 1998 and ending October 5, 1998, we issued    
1,771,970 shares of our common stock to four (4) persons. For the period        
beginning December 31, 1998 and ending February 7, 2000, we issued 15,085,129   
shares to sixty-seven (67) persons. Of the shares issued between December 31,   
1998 and February 7, 2000, 3,787,500 shares were issued to the then serving     
Chief Executive Officer as a bonus. Management believes that shares issued      
between April 1998 and February 2000, were either issued pursuant to Section    
4(2) of the Securities Act or Rule 504 of Regulation D.                         

From October 2000 through March 2001, we issued approximately 1,351,455 shares  
of our common stock for consulting, technology development, compensation,       
investor and public relations services for an approximate value of $650,000. In 
addition, we issued 500,000 shares of our common stock in conversion of a debt  
from discontinued operations of $112,500. Management believes these shares were 
issued pursuant to Section 4(2) of the Securities Act.                          

From March 12, 2000 through March 31, 2001, we issued approximately $1,117,492  
of convertible debentures to one hundred sixty-nine (169) investors. The        
debentures bear interest at five percent (5%) per annum. The debentures will    
automatically convert into approximately 7,844,650 shares of our common stock   
upon the effectiveness of a registration statement. The conversion feature of   
the debt is automatic upon the effectiveness of any registration statement to   
be filed by the Company. See Exhibits 4.01 and 4.02 for more information. If    
the registration statement does not become effective, the debentures will       
mature one year from the date of issuance. In addition, some of the debenture   
holders received "A" and "B" warrants which confers upon them the right to buy  
a share of common stock at the opening bid price and $2 above the opening bid   
price, respectively, of our first underwritten public offering following the    
issued date, and may be exercised at any time after the first day of the        
seventh (7th) month and nineteenth (19th) month, respectively, following the    

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issue date. We have the right to redeem the warrants for $15 and $20 each,      
respectively, at any time. See Exhibits 4.03 and 4.04 for more information. The 
debentures were issued pursuant to 4(2) of the Securities Act of 1933, as       
amended.                                                                        

From March 12, 2000 through March 31, 2001, we issued approximately 3,885,000   
shares of our common stock to four (4) investors for an approximate value of    
$331,600. Management believes these shares were issued pursuant to Section 4(2) 
of the Securities Act.                                                          

Beginning in June 2000 and ending in January 2001, we issued a total of         
9,300,000 options to officers and employees at exercise prices ranging from     
$.10 to $1.00. The options were issued pursuant to Section 4(2) or Rule 701 of  
the Securities Act.                                                             

 ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation, as amended, provide to the fullest extent        
permitted by Nevada law, a director or officer of the Company shall not be      
personally liable to the Company or its shareholders for damages for breach of  
such Director's or officer's fiduciary duty. The effect of this provision of    
our Articles of Incorporation, as amended, is to eliminate the right of the     
Company and its shareholders (through shareholders' derivative suits on behalf  
of the Company) to recover damages against a director or officer for breach of  
the fiduciary duty of care as a director or officer (including breaches         
resulting from negligent or grossly negligent behavior), except under certain   
situations defined by statute. We believe that the indemnification provisions   
in its Articles of Incorporation, as amended, are necessary to attract and      
retain qualified persons as directors and officers.                             

Insofar as indemnification for liabilities arising under the Act may be         
permitted to directors, officers and controlling persons of the Company         
pursuant to the foregoing provisions, or otherwise, we have been advised that   
in the opinion of the Securities and Exchange Commission such indemnification   
is against public policy as expressed in the Act and is, therefore,             
unenforceable. In the event that a claim for indemnification against such       
liabilities (other than the payment by the Company of expenses incurred or paid 
by a director, officer or controlling person of the Company in the successful   
defense of any action, suit or proceeding) is asserted by such director,        
officer or controlling person in connection with the securities being           
registered, the registrant will, unless in the opinion of its counsel the       
matter has been settled by controlling precedent, submit to a court of          
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.                                                     

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                                                                [Download Table]
                                                                                  
                                      PART F/S: FINANCIAL STATEMENTS              

                                       INDEX TO FINANCIAL STATEMENTS              

                                                                      Page        
                                                                      ----        

Independent Auditors' Report                                          F-2         

Financial Statements:                                                             

Balance sheets at September 30, 2000                                              
and (Unaudited) 1999 and (Unaudited) December 31, 2000                F-3         

Statements of operations for the years ended  September 30, 2000 and              
 (Unaudited) 1999, May 1, 2000 (commencement of development stage)                
 through September 30, 2000 and (Unaudited) three  months ended                   
 December 31, 2000                                                    F-4         

Statements of changes in stockholders' equity for the years ended                 
 September 30, 2000 and (Unaudited) 1999, May 1, 2000 (commencement               
 of development stage) through September 30, 2000 and (Unaudited)                 
three  months ended December 31, 2000                                 F-5         

Statements of cash flows for the years ended  September 30, 2000                  
 and (Unaudited) 1999, May 1, 2000  (commencement of development                  
 stage) through September 30, 2000, and (Unaudited) three months                  
 ended December 31, 2000                                              F-6         

     Notes to financial statements                                    F-17 to F-18
F-1                                                                               

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[CAPTION]                                                                       
  INDEPENDENT AUDITORS' REPORT

Board of Directors                                                              
SunnComm, Inc.                                                                  

We have audited the balance sheet of SunnComm, Inc. (a development stage        
company) as of September 30, 2000 and the related statements of operations,     
changes in stockholders' equity and cash flows for the year then ended, and the 
period May 1, 2000, date of commencement of development stage, through          
September 30, 2000. These financial statements are the responsibility of the    
Company's management. Our responsibility is to express an opinion on the        
financial statements based on our audit.                                        

We conducted our audit in accordance with generally accepted auditing           
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of         
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audit provides a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of SunnComm, Inc. as of September 
30, 2000, and the results of its operations and its cash flows for the year     
then ended in conformity with generally accepted accounting principles.         

The accompanying financial statements have been prepared assuming SunnComm,     
Inc. will continue as a going concern. As discussed in Note 2 to the financial  
statements, the Company has suffered recurring losses from operations and has a 
net capital deficiency. These factors raise substantial doubt about its ability 
to continue as a going concern. Management's plans in regard to these matters   
are also described in Note 2. The financial statements do not include any       
adjustments that might result from the outcome of this uncertainty.             

The fiscal year ending September 30, 1999, the three months ended December 31,  
2000 and the period May 1, 2000, date of commencement of development stage, to  
December 31, 2000 financial statements are unaudited. We did not audit or       
review those financial statements and, accordingly, expressed no opinion or     
other form of assurance on them.                                                

                                               WISS & COMPANY, LLP
/s/                                                                             
------------------------------------------                                      
Livingston, New Jersey                                                  
December 15, 2000 (except for Note 8 and 9 for                          
which the date is March 31, 2001)                                       

F-2                                                                             

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                                                        [Enlarge/Download Table]
                                                                                            
                                 SUNNCOMM, INC.                                             
                         (A DEVELOPMENT STAGE COMPANY)                                      
                                 BALANCE SHEETS                                             

                                                  December 31,  September 30,  September 30,
                                                    2000           2000            1999     
                                                  -----------   -------------  -------------
ASSETS                                                                                      
(Unaudited)                                                                                 

(Unaudited)                                                                                 
CURRENT ASSETS:                                                                             
Cash                                              $   8,502    $     37,746     $       -   
Prepaid consulting services                          76,041         135,415             -   
Deferred offering costs                              10,417          16,667             -   
Other                                                 4,714           4,714                 
Net current assets of discontinued operations             -               -        22,266   
Total Current Assets                                 99,674         194,542        22,266   
                                                  ---------         -------        ------   
EQUIPMENT, FURNITURE AND FIXTURES, LESS                                                     
ACCUMULATED DEPRECIATION                             35,744          30,115             -   
OTHER ASSETS:                                                                               
Other assets                                          4,544           4,544             -   
Net assets of discontinued operations                     -               -         33,581  
                                                   ---------         -------        ------  
                                                  $ 139,962    $    229,201     $   55,847  
LIABILITIES AND STOCKHOLDERS' EQUITY               =========        ========        ======  

CURRENT LIABILITIES:                                                                        
Debentures payable                                $ 685,642    $    395,400     $        -  
Accounts payable                                     72,164          32,892              -  
Accrued payroll and payroll taxes                    57,514          59,339              -  
Accrued interest                                     14,724           6,800              -  
Accrued expenses                                      6,658           6,657              -  
Net current liabilities of discontinued operations   84,400         196,900        215,309  
                                                  ---------         -------        -------- 
Total Current Liabilities                           921,102         697,988        215,309  
COMMITMENTS AND CONTINGENCIES                                                               

STOCKHOLDERS' EQUITY:                                                                       
Common stock $.001 par value:                                                               
Authorized 100,000,000 shares, issued 41,299,951                                            
 at December 31, 2000, 40,623,642 at                                                        
  September 30, 2000 and 13,740,775                                                         
  at September 30, 1999                              41,299          40,623         13,740  
Additional paid-in-capital                       10,116,616       9,723,806      1,854,291  
Subscription receivable                             (80,000)        (80,000)             -  
Deficit accumulated during development stage     (3,652,297)     (2,946,458)             -  
Accumulated deficit                              (7,206,758)     (7,206,758)    (2,027,493) 
                                                  ---------         -------        ------   
Total Stockholders' Equity                         (781,140)       (468,787)      (159,462) 
                                                  ---------         -------        -------  
                                               $    139,962    $    229,201     $   55,847  
                                                  =========         =======        =======  

                 See accompanying notes to financial statements.                            
F-3                                                                                         


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                                                        [Enlarge/Download Table]

                                             SUNNCOMM, INC.                                           
                                      (A DEVELOPMENT STAGE COMPANY)                                   
                                        STATEMENTS OF OPERATIONS                                      
                                                                                                      

                                                                                     May 1, 2001      
                                      Three Months                                  (Commencement of  
                                      Ended           Year End       Year End        Development Sage)
                                      December 31     September 30,  September 30,   to December 31,  
                                      2000            2000           1999            2000             
                                      ------------    -------------  -------------   ---------------- 
                                       (Unaudited)                    (Unaudited)      (Unaudited)    

NET REVENUES                                                                                          
                                       $       -       $        -     $     -          $        -     
OPERATING EXPENSES:                                                                                   
General and administrative               627,817        2,732,346           -           3,360,163     
Research and development                  70,098          127,500                         197,598     
Loss on impairment of investment               -           80,000           -              80,000     
                                      ------------    -------------  -------------   ---------------- 
LOSS FROM OPERATIONS                    (697,915)      (2,939,846)          -          (3,637,761)    
INTEREST EXPENSE                           7,924            6,612           -              14,536     
                                      ------------    -------------  -------------   ---------------- 
LOSS BEFORE DISCONTINUED OPERATIONS     (705,839)      (2,946,458)          -          (3,652,297)    
DISCONTINUED OPERATIONS:                                                                              
Loss from operations of discontinued                                                                  
 business, net                                 -       (4,536,926)   (717,991)                  -     
Gain on disposal of Ti-Mail, net               -                -     169,846                   -     
Loss on disposal of Desert Winds                                                                      
 Entertainment, net                            -         (642,339)          -                   -     
                                      ------------    -------------  -------------   ---------------- 
NET LOSS                             $  (705,839)     $(8,125,723)  $(548,145)       $ (3,652,297)    
                                      ============    ============= ==============   ================ 
WEIGHTED AVERAGE COMMON                                                                               
 SHARES OUTSTANDING                   32,530,662       26,309,307  11,038,766                         
                                      ============    ============= ==============                    

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BASIC AND DILUTED LOSS                                                                                
 PER COMMON SHARE:                                                                                    
    Loss from operations                 $  (.02)       $    (.11)   $                          -     
    Loss from discontinued operations          -             (.20)       (.05)                        
                                      ============    ============= ==============                    

BASIC AND DILUTED LOSS PER COMMON SHARE  $  (.02)       $    (.31)   $   (.05)                        
                                      ============    ============= ==============                    

                              See accompanying notes to financial statements.                         
F-4                                                                                                   


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                                                        [Enlarge/Download Table]

                                             SUNNCOMM, INC.                                            
                                      (A DEVELOPMENT STAGE COMPANY)                                    
                              STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                            

                                                                                                       

                                                                                           Deficit     
                                                                                           Accumulated 
                                                                                           through     
                                                                                           Development 
                                                                                           Stage       
                                                                                           May 1, 2000 
                                    Common Stock       Additional   Accum-    Sub-        (Commencement
                                                       Paid-in      ulated    scription    of          
                                  Shares   Par Value   Capital      Deficit   Receivable   Development 
                                  ------   ---------   ---------    -------   ----------   Stage)      
                                                                                           ------------
BALANCE, SEPTEMBER 30,                                                                                 
 1998 (UNAUDITED)                977,580   $ 48,879    $ 646,133  $(1,479,348) $     -      $          

YEAR ENDED SEPTEMBER                                                                                   
 30, 1999 (UNAUDITED):                                                                                 
Reverse merger with                                                                                    
 the Whitney Corporation       6,500,000    (41,402)      41,402            -        -                 
Issuance of common stock                                                                               
 for compensation              4,288,000      4,288      152,232            -        -              -  
Conversion of debt to equity   1,000,000      1,000      999,000            -        -              -  
Issuance of common stock                                                                               
 for services                    975,195        975       15,524            -        -              -  
Loss from discontinued operations      -          -            -     (717,991)       -              -  
Gain on disposal of Ti-Mail            -          -            -      169,846        -              -  
                                  ------   ---------   ---------    ---------  -----------  ---------  

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BALANCE, SEPTEMBER 30, 1999                                                                            
 (UNAUDITED)                  13,740,775     13,740    1,854,291   (2,027,493)       -              -  

YEAR ENDED SEPTEMBER                                                                                   
 30, 2000:                                                                                             

Issuances of common                                                                                    
stock for cash                 4,828,549      4,829    1,191,850             -       -              -  
Issuances of common                                                                                    
stock for services             4,827,000      4,827    3,202,989             -       -              -  
Issuance of common                                                                                     
stock through                                                                                          
 subscription receivable         500,000        500       79,500             - (80,000)             -  
Issuances of common                                                                                    
 stock for compensation          637,450        637      467,046             -       -              -  
Conversion of debt to equity     879,868        880      268,768             -       -              -  
Issuance of common stock                                                                               
 for investment                  160,000        160       79,840             -       -              -  
Loss from discontinued                                                                                 
 operations                           -          -            -    (4,536,926)       -              -  
Loss on disposal of Desert Winds      -          -            -      (642,339        -              -  
                                  ------   ---------   ---------    -------   -------------  --------- 
BALANCE, AT MAY 1, 2000                                                                                
 BEFORE COMMENCEMENT                                                                                   
 OF DEVELOPMENT STAGE         25,573,642     25,573    7,144,284   (7,206,758) (80,000)             -  

Issuances of common                                                                                    
 stock for services                                                                                    
 valued at $.175                                                                                       
 per share                     2,700,000      2,700      469,800             -       -              -  
Issuances of common                                                                                    
stock for services                                                                                     
 valued at $.25 per share      1,050,000      1,050      261,450             -       -              -  
Issuances of common                                                                                    
 stock for compensation                                                                                
 valued at $.17 per share      7,700,000      7,700    1,301,300             -       -              -  

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Issuances of common                                                                                    
 stock for services                                                                                    
 valued at $.17 per share      1,800,000      1,800      304,200             -       -              -  
Issuances of common stock                                                                              
 for compensation                                                                                      
 valued at $.25 per share         22,000         22        5,478             -       -              -  
Issuance of common stock                                                                               
 for services                                                                                          
 valued at $.20 per share         50,000         50        9,950             -       -              -  
Issuance of common stock                                                                               
for services                                                                                           
 valued at $.295 per share        53,000         53       15,582             -        -             -  
Issuances of common stock                                                                              
 for services                                                                                          
 valued at $.30 per share        175,000        175       52,325             -        -             -  
Issuance of common stock                                                                               
 for technology development                                                                            
 valued at historical cost     2,000,000      2,000       28,000             -        -             -  
Issuance of options to                                                                                 
 purchase common stock               -           -        60,000             -        -             -  
Issuance of options to                                                                                 
purchase common stock                                                                                  
for services                         -           -        71,437             -        -             -  
Cancellation of shares                                                                                 
of common stock in consideration                                                                       
 of the sale of Desert                                                                                 
 Entertainment, Inc.            (500,000)      (500)           -             -        -             -  
Net loss                             -           -             -             -        -    (2,946,458) 
                                  ------   ---------   ---------    -------      ----------  --------- 
BALANCE, AT                                                                                            
SEPTEMBER 30, 2000            40,623,642     40,623     9,723,806   (7,206,758) (80,000)   (2,946,458) 
THREE MONTHS ENDED                                                                                     
 DECEMBER 31, 2000                                                                                     
 (UNAUDITED):                                                                                          
Issuances of common                                                                                    
 stock for services                                                                                    
 valued at $.33 per share        15,000          15         4,935             -        -             - 

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Issuances of common                                                                                    
 stock for services                                                                                    
 valued at $.25 per share        33,333          33         8,300             -        -            -  
Issuances of common                                                                                    
 stock for services                                                                                    
 valued at $.20 per share        63,676          64        12,671             -        -            -  
Issuances of common                                                                                    
 stock for services                                                                                    
 valued at $.41 per share        55,000          55        22,495            -        -             -  
Issuances of common                                                                                    
 stock for compensation                                                                                
 valued at $.26 per share             -           -             -            -        -             -  
    Issuances of common                                                                                
 stock for compensation                                                                                
 valued at $.26 per share         9,300           9         2,409            -        -             -  
    Issuance of options to                                                                             
 purchase common stock issued                                                                          
      to employees and                                                                                 
 directors at a discounted                                                                             
 issuance price                       -           -        230,000           -        -             -  
Conversion of debt to equity    500,000         500        112,000           -        -             -  
Net loss                              -           -              -           -        -      (705,839) 
                                  ------   ---------   ---------    -------   -------------  --------- 
BALANCE, AT DECEMBER 31, 2000                                                                          
 (UNAUDITED)                  41,299,951   $ 41,299     0,116,616  (7,206,758) (80,000)  $(3,652,297)  
                             =========== ===========   =========== ============ ======== ============= 

                              See accompanying notes to financial statements.                          
F-5                                                                                                    


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                                                        [Enlarge/Download Table]

                                             SUNNCOMM, INC.                                           
                                      (A DEVELOPMENT STAGE COMPANY)                                   
                                        STATEMENTS OF CASH FLOWS                                      
                                                                                                      
                                                                                  May 1, 2000         
                                    Three Months                                  Commencement        
                                    Ended          Year Ended      Year End       of Development Stage
                                    December 31,   September 30,   September 30,  to December 31,     
                                        2000          2000            1999             2000           
                                    ------------   -------------   -------------  --------------------
                                    (Unaudited)                     (Unaudited)     (Unaudited)       

CASH FLOWS FROM                                                                                       
 OPERATING ACTIVITIES:                                                                                
Net loss                           $  (705,839)    $(8,125,723)    $ (548,145)     $  (3,652,297)     

Adjustments to reconcile                                                                              
 net loss to net cash flows                                                                           
 from operating activities:                                                                           
   Loss on discontinued operations           -       4,536,926        717,991                  -      
Loss/(Gain) on disposal of                                                                            
 discontinued operations                     -         642,339       (169,846)                 -      
Issuance of common stock for services   50,986         983,719              -          1,034,705      
Issuance of common stock for                                                                          
 compensation                                -       1,314,500              -          1,314,500      
Issuance of options for services             -          71,437              -             71,437      
Issuance of options for compensation   230,000               -              -            230,000      
Impairment loss on investment                -          80,000              -             80,000      
Issuances of common stock for                                                                         
 technology development costs                -          30,000              -             30,000      
Depreciation and amortization            7,423          10,771              -             18,194      

Changes in operating assets                                                                           
 and liabilities:                            -               -              -                  -      
Prepaid expenses and other                                                                            
 current assets                         59,374          (4,714)             -             54,660      

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Other assets                                 -           (5,044)            -            (5,044)      
Accounts payable and accrued expenses   45,372          105,688             -           151,060       
                                    ------------   -------------   -------------  --------------------
Net cash flows from continuing                                                                        
 operating activities                 (312,684)        (360,101)            -          (672,785)      
Cash flows from discontinued                                                                          
operations or prior to                                                                                
commencement of development stage            -          (22,266)       16,600                 -       
                                    ------------   -------------   -------------  --------------------
Net cash flows from operating                                                                         
activities                            (312,684)        (382,367)       16,600          (672,785)      
                                    ------------   -------------   -------------  --------------------

CASH FLOWS FROM INVESTING ACTIVITIES         -                -                                       
Purchase of equipment, furniture                                                                      
 and fixtures                           (6,802)         (32,553)            -           (39,355)      
                                    ------------   -------------   -------------  --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                 
Proceeds from issuances of options           -           60,000             -            60,000       
Proceeds from issuances of debentures  290,242          370,400             -           660,642       
                                    ------------   -------------   -------------  --------------------
Net cash flows from financing                                                                         
 activities                            290,242          430,400             -           720,642       
                                    ------------   -------------   -------------  --------------------

NET CHANGE IN CASH                     (29,244)          15,480        16,600             8,502       

CASH, BEGINNING OF PERIOD               37,746           22,266         5,666                 -       
                                    ------------   -------------   -------------  --------------------

CASH, END OF PERIOD                    $ 8,502         $ 37,746      $ 22,266           $ 8,502       
                                    ============   =============   =============  ====================

SUPPLEMENTAL CASH FLOW INFORMATION:                                                                   
Interest paid                          $     -         $      -      $      -           $     -       
                                    ============   =============   =============  ====================

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Income taxes paid                      $     -         $      -      $      -           $     -       
                                    ============   =============   =============  ====================
Businesses and technology acquired                                                                    
 Fair value of assets acquired                                                                        
 through issuances of stock            $     -           30,000      $      -           $ 30,000      
                                    ============   =============   =============  ====================

NONCASH FINANCING ACTIVITIES:                                                                         
Issuance of common stock for                                                                          
 prepaid consulting services           $     -         $135,415      $      -                         
   Issuance costs on debentures              -           25,000                                       
Cancellation of common shares                -              500             -                         
Conversion of debt from discontinued                                                                  
 operations to equity                  112,500                -             -                         
                                    ============   =============   =============  ====================
                                      $112,500         $160,915     $       -                         
                                    ============   =============   =============  ====================

                              See accompanying notes to financial statements.                         


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F-6                                                                             

NOTE 1  - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING          
POLICIES:                                                                       

    Nature of the Business - SunnComm, Inc. ("the Company"), is in the process
of developing a digital content cloaking technology that will protect digital   
content publishers' and authors' intellectual property from unauthorized        
duplication of digital content delivered on physical media.  The Company        
intends to distribute the software to digital entertainment content producers   
and manufacturers worldwide.                                                    

 The Company was originally incorporated in August 1993 and was formerly
named Compliance Signage, Inc.  In April 1996, Compliance Signage changed its   
name to Ti-Mail, Inc.  In November 1998, Desert Winds Entertainment             
Corporation, a Nevada Corporation was formed in Nevada and subsequently merged  
with Ti-Mail in December 1998.  In December 1998, the Company entered into a    
"Plan and Agreement of Reorganization" with the Whitney Corporation whereby all 
6,500,000 issued and outstanding shares of Whitney common stock were acquired   
by the Company in exchange for an equal number of shares of its common stock,   
making Whitney a wholly-owned subsidiary of the Company.  From December 1998 to 
April 1999, the mailing and shipping product of the business and the            
entertainment production business of Whitney each continued to be operated      
independently.  In April 1999, the Company discontinued its mailing and         
shipping segment.  From April 1999 to May 2000, the Company operated solely as  
an entertainment business before disposing of that business segment in June     
2000.                                                                           

   The Company commenced the development stage in May 2000, and subsequently
changed its name to SunnComm, Inc. in June 2000.  The operations have consisted 
primarily of financial planning, raising capital and researching and developing 
digital content cloaking technology.  The Company has not produced revenues and 
has accumulated a deficit since commencement of the development stage.  The     
Company has financed the development of its digital content cloaking technology 
principally through the issuances of convertible debentures and issuances of    
shares of restricted common stock under Section 4(2) of the Securities Exchange 
Act.                                                                            

  Estimates and Uncertainties - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to 
make estimates and assumptions that affect the reported amounts of assets and   
liabilities and disclosure of contingent assets and liabilities at the date of  
the financial statements and the reported amounts of revenues and expenses      
during the reporting period.  Actual results, as determined at a later date,    
could differ from those estimates.                                              

   Financial Instruments - Financial instruments include cash, other assets,
debentures payable, notes and accounts payable and accrued expenses.  The       
amounts reported for financial instruments are considered to be reasonable      
approximations of their fair values based on market information available to    
management.  The use of different market assumptions and/or estimation          
methodologies could have a material effect on the estimated fair value amounts. 

Income Taxes - Deferred income taxes arise from temporary differences 
between financial and tax reporting, principally from net operating loss        
carryforwards.                                                                  

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Deferred tax assets are measured using enacted tax rates in effect for the      
years in which those temporary differences are expected to be recovered or      
settled.                                                                        

   Equipment, Furniture and Fixtures - Equipment, furniture and fixtures are
recorded at cost and are depreciated primarily using the straight-line method   
over their estimated useful lives of 3 to 7 years.                              

 Earnings Per Share - Statement of Financial Accounting Standards (SFAS)
No. 128 "Earnings Per Share" requires the disclosure of both diluted and basic  
earnings per share.  Basic earnings per share is based upon the weighted        
average of all common shares outstanding.  The computation of diluted earnings  
per share does not assume the conversion, exercise or contingent issuance of    
securities that would have an antidilutive effect on earnings per share.        

   Concentration of Credit Risk - The Company maintains its cash balances in
financial institutions that are insured by the Federal Deposit Insurance        
Corporation up to $100,000 each.                                                

Stock Options - The Company accounts for stock option grants using the
intrinsic value based method prescribed by APB Opinion No. 25.  Since the       
exercise price equaled or exceeded the estimated fair value of the underlying   
shares at the date of grant, no compensation was recognized in 2000 and 1999.   

   Had compensation cost been based upon the fair value of the option on the
date of grant, as prescribed by SFAS No. 123, the pro forma amounts of the      
Company's net loss and net loss per share for the three months ended December   
31, 2000 and for the years ended September 30, 2000 and 1999 would have been as 
follows:                                                                        

   Three months ended   Year Ended            Year Ended
           December 31, 2000    September 30, 2000    September 30, 1999
           ------------------   ------------------    ------------------
Net Loss                                                                        
- as reported   $   (705,839)       $  (8,125,723)        $   (548,145)       
Net Loss                                                                        
- pro forma       (2,085,771)          (8,454,209)            (548,145)       

Basic and diluted                                                               
loss per share -                                                              
as reported           $  .02)       $        (.31)              $ (.05)       
Basic and diluted                                                               
loss per share -                                                              
as reported             (.06)                (.32)                (.05)       

 The fair value of options granted in 2000 were estimated at the date of
grant using a Black-Scholes option pricing model with the following             
weighted-average assumptions, respectively: risk-free interest rates of 6.0%,   
dividend yield of 0.0%, volatility factors of the expected market price of the  
Company's common stock of 252.0% and a weighted-average expected life of the    
options of 3 years.                                                             

The Black-Scholes option valuation model was developed for use in     
estimating the fair value of traded options which have no vesting restrictions  
and are fully transferable.                                                     

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In addition, option valuation models require the input of highly subjective     
assumptions including the expected stock price volatility.  Because the         
Company's employee stock options have characteristics significantly different   
from those of normal publicly traded options, and because changes in the        
subjective input assumptions can materially affect the fair value estimate, in  
management's opinion, the existing models do not necessarily provide a reliable 
single measure of the fair value of its employee stock options.                 

  Recent Pronouncements - In June 2000 and June 1998, the FASB issued SFAS
No. 138 and No. 133, "Accounting for Derivative Instruments and Hedging         
Activities."  This statement establishes accounting and reporting standards for 
derivative instruments, including certain derivative instruments embedded in    
other contracts, and for hedging activities. The adoption of these statements   
is not expected to have a material effect on the Company's financial            
statements.                                                                     

NOTE 2  -      BASIS OF PRESENTATION AND MANAGEMENT'S ACTIONS TO OVERCOME       
OPERATING AND LIQUIDITY PROBLEMS:                             

The accompanying financial statements have been prepared on a going   
concern basis, which contemplates the realization of assets and the             
satisfaction of liabilities in the normal course of business.  The Company has  
reported substantial losses since inception.  The Company's viability as a      
going concern is dependent upon its ability to achieve profitable operations    
through increased sales, obtaining additional financing or receiving additional 
capital.                                                                        

 As discussed in Note 1, the Company is in the development stage and has
not realized revenues since commencement of the development stage.  The         
Company's development of the digital content cloaking technology is at an early 
stage and the time and money required to develop the commercial value and       
marketability of the Company's proposed products cannot be estimated.  The      
Company expects research and development activities to continue and require     
significant cash expenditures for an indefinite period in the future.  All of   
these factors raise substantial doubt about the ability of the Company to       
continue as a going concern.                                                    

Management believes that actions it has undertaken to develop the     
technology will eventually provide it with the opportunity to generate the      
additional revenues needed to realize profitable operations and/or obtain the   
necessary financing to meet operational obligations.                            

NOTE 3  - EQUIPMENT, FURNITURE AND FIXTURES:                                    

Equipment, furniture and fixtures are summarized as follows:          

             December 31,        September 30,
          2000                2000
             ------------        -------------
Machinery and equipment        $  39,955           $  27,938                    
Furniture and fixtures             4,615               4,615                    
             ------------        -------------
              44,570              32,553

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Less:  Accumulated                                                              
depreciation                     8,826                2,438                   
          $  35,744            $  30,115
             ============        =============

NOTE 4  - DEBENTURES:                                                           

During the fiscal year ending September 30, 2000, the Company issued  
convertible debentures totaling $479,800, of which $454,800 was received in     
cash and $25,000 represented issuance costs.  Approximately $85,000 of the      
proceeds from debentures was received and utilized before commencement of the   
development stage company.  The debentures bear interest at 5% per annum.  The  
debentures will automatically convert into 4,672,869 shares of SunnComm, Inc.   
common stock upon the effectiveness of a Registration Statement (Form SB-2).    
If the registration statement does not become effective, the debentures will    
mature one year from the date of issuance.                                      

Certain debentures were issued with detachable "A" warrants totaling  
1,665,000 and "B" warrants totaling 1,665,000.  Each "A" warrant provide the    
debenture holder the right to buy a share of common stock at the opening bid    
price and each "B" warrant at $2 above the opening bid price of the Company's   
first underwritten public offering following the issued date.  The "A" warrants 
may be exercised at any time after the first day of the seventh month following 
the issue date and before the last day of the eighteenth month.  The "B"        
warrants may be exercised at any time after the first day of the nineteenth     
month following the issue date and before the last day of the thirtieth month   
following the issue date.  The Company has the right to redeem any of the "A"   
and "B" warrants at $15 and $20, respectively, per share of common stock.  The  
warrants are valued at nil based on the exercise of warrants are contingent     
upon the Company achieving an uncertain event.                                  

At September 30, 2000, 1,665,000 of "A" and "B" warrants, respectively, were    
outstanding.                                                                    

NOTE 5  - INCOME TAXES:                                                         

The Company has a net operating loss carryforward of approximately    
$2,947,000 which can be used to offset future taxable income through September  
2020.  Deferred tax assets of approximately $1,200,000 at September 30, 2000,   
representing the tax benefit of the loss carryforwards have been offset by 100% 
valuation allowances.  A valuation allowance is provided when it is more likely 
than not that some portion of the deferred tax asset will not be realized.  The 
Company has determined, based on the Company's most recent loss, that a full    
valuation allowance is needed at September 30, 2000.                            

 The Company's previous net operating losses that were incurred from its
inception through April 30, 2000 (the pre-development stage) are not deductible 
for income tax purposes.  The Company did not meet the continuity of business   
requirements of Section 382 (c) of the Internal Revenue Code.                   

NOTE 6  - DISCONTINUED OPERATIONS:                                              

In May 2000, the Company decided to exit the entertainment business.  

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In June 2000, the assets of the discontinued entertainment operation were sold  
to a former officer for consideration of the assignment of outstanding and      
contingent liabilities. In connection with the discontinuance of the            
entertainment business, the Company incurred a one-time charge of $642,339 net  
of income tax benefits, related to the disposition. In addition, in April 1999, 
the Company exited the packaging business and sold all of the corresponding     
assets to certain former employees in exchange for the assumption of            
outstanding and contingent liabilities. In connection with the disposition of   
the packaging business, the Company incurred a one-time gain of $169,846, net   
of tax benefits, related to the disposition. The disposition of the             
entertainment business in the fiscal year ending September 30, 2000 and the     
disposition of the packaging business in the fiscal year ending September 30,   
1999 represent the disposal of a business segment under Accounting Principles   
Board ("APB") Opinion No. 30. Accordingly, results of these operations have     
been classified as discontinued, and the prior period has been restated.        

Loss from discontinued operations are as follows:                               

                              Fiscal Year Ending
                         September 30,
                              ------------------
                            2000            1999
                            ----            ----
                                           (Unaudited)
Pretax (loss) from                                                              
discontinued operations               $(4,536,926)     $  (717,991)           
Pretax (loss) on disposal of                                                    
entertainment business segment           (642,339)               -            
Pretax gain on disposal of                                                      
packaging business segment                      -          169,846            
Income taxes                                     -                -             
Net loss from discontinued                                                      
operations                            $(5,179,265)     $  (548,145)           
                           ============     ============

Assets and liabilities of the discontinued operations were as follows:          

                           September 30,
                           -------------
                           2000           1999
                           ----           ----
                                           (Unaudited)

Current assets                             $   -       $   22,266               
Equipment, furniture and fixtures, net         -           33,581               
Current liabilities                     (196,900)        (215,309)              
Net (liabilities) discontinued                                                  
operations                          $  (196,900)      $ (159,462)             
                           ============     ============
NOTE 7  - STOCK OPTION PLAN:                                                    

    The Company has a stock option plan whereby the Company will reserve up to
15,000,000 shares of its common stock for the purpose of granting options to    
purchase such shares (the "Options") pursuant to the Plan.  Options granted     
under the plan may be either non-statutory stock options ("NSO") or incentive   

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stock options ("ISO") pursuant to section 422 of the Internal Revenue Code.     
Options may be granted to either employees, directors or consultants, as        
determined by the Board of Directors or by a committee appointed by them.       
Options shall be deemed to be NSO Options unless the applicable option          
agreement provides that the Options evidenced by such agreement are ISO         
Options.  The Board shall determine the exercise price, vesting requirements,   
exercise period, conditions of exercise and all other terms of Options granted  
under this Plan.                                                                

No Option, or any right or interest in any Option, may be transferred,
whether voluntarily or involuntarily, other than by death of an Option holder,  
unless such transfer is approved by the Board.                                  

 Except as may otherwise be provided in an Option Agreement or expressly
authorized by the Board in writing, in the event that the Employee, Director or 
Consultant relationship between the Option Holder and the Company without cause 
while the terminated Option Holder holds any unexercised Options, all such      
Options that were not exercisable at the time of termination shall be deemed to 
have expired on the date of termination and all such Options that were          
exercisable at the time of termination may be exercised by the Option Holder    
for a period of thirty (30) days from the date of termination provided that the 
exercisable options would not have expired earlier.  Except as may be provided  
for, in the event that the Employee, Director or Consultant relationship        
between the Option Holder and the Company is terminated with cause, all such    
Options held by the Option Holder, whether exercisable or not, shall be deemed  
to have expired on the date of termination.                                     

Outstanding Options are as follows:                                   

       Shares      Exercise Price     Expiration
Exercise Date        Issuable    Per Share          Date                    
-------------        --------    --------------     -----------             

June 2000         2,000,000       $  .20           June 2005            
September 2000      250,000       $ 1.00           September 2003       
September 2000      600,000       $  .10           May 2001             
November 2000     5,750,000       $  .24           November 2010        
Total Options                                                           
Outstanding at                                                        
December 31, 2000  8,600,000       $  .10-1.00                            
=========                           

Options under the Stock Option Plan are summarized as follows:        

                                        Weighted
                           Shares      Average
                               Under Option   Exercise Price
                               ------------   --------------

Options outstanding at October 1, 1999           -         $    -               
Options granted                          2,850,000              .25             
Options expired/withdrawn                        -              -               
Options exercised                                -              -               

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Options outstanding at                                                          
September 30, 2000                      2,850,000              .25            
Options granted                          5,750,000              .20             
Options expired/withdrawn                        -                -             
Options exercised                                -                -             
Options outstanding at                                                          
December 31, 2000                       8,600,000              .22            
Option price per share                 $.10 - 1.00               -              
Options exercisable-                                                            
Number of shares                    2,850,000         $    .25        

The following table summarizes option data as of December 31, 2000:   

                                                        [Enlarge/Download Table]
                                                                                      

                                   Weighted-                                          
                                   Average        Weighted-                  Weighted-
                                   Remaining      Average                    Average  
Range of              Number       Contractual    Exercise    Number         Exercise 
   Exercise Prices    Outstanding     Life        Price     Exercisable      Price    
------------------    -----------  -----------    ---------   -----------    ---------

$ .10 to .20        8,350,000      7.94         $  .19     2,600,000       $  .18     
$ 1.00                 250,000      2.75         $ 1.00       250,000       $ 1.00    
                       ---------                              ---------               
                       8,600,000                           2,850,000                  


NOTE 8  - COMMITMENTS AND CONTINGENCIES:                                        

SEC Investigation of discontinued operations:                         

In February 2000, the SEC initiated a formal investigation, HO 7499 "In the     
Matter of Desert Winds Entertainment Corporation (#6)" to determine whether     
there had been violations of the securities laws with respect to the offer,     
sale, and/or issuance of Desert Winds Entertainment stock during the period     
from January 1999 to March 2000. The specific nature and status of the          
investigation are unknown as SEC policy prohibits disclosure of such            
information during the course of an inquiry. If it is ultimately determined     
that the Company violated federal securities laws, the Company may incur        
substantial fines or penalties or become subject to lawsuits by shareholders.   
There is no assurance that the investigation will be limited to actions taken   
by the Company and certain former officers and directors.  Also, there is no    
assurance that the investigation will be limited to such actions taken by the   
Company and its officers and directors between January 1999 and March 2000.     
Should the Company incur substantial fines or penalties or face litigation from 
shareholders, it may be forced into insolvency.                                 

Litigation from discontinued operations:                              

 In May 2000, an action was filed against the Desert Winds Entertainment
Corporation in the United States District Court for the Eastern District of     
California.  The plaintiff seeks recovery of $275,000 loaned to Ti-Mail in or   
before April 1998, plus interest to the date of recovery.                       

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Desert Winds Entertainment is named as a defendant because of its merger with   
Ti-Mail in December 1998.  The action is currently in the discovery phase and   
no outcome on the resolution can yet be determined.  Management believes that   
the Company has strong equitable and legal defenses against liability and       
intends to assert them.  However, an unfavorable resolution in this matter      
could materially affect the Company's future operations or cash flows and may   
force the Company to raise additional funds.                                    

   In April 2000, an action was filed against the Desert Winds Entertainment
Corporation in the United States District Court for the District of Nevada.     
The plaintiff alleges that Desert Winds Entertainment failed to repay various   
loans made by him to the Company in amounts exceeding $1,800,000 and that the   
previous management of the Company violated Federal securities laws by          
misrepresenting the economic status of the Company, use of proceeds, and by     
refusing to authorize the transfer of shares that the plaintiff claims were     
issued by the Company. Plaintiffs requested that the Company be placed in       
receivership, and requested compensatory and punitive damages in an unknown     
amount.  Should the plaintiff prevail, the damages a court may order the        
Company to pay could far exceed the capital previously raised by the Company    
and most likely curtail future capital raises. The Court could place the        
Company into receivership. The Company has filed a counterclaim alleging that   
the plaintiff personally, and through a corporation he owned and controlled,    
caused shares of Company stock to be issued that were not authorized or         
approved by the Company. The Counterclaim seeks actual, compensatory and        
punitive damages in an amount to be proven at trial. The Company also requests  
that the Court to order the plaintiff to indemnify and hold the Company         
harmless from any claims brought by reputed shareholders of the Company and to  
whom the plaintiff sold unauthorized share certificates. Furthermore, the       
Company seeks reimbursement for attorney fees and costs. Management is          
committed to vigorously defending the Company.  No outcome of resolution can    
yet be determined.  However, an unfavorable resolution of this matter could     
materially affect the Company's future operations or cash flows.                

Liabilities from Discontinued Operations:                             

    Liabilities, either real or contingent, that were assumed by other parties
in connection with the disposition of former businesses can become the          
responsibility of the Company for repayment.  The Company's cash flows and      
results of operations in particular quarterly or annual periods could be        
adversely affected if any such actions occur.                                   

Leases - In October 2000, the Company entered into a new lease agreement that   
commences in March 2001 and expires in March 2005.  The following is a schedule 
of future minimum rental payments required for all non-cancellable operating    
leases:                                                                         
 Year Ending September 30,
 -------------------------

2001    $136,147      $134,450    $    1,697            
2002     187,548       185,724         1,824            
2003     197,709       194,733         2,976            
2004     209,286       209,286             -            
2005      83,160        83,160             -            
-------       -------         -----   
$813,850      $807,353    $    6,497    

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Rent expense for operating leases for the year ended September 30, 2000 was     
$18,712.                                                                        

Employment Agreements - Two of the Company's officers have employment 
agreements. One of the officers' agreements has a five year term effective June 
1, 2000 and stipulates that a minimum annual base salary of $125,000 will be    
payable over the term. This agreement shall automatically renew for an          
additional three-year period unless either party gives written notice of        
non-renewal at least 30 days prior to the expiration date. If at the end of the 
initial term, the employment contract is not renewed by the Company, the        
officer is entitled to 2.99 times his annual salary at the time of termination. 
The other officer's agreement has a two-year term effective June 1, 2000 with a 
minimum annual base salary of $75,000. This agreement shall automatically renew 
for an additional two-year period unless either party gives written notice of   
non-renewal at least 30 days prior to the expiration date. Officers' salaries   
totaled approximately $65,000 for the fiscal year ending September 30, 2000.    

Consulting Agreements - In August 2000, the Company entered into an   
agreement with a management consultant that expires in August 2001. The         
consultant will provide direct assistance in strategy development and partner   
negotiations to help bring SunnComm's products to market in the audio, video,   
publishing and software industries and help sign on at least three major        
software vendors to licensing deals. The consultant will also advise management 
on product development strategies, business relationships and hiring practices. 
In consideration for the services provided, the Company agreed to pay the       
consultant $2,500 upon execution of the agreement and $2,000 per month          
beginning September 1, 2000 during the term of this agreement. In addition, the 
Company issued 250,000 shares of common stock to the consultant as a signing    
bonus upon the execution of the agreement. The Company recorded a prepaid       
expense of $62,500 upon issuance. At September 30, 2000, the Company had a      
remaining prepaid balance of $52,082. The Company also agreed to issue 750,000  
stock options at an exercise price of $.22. The Company will issue 495,000 of   
these stock options upon the consultant's signing of the Company's first major  
licensing agreement with a large Independent Software Vendor (a company having  
revenues in excess of $25,000,000 per year). The Company will issue the         
remaining 255,000 stock options upon the signing of the third such licensing    
agreement. At September 30, 2000, the Company had not issued any stock options  
to the consultant.                                                              

  In June 2000, the Company entered into an agreement that expires in June
2001 with a public relations and communications services firm. The Company      
issued 500,000 shares in exchange for the use of their services over the life   
of the agreement. The Company recorded a prepaid expense of $87,500 at the      
commencement date. At September 30, 2000, the Company had a remaining prepaid   
balance of $58,333.                                                             

In May 2000, the Company entered into an agreement that expires in    
November 2000 with a firm that provides private placement and broker/investor   
relations. The Company issued 300,000 shares in exchange for the use of their   
services over the life of the agreement. The Company recorded a prepaid expense 
of $75,000 at the commencement date. At September 30, 2000, the Company had a   
remaining prepaid balance of $25,000. In addition, the agreement states that    
for every $50,000 raised by the firm, the Company will pay a flat rate of       
$10,000. At September 30, 2000, there have been no funds raised by this firm.   

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NOTE 8 -  RELATED PARTY TRANSACTIONS:                                           

  Technology Development Agreement - During 2000, the Company entered into
an assignment agreement whereby the Company was granted 100% of the rights,     
title and interest to a proprietary Internet digital rights management system.  
Upon execution of this agreement, the Company issued 2,000,000 shares of its    
common stock to two parties. One of the parties is an Officer and Director of   
the Company who controlled the joint interest in the acquired technology. The   
other party is a company named Designer Products Corporation. The transaction   
was recorded at the historical cost basis of $30,000 for the development costs  
of the technology incurred. The technology costs were development costs as the  
technology had still not reached technological feasibility and were recorded as 
purchased research and development and expensed in the period incurred.         

 The Company also agreed to deliver 4,000,000 shares of its common stock
into escrow. Upon delivery of the Prototype and assignment from the developer   
of all right, title and interest of the technology, the Company will release    
2,000,000 shares from escrow and issue the shares equally to both parties noted 
above. In addition, upon the development or delivery to market any product      
based upon prototype, provisional patent or any subsequent utility patent, the  
Company will release the remaining 2,000,000 shares equally to both parties. At 
September 30, 2000, the Company had not issued any of the 4,000,000 shares held 
in escrow.                                                                      

According to the terms of the agreement, the Company shall pay fifty  
percent (50%) to both parties, who will share equally, of any and all royalty   
revenue generated from the licensing or other commercial exploitation of any    
such products. Moreover, the Company agrees not to assign the technology to any 
third party for five years unless written authorization to initiate such an     
assignment is given. In addition, the Company agrees that should the Company    
become insolvent through bankruptcy or cease to function as a corporate entity, 
then the Company agrees that the technology shall automatically revert to the   
former owners and that the Company shall execute any and all documents,         
instruments and assignment necessary to perfect the reversion.                  

In March 2001, an Officer and Director of the Company assigned his  
rights, title and interest to receive 2,000,000 shares of common stock that was 
held in escrow and twenty-five (25%) of royalties derived from future revenues  
earned from the licensing of the Internet digital rights management system to   
the Company.                                                                    

 Formation and Sale of Desert Entertainment, Inc. - In 2000, the Company
along with a previous officer formed Desert Entertainment, Inc. and held a 49%  
interest in this entity. In June 2000, the Company sold their 49% interest to   
the previous officer for the consideration of the cancellation of 500,000       
shares of the former officer's common stock holdings.                           

   Consulting Fees - During 2000, the Company issued 2,000,000 shares of its
common stock to Planet 10 Partners for management consulting services valued at 
$350,000. The officers of the Company are also shareholders of Planet 10        
Partners.                                                                       

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  During 2000, the Company paid $52,000 for management consulting services
to S.B. Corporate Consulting. An officer of the Company is also a shareholder   
of S.B. Corporate Consulting.                                                   

NOTE 9 -  SUBSEQUENT EVENTS:                                                    

Issuances of common stock:                                            

From October 2000 through March 2001, the Company issued approximately
1,351,455 shares of its Common Stock for consulting, technology development,    
compensation, investor and public relations services for an approximate value   
of $650,000. In addition, the Company issued 500,000 shares of its common stock 
in conversion of a debt from discontinued operations of $112,500. Furthermore,  
the Company issued 760,000 shares of its common stock for cash totaling         
approximately $164,000.                                                         

Issuances of options:                                                 

 In November 2000, the Company issued 5,750,000 options to employees and
directors to purchase 5,750,000 shares of its Common Stock. The options are     
exercisable starting January 1, 2001 at $.20 per share and expire in November   
2010. The fair market value of the Company's stock at the grant date was $.24   
per share. An expense of $230,000 was recorded on the Company's books to        
recognize the difference between the exercise price per share and the fair      
market value per share at the date of grant.                                    

Issuances of convertible debentures:                                  

From October 2000 through March 2001, the Company issued approximately
$719,000 of convertible debentures. The debentures bear interest at 5% per      
annum. The debentures will automatically convert into 3,171,781 shares of       
SunnComm, Inc. Common Stock upon the effectiveness of the Registration          
Statement (Form 10-SB). If the registration statement does not become           
effective, the debentures will mature one year from the date of issuance.       
Certain debentures were issued with detachable warrants totaling 125,000. Each  
warrant provides the debenture holder the right to buy a share of common stock  
at $2 and may be exercised at any time after the first day of the sixth month   
following the registration date and before the last day of the thirty-sixth     
month following the registration date.                                          

Employment agreement:                                                 

   In January 2001, the Company entered into a two-year employment agreement
with its Vice-President of Marketing and Communications. The agreement          
stipulates that the employee shall be paid no less than $78,000 per annum and   
receive 25,000 shares of the Company's common stock on or before March 31,      
2001. The employment agreement automatically renews for an additional two-year  
period unless either party gives the other written notice of non-renewal at     
least 30 days prior to the expiration of the Term or Renewal Term.              

In addition the Company issued 700,000 options to this employee. The  
options are exercisable beginning April 1, 2001 at the rate of one-eighth (1/8) 
of the 700,000 shares each 90 days thereafter. The options are exercisable at   
$.20 per share and expire in April 2010.                                        

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Technology Development Agreement:                                     

  In March 2001, the Company entered into an agreement for the development
of their digital cloaking technology. The agreement stipulates that the Company 
shall pay the developer $869,000 and issue 1,175,000 shares of its restricted   
common stock upon achievement of certain milestones. Additionally, the Company  
agrees to pay the developer one percent of the net factory sales price on all   
sales of products incorporating the digital content cloaking technology. As of  
March 15, 2001, the Company has paid $237,500 of the purchase price and issued  
a note totaling $147,500 that bears interest at 8% per annum and is due May 30, 
2001. The remaining payments are due, without interest, as follows:             

Year ending September 30,                               
-------------------------                               
2001           $150,000                                 
2002            334,000                                 
--------                  
$484,000                  
========                  

SUNNCOMM, INC.
(A Development Stage Company) 

FINANCIAL REPORT
SEPTEMBER 30, 2000

 PART III: INDEX TO EXHIBITS
 ---------------------------
Exhibit No.                     Description                                     
-----------                     -----------                                     
3.01           Articles of Incorporation of the Company, as amended             

3.02           Current Bylaws of the Company                                    

4.01           Form of Convertible Debentures issued through June 27, 2000      

4.02           Form of Convertible Debentures issued after June 27, 2000        

4.03           Form of "A" Warrant                                              

4.04           Form of "B" Warrant                                              

10.01          Provisional Patent Assignment                                    

10.02          DP Assignment Agreement                                          

10.03          Aquilino Royalty Assignment                                      

10.04          BTEK Master Development Agreement                                

10.05          MS License agreement                                             

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10.06          Fahrenheit License agreement                                     

10.07          Will-Shown License agreement                                     

10.08          Commercial Lease, as amended                                     

10.09          Jacobs Employment Agreement                                      

10.10          Jacobs Incentive Stock Option Agreement                          

10.11          Aquilino Incentive Stock Option Agreement                        

10.12          Burg Incentive Stock Option Agreement                            

10.13          Aquilino Employment Agreement                                    

10.14          Whitmore Employment Agreement                                    

10.15          DEI Assignment and Assumption Agreement                          

10.16          Consulting Agreement                                             

10.17          Fagan Consulting Agreement                                       

 SIGNATURE
 ---------
In accordance with Section 12 of the Securities Exchange Act of 1934, the       
registrant caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized.                                         

Dated this __ day of April, 2001.                                               

SUNNCOMM, INC., a Nevada corporation                                  

By:  /s/ Peter H. Jacobs                                              
------------------------------------------                  
Peter H. Jacobs, CEO, President & Director                  

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[CAPTION]                                                                       
EXHIBIT 3.01                                                                    

  Articles of Incorporation of the Company, as amended
FILED                                                                           
Articles of Incorporation Filing fees:                                          
In The Office Of The                                                            
(PURSUANT TO NRS 78)   Receipt #:                                               
Secretary Of State Of The                                                       
STATE OF NEVADA                                                                 
STATE OF NEVADA                                                                 
Secretary of State                                                              
November 12, 1998                                                               
No C26466-98                                                                    
DEAN HELLER, SECRETARY OF STATE                                                 

(For filing office use)                                                         
(For filing office use)                                                         

IMPORTANT: Read instructions on reverse side before completing this form.       
TYPE OR PRINT (BLACK INK ONLY)                                                  

1.   NAME OF CORPORATION: DESERT WINDS ENTERTAINMENT CORPORATION                

2.   RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in       
Nevada where process may be served)                                             

Name of Resident Agent: George Ritter                                           

Street Address: 316 California Ave #1109 Reno NV 89509                          

Street No Street Name City State Zip                                            

3.   SHARES: (number of shares the corporation is authorized to issue) Numberof 
shares with par value 50,000,000 Par Value .001 Number of shares without par    
value 0                                                                         

4.   GOVERNING BOARD: shall be styled as (check one): X Directors Trustees The  
FIRST BOARD OF DIRECTORS shall consist of 2 members and the names and addresses 
are as follows (attach additional pages if necessary):                          

CINDY D. CLIFF      1234 MEADOWLARK DR.                                         
VACAVILLE, CA 95687                     

WILLIAM S. CLIFF    1234 MEADOWLARK DR.                                         
VACAVILLE, CA 95687                     

5.   PURPOSE (optional-see reverse side): The purpose of the corporation shall  
be:                                                                             

6.   OTHER MATTERS: This form includes the minimal statutory requirements to    
Incorporate under NRS 78. You may attach additional information in pursuant to  
RS 78.037 or any other information you deem appropriate.                        

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If any of the additional information is contradictory to this form it cannot be 
filed and will be returned to you for correction. Number of pages attached.     

7.   SIGNATURES OF INCORPORATORS: The names and addresses of each of the        
Incorporators signing the articles: (Signatures may be ) (Attach additional     
pages if there are more than two for corporation)                               

CINDY D. CLIFF                                                                  
Name (print)                                                                    

1234 MEADOWLARK DR, VACAVILLE, CA 95687                                         
Address                                                                         

S/S Cindy D. Cliff                                                              
Signature                                                                       

State of California                                                             
County of Salano                                                                

This instrument was acknowledged before me on November 11, 1998, Cindy D. Cliff 
Name of Person as incorporator as incorporator                                  

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47 of DESERT WINDS
ENTERTAINMENT CORP of (name of party on behalf of whom instrument was executed) 

S/S Judith M. Rex                                                               
Notary Public Signature                                                         
(affix notary stamp or seal) (affix notary stamp or seal)                       

8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF                                

1.   GEORGE RITTER hereby accept appointment as Resident Agent for the above    
named corporation.                                                              

S/S George Ritter                                                               
Signature of Resident Agent                                                     
11-12-98                                                                        
Date                                                                            

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT                                           

State of California                                                             
ss.                                                                             
County of Salano                                                                

On 11-9-98 , before me, S/S Judith M. Rex Date Name and title of                
officerpersonally appeared S/S Cindy Cliff Name(s) of Signer(s)                 

SEAL                      X  personally known to me                             
                      proved to me on the basis of satisfactory evidence
JUDITH REX                                                                      
Commission #1180396          to be the person(s)whose name(s) is                
Notary Public-California     subscribed to the within instrument and            
Salano County                acknowledged to me that she executed               
My Comm. Expires May 4, 2002 the same in her authorized capacity(ies),          
             and that by her signature(s) on the

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                                         instrument the person(s) acted,
executed                                         the Instrument.                
                                              WITNESS my hand and official
seal.                                                                           

S/S Judith M. Rex                                                               

Signature of Notary Public                                                      

Though the information below is not required by law, it may prove valuable to   
persons relying on the document and could prevent fraudulent removal and        
reattachment of this form to another document.                                  

Description of Attached Document                                                
Title or Type of Document:                                                      

Document Date: Number of Pages:                                                 

Signer(s) Other Than Named Above:                                               

Capacity(ies) Claimed by Signer                                                 
Signer's Name: Cindy Cliff                                                      

Individual                                                                      
X  Corporate Officer - Title(s): Director                                       
Partner -- Limited -- General                                                   
Attorney in Fact                                                                
Trustee                                                                         
Guardian or Conservator                                                         
Other:                                                                          

Signer Is Representing: Desert Winds Entertainment Corporation                  

[CAPTION]                                                                       

CERTIFICATE OF AMENDMENT                                                        
TO THE                                                                          
ARTICLES OF INCORPORATION                                                       
OF                                                                              
DESERT WINDS ENTERTAINMENT CORPORATION                                          

Pursuant to the provisions of Title 7, Chapter 78 of the Nevada Revised         
Statutes, the undersigned officers do hereby certify:                           

FIRST: The name of the corporation is Desert Winds Entertainment Corporation    
(the "Corporation").                                                            

SECOND: The following sets forth the amendment to the following article"        

1.   Name: The name of the corporation is SunnComm, Inc.                        

THIRD: The amendment was adopted and approved by the board of directors and     
shareholders on July 6, 2000. The number of shares outstanding at the time of   
such adoption was _30,806,781_ and the number of shares entitled to             
voterthereon was _30,806,781_.                                                  

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The number of shares voted for the amendment were _15,980,250__. The number of  
votes for the amendment were sufficient for approval.                           

Dated July 6, 2000                                                              

DESERT WINDS ENTERTAINMENT                                                      
CORPORATION, a Nevada corporation                                               

By: /s/ Peter H. Jacob                                                          
------------------------------                                          
Peter H. Jacobs, its President                                          

By: /s/ Stephen Burg                                                            
---------------------------                                             
Stephen Burg, its Secretary                                             

STATE OF ARIZONA         )                                                      
) ss.                         
County of Maricopa       )                                                      

On July 6, 2000, personally appeared before me, a Notary Public, for the State  
and County aforesaid, Peter Jacobs and Stephen Burg, President and Secretary of 
Desert Winds Entertainment Corporation, respectively, who acknowledged that     
they executed the above instrument.                                             

/s/ Lynn A. Marzonie                                                            
--------------------                                                            
Notary Public                                                               

Amendment to ARTICLES OF INCORPORATION                                          
OF SunnCOmm, Inc.                                                               
Pursuant to the provisions of Title 7, Chapter 78 of the Nevada Revised         
Statutes, the undersigned officers do hereby certify:                           

FIRST: The name of the corporation is SunnComm, Inc. (the "Corporation").       
SECOND: The following sets forth the amendment to the following article:        
3. SHARES: This corporation is authorized to issue shares of Common Stock,      
$0.001 par value per share; and the total number of shares which the            
corporation is authorized to issue is 100,000,000. The Board of Directors is    
authorized, subject to limitations prescribed by law, to provide for the        
issuance of the shares of Preferred Stock in series, and by filing a            
certificate pursuant to the applicable law of the State of Nevada, to establish 
from time to time the number of shares to be included in each such series, and  
to fix the designation, powers, preferences and rights of the shares of each    
such series and the qualifications, limitations or restrictions thereof.        
Dividends on outstanding shares of Preferred Stock shall be paid or declared    
and set apart for payment before any dividends shall be paid or declared and    
set apart for payment on the common shares with respect to the same dividend    
period.                                                                         

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If upon any voluntary or involuntary liquidation, dissolution or winding up of  
the corporation, the assets available for distribution to holders of shares of  
Preferred Stock of all series shall be insufficient to pay such holders the     
full preferential amount to which they are entitled, then such assets shall be  
distributed ratably among the shares of all series of Preferred Stock in        
accordance with the respective preferential amounts (including unpaid           
cumulative dividends, if any) payable with respect thereto.                     

THIRD: The amendment was approved by the board of directors and shareholders on 
November 7, 2000. The number of shares outstanding at the time of such adoption 
was 39,465,020 and the number of shares entitled to vote thereon was            
39,465,020. The number of shares voted for the amendment were 21,311,111. The   
number of votes for the amendment were sufficient for approval.                 
Dated March 22, 2001.                                                           

SUNNCOMM, INC., a Nevada corporation                                            

By: /s/ Peter H. Jacobs                                                         
----------------------------                                                  
Peter H. Jacobs, its President                                                  

By: /s/ Stephen Burg                                                            
----------------------------                                                    
Stephen Burg, its Secretary                                                     

STATE OF ARIZONA    )                                                           
ss.                 )                                                           
County of Maricopa  )                                                           

On March 22, 2001, personally appeared before me, a Notary Public, for the      
State and County aforesaid, Peter Jacobs and Stephen Burg, President and        
Secretary of SunnComm, Inc. respectively, who acknowledged that they executed   
the above instrument.                                                           

/s/                                                                             
-----------------------                                                   
Notary Public                                                           

[CAPTION]                                                                       
EXHIBIT 3.02                                                                    

By-Laws                                                                         
of the                                                                          
Desert Winds Entertainment Corporation                                          

Contents                                                                        

Article I Shareholders                                                          

Section 1. Place of Meetings                                                    
Section 2. Annual Meetings                                                      
Section 3. Special Meetings                                                     
Section 4. Shareholder Powers                                                   

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Section 5.  Notice of Meetings                                                  
Section 6.  Consent to Shareholder Meetings                                     
Section 7.  Voting Shareholder List                                             
Section 8.  Quorum                                                              
Section 9.  Voting Rights                                                       
Section 10  Proxies                                                             

Article II Directors                                                            

Section 1.  Powers                                                              
Section 2   Number and Qualifications                                           
Section 3.  Election and Tenure of Office                                       
Section 4   Vacancies                                                           
Section 5.  Place of Meetings                                                   
Section 6.  Regular Meetings                                                    
Section 7.  Special Meetings - Notices                                          
Section 8   Waiver of Notice                                                    
Section 9   Directors acting Without a Meeting                                  
By Unanimous Written Consent                            
Section 10  Notice of Adjournment                                               
Section 11. Quorum                                                              
Section 12  Removal of Directors                                                
Section 13  Resignation                                                         
Section 14  Compensation                                                        
Section 15. Presumption of Assent                                               

Article III Officers                                                            

Section 1   Officers                                                            
Section 2   Election                                                            
Section 3   Subordinate Officers, Etc.                                          
Section 4.  Removal and Resignation                                             
Section 5.  Vacancies                                                           
Section 6.  Chairman of The Board                                               
Section 7.  President                                                           
Section 8.  Executive Vice Presidents and Vice Presidents                       
Section 9.  Secretary and Acting Secretaries                                    
Section 10. Treasurer and other Financial positions                             

Article IV Executive and Other Committees                                       

Section 1 Committees, Consultants and Advisors                                  

Article V Corporate Records, Reports and Documents                              

Section I. Records                                                              
Section 2. Inspection of Books and Records                                      
Section 3. Certification and Inspection of By-laws                              
Section 4. Checking Accounts, Checks, Drafts,                                   
Section 5 Contracts, Etc., -- How Executed                                      
Section 6. Annual Report                                                        

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Article VI Certificates and Transfer of Shares                                  

Section 1. Certificates for Shares                                              
Section 2. Transfer on the Books                                                
Section 3. Lost or Destroyed Certificates                                       
Section 4' Transfer Agents and Registrars                                       
Section 5. Closing Stock Transfer Books                                         

Article VII Corporate Seal                                                      

Section 1. Corporate Seal                                                       

Article VIII Amendments to By-Laws                                              

Section 1. By Shareholders                                                      
Section 2. Powers of Directors                                                  
Section 3. Record of Amendment                                                  

ARTICLE I 
Shareholders

Section 1, Place of Meeting.                                                    

Meetings of shareholders, including annual, or special may beheld at the office 
of the Corporation in the State of Nevada, or at such other places as may be    
more timely appropriate, or at such locations as may be elected by the Board of 
Directors for reasons specific to the business of the Corporation.              

Section 2 Annual Meetings.                                                      

a) The annual meetings of shareholders shall be held on the final Thursday of   
each October in each year, if not a legal holiday. If a legal holiday, then the 
meeting shall be held on the next succeeding business day, at 1:30 PM., time    
local to the chosen geographical area (Example: Pacific Time; Mountain Time; or 
Eastern 'lime.). However, the Board of Directors may elect to set the annual    
shareholders' meeting on a weekend day, if this is deemed appropriate in        
anygiven instance, The actual date and hoar of any respective annual            
shareholders' meeting maybe adjusted if. deemed appropriate by the Board of     
Directors. The adjusted date should not exceed sixty (60) days prior to, or     
subsequent to, the regular date as reflected in these By-Laws.                  

b) At such day and hour as the shareholders' annual meeting shall be held,      
there shall be an election of the members of the Board. of Directors of the     
Corporation, by plurality vote. Reports shall be heard; proposals shall be      
heard, and voted upon if appropriate, and general affairs of the Corporation    
shall be considered. Such other business as may properly be brought before the  
meeting and requiring such, shall be transacted.                                

Section 3. Special Meetings.                                                    

Special meetings of the shareholders, for any purpose or purposes whatsoever,   
may be called by the President, or by the Board of Directors, or by any two or  
more members thereof, or by one or more shareholders holding not less than one  
fifth (1/5) of the voting power of the Corporation.                             

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Section 4. Shareholder Powers                                                   

Shareholders having by ownership or proxy at least fifty one (51%) percent of   
the voting power, upon calling and holding a special meeting, or at an annual   
meeting, of the shareholders may, without an open statement of reason, dismiss  
the entire Board of Directors, or dismiss certain members of the Board of       
Directors, including the Chairman, without an open statement of reason. A       
quorum of shareholders undertaking such action, need only state in the Minutes  
of the Special Meeting, that the action was taken in the best interests of the  
shareholders. Notice of such action must be given to tile respective members of 
the Board, or to all members of the Board or to the Chairman, in writing.       
Aquorum of shareholders, having substantial management and working knowledge of 
the business of the corporation, may with stated, good and reasonable reason,   
issue a formal request to the Board to dismiss any officer, consultant or other 
employee, if for the good of the shareholders. A majority vote of shareholders  
cannot break a contracted individual serving the corporation, but can issue     
instructions to the Board to, not renew a respective contract, if for the best  
interests of the shareholders..                                                 

Section 5, Notice of Meetings.                                                  

a) Notices of meetings, annual or special, shall be given in writing to the     
shareholders entitled to vote. Notice shall be prepared accompanied by a proxy  
form, and mailed by the Corporation's stock transfer agency. In lieu of this    
procedure, Notice maybe given, being signed by the corporate secretary; the     
assistant secretary; the president; or a vice president.                        

b) Notices of meetings shall be sent to the shareholder's address as reflected  
on the books of' the corporation's stock transfer agent or registrar, and shall 
be postmarked not less than twenty (20) days nor more than sixty (60) days,     
prior to a scheduled meeting.                                                   

c) Notice of any meeting of shareholders shall specify the place, the day, and  
the hour of the meeting, and the general nature of points to be covered, as     
well as noting the most important issues to be covered. In cases of special     
meetings, the specific nature of the business to be transacted and voted upon   
shall be made clearly evident.                                                  

d) In event of the unusual need for an affirmative vote by shareholders, in     
order for the corporation to proceed with a transaction for such as would be    
voted by the Board of Directors to be a benefit to the corporation, but wherein 
the allowable time factor precludes a formal notification to shareholders in    
general, then communication to such a group of shareholders as hold over fifty  
percent (50+%) of the control, voting shares of the corporation, by means of    
phone or facsimile shall be acceptable. Signatures expressing an affirmative    
vote, or veto, of over fifty percent of the voting shares of the corporation,   
received by means of facsimile, directed to the Chief Executive Officer of the  
corporation or to the Chairman of the Board, shall be acceptable, and shall be  
enforceable as a bona fide vote of the shareholders, empowering the management  
of the corporation to immediately proceed with the respective transaction; and  
shall be presented by the Corporate Secretary For automatic ratification at the 
next formally scheduled annual or special meeting of the corporation's          
shareholders.                                                                   

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In a case such as this described, hard copy with original signatures, of all    
such facsimiles sent by shareholders voting in excess of the required 50+%,     
shall be immediately mailed by the said shareholders to the Corporate           
Secretary, for the corporation's legal records.                                 

e) When a meeting is adjourned (a Recess) for an uncertain period, of thirty    
days or more, notice of the adjourned (in effect, postponed) meeting shall be   
given as in case of an original meeting. Otherwise, upon an adjournment for a   
specific period of hours or days when at such hour or day, the business of the  
meeting is scheduled to be completed, it shall not be necessary to give any     
notice of the continuance or of the business to be transacted, other than by    
announcement the meeting at which such adjournment is taken.                    

Section 6. Consent To Shareholder's Meeting.                                    

The transactions of any meeting of shareholders, however called and noticed,    
shall be valid as though had at a meeting duly held after regular call and      
notice, if a quorum be present either in person or by proxy. Before or after    
such meeting, all shareholders entitled to vote and not present in person, nor  
having executed a proxy for said meeting, shall sign a written waiver of        
noticeor a consent of the holding of such meeting, or the minutes of said       
meeting shall be approved at the next regular or special meeting of the         
shareholders, when at such time the transaction(s) conducted at the subject     
meeting shall be ratified. All waivers, consents and approvals by shareholders  
shall be maintained by filing a copy of same with the records of the            
corporation along with a copy of the minutes of any meeting. The originals      
shall be maintained in separate portfolio or binders, in conjunction with and   
in close proximity to the Books of Record of original Minutes of the            
Shareholder Meetings (Two sets of these documents need to be maintained for     
legal purposes, in event of the destruction of one set.)                        

Section 7. Voting.                                                              

The agent or officer having charge of the stock transfer books of the           
corporation shall make, at least twenty days before each meeting of             
stockholders, a complete list of the stockholders entitled to vote at such      
meeting, or any adjournment thereof; arranged in alphabetical order, with       
address of and number of shares held by each, which list, for a period of       
twenty days prior to such meeting shall be kept on file at the principal office 
of the corporation and shall be subject to inspection by any stockholder at any 
time during usual business hours. Such list shall also be produced and kept     
open at the time and place of the meeting and shall be subject to the           
inspection of any stockholder during the whole time of the meeting. A stock     
transfer book comprised of copies of 'proof of transfer pages' received by the  
corporation from time to time direct from the transfer and registrar agent, or  
a transfer book maintained by the corporation, if corporation acts as its own   
stock transfer agent, with said corporate stock records Certified by the        
Secretary and President, shall be prima facie evidence as to who are the        
stockholders entitled to vote and to examine such stock transfer books.         

Section 8. Quorum.                                                              

a) That "majority" of the shares entitled to vote, shall equate to a quorum,    
and shall be at least fifty one (51%) percent of the issued voting shares of    
the corporation.                                                                

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The holders of a majority of the shares entitled to vote thereat, present in    
person, or represented by proxy, shall be requisite and shall constitute a      
quorum at all meetings of the shareholders for the transaction of business      
except as otherwise provided by law, by the articles of incorporation, or by    
these By-Laws.                                                                  

b) If such majority shall not be present or represented by any meeting of the   
shareholders, the shareholders entitled to vote thereat, present in pen on, or  
by proxy4 shall have power to adjourn the meeting from time to time, until the  
requisite amount of voting shares shall be present. At such adjourned meeting   
at which the requisite amount of voting shares shall be represented, any        
business may be transacted which might have been transacted at the meeting as   
originally notified.                                                            

Section 9. Voting Rights.                                                       

a) The Company may have one (1) class of common shares, or two (2) classes of   
common shares: A-Common Stock and B-Common Stock; and Preferred Stock, one (1)  
class or Class A and Class B. If two classes of Preferred shares, then each     
share of Class B Preferred Stock shall represent one thousand (1000) votes, and 
shall be non-transferable, except by vote of a majority of duly authorized and  
issued Class B Preferred shareholders.                                          

b) Only such persons whose names and shares entitled to vote stand on the stock 
records of the corporation on the day of any meeting of the shareholders, or on 
such other day prior to any meeting of the shareholders, as may be determined   
by the Board of Directors, as the date for determination of shareholders of     
record4 shall be entitled to vote at such meeting. Each Common Share shall be   
entitled to one vote. Each share of Class-B Preferred Stock shall be entitled   
to 1,000 votes. Class A-Preferred has no voting rights Cumulated voting shall   
not be allowed.                                                                 

Section l0 Proxies.                                                             

At all meetings of stockholders, a stockholder may vote by proxy executed in    
writing by the stockholder or by his duly authorized attorney in fact. Proxies  
must be filed before or at the time of any shareholders meeting. Proxies are to 
be filed with the secretary of the corporation, or another entity, such as the  
corporate registrar, if these types of services are provided.                   

ARTICLE 11
Directors 

Section 1. Powers.                                                              

Subject to the limitation of the Articles of Incorporation; of the By-laws, and 
the law of the State of Domicile of the corporation, all corporate powers shall 
be exercised by, or under the authority of the Board of Directors; and the      
business affairs of this corporation shall be exercised under authority of the  
Board of Directors, subject to all action as authorized or approved, by the     
majority vote of the shareholders.                                              

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Section 2. Number and Qualification.                                            

The authorized number of directors of the corporation shall be no less than two 
(2) but any additional number of directors may be elected according to the      
discretion and vote of the shareholders entitled to exercise the majority of    
the voting power of the corporation. The corporation shall have an even number  
of directors, and a Chairman. By majority vote of the shareholders, a Board of  
Directors may be replaced by a Board of Trustees.                               

Section 3. Election and Tenure of Office.                                       

The Directors shall be elected by ballot at the annual meeting of the           
shareholders, and shall generally serve for one year or until their successors  
have been elected and have qualified. Their term of office shall begin          
immediately following an election. Exception: Chairman of The Board, or any     
other director being under specific contract with the corporation creating a    
circumstance legal but contrary to the general rule, or in event of an unusual  
circumstance, whereby the Board or some member of the Board would be dismissed  
prior to the end of a twelve month period..                                     

Section 4 Vacancies                                                             

a) Vacancies in the Board of Directors may be filed by a majority vote of the   
remaining directors, even though less than a quorum, or by a sole remaining     
director, and each director elected shall hold office until his successor is    
elected at an annual meeting of shareholders or at a special meeting called for 
that purpose Exception: Any director elected by the Board of Directors to fill  
a vacancy, may be relieved of their directorship and a replacement elected by   
the Board of Directors.                                                         

b) The shareholders may at any time elect a director to fill any vacancy not    
filled by the directors, and may elect additional directors at a meeting        
whereby shareholder's voting authorizes an increase in the number of directors. 

e) A vacancy or vacancies shall be deemed to exist in case of the death,        
resignation or removal of any director, or if the shareholders shall increase   
the authorized number of directors, but shall fail at said meeting at whichsuch 
increase is authorized, or at an adjournment thereof, to elect the additional   
director(s) provided for.                                                       

d) If the Board of Directors accept the resignation tendered by a director, to  
take effect at a future time, the Board or the shareholders, shall have the     
power to elect a successor to take office when the said resignation shall       
become effective.                                                               

e) No affirmative vote for reduction in number of directors shall have the      
effect to removal of any director prior to expiration of his term of office.    

Section 5. Place of Meetings.                                                   

Meetings of the Board of Directors shall be held at the Executive Offices of    
the corporation or elsewhere, or at any location designated for that purpose    
from time to time, by resolution of the Board of Directors or written consent   
of all members of the Board4 given before or after the meeting and filed with   
the Secretary of the corporation.                                               

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A control shareholder or holder of proxies for at least 51% of the voting       
shares may attend any meeting of the Board of Directors, and may express        
opinions, but may not vote.                                                     

Section 6. Other Regular Meetings.                                              

Regular meetings of the Board of Directors shall be held at such time as shall  
be fixed by resolution of' the Board and under no circumstances less than once  
a year.                                                                         

Section 7 Special Meetings - Notices.                                           

a) Special meetings of the Board of Directors for any purpose or purposes shall 
be called at any time by the President, or if he is absent or unable or         
refusesto act, by the Executive Vice President, or by any Vice President, or    
any two directors.                                                              

b) Written notice of the time and place of special meetings shall be delivered  
personally to the directors or sent to each director by letter, facsimile or by 
telegram or other type of express mail, charges paid, addressed to him at the   
address as it is shown upon the records of the corporation, or to another       
company office in which any respective director operates, or if it is not shown 
on such records as are readily ascertainable, then at the place in which the    
meetings of the directors are regularly held. In event such notice is mailed by 
any class, telegraphed, or sent by facsimile, it shall be done so in a time     
frame which under normal circumstances would assure delivery of the notice at   
least 24 hours prior to such meetings. Such means of notification as provided   
above shall be due, legal, and personal notice to any director.                 

Section 8. Waiver of Notice.                                                    

When all of the directors arc present at any director's meeting, however called 
or noticed, and sign a written consent thereto on the records of such meeting,  
or if a majority of the directors are present, and if those present sign a      
waiver of notice in writing, whether prior to or after the holding of such      
meeting, and thereafter said waiver shall be filed with the secretary of the    
corporation, the transactions thereof arc as valid as if had at a meeting       
regularly called and noticed. In event only a majority of the directors are     
present, but the majority number of directors present is that which shall be    
required to carry a vote, had the total number of directors of the corporation  
been present, and those present vote unanimously for or against any proposition 
of the corporation's business, the transactions thereof are as valid as if had  
at a meeting regularly called and noticed, and attended by the total of the     
corporation's board members, since the attendance of all of the corporation's   
board members would not alter the outcome of the vote as carried.               

Section 9. Directors Acting in a Quorum Only Without a Meeting By Written       
Consent.                                                              

Any action required or permitted to be taken by the Board of Directors, may be  
taken without a physical meeting, and shall carry the same force and effect as  
if done by the required majority number of board members, as if had at a        
meeting regularly called, noticed and attended by the same majority of board    
members or by the total number of board members.                                

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Any document or certificate relating to an action so taken by written consent,  
shall state thereon that the carrying vote was taken by written consent of the  
required majority of the Board of Directors of the corporation, in lien of a    
physical meeting called and noticed, and that the By-Laws of the corporation    
authorize the directors to so act, when deemed necessary for the best benefit   
of the corporation.                                                             

Section 10. Notice of Adjournment.                                              

Notice of the time and place of holding an adjourned meeting need not be given  
to absent directors, if the time and place be fixed at the meeting adjourned.   

Section 11. Quorum.                                                             

a) That 'majority' of directors necessary to constitute a quorum, or to carry a 
vote, either at a meeting with only a quorum in attendance, or with the total   
of the Board of Directors in attendance, shall be one half of the number of     
directors, plus at least one (+1). In event all the directors are in attendance 
at any meeting of the board, then, one half of the number of directors plus one 
additional member shall be required to carry an affirmative vote or veto on any 
transaction In event one half of the directors vote affirmative and one half    
vote against any transaction or proposed proposition placed before the board,   
then, the Chairman must be the additional 'one' (1) and shall cast the deciding 
vote for or against that as was proposed. '[he heretofore stated requirements   
shall also be requirements for directors acting as a quorum without a meeting.  

b) A 'majority' of the number of directors as duly installed, according to the  
Articles or By-Laws shall be necessary to constitute a quorum for the           
transaction of the corporation's business, and any action requiring a quorum of 
the directors to be present at any meeting.                                     

Section 12. Removal of Directors.                                               

Any and all of the directors may be removed for cause by vote of the            
shareholders or by action of the board. Directors may be removed without cause  
only by the shareholders.                                                       

Section 13. Resignation.                                                        

A director may resign at any time by giving written notice to the board, the    
president or the secretary of the corporation. Unless otherwise specified in    
the notice, the resignation shall take effect upon receipt thereof by the board 
or such officer, and the acceptance of the resignation shall not be required to 
render the resignation effective.                                               

Section 14. Compensation                                                        

No compensation shall be paid to directors as such, for their services, except  
by resolution of the board, a fixed sum and expenses for actual attendance at   
each regular or special meeting of the board may be authorized. Nothing herein  
contained shall be construed to preclude any director serving the corporation   
in any other capacity and receiving compensation therefore.                     

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Section 15. Presumption of Assent                                               

A director of the corporation who is present at a meeting of the directors at   
which action on any corporate matter is taken who does not vote shall be        
presumed to assent to the action taken unless his dissent shall be entered in   
the minutes of the meeting, or unless he shall file his written dissent to such 
action with the person acting as the secretary of the meeting before the        
adjournment or immediately after the adjournment of' the meeting. Such right of 
silent dissent' call be ruled against, at the beginning of any such meeting,    
arbitrarily by the Secretary of the corporation, or by the acting secretary of  
the meeting, or by the acting secretary of the meeting at the direct request of 
any one director or all directors. Such right to dissent shall not apply to a   
director who initially voted in favor of such action or transaction.            

ARTICLE III 
Officers

Section 1. Officers.                                                            

The officers of the corporation shall be a President; a Secretary; a Treasurer; 
'and at the discretion of the Board', an Executive Vice President; one or more  
Executive Vice Presidents of various corporate divisions or departments; one or 
more Vice Presidents; one or more Assistant Secretaries; one or more Assistant  
Treasurers; and such other officers as may be appointed in accordance with      
provisions of Section 3 of this Article. One person may hold mote than one      
office excepting those offices of President and Secretary.                      

Section 2. Elections                                                            

The officers of the corporation, except such officers as may be appointed in    
accordance with the provisions of Section 3, or Section 5, of this Article or   
such officer(s) who may hold a contract, executed to retain such officer(s) for 
a designated period of time, shall be chosen annually by the Board of           
Directors, and each shall hold his office until he shall resign or shall be     
removed or advanced.                                                            

Section 3. Subordinate Offices                                                  

The Board of Directors may appoint such other officers as the business of the   
corporation may require, each of whom shall hold office for such period, have   
such authority and perform such duties as are provided in the By-Laws or as the 
Board of Directors may from time to time determine.                             

Section 4. Removal and Resignation.                                             

a) Any officer may be removed. Either with or without cause, by a majority of   
the directors at the time in office, at any regular or special meeting of the   
board. or. except in case of an officer hosen by the Board of Directors, by any 
Officer upon whom such power of removal may be conferred by the Board of'       
Directors, according to his or her appropriate executive position.              

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b) Any officer may resign at any time by giving written notice to the Board of  
Directors or to the Secretary of the corporation. Any such resignation shall    
take effect at the date of receipt of such notice or at any later time          
specified therein; and, unless otherwise specified therein, the acceptance of   
such resignation shall not be necessary to make it effective.                   

Section 5. Vacancies.                                                           

A vacancy in any office because of death, resignation, removal,                 
disqualification or any other cause shall be filled in the manner prescribed in 
the By-Laws for regular appointments to such office.                            

Section 6 Chairman of the Board                                                 

The Chairman of the Board of Directors shall preside over and assist the Board  
of Directors in the formulation of policies to be pursued by the executive      
management of the shareholders, with the time and place of holding, whether     
regular or special, and if special, how authorized, the notice thereof given,   
the names of those present or represented at shareholders meeting and           
proceedings thereof.                                                            

Section 7 President                                                             

The President shall be the chief executive and administrative officer of the    
corporation. He shall preside at all meetings of the shareholders. He shall see 
that all orders and resolutions of the Board of Directors are carried into      
effect and in general shall perform all duties as may from time to time be      
assigned to him by the Board of Directors and shall have general charge of the  
business of the corporation. He shall from time to time obtain information      
concerning the affairs and business of the corporation and shall promptly lay   
such information before the Board of Directors, or he shall communicate to the  
Board of Directors as may in his judgment, affect the performance of their      
official duties. He may sign, alone if authorized, or with the Secretary or any 
other proper officer of the corporation, any deeds, mortgages, notes bonds,     
contracts, powers of attorney or other instruments, including certificates for  
shares of capital stock of the corporation, which the Board of Directors has    
authorized to be executed. He may employ all agents and shall perform all other 
duties as may from time to time be delegated to him by the Chairman of the      
Board of Directors.                                                             

Section 8 Vice President                                                        

The Vice President shall perform such duties and possess such powers as from    
time to time may be assigned to them by the President. In the absence of the    
President or in the event of his inability or refusal to act, the First         
Executive Vice President of corporate administration shall perform the duties   
of the President and, when so performing, shall have all the powers of and be   
subject to all the restrictions upon the President.                             

Section 9 Secretary                                                             

The Secretary shall keep, or cause to be kept, a book of minutes at the         
principal office or such other place as the Board of Directors may order, of    
all meetings and directors and Shareholders, with the time and place of         
holding, whether regular of special, and if special, how authorized,            

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the notice thereof given, the names of those present or represented at          
shareholders meeting and proceedings thereof.                                   

Section 10. Treasurer.                                                          

a) The Treasurer shall keep and maintain, or cause to be kept and maintained.,  
adequate and correct accounts of the properties and business transactions of    
the corporation, including accounts of its assets, liabilities, receipts,       
disbursements, gains, losses, capital, surplus and shares. Any surplus,         
including earned surplus, paid-in-surplus and surplus arising from a reduction  
of stated capital, shall be classified according to source and shown in a       
separate account. The books of accounts shall at all reasonable times be open   
to inspection by any director.                                                  

b) The Treasurer shall deposit all moneys and other valuables in the name and   
to the credit of the corporation with such depositories as may be designated by 
the Board of Directors. He shall disburse the funds of the corporation as may   
be ordered by the Board of Directors, shall render to the President and         
directors, whenever they request it, an account of all of his transactions as   
Treasurer and of the financial condition of the corporation, and shall have     
such other powers and perform such other duties as may be prescribed by the     
Board of Directors or the By-Laws.                                              

Article IV
Executive and other (.7ornmittccs 
and Consultants of Special Authorization

Section 1. Committees.                                                          

a) The Board of Directors may appoint an executive committee, and such other    
committees as may be necessary from time to time, consisting of such number of  
its members and with such powers as it may designate, consistent with the       
Articles of Incorporation and By-Laws. Such committees shall hold office or be  
eliminated at the pleasure of the board- The President may appoint such other   
committees as he may deem to be required from time to time.                     

b) The Board of Directors may contract with special consultants to the board or 
special assistants to the board or president, or special business consultants   
with certain designated powers. A "Business Consultant Advisor to The Board",   
may be authorized, in the best interests of the shareholders, to negotiate and  
formalize transactions as an authorized signature", with such transactions      
having received an affirmative vote by the Board of Directors, prior to such    
formalization.                                                                  

Article V 
Corporate Records, Reports and Documents

Section 1 - Records.                                                            

The corporation shall maintain adequate and correct accounts, books and records 
of its business and properties. All such books, records and accounts shall be   
kept at its principal Executive Offices. In event of various business           
operations divisions, all Original books and records shall be maintained in     
those Division Offices, with computer, or other transmission to the corporate   
headquarters and to the corporate Office of Records and Accounting, of all      

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appropriate documents and financial records.                                    

Section 2. Inspection of Books and Records.                                     

All books and records of the corporation shall be open to inspection of the     
directors from time to time and during reasonable working hours.                

Section 3. Certification and Inspection of By-Laws.                             

The original or a copy of these By-Laws, as amended or otherwise altered to     
date, certified by the Secretary, shall be open to inspection by the            
shareholders of the company, by appointment.                                    

Section 4. Checks, Drafts, Etc.                                                 

All checks, drafts or other orders for payment of money, notes or other         
evidences of indebtedness, issued in the name or payable to the corporation,    
shall be signed or endorsed by such person or persons and in such manner as     
shall be determined from time to time by resolution of the Board of Directors.  

Section 5. Contracts, Etc. How Executed.                                        

The Board of Directors, except as in the By-Laws otherwise provided, may        
authorize any officer or officers, agent or agents, to enter into any contract  
or execute any instrument in the name of and on behalf of the corporation. Such 
authority may be general or confined to specific instances. Unless so           
authorized by the Board of Directors, no officer, agent or employee shall have  
any power or authority to bind the corporation by any contract or engagement,   
or to pledge it's credit, or to render it liable for any purpose or to any      
amount.                                                                         

Section 6. Annual Report.                                                       

The Board of Directors shall cause an annual report or statement to be sent to  
the shareholders of this corporation not later than 120 days after the close of 
the fiscal or calendar year.                                                    

Article VI
Certificates and Transfer of Shares 
Section 1. Certificates of Shares.                                              

a) Certificates for shares shall be of such form and device as the Board of     
Directors may designate and shall state the name of the record holder of the    
shares represented thereby; its number; the par value, if any, or a statement   
that such shares are without par value; 'a statement of the rights, privileges, 
preferences and restrictions, if any; a statement as to the redemption or       
conversion, if any; a statement of liens or restrictions upon transfer or       
voting4 if any; if the share be assessable or, if assessments are collectable   
by personal action, a plain statement of such facts.                            

b) Every certificate for shares must be signed by the President or a Vice       
President and the Secretary or an Assistant Secretary or must be authenticated  
by facsimile of a signature of' the President and Secretary or by a facsimile   
of a signature countersigned by a transfer agent or transfer clerk and must be  

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registered by an incorporated bank or trust company, or duly licensed stock     
transfer and registrar company, either domestic or foreign, as registrar of     
transfers.                                                                      

Section 2. Transfer of the Books.                                               

Upon surrender to the Secretary or transfer agent of the corporation of a       
certificate for shares duly endorsed or accompanied by proper evidence of       
succession, assignment or authority to transfer, it shall be the duty of the    
corporation or its licensed transfer agent, to issue a new certificate to the   
person entitled thereto, cancel the old certificate and to maintain a record of 
the transaction in a designated office of the corporation.                      

Exception: In event the directors of the corporation or its transfer            
agent-registrar, should determine there is reason to suspect any respective     
certificate of being invalid or fraudulent, said certificate, along with any    
other documentation, pertinent to such certificate, shall be placed with        
competent legal counsel for investigation and verification, prior to giving     
authorization to "transfer".                                                    

Section 3. Lost or Destroyed Certificates.                                      

Any person claiming a certificate of' stock to be lost or destroyed shall make  
an affidavit or affirmation of that fact and as the Board of Directors or stock 
transfer entity may require, give the corporation a bond of indemnity, in form  
and with one or more sureties satisfactory to the board an at least double the  
value of the stock represented by said certificate, whereupon a new certificate 
may be issued of the same tenor and for the same number of shares as the one    
alleged to be lost or destroyed.                                                

Section 4. Transfer agent and Registrars.                                       

The Board of Directors may appoint one or more transfer agents or transfer      
clerks, and one or more registrars, which shall be an incorporated bank or      
trust company or a. licensed stock transfer and registrar company, either       
domestic or foreign, who shall be appointed at such times and places as the     
requirements of the corporation may necessitate and the Board of Directors may  
designate.                                                                      

Section 5. Closing Stock Transfer Books.                                        

The Board of Directors shall request of its transfer agent and registrar        
according to any law of the state of its domicile, the close of the transfer    
books for a period not exceeding thirty days or such period as being in         
accordance with any existing law, preceding any annual meeting, of the          
shareholders, or the day appointed for payment of' a dividend.                  

Article VII 
Corporate Seal

Section 1. Seal,                                                                

The corporate seal shall be circular in form, and shall have inscribed thereon  
the name of the corporation, the date of its incorporation, and the state of    
its domicile.                                                                   

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Article VIII
Amendments to By-Laws 

Section 1. By Shareholder.                                                      

New By-Laws may be adopted or these By-Laws may be repealed or amended at their 
annual meeting, or any other meeting of the shareholders called for that        
purpose, by a vote of shareholders entitled to exercise a majority of the       
voting power of the corporation, or by written assent of such shareholders.     

Section 2. Powers of Directors.                                                 

Directors may not amend or repeal any of these By -Laws without assent of the   
majority vote of the shareholders.                                              

Section 3. Record of Amendments.                                                

The corporation shall keep an accurate succession in bound form, of all By-laws 
as repealed, and amended, and accurate to date.                                 

I, do hereby certify that the foregoing is a complete and accurate copy of the  
current By-Laws of the Desert Winds Entertainment Corporation.                  

___\s\_Michael Paloma_______                                                    
Michael Paloma, President                                                       

[CAPTION]                                                                       
Exhibit 4.01                                                                    

Form of Convertible Debentures issued prior to June 27, 2000          

NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN          
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANYOTHER FEDERAL OR STATE        
SECURITIES LAWS, AND THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED,         
HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN.  
WITHOUT LIMITING THE FOREGOING, NEITHER THIS DEBENTURE NOR THE STOCK ISSUABLE   
HEREUNDER MAY BE TRANSFERRED FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE  
OF THIS DEBENTURE OR THE ISSUANCE OF STOCK HEREUNDER UNLESS PERMITTED BY THE    
TERMS OF THIS DEBENTURE AND APPLICABLE LAW.                                     

SunnComm, Inc.

CONVERTIBLE DEBENTURE DUE ON [MONTH] ___, 2001

[Month] __, 2000 (the "Issue Date") US $____________                            

FOR VALUE RECEIVED, SunnComm, Inc., a Nevada corporation (the "Company")        
promises to pay to the order of ____________, an individual (the "Holder") on   
[Month] ___, 2001 (the "'Maturity Date"), the principal sum of ____________     
Dollars ($____________), as hereinafter provided.                               

1. Payment and Interest. The indebtedness outstanding under this Debenture      
shall bear interest of five percent (5%) per annum. Unless the conversion       

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rights provided under Section 4 or the redemption rights under Section 5 are    
exercised pursuant to this Debenture, the principal and accrued interest shall  
be due on the Maturity Date. Payment is to be made at the office of the Holder  
as reflected in the records of the Company or at such other place as the Holder 
of this Debenture shall have notified the Company in writing. Nothing herein    
contained, nor any transaction relating thereto, shall be construed or so       
operate as to require the Company to pay interest at a greater rate than the    
maximum allowed by the applicable law relating to this Debenture. Should any    
interest or other charges, charged, paid or payable by the Company in           
connection with this Debenture, or any other compensation, payment or earning   
of interest, be in excess of the maximum allowed by the applicable law as       
aforesaid, then any and all such excess shall be, and the same hereby is,       
waived by the Holder, and any and all such excess paid shall be automatically   
credited against and in reduction of the principal due under this Debenture.    

2. Liquidation Rights. In the event of any voluntary or involuntary             
liquidation, dissolution or winding up of the Company, this Debenture shall be  
entitled to a claim in liquidation before participation by the holders of any   
debt subordinate hereto or of any capital stock of the Company. The amount of   
the claim in liquidation shall equal the amount to which the Holder of this     
Debenture would be entitled in the case of payment, whether or not this         
Debenture is eligible for payment at the time of liquidation. A liquidation,    
dissolution, or winding up of the Company, for purposes of this Section 2 ,     
shall not include any consolidation, reorganization, or merger of the Company   
with or into any other association or corporation, or any acquisition of all or 
substantially all of the assets and liabilities of the Company by any other     
association or corporation, whether or not of a different form or subject to    
the laws or a different jurisdiction, provided the same are not in violation of 
any of the terms of this Debenture or the agreements contemplated therein.      

3. Legal Tender. All payments of principal and interest hereunder shall be in   
coin or currency of the United States or America which on the respective dates  
of payment thereof constitutes legal tender for the payment of public and       
private debt.                                                                   

4. Conversion of Debenture.                                                     

(a) Conversion Following Registration. Upon the effectiveness of the            
Registration Statement described below in Section 9, this Debenture shall be    
automatically converted into (1) ____________ fully paid and nonassessable      
shares of common stock of the Company ("Common Stock").                         

(b) Mechanics of Conversion. Upon conversion, all obligations of the Company to 
pay principal and interest hereunder shall be extinguished. Upon conversion,    
the Holder of this Debenture shall surrender the Debenture during regular       
business hours at the office of the Company. As promptly as practicable after   
the surrender of the Debenture as aforesaid, the Company shall deliver or cause 
to be delivered to the Holder a certificate or certificates for the number of   
fully paid and nonassessable shares of common stock issuable upon conversion of 
this Debenture. Such conversion shall be deemed to have been effected           
immediately prior to the close of business on the effective date of the         
Registration Statement, the Debenture shall be canceled and rendered null and   

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void, (the "Date Of Conversion"), and at such time the rights of the Holder     
shall cease and the Holder shall be deemed to have become the holder of record  
of the shares and warrants issuable hereunder.                                  

(c) Adjustments. If the Company shall effect any capital reorganization or any  
reclassification of the capital stock of the Company or in case of the          
consolidation or merger or exchange of the company with or into another         
corporation or the conveyance of all or substantially all of the assets of the  
Company to another corporation, the Holder of this Debenture shall be entitled  
to receive upon the conversion of the Debenture, that type and number of        
securities to which a holder of the number of shares of common stock into which 
this Debenture is convertible immediately prior to such event would have been   
entitled upon such reorganization, reclassification, consolidation, merger or   
conveyance; and, in any such case, appropriate adjustment, as determined by the 
Board of Directors, shall be made in the application of the provisions herein   
set forth with respect to the rights and interests thereafter of the holder of  
this Debenture, to the end that the provisions set forth herein shall           
thereafter be applicable, as nearly as reasonably may be, in relation to any    
shares of stock or other property thereafter deliverable upon the conversion of 
the Debenture. If the Company shall at any time subdivide its outstanding       
shares of Common Stock into a greater number of shares or pay a dividend in     
shares of common stock to the outstanding common stock, or combine the          
outstanding shares of common stock into a smaller number of shares, the         
conversion rate for this Debenture in effect immediately prior to such          
subdivision, dividend or combination shall be adjusted proportionately          
simultaneously with such event.                                                 

5. Right to Redeem. At any time prior to the Maturity Date, the Company shall   
have the right to pre-pay this Debenture by paying the full amount of principal 
and the full amount of interest accrued as of the date of redemption. Upon      
redemption, the Company shall have no further obligations under this Debenture. 

6. Reservation of Shares. The Company covenants and agrees that, during the     
period within which conversion rights represented by this Debenture may be      
exercised, the Company will at all times have authorized and reserved, solely   
for the purpose of such possible conversion, free from preemptive rights, out   
of its authorized but unissued shares, a sufficient number of shares of its     
common stock to provide for the exercise in full of the conversion rights       
represented by this Debenture. In accordance with and subject to applicable     
laws and regulations, the Company shall from time to time increase its number   
of authorized shares of common stock so as to maintain a number of such shares  
sufficient to permit the conversion of common stock if necessary to ensure such 
conversion.                                                                     

7. Registration and Transfer of this Debenture. No right or interest in this    
Debenture may be transferred except to a successor by inheritance or in testate 
succession, and such successor shall, as a condition of succession, accept by   
written instrument reasonably acceptable to the Company each of the terms and   
conditions that govern this Debenture. Without limiting the foregoing, neither  
this Debenture nor the stock issuable hereunder may be transferred for a period 
of twelve (12) months after the date of this Debenture or the issuance of stock 
hereunder unless permitted by the terms of this Debenture and applicable law.   

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8. Lost Documents. Upon receipt by the Company of evidence satisfactory to it   
of the loss, theft, destruction or mutilation of this Debenture or any          
Debentures exchanged for it, and (in case of loss, theft or destruction) of     
indemnity satisfactory to it, and upon reimbursement to the Company of all      
reasonable expenses incidental thereto, and upon surrender and cancellation of  
such Debenture, if mutilated, the Company will make and deliver in lieu of such 
Debenture a new Debenture of the same series and of like tenor and unpaid       
principal amount.                                                               

9. Registration Rights.                                                         

(a) The Company shall use reasonable best efforts to, within three (3) months   
from receipt thereof, include the shares of common stock issuable upon          
conversion of this Debenture in the next registration statement ("Registration  
Statement") filed with the Securities and Exchange Commission by the Company    
under the Securities Act, and have such Registration Statement declare          
effective no later than the first anniversary from the date hereof so that upon 
issuance the shares issuable hereunder will be freely tradable, provided that   
the Holder shall furnish to the Company all appropriate information in          
connection therewith as the Company may reasonably request.                     

(b) The Company shall (1) bear the costs, expenses and fees incurred in         
connection with any such registration, excluding any broker fees, selling       
commissions and out of pocket costs and expenses of the Holder; (2) supply      
prospectuses and other documents as the Holder may reasonably request; (3) use  
its reasonable best efforts to register and qualify the shares issuable         
hereunder for sale in such states as the Holder designates; (4) do any and all  
other acts and things that may be necessary or desirable to enable Holder to    
consummate the public sale or other disposition of the shares issuable          
hereunder; and (5) enter into cross-indemnification arrangements with the       
Holder with respect to matters arising from such Registration Statement and     
public offering.                                                                

10. Definitions. The term Holder means the Holder and each subsequent holder of 
this Debenture; and any consent, waiver or agreement in writing by the then     
Holder with respect to any matter or thing in connection with this Debenture,   
whether altering any provision hereof or otherwise, shall bind all subsequent   
holders of this Debenture.                                                      

11. Miscellaneous.                                                              

(a) Transfer. No right or interest in this Debenture is transferable except as  
provided in Section 7 . Upon automatic conversion, the shares issued upon       
cancellation of the Debenture will be fully tradable.                           

(b) Notices. Any notice or communication to be given pursuant to this Debenture 
shall be in writing and shall be delivered in person or by certified mail,      
return receipt requested, in the United States mail, postage prepaid. Notices   
to the Company shall be addressed to the Company's principal office. Notices to 
the Holder shall be addressed to the Holder's address as reflected in the       
records of the Company. Notices shall be effective upon delivery in person, or, 
if mailed, at midnight on the fifth business day after mailing.                 

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(c) Issue Tax. The issuance of certificates for shares of Common Stock upon the 
exercise of this Debenture shall be made without charge to the Holder for any   
issuance tax in respect thereof, provided that the Company shall not be         
required to pay any tax that may be payable in respect of any transfer involved 
in the issuance and delivery of any certificate in a name other than that of    
the Holder of the Debenture exercised.                                          

(d) No Shareholder Rights. This Debenture shall not entitle the Holder to any   
voting rights or other rights as a shareholder of the Company.                  

(e) Current Information. The Company shall cause copies of all financial        
statements and reports, proxy statements and other documents that are provided  
to its shareholders to be sent by first class mail, postage prepaid, on the     
date of mailing to such shareholders, to the Holder at the address reflected in 
the records of the Company.                                                     

(f) Governing Law. This Debenture shall be governed by and construed in         
accordance with the laws of the State of Arizona.                               

(g) Successors. The covenants, agreements and provisions of this Debenture      
shall bind the parties hereto and their respective successors and permitted     
assigns.                                                                        

(h) Integrated Agreement; Modification. This Debenture is a complete statement  
of the agreement of the parties with respect to the subject matter hereof and   
may be modified only by written instrument executed by the parties.             

IN WITNESS WHEREOF, the Company has executed this Debenture as of the Issue     
Date.                                                                           

ATTEST:                                                                         

  SunnComm, Inc., a Nevada corporation

By: \s\__Stephen F. Burg___________  By: ____\s\___Peter H. Jacobs______      
By: Stephen F. Burg, Secretary            By: Peter H. Jacobs, President      

[CAPTION]                                                                       
Exhibit 4.02                                                                    

Form of Convertible Debenture Issued after June 27, 2000                        

NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN          
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER FEDERAL OR STATE       
SECURITIES LAWS, AND THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED,         
HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN.  
WITHOUT LIMITING THE FOREGOING, NEITHER THIS DEBENTURE NOR THE STOCK ISSUABLE   
HEREUNDER MAY BE TRANSFERRED FOR A PERIOD OF TWELVE (12) MONTHS AFTER THE DATE  
OF THIS DEBENTURE OR THE ISSUANCE OF STOCK HEREUNDER UNLESS PERMITTED BY THE    
TERMS OF THIS DEBENTURE AND APPLICABLE LAW. SUNNCOMM, INC. CONVERTIBLE          
DEBENTURE DUE ON [MONTH] ___, 2001                                              

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[Month] ___, 2000 (the "Issue Date")    US $____________                        

FOR VALUE RECEIVED, SunnComm, Inc., a Nevada corporation (the "Company")        
promises to pay to the order of ____________, an individual (the "Holder") on   
[Month] ___, 2001 (the "'Maturity Date"), the principal sum of ____________     
Dollars ($____________), as hereinafter provided.                               

1.   Payment and Interest. The indebtedness outstanding under this Debenture    
shall bear interest of five percent (5%) per annum. Unless the conversion       
rights provided under Section 4 or the redemption rights under Section 5 are    
exercised pursuant to this Debenture, the principal and accrued interest shall  
be due on the Maturity Date. Payment is to be made at the office of the Holder  
as reflected in the records of the Company or at such other place as the Holder 
of this Debenture shall have notified the Company in writing. Nothing herein    
contained, nor any transaction relating thereto, shall be construed or so       
operate as to require the Company to pay interest at a greater rate than the    
maximum allowed by the applicable law relating to this Debenture. Should any    
interest or other charges, charged, paid or payable by the Company in           
connection with this Debenture, or any other compensation, payment or earning   
of interest, be in excess of the maximum allowed by the applicable law as       
aforesaid, then any and all such excess shall be, and the same hereby is,       
waived by the Holder, and any and all such excess paid shall be automatically   
credited against and in reduction of the principal due under this Debenture.    

2.   Liquidation Rights. In the event of any voluntary or involuntary           
liquidation, dissolution or winding up of the Company, this Debenture shall be  
entitled to a claim in liquidation before participation by the holders of any   
debt subordinate hereto or of any capital stock of the Company. The amount of   
the claim in liquidation shall equal the amount to which the Holder of this     
Debenture would be entitled in the case of payment, whether or not this         
Debenture is eligible for payment at the time of liquidation. A liquidation,    
dissolution, or winding up of the Company, for purposes of this Section 2,      
shall not include any consolidation, reorganization, or merger of the Company   
with or into any other association or corporation, or any acquisition of all or 
substantially all of the assets and liabilities of the Company by any other     
association or corporation, whether or not of a different form or subject to    
the laws or a different jurisdiction, provided the same are not in violation of 
any of the terms of this Debenture or the agreements contemplated therein.      

3.   Legal Tender. All payments of principal and interest hereunder shall be in 
coin or currency of the United States or America which on the respective dates  
of payment thereof constitutes legal tender for the payment of public and       
private debt.                                                                   

4.   Conversion of Debenture.                                                   
(a)  Conversion Following Registration. Upon the effectiveness of the           
Registration Statement described below in Section 9, this Debenture shall be    
automatically converted into (1) ____________ fully paid and nonassessable      
shares of common stock of the Company ("Common Stock"); (2) ____________ "A"    
Warrants, described below in Section 10(a); and (3) ____________ "B" Warrants,  
described below in Section 10(b).                                               
(b)  Mechanics of Conversion. Upon conversion, all obligations of the Company   
to pay principal and interest hereunder shall be extinguished. Upon conversion, 
the Holder of this Debenture shall surrender the Debenture during regular       
business hours at the office of the Company.                                    

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As promptly as practicable after the surrender of the Debenture as aforesaid,   
the Company shall deliver or cause to be delivered to the Holder a certificate  
or certificates for the number of fully paid and nonassessable shares of common 
stock issuable upon conversion of this Debenture. Such conversion shall be      
deemed to have been effected immediately prior to the close of business on the  
effective date of the Registration Statement, the Debenture shall be canceled   
and rendered null and void, (the "Date Of Conversion"), and at such time the    
rights of the Holder shall cease and the Holder shall be deemed to have become  
the holder of record of the shares and warrants issuable hereunder.             

(c)  Adjustments. If the Company shall effect any capital reorganization or any 
reclassification of the capital stock of the Company or in case of the          
consolidation or merger or exchange of the company with or into another         
corporation or the conveyance of all or substantially all of the assets of the  
Company to another corporation, the Holder of this Debenture shall be entitled  
to receive upon the conversion of the Debenture, that type and number of        
securities to which a holder of the number of shares of common stock into which 
this Debenture is convertible immediately prior to such event would have been   
entitled upon such reorganization, reclassification, consolidation, merger or   
conveyance; and, in any such case, appropriate adjustment, as determined by the 
Board of Directors, shall be made in the application of the provisions herein   
set forth with respect to the rights and interests thereafter of the holder of  
this Debenture, to the end that the provisions set forth herein shall           
thereafter be applicable, as nearly as reasonably may be, in relation to any    
shares of stock or other property thereafter deliverable upon the conversion of 
the Debenture. If the Company shall at any time subdivide its outstanding       
shares of Common Stock into a greater number of shares or pay a dividend in     
shares of common stock to the outstanding common stock, or combine the          
outstanding shares of common stock into a smaller number of shares, the         
conversion rate for this Debenture in effect immediately prior to such          
subdivision, dividend or combination shall be adjusted proportionately          
simultaneously with such event.                                                 

5.   Right to Redeem. At any time prior to the Maturity Date, the Company shall 
have the right to pre-pay this Debenture by paying the full amount of principal 
and the full amount of interest accrued as of the date of redemption. Upon      
redemption, the Company shall have no further obligations under this Debenture. 

6.   Reservation of Shares. The Company covenants and agrees that, during the   
period within which conversion rights represented by this Debenture may be      
exercised, the Company will at all times have authorized and reserved, solely   
for the purpose of such possible conversion, free from preemptive rights, out   
of its authorized but unissued shares, a sufficient number of shares of its     
common stock to provide for the exercise in full of the conversion rights       
represented by this Debenture. In accordance with and subject to applicable     
laws and regulations, the Company shall from time to time increase its number   
of authorized shares of common stock so as to maintain a number of such shares  
sufficient to permit the conversion of common stock if necessary to ensure such 
conversion.                                                                     

7.   Registration and Transfer of this Debenture. No right or interest in this  
Debenture may be transferred except to a successor by inheritance or intestate  
succession, and such successor shall, as a condition of succession, accept by   
written instrument reasonably acceptable to the Company each of the terms and   
conditions that govern this Debenture.                                          

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Without limiting the foregoing, neither this Debenture nor the stock issuable   
hereunder may be transferred for a period of twelve (12) months after the date  
of this Debenture or the issuance of stock hereunder unless permitted by the    
terms of this Debenture and applicable law.                                     

8.   Lost Documents. Upon receipt by the Company of evidence satisfactory to it 
of the loss, theft, destruction or mutilation of this Debenture or any          
Debentures exchanged for it, and (in case of loss, theft or destruction) of     
indemnity satisfactory to it, and upon reimbursement to the Company of all      
reasonable expenses incidental thereto, and upon surrender and cancellation of  
such Debenture, if mutilated, the Company will make and deliver in lieu of such 
Debenture a new Debenture of the same series and of like tenor and unpaid       
principal amount.                                                               

9.   Registration Rights.                                                       
(a)  The Company shall use reasonable best efforts to, within three (3) months  
from receipt thereof, include the shares of common stock issuable upon          
conversion of this Debenture in the next registration statement ("Registration  
Statement") filed with the Securities and Exchange Commission by the Company    
under the Securities Act, and have such Registration Statement declare          
effective no later than the first anniversary from the date hereof so that upon 
issuance the shares issuable hereunder will be freely tradable, provided that   
the Holder shall furnish to the Company all appropriate information in          
connection therewith as the Company may reasonably request.                     

(b)  The Company shall (1) bear the costs, expenses and fees incurred in        
connection with any such registration, excluding any broker fees, selling       
commissions and out of pocket costs and expenses of the Holder; (2) supply      
prospectuses and other documents as the Holder may reasonably request; (3) use  
its reasonable best efforts to register and qualify the shares issuable         
hereunder for sale in such states as the Holder designates; (4) do any and all  
other acts and things that may be necessary or desirable to enable Holder to    
consummate the public sale or other disposition of the shares issuable          
hereunder; and (5) enter into cross-indemnification arrangements with the       
Holder with respect to matters arising from such Registration Statement and     
public offering.                                                                

10.  Definitions. The term Holder means the Holder and each subsequent holder   
of this Debenture; and any consent, waiver or agreement in writing by the then  
Holder with respect to any matter or thing in connection with this Debenture,   
whether altering any provision hereof or otherwise, shall bind all subsequent   
holders of this Debenture.                                                      

(a)  "A" Warrant. An "A" Warrant confers on the Holder the right (but not the   
obligation) to buy a share of Common Stock at the opening bid price of the      
Company's or successor company's Common Stock in the first underwritten public  
offering following the Issue Date (the "Opening Price"), and may be exercised   
at any time after the first day of the seventh month following the Issue Date,  
and before the last day of the eighteenth month following the Issue Date. The   
Company shall have the right to redeem any "A" Warrant for $15.00 per share of  
Common Stock into which the "A" Warrant is convertible at any time.             

(b)  "B" Warrant. A "B" Warrant confers on the Holder the right (but not the    
obligation) to buy a share of Common Stock at the Opening Price plus $2, and    

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may be exercised at any time after the first day of the nineteenth month        
following the Issue Date, and before the last day of the thirtieth month        
following the Issue Date. The Company shall have the right to redeem any "B"    
Warrant for $20.00 per share of Common Stock into which the "B" Warrant is      
convertible at any time.                                                        

11.  Miscellaneous.                                                             
(a)  Transfer. No right or interest in this Debenture is transferable except as 
provided in Section 7. Upon automatic conversion, the shares issued upon        
cancellation of the Debenture will be fully tradable.                           

(b)  Notices. Any notice or communication to be given pursuant to this          
Debenture shall be in writing and shall be delivered in person or by certified  
mail, return receipt requested, in the United States mail, postage prepaid.     
Notices to the Company shall be addressed to the Company's principal office.    
Notices to the Holder shall be addressed to the Holder's address as reflected   
in the records of the Company. Notices shall be effective upon delivery in      
person, or, if mailed, at midnight on the fifth business day after mailing.     
(c)  Issue Tax. The issuance of certificates for shares of Common Stock upon    
the exercise of this Debenture shall be made without charge to the Holder for   
any issuance tax in respect thereof, provided that the Company shall not be     
required to pay any tax that may be payable in respect of any transfer involved 
in the issuance and delivery of any certificate in a name other than that of    
the Holder of the Debenture exercised.                                          

(d)  No Shareholder Rights. This Debenture shall not entitle the Holder to any  
voting rights or other rights as a shareholder of the Company.                  
(e)  Current Information. The Company shall cause copies of all financial       
statements and reports, proxy statements and other documents that are provided  
to its shareholders to be sent by first class mail, postage prepaid, on the     
date of mailing to such shareholders, to the Holder at the address reflected in 
the records of the Company.                                                     

(f)  Governing Law. This Debenture shall be governed by and construed in        
accordance with the laws of the State of Arizona.                               
(g)  Successors. The covenants, agreements and provisions of this Debenture     
shall bind the parties hereto and their respective successors and permitted     
assigns.                                                                        

(h)  Integrated Agreement; Modification. This Debenture is a complete statement 
of the agreement of the parties with respect to the subject matter hereof and   
may be modified only by written instrument executed by the parties.             
IN WITNESS WHEREOF, the Company has executed this Debenture as of the Issue     
Date.                                                                           

ATTEST:        SUNNCOMM, INC., a Nevada corporation                             

By:       By:                                                                   
_________________, Secretary            Name:  , President                

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[CAPTION]                                                                       
Exhibit 10.01 

Assignment

Inventor: John D. Aquilino                                                      

Title:    Copy Control System and Method                                        

WHEREAS, I, John D. Aquilino of Mesa, Arizona have invented certain new and     
useful improvements as described in a U.S. provisional patent application       
entitled Copy Control System and Method and being identifiable in the United    
States Patent and Trademark Office by Serial No. 60/207,201, filed May 25,      
2000; and                                                                       

WHEREAS, SunnComm, Inc. having offices at 668 North 44th Street, Phoenix,       
Arizona 85008 ("Assignee") is desirous of acquiring the entire right, title and 
interest in and to the invention, the application, and any and all Letters      
Patent or similar legal protection, foreign or domestic, to be obtained         
therefor;                                                                       

NOW, THEREFORE, in consideration of the sum of ten dollars ($10.00) and other   
good and valuable consideration, the receipt and adequacy of which is hereby    
acknowledged, I hereby transfer to Assignee, its successors and assigns, the    
entire right, title and interest in and to the invention throughout the world,  
the above-identified application, all corresponding domestic and foreign        
applications, all Letters Patent or similar legal protection issuing thereon,   
and all rights and benefits under any applicable treaty or convention; and I    
authorize the Commissioner of Patents and Trademarks of the United States or    
foreign equivalent thereof to issue the Letters Patent or similar legal         
protection to the Assignee.                                                     

I authorize the Assignee, its successors and assigns, or anyone it may properly 
designate, to apply for Letters Patent or similar legal protection, in its own  
name if desired, in any and all foreign countries.                              

I represent to the Assignee, its successors and assigns, that I have not and    
shall not execute any writing or do any act whatsoever conflicting with this    
Assignment. I, my executors or administrators, will at any time upon request,   
without additional consideration, but at the expense of the Assignee, its       
successors and assigns, execute such additional writings and do such additional 
acts as the Assignee, its successors and assigns, may deem desirable to perfect 
its enjoyment of this grant, and render all assistance in making application    
for and obtaining, maintaining, and enforcing the Letters Patent or similar     
legal protection on the invention in any and all countries.                     

______________________________                                                  
John D. Aquilino                                                                
______________________________                                                  
Date                                                        
STATE OF ______________  )                                                      
) ss.                         
County of ______________ )                                                      

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SUBSCRIBED AND SWORN TO before me a Notary Public, this ____ day of             
_______________________, 2001.                                                  

                       Notary Public
                                          (SEAL)

[CAPTION]                                                                       
Exhibit 10.01A                                                                  

CONSENT TO PATENT ASSIGNMENT                                                    

Equity Earnings Corp., doing business as Designer Products, being the exclusive 
marketing agent for John Aquilino with respect, inter alia, to an invention     
described in an application for Provisional Patent with the United States       
Patent and Trademark Office, Serial Number 60/207,201 relating to a "COPY       
CONTROL SYSTEM AND METHOD", hereby consents to the assignment of all rights,    
title, and interest in, and to, that invention, all know-how represented by     
that invention, and any past, present, or future rights of patent with respect  
to the invention to SunnComm, Inc.                                              

EQUITY EARNINGS CORP., doing business as Designer Products                      

By:  /s/   David Kreitzer                                                       
--------------------                                                  
David Kreitzer                                                        
Its:  Treasurer                                                       

STATE OF ARIZONA    )                                                           
)ss.                                    
County of Maricopa  )                                                           

The foregoing instrument was acknowledged before me this 27th day of February,  
2001, by David Kreitzer, Treasurer of Equity Earnings Corp., an Arizona         
corporation on behalf of Equity Earnings Corp.                                  

Notary Public                                                                   

My Commission Expires:                                                          

[CAPTION]                                                                       
Exhibit 10.02                                                                   

Assignment Agreement among the Company, Equity Earnings Corp. d.b.a   
Designer Products, and John D. Aquilino                                         

ASSIGNMENT AGREEMENT
between Designer Products 
and SunnComm, Inc.

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This Assignment Agreement (this "Agreement") is made between SunnComm, Inc., a  
corporation, with offices at 668 North 44th Street Suite 220 Phoenix, Arizona   
85008 (hereinafter referred to as "SunnComm"), and Equity Earnings, Corp.       
d.b.a. Designer Products, an Arizona Corporation, with offices at 6245 N.       
24th Parkway, Suite 215, Phoenix, AZ 85016, USA and John D. Aquilino            
(hereinafter collectively referred to as "DP") WHEREAS, DP represents that it   
exclusively owns all right, title and interest and to the new product invention 
relating to a "Data Copy Protection System and Method, docket# 35624-A14"       
(hereinafter also referred to as the "Property") by for which application for   
Letters of Patent of the United States have been drafted, and filed with the US 
Patent Office, of which invention and application and all rights in and thereto 
DP represent sole ownership in.                                                 

WHEREAS, DP represents that it has the sole right and authority to assign the   
herein-contained right under the Patents (as hereinafter defined) covering the  
certain invention relating to the Property and any reissues and extensions of   
the scope hereinafter granted WHEREAS, SunnComm is desirous of acquiring from   
DP all right, title and interest in the Property embodying the invention        
covered by said application for Letters Patent of the United States, for resale 
and sublicensing Worldwide;                                                     

WHEREAS, DP is willing to convey, sell, and transfer to SunnComm all right,     
title and interest in and to the Property upon the terms and conditions         
hereinafter recited;                                                            

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, 
terms, conditions, and agreements, hereinafter expressed, and other good and    
valuable consideration, the receipt and sufficiency for which is acknowledged,  
the parties agree as follows:                                                   

DEFINITIONS. As used in this Agreement:                                         

A. The word "Patent" shall mean and include:                                    

i. The application for United States Letters written by the Law Firm of Parsons 
& Goltry docket #35624-A14 regarding a "Data Copy Protection System and Method  
docket# 35624-A14" which has been files with the US Patent and Trademark        
Office.                                                                         

ii. Any reissues and extensions thereof;                                        

iii. Any continuation-in-part United States patent application (including       
divisions, continuations-in-whole or in-part, and (substitutes thereof or       
therefor) based in part on the above application which DP shall wish to file    
(of which DP shall promptly notify SunnComm) and which SunnComm shall thereupon 
elect to have added to the Patents (of which SunnComm shall promptly notify     
DP), any patent which shall issue on any such application, any reissues and     
extensions thereof.                                                             

B. The phrase "Valid Claim" shall mean:                                         

i. in the case of an application for letters patent (during the time such       
patent is pending as an application), a claim or part which shall not have been 

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finally rejected by an unappealed or unappealable decision of the Patent Office 
of the country in which such application is filed; and                          

ii. in the case of and issued and unexpired Letters Patent, a claim or part     
which shall not have been held invalid in an unappealed or unappealable         
decision of a court of competent jurisdiction.                                  

1. ASSIGNMENT. In accordance with this Agreement, DP will sell, convey,         
transfer and assign to SunnComm the Property and the Patent. DP will continue   
to prosecute all filed claims for SunnComm until all filed claims have been     
granted or denied by the US Patent and Trademark Office.                        

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2. COMPENSATION & SPECIAL RESTRICTIONS.                                         

Upon the signing of this Agreement the parties agree to the following:          

A. See Insert "A" attached.                                                     

B. SunnComm Agrees not to assign the asset to any third party for (5) five      
years unless written authorization to initiate such an assignment is given by   
DP.                                                                             

C. SunnComm agrees that should SunnComm become insolvent through bankruptcy or  
cease to function as a corporate entity through the closing of all offices,     
then SunnComm agrees that all intellectual property covered in this Assignment  
Agreement shall automatically revert to DP and that SunnComm shall execute any  
and all documents, instruments and assignment necessary to perfect this         
reversion.                                                                      

3. DURATION, DEFAULTS & TERMINATION. SunnComm and DP agree to abide by the      
obligations:                                                                    

A. This Agreement shall remain in effect for the lifetime of Patents, unless    
sooner terminated upon the mutual agreement of DP and SunnComm.                 

B. This Agreement shall expire simultaneously with the expiration of the        
longest-lived patent or the rejection or abandonment beyond further appeal of   
the last remaining patent application comprised within the patents, whichever   
occurs later, unless sooner terminated.                                         

C. If SunnComm fails to pay DP moneys or other consideration payable under the  
terms hereof, or if SunnComm violates or fails to keep or perform any other     
obligation, term, or condition, or covenant, hereof, or if SunnComm shall be    
adjudged bankrupt or become insolvent or make an assignment for the benefit of  
creditors, or be placed in the hands of a receiver or Trustee in bankruptcy,    
then DP may, at its option, cancel and terminate this Agreement by giving       
thirty (30) days written notice specifying default complained hereof, provided  
however, that if SunnComm shall, within such (30) thirty days cure the default  
complained of, then the notice shall cease to be operative and this Agreement   
shall continue in full force and effective as though such default had not       
occurred, and provided further that if SunnComm shall within such (30) days     

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notify DP in writing that it disputes the asserted default, the mater shall be  
submitted to arbitration a hereinafter provided.                                

D. Termination of this Agreement granted herein shall not relieve SunnComm of   
its obligations to pay DP moneys and any other consideration due and unpaid at  
the time of termination. Termination of this Agreement shall not impair or      
prejudice any cause of action or claim that one party may have against the      
other party for any breach of this Agreement.                                   

2. FOREIGN PATENTS. Should SunnComm desire foreign patent protection SunnComm   
may at its own expense pay to file for patents in specified country's of which  
these Patents will be assigned to SunnComm.                                     

3. ARBITRATION. All disputes under this Agreement that cannot be resolved by    
the parties shall be submitted to arbitration under the rules and regulations   
of the American Arbitration Association. Either party may invoke this paragraph 
after providing 30 days' written notice to the other party. All costs of        
arbitration shall be divided equally between the parties. Any award may be      
enforced by a court of law.                                                     

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4. TRANSFER OF. RIGHTS. This Agreement shall be binding on any successors of    
the parties. DP retains the right to assign its interests in this Agreement to  
any other party.                                                                

5. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the        
parties and there are no other promises or conditions in any other agreement    
whether oral or written. This Agreement supersedes any prior written or oral    
agreements between the parties.                                                 

6. AMENDMENT. This Agreement may be modified or amended, if the amendment is    
made in writing and is signed by both parties.                                  

7. SEVERABILITY. If any provision of this Agreement shall be held to be invalid 
or unenforceable for any reason, the remaining provisions shall continue to be  
valid and enforceable. If a court finds that any provision of this Agreement is 
invalid or unenforceable, but that by limiting such provision it would become   
valid or enforceable, then such provision shall be deemed to be written,        
construed, and enforced as so limited.                                          

8. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any      
provision of this Agreement shall not be construed as a waiver or limitation of 
that party's right to subsequently enforce and compel strict compliance with    
every provision of this Agreement.                                              

9. NOTICE. All correspondence such as purchase orders, statements, payments,    
notices, etc. shall be considered as so delivered to DP or SunnComm when sent   
by registered mail, postage prepaid, within (10) days' written notice thereof   
delivered to:                                                                   

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If for DP: Designer Products                                                    
Attn: President                                                                 
6245 N. 24th Parkway, Suite 215                                                 
Phoenix, AZ 85016                                                               

If for SunnComm: SunnComm, Inc.                                                 
Attn: President                                                                 
668 North 44th Street, Suite 220                                                
Phoenix, Arizona 85008                                                          

12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State   
of AZ.                                                                          

IN WITNESS WHEROF, the parties hereto have executed this Purchase Agreement, DP 
by causing it corporate seal to be hereunto affixed and duly attested, and      
SunnComm by causing it corporate seal to be hereunto affixed and duly attested, 
and these presents to be signed by its duly authorized officers, on the         
Effective Date first written above.                                             

Equity Earning Corp. d.b.a. Designer Products                                   

By: ____\s\______Dan B. Pool________ __05/26/00_______                          
Dan B. Pool Date                                                                

By: ___\ss______John D. Aquilino_____ ___05/23/00______                         
John D. Aquilino Date                                                           

SunnComm, Inc.                                                                  
By___\s\______Peter Jacobs ____ __05/23/00______                                
Peter Jacobs Date                                                               

IN WITNESS WHEREOF, the parties have hereunto caused their names to be          
subscribed, and have executed this Agreement in duplicate, each copy of which   
shall for all purposes be deemed original.                                      

[CAPTION]                                                                       
Exhibit 10.03                                                                   

ROYALTY ASSIGNMENT AGREEMENT                                                    

This ROYALTY ASSIGNMENT AGREEMENT (this "Agreement") is executed this 13th day  
of March, 2001, by JOHN AQUILINO ("Assignor") for the benefit of SUNNCOMM, INC, 
a Nevada corporation ("Assignee").                                              

AGREEMENT                                                                       

1.   For valuable consideration, Assignor hereby assigns, transfers and conveys 
to Assignee any and all of Assignor's right, title and interest in and to       
royalties and stock payable, or which may become payable, to Assignor pursuant  
to that certain Exclusive Marketing Agreement by and between Equity Earnings    
Corp., d/b/a Designer Products ("DP"), an Arizona corporation and Assignor,     

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dated April 3, 2000, in connection with that certain Assignment Agreement by    
and between DP, as assignor and Assignee, as assignee dated May 23, 2000.       

2.   This Agreement shall be governed by and construed in accordance with the   
laws of the State of Arizona.                                                   

3.   This Agreement may not be altered, modified or amended except by a written 
instrument executed by all parties hereto.                                      

IN WITNESS WHEREOF, this Agreement is entered into by the parties as of the     
date above written.                                                             

"ASSIGNOR"                                                                      

John                                                                            

[CAPTION]                                                                       
 Exhibit 10.04

MASTER DEVELOPMENT AGREEMENT
Agreement Number: 00080401
March 6, 2001 

THIS MASTER DEVELOPMENT AGREEMENT ("Agreement") is made and entered into this   
6th day of March, 2001 ("Effective Date") by SunnComm, Inc. (hereinafter        
"Sponsor"), a Nevada Corporation with offices at 668 North 44th Street, Suite   
220, Phoenix, AZ 85008, and BTEK Software, Inc. (hereinafter "Developer"), an   
Arizona Corporation with offices at 4636 East Elwood Street, Suite12, Phoenix,  
AZ 85040-1963.                                                                  

WITNESSETH THAT:                                                                

WHEREAS, Sponsor desires to engage Developer from time to time pursuant to one  
or more Work Statements ("Work Statement") to develop, create, test, and        
deliver certain programming materials as "works made for hire" as such term is  
defined in the U.S. Copyright Act, and to assign, convey and transfer to        
Sponsor any and all right, title and interest Developer may have in any and all 
intellectual property rights related thereto, including but not limited to,     
patent, copyright and trademark/trade secret rights, and Developer is           
interested in accepting such engagements and assigning, conveying and           
transferring such rights, subject to the parties' further agreement on the      
scope and terms of each such Work Statement; and                                

WHEREAS, Sponsor and Developer mutually desire to set forth in this Agreement   
certain terms and conditions applicable to all such engagements.                

NOW, THEREFORE, for and in consideration of the mutual promises and covenants   
contained herein, and for other good and valuable consideration, the receipt    
and sufficiency of which is hereby acknowledged, the parties agree as follows:  

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Section 1                                                                       

DEFINITIONS                                                                     
When used in this Agreement and in each Work Statement issued hereunder, the    
capitalized terms listed in this Section 1 shall have the following meanings:   

1.1  Code -- shall mean computer-programming code. If not otherwise specified,  
Code shall include both Object Code and Source Code. Code shall include any     
Maintenance Modifications or Basic Enhancements thereto created by Developer    
from time to time, and shall include Major Enhancements thereto when added to   
the Code in connection with a Work Statement issued hereunder.                  

1.1.1     Object Code -- shall mean the machine-readable form of the Code.      

1.1.2     Source Code -- shall mean the human-readable form of the Code and     
related system documentation including all comments and any procedural code     
such as job control language.                                                   

1.2  Confidential Information -- shall mean all: (i) non-public and/or          
proprietary information (including, without limitation, written, oral, visual   
or electronic information) owned, provided or disclosed by a disclosing party   
(regardless of whether in connection with this Agreement or otherwise),         
including, without limitation, trade secrets and formulae, (ii) all analyses,   
compilations, data, studies or other documents prepared by the recipient        
containing, or based in whole or part on, any such information, or reflecting   
its review of, interest in, or relationship with, the disclosing party and      
(iii) the terms of this Agreement.                                              

1.3  Deliverables -- shall mean all Code, Documentation, processes, systems,    
designs and other materials developed for or delivered to Sponsor by Developer  
under this Agreement and under any Work Statement issued hereunder, including   
any and all right, title and interest Developer may have in any intellectual    
property rights related thereto, including but not limited to, patent, and      
copyright                                                                       

1.4  Derivative Work -- shall mean a work that is based upon one or more        
preexisting works, such as a revision, modification, translation, abridgment,   
condensation, expansion, or any other form in which such preexisting works may  
be recast, transformed, or adapted, and that, if prepared without authorization 
of the owner of the copyright in such preexisting work, would constitute a      
copyright infringement. For purposes hereof, a Derivative Work shall also       
include any compilation that incorporates such a preexisting work.              
1.5  Documentation -- shall mean user manuals and other written materials that  
relate to particular Code, including materials useful for design (e.g., logic   
manuals, flow charts, and principles of operation). Documentation shall include 
any Maintenance Modifications or Basic Enhancements thereto created by          
Developer from time to time, and shall include Major Enhancements thereto when  
added to the Documentation in connection with a Work Statement issued           
hereunder.                                                                      

1.6  Enhancements -- shall mean changes or additions, other than Maintenance    
Modifications, to Code and related Documentation, including all new releases,   
that improve functions, add new functions, or significantly improve performance 
by changes in system design or coding.                                          

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1.6.1     Basic Enhancements -- shall mean any Enhancements that are not Major  
Enhancements.                                                                   

1.6.2     Major Enhancements -- shall mean changes or additions to Code and     
related Documentation that (1) have a value and utility separate from the use   
of the Code and Documentation; (2) as a practical matter, may be priced and     
offered separately from the Code and Documentation; and (3) are not made        
available to any of Developer's customers without separate charge.              
1.7  Error -- shall mean any error, problem, or defect resulting from (1) an    
incorrect functioning of Code, or (2) an incorrect or incomplete statement of   
diagram in Documentation, if such an error, problem, or defect renders the Code 
inoperable, causes the Code to fail to meet the specifications thereof, causes  
the Documentation to be inaccurate or incomplete in any material respect,       
causes incorrect results, or causes incorrect functions to occur when any such  
materials are used.                                                             

1.8  Maintenance Modifications -- shall mean any modifications or revisions,    
other than Enhancements, to Code or Documentation that correct Errors, support  
new releases of the operating systems with which the Code is designed to        
operate, support new input/output (I/O) devices, or provide other incidental    
updates and corrections.                                                        

1.9  Discoveries -- shall mean any and all inventions, discoveries,             
improvements, designs, methods, systems, developments, know-how, ideas,         
suggestions, devices, trade secrets resulting from this Agreement and/or any    
Work Statement.                                                                 

1.10 Net Factory Sales Price - shall mean the gross retail selling price of     
each single Deliverable less:                                                   

(i)  import and export taxes, and excise and other sales taxes;                 

(ii) refunds for returned goods;                                                

(iii)     custom duties;                                                        

(iv) insurance and transportation costs, if separately billed, from the place   
of manufacture if in the U.S., or from the place of importation if manufactured 
abroad, to custom's premises or next point of distribution or sale; and         
(v)  if Products are made abroad, less trade discounts actually allowed but not 
including advertising allowances or fees or commissions paid to employees or    
agents of Sponsor.                                                              

1.11 Sales - shall occur when Sponsor renders its invoice to any purchaser or   
recipient, whether or not paid when shipped, unless payment in full or partial  
is received by Sponsor in advance of such shipment or delivery, in which case a 
sale is made when such shipment is received.                                    

1.12 Work Statement -- shall mean a purchase offer of Sponsor, a proposal of    
Developer, or another written instrument that meets the following requirements: 

1.   Includes substantially the following statement: "This is Work Statement    
Attachment XX under Master Development Agreement No 00080401                    

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2.   Is signed on behalf of both parties by their authorized representatives    

3.   Contains the following five mandatory items:                               

1)   Description and/or specifications of the services to be performed and the  
Deliverables to be delivered to Sponsor;                                        

2)   The name and address of a Technical Coordinator for each of Sponsor and    
Developer;                                                                      

3)   The amount, schedule, and method of payment;                               

4)   The time schedule for performance and for delivery of the Deliverables;    
and                                                                             
5)   Completion and acceptance criteria for the Deliverables.                   

In addition, when applicable, the Work Statement may include:                   

1)   Provisions for written and/or oral progress reports by the Developer;      
2)   Detailed functional and technical specifications and standards for all     
services and Deliverables, including quality standards;                         

3)   Documentation standards;                                                   

4)   Lists of any special equipment to be procured by Developer or provided by  
Sponsor for use in performance of the work;                                     

5)   Test plans and scripts; and                                                

6)   Such other terms and conditions as may be mutually agreeable between       
parties.                                                                        

In the event of conflicting or ambiguous terms and conditions between this      
Agreement and the Work Statement, subject Agreement shall control.              

Section 2                                                                       
CONTRACT ADMINISTRATION                                                         

2.1  Contract Coordinator. Upon execution of this Agreement, each party shall   
notify the other party of the name, business address, and telephone number of   
its contract coordinator (hereinafter "Contract Coordinator"). The Contract     
Coordinators of each party shall be responsible for arranging all meetings,     
visits, and consultations between the parties that are of a non-technical       
nature. The Contract Coordinators shall also be responsible for receiving all   
notices under this Agreement and for all administrative matters such as         
invoices, payments, and amendments.                                             

2.2  Issuance of Work Statements. The initial Work Statement(s) agreed to by    
the parties are set forth as attachments to this Agreement. Additional Work     
Statements, regardless of whether they relate to the same subject matter as the 
initial Work Statement(s), shall become effective, subject to Section 1.12,     
upon written execution by authorized representatives of both parties.           

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Section 3                                                                       
CHANGES                                                                         
Changes in any Work Statement or in any of the Specifications or Deliverables   
under any Work Statement shall become effective only when authorized            
representatives of both parties execute a written change request.               

Section 4                                                                       
NOTICE OF DELAY                                                                 
Developer agrees to notify Sponsor promptly of any factor, occurrence, or event 
coming to its attention that may affect Developer's ability to substantially    
perform any Work Statement issued under this Agreement, or that is likely to    
occasion any material delay in delivery of Deliverables. Such notice shall be   
given in the event of any loss or reassignment of key employees, threat of      
strike, or major equipment failure.                                             

Section 5                                                                       
COMPENSATION                                                                    
Amounts and modes of payment for all services to be performed and Deliverables  
shall be set forth in each Work Statement. The parties shall agree to use one   
of the following modes of payment:                                              

5.1  Fixed Price. If Developer quotes a price for particular services or        
Deliverables and such price is specified without qualification in the           
applicable Work Statement, the amount quoted shall be deemed a fixed price      
("Fixed Price"). Unless the Work Statement provides for progress payments or    
deferral of payment after completion, Sponsor shall pay the full amount of the  
Fixed Price upon Developer's satisfactory completion of the specified services  
or upon Sponsor's acceptance of particular Deliverables. A Work Statement may   
alternatively provide for payment to be based on a Fixed Price for certain      
services to be rendered over a specified period of time. Unless otherwise       
specified in the Work Statement, such payment for periodic services shall       
accrue on a monthly basis and be prorated for any partial periods.              

5.2  Time and Materials. For services and Deliverables that are not suitable    
for payment on the basis of a Fixed Price, the Work Statement may provide for   
payment on the basis of time and materials ("Time and Materials"). Payment      
under this method shall be determined according to the hourly rates set for     
Developer's employees by skill level in the Statement of Rates set forth on an  
Attachment to the Work Statement. The Statement of Rates differentiates the     
employees of Developer assigned to Work Statements issued hereunder according   
to their skill level as a "designer architect," "software engineer,"            
"programmer," "programmer trainee," "administrative support clerk," or          
"technical writer."                                                             

5.3  Time and Materials Subject to Fixed Ceiling. For certain Work Statements,  
Time and Materials charges pursuant to the Statement of Rates may be authorized 
subject to a maximum aggregate amount, designated as the "level of effort"      
expected or imposed for particular services or Deliverables. Developer shall    
use all reasonable effort to complete the specified services and/or             
Deliverables for no more than such aggregate amount. Further, should Developer  
determine at any time that it might be necessary to exceed such aggregate       
amount; Developer shall immediately notify Sponsor in writing. In such notice,  
Developer shall set forth Developer's best estimate of the cost to complete the 
pertinent services and/or Deliverables.                                         

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Following receipt of such notice, Sponsor shall either instruct Developer to    
halt work with respect to such services and/or Deliverables, to continue on a   
Time and Material basis, or to suspend work pending further negotiation of a    
Fixed Price for completion.                                                     
5.4  Sales Royalty. At the election of the parties, the Work Statement may      
provide for payment based upon a certain percentage of sales ("Sales Royalty")  
wherein Sponsor agrees to pay to Developer a percent of the Net Factory Sales   
Price on all Sales or other disposition of the Deliverables per the work        
statement.                                                                      

5.5  Statement of Rates. The hourly rates prescribed by the Statement of Rates  
shall be in lieu of compensation or reimbursement for any costs or burden       
incurred by Developer, including (without limitation) occupancy, supplies,      
utilities, payroll, management, and overhead. Rates quoted by Developer in its  
Statement of Rates are subject to change upon 30 days' advance notice, provided 
that any such change shall have no effect upon rates or charges for work        
already rendered or scheduled to be rendered within Thirty- (30) days of the    
issuance of such notice.                                                        

Section 6                                                                       
INVOICING                                                                       
Developer shall submit invoices to Sponsor for payment for work and/or          
Deliverables at such time or times as payment becomes due under each Work       
Statement. Invoices shall be due within 15 days of receipt, shall be addressed  
to Sponsor's Contract Coordinator, and shall be submitted no more frequently    
than monthly for charges due or accruing in each calendar month. All invoices   
shall specifically refer to the Work Statement to which they relate. An         
Administrative charge of 5% of the invoice shall be charged if not paid within  
10 days.                                                                        

Section 7                                                                       
EXPENSES                                                                        
Except as expressly agreed otherwise by Sponsor in a Work Statement, Developer  
shall bear all of its own expenses arising from its performance of its          
obligations under this Agreement and each Work Statement issued hereunder,      
including (without limitation) expenses for facilities, work spaces, utilities, 
management, clerical and reproduction services, supplies, and the like.         

Section 8                                                                       
SITE VISITS                                                                     
Developer shall, from time to time and upon reasonable notice, allow access to  
its premises during normal business hours by Sponsor for purposes of design     
review, "walkthroughs," and discussions between Sponsor and Developer's         
management concerning the status and conduct of work being performed under any  
Work Statements issued hereunder; provided, however, all information to which   
Sponsor is permitted access to shall be deemed Confidential Information and     
treated as such in accordance with the provisions of Section 11 of this         
Agreement.                                                                      

Section 9                                                                       
DELIVERY AND ACCEPTANCE                                                         
Developer shall deliver all Deliverables, upon completion, to Sponsor's         
Technical Coordinator for testing and acceptance. Developer shall memorialize   
such delivery in a Delivery Confirmation that sets forth the nature and         

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condition of the Deliverables, the medium of delivery, and the date of their    
delivery. Sponsor's Contract Coordinator shall countersign such Delivery        
Confirmation so as to indicate its receipt of the contents described therein,   
and the Delivery Confirmation shall thereupon be transmitted to the parties'    
Contract Coordinators. Unless a different procedure for testing and acceptance  
is set forth in a Work Statement, Sponsor's Technical Coordinator shall         
commence acceptance testing following its receipt of the Deliverables. Upon     
completion of such testing, Sponsor shall issue to Developer's Technical        
Coordinator within the time indicated in the Work Statement for acceptance, a   
notice of acceptance or rejection of the Deliverables. In the event of          
rejection, Sponsor shall give its reasons for rejection to Developer's          
Technical Coordinator in reasonable detail. Developer shall use all reasonable  
effort to correct any deficiencies or nonconformity's and resubmit the rejected 
items as promptly as possible.                                                  

Section 10                                                                      
OWNERSHIP AND RIGHTS                                                            
10.1 Work-for-Hire. Developer agrees that the Deliverable(s) have been          
specially ordered or commissioned by Sponsor, and accordingly, that said        
Deliverables shall be considered a "work made for hire" as contemplated by 17   
U.S.C. 101 et seq.; and that Sponsor shall be considered the author of the      
Deliverables and by virtue of this writing, the Deliverable is the sole         
property of Sponsor free and clear from all claims of any nature relating to    
Developer's contributions, including the right to copyright same in the name of 
Sponsor as author and proprietor thereof and any termination rights thereto. In 
the event that: (a) the Deliverable is determined by a court of competent       
jurisdiction not to be a work made for hire and/or (b) there are any rights     
which do not accrue to Sponsor as a work made for hire, this Agreement shall    
operate as an irrevocable grant, transfer, sale and assignment to Sponsor of    
all right, title and interest, including all copyrights (and all renewals,      
extensions and revisions thereof) in the aforesaid Deliverable, in any media    
and for any purpose now or hereafter known.                                     

10.2 Underlying Technology. Notwithstanding anything to the contrary contained  
herein, the Deliverables shall include the software, technology and/or code     
created by Developer, except to the extent such software, technology and/or     
code is subject to the rights of third parties. Further, it is expressly        
understood that Developer hereby transfers any and all of its right, title and  
interest in and tothe underlying technology, know-how, trade secrets or         
processes associated with the Work, including but not limited to any and all    
patent rights pertaining thereto.                                               

Section 11                                                                      
CONFIDENTIAL INFORMATION                                                        
11.1 No Confidential Information of Developer Unless Specified. It is           
understood and agreed that Sponsor does not wish to receive from Developer any  
Confidential Information of Developer or of any third party and any information 
provided to Sponsor in the course of entering into this Agreement or any Work   
Statement or performing work under any Work Statement issued hereunder shall    
not be deemed Confidential Information of Developer unless specifically         
identified as Confidential Information by Developer. In such case, Developer    
shall designate such information as Confidential Information upon or prior to   
disclosure. All materials containing confidential information must have a       
restrictive marking of the disclosure at the time of disclosure, or if          

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disclosed orally, identified as confidential at the time of disclosure.         
Notwithstanding the foregoing, all information disclosed by authorized access   
to a database, internal web site, server or computer network is Confidential    
Information. With respect to any Confidential Information of Developer          
delivered or divulged to Sponsor, Sponsor shall accord such Confidential        
Information the same protection it accords its own Confidential Information,    
but in no event less than a reasonable standard of care.                        

11.2 Confidential Information of Sponsor. From time to time Sponsor may provide 
its own Confidential Information to Developer in connection with the work to be 
performed by Developer under Work Statements issued hereunder. Sponsor shall    
designate such information as Confidential Information upon or prior to         
disclosure in accord with Section 11.1 above. In addition, the preparation and  
specifications of the Deliverables shall in all instances be treated as         
confidential. With respect to any Confidential Information of Sponsor delivered 
or divulged to Developer, Developer shall accord such Confidential Information  
the same protection it accords its own Confidential Information, but in no      
event less than a reasonable standard of care.                                  

11.3 Nondisclosure and Use. This section shall apply to all Confidential        
Information disclosed during the period that begins on the Effective Date       
hereof and ends five (5) years thereafter. For the term of this Agreement, the  
parties shall (i) use the same care and discretion to avoid disclosure of the   
Confidential Information as they would use with their own similar information   
that they did not want disclosed or used improperly; (ii) shall not disclose    
any information to third parties; and (iii) shall use the Confidential          
Information only in connection with the express purpose of this Agreement and   
all Work Statements.                                                            

The parties agree to exert best commercial efforts: (i) not to make public or   
authorize any disclosure or publication of Confidential Information, except as  
expressly agreed to in writing; (ii) to take all reasonable and necessary steps 
to enforce this Agreement and to assure that all principals, officers, agents,  
employees, representatives, consultants or any other persons affiliated in any  
manner with the parties do not disclose, or make public, or authorize any       
disclosure or publication of any Confidential Information; (iii) not to use the 
Confidential Information for any purpose other than the purposes related to     
this Agreement and Work Statements; (iv) to advise each other in writing of any 
misappropriation or misuse by any person or entity of Confidential Information  
immediately upon the notice thereof.                                            

The parties may disclose the Confidential Information to their respective       
officers, principals and employees only to the limited extent necessary to      
affect the purpose of this Agreement and Work Statements. To the extent that    
the parties desire to make disclosure to any persons other than its officers,   
principals or employees, as a condition precedent to disclosure, said disclosee 
must execute a confidentiality/non-use agreement in a form substantially        
similar to this Agreement.                                                      

11.4 Exceptions. Notwithstanding the provisions of Sections 11.1, 11.2 and      
11.3, the receiving party shall have no liability to the disclosing party with  
regard to Confidential Information which:                                       

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1.   was generally known and available in the public domain at the time it was  
disclosed or becomes generally known and available in the public domain through 
no fault of the receiving party;                                                

2.   was known to the receiving party at the time of disclosure as shown by the 
files of the receiving party in existence at the time of disclosure;            
3.   is disclosed with the prior written approval of the disclosing party;      
4.   was independently developed by the receiving party (or by its employees or 
agents who have not been exposed to such Confidential Information) without any  
use of Confidential Information;                                                

5.   becomes known to the receiving party from a source other than the          
disclosing party without breach of this Agreement by the receiving party and    
otherwise not in violation of the disclosing party's rights; or                 
6.   is disclosed pursuant to the order or requirement of a court,              
administrative agency, or other governmental body; provided, that the receiving 
party shall provide prompt, advance notice thereof to enable the disclosing     
party to seek a protective order or otherwise prevent such disclosure and the   
disclosure shall be only to the extent of the order or requirement.             

Section 12                                                                      
WARRANTIES                                                                      
12.1 Warranties. Developer represents and warrants that the Deliverables shall: 
meet or exceed any specifications referred to in any Work Statement; be of      
merchantable quality; be free from all material defects in material and         
workmanship; and shall not infringe upon nor be subject to the rights of any    
third parties. Developer further represents and warrants that it has the right  
and authority to convey to Sponsor all intellectual property rights             
contemplated hereunder free and clear of any and all liens and encumbrances.    
The exclusive remedy for breach of this warranty shall be repair or replacement 
of the affected Deliverables, at Developer's option.                            

Any warranties in this Section 12 are to the Sponsor only, and are contingent   
upon the proper use for which the Deliverables are intended, and do not cover   
Deliverables which have been modified in any way.                               

EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, AND EXCEPT AS TO TITLE, THERE ARE  
NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, DESIGN,    
FUNCTIONING, OF SPONSOR'S OR ANY SUBSEQUENT PURCHASER'S USE, MERCHANTABILITY,   
FITNESS FOR ANY PURPOSE OR USE OF THIS PRODUCT, FREEDOM FROM INFRINGEMENT OR    
ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THIS PRODUCT.   
DEVELOPER SHALL NOT BE LIABLE TO SPONSOR OR ANY SUBSEQUENT PURCHASER FOR ANY    
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LIABILITY, LOSS OR      
DAMAGE, INCLUDING, WITHOUT LIMITATION (INCLUDING STRICT LIABILITY AND TORT)     
CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE USE OR INABILITY TO USE THE        
PRODUCT.                                                                        

Section 13                                                                      
TERM AND TERMINATION                                                            
13.1 Term of Agreement. This Agreement shall be effective upon the date         
specified at the beginning hereof and shall remain in force for a period of Six 
(6) months, unless otherwise terminated as provided herein. However, this       
Agreement shall continue to remain in effect with respect to any Work           

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Statements already issued hereunder at the time of such termination, until such 
Work Statements are themselves terminated and performance thereunder is         
completed.                                                                      

13.2 Termination of Agreement. Either party may terminate this Agreement upon   
not less than 15 days notice to the other party. However, this Agreement shall  
continue to remain in effect with respect to any Work Statement already issued  
hereunder until such other Work Statement is itself terminated and/or           
performance thereunder is completed.                                            

13.3 Survival. In the event of any termination of this Agreement, Sections, 10  
through 15 hereof shall survive and continue in effect and shall inure to the   
benefit of and be binding upon the parties and their legal representatives,     
heirs, successors, and assigns.                                                 

Section 14                                                                      
INDEMNIFICATION                                                                 
14.1 Indemnification of Developer by Sponsor. Sponsor shall hold Developer      
harmless from and indemnify and defend Developer and Developer's subsidiaries,  
affiliates, respective directors, officers, employees, agents and assigns from  
and against any suits, actions, claims, losses, demands, damages, liabilities   
and causes of action of every kind or character and nature as well as costs and 
expenses incident thereto (including reasonable attorneys' fees) arising out of 
Sponsor's business relationship with Designer Products, Inc., whether or not    
related to this Agreement.                                                      

Section 15                                                                      
MISCELLANEOUS                                                                   
15.1 Force Majeure. Neither party hereto shall be responsible for any failures  
to perform its obligations under this Agreement (other than obligations to pay  
money) caused by an event reasonably beyond its control, including but not      
limited to, wars, riots, labor strikes, natural disasters, or any law,          
regulation, ordinance, or other act or order of any court, government, or       
governmental agency. Obligations hereunder, however, shall in no event be       
excused but shall be suspended only until the cessation of any cause of such    
failure. In the event that such force majeure should obstruct performance of    
the Agreement for more than one (1) month, the parties hereto shall consult     
with each other to determine whether this Agreement should be modified. The     
party facing an event of force majeure shall use its best endeavors in order to 
remedy that situation as well as to minimize its effects. A party experiencing  
an event of force majeure shall notify the other party as soon as possible      
after its occurrence.                                                           

15.2 No Agency. Developer, in rendering performance under Work Statements       
issued hereunder from time to time, is acting solely as an independent          
contractor. Sponsor does not undertake by this Agreement or otherwise to        
perform any obligation of Developer, whether by regulation or contract. In no   
way is Developer to be construed as the agent or to be acting as the agent of   
Sponsor in any respect, any other provisions of this Agreement or any Work      
Statements issued hereunder notwithstanding.                                    

15.3 Multiple Counterparts. This Agreement may be executed in several           
counterparts, all of which taken together shall constitute one single Agreement 
between the parties.                                                            

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15.4 Section Headings; Exhibits. The section and subsection headings used       
herein are for reference and convenience only, and shall not enter into the     
interpretation hereof. The exhibits referred to herein and attached hereto, or  
to be attached hereto, including all Work Statements issued hereunder from time 
to time, are incorporated herein to the same extent as if set forth in full     
herein.                                                                         

15.5 Required Approvals/Further Instruments. Where agreement, approval,         
acceptance, or consent by either party is required by any provision of this     
Agreement, such action shall not be unreasonably delayed or withheld. Developer 
shall execute such further assignments, instruments and documents upon the      
request of Sponsor as may be reasonably necessary to effectuate the             
transactions contemplated under this Agreement.                                 

15.6 No Waiver. No delay or omission by either party hereto to exercise any     
right or power occurring upon any noncompliance or default by the other party   
with respect to any of the terms of this Agreement shall impair any such right  
or power or be construed to be a waiver thereof. A waiver by either of the      
parties hereto of any of the covenants, conditions, or agreements to be         
performed by the other shall not be construed to be a waiver of any succeeding  
breach thereof or of any covenant, condition, or agreement herein contained.    
Unless stated otherwise, all remedies provided for in this Agreement shall be   
cumulative and in addition to and not in lieu of any other remedies available   
to either party at law, in equity, or otherwise.                                

15.7 Authority of Developer. Developer has the sole right and obligation to     
supervise, manage, contract, direct, procure, perform, or cause to be performed 
all work to be carried out by Developer hereunder unless otherwise provided     
herein.                                                                         

15.8 Governing Law. This Agreement shall be governed by and construed in        
accordance with the laws of the State of Arizona.                               

15.9 Entire Agreement. This Agreement and the exhibits annexed hereto, together 
with the Work Statements issued from time to time hereunder, constitute the     
entire agreement between the parties. No change, waiver, or discharge hereof    
shall be valid unless it is in writing and is executed by the party against     
whom such change, waiver, or discharge is sought to be enforced.                

15.10     Notices. Under this Agreement if one party is required to give notice 
to the other, such notice shall be deemed given if mailed by U.S. mail,         
certified first class, postage prepaid, and addressed as follows:               

SunnComm, Inc., 668 North 44th Street, Suite 220, Phoenix, AZ 85008             
With a copy to: Gammage & Burnham, P.L.C., Two North Central Avenue, 18th       
Floor, Phoenix, Arizona 85004, Attention: William D. O'Neal, Esq.               
BTEK Software, Inc., 4636 East Elwood Street, Suite12, Phoenix, AZ 85040-1963   
With a copy to : Greenberg Traurig LLP, One East Camelback Road, Suite          
1100, Phoenix, AZ 85012, Attention: John Burton, Esq.                           

15.11     No Assignment. Neither party may, without the prior written consent   
of the other party, assign or transfer this Agreement or any obligation         
incurred hereunder, except by merger, reorganization, consolidation, or sale of 
all or substantially all of such party's assets. Any attempt to do so in        
contravention of this Section shall be void and of no force and effect.         

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15.12     Compliance With Laws. Sponsor shall insure compliance with all laws   
and regulations applicable to this Agreement or performance under this          
Agreement, including, but not limited to, all local laws and regulations        
governing import/export, business practices (including advertising,             
competition/antitrust and the United States Foreign Practices Act), language    
requirements, product safety, consumer and purchaser protection and warranty.   
Sponsor shall be responsible for obtaining all approvals from governmental or   
other authorities, including without limitation, export licenses, in connection 
with this Agreement and any performance hereunder. The Sponsor shall be         
responsible for the payment of all costs of compliance, levies, taxes, fees or  
other obligations (including damages and/or fines). The Sponsor shall           
immediately notify Developer of all legal obligations or requirements and       
obtain Developer's prior approval of the Sponsor's plan for compliance.         

IN WITNESS THEREOF, Sponsor and Developer have caused this Agreement to be      
signed and delivered by their duly authorized officers, all as of the date      
first hereinabove written.                                                      

SPONSOR   DEVELOPER                                                             
SUNNCOMM, INC. BTEK SOFTWARE, INC.                                              

By:_________________________________    By:_________________________________    
John D. Aquilino, Chairman            Stanley Babowicz, President     

Date: _____________________________     Date: ______________________________    

Attachment 01 to Master Development Agreement # 00080401
WORK STATEMENT
0008040101                                                                      
Title: CD Software Sentinel                                                     
Date:  March 6, 2001                                                            

1.   GENERAL                                                                    
This is Work Statement Attachment 01 under Master Development Agreement No.     
00080401.                                                                       

Parties in Agreement:                                                           
-The Sponsor, SunnComm, Inc. at 668 North 44th Street, Suite 220, Phoenix, AZ   
85008                                                                           

- The Developer, BTEK Software, Inc. at 4636 East Elwood Street, Suite12,       
Phoenix, AZ 85040-1963                                                          

2.   NAMES OF TECHNICAL COORDINATORS                                            
SunnComm, Inc.                                                        
John D. Aquilino                                                      
602-267-7500                                                          
BTEK Software, Inc.                                                   
Stanley Babowicz                                                      
480-303-9394                                                          

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3.   SUMMARY OF PURPOSE FOR STATEMENT OF WORK                                   
General description of work or services:                                        
-This effort consists of Software Programming and is classified as work made    
for hire.                                                                       

4.   IDENTIFICATION OF PRE-EXISTING WORKS                                       
None                                                                            

5.   EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY SPONSOR, IF ANY                
CD-Players, DVD Players, CD Recorders, Mastering equipment, and any other       
equipment deemed necessary by sponsor and developer for testing.                

6.   OTHER DEVELOPER RESOURCES                                                  
None                                                                            

7.   DESCRIPTION OF DELIVERABLES                                                
For purposes of this Work Statement, Deliverables and "Product" shall have the  
same meaning.                                                                   

7.1  SUNNCOMM WAV CIPHER                                                        
a.   Design and development of software program or programs containing          
proprietary encryption software that will encrypt selected files at a separate  
location causing said files to be encrypted and protected. The program(s) shall 
work in:  Windows (2000, NT, 98, 95) Mac OS 8.5, Linux 6.2, .WAV audio files    
44.1Mhz 16 bit Stereo Redbook PCM.                                              
b.   Design and development of proprietary encryption cipher that will encrypt  
and protect the executable of the program described herein.                     

7.2  SUNNCOMM SENTINEL COPY PROTECTION                                          
a.   Design and development of software program or programs containing          
proprietary CD audio copy protection for .WAV audio files 44.1Mhz 16 bit Stereo 
Redbook PCM. The specification produced will be used to produce music CD's in   
large quantities.                                                               

7.3  SUNNCOMM SENTINEL                                                          
a.   Design and development of software program or programs that will let the   
user choose the proprietary encrypted files, create a custom play list, decrypt 
the files and write them in a single stream to most standard CD-R Drives in any 
order they wish. Design and development of an authorization code scheme         
allowing the end user to create multiple copies will be placed into the         
software. The audio files shall be able to be played in most currently          
available Compact disk players. The program(s) shall work in: Windows (2000,    
NT, 98, 95) Mac OS 8.5, Linux 6.2. .WAV audio files 44.1Mhz 16 bit Stereo       
Redbook PCM.                                                                    

b.   Design and development of software program or programs containing          
proprietary Copy Protection method allowing for multiple levels of copy         
protection to be added to the CD-R to prevent the copying of files or the       
duplication of the disk. The program(s) shall work in: Windows (2000, NT, 98,   
95) Mac OS 8.5, Linux 6.2, .WAV audio files 44.1Mhz 16 bit Stereo Redbook PCM.  
c.   Design and development of proprietary encryption cipher that will encrypt  
and protect the executable of the programs described herein.                    

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7.4  SUNNCOMM PLAYER                                                            
a.   Design and development of software program or programs containing a        
proprietary code to "play" the SunnComm Wav Cipher encrypted files that reside  
on the local system. This program should decrypt the selected files on the fly, 
(in real time) in small intervals allowing the end user to listen to the        
program material. The purpose of the software should be to allow the end user   
the ability to listen to the music they have purchased on their personal        
computer while maintaining the integrity of the security protecting the data.   
The program(s) shall work in: Windows (2000, NT, 98, 95) .WAV audio files       
44.1Mhz 16 bit Stereo Redbook PCM.                                              

b.   Design and development of proprietary encryption cipher that will encrypt  
and protect the executable of the program described herein.                     

8.   CONSIDERATION TO DEVELOPER                                                 

a.   In accordance with Section 5.1 of the Master Development Agreement No.     
00080401, Sponsor agrees to pay Developer a Fixed Price in the amount of eight  
hundred seventy nine thousand dollars ($879,000.00) as partial consideration    
for the services rendered by Developer under Work Statement No. 0008040101.     

b. Additionally and in accord with Section 5.4 of the Master Development        
Agreement referenced in Section 8(a) above, Sponsor agrees to pay Developer one 
percent (1%) of the Net Factory Sales Price on all Sales or other disposition   
of the Deliverables.                                                            

c.   Sponsor agrees to grant stock options pursuant to Section 12 of this Work  
Statement.                                                                      

9.   TERMINATION:                                                               

This Work Statement may be terminated by mutual consent of both parties by not  
less than thirty, (30) days written notice delivered in accordance with Section 
13 of the Agreement. If terminated by Developer prior to final delivery,        
Developer shall refund the pro-rata balance of payments made in advance.        
Developer shall further deliver all work completed to that point including any  
and all documentation.                                                          

10.  PAYMENT SCHEDULE                                                           

As of March 1, 2001 Developer has received a total payment of $237,500.00. This 
contract will commence upon delivery of the signed work statement with          
additional payments to be made in accordance with the following payment         
schedule:                                                                       

SunnComm, Inc. Payment Schedule                                                 
Fixed Price Portion of Work Statement #0008040101                               
Payable to BTEK software, Inc.                                                  

Fixed Price Amount                                                              

$879,000.00                                                                     

Amount Received as of March 1, 2001               $237,500.00                   

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Balance Due Work Statement #0008040101            $641,500.00                   

Payment Schedule for March 2001                                                 
through May 2001                                                              

Mar-2001$25,000.00                                                              
Apr-2001$25,000.00                                                              
May-2001                                                                        

Promisory Note                                     $97,500.00                   

Paid by May 30, 2001                              $147,500.00                   

Balance Due as of June 1, 2001                    $494,000.00                   

Payment Schedule for June 2001 through April 2002                               

Jun-2001                   $35,000.00                                           
Jul-2001                   $35,000.00                                           
Aug-2001                   $40,000.00                                           
Sep-2001                   $40,000.00                                           
Oct-2001                   $47,000.00                                           
Nov-2001                   $47,000.00                                           
Dec-2001                   $50,000.00                                           
Jan-2002                   $50,000.00                                           
Feb-2002                   $50,000.00                                           
Mar-2002                   $50,000.00                                           
Apr-2002                   $50,000.00                                           

11.  SCHEDULE AND PERFORMANCE CRITERIA                                          

a.   Developer will provide finalized schedules within thirty- (30) working     
days of the execution hereof, which schedule Sponsor shall approve.             

b.   Developer will provide to Sponsor, via electronic communications, weekly   
status updates.                                                                 

c.   Developer and Sponsor shall meet bi-monthly at a time and place to be      
mutually agreed upon.                                                           

12.  STOCK OPTIONS                                                              

Sponsor agrees to grant to below-designated employees of Developer the          
below-identified numbers of Sponsor's restricted common stock upon achievement  
of certain milestones as follows:                                               

a.   To Mr. Stanley Babowicz                                                    

500,000 shares upon execution of this Agreement                                 
250,000 shares upon successful final testing and unit integration               
250,000 shares upon completion of deployment                                    

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b.   To Sandra Yvonne Walters                                                   
75,000 shares upon execution of this Agreement                                  
37,500 shares upon successful final testing and unit integration                
37,500 shares upon completion of deployment                                     

c.   To Gail Janine Brown                                                       
12,500 shares upon execution of this Agreement                                  
12,500 shares upon successful final testing and unit integration                
. All shares shall bear a restrictive legend in accordance with the rules and 
regulations of the Securities and Exchange Commission. Said shares mentioned in 
12a,b,c in this paragraph shall be included in the next registration statement  
filed by the Company. Mr. Stanley Babowicz agrees that he shall not sell a      
total, in any one week period, that shall exceed one percent (1%) of his total  
Sunncomm, Inc. holdings during the first twelve (12) months of this agreement.  

14. ACCEPTANCE AND TESTING PROCEDURES                                           
Time for Sponsor to accept work will be Thirty- (30) days from receipt of work. 
Testing will entail Test case design, Component testing, Usability testing,     
Integration testing, Performance testing, System testing, Regression testing,   
and Unit testing of the applications.                                           
14. LOCATION OF WORK FACILITIES                                                 
Substantially all of the work will be conducted by BTEK at its regular office   
located in Phoenix, AZ.                                                         
-------------------------------------                                           

FOR SUNNCOMM, INC.  FOR BTEK SOFTWARE, INC.                                     

By:_________________________  By:__________________________                     
John D. Aquilino, Chairman    Stanley Babowicz, PresidentDate:        
_______________________  Date: ________________________Exhibit 10.05a           

WINDOWS MEDIA COMPATIBLE                                                        
LOGO LICENSE AGREEMENT                                                        

This Windows Media Compatible Logo License Agreement  ("Logo Agreement") is     
made and entered into by and between  Microsoft Corporation, ("Microsoft"), and 
the person or entity  identified in the table above ("Licensee") upon signature 
by  both parties.                                                               

1.   DEFINITIONS                                                                
(a)  "Effective Date" means the date upon which the  Logo Agreement takes       
effect, which is the later of the signature  dates below.                       
(b)  "Logo" means the "Windows Media Compatible"  logo depicted in the attached 
Exhibit A (incorporated herein by reference), or such additional or replacement 
logo(s) Microsoft may provide from time to time under this Logo Agreement. (c)  
 "Product" means Licensee's product(s) listed in Exhibit B (incorporated
herein by reference) that meet the applicable criteria set forth in Exhibit B.  

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2.   LICENSE GRANT & RESTRICTIONS                                               
(a)  Microsoft hereby grants to Licensee a worldwide nonexclusive,              
nontransferable, royalty-free, personal license to use the Logo solely in       
conjunction with the Product, and solely in the manner described in the         
specifications set forth in the attached Exhibit A, as such specifications may  
be prescribed by Microsoft from time to time. Licensee shall not assign,        
transfer, or sublicense this Logo Agreement (or any right granted herein) in    
any manner. All rights not expressly granted herein are reserved by Microsoft.  
(b)  This Logo Agreement does not grant by implication, estoppel or otherwise,  
a license to any Microsoft technology or proprietary right other than the       
permitted use of the Logo pursuant to Section 2(a).                             

3.   OWNERSHIP, IDENTIFICATION & USE                                            
(a)  Licensee acknowledges Microsoft's sole ownership of the Logo and the       
Windows Media trademark, and all associated goodwill; and that Microsoft        
retains all right, title, and interest in and to the Logo. All use of the Logo  
by Licensee will inure to the benefit of Microsoft. (b)     Licensee will not   
use the Logo in any manner that will diminish or otherwise damage Microsoft's   
goodwill in the Logo. Licensee will not adopt, use, or register any corporate   
name, trade name, trademark, domain name, service mark or certification mark,   
or other designation confusingly similar to the Logo.  (c)  Licensee will take  
reasonable steps to notify Microsoft of any suspected infringement of or        
challenge to the Logo of which Licensee becomes aware. Microsoft will have the  
sole right to, and in its sole discretion may, commence, prosecute, or defend,  
and control any action concerning the Logo.                                     

4.   QUALITY CONTROL                                                            
(a)  All Product distributed in connection with the Logo shall: (i) meet the    
Criteria set forth in Exhibit B (ii) be at least commensurate with the quality  
of products distributed by Licensee before the Effective Date, (iii) meet or    
exceed standards of quality and performance generally accepted in the industry, 
and (iv) comply with all applicable laws, rules, and regulations, and not       
violate or infringe any right of any third party ("Quality Standards").         
Licensee shall use the Logo solely in connection with Product that meets the    
Quality Standards. (b)   Licensee shall cooperate fully with Microsoft to       
facilitate periodic review of Licensee's use of the Logo and of Licensee's      
compliance with the Quality Standards. Licensee shall promptly correct and      
remedy any deficiencies in its use of the Logo and conformance to the Quality   
Standards upon reasonable notice from Microsoft.                                

5.   INDEMNIFICATION FROM LICENSEE                                              
Licensee will indemnify and defend Microsoft from and against any and all       
claims, damages, costs, and expenses (including reasonable attorneys' fees) and 
pay the amount of any adverse final judgment (or settlement to which both       
parties consent) arising out of or related to the Product in any manner;        
provided Licensee is notified promptly in writing of any claim, Licensee has    
sole control over its defense or settlement, and Microsoft provides reasonable  
assistance, at Licensee's expense, in the defense of the same.                  

6.   INDEMNIFICATION FROM MICROSOFT                                             
(a)  Microsoft will indemnify and defend Licensee from and against any and all  
claims, damages, costs, and expenses (including reasonable attorney's fees),    
and pay the amount of any adverse final judgment (or settlement to which both   
parties consent) resulting from, third party claim(s) (hereinafter "Indemnified 
Claims") that the Logo infringes any trademark rights of such third party;      
provided Microsoft is notified promptly in writing of the Indemnified Claim and 
has sole control over its defense or settlement, and Licensee provides          
reasonable assistance, at Microsoft's expense, in the defense of the same.      
(b)  In the event Microsoft receives information concerning an intellectual     
property infringement claim (including an Indemnified Claim) related to the     
Logo, Microsoft may at its expense, without obligation to do so:  (i) procure   
for Licensee the right to continue to distribute the alleged infringing Logo,   
or (ii) replace or modify the Logo to make it non-infringing, in which case,    
Licensee shall thereupon cease distribution of the alleged infringing Logo; or  
(iii) instruct Licensee to cease use of the Logo without providing a            
replacement.                                                                    
(c)  Microsoft shall have no liability for any intellectual property            
infringement claim (including an Indemnified Claim) based on Licensee's         
manufacture, distribution, or use of the Logo after Microsoft's notice that     
Licensee should cease use of such Logo, or begin use of a substitute Logo due   
to such a claim. For all claims described in this Section 6(c), Licensee agrees 
to indemnify and defend Microsoft from and against all damages, costs and       
expenses, including reasonable attorneys' fees.                                 
7.   DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY                           
(a)  MICROSOFT MAKES NO WARRANTIES                                              
EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE LOGO.       
(b)  EXCEPT AS PART OF A THIRD PARTY DAMAGE CLAIM FOR WHICH ONE OF THE PARTIES  
IS OBLIGATED TO INDEMNIFY THE OTHER, NEITHER PARTY SHALL BE LIABLE FOR ANY      
CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING     
LOST PROFITS) ARISING FROM OR RELATED TO LICENSEE'S USE OF THE LOGO, REGARDLESS 
OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT          
LIABILITY, BREACH OF WARRANTIES, INFRINGEMENT OF INTELLECTUAL PROPERTY, FAILURE 
OF ESSENTIAL PURPOSE OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH   
DAMAGES.                                                                        

8.   TERM AND TERMINATION                                                       
(a)  The term of this Logo Agreement shall be a period of two (2) years         
commencing upon the Effective Date; provided however, that either party may     
terminate this Logo Agreement, with or without cause, upon thirty (30) days     
prior written notice.                                                           
(b)  From and after termination or expiration of this Logo Agreement, Licensee  
will immediately cease from all use of the Logo. However, unless this Logo      
Agreement is terminated for breach, and subject to Section 6, Licensee may      
distribute then- existing units of Product and advertising materials containing 
the Logo for a period of ninety (90) days from the termination date or          
expiration of the term, provided use of the Logo in connection with such units  
is in compliance with the terms and conditions of this Logo Agreement.          

9.   NOTICES                                                                    
All notices in connection with this Logo Agreement will be addressed as stated  
below and will be deemed given when:  (i) deposited in the mail, postage        
prepaid, certified or registered, return receipt requested; or (ii) sent by air 
express courier, charges prepaid. The parties shall fax a copy of any such      
notices to the fax numbers identified below on the same day.                    
MICROSOFT:     Microsoft Corporation                                            
One Microsoft Way                                           
Redmond, WA 98052-6399 USA                                  
Attention:     Windows Media Logo Department                                    
Fax:           (425) 936-7329                                                   
With Copy To:  Law & Corporate Affairs, Trademarks                              
Fax: (425) 936-4112                                                             
LICENSEE: Information listed at the top of this Agreement.                      

10.  MISCELLANEOUS                                                              
(a)  Entire Agreement. This Logo Agreement, including all Exhibits, comprises   
the entire party's agreement concerning  the subject matter hereof, and         
supersedes and merges all prior and contemporaneous communications. It may be   
amended only by written agreement signed by the parties. (b)     Governing Law. 
This Logo Agreement shall be governed by the laws of the State of Washington    
not withstanding the application of any conflict of law rules.  Licensee        
consents to the jurisdiction and venue in the state and federal courts in       
Washington. Process may be served on either party in the manner set forth in    
Section 9 for the delivery of notices or by such other method as is authorized  
by applicable law or court rule.                                                
(c)  Attorneys' Fees. In any action to enforce this Logo Agreement, the         
non-prevailing party shall pay the prevailing party's reasonable attorneys'     
fees, costs, and other expenses. (d)    No Waiver. No waiver of any breach of   
any provision of this Logo Agreement shall constitute a waiver of any other     
breach, and no waiver shall be effective unless made in writing, signed by the  
waiving party. (e)  Severability. If any provision of this Logo Agreement (or   
any other agreements incorporated herein) shall be held by a court of competent 
jurisdiction to be illegal, invalid or unenforceable, the remaining provisions  
shall remain in full force and effect.                                          
(f)  Survival. The provisions of Sections 3(a), 3(b), 7, 8(b), 9, and 10, as    
well as Section 5 with respect to Product(s) distributed during the term of     
this Logo Agreement and Section 6 for claims based on use of the Logo permitted 
herein prior to the effective date of termination or expiration of the term of  
this Logo Agreement, shall survive expiration or termination of this Logo       
Agreement.                                                                      

IN WITNESS WHEREOF, the parties hereto have executed this Logo Agreement by     
their duly authorized representatives. The individual signing on behalf of      
Licensee below hereby represents and warrants that he or she has full authority 
to sign this Logo Agreement and bind Licensee to perform all duties and         
obligations contemplated by this Logo Agreement.                                

MICROSOFT CORPORATION                                                           
LICENSEE                                                                        
Exhibit A                                                                       

Windows Media Compatible Logo License Agreement                                 
Specifications for Using the Windows Media Compatible Logo                      
Vertical Logo           Horizontal Logo                                         

Microsoft has established the following set of branding specifications to       
assist you in proper use of the Windows Media Compatible logo ("Logo").         
Microsoft reserves the right to change the Logo and/or these specifications at  
any time at its discretion.  You must comply with the specifications as amended 
from time to time.                                                              

Specifications for Logo use:                                                    
?    You must sign the Windows Media Compatible Logo License Agreement ("Logo   
Agreement") before using the Logo. ?    You have the option to use the vertical 
or horizontal version of the Logo. The Logo may only be used on packaging,      
collateral materials, documentation, and advertising, including Web             
advertising, for licensed Product, and not in any manner that may imply that    
non-licensed products meet the Quality Standards set forth in this Logo         
Agreement. ?   Your company name, logo, or product name must appear on any      
products or related materials where the Logo is used. The Logo must be smaller  
and less prominent than your Product name, trademark, logo, or trade name.      
?    The Logo may not be used in any manner that expresses or might imply       
Microsoft's affiliation, sponsorship, endorsement, or approval other than as    
contemplated by the Logo Agreement.                                             
?    You may not use the Logo in a manner that might suggest co-branding or     
otherwise create potential confusion as to the source of the Product or         
ownership of the Logo. You may not display the Logo in any manner that suggests 
that your Product is a Microsoft product, or in any manner that suggests that   
"Microsoft" , "Windows", or "Windows Media" are a part of your Product name.    
?    The Logo may not be included in any non-Microsoft trade name, business     
name, product or service name, logo, trade dress, design, slogan, or other      
trademark.                                                                      
?    Microsoft will provide you with artwork of the Logo. You may not alter     
this artwork in any way. None of the words may be abbreviated, translated or    
transliterated, as in non-English documentation.                                
?    The Logo may not be combined with any other symbols including, words,      
logos, icons, graphics, photos, slogans, numbers, or other design elements.     
?    The Logo (including by not limited to Microsoft's logos, logotypes, trade  
dress, and other elements of product packaging and web sites) may not be        
imitated in any of your materials.                                              
?    The Logo, or any element thereof, may not be used as a design feature in   
any materials.                                                                  
?    The Logo must stand-alone. A minimum amount of empty space must be left    
between the Logo and any other object such as type, photography, borders,       
edges, etc. The required border of empty space around the Logo must be 1/2x     
wide, where x equals the height of the Logo.                                    
?    Minimum size for the Logo is 1/2 inch high unless otherwise approved by    
Microsoft.                                                                      
?    The Logo must include the (tm) and (r) symbols as shown in this exhibit.   
?    The Logo shall be attributed to Microsoft Corporation in all materials     
where it is used, with the attribution clause: "Microsoft, Windows Media, and   
the Windows Logo are trademarks or registered trademarks of Microsoft           
Corporation in the United States and/or other countries." Four color            
applications The color version is the preferred way of reproducing the Logo.    
The Flag consists of a black frame with corresponding tails and four colored    
panes with corresponding tails. The color version can be reproduced only as     
described here. The pane colors must appear in the positions described and the  
tails must appear in the colors of the corresponding left-hand panes. The frame 
and accompanying words print in black. The four-color version must always       
appear on a white background. The designated colors are as follows:             
Pane      Color     Pantone        Four-color process  RGB (8-bit)    Hex#      
Upper left     Red  PMS 172        M65%+Y85%      255-51-0       FF3300         
Upper right    Green     PMS 360        C55%+Y80%      102-204-51     66CC33    
Lower left     Blue PMS 279        C70%+M30%      0-153-255 0099FF              
Lower right    Yellow    PMS 123        M20%+Y100%          255-204-0 FFCC00    

Black and white applications: Black and white reproductions of the Logo may be  
positive or reversed. If you have any questions please e-mail                   
wmlogo@microsoft.com.                                                           

Exhibit B                                                                       

Windows Media Compatible Logo License Agreement                                 
Criteria and Licensed Product                                                   

Criteria                                                                        
Product must fall under one of the categories below, and meet all of the        
criteria for that category to be eligible for the Logo. If product              
could fall under multiple categories, it must meet the criteria for the         
category closest to the nature and primary function of the product.             
(e.g. a product used for caching may only qualify for the Logo pursuant to the  
criteria for caching devices).                                                  

Storage Products. (Including but not limited to: removable media storage        
devices such as flash RAM or CD-R).                                             
All storage products must meet the criteria below to qualify for the Logo:      
?    Product is a solid state, flash, storage card which adheres to the SD      
Specification. OR, Product is a portable storage medium                         
which includes a unique serial number or other identifier that can be read and  
used by Microsoft's Digital Rights Management                                   
technology. AND                                                                 
?    Product Ships with a Windows Media Device Manager compatible service       
provider software component that enables the                                    
secure transfer of content in the Windows Media format, protected by Digital    
Rights Management to the portable media. AND                                    
?    Product makes use of Microsoft Windows Media software pursuant to a valid  
Windows Media Format Software Development                                       
Kit license agreement with Microsoft.                                           

Creation and Editing Software. (Including but not limited to: audio/video       
editors, encoding tools, conferencing gateways, digital music                   
applications, CD burners, video email, personal broadcasting applications,      
digital recording applications)                                                 
All creation and editing software products must meet the criteria below to      
qualify for the Logo:                                                           
?    Product is software that extends Microsoft's Windows Media Software, such  
as the Windows Media Tools, Windows Media                                       
Services, or Windows Media Rights Manager tools. OR                             
?    Product makes use of Microsoft Windows Media software pursuant to a valid  
Windows Media Format Software Development                                       
Kit or Windows Media Tools Software Development Kit license agreement with      
Microsoft to create and/or edit Windows                                         
Media formatted content with a .WMA or .WMV extension. AND                      
?    Product is not a solution for caching and/or distributing Windows Media    
formatted content.                                                              

Windows Media Services add-ons. (Including but not limited to: log reporting    
tools, playlist management software, scheduling                                 
applications, server monitoring and management applications, file storage       
systems)                                                                        
All extensions to Windows Media services must meet the criteria below to        
qualify for the Logo:                                                           
?    Product is software that extends Microsoft's Windows Media Services        
through the use of APIs, plug-ins or log files; AND                             
?    Product is not a solution for caching and/or distributing Windows Media    
formatted content.                                                              

Caching Devices.                                                                
All caching products must meet the criteria below to qualify for the Logo:      
?    Product facilitates the delivery of content in the Windows Media format by 
use of caching, replication, or distribution of media,                          
AND                                                                             
?    Product makes use of Microsoft Windows Media Technologies pursuant to a    
valid Windows Media Dedicated Caching                                           
Appliance License and Distribution Agreement with Microsoft.                    

Product                                                                         

Product Name                       Type of Product               Version Number 
(as applicable)                                                                 
Windows Media Compatible LLA (2.0) 1    6/30/2000                               
Windows Media Compatible LLA (2.0) 4    6/30/2000                               

Exhibit 10.05B                                                                  

MICROSOFT WINDOWS MEDIA FORMAT                                                  
SOFTWARE DEVELOPMENT KIT VERSION 7 LICENSE AGREEMENT                            
FOR COMMERCIAL USE- DECEMBER 2000 VERSION                                       

This Windows Media Format Software Development Kit Version 7 License Agreement  
For Commercial Use - December 2000 (the "Agreement") is entered into and        
effective as of _______, 2001 (the "Effective Date"), by and between Microsoft  
Corporation, a Washington corporation located at One Microsoft Way, Redmond, WA 
98052 ("Microsoft") and COMPANY, as described below ("Company").                

This Agreement is entered into with reference to the following information      
("Table") as well as the definitions set forth below:                           

[Licensed Applications are defined in Section 1. This box should be completed 
with a description of Company Licensed Applications.]                           
Term:                                                                           
Beginning on the Effective Date and continuing for a period of one (1) year.    
Announcement Date (if any):                                                     

1.   DEFINITIONS                                                                

When capitalized in this Agreement, the following terms have the meanings       
assigned to them by this Section 1. All other initially capitalized terms have  
the meanings assigned to them elsewhere in this Agreement.                      
1.1  "Affiliate" means, with respect to any legally recognizable entity, any    
other such entity Controlling, Controlled by, or under common Control with such 
entity. "Control," as used herein, means the possession of the power to direct  
or cause the direction of the management and policies of a legally recognizable 
entity, through the ownership of voting shares or by contract. Where such       
entity is a partnership, limited liability company, corporation, or similar     
entity and has partners, members, or shareholders with equal ownership          
interests or equal control interests, by contract or otherwise, then each such  
partner, member, or shareholder will be deemed to possess, directly or          
indirectly, the power to direct or cause the direction of the management and    
policies of that entity.                                                        
1.2  "Break Interoperability" means to: (i) Transcode, Convert or Encapsulate   
WMC Content (whether Packaged or not) into or out of a disk-based or            
network-transmitted form that is not fully supported by, and interoperable      
with, the Redistributable Components; and/or (ii) to impair or disable programs 
or applications that can validly create, access, or utilize WMC Content         
(whether Packaged or not) by exposing a means or method by which such programs  
or applications access or utilize WMC Content.                                  
1.3  "Certificate" means a DRM Certificate and/or an SDK Certificate.           
1.4  "Codecs" means the audio and video compression/decompression algorithms    
used by or provided with the SDK to compress and decompress Content solely as a 
function of reading and writing WMF Content. As of the Effective Date, these    
compression algorithms are the Windows Media Audio codec, ACELP.net audio codec 
(which can not be used to enable products that provide telephony functionality, 
including bi-directional transmission of voice and/or sound such as             
audio-conferencing or computer integrated telephony), Windows Media Video       
codec, Microsoft's MPEG-4 version video codec, and the Windows Media screen     
capture codec, as described in the SDK.                                         
1.5  "Compromise Interoperability" means exposing a means or method (including, 
but not limited to, publicly defined interfaces or debugging information left   
in a Licensed Application) by which other programs, plug-ins, or applications   
can access or utilize:  (i) the function of the Redistributable Components; or  
(ii) Content extracted from WMC Content by the Licensed Application.            
Notwithstanding the foregoing, it will not in itself Compromise                 
Interoperability if Company establishes a plug-in software architecture for use 
with other functionality or features of the Licensed Applications and which is  
not used to access or utilize the functionality of the Redistributable          
Components or Content extracted from WMC Content.                               
1.6  "Confidential Information" means: (i) any pre-release software in object   
code form and any source code other than Sample Source; (ii) a Certificate when 
not statically linked as part of a Licensed Application, as more fully          
specified herein; (iii) any trade secrets and/or other proprietary non-public   
information not generally known relating to either party's product plans,       
designs, costs, prices and product names, software, finances, marketing plans,  
technical support requests, business opportunities, research, development or    
know- how, regardless of how obtained by the receiving party; and (iv) the      
terms and conditions of this Agreement. Notwithstanding the foregoing,          
"Confidential Information" will not include information that: (A) is or becomes 
generally known or available by publication, commercial use or otherwise        
through no fault of the receiving party; (B) is generally known and has been    
reduced to tangible form by the receiving party prior to the time of disclosure 
and is not subject to restriction; (C) is independently developed by the        
receiving party without the use of the other party's Confidential Information;  
(D) is lawfully obtained from a third party that has the right to make such     
disclosure; (E) is made generally available by the disclosing party without     
restriction on disclosure; or (F) is released in writing by the disclosing      
party for publication by the receiving party.                                   
1.7  "Content" means digital audio (including, but not limited to,              
timeline-synchronized audio, music, voice, or sounds), digital video, and other 
digital information including data, text (including, but not limited to, script 
command data and related metadata such as a song title or an artist's name),    
animation, graphics, photographs, and artwork, and combinations of any or all   
of the foregoing. 1.8    "Convert" means: (i) to decompose WMC Content into one 
or more pieces of Content, and then to recompose into any form other than WMC   
Content; or (ii) to remove any DRM protection from WMC Content for any purpose  
not explicitly authorized by the DRM Flags of the license for that content,     
including, but not limited to, writing that unprotected DRM content to disk or  
to a network. "Convert" does not mean to Normalize. 1.9     "Digital Device"    
means any standalone or removable CD-R or CD-RW or DVD-RAM or                   
other similar media device that can store Content.                              
1.10 "Distribute" means to use, reproduce, license, lease, sell, offer to sell  
or otherwise disseminate through any means now existing or later developed.     
1.11 "DRM" means Microsoft's digital rights management system for Windows Media 
Technologies that enables enforcement of business rules and license-based       
access to WMC Content, consistent with the terms and conditions of this         
Agreement.                                                                      
1.12 "DRM Certificate" means a Microsoft provided, unique-to-Company and/or     
unique to each Licensed Application sub-component of the Redistributable        
Components that enables, in accordance with Section 2, a Licensed Application   
to use the portions of Redistributable Components that manipulate WMC Content   
protected by DRM and WMC Content not protected by DRM.                          
1.13 "DRM Flag(s)" means the flag(s) describing license condition(s) for, and   
set by the creator or authorized licensor of, WMC Content protected with DRM as 
more fully described in Exhibit A. 1.14 "Encapsulate" means to place any form   
of containment around or to remove such containment from any portion or         
entirety of WMC Content, whether saved to disk or written to the network, with  
the exception of standard file-system and network protocol containment not      
specific to the form or function of the Licensed Application. For purposes of   
this definition of "Encapsulate," example protocol and standard file-system     
exceptions include, but are not limited to, the Windows File Allocation Table   
file system, and the TCP/IP network protocol.                                   
1.15 "Independent Contractor" means a third party temporary worker, company or  
other entity which is under written agreement with Company to develop,          
complete, or assist with the development or completion of research and          
development activities under the license rights granted under this Agreement,   
where such written agreement meets the terms and conditions of this Agreement,  
including, but not limited to, Sections 2, 5, 6, 7 and 8; provided, however,    
that "Independent Contractor" specifically excludes any entity that is a vendor 
of streaming and/or downloadable media technologies. The Distribution of a      
Licensed Application or selling services which involve streaming Content do not 
make an entity a "vendor of streaming and/or downloadable media technologies."  
1.16 "Licensed Application" means Company's application(s) or utilities created 
using the SDK to enable encoding, decoding, rendering, and/or playing WMC       
Content in streaming and/or downloadable formats, each of which (i) are not     
designed for or intended to be used as a replacement of the SDK for use by      
third parties to develop other software products or programs (e.g., software    
development tools); and (ii) are designed and intended for use solely on the    
Platforms. A list of Company's Licensed Applications is set forth in the table  
on page 1 of this Agreement.                                                    
1.17 "Normalize" means to perform adjustments on uncompressed audio or video    
Content for the primary purpose of enhancing the ultimate playback of such      
Content. For purposes of this definition, "adjustments" include, but are not    
limited to: (i) for audio Content, changing the volume level and removing       
noise; and (ii) for video Content, setting gamma correction and changing the    
contrast. 1.18 "Package" or "Packaged" means WMC Content that has been          
protected by DRM.                                                               
1.19 "Platforms" means Windows NT 4.0, Windows 9x, and Windows 200x operating   
systems (and Updates thereof, if any, and as may be provided by Microsoft       
pursuant to Section 4 during the "Term" as defined in the table on page 1 of    
this Agreement) on Intel x86 and compatible hardware platforms. "Platforms" do  
not include Windows CE or any other Microsoft or non-Microsoft operating        
systems, unless and to the extent they may be later supported by the SDK in     
Microsoft's sole discretion.                                                    
1.20 "Redistributable Components" means the Certificate(s) (provided separately 
to Company under the terms of Section 2), the Codecs, and the files located in  
the "Redist" folder, as installed by the SDK including such Updates thereof as  
may be provided pursuant to Section 4.                                          
1.21 "Sample Source" means any sample, human-readable code located in the       
"Samples" folder of, as installed by, the SDK, including any Updates thereof    
provided by Microsoft pursuant to Section 4. 1.22 "SDK Certificate" means a     
Microsoft-provided, unique to Company and/or unique to each Licensed            
Application, sub-component of the Redistributable Components that enables, in   
accordance with Section 2, a Licensed Application to use the portions of        
Redistributable Components that manipulate WMC Content not protected by DRM.    
The SDK Certificate does not enable manipulation of WMC Content protected by    
DRM.                                                                            
1.23 "SDK" means the Microsoft Windows Media Format Software Development Kit    
Version 7 and, as provided in Section 4, Updates thereof during the Term.       
1.24 "Transcode" means to alter the current encoding or form of Content encoded 
using Codecs, including by way of example but not limited to: (i) decompression 
of an audio or video stream and recompression using a different compression     
algorithm; and (ii) decompression of an audio or video stream and recompression 
using the same compression algorithm but with different settings.               
1.25 "Updates" means all subsequent public releases of software (including      
public beta releases), including public maintenance releases, error             
corrections, upgrades, enhancements, additions, improvements, extensions,       
modifications and successor versions. 1.26   "Windows Media Container" means    
the current version, and any Updates during the Term,                           
of extensible file storage format developed by or for Microsoft for authoring,  
editing, distributing, streaming, playing, referencing, or otherwise            
manipulating Content, as used by the Windows Media Technologies during the      
Term.                                                                           
1.27 "Windows Media Player" means any version of Microsoft's WMC Content player 
technology, which Microsoft supports on the Platforms during the Term. Optional 
third party plug-ins to the Windows Media Player that might be present on a     
user's machine are expressly not part of Windows Media Player.                  
1.28 "Windows Media Server" means Microsoft's streaming media services server   
technology, as supported by Microsoft, in its sole discretion, on some of the   
Platforms or on other operating system platforms during the Term. Optional      
third party plug-ins to the Windows Media Server that might be present on a     
server machine are expressly not part of Windows Media Server.                  
1.29 "Windows Media Stream" means: (i) real-time or on-demand WMC Content       
delivered across a network, including (without limitation) wired or wireless    
communications media, using IP Multicast, HTTP, MMSU, MMST, MSBD, or other      
protocols supported by Windows Media Technologies during the Term; and (ii) WMC 
Content files. For a Licensed Application, a Windows Media Stream can originate 
from, without limitation, a Licensed Application or third party application     
built with the SDK pursuant to a license from Microsoft, a Windows Media        
Technologies component, an HTTP server, a local or network shared file system,  
a Content Proxy Server, or a Cache Proxy Server. For purposes of this           
definition: (A) "Cache Proxy Server" means an application, under a license from 
Microsoft, (1) that is a server that streams or delivers WMC Content that has   
originated solely from a Windows Media Server, and/or (2) that performs caching 
and delivery functions solely for the purpose of enhancing network performance  
in delivering Windows Media Streams from a Windows Media Server to a Windows    
Media Player or Licensed Application; and (B) "Content Proxy Server" means an   
application, under a license from Microsoft, that is a server which streams or  
manages WMC Content for purposes of distribution and tracking Windows Media     
Streams.                                                                        
1.30 "Windows Media Technologies" means the currently shipping (and Updates     
thereof during the Term) versions of the Windows Media Player, Windows Media    
Server, Windows Media Encoder, Windows Media SDK and all its sub-components     
(including but not limited to, the SDK), and WMC Content creation tools that    
Microsoft may choose, solely in its discretion, to release as part of the       
Platforms. For purposes of this Section, "Windows Media Encoder" means the      
current version (and Updates thereof supported in the SDK during the Term) of   
Microsoft's Windows Media Technologies real-time encoder.                       
1.31 "WMC Content" means Content, contained within the Windows Media Container, 
and optionally Packaged. WMC Content includes, but is not limited to WMF        
Content.                                                                        
1.32 "WMF Content" means Content encoded solely with Codecs, contained within   
the Windows Media Container, and optionally Packaged                            

2.   LICENSE GRANT & RESTRICTIONS                                               
2.1  SDK and Components License Grant. Expressly subject to the restrictions in 
Section 2.3, Microsoft hereby grants Company a limited, non-exclusive,          
non-assignable, worldwide, nontransferable, royalty-free, fully paid up, right  
and license during the Term to:                                                 
(a)  Use, copy, and install (i) an unlimited number of copies of the SDK and    
its components on computers located at premises owned or leased by Company and  
its Affiliates, and (ii) copies of the SDK and its components on computers      
located at premises owned or leased by Company's Independent Contractors in a   
number reasonably necessary to carry out development work for Company           
consistent with this Agreement; provided that such copies may be used in        
accordance with this Section 2.1(a) solely to develop Licensed Applications,    
and, if Company so elects, to develop and Distribute Company-owned and          
Company-licensed WMC Content; and                                               
(b)  Distribute and have Distributed the Redistributable Components solely as   
part of the Distribution of a Licensed Application.                             
2.2  Sample Source License Grant.  Expressly subject to the restrictions in     
Section 2.3, Microsoft hereby grants Company a limited, non-exclusive,          
non-assignable, worldwide, nontransferable, royalty-free, fully paid up, right  
and license during the Term to:                                                 
(a)  Use, copy, modify, create derivative works and install (i) an unlimited    
number of copies of the Sample Source on computers located at premises owned or 
leased by Company and its Affiliates and (ii) the Sample Source on computers    
located at premises owned or leased by Company's Independent Contractors in a   
number reasonably necessary to carry out development work for Company           
consistent with this Agreement; provided that such copies may be used in        
accordance with this Section 2.2(b) solely to develop Licensed Applications;    
and                                                                             
(b)  Distribute and have Distributed the object code only versions of the       
Sample Source including any modifications or derivative works thereof, solely   
as part of the Distribution of a Licensed Application.                          
2.3  License Restrictions and Requirements.                                     
(a)  Preservation of Interoperability. Except solely as expressly permitted in  
Sections 2.3(a)(i), 2.3(a)(ii), and 2.3(a)(iii), Company will neither develop,  
nor have                                                                        
third parties develop for Company, Licensed Applications which Break            
Interoperability or which Compromise Interoperability. Company will comply with 
the interoperability requirements set forth in Exhibit B as may be updated by   
Microsoft periodically during the Term.                                         
(i)  Limited Right to Transcode for MP3 Devices. Licensed Applications may      
Transcode audio Content, that was decomposed from WMF Content, into ISO         
MPEG-2 Layer-3 standard compressed audio and then Convert the WMF               
Content with that Transcoding into the MP3 file format (the "MP3 Content")      
solely for the purpose of immediately transferring such WMF Content to          
standalone digital devices, such as those which play MP3 and optionally other   
file formats ("MP3 Device"), provided that: (A) the MP3 Device does not         
natively support playback of Windows Media Content; (B) the DRM                 
restrictions in Section 2.3(f) are observed by Company; and (C) the MP3         
Content cannot be transferred, Transcoded, or used for any purpose other than   
local playback on such MP3 Devices in their normal and ordinary modes of        
operation. Notwithstanding the limited right to Transcode provided in this      
Section 2.3(a)(i), this Agreement does not cover use of the SDK to create       
Licensed Applications which run on platforms other than the Platforms,          
including MP3 Devices or other, similar digital devices. Any such use of the    
SDK requires a separate agreement with Microsoft.                               
(ii) Limited Right to Convert. Licensed Applications may Convert WMC Content    
not Packaged (or if Packaged, then WMC Content that is licensed as specified    
in the DRM Flags for such purpose) into the Redbook CD audio format solely      
for purposes of making permitted copies of such WMC Content on Digital          
Devices (and not in any other file format nor on any other devices).            
(iii)     Limited Right to Transcode for editing applications. A Licensed       
Application                                                                     
may Transcode Content solely to the extent the Licensed Application's primary   
function is to edit Content and provided that: (A) the Licensed Application     
requires user interaction for each Transcode (i.e., the Licensed Application    
does not perform batch Transcoding); (B) the Content editor is an offline       
editor                                                                          
(i.e., the Content is not sourced from a Windows Media Stream that is a         
network stream as defined in Section 1.29 (i)).                                 
(b)  Non-Malicious Intent. Licensed Applications shall not be specifically      
designed to                                                                     
degrade, overload, or stress any component of Windows Media Technologies.       
(c)  Usage of File Extensions & Metafiles. Each Licensed Application shall      
comply with                                                                     
the file extension and metafile usage and format requirements and guidelines as 
set                                                                             
forth in Exhibit C as may be updated by Microsoft periodically during the Term. 
(d)  Redistributable Components. Company's rights under Section 2.1(b) with     
respect to                                                                      
Redistributable Components are expressly conditioned upon its compliance with   
the                                                                             
following obligations:                                                          
(i)  Company will not authorize further Distribution of the Redistributable     
Components by end-users of Licensed Applications.                               
(ii) Company will not use Microsoft's name, logo or trademarks to market or     
promote any Licensed Application, except: (A) as expressly set forth in         
Section 2.3(d)(iii), or (B) as permitted by a separate agreement between the    
parties.                                                                        
(iii)     Company will include in the "About Box" for all Licensed Applications 
a                                                                               
copyright notice which states the following: "Portions utilize Microsoft        
Windows Media Technologies. Copyright (c) 1999-2000 Microsoft                   
Corporation. All Rights Reserved."                                              
(iv) Company will not use the Redistributable Components or any other part of   
the                                                                             
SDK to create a new Licensed Application that substantially duplicates the      
server functionality of any version of the Windows Media Server.                
(v)  Company will not use the Codecs or any part of the Codecs in any Licensed  
Application or otherwise except as part of the Redistributable Components.      
(e)  Default Encoding Format. If a publicly Distributed Licensed Application    
supports                                                                        
multiple encoding formats and "Windows Media Format" is not set as the default  
encoding format, then the Licensed Application will enable the user to specify  
a                                                                               
default encoding format for high quality encoding (e.g., importing music from a 
CD                                                                              
or other high quality uncompressed digital format) and the default encoding     
format                                                                          
options will include the high quality encoding options for WMF Content.         
(f)  DRM Restrictions. Each Licensed Application will comply with the DRM       
requirements set forth in Exhibit A as may be updated by Microsoft periodically 
during the Term.                                                                
(g)  Use of Certificates. Each Licensed Application will comply with the        
Certificate                                                                     
requirements set forth in Exhibit D as may be updated by Microsoft periodically 
during the Term. Microsoft may exercise its right to revoke, or instruct its    
licensees                                                                       
or agents to revoke on Microsoft's behalf, any Licensed Application Certificate 
pursuant to paragraph 3 of Exhibit D upon two (2) days written notice to        
Company.                                                                        
(h)  No Further Redistribution/No Reverse Engineering. Company will not         
Distribute or                                                                   
have Distributed the SDK or any component thereof, other than as expressly      
permitted in this Section 2. Company may not reverse engineer, decompile,       
disassemble or otherwise seek to discover the source code, components, Codecs,  
DRM, protocols or Windows Media Container of the SDK (other than the Sample     
Source), except and only to the extent that such activity is expressly          
permitted by applicable law notwithstanding this limitation.                    
(i)  End-user License Agreements. Company will Distribute Licensed Applications 
with an end-user license agreement consistent with, and no less protective of   
Microsoft's rights than, this Agreement. Company will incorporate and           
prominently display the following provisions (or substantially similar ones) in 
its end-user license agreements for Licensed Applications: "You acknowledge and 
agree that in order to protect the integrity of certain third party content,    
Company or its licensors may provide for the Software security related updates  
that will be automatically downloaded and installed on your computer. Such      
security related updates may impair the Software (and any other software on     
your computer which specifically depends on the Software) including disabling   
your ability to copy and/or play "secure" content, i.e. content protected by    
digital rights management. In such an event, Company and/or its licensors shall 
use reasonable efforts to promptly post notices on Company web site explaining  
the security update and providing instructions to end-users for obtaining new   
versions or further updates of the Software that restore access to secure       
content and related features."                                                  
(j)  Branding. Company will execute the logo license and comply with the        
branding requirements and trademark usage guidelines found at the following URL 
(or a replacement therefore as may be designated by Microsoft from time to      
time) http://www.microsoft.com/windows/windowsmedia or by sending an email to   
wmlogo@microsoft.com.                                                           
(k)  Company Contact. In the event that the Company elects to change the        
Company Contact during the Term, Company will use commercially reasonable       
efforts to notify Microsoft of the new Company Contact by sending mail to       
WMLA@microsoft.com or as otherwise directed in writing by Microsoft.            
2.4  Ownership; Reservation of Rights. Microsoft retains all right, title and   
interest in and to the Certificates, the Codecs, the DRM, the SDK, the Windows  
Media Technologies and any and all components thereof. Subject to the license   
grant in Section 2.2 (including the restrictions of Section 2.3) and            
Microsoft's ownership of the underlying Sample Source, Company owns all right,  
title and interest in and to any modifications or derivative works of the       
Sample Source created by or for Company other than by Microsoft. This Agreement 
shall not be construed in any manner as transferring any rights of ownership or 
license to Certificates, the Codecs, the DRM, the SDK, the Windows Media        
Technologies and any and all components thereof, and/or to the features or      
information therein, except as expressly licensed in this Section 2. All rights 
not expressly granted by Microsoft are reserved. Under no circumstances will    
the license grants set forth in this Section 2 be construed as granting, by     
implication, estoppel or otherwise, a license to any Microsoft technology or    
under any Microsoft intellectual property other than the SDK, the               
Redistributable Components and the Sample Source.                               

3.   DELIVERY; ACCEPTANCE                                                       
3.1  Delivery of SDK. The SDK is provided to Company either directly or through 
a general release on a Microsoft web site. 3.2    Acceptance. The SDK is deemed 
accepted by Company. 3.3 Delivery of Certificates. Microsoft will deliver an    
initial SDK Certificate with delivery of the SDK. As of the Effective Date, DRM 
Certificates and/or additional SDK Certificates will be delivered to Company as 
Company may reasonably request such additional Certificates from time to time   
for use by its new Licensed Applications, subject to Company's compliance with  
the terms and conditions of this Agreement and Microsoft's policies for issuing 
Certificates and/or issuing multiple Certificates.                              

4.   SDK UPDATES                                                                
During the Term, Microsoft will use reasonable commercial efforts to provide    
Updates to the SDK, if any, as such Updates become commercially available.      
Updates, if any, may be provided by general posting on a Microsoft website.     
Microsoft may make such Updates to the SDK available pursuant to the terms of   
this Agreement or, in Microsoft's sole discretion, Microsoft may condition the  
release of such Updates to Company upon Company's execution of an amendment to  
this Agreement (or a separate agreement). Notwithstanding anything to the       
contrary in this Agreement, Microsoft has no obligation to provide maintenance, 
end-user support, technical support or Updates to the SDK or Licensed           
Applications in any respect.  Company shall be responsible for any and all      
maintenance, end-user support, technical support and Updates with respect to    
the Licensed Applications. Company will incorporate the most recent Updates     
delivered or made available to it by Microsoft into all subsequent versions of  
Licensed Applications; provided, however, that Company shall have no obligation 
to incorporate any such Update in a version of a Licensed Application that is   
commercially released within thirty (30) days of Microsoft's commercial release 
of the Update.                                                                  

5.   CONFIDENTIALITY                                                            
5.1  Each party will protect the other's Confidential Information from          
unauthorized dissemination and use with the same degree of care that such party 
uses to protect its own like information. Neither party will use the other's    
Confidential Information other than as permitted by this Agreement. Neither     
party will disclose to third parties the other's Confidential Information       
without the prior written consent of the other party, or as authorized by this  
Agreement. Except as expressly provided in this Agreement, no ownership or      
license rights is granted in any Confidential Information. This Agreement will  
not act as a general or master confidentiality agreement between the parties.   
5.2  The parties' obligations of confidentiality under this Agreement will not  
be construed to limit either party's right to independently develop or acquire  
products, including products that compete with the Licensed Applications,       
without use of the other party's Confidential Information. Further, either      
party will be free to use for any purpose the Residuals resulting from access   
to or work with such Confidential Information, provided that such party will    
maintain the confidentiality of the Confidential Information as provided in     
this Agreement. The term "Residuals" means information in non-tangible form,    
which may be retained by persons who have had properly authorized access to the 
Confidential Information, including ideas, concepts, know-how or techniques     
contained therein. Neither party will have any obligation to limit or restrict  
the assignment of such persons or to pay royalties for any work resulting from  
the use of Residuals. However, the foregoing will not be deemed to grant to     
either party a license under the other party's copyrights or patents. 5.3       
Publicity. Neither party will make any public announcement regarding the terms  
of this Agreement without the other's prior written approval and consent as to  
the form and content of any public announcements. The first public announcement 
by either party of the execution of this Agreement may be made on a mutually    
agreed upon date that is within fifteen (15) days after the Effective Date, or  
if specified, on the Announcement Date.  Thereafter, the parties may freely     
disclose or announce the existence of this Agreement.                           

6.   WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT    
AND ITS SUPPLIERS PROVIDE THE CERTIFICATES, SDK, ANY CONFIDENTIAL INFORMATION   
AND OTHER MICROSOFT TECHNOLOGY PROVIDED UNDER THIS AGREEMENT (COLLECTIVELY      
"MICROSOFT TECHNOLOGY") AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL      
WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT 
NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF                
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF    
ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, AND OF LACK OF NEGLIGENCE OR 
LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE MICROSOFT TECHNOLOGY.        
FURTHER, THERE IS NO, AND MICROSOFT DISCLAIMS ANY, WARRANTY OR CONDITION OF     
TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR      
NON-INFRINGEMENT, WITH REGARD TO THE MICROSOFT TECHNOLOGY. THE ENTIRE RISK AS   
TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE MICROSOFT         
TECHNOLOGY, IF ANY, REMAINS WITH COMPANY.                                       

7.   INDEMNITY                                                                  
7.1  Indemnity. Company shall, at its expense and Microsoft's request, defend   
any claim or action brought by a third party against Microsoft, or Microsoft's  
Affiliates, directors, or officers, arising out of or related to the Licensed   
Application excluding any claim or action to the extent arising from Company's  
exercise of its license rights under the terms of this Agreement ("Company      
Claims"), and Company will indemnify and hold Microsoft harmless from and       
against any costs, damages and fees reasonably incurred by Microsoft, including 
but not limited to fees of outside attorneys and other professionals, that are  
attributable to such Company Claims. Microsoft shall: (a) provide Company       
reasonably prompt notice in writing of any such Company Claims and permit       
Company, through counsel chosen by Company, to answer and defend such Company   
Claims; and (b) provide the entity defending such claim information, assistance 
and authority, at such entity's expense, to help defend such Company Claims.    
Company will not be responsible for any settlement made by Microsoft without    
Company's written permission, which permission will not be unreasonably         
withheld or delayed. Company will consult with Microsoft on the choice of any   
counsel under this Section 7.                                                   
7.2  Settlement by Company. Unless Company obtains for Microsoft a complete     
release of all Company Claims, Company may not settle any Company Claim under   
this Section 7 on Microsoft's behalf without first obtaining Microsoft's        
written permission, which permission will not be unreasonably withheld or       
delayed. In the event Company and Microsoft agree to settle a Company Claim,    
Company agrees not to disclose terms of the settlement without first obtaining  
Microsoft's written permission, which will not be unreasonably withheld or      
delayed.                                                                        

8.   DISCLAIMER OF CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY 8.1 EXCLUSION 
OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT   
PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MICROSOFT AND ITS AFFILIATES BE   
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES          
WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR       
CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL      
INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD     
FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR     
OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR    
INABILITY TO USE THE MICROSOFT TECHNOLOGY OR OTHERWISE UNDER OR IN CONNECTION   
WITH ANY PROVISION OF AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT           
(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF       
WARRANTY OF MICROSOFT OR ANY SUPPLIER, AND EVEN IF MICROSOFT, ANY OF ITS        
AFFILIATES OR COMPANY AND ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE         
POSSIBILITY OF SUCH DAMAGES. 8.2.  LIMITATION OF LIABILITY AND REMEDIES.        
NOTWITHSTANDING ANY DAMAGES THAT COMPANY MIGHT INCUR FOR ANY REASON WHATSOEVER  
(INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR  
GENERAL DAMAGES), THE ENTIRE AGGREGATE LIABILITY OF MICROSOFT AND ANY MICROSOFT 
SUPPLIER OR AFFILIATE UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO 
THE ACTUAL AMOUNT PAID BY COMPANY UNDER THIS AGREEMENT OR FIFTY DOLLARS         
($50.00), WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND       
DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN 
IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.                                      

9.   TERMINATION                                                                
9.1  Term. This Agreement will continue for the Term unless earlier terminated  
pursuant to Section 9.2. 9.2  Termination for Cause. Either party may suspend   
performance and/or terminate this                                               
Agreement immediately upon written notice at any time if: (a)    The other      
party is in material breach of any material warranty, term, condition or        
covenant of this Agreement, other than those contained in Section 5, Section    
2.3(g) and Exhibit D, and fails to cure that breach within fifteen (15) days    
after written notice thereof; or                                                
(b)  The other party is in material breach of Section 5. In addition, if        
Company is in material breach of Section 2.3(g) and/or Exhibit D and fails to   
cure, or to takes steps to cure which are satisfactory to Microsoft in          
Microsoft's sole discretion, that breach within two (2) business days after     
written notice from Microsoft, Microsoft may suspend performance and/or         
terminate this Agreement immediately upon written notice at any time.           
Notwithstanding the foregoing, Microsoft and Company may mutually agree in      
writing to extend such cure period.                                             
9.3  Survival of License Rights.                                                
(a)  Unless this Agreement is terminated by Microsoft pursuant to this Section  
9 for Company's material breach of Sections 2.1, 2.2, 2.3 and/or 5, Company's   
Distribution rights for then-current Licensed Applications under Sections       
2.1(b) and 2.2(b) (solely with respect to the then-current versions of the      
Redistributable Components and Sample Source as may have been delivered by      
Microsoft to Company, and remaining expressly subject to the obligations under  
Section 2.3) will survive any expiration of the Term or termination of this     
Agreement. Upon any such termination or expiration of the Term of this          
Agreement, Company will receive no further Updates to the SDK and will not be   
issued any further Certificates.  Following the expiration of the Term,         
Microsoft may revoke Company's continuing rights under Sections 2.1 and 2.2     
should Company breach any of the provisions of Sections 2.1, 2.2, 2.3 and/or 5. 
(b)  If this Agreement is terminated for Company's material breach of Sections  
2.1, 2.2, 2.3 and/or 5, then upon the effective date of termination (i)         
Company's rights under Sections 2.1 and 2.2 shall immediately terminate, and    
(ii) Company shall immediately return or, at Microsoft's option, destroy all    
Microsoft Confidential Information. Any Distribution prior to the effective     
date of termination by Company to end-users of Licensed Applications including  
Redistributable Components or Sample Source in object code form which have been 
already validly granted under an end-user license agreement in compliance with  
this Agreement shall, subject to applicable restrictions under Section 2.3, not 
be affected and shall remain in full force and effect. No other rights of       
Company shall survive termination for Company's material breach of Sections     
2.1, 2.2, 2.3 and/or 5. 9.4   Survival. In the event of termination or          
expiration of this Agreement for any reason, Sections 2.4, 5, 6, 7, 8 and 10    
will survive. Neither party will be liable to the other for damages of any sort 
resulting solely from terminating this Agreement in accordance with its terms.  

10.  GENERAL PROVISIONS                                                         
10.1 Notices. All notices and requests in connection with this Agreement shall  
be deemed given as of the day they are received either by messenger, delivery   
service, or in the United States of America mails, postage prepaid, certified   
or registered, return receipt requested. Any such notices to Company should be  
sent to the address set forth in the table on the first page of this Agreement, 
and sent to the attention of the Company Contact named in such table.  Any such 
notices to Microsoft should be addressed as follows:                            

Address:                                                                        
Copy to:                                                                        
Microsoft Corporation                                                           
One Microsoft Way                                                               
Redmond, WA 98052-6399                                                          
Attention:     Vice-President                                                   
Digital Media Division                                                
Microsoft Corporation                                                           
One Microsoft Way                                                               
Redmond, WA 98052-6399                                                          
Attention: Law & Corporate Affairs                                              
Phone:    (425) 882-8080                                                        
Phone:    (425) 882-8080                                                        
Fax: (425) 936-7329                                                             
Fax: (425) 936-7409                                                             

or to such other address as a party may designate pursuant to this notice       
provision.                                                                      
11.2 Independent Parties. Nothing in this Agreement will be construed as        
creating an employer- employee relationship, an agency relationship, a          
partnership, or a joint venture between the parties.                            
11.3 Governing Law. This Agreement will be governed by the laws of the State of 
Washington, as though entered into between Washington residents and performed   
entirely within the State of Washington. Any action or litigation concerning    
this Agreement will take place exclusively in the federal or state courts in    
King County, Washington, and the parties expressly consent to jurisdiction of   
and venue in such courts and waive all defenses of lack of personal             
jurisdiction and forum non conveniens with respect to such courts. Company      
hereby agrees to service of process by mail or other method acceptable under    
the laws of the State of Washington. 11.4    Attorneys' Fees. In any action or  
suit to enforce any right or remedy under this Agreement or to interpret any    
provision of this Agreement, the prevailing party will be entitled to recover   
its reasonable, documented costs, including reasonable attorneys' fees and fees 
of other litigation-related professionals, such as expert witnesses and         
accountants. If such a case or suit is settled, both parties will pay their own 
costs and expenses, unless otherwise specified in a settlement agreement.       
11.5 Assignment or Delegation. This Agreement and any rights or obligations     
hereunder may not be assigned or delegated by Company or by Microsoft without   
the other party's prior written approval. Any attempted assignment, delegation, 
impermissible sublicense, transfer, encumbrance or other disposal by a party    
without such consent will be null and void. Except as otherwise provided, this  
Agreement will be binding upon and inure to the benefit of the parties'         
permitted successors and lawful assigns.                                        
11.6 Force Majeure. Neither party will be liable to the other under this        
Agreement for any delay or failure to perform its obligations under this        
Agreement if such delay or failure arises from any cause (including, without    
limitation, labor disputes, strikes, earthquake, floods, fire, lightning,       
utility or communications failures, earthquakes, vandalism, war, acts of        
terrorism, riots, insurrections, embargoes, or laws, regulations or orders of   
any governmental entity) beyond such party's reasonable control.                
11.7 Construction. If for any reason a court of competent jurisdiction finds    
any provision of this Agreement, or portion thereof, to be unenforceable, that  
provision of the Agreement will be enforced to the maximum extent permissible   
so as to affect the intent of the parties, and the remainder of this Agreement  
will continue in full force and effect. Failure by either party to enforce any  
provision of this Agreement will not be deemed a waiver of future enforcement   
of that or any other provision. This Agreement has been negotiated by the       
parties and their respective counsel and will be interpreted fairly in          
accordance with its terms and without any strict construction in favor of or    
against either party. A reference to a section of this Agreement will be deemed 
to be inclusive of any requirements or obligations referenced by that section,  
such as requirements referenced in an Exhibit.                                  
11.8 Entire Agreement. This Agreement does not constitute an offer by Microsoft 
and it shall not be effective until signed by both parties. This Agreement and  
its Exhibits, constitutes the entire agreement between the parties with respect 
to the subject matter hereof and merges all prior and contemporaneous           
communications. It may not be modified except by a written agreement dated      
subsequent to the date of this Agreement and signed on behalf of Company and    
Microsoft by their respective duly authorized representatives. IN WITNESS       
WHEREOF, the parties have entered into this Agreement as of the Effective Date  
written above.                                                                  

MICROSOFT CORPORATION                                                           
COMPANY                                                                         
Exhibit A                                                                       

DRM LICENSE FORMAT REQUIREMENTS                                                 

(1)  For the purposes of this exhibit, "Material Security Problem" means a      
security breach in DRM, or a security breach attributable to Company or to any  
Licensed Application that is a violation of Sections 2.3(g) and/or 2.3(i), or   
which otherwise defeats in any way the protective settings in the DRM Flags in  
licenses for WMC Content.                                                       
(2)  If a Licensed Application reads or writes Packaged WMC Content, it will    
adhere to rights provided by the associated DRM license. Below is a table for   
DRM version 1 listing the available rights, their definition, and the binary    
bit-placement of each and a table for DRM version 7 listing the XML-based       
rights and descriptions.                                                        
Bit-based rights for DRM version 1                                              

Bit                                                                             
Right                                                                           
Settings                                                                        
0x1                                                                             
Play on PC                                                                      
1    Allow playback on PC.                                                      
0    Do not allow playback on PC.                                               
0x2                                                                             
Transfer to a portable                                                          
device that is not SDMI                                                         
compliant                                                                       
1    Allow transfer to a portable device that is not SDMI                       
compliant.                                                                      
0    Do not allow transfer to a portable device that is not SDMI                
compliant.                                                                      
0x4                                                                             
Recover the license                                                             
1    Do not allow the license to be restored to the consumer by                 
Windows Media License Service.                                                  
0    Allow license recovery.                                                    
0x8                                                                             
Burn to CD                                                                      
1    Allow burning to a CD.                                                     
0    Do not allow burning to a CD.                                              
0x10                                                                            
Mark as SDMI validated                                                          
1    Mark content as SDMI validated. The media file can be                      
played on any SDMI-compliant playback device.                                   
0    Do not mark content as SDMI validated.                                     
0x20                                                                            
Limit to one-time use                                                           
1    Delete license after it is used one time.                                  
0    Do not restrict license to one-time use.                                   
0x40                                                                            
Save streams to disk                                                            
1          Allow streamed content to be saved to a disk.                        
0           Do not allow streamed content to be saved.                          
0x10000                                                                         
SDMI upgrade trigger                                                            
1           Content requires a player upgrade.                                  
0           Content does not require a player upgrade.                          
0x20000                                                                         
SDMI no more copies                                                             
1           Disallow transfer of content to another device                      
0           Allow transfer of content to another device                         

XML-based rights for DRM version 7                                              

Property                                                                        
Description                                                                     
AllowBackupRestore                                                              
Specifies and retrieves a Boolean value that indicates whether the  license     
permits backup and restoration.                                                 
AllowBurnToCD                                                                   
Specifies and retrieves a Boolean value that indicates whether the  license     
permits content to be copied to a CD in the RedBook Audio  format.              
AllowPlayOnPC                                                                   
Specifies and retrieves a Boolean value that indicates whether the  license     
permits content to be played on a client computer.                              
AllowTransferToNonSDMI                                                          
Specifies and retrieves a Boolean value that indicates whether the  license     
permits content to be transferred to non-SDMI-compliant  portable devices or    
portable media.                                                                 
AllowTransferToSDMI                                                             
Specifies and retrieves a Boolean value that indicates whether the  license     
permits content to be transferred to SDMI-compliant portable  devices or        
portable media.                                                                 
BeginDate                                                                       
Specifies and retrieves the date before which the license is not valid.         
BurnToCDCount                                                                   
Specifies and retrieves the number of times that content can be  copied to a    
CD.                                                                             
DeleteOnClockRollback                                                           
Specifies and retrieves a Boolean value that indicates whether a  license must  
be deleted if the clock is set to an earlier time.                              
DisableOnClockRollback                                                          
Specifies and retrieves a Boolean value that indicates whether a  license must  
be disabled if the clock is set to an earlier time.                             
ExpirationDate                                                                  
Specifies and retrieves the date after which the license is no longer  valid.   
MinimumAppSecurity                                                              
Specifies and retrieves the minimum security level that a player must  have to  
manipulate the content.                                                         
Playcount                                                                       
Specifies and retrieves the number of times the license permits  content to be  
played.                                                                         
PMAppSecurity                                                                   
Specifies and retrieves the security level for content that is being            
transferred to portable devices or portable media.                              
PMExpirationDate                                                                
Specifies and retrieves the expiration date for a media license. PMRights       
Specifies and retrieves the rights that govern content use with a               
portable license. TransferCount                                                 
Specifies and retrieves the number of times the content can be                  
transferred to portable devices or portable media.                              

The Licensed Application will check the rights available for the issued license 
and enable/disable functionality based on the tables above. The Licensed        
Application will provide no means (including but not limited to programming     
APIs, end-user selectable options, or purposeful or accidental placement of     
debugging information in the Licensed Application) for the enablement or        
disablement of the intended DRM functionality. Any Licensed Applications that   
write WMC Content will not set any DRM Flags other than 0x1, 0x2, 0x4, 0x8,     
0x10, 0x20, 0x40, 0x10000, 0x20000. Failure of a Licensed Application, as       
Distributed by Company, to abide by the rights issued in the WMC Content        
license constitutes a violation of this Agreement.                              

(3)  When transferring Packaged WMC Content to an MP3 Device or other, similar  
digital device, each Licensed Application will check and comply with the        
security level and DRM Flags in the license associated with that WMC Content,   
including any associated license conditions set in such DRM Flags. Further,     
Licensed Applications will not use, incorporate or call or enable any other     
software that modifies the behavior of the Licensed Application in a manner     
which causes it to violate the conditions of this Exhibit.                      

(4)  Microsoft may, during the Term, enhance the DRM features of the SDK,       
including the Redistributable Components, to eliminate potential security       
breaches and/or enhance DRM features (including ease of use) with respect to    
Packaged WMC Content. Company acknowledges that Microsoft will provide those    
users who are WMC Content providers of various Windows Media rights management  
applications with the ability to set the minimum revision level (or minimum     
security level) for compatibility of Packaged WMC Content, and that Licensed    
Applications created using older versions of the SDK and/or Redistributable     
Components may not be fully compatible with such future WMC Content.  Microsoft 
will use reasonable commercial efforts to: (i) provide Company with Updates to  
DRM that correct security breaches, though such Updates may require Company to  
agree to additional or alternative terms and conditions than that set forth in  
this Agreement; and (ii) notify Company of any actual security breaches in DRM  
which in Microsoft's sole and reasonable judgment would affect the Licensed     
Application.                                                                    

(5)  Notwithstanding Section 4 of this Agreement, if Microsoft provides Company 
with Updates to the SDK or Redistributable Components which correct actual or   
potential security breaches, Company will use commercially reasonable efforts   
to incorporate and/or make available to users of the Licensed Applications,     
through reasonable means (such as availability on a Company web site), such     
Updates of the SDK or Redistributable Components as part of and/or as Updates   
to such Licensed Applications. Company shall have a commercially reasonable     
period of time (not to exceed thirty (30) days from the date Company received   
such Updates) to incorporate and/or make available such Updates.                

(6)  To enable the DRM feature (including but not limited to playback/decode,   
transfer, and/or encoding/encryption) of the Redistributable Components for     
Company's Licensed Applications, Company must use the DRM Certificate. Company  
must use the DRM Certificate in accordance with the Certificate requirements of 
Exhibit D as such requirements may be updated periodically by Microsoft during  
the Term.                                                                       

(7)  Company may not use the SDK or any component thereof to develop or aid in  
the development of Licensed Applications to archive, copy, or save to           
non-volatile storage, any Windows Media Stream unless the Windows Media Stream  
is not Packaged. Nothing in this Agreement shall be deemed to authorize Company 
to infringe the copyright or other intellectual property rights of the owners   
of WMC Content.                                                                 

(8)  To the extent that any Packaged WMC Content is identified by a DRM Flag as 
compliant with or validated for the Secure Digital Music Initiative ("SDMI") as 
the rules of such compliance may be developed during the Term, Company will     
follow such SDMI rules in any use of DRM in its Licensed Applications. To the   
extent that SDMI rules conflict with the rules and capabilities of the current  
SDK, the SDK rules will take precedence. If the conflict is resolved by an      
Update, Company will take commercially reasonable efforts to update the         
Licensed Applications to comply within ninety (90) days. Any SDMI watermark     
requirements are Company and its Affiliate's sole responsibility. (9)           
Notwithstanding any provision of this Agreement, if Company intentionally or    
negligently fails to correct any Material Security Problem(s) and Microsoft has 
provided Company with two (2) business days notice of such Material Security    
Problem and has delivered any appropriate DRM Updates to Company with respect   
to such security problems as of such notice, then Microsoft or its authorized   
licensee or agent may, upon written notice at any time, revoke any associated   
DRM Certificate with respect to the particular Licensed Application with a      
Material Security Problem. (10)    Regardless of any express right set forth in 
this Exhibit, Licensed Applications will not Break Interoperability or          
Compromise Interoperability, or edit Packaged WMC Content that Company does not 
own or have the rights to so modify, and Licensed Applications will never       
modify WMC Content in a manner that violates the DRM Flags in any DRM license   
associated with the WMC Content. (11)   Licensed Applications supporting        
license acquisition functionality in the SDK must invoke individualization      
functionality in one of the following methods: (A) during setup, (B) by         
end-user invocation, or (C) when WMC Content that requires individualization is 
opened.                                                                         

Exhibit B                                                                       

INTEROPERABILITY REQUIREMENTS                                                   

Licensed Applications will not Break Interoperability or Compromise             
Interoperability. Although as of the Effective Date, Microsoft does not         
currently intend to significantly change the Interoperability Requirements in   
this Exhibit B during the Term, to the extent Microsoft changes such            
Interoperability Requirements, Company shall have a commercially reasonable     
period of time (not to exceed thirty (30) days from the date Company received   
notice of the new Interoperability Requirements) to bring its Licensed          
Applications in compliance with such new requirements.                          

(1)  Corrections of Interoperability Problems. Each party will diligently       
notify the other to the extent that any Licensed Application is alleged or      
found to Break Interoperability or to Compromise Interoperability for any       
reason. Such notification shall occur within five (5) business days of such     
party's discovery of the alleged or actual problem. Company will, at its        
expense, use reasonable commercial efforts to identify the cause of the alleged 
or actual problem and to resolve it within ten (10) business days of said       
notification. Microsoft will reasonably comply with Company's requests for      
additional information regarding the interoperability problem. Within two (2)   
days of resolving the interoperability problem, Company will release a software 
patch for any existing Licensed Applications, and/or immediately re-release all 
existing Licensed Applications which manifest the problem, and Company will     
incorporate the patch into, or substitute the re-released version for,          
Company's subsequent publicly released versions of the Licensed Application, if 
any.                                                                            

(2)  WMC Content Compatibility. WMC Content created by a Licensed Application   
will be fully compatible with the current commercially available version or     
Update of Windows Media Technologies at the time the Licensed Application is    
released, as shipped by Microsoft, without requiring additional plug-ins,       
applications, or other software. For purposes of this definition, "fully        
compatible" means that: (i) such WMC Content can be Packaged; (ii) the WMC      
Content can be streamed by a Windows Media Server as a Windows Media Stream;    
and (iii) the Windows Media Container is not altered or corrupted such that     
third party licensed applications properly using the Redistributable Components 
are capable of receiving a Windows Media Stream of such WMC Content (it is not  
a requirement that such third party licensed applications be able to decode and 
play the Content included in such WMC Content).                                 

(3)  WMF Content Compatibility. In addition to the obligations set forth in     
Section 2 of this Exhibit B, WMF Content created by the Licensed Application    
must be capable of being played back by Windows Media Player without any change 
or alteration of the WMF Content so created and without requiring additional    
plug-ins, applications, or other software.                                      

(4)  Latest Versions of Redistributable Components. Company will ship the       
latest commercially available Redistributable Components ("Latest               
Redistributable Components") with each new release of each Licensed             
Application. If Microsoft releases the Latest Redistributable Components within 
thirty (30) days of a commercial release of a version the Licensed Application, 
Company has the option of shipping either the Latest Redistributable Components 
or the most recent prior version of the Redistributable Components that was     
released at least thirty (30) days prior to the release of such Licensed        
Application. Company will not mix subsets of Redistributable Components from    
different versions of the SDK within (i) any release of the Licensed            
Application, or (ii) on an end- user's computer when a new version, patch,      
update, or feature of a Licensed Application is installed over a previous       
installation of the Licensed Application.                                       

(5)  Testing. Upon any public release of a Licensed Application, including each 
beta release, Company will notify Microsoft and make available to Microsoft     
concurrent with said release, at no cost to Microsoft, one copy of the Licensed 
Application (in object code form only) for purposes of confidential             
interoperability testing and related evaluation by Microsoft. Microsoft is      
granted the right to make a limited and reasonable number of copies of the      
Licensed Application, and Company agrees to furnish Microsoft any keys, runtime 
licenses, or other means necessary to enable the original and copies of the     
Licensed Application to properly function, solely for the purpose of such       
testing and evaluation. (6)   Referencing WMC Content. Licensed Applications    
shall reference WMC Content directly or via metafiles that are playable by the  
Windows Media Player, as shipped by Microsoft, without requiring additional     
plug-ins, applications, or other software to or with the Windows Media Player.  

Exhibit C                                                                       

FILE EXTENSION USAGE & FORMAT REQUIREMENTS/GUIDELINES WINDOWS MEDIA METAFILE    
REQUIREMENTS AND GUIDELINES                                                     

I.   FILE EXTENSION USAGE & FORMAT REQUIREMENTS/GUIDELINES                      

Audio Content, Video Content, and Script Commands, as used in this Exhibit C    
are defined below.                                                              

(1)  Except solely as expressly permitted in this Exhibit C, Licensed           
Applications will not (i) take ownership of or create WMC Content named with    
any of the following file extensions: .WMP, .WM, .WX, .WMX, .WMA, .WAX, .WMV,   
.WVX, .WMC, .ASF, or .ASX; and/or (ii) register for any of the following MIME 
types: audio/x-ms-wma, audio/x- ms-wax, video/x-ms-wmv, video/x-ms-wvx,         
audio/x-ms-wmp, video/x-ms-wmp, video/x- ms-asf, audio/x-ms-asf,                
video/x-ms-asx, video/x-ms-wx, video/x-ms-wmx, video/x-ms- wcx, video-x-ms-wm,  
or video/x-ms-wmx. (a)   Licensed Applications that create Windows Media        
Container files containing solely Audio Content with optional Script Commands,  
will use the .WMA file name extension.                                          

(b)  Licensed Applications that create Windows Media Container files containing 
solely Video Content and Audio Content with optional Script Commands will use   
the .WMV file name extension.                                                   

(c)  Licensed Applications that create WMC Content that can be played back by   
the Windows Media Player may use the .WMP file name extension provided that     
such WMC Content does not fit the description in 1(a) or 1(b) above in this     
Exhibit C.                                                                      

(d)  Licensed Applications may take ownership of the .WMA (and/or the           
associated audio/x-ms-wma MIME type) and/or .WAX (and/or the associated         
audio/x-ms-wax MIME type) file name associations provided that the Licensed     
Application (i) presents the end-user with a choice as to whether or not the    
Licensed Application should become the default application (only if an          
alternate application is already the default application), and (ii) be capable  
of rendering Audio Content and Script Commands, and (iii) be capable of parsing 
the Windows Media Metafile with the .WAX file name extension as described in    
Section II of this Exhibit C. (e)  Licensed Applications may take ownership of  
the .WMV (and/or the associated video/x-ms-wmv MIME type) and/or .WVX (and/or   
the associated video/x-ms-wvx MIME type) file name associations provided that   
the Licensed Application (i) presents the end-user with a choice as to whether  
or not the Licensed Application should become the default application (only if  
an alternate application is already the default application), and (ii) be       
capable of rendering Audio Content, Video Content, and Script Commands, and     
(iii) be capable of parsing the Windows Media Metafile with either the .WVX or  
the .WAX file name extension as described in Section II of this Exhibit C.      

(2)  Reclaiming File Extensions. Licensed Applications may reclaim media file   
associations changed by the Windows Media Player or a Licensed Application if   
they offer the user notice of the Licensed Application's desire to reset the    
file association and a simultaneous opportunity for the end-user to elect not   
to have this action undertaken.                                                 

(3)  Definitions. For purposes of this Exhibit C: (a)  "Script Commands" means  
the following script command Content in a Windows Media Container: (i)          
"FILENAME," whose purpose is to direct the Licensed Application to immediately  
process a specified file which may be different than the file that is currently 
being processed; (ii) "URL," whose purpose is to direct the Licensed            
Application to render a specified web page, either in the Licensed Application, 
or in a separate web browser; (iii) "EVENT," whose purpose is to direct the     
Licensed Application to process the specified "<event>" entry in the Metafile;  
(iv) "OPENEVENT," whose purpose is to notify the Licensed Application of an     
impending "EVENT" script command; and (v) "TEXT," whose purpose is to direct    
the Licensed Application to process closed captioning Content.                  

(b)  "Audio Content" means uncompressed audio data or audio data compressed in  
a manner that can be uncompressed with the audio Codecs, solely including, the  
Windows Media Audio Codec and the ACELP.net Audio Codec.                        

(c)  "Video Content" means uncompressed video data or video data compressed in  
a manner that can be uncompressed with the video Codecs, solely including the   
Windows Media Video Codec, Microsoft MPEG-4 version video Codec, and Windows    
Media Screen Capture Codec.                                                     

(d)  "Windows Media Audio Codec" means the current version of the audio         
compression and decompression software, algorithms and intellectual property.   
(e)  "ACELP.net Audio Codec" means the current object code version of the       
Algebraic Code Excited Linear Prediction vocoder software, algorithms and       
intellectual property licensed to Microsoft by Sipro Lab Telecom Inc.           

II.  WINDOWS MEDIA METAFILE REQUIREMENTS AND GUIDELINES                         
"Metafile" means a Windows Media metafile used by the Windows Media Player to   
control the local or streamed playback of Content. The Metafile consists of     
text in XML syntax, as fully specified in the SDK documentation. For example,   
the Metafile may include Content URLs, Content start time and play duration, as 
well as Content title/copyright/author. A Metafile shall have a .WAX or a .WVX  
file name extension. Metafiles with the .WAX filename extension will reference  
files only with the .WMA and/or .WAX file name extension.  Metafiles with the   
.WVX filename extension will reference files only with the .WMA, .WMV, .WAX,  
and/or .WVX file name extensions. Except as authorized in writing by the        
original provider of a Metafile, the Licensed Application shall not (i) alter   
the playback experience indicated by such Metafile; (ii) alter, or ignore       
Content specified by such Metafile; or (iii) present additional Content to the  
end user that was not originally specified in such Metafile. The table below    
lists the Metafile tags that must be supported by Company and its Affiliate's   
Licensed Applications. The tags are the same for metafiles that have either     
.WAX or .WVX file  extensions.                                                

Tag                                                                             
ABSTRACT                                                                        
ASX                                                                             
AUTHOR                                                                          
BASE                                                                            
COPYRIGHT                                                                       
DURATION                                                                        
ENDMARKER                                                                       
ENTRY                                                                           
ENTRYREF                                                                        
EVENT                                                                           
MOREINFO                                                                        
PREVIEWDURATION                                                                 
REF                                                                             
REPEAT                                                                          
STARTMARKER                                                                     
STARTTIME                                                                       
TITLE                                                                           

Exhibit D                                                                       

CERTIFICATE REQUIREMENTS                                                        

(1)  Each Licensed Application will:                                            

(i)  Statically link to the Certificate provided by Microsoft (whether a DRM    
Certificate or an SDK Certificate, as applicable); and                          

(ii) Use the Certificates or any one of them solely to enable the Licensed      
Application to interoperate with the Redistributable Components.                

(2)  The Certificate(s) are Microsoft Confidential Information. Company will    
not (i) share or disclose Certificates or other Confidential Information        
received from Microsoft pursuant to the certification process with any third    
party other than an Independent Contractor working pursuant to this Agreement   
and on a need-to-know basis, or (ii) use such Confidential Information for any  
purpose not permitted by this Agreement.                                        

(3)  Revocation of Certificates.                                                

(i)  Microsoft retains the right to revoke, or to instruct its licensees or     
agents to revoke on Microsoft's behalf, upon two (2) days written notice to     
Company, any Licensed Application Certificate if security of such Certificate   
has been publicly or generally compromised such that neither Microsoft nor      
Company can reasonably remedy the security breach.                              

(ii) Revocation may occur through a technical lockout implemented unilaterally  
by Microsoft, or contractually by a notice from Microsoft to Company. To        
implement a technical lockout Microsoft may deliver Licensed Application        
Certification revocation notices to Licensee Application users or their         
computers by any methods deemed reasonable by Microsoft. Such methods may       
include notifying DRM license servers of the Licensed Application Certificate   
revocation which will in turn (A) pass notice of the revocation to users'       
machines containing the Licensed Application installed when such machines       
acquire Content licenses from DRM license servers and (B) automatically update  
the Licensed Application. Company understands that revocation of a Certificate  
by technical means will disable a Licensed Application's ability to play or     
otherwise manipulate some or all WMC Content. If Microsoft revokes a            
Certificate by contractual notice, Company must immediately recall, update or   
otherwise ensure that affected Licensed Applications cannot play or otherwise   
manipulate WMC Content.                                                         

(iii)     Unless the compromise of a Certificate resulted from Company's        
material breach of this Agreement, Microsoft will work with Company to issue a  
new Certificate for the affected Licensed Application. With respect to a        
Licensed Application with a compromised DRM Certificate, Microsoft may, in its  
sole discretion, issue a new DRM Certificate for such Licensed Application.     
(iv) If the Licensed Application receives the NS_E_DRM_APPCERT_REVOKED error    
from the Redistributable Component, the Licensed Application will either (A)    
invoke an internal upgrade mechanism to restore the security of the Licensed    
Application, or                                                                 

(B) transfer the user to a Company Web site page which explains the security    
compromise and how to restore the security and reinstate complete playback      
functionality of the compromised Licensed Application.                          

(4)  Each Licensed Application and any Updates thereof released during the Term 
shall incorporate a unique and different DRM Certificate. Additional DRM        
Certificates shall be supplied to Company upon request in accordance with       
Section 3.3 of this Agreement.                                                  

Windows Media Format SDK License Agreement                                      
For Commercial Use                                                              
Version 7: December 2000                                                        

Exhibit 10.05C                                                                  

LICENSE AGREEMENT FOR                                                           
MICROSOFT WINDOWS MEDIA(tm) RIGHTS MANAGER                                      
SOFTWARE DEVELOPMENT KIT 7                                                      

This License Agreement for Microsoft Windows Media Rights Manager Software      
Development Kit 7 (the "Agreement") is entered into and effective as of         
________________________, 2001                                                  

(the "Effective Date"), by and between Microsoft Corporation, a Washington      
corporation located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and   
COMPANY, as described below ("Company").                                        

This Agreement is entered into with reference to the following information      
("Table") as well as the definitions set forth below:                           

[Licensed Applications are defined in Section 1.14. This box should be          
completed with a description of Licensed Applications.]                         

"Term":                                                                         
Beginning on the Effective Date and continuing for a period of one (1) year.    

1.   DEFINITIONS                                                                

When capitalized in this Agreement, the following terms have the meanings       
assigned to them by this Section 1. All other initially capitalized terms have  
the meanings assigned to them elsewhere in this Agreement.                      

1.1  "Affiliate" means, with respect to any legally recognizable entity, any    
other such entity Controlling, Controlled by, or under common Control with such 
entity. "Control," as used herein, means the possession of the power to direct  
or cause the direction of the management and policies of a legally recognizable 
entity, through the ownership of voting shares or by contract. Where such       
entity is a partnership, limited liability company, corporation, or similar     
entity and has partners, members, or shareholders with equal ownership          
interests or equal control interests, by contract or otherwise, then each such  
partner, member, or shareholder will be deemed to possess, directly or          
indirectly, the power to direct or cause the direction of the management and    
policies of that entity.                                                        

1.2  "Break Interoperability" means to: (a) Encapsulate WMC Content (whether    
Packaged or not), into or out of a disk-based or a network-transmitted form     
that is not fully supported by and interoperable with the WMF SDK; and/or (b)   
to impair or disable programs or applications that can validly create, access,  
or utilize WMC Content, whether Packaged or not, by exposing a means or method  
by which such programs or applications access or utilize WMC Content.           

1.3  "Codecs" means the audio and video compression/decompression algorithms    
used by or provided with the WMF SDK to compress and decompress Content.        

1.4  "Compromise Interoperability" means exposing a means or method (including, 
but not limited to, publicly defined interfaces or debugging information left   
in a Licensed Application) by which other programs, plug-ins, or applications   
can access or utilize (i) the function of the Redistributable Components; or    
(ii) Content extracted from WMC Content by the Licensed Application.            
Notwithstanding the foregoing, it will not in itself Compromise                 
Interoperability if Company establishes a plug-in software architecture for use 
with other functionality or features of the Licensed Applications and which is  
not used to access or utilize the functionality of the Redistributable          
Components or Content extracted from WMC Content.                               

1.5  "Confidential Information" means: (i) any pre-release software in object   
code form and any source code other than Samples; (ii) any trade secrets and/or 
other proprietary non-public information not generally known relating to        
Microsoft's product plans, designs, costs, prices and product names, software,  
finances, marketing plans, technical support requests, business opportunities,  
research, development or know-how, regardless of how obtained by the receiving  
party; and (iii) the terms and conditions of this Agreement. Notwithstanding    
the foregoing, "Confidential Information" will not include information that:    
(A) is or becomes generally known or available by publication, commercial use   
or otherwise through no fault of Company; (B) is generally known and has been   
reduced to tangible form by Company prior to the time of disclosure and is not  
subject to restriction; (C) is independently developed by Company without the   
use of the Confidential Information; (D) is lawfully obtained from a third      
party that has the right to make such disclosure; (E) is made generally         
available by Microsoft without restriction on disclosure; or (F) is released in 
writing by Microsoft for publication by Company.                                

1.6  "Content" means digital audio (including, but not limited to,              
timeline-synchronized audio, music, voice and sounds), digital video, and other 
digital information including data, text (including, but not limited to, script 
command data and related metadata such as a song title or an artist's name),    
animation, graphics, photographs, and artwork, and combinations of any or all   
of the foregoing.                                                               

1.7  "Distribute" means to use, reproduce, license, lease, sell, offer to sell  
or otherwise disseminate through any means now existing or later developed.     

1.8  "DRM" means Microsoft's digital rights management system for Windows Media 
Technologies that enables enforcement of business rules and license-based       
access to WMC Content consistent with the terms and conditions of this          
Agreement.                                                                      

1.9  "DRM Client" means Microsoft's client-side technology for use only by a    
Licensed Application that enables the enforcement of business rules and         
license-based access to WMC Content built with the WMF SDK or using the Windows 
Media Player.                                                                   

1.10 "DRM Certificate" means a Microsoft provided sub-component,                
unique-to-Company and/or unique to each Licensed Application that enables, in   
accordance with Section 2, a Licensed Application to use the Redistributable    
Components.                                                                     

1.11 "DRM Flag(s)" means the flag(s)/properties describing license condition(s) 
for, and set by the creator or authorized licensor of, Packaged WMC Content.    

1.12 "Encapsulate" means to place any form of containment around or to remove   
such containment from any portion or entirety of WMC Content, whether saved to  
disk or written to the network, with the exception of standard file-system and  
network protocol containment not specific to the form or function of the        
Licensed Application. For purposes of this definition of "Encapsulate," example 
protocol and standard file-system exceptions include, but are not limited to,   
the Windows File Allocation Table file system, and the TCP/IP network protocol. 

1.13 "Independent Contractor" means a third party temporary worker, company or  
other entity which is under written agreement with Company to develop,          
complete, or assist with the development or completion of research and          
development activities under the license rights granted under this Agreement,   
where such written agreement meets the terms and conditions of this Agreement,  
including, but not limited to, Sections 2, 5, 6, 7 and 8; provided, however,    
that "Independent Contractor" specifically excludes any entity that is a vendor 
of streaming and/or downloadable media technologies. The Distribution of a      
Licensed Application or selling services which involve streaming Content do not 
make an entity a "vendor of streaming and/or downloadable media technologies."  

1.14  "Licensed Application" means Company's application(s) or utilities        
(listed in the table on Page 1 of this Agreement under Company Licensed         
Application(s)) created using the SDK to (a) Package WMC Content, each of which 
are designed and intended for use solely on the Platforms, and (b) to issue     
digital licenses for Packaged Content.                                          

1.15 "Package" or "Packaged" means WMC Content that has been protected by DRM.  

1.16 "Platforms" means Microsoft's Windows 2000 server operating system         
software or any Microsoft server operating systems software that is a successor 
thereto (and Updates thereof, if any, and as may be provided by Microsoft       
pursuant to Section 4 during the "Term" as defined in the table on page 1 of    
this Agreement) on Intel x86 and compatible hardware platforms. "Platforms" do  
not include Windows CE or any other Microsoft or non-Microsoft operating        
systems, unless and to the extent they may be later supported by the SDK in     
Microsoft's sole discretion. 1.17  "Redistributable Components" means the       
following binary files: enrollobj.dll, licenseserver.dll, wmrmobjs.dll, which   
are located in the bin subdirectory, as installed by the SDK including such     
Updates thereof as may be provided pursuant to Section 4.                       

1.18 "Revocation Lists" means the electronic list obtained from a               
Microsoft-designated web site that contains revoked application DRM Certificate 
identifiers and/or DRM Client identifiers, and is utilized by the WMF SDK and   
applications built thereon, and by technology components of the Platforms, such 
as but not limited to the Windows Media Player 7. 1.19  "Samples" means any     
sample, human-readable code located in the "Samples" folder of the SDK, as      
installed by, the SDK, including any Updates thereof as may be provided by      
Microsoft pursuant to Section 4.                                                

1.20 "SDK" means Microsoft Windows Media Rights Manager Software Development    
Kit version 7 and, as provided in Section 4, Updates thereof during the Term.   
1.21 "Updates" means all subsequent public releases of software (including      
public beta releases), including public maintenance releases, error             
corrections, upgrades, enhancements, additions, improvements, extensions,       
modifications and successor versions.                                           

1.22 "Windows Media Container" means the current version, and any Updates       
during the Term, of the extensible file storage format developed by or for      
Microsoft for authoring, storing, editing, distributing, streaming, playing,    
referencing, or otherwise manipulating Content which are used by the Windows    
Media Technologies during the Term.                                             

1.23  "Windows Media Player" means any version of Microsoft's WMC Content       
player technology, which Microsoft supports on the Platforms during the Term.   
Optional third party plug-ins to the Windows Media Player that might be present 
on a user's machine are expressly not part of Windows Media Player.             

1.24 "Windows Media Server" means Microsoft's Windows Media Services server     
technology, as supported by Microsoft, in its sole discretion, on some of the   
Platforms or on other operating system platforms during the Term. Optional      
third party plug-ins to the Windows Media Server that might be present on a     
server machine are expressly not part of Windows Media Server.                  

1.25 "Windows Media Technologies" means the currently shipping (and Updates     
thereof during the Term) versions of the Windows Media Player, Windows Media    
Server, Windows Media Encoder, Windows Media Software Development Kit 7 and all 
its sub-components (including but not limited to, the WMF SDK and the Windows   
Media Rights Manager Software Development Kit), and WMC Content creation tools  
that Microsoft may choose, solely in its discretion, to release as part of the  
Platforms.                                                                      

1.26 "WMC Content" means Content contained within the Windows Media Container,  
and optionally Packaged. WMC Content includes, but is not limited to, WMF       
Content.                                                                        

1.27 "WMF Content" means Content encoded solely with Codecs, contained within   
the Windows Media Container, and optionally Packaged.                           

1.28 "WMF SDK" means Windows Media Format Software Development Kit 7, and any   

Updates to that kit.                                                            

2.   LICENSE GRANT & RESTRICTIONS                                               

2.1  SDK and Components License Grant. Expressly subject to the restrictions in 
Section 2.2, Microsoft hereby grants Company a limited, non-exclusive,          
non-assignable, worldwide, nontransferable, royalty-free, fully paid up, right  
and license during the Term to:                                                 

(a)  Use, copy, and install (i) an unlimited number of copies of the SDK and    
its components on computers running validly licensed copies of Microsoft        
Windows 2000 Server operating system software, which computers must be located  
at premises owned or leased by Company and its Affiliates, to design, test,     
develop and deploy Licensed Application(s), and (ii) copies of the SDK and its  
components on computers located at premises owned or leased by Company's        
Independent Contractors in a number reasonably necessary to carry out           
development work for Company consistent with this Agreement; provided that such 
copies may be used in accordance with this Section 2.1(a) solely to develop     
Licensed Applications; and                                                      

(b)  Distribute and have Distributed the binary forms of the Redistributable    
Components solely as part of the Distribution of Licensed Applications.         

2.2  License Restrictions and Requirements.                                     

(a)  Preservation of Interoperability. Company will neither develop, nor have   
third parties develop for Company, Licensed Applications which Break            
Interoperability or which Compromise Interoperability. Company will comply with 
the interoperability requirements set forth in Exhibit A, and use commercially  
reasonable efforts to comply                                                    

with updates to Exhibit A during the Term. (b)    XML Modification. The XML     
headers provided in the SDK will be automatically modified based on the data    
input using the SDK tool components. Company may not otherwise modify the XML   
headers or use any tools not provided with the SDK for the purpose of modifying 
the XML headers.                                                                

(c)  Limited Right to use Samples. Company may only use the Samples as a        
reference for understanding the programming concepts of the SDK. The Samples    
may not be used in a production environment or for any other purpose.           

(d)  Non-Malicious Intent. Licensed Applications shall not be specifically      
designed to degrade, overload, or stress any component of Windows Media         
Technologies.                                                                   

(e)  Usage of File Extensions. Each Licensed Application shall comply with the  
file extension usage guidelines as set forth in Exhibit B as may be updated by  
Microsoft periodically during the Term.                                         

(f)  Revocation Lists. Company will use commercially reasonable efforts to (i)  
check the Web site designated by Microsoft for Updates on Revocation Lists on   
at least a weekly basis and upon receipt of email notices from Microsoft, and   
(ii) update, within the timeframe set forth in Exhibit C for class level 1, all 
production license servers that host Licensed Applications with new Revocation  
Lists posted by Microsoft on such Web site.                                     

(g)  Security Break. Company will use commercially reasonable efforts to        
integrate any security fixes made available by Microsoft with Licensed          
Applications within the timeframe set forth in Exhibit C. Microsoft will notify 
Company Contact (see Section                                                    

2.2(h) below) via web site or email of a security break and the class level as  
such levels are defined in Exhibit C. For class levels 1 and 2, security fixes  
may be provided by Microsoft via email and Web-based alerts.                    

(h)  Company Contact. In the event that the Company elects to change the        
Company Contact ("Company Contact" means the person that registered for the DRM 
Certificate) during the Term, Company will use commercially reasonable efforts  
to notify Microsoft of the new Company Contact by sending mail to DRM-          

CERT@microsoft.com or as otherwise directed in writing by Microsoft.            

(i)  SDMI. To the extent Packaged WMC Content is identified by a DRM Flag as    
compliant with or validated for the Secure Digital Music Initiative ("SDMI") as 
the rules of such compliance may be developed during the Term, Company will     
follow such SDMI rules in any use of DRM in its Licensed Applications. To the   
extent that SDMI rules conflict with the rules and capabilities of the current  
SDK, the SDK rules will take precedence. If the conflict is resolved by an      
Update provided by Microsoft pursuant to Section 4, Company will take           
commercially reasonable efforts to update the Licensed Applications to comply   
with the timeframe set forth in Exhibit C. Any SDMI watermark requirements are  
Company and its Affiliate's sole responsibility.                                

(j)  Redistributable Components. Company's rights under Section 2.1(b) with     
respect to Redistributable Components are expressly conditioned upon its        
compliance with the following obligations:                                      

(i)  Company will not authorize further Distribution of the Redistributable     

Components by end users of Licensed Applications.                               

(ii) Company will not use Microsoft's name, logo or trademarks to market or     
promote any Licensed Application, except as permitted by a separate agreement   
between the parties.                                                            

(iii)     Company will include in the "About Box" for all Licensed Applications 
where                                                                           

GUI interface is used, a copyright notice which states the following: "Portions 
utilize Microsoft Windows Media Technologies. Copyright (c) 2000 Microsoft      
Corporation. All Rights Reserved." (iv) No Further Redistribution/No Reverse    
Engineering. Company will not Distribute or have Distributed the SDK or any     
component thereof, other than as expressly permitted in this Section 2. Company 
may not reverse engineer, decompile, disassemble, or otherwise use the SDK or   
any component thereof to seek to discover the source code (other than the       
Sample Source), components, Codecs, DRM, protocols or Windows Media Container,  
or data created by Microsoft or any third parties, except and only to the       
extent that such activity is expressly permitted by applicable law              
notwithstanding this limitation.                                                

(k)  End User License Agreements. Company will Distribute Licensed Applications 
with an end-user license agreement consistent with, and no less protective of   
Microsoft's rights than, this Agreement.                                        

2.3  Ownership; Reservation of Rights. Microsoft retains all right, title and   
interest in and to the SDK and any and all components thereof, and any copies   
of the SDK that Company is expressly permitted to make herein. This Agreement   
shall not be construed in any manner as transferring any rights of ownership or 
license to the SDK and any and all components thereof, and/or to the features   
or information therein, except as expressly licensed in this Section 2. All     
title and intellectual property rights in and to the Content which may be       
accessed through use of the SDK are the property of the respective content      
owner and may be protected by applicable copyright or other intellectual        
property laws and treaties. This Agreement grants Company no rights to use such 
Content. If the SDK contains documentation which is provided only in electronic 
form, Company may print up to five (5) copies of such electronic documentation. 
Company may not copy the printed materials accompanying the SDK (if any).  All  
rights not expressly granted by Microsoft are reserved.  Under no circumstances 
will the license grants set forth in this Section 2 be construed as granting,   
by implication, estoppel or otherwise, a license to any Microsoft technology or 
under any Microsoft intellectual property other than the SDK.                   

3.   DELIVERY; ACCEPTANCE                                                       

3.1  Delivery of SDK. The SDK is provided to Company either directly or through 
a general release on a Microsoft web site.                                      

3.2  Acceptance. The SDK is deemed accepted by Company.                         

3.3  Delivery of DRM Certificate. Company must obtain a DRM Certificate from    
the web site designated by Microsoft in the documentation accompanying the SDK. 
As of the Effective Date, DRM Certificates and/or additional SDK Certificates   
will be delivered to Company as Company may reasonably request such additional  
Certificates from time to time for use by its Licensed Applications, subject to 
Company's compliance with the terms and conditions of this Agreement and        
Microsoft's policies for issuing DRM Certificates.                              

4.   SDK UPDATES                                                                

During the Term, Microsoft will use reasonable commercial efforts to provide    
Updates to the SDK, if any, as such Updates become commercially available.      
Updates, if any, may be provided by general posting on a Microsoft website.     
Microsoft may make such Updates to the SDK available pursuant to the terms of   
this Agreement or, in Microsoft's sole discretion, Microsoft may condition the  
release of such Updates to Company upon Company's execution of an amendment to  
this Agreement (or a separate agreement). Notwithstanding anything to the       
contrary in this Agreement, Microsoft has no obligation to provide maintenance, 
end user support, technical support or Updates to the SDK or Licensed           
Applications in any respect.  Company shall be responsible for any and all      
maintenance, end user support, technical support and Updates with respect to    
the Licensed Applications. Company will use commercially reasonable efforts to  
incorporate the most recent Updates, including without limitation new           
Revocation Lists delivered or made available to it by Microsoft into all        
subsequent versions of Licensed Applications.                                   

5.   CONFIDENTIALITY                                                            

5.1  Company will protect the Confidential Information from unauthorized        
dissemination and use with the same degree of care that Company uses to protect 
its own like information.  Company will only use the Confidential Information   
as permitted by this Agreement.  Company will not disclose the Confidential     
Information to third parties without the prior written consent of Microsoft, or 
as expressly authorized by this Agreement. Except as expressly provided in this 
Agreement, no ownership or license rights is granted in any Confidential        
Information. This Agreement will not act as a general or master confidentiality 
agreement between the parties.                                                  

5.2  Company's obligations of confidentiality under this Agreement will not be  
construed to limit Company's right to independently develop or acquire          
products, including competing products without use of Microsoft's Confidential  
Information.  5.3   Publicity. Neither party will make any public announcement  
regarding the terms of this Agreement without the other's prior written         
approval and consent as to the form and content of any public announcements.    

6.   WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT    
AND ITS SUPPLIERS PROVIDE THE DRM CERTIFICATES, REVOCATION LISTS, SDK, UPDATES, 
ANY CONFIDENTIAL INFORMATION AND OTHER MICROSOFT TECHNOLOGY PROVIDED UNDER THIS 
AGREEMENT (COLLECTIVELY "MICROSOFT TECHNOLOGY") AS IS AND WITH ALL FAULTS, AND  
HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR       
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES OR    
CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF  
VIRUSES, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, AND OF LACK OF   
NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE MICROSOFT      
TECHNOLOGY. FURTHER, THERE IS NO, AND MICROSOFT DISCLAIMS ANY, WARRANTY OR      
CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO        
DESCRIPTION OR NON- INFRINGEMENT, WITH REGARD TO THE MICROSOFT TECHNOLOGY. THE  
ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE    
MICROSOFT TECHNOLOGY, IF ANY, REMAINS WITH COMPANY.                             

7.   INDEMNITY                                                                  

7.1  Indemnity. Company shall, at its expense and Microsoft's request, defend   
any claim or action brought by a third party against Microsoft, or Microsoft's  
Affiliates, directors, or officers, arising out of or related to the Licensed   
Applications ("Company Claims"), and Company will indemnify and hold Microsoft  
harmless from and against any costs, damages and fees reasonably incurred by    
Microsoft, including but not limited to fees of outside attorneys and other     
professionals, that are attributable to such Company Claims. Microsoft shall:   
(i) provide Company reasonably prompt notice in writing of any such Company     
Claims and permit Company, through counsel chosen by Company, to answer and     
defend such Company Claims; and (ii) provide the entity defending such claim    
information, assistance and authority, at such entity's expense, to help defend 
such Company Claims.  Company will not be responsible for any settlement made   
by Microsoft without Company's written permission, which permission will not be 
unreasonably withheld or delayed.  Company will consult with Microsoft on the   
choice of any counsel under this Section 7.                                     

7.2  Settlement by Company. Unless Company obtains for Microsoft a complete     
release of all Company Claims, Company may not settle any Company Claim under   
this Section 7 on Microsoft's behalf without first obtaining Microsoft's        
written permission, which permission will not be unreasonably withheld or       
delayed. In the event Company and Microsoft agree to settle a Company Claim,    
Company agrees not to disclose terms of the settlement without first obtaining  
Microsoft's written permission, which will not be unreasonably withheld or      
delayed.                                                                        

8.   DISCLAIMER OF CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY 8.1 EXCLUSION 
OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT   
PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MICROSOFT AND ITS AFFILIATES BE   
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES          
WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR       
CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL      
INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD     
FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR     
OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR    
INABILITY TO USE THE MICROSOFT TECHNOLOGY OR OTHERWISE UNDER OR IN CONNECTION   
WITH ANY PROVISION OF AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT           
(INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF       
WARRANTY OF MICROSOFT OR ANY SUPPLIER, AND EVEN IF MICROSOFT, ANY OF ITS        
AFFILIATES OR COMPANY AND ANY COMPANY AFFILIATE HAS BEEN ADVISED OF THE         
POSSIBILITY OF SUCH DAMAGES. 8.2.  LIMITATION OF LIABILITY AND REMEDIES.        
NOTWITHSTANDING ANY DAMAGES THAT COMPANY MIGHT INCUR FOR ANY REASON WHATSOEVER  
(INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR  
GENERAL DAMAGES), THE ENTIRE AGGREGATE LIABILITY OF MICROSOFT AND ANY MICROSOFT 
SUPPLIER OR AFFILIATE UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO 
THE ACTUAL AMOUNT PAID BY COMPANY UNDER THIS AGREEMENT OR FIFTY DOLLARS         
($50.00), WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS, EXCLUSIONS AND       
DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN 
IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.                                      

9.   TERMINATION                                                                

9.1  Term. This Agreement will continue for the Term unless earlier terminated  
pursuant to Section 9.2.                                                        

9.2  Termination for Cause.                                                     

(a)  Either party may suspend performance and/or terminate this Agreement       
immediately upon written notice at any time if the other party is in material   
breach of any material warranty, term, condition or covenant of this Agreement, 
other than those contained in Section 5 and Section 2.2, and fails to cure that 
breach within fifteen (15) days after written notice thereof.                   

(b)  Microsoft may suspend performance and/or terminate this Agreement          
immediately upon written notice at any time if:                                 

(i)  Company is in material breach of Section 5; or                             

(ii) Company is in material breach of Section 2.2 and fails to cure, or take    
steps to cure which are satisfactory to Microsoft in Microsoft's sole           
discretion, that breach within one (1) business day after written notice from   
Microsoft.                                                                      

9.3  Survival of License Rights.                                                

(a)  Unless this Agreement is terminated by Microsoft pursuant to this Section  
9 for Company's material breach of Sections 2.1, 2.2, and/or 5, Company's       
Distribution rights for then-current Licensed Applications under Sections       
2.1(b) (solely with respect to the then-current versions of the Redistributable 
Components as may have been delivered by Microsoft to Company, and remaining    
expressly subject to the obligations under Section 2.2) will survive any        
expiration of the Term or termination of this Agreement. Upon any such          
termination or expiration of the Term of this Agreement, Company will receive   
no further Updates to the SDK and will not be issued any further DRM            
Certificates. Following the expiration of the Term, Microsoft may revoke        
Company's continuing rights under Section 2.1 should Company breach any of the  
provisions of Sections 2.1, 2.2, and/or 5. (b). If this Agreement is terminated 
for Company's material breach of Sections 2.1, 2.2, and/or 5, then upon the     
effective date of termination (i) Company's rights under Sections 2.1 shall     
immediately terminate, and (ii) Company shall immediately return or, at         
Microsoft's option, destroy all Microsoft Confidential Information. Any         
Distribution prior to the effective date of termination by Company to end users 
of Licensed Applications including Redistributable Components which have been   
already validly granted under an end user license agreement in compliance with  
this Agreement shall, subject to applicable restrictions under Section 2.2, not 
be affected and shall remain in full force and effect. No other rights of       
Company shall survive termination for Company's material breach of Sections     
2.1, 2.2 and/or 5.                                                              

9.4  Survival. In the event of termination or expiration of this Agreement for  
any reason, Sections 2.3, 5, 6, 7, 8 and 10 will survive. Neither party will be 
liable to the other for damages of any sort resulting solely from terminating   
this Agreement in accordance with its terms.                                    

10.  GENERAL PROVISIONS                                                         

10.1 Notices. All notices and requests in connection with this Agreement shall  
be deemed given as of the day they are received either by messenger, delivery   
service, or in the United States of America mails, postage prepaid, certified   
or registered, return receipt requested. Any such notices to Company should be  
sent to the address set forth in the table on the first page of this Agreement, 
and sent to the attention of the Company Contact named in such table.  Any such 
notices to Microsoft should be addressed as follows:                            

Address:                                                                        
Copy to:                                                                        
Microsoft Corporation                                                           
One Microsoft Way                                                               
Redmond, WA 98052-6399                                                          
Attention:     Vice-President                                                   
Digital Media Division                                                
Microsoft Corporation                                                           
One Microsoft Way                                                               
Redmond, WA  98052-6399                                                         
Attention:  Law & Corporate Affairs                                             
Phone:    (425) 882-8080                                                        
Phone:    (425) 882-8080                                                        
Fax: (425) 936-7329                                                             
Fax: (425) 936-7409                                                             

   or to such other address as a party may designate pursuant to this notice
provision.                                                                      

10.2  Independent Parties. Nothing in this Agreement will be construed as       
creating an employer- employee relationship, an agency relationship, a          
partnership, or a joint venture between the parties.                            

10.3  Governing Law. This Agreement will be governed by the laws of the State   
of Washington, as though entered into between Washington residents and          
performed entirely within the State of Washington. Any action or litigation     
concerning this Agreement will take place exclusively in the federal or state   
courts in King County, Washington, and the parties expressly consent to         
jurisdiction of and venue in such courts and waive all defenses of lack of      
personal jurisdiction and forum non conveniens with respect to such courts.     
Company hereby agrees to service of process by mail or other method acceptable  
under the laws of the State of Washington.                                      

10.4  Attorneys' Fees. In any action or suit to enforce any right or remedy     
under this Agreement or to interpret any provision of this Agreement, the       
prevailing party will be entitled to recover its reasonable, documented costs,  
including reasonable attorneys' fees and fees of other litigation-related       
professionals, such as expert witnesses and accountants. If such a case or suit 
is settled, both parties will pay their own costs and expenses, unless          
otherwise specified in a settlement agreement.                                  

10.5 Assignment or Delegation. This Agreement and any rights or obligations     
hereunder may not be assigned or delegated by Company or by Microsoft without   
the other party's prior written approval. Any attempted assignment, delegation, 
impermissible sublicense, transfer, encumbrance or other disposal by a party    
without such consent will be null and void. Except as otherwise provided, this  
Agreement will be binding upon and inure to the benefit of the parties'         
permitted successors and lawful assigns.                                        

10.6 Force Majeure. Neither party will be liable to the other under this        
Agreement for any delay or failure to perform its obligations under this        
Agreement if such delay or failure arises from any cause (including, without    
limitation, labor disputes, strikes, earthquake, floods, fire, lightning,       
utility or communications failures, earthquakes, vandalism, war, acts of        
terrorism, riots, insurrections, embargoes, or laws, regulations or orders of   
any governmental entity) beyond such party's reasonable control.                

10.7 Construction. If for any reason a court of competent jurisdiction finds    
any provision of this Agreement, or portion thereof, to be unenforceable, that  
provision of the Agreement will be enforced to the maximum extent permissible   
so as to effect the intent of the parties, and the remainder of this Agreement  
will continue in full force and effect. Failure by either party to enforce any  
provision of this Agreement will not be deemed a waiver of future enforcement   
of that or any other provision. This Agreement has been negotiated by the       
parties and their respective counsel and will be interpreted fairly in          
accordance with its terms and without any strict construction in favor of or    
against either party. A reference to a section of this Agreement will be deemed 
to be inclusive of any requirements or obligations referenced by that section,  
such as requirements referenced in an Exhibit.                                  

10.8 Entire Agreement. This Agreement does not constitute an offer by Microsoft 
and it shall not be effective until signed by both parties. This Agreement and  
its Exhibits, constitutes the entire agreement between the parties with respect 
to the subject matter hereof and merges all prior and contemporaneous           
communications. It may not be modified except by a written agreement dated      
subsequent to the date of this Agreement and signed on behalf of Company and    
Microsoft by their respective duly authorized representatives. IN WITNESS       
WHEREOF, the parties have entered into this Agreement as of the Effective Date  
written above.                                                                  

MICROSOFT CORPORATION                                                           
Exhibit A                                                                       

INTEROPERABILITY REQUIREMENTS                                                   

Licensed Applications will not Break Interoperability or Compromise             
Interoperability. (1)    Corrections of Interoperability Problems. Each party   
will diligently notify the other to the extent that any Licensed Application is 
alleged or found to Break Interoperability or to Compromise Interoperability    
for any reason. Company will, at its expense, use reasonable commercial efforts 
to identify the cause of the alleged or actual problem and to resolve it within 
ten (10) business days of said notification. Microsoft will reasonably comply   
with Company's requests for additional information regarding the                
interoperability problem. When the interoperability problem is resolved,        
Company will immediately release a software patch for any existing Licensed     
Application, and/or immediately re-release all existing Licensed Applications   
which manifest the problem, and Company will incorporate the patch into, or     
substitute the re-released version for, Company's subsequent publicly released  
versions in either external or in internal production of the Licensed           
Application, if any.                                                            

(2)  WMC Content Compatibility. WMC Content created by a Licensed Application   
will be fully compatible with the current commercially available version or     
Update of Windows Media Technologies at the time the Licensed Application is    
released, as shipped by Microsoft, without requiring additional plug-ins,       
applications, or other software. For purposes of this definition, "fully        
compatible" means that: (i) such WMC Content can be Packaged; (ii) the WMC      
Content can be streamed by a Windows Media Server as a Windows Media Stream;    
and (iii) the Windows Media Container is not altered or corrupted such that     
Licensed Applications properly using the Redistributable Components are capable 
of receiving a Windows Media Stream of such WMC Content (it is not a            
requirement that such Licensed Applications be able to decode and/or play the   
Content included in such WMC Content).                                          

(3)  WMF Content Compatibility. In addition to the obligations set forth in     
Section 2 of this Exhibit A, WMF Content created by the Licensed Application    
must be capable of being played back by Windows Media Player without any change 
or alteration of the WMF Content so created and without requiring additional    
plug-ins, applications, or other software.                                      

(4)  Testing. Upon any public release of a Licensed Application, including each 
beta release, Company will notify Microsoft and make available to Microsoft     
concurrent with said release, at no cost to Microsoft, one copy of the Licensed 
Application (in object code form only) for purposes of confidential             
interoperability testing and related evaluation by Microsoft. Microsoft is      
granted the right to make a limited and reasonable number of copies of the      
Licensed Application, and Company agrees to furnish Microsoft any keys, runtime 
licenses, or other means necessary to enable the original and copies of the     
Licensed Application to properly function, solely for the purpose of such       
testing and evaluation. For purposes of this Exhibit A, "Windows Media Stream"  
means: (i) real-time or on-demand WMC Content delivered across a network,       
including (without limitation) wired or wireless communications media, using IP 
Multicast, HTTP, MMSU, MMST, MSBD, or other protocols supported by Windows      
Media Technologies during the Term; and (ii) WMC Content files. For a Licensed  
Application, a Windows Media Stream can originate from, without limitation, a   
Licensed Application or third party application built with the SDK pursuant to  
a license from Microsoft, a Windows Media Technologies component, an HTTP       
server, a local or network shared file system, a Content Proxy Server, or a     
Cache Proxy Server. For purposes of this definition: (A) "Cache Proxy Server"   
means an application, under a license from Microsoft, (1) that is a server that 
streams or delivers WMC Content that has originated solely from a Windows Media 
Server, and (2) that performs caching and delivery functions solely for the     
purpose of enhancing network performance in delivering Windows Media Streams    
from a Windows Media Server to a Windows Media Player or Licensed Application;  
and (B) "Content Proxy Server" means an application, under a license from       
Microsoft, that is a server which streams or manages WMC Content for purposes   
of distribution and tracking Windows Media Streams.                             

 Exhibit B

FILE EXTENSION USAGE GUIDELINES                                                 

If Licensed Application Packages any WMC Content using the .ASF, .WMP, .WM,     
.WMA,                                                                         
.WMV file extensions, such file extensions may not be altered.                

 Exhibit C

Security Fix Severity Schedule                                                  

Severity                                                                        
Criteria                                                    
Time Limit                                                                      

Class 1                                                                         

Revocation Lists for security breaks                                            

3 days                                                                          

Class 2                                                                         

Updates for software binary components replacing certain or all Microsoft       
provided .dlls in all Licensed Applications.                                    

14 days                                                                         

Class 3                                                                         

Modification by Company to Licensed Applications to implement updates to        
functionality for security fixes provided by Microsoft.                         

30 days                                                                         

[CAPTION]                                                                       
Exhibit 10.06                                                                   

 LICENSE AGREEMENT
 between
  SunnComm, Inc.
 and
  Fahrenheit Entertainment, Inc.

THIS LICENSE AGREEMENT (this "Agreement") is made effective this First day of   
December, 2000 between Fahrenheit Entertainment, Inc., incorporated under the   
laws of Florida with corporate offices located at 10200 E. Girard Ave, Building 
C-255 Denver, Colorado 80231 ("Licensee"), and SUNNCOMM, INC., a Nevada         
corporation, with offices at 668 North 44th Street, Suite 220, Phoenix, Arizona 
85008 USA ("Licensor").                                                         

WHEREAS, Licensor is the owner of proprietary, patent-pending encryption and    
copy-protection technology designed to copy protect digital music (the "Audio   
Copy Protection System"), together with the Licensed Properties as defined      
below, and;                                                                     

WHEREAS, Licensee is desirous of acquiring a license to apply the Audio Copy    
Protection System, together with the Licensed Properties, to sound recordings   
embodied on compact discs manufactured, marketed and distributed by Licensee    
(the "Products"), and;                                                          

WHEREAS, Licensor is willing to grant said license upon the terms and           
conditions set forth herein:                                                    

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, 
terms, conditions, and agreements, hereinafter expressed, and other good and    
valuable consideration, the receipt and sufficiency for which is acknowledged,  
the parties agree as follows:                                                   

DEFINITIONS. As used in this Agreement:                                         

A.   "Licensed Properties" shall mean the rights to the Know-How and the Marks, 
as defined herein.                                                              

B.   "Know-How" shall mean all trade secrets, patent rights and other           
proprietary information, technology, processes and procedures that are          
necessary to develop, apply, produce and otherwise commercially exploit the     
Audio Copy Protection System.                                                   

C.   "Marks" shall mean all rights to use the name "SUN-X" and other names,     
trademarks, service marks or logos used by Licensor in connection with the      
Know-How.                                                                       

D.   "Net Factory Sales Price" is defined as the gross retail selling price of  
each unit of the Products. If Products are made abroad, less usual trade        
discounts actually allowed, but not including advertising allowances or fees or 
commissions paid to employees or agents of Licensee. The Net Factory Sales      
Price shall not include (1) import and export taxes, excise and other sales     
taxes, and customs duties, and (2) costs of insurance and transportation, if    
separately billed, from the place of manufacture if in the U.S., or from the    
place of importation if manufactured abroad, to the customer's premises or next 
point of distribution or sale. Subject to the minimum royalty payment described 
in Section 2(A) below, bona fide returns not to exceed 25% of total sales of    
Products may be deducted from units of Products shipped in computing the        
royalty payable after such returns are made.                                    

1.   GRANT OF LICENSE.                                                          

A.   In accordance with this Agreement, Licensor grants to Licensee a           
nonexclusive, nontransferable worldwide license to apply the Audio Copy         
Protection System, together with the Licensed Properties, to the Products       
solely in connection with the manufacturing, sale, marketing, distribution and  
advertising of the Products. Licensor shall, at its expense and without         
additional costs to Licensee, disclose the Know-How to Licensee, including      
manuals, test data and research results. Licensor shall also, at its expense    
and without additional costs to Licensee, share with Licensee the information   
possessed by Licensor, whether now or in the future, that my be beneficial to   
Licensee's use of the license granted hereunder, including without limitation   
Know-How developed after the date of this Agreement.                            

B.   The license granted to Licensee hereunder shall be exclusive only as       
itrelates to any Products by artists for which Licensee promotes and            
distributes exclusively pursuant to a written exclusive recording agreement     
between such artists and Licensee. It is not the intent of Licensor to grant an 
exclusive right to the use of the Audio Copy Protection System and the Licensed 
Properties otherwise, except as stated herein. Licensee agrees that it shall    
use the Audio Copy Protection System exclusively during the term of this        
Agreement and any extensions thereof.                                           

C.   The rights granted to Licensee hereunder shall include any additional      
intellectual property rights used, developed or otherwise acquired by Licensor  
that are in any way related to the Audio Copy Protection System and the         
Licensed Properties, including any rights in any modifications or improvements  
to the Audio Copy Protection System and the Licensed Properties developed by    
Licensor (either alone or jointly with third parties) without substantial aid   
or involvement by Licensee (collectively, "Licensor Modifications"). Licensor   
Modifications shall be solely owned by Licensor. Licensor shall, at its         
expense, promptly disclose to Licensee all such additional intellectual         
property rights (including without limitation Licensor Modifications) and shall 
share with Licensee the related information free of charge.                     

2.   PERFORMANCE & COMPENSATION.                                                

Upon the execution of this Agreement, Licensee agrees as follows:               

A.   Licensee herein agrees that Licensee shall not pay compensation to         
Licensor for the use of the technology during the term as stipulated in         
Paragraph 3 below. Licensor acknowledges that Licensee is acting as a           
technology partner during the term of this agreement, and that Licensee's       
application of the technology and the distribution of the Licensee's products   
shall be all compensation during the term of this agreement.                    

B.   Licensee hereby agrees to ship the minimum number of units of Product to   
which the Audio Copy Protection System has been applied in accordance with the  
during the term of this agreement. This minimum number shall be 25,000 units    
per month.                                                                      

C.   Upon at least three (3) days advance written notice given to Licensee by   
Licensor, Licensee shall make available to Licensor, or if requested by         
Licensee, to a Certified Public Accountant or other independent third-party     
agreeable to Licensor and Licensee, during reasonable business hours at         
Licensee's principal place of business those books and records of Licensee that 
relate to the subject matters of this Agreement. Licensor may, at its expense,  
cause an audit of such books and records by a Certified Public Accountant or    
other independent third-party agreeable to Licensor and Licensee.               

3.   DURATION, DEFAULTS & TERMINATION.                                          

A.   This Agreement shall remain in effect, unless sooner terminated upon the   
mutual agreement of Licensor and Licensee, upon the following terms and         
conditions:                                                                     

1.   The initial term of the license granted herein shall be One (1) year.      

2.   Licensor shall supply or provide to Licensee the following:                

a. Available Know-How to enable Licensee to apply the Audio Copy Protection     
System to its Products and to develop and manufacture on a commercial scale all 
of its Products in the same manner as it is currently using.                    

b. Suitably qualified technical support staff to assist and supervise in the    
transfer of the Audio Copy Protection System and additional assistance to       
Licensee as reasonably required.                                                

c. Licensee shall not be entitled to sub-license the license granted under this 
Agreement to any third party or to any subsidiary.                              

d. Licensee shall have no right to manufacture, use or sell the Audio Copy      
Protection System or the Licensed Properties otherwise than as expressly set    
forth herein.                                                                   

A.   There shall be a "TESTING PHASE" which shall expire ninety (90) days after 
the first date of delivery by Licensor or the technology to Licensee. During    
the "testing phase", Licensor agrees as follows: Licensor shall remedy, at its  
expense, any problems which occurs on any units published by licensee, up to a  
ceiling of 2,500 units. In that regard, Licensor shall pay the actual cost of   
manufacturing those "problem" units. A "problem" shall be defined for the       
purpose of this paragraph as the corruption of the audio on a specific unit or  
units in a definable way.                                                       

B.   If Licensee violates or fails to keep or perform any other obligation,     
term, or condition, or covenant, hereof, or if Licensee shall be adjudged       
bankrupt or become insolvent or make an assignment for the benefit of           
creditors, or be placed in the hands of a receiver or Trustee in bankruptcy,    
then Licensor may, at its option, cancel and terminate this Agreement by giving 
thirty (30) days written notice specifying default complained hereof, provided  
however, that if Licensee shall, within such (30) thirty days cure the default  
complained of, then the notice shall cease to be operative and this Agreement   
shall continue in full force and effective as though such default had not       
occurred, and provided further that if Licensee shall within such (30) days     
notify Licensor in writing that it disputes the asserted default, the matter    
shall be submitted to arbitration a hereinafter provided.                       

D.   Termination of this Agreement shall not impair or prejudice any cause of   
action or claim that one party may have against the other party for any         
breachof this Agreement.                                                        

4.   Quality Control and Use of Licensed Properties                             

A.   The quality of the Audio Copy Protection System and the Licensed           
Properties provided by Licensee shall be substantially consistent with such     
services and products provided by Licensor or by others authorized by Licensor  
unless otherwise approved by Licensor.                                          

B.   Each unit of Product to which the Audio Copy Protection System has been    
applied shall bear the trademark "SUN-X" in form, print size and position       
mutually acceptable to the parties hereto.                                      

C.   Licensee shall use confidentiality, patent, trademark and other notices in 
connection with the Audio Copy Protection System and the Licensed Properties in 
accordance with reasonable guidelines provided by Licensor.                     

D.   Licensor shall provide Licensee with samples of all promotional materials, 
if any, used by Licensor in connection with the Audio Copy Protection System    
and the Licensed Properties. Licensee may duplicate and distribute promotional  
materials obtained from Licensor to promote its Products to which the Audio     
Copy Protection System has been applied, and may prepare and use its own        
promotional materials (subject to Licensor's approval, which shall not be       
unreasonably withheld) for the marketing and promotion of such Products.        
Licensee may use its own marks in conjunction with the Marks.                   

5.   ARBITRATION. All disputes under this Agreement that cannot be resolved by  
the parties shall be submitted to arbitration under the rules and regulations   
of the American Arbitration Association. Either party may invoke this Section   
after providing 30 days' written notice to the other party. Any award may be    
enforced by a court of law. The arbitration hearing shall be held in            
MaricopaCounty in the State of Arizona. Each party hereto shall choose one      
arbitrator, and the two chosen arbitrators shall choose a third arbitrator. The 
majority decision of the arbitrators shall be final, and the non-prevailing     
party shall bear the cost and expense of the arbitration, including the         
reasonable attorneys' fees and arbitration costs and fees of the prevailing     
party.                                                                          

6.   WARRANTIES.                                                                

A.   Licensor represents and warrants that it is the exclusive owner of all     
right, title and interest in and to the Audio Copy Protection System and the    
Licensed Properties, that no other person has any superior rights to or in the  
Audio Copy Protection System and the Licensed Properties, and that it knows of  
no person who claims any superior rights in or to the Audio Copy Protection     
System and the Licensed Properties. Licensor represents and warrants that it    
has the power, authority and legal right to enter into this Agreement.          

B.   Licensor represents and warrants that the use of the Audio Copy Protection 
System and the Licensed Properties by Licensee pursuant to this Agreement will  
not conflict with or infringe on the rights of other persons, and that it knows 
of no person who claims that the use of the Audio Copy Protection System and    
the Licensed Properties by Licensee will conflict with or infringe on the       
rights of any person.                                                           

C.   During the term of this Agreement, Licensor shall take all actions         
reasonably necessary to maintain and protect the Audio Copy Protection System   
and the Licensed Properties, and shall take no action that impairs or           
diminishes the Audio Copy Protection System and the Licensed Properties.        

D.   Licensor shall take all actions necessary to enforce, defend and otherwise 
protect the Audio Copy Protection System and the Licensed Properties. If        
Licensee requests Licensor to take legal action to protect any aspect of the    
Audio Copy Protection System and the Licensed Properties, Licensor shall        
either: (i) promptly take such legal action at Licensor's expense; or (ii)      
cooperate with Licensee to allow Licensee to take such legal action at          
Licensee's expense. Each party shall promptly notify the other if such party    
becomes aware of any information indicating that there may be an infringing or  
otherwise unauthorized use of the Audio Copy Protection System and the Licensed 
Properties or that there is an authorized claim or potential claim of a right   
in the Audio Copy Protection System and the Licensed Properties. Either party   
who takes legal action under this Section shall keep the other party informed   
of all decisions and actions relating to such legal action, and shall, upon     
request, provide the other party with copies of all documents relating to such  
action. Licensor and Licensee shall cooperate with each other to take all       
actions authorized under this Section. Nothing in this Section shall prevent    
Licensee from taking legal action to enforce or defend its own intellectual     
properties. The rights provided under this Section are without prejudice to any 
other available remedies.                                                       

7.   TRANSFER OF RIGHTS. This Agreement shall be binding on any successors and  
assigns of the parties. Licensor retains the right to assign its interests in   
this Agreement to any other party. Licensee may assign its interest in this     
Agreement upon receipt of prior written consent from Licensor.                  

8.   ENTIRE AGREEMENT. This Agreement contains the entire agreement of the      
parties and there are no other promises or conditions in any other agreement    
whether oral or written. This Agreement supersedes any prior written or oral    
agreements between the parties.                                                 

9.   RELATIONSHIP. Licensor and Licensee and their employees and agents or      
independent contractors in relation to one another with respect to all matters  
arising under this Agreement. Neither this Agreement nor any transaction under  
or relating to this Agreement shall be deemed to create an agency, partnership, 
joint venture, association or employment relationship between the parties.      

10.  AMENDMENT. This Agreement may be modified or amended, if the amendment is  
made in writing and is signed by both parties.                                  

11.  SEVERABILITY. If any provision of this Agreement shall be held to be       
invalid or unenforceable for any reason, the remaining provisions shall         
continue to be valid and enforceable. If a court finds that any provision of    
this Agreement is invalid or unenforceable, but that by limiting such provision 
it would become valid or enforceable, then such provision shall be deemed to be 
written, construed, and enforced as so limited.                                 

12.  WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any    
provision of this Agreement shall not be construed as a waiver or limitation of 
that party's right to subsequently enforce and compel strict compliance with    
every provision of this Agreement.                                              

13.  NOTICE. All correspondence such as purchase orders, statements, payments,  
notices, etc. shall be considered as so delivered to Licensor or Licensee when  
sent by registered mail, postage prepaid, within (10) days' written notice      
thereof delivered to:                                                           

If to Licensor:     SUNNCOMM INC.                                               
Attn: President                         
668 North 44th Street                   
Suite 220                               
Phoenix, AZ 85008                       
Attn: Peter H. Jacobs                   
Facsimile: (602) 267-7400               
Telephone: (602) 267-7500               

With copies to:     Gammage & Burnham                                 
Two N. Central Avenue, 18th Floor       
Phoenix, Arizona 85004                  
Attn: William D. O'Neal, Esq.           
Facsimile (602) 256-4475                
Telephone: (602) 256-4468               

If to Licensee:     Fahrenheit Entertainment, Inc.                    
       Attn: Peter Trimarco, President & CEO
10200 E. Girard Ave.          
Denver, Colorado 80231        
Tel: 303-745-6252             
Fax: 303-745-6435             

14.  APPLICABLE LAW. This Agreement shall be governed by the laws of the State  
of Arizona without regard to conflict of law rules                              

15.  COUNTERPARTS. This Agreement may be executed in one or more counterparts,  
each of which shall be deemed an original, but all of which together shall      
constitute one and the same Agreement.                                          

16.  CONFIDENTIALITY. Licensee acknowledges that the Audio Copy Protection      
System and the Licensed Properties are proprietary to Licensor and highly       
confidential (its "Confidential Information") and Licensor acknowledges that    
Licensee may disclose proprietary and confidential information (its             
"Confidential Information") to Licensor during the term hereof. Accordingly,    
each party agrees to:                                                           

A.   Maintain the other party's Confidential Information in confidence and not  
use, copy, modify or distribute any such Confidential Information except as     
permitted by this Agreement;                                                    

B.   Restrict access to the other party's Confidential Information to those of  
its employees, contractors and agents who reasonably require access to such     
Confidential Information in order to perform the activities permitted by this   
Agreement;                                                                      
C.   Provide the other party written notice of any breach to this Section       
within fifteen (15) days of learning of such breach;                            

D.   Upon early termination of this Agreement immediately return all originals  
and copies of the other party's Confidential Information, including without     
limitation computer data and other records or memorials of Know-How in any form 
or quantity, that may have been provided to the other.                          

E.   No obligation of confidentiality or return of information as stated above  
shall extend to information that: (i) was known by the receiving party prior to 
its delivery hereunder, except for all material provided by Licensor to         
Licensee prior to the execution of this Agreement; (ii) becomes known to the    
receiving party through no act of its own or its employees, subcontractors or   
agents; or (iii) becomes a matter of public knowledge through no fault of the   
receiving party or its agents, subcontractors or agents.                        

F.   Each party represents and warrants to the other that it will maintain      
confidentiality agreements and obligations with its respective employees,       
subcontractors and agents which will impose upon them confidentiality           
obligations consistent with this Agreement.                                     

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

LICENSOR:                                                                       

SUNNCOMM INC., a Nevada corporation                                             

By:                                                                           
John D. Aquilino, Chairman                                            

LICENSEE:                                                                       

Fahrenheit Entertainment, Inc.                                                  

By                                                                              
Peter Trimarco, President & CEO                                       

 Exhibit 10.07

LICENSE AGREEMENT 
between 
SunnComm, Inc.
and 
Will-Shown Technology Company, Ltd. 

THIS LICENSE AGREEMENT (this "Agreement") is made effective this 5th day of     
December, 2000 between WILL-SHOWN TECHNOLOGY COMPANY, LTD, incorporated under   
the laws of the R.O.C.with corporate offices located at 2A, No 137, SEC, 2,     
TA-Tung Road, Shiju City, Taipei Hsien, Taiwan, R.O.C. ("Licensee"), and        
SUNNCOMM, INC., a Nevada corporation, with offices at 668 North 44th Street,    
Suite 220, Phoenix, Arizona 85008 USA ("Licensor").                             

WHEREAS, Licensor is the owner of proprietary, patent-pending encryption and    
copy-protection technology designed to copy protect digital music (the "Audio   
Copy Protection System"), together with the Licensed Properties as defined      
below, and;                                                                     

WHEREAS, Licensee is desirous of acquiring a license to apply the Audio Copy    
Protection System, together with the Licensed Properties, to sound recordings   
embodied on compact discs manufactured, marketed and distributed by Licensee    
(the "Products"), and;                                                          

WHEREAS, Licensor is willing to grant said license upon the terms and           
conditions set forth herein:                                                    

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, 
terms, conditions, and agreements, hereinafter expressed, and other good and    
valuable consideration, the receipt and sufficiency for which is acknowledged,  
the parties agree as follows:                                                   

DEFINITIONS. As used in this Agreement:                                         

A.   "Licensed Properties" shall mean the rights to the Know-How and the Marks, 
as defined herein.                                                              

B.   "Know-How" shall mean all trade secrets, patent rights and                 
otherproprietary information, technology, processes and procedures that are     
necessary to develop, apply, produce and otherwise commercially exploit the     
Audio Copy Protection System.                                                   

C.   "Marks" shall mean all rights to use the name "SUN-X" and other names,     
trademarks, service marks or logos used by Licensor in connection with the      
Know-How.                                                                       

D.   "Net Factory Sales Price" is defined as the gross retail selling price of  
each unit of the Products. If Products are made abroad, less usual trade        
discounts actually allowed, but not including advertising allowances or fees or 
commissions paid to employees or agents of Licensee. The Net Factory Sales      
Price shall not include (1) import and export taxes, excise and other sales     
taxes, and customs duties, and (2) costs of insurance and transportation, if    
separately billed, from the place of manufacture if in the U.S., or from the    
place of importation if manufactured abroad, to the customer's premises or next 
point of distribution or sale. Subject to the minimum royalty payment described 
in Section 2(A) below, bona fide returns not to exceed 25% of total sales of    
Products may be deducted from units of Products shipped in computing the        
royalty payable after such returns are made.                                    

1.   GRANT OF LICENSE.                                                          

A.   In accordance with this Agreement, Licensor grants to Licensee a           
nonexclusive, nontransferable worldwide license to apply the Audio Copy         
Protection System, together with the Licensed Properties, to the Products       
solely in connection with the manufacturing, sale, marketing, distribution and  
advertising of the Products. Licensor shall, at its expense and without         
additional costs to Licensee, disclose the Know-How to Licensee, including      
manuals, test data and research results. Licensor shall also, at its expense    
and without additional costs to Licensee, share with Licensee the               
informationpossessed by Licensor, whether now or in the future, that my be      
beneficial to Licensee's use of the license granted hereunder, including        
without limitation Know-How developed after the date of this Agreement.         

B.   The license granted to Licensee hereunder shall be exclusive only as it    
relates to any Products by artists for which Licensee promotes and distributes  
exclusively pursuant to a written exclusive recording agreement between such    
artists and Licensee. It is not the intent of Licensor to grant an exclusive    
right to the use of the Audio Copy Protection System and the Licensed           
Properties otherwise, except as stated herein. Licensee agrees that it shall    
use the Audio Copy Protection System exclusively during the term of this        
Agreement and any extensions thereof.                                           

C.   The rights granted to Licensee hereunder shall include any additional      
intellectual property rights used, developed or otherwise acquired by Licensor  
that are in any way related to the Audio Copy Protection System and the         
Licensed Properties, including any rights in any modifications or improvements  
to the Audio Copy Protection System and the Licensed Properties developed by    
Licensor (either alone or jointly with third parties) without substantial aid   
or involvement by Licensee (collectively, "Licensor Modifications"). Licensor   
Modifications shall be solely owned by Licensor. Licensor shall, at its         
expense, promptly disclose to Licensee all such additional intellectual         
property rights (including without limitation Licensor Modifications) and shall 
share with Licensee the related information free of charge.                     

2.   PERFORMANCE & COMPENSATION.                                                

Upon the execution of this Agreement, Licensee agrees to pay Licensor an        
advance royalty fee of USD Forty Thousand Dollars ($40,000.00).                 

A.   Licensee herein agrees that Licensee shall pay Licensor a three            
percent(3%) royalty on the Net Factory Sales Price on each unit of Product sold 
to which the Audio Copy Protection System has been applied, but in no event     
shall Licensor receive a royalty of less than twenty cents ($.20) for each such 
unit of Product sold. Payment shall be calculated on a monthly basis and shall  
be paid within 30 days from the end of each prior month.                        

B.   Licensee hereby agrees to ship the minimum number of units of Product to   
which the Audio Copy Protection System has been applied in accordance with the  
schedule set forth on TABLE A below (the "Minimum Performance Requirement").    
Licensee's failure to meet the Minimum Performance Requirement shall not        
relieve Licensee of the obligation to pay monthly royalties pursuant to Section 
2(A) above based upon such Minimum Performance Requirement.                     

 TABLE A
 -------
Minimum Units per Month                  Contract Year  
-----------------------                  -------------  
    100,000                             0 - 6 months
    200,000                             7 - 9 months
 800,000                             2 - 3
1,250,000                             4 - 5 
1,500,000                             6 - 7 
1,750,000                             8 - 9 
2,000,000                            10 - 11
2,500,000                            12 - 13

C.   Licensee shall pay to Licensor all royalties due on a monthly basis within 
thirty (30) days from the end of each month. Within thirty (30) days after the  
end of each calendar month, Licensee shall submit to Licensor a written         
statement setting forth the actual number of units shipped of Product to which  
the Audio Copy Protection System has been applied, the Net Factory Sales Price  
for each such unit of Product, the amount of royalty due on each such unit of   
Product for the previous month, and any adjustments for returns. Failure to pay 
any royalty payment when due shall constitute a material breach of this         
Agreement. If such breach is not cured within the applicable cure period set    
forth in Section 3(C) below, Licensor may terminate this Agreement upon written 
notice to Licensee and pursue any and all legal and equitable remedies          
available to Licensor Late royalty payments shall bear simple interest at the   
rate of twelve percent (12%) per annum until paid in full.                      

D.   Upon at least three (3) days advance written notice given to Licensee by   
Licensor, Licensee shall make available to Licensor, or if requested by         
Licensee, to a Certified Public Accountant or other independent third-party     
agreeable to Licensor and Licensee, during reasonable business hours at         
Licensee's principal place of business those books and records of Licensee that 
relate to the subject matters of this Agreement. Licensor may, at its expense,  
cause an audit of such books and records by a Certified Public Accountant or    
other independent third-party agreeable to Licensor and Licensee, and any       
additional royalties determined to be due shall be paid by Licensee within      
fifteen (15) days of written notification of underpayment to Licensee. If such  
underpayment exceeds five percent (5%) of the outstanding royalties owed,       
Licensee shall pay the cost and expense of the audit.                           

3.   DURATION, DEFAULTS & TERMINATION.                                          

A.   This Agreement shall remain in effect, unless sooner terminated upon the   
mutual agreement of Licensor and Licensee, upon the following terms and         
conditions:                                                                     

1.   The initial term of the license granted herein shall be seven (7) years    
with three (3) consecutive option periods of two (2) years each beginning at    
the end of the initial term. Each option, which shall be exercised at the sole  
discretion of Licensee, shall be subject to the applicable Minimum Performance  
Requirement as set forth in TABLE A above.                                      

2.   Licensor shall supply or provide to Licensee the following:                

e. Available Know-How to enable Licensee to apply the Audio Copy Protection     
System to its Products and to develop and manufacture on a commercial scale all 
of its Products in the same manner as it is currently using.                    

f. Suitably qualified technical support staff to assist and supervise in the    
transfer of the Audio Copy Protection System and additional assistance to       
Licensee as reasonably required.                                                

g. Licensee shall not be entitled to sub-license the license granted under this 
Agreement to any third party or to any subsidiary.                              

h. Licensee shall have no right to manufacture, use or sell the Audio Copy      
Protection System or the Licensed Properties otherwise than as expressly set    
forth herein.                                                                   

B.   This Agreement shall expire simultaneously with the expiration of the      
longest-lived option as extended by Licensee, unless sooner terminated pursuant 
to the terms of this Agreement.                                                 

C.   If Licensee fails to pay Licensor moneys payable under the terms hereof,   
or if Licensee violates or fails to keep or perform any other obligation, term, 
or condition, or covenant, hereof, or if Licensee shall be adjudged bankrupt or 
become insolvent or make an assignment for the benefit of creditors, or be      
placed in the hands of a receiver or Trustee in bankruptcy, then Licensor may,  
at its option, cancel and terminate this Agreement by giving thirty (30) days   
written notice specifying default complained hereof, provided however, that if  
Licensee shall, within such (30) thirty days cure the default complained of,    
then the notice shall cease to be operative and this Agreement shall continue   
in full force and effective as though such default had not occurred, and        
provided further that if Licensee shall within such (30) days notify Licensor   
in writing that it disputes the asserted default, the matter shall be submitted 
to arbitration a hereinafter provided.                                          

D.   Termination of this Agreement granted herein shall not relieve Licensee of 
its obligations to pay Licensor moneys due and unpaid at the time of            
termination. Termination of this Agreement shall not impair or prejudice any    
cause of action or claim that one party may have against the other party for    
any breach of this Agreement.                                                   

4.   Quality Control and Use of Licensed Properties                             

A.   The quality of the Audio Copy Protection System and the Licensed           
Properties provided by Licensee shall be substantially consistent with such     
services and products provided by Licensor or by others authorized by Licensor  
unless otherwise approved by Licensor.                                          

B.   Each unit of Product to which the Audio Copy Protection System has been    
applied shall bear the trademark "SUN-X" in form, print size and position       
mutually acceptable to the parties hereto.                                      

C.   Licensee shall use confidentiality, patent, trademark and other notices in 
connection with the Audio Copy Protection System and the Licensed Properties in 
accordance with reasonable guidelines provided by Licensor.                     

D.   Licensor shall provide Licensee with samples of all promotional materials, 
if any, used by Licensor in connection with the Audio Copy Protection System    
and the Licensed Properties. Licensee may duplicate and distribute promotional  
materials obtained from Licensor to promote its Products to which the Audio     
Copy Protection System has been applied, and may prepare and use its own        
promotional materials (subject to Licensor's approval, which shall not be       
unreasonably withheld) for the marketing and promotion of such Products.        
Licensee may use its own marks in conjunction with the Marks.                   

5.   ARBITRATION. All disputes under this Agreement that cannot be resolved by  
the parties shall be submitted to arbitration under the rules and regulations   
of the American Arbitration Association. Either party may invoke this Section   
after providing 30 days' written notice to the other party. Any award may be    
enforced by a court of law. The arbitration hearing shall be held in Maricopa   
County in the State of Arizona. Each party hereto shall choose one arbitrator,  
and the two chosen arbitrators shall choose a third arbitrator. The majority    
decision of the arbitrators shall be final, and the non-prevailing party shall  
bear the cost and expense of the arbitration, including the reasonable          
attorneys' fees and arbitration costs and fees of the prevailing party.         

6.   WARRANTIES.                                                                

A.   Licensor represents and warrants that it is the exclusive owner of all     
right, title and interest in and to the Audio Copy Protection System and the    
Licensed Properties, that no other person has any superior rights to or in      
theAudio Copy Protection System and the Licensed Properties, and that it knows  
of no person who claims any superior rights in or to the Audio Copy Protection  
System and the Licensed Properties. Licensor represents and warrants that it    
has the power, authority and legal right to enter into this Agreement.          

B.   Licensor represents and warrants that the use of the Audio Copy Protection 
System and the Licensed Properties by Licensee pursuant to this Agreement will  
not conflict with or infringe on the rights of other persons, and that it knows 
of no person who claims that the use of the Audio Copy Protection System and    
the Licensed Properties by Licensee will conflict with or infringe on the       
rights of any person.                                                           

C.   During the term of this Agreement, Licensor shall take all actions         
reasonably necessary to maintain and protect the Audio Copy Protection System   
and the Licensed Properties, and shall take no action that impairs or           
diminishes the Audio Copy Protection System and the Licensed Properties.        

D.   Licensor shall take all actions necessary to enforce, defend and otherwise 
protect the Audio Copy Protection System and the Licensed Properties. If        
Licensee requests Licensor to take legal action to protect any aspect of the    
Audio Copy Protection System and the Licensed Properties, Licensor shall        
either: (i) promptly take such legal action at Licensor's expense; or (ii)      
cooperate with Licensee to allow Licensee to take such legal action at          
Licensee's expense. Each party shall promptly notify the other if such party    
becomes aware of any information indicating that there may be an infringing or  
otherwise unauthorized use of the Audio Copy Protection System and the Licensed 
Properties or that there is an authorized claim or potential claim of a right   
in the Audio Copy Protection System and the Licensed Properties. Either party   
who takes legal action under this Section shall keep the other party informed   
of all decisions and actions relating to such legal action, and shall, upon     
request, provide the other party with copies of all documents relating to such  
action. Licensor and Licensee shall cooperate with each other to take all       
actions authorized under this Section. Nothing in this Section shall prevent    
Licensee from taking legal action to enforce or defend its own intellectual     
properties. The rights provided under this Section are without prejudice to any 
other available remedies.                                                       

7.   TRANSFER OF RIGHTS.  This Agreement shall be binding on any successors and 
assigns of the parties. Licensor retains the right to assign its interests in   
this Agreement to any other party. Licensee may assign its interest in this     
Agreement upon receipt of prior written consent from Licensor.                  

8.   ENTIRE AGREEMENT. This Agreement contains the entire agreement of the      
parties and there are no other promises or conditions in any other agreement    
whether oral or written. This Agreement supersedes any prior written or oral    
agreements between the parties.                                                 

9.   RELATIONSHIP. Licensor and Licensee and their employees and agents or      
independent contractors in relation to one another with respect to all matters  
arising under this Agreement. Neither this Agreement nor any transaction under  
or relating to this Agreement shall be deemed to create an agency, partnership, 
joint venture, association or employment relationship between the parties.      

10.  AMENDMENT. This Agreement may be modified or amended, if the amendment is  
made in writing and is signed by both parties.                                  

11.  SEVERABILITY. If any provision of this Agreement shall be held to be       
invalid or unenforceable for any reason, the remaining provisions shall         
continue to be valid and enforceable. If a court finds that any provision of    
this Agreement is invalid or unenforceable, but that by limiting such provision 
it would become valid or enforceable, then such provision shall be deemed to be 
written, construed, and enforced as so limited.                                 

12.  WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any    
provision of this Agreement shall not be construed as a waiver or limitation of 
that party's right to subsequently enforce and compel strict compliance with    
every provision of this Agreement.                                              

13.  NOTICE. All correspondence such as purchase orders, statements, payments,  
notices, etc. shall be considered as so delivered to Licensor or Licensee when  
sent by registered mail, postage prepaid, within (10) days' written notice      
thereof delivered to:                                                           

If to Licensor:     SUNNCOMM INC.                                               
Attn: President                         
668 North 44th Street                   
Suite 220                               
Phoenix, AZ 85008                       
Attn: Peter H. Jacobs                   
Facsimile: (602) 267-7400               
Telephone: (602) 267-7500               

With copies to:     Gammage & Burnham                                           
Two N. Central Avenue, 18th Floor       
Phoenix, Arizona 85004                  
Attn: William D. O'Neal, Esq.           
Facsimile (602) 256-4475                
Telephone: (602) 256-4468               

If to Licensee:     WILL-SHOWN TECHNOLOGY CO. LTD.                    
Attn: Joe Shih                
   2A, No 137, SEC, 2, TA-Tung Road,
          Shiju City, Taipei Hsien, Taiwan, R.O.C.

14.  APPLICABLE LAW. This Agreement shall be governed by the laws of the State  
of Arizona without regard to conflict of law rules                              

15.  COUNTERPARTS. This Agreement may be executed in one or more counterparts,  
each of which shall be deemed an original, but all of which together shall      
constitute one and the same Agreement.                                          

16.  CONFIDENTIALITY. Licensee acknowledges that the Audio Copy Protection      
System and the Licensed Properties are proprietary to Licensor and highly       
confidential (its "Confidential Information") and Licensor acknowledges that    
Licensee may disclose proprietary and confidential information (its             
"Confidential Information") to Licensor during the term hereof. Accordingly,    
each party agrees to:                                                           

A.   Maintain the other party's Confidential Information in confidence and not  
use, copy, modify or distribute any such Confidential Information except as     
permitted by this Agreement;                                                    

B.   Restrict access to the other party's Confidential Information to those of  
its employees, contractors and agents who reasonably require access to such     
Confidential Information in order to perform the activities permitted by this   
Agreement;                                                                      
C.   Provide the other party written notice of any breach to this Section       
within fifteen (15) days of learning of such breach;                            

D.   Upon early termination of this Agreement immediately return all originals  
and copies of the other party's Confidential Information, including without     
limitation computer data and other records or memorials of Know-How in any form 
or quantity, that may have been provided to the other.                          

E.   No obligation of confidentiality or return of information as stated above  
shall extend to information that: (i) was known by the receiving party prior to 
its delivery hereunder, except for all material provided by Licensor to         
Licensee prior to the execution of this Agreement; (ii) becomes known to the    
receiving party through no act of its own or its employees, subcontractors or   
agents; or (iii) becomes a matter of public knowledge through no fault of the   
receiving party or its agents, subcontractors or agents.                        

F.   Each party represents and warrants to the other that it will maintain      
confidentiality agreements and obligations with its respective employees,       
subcontractors and agents which will impose upon them confidentiality           
obligations consistent with this Agreement.                                     

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

LICENSOR:                                                                       

SUNNCOMM INC., a Nevada corporation                                             

By: /s/ Peter H Jacobs                                                        
-----------------------------                                                 
Peter H Jacobs, President                                             

LICENSEE:                                                                       

WILL-SHOWN TECHNOLOGY CO. LTD,                                                  

By   /s/ Joe Shih                                                               
-------------------------------                                                 
Joe Shih, it's President                                              

  AGREEMENT ADDENDUM

1. The "Licensee" will ask the "Licensor" to provide one set of software        
package which has been installed with "The Audio Copy Protection System"        

2. Licensee shall be given thirty (30) days from the date of installation at    
Licensee's facilities to penetrate the technology and confirm Licensee's        
systems as described herein function normally.                                  

IN WITNESS whereof the parties hereto have executed the Agreement Addendum in   
accordance with their respective constitutions the day and year first written   
above.                                                                          

FOR SUNNCOMM, INC.                                                              

BY__________________________________                                            
Peter H. Jacobs, President                                                

FOR WILL-SHOWN TECHNOLOGY COMPANY                                               

BY____________________________________                                          
Joe Shih, President                                                     

 Exhibit 10.08

COFCO Chinese Cultural Center 
Lease Agreement 
WITH
MICROSPECTACULAR, INC.

Cover Page of Facts and Summary of Salient Information                          

Section   Parties, Term; Premises                                             

01                                                                            

Section   Rent; Adjustments To Rent; Security Deposit; Landlord's Lien,       
Renewal Option, Adjustments to Rent (Operating                                  
02        Costs), Definitions                                                 

Section   Use; Restrictions On Use; Building Requirements; Enjoyment; Services
By Landlord                                                                     
03                                                                            

Section   Assignment; Sublet; Recapture Of Premises; Mortgage By Landlord;    
Subordination; Attornment; Estoppel                                             
04        Certificate; Notice To Mortgagee; Sale By Landlord                  

Section   Maintenance And Repairs; Right Of Entry; Alterations; Lines; Signs  

05                                                                            

Section   Insurance; Indemnity; Subrogation                                   

06                                                                            

Section   Damage And Destruction                                              

07                                                                            

Section   Condemnation                                                        

08                                                                            

Section   Surrender Of Premises                                               

09                                                                            

Section   Default; Events; Remedies                                           

10                                                                            

Section   General Provisions                                                  

11                                                                            

Section   Exhibits                                                            

12                                                                            

Exhibit   Floor Plan                                                          

"A"                                                                           

Exhibit   Rules and Regulations                                               

"B"                                                                           

PARTIES.                                                                        

TENANT:                          LANDLORD:                                    
MicroSpectacular, Inc.           COFCO Investment Company, L.L.C.             
State/Province of Organization:  State/Province of Organization:              
Nevada                           Arizona                                      
Address for Notices:             Address for Notices:                         
668 North 44th Street, Suite 241 668 North 44th Street, Suite 233             
Phoenix, Arizona 85008           Phoenix, Arizona 85008                       
Copy of Notices To:              Copy of Notices To:                          
Peter H. Jacobs, President       Allen R. Bowman, President                   
Lynn Marzonie, Controller        Rob Reblin, Controller                       

TERM.                                                                           
Commencement Date:                                                              
Will be on the date the City of Phoenix issues the "Certificate of Occupancy"   
for the office space.                                                           

LEASED PREMISES.                                                                
Suite #241, 242, 243, 244 & 245 as shown on Exhibit "A".                        

SIZE OF PREMISES.                                                               
Approximately: 5,093 square feet of rentable area.                              

RENT. "Commencement Date will be on the date the City of Phoenix issues the     
"Certificate of Occupancy" for the office space. Note: this amount includes     
operating expenses as indicated by the expense stop.                            

Monthly Rental: Months 01-12 $ 8,488.33 ($20.00/sq.ft.)                       
Months 13-24 $ 8,912.75 ($21.00/sq.ft.)                                       
Months 25-36 $ 9,337.17 ($22.00/sq.ft.)                                       
Months 37-48 $ 9,761.58 ($23.00/sq.ft.)                                       
Months 49-60 $10,186.00 ($24.00/sq.ft.)                                       

Total Rental during Lease Term:      Year 1 $101,860.00                         
            Year 2 $106,953.00
            Year 3 $112,046.00
            Year 4 $117,390.00
            Year 5 $122,232.00
            ------------------
     Total         $560,481.00

Rental due date: first day of each month.                                       

Late Payment Charge: Five Hundred dollars US ($500.00) per each occurrence.     

Interest rate on delinquencies: Maximum legal rate or eighteen percent (18%)    
per annum, whichever is less, from due date.                                    

Expense Stop: Six dollars and fifty cents ($6.50) per Rentable square foot per  
year, included in the annual rate per square foot (Full Service Lease).         

PRO RATA PERCENTAGE.                                                            

Approximate Rentable square feet of Building: 165,526                       
---------------------------------------------+-------                       
Approximate Rentable square feet of Premises:   5,093                       
---------------------------------------------+-------                       
Pro-rata percentage attributable to Premises:   3.07%                       

Percent (3.07%) Operating Costs                                             
-------------------------------------                                       
Percent (3.07%) Taxes and Assessments                                       
-------------------------------------                                       
Percent (3.07%) Insurance                                                   

DEPOSITS.                                                                       
Security Deposit: Equal to two (2) months rent - $16,976.66.                    

USE.                                                                            
General Office Use.                                                             

TENANT IMPROVEMENTS.                                                            
Landlord will provide $32.00 per rentable square foot for Tenant Improvement    
Allowance. This allocation usually builds new space to the typical building     
standard as other offices in the building. Any special improvements requested   
by Tenant over the $32.00 per square foot rate will be at Tenants expense.      

PARKING.                                                                        
Number of Parking Spaces Allocated:                                             
Tenant will be entitled to ten (10) spaces during the term of the lease per     
month at prevailing garage rates. For the first six (6) months of the lease     
term, ten (10) garage spaces will be free of charge. Tenant will receive three  
(3) reserved garage spaces and seven (7) unreserved garage spaces. Surface      
parking is free of charge during lease term. Landlord will designate surface    
employee parking. Tenant has the option to add up to ten (10) additional        
unreserved parking garage spaces, at prevailing rates during the term of this   
Lease.                                                                          

OPTION.                                                                         
Tenant is granted one (1) five-year option to extend Lease Agreement by giving  
Landlord 120 days prior written notice, to the termination of this Lease        
Agreement. Rental rate for option period will be at market rates.               

Exhibit S.                                                                      
All Exhibits are binding on all parties of this lease agreement unless          
superseded by terms and conditions of the lease agreement.                      

These Cover Pages are incorporated as part of this Lease and are executed by    
Landlord and Tenant.                                                            

TENANT:                   LANDLORD:                                           
MicroSpectacular, Inc.    Cofco Investment Company, L.L.C.                    
\s\Peter H. Jacobs        \s\Robert Realz                                     
By: Peter H. Jacobs       By: Robert Realz                                    
Its: President            Its: Controller                                     
05/16/00                  05/15/00                                            

SECTION 1. PARTIES; TERMS; PREMISES                                             

1.01 Parties.                                                                   
The parties to this Lease are as shown on the cover page of this Lease.         

1.02 Term.                                                                      
Except as otherwise provided in this Lease, the term of this Lease is as shown  
on the cover page of this Lease.                                                

1.03 Possession of Premises; Delayed Delivery.                                  
Landlord shall give written notice to Tenant that Premises shall be available   
for occupancy within five (5) days after the date of said notice. The date of   
delivery of possession of Premises to Tenant shall be the Commencement Date of  
this Lease. If possession is not delivered to Tenant by the scheduled           
Commencement Date and cause for delay is not the fault of Tenant or its agents, 
the Commencement Date shall be extended to the date possession is delivered to  
Tenant. If cause for the delay is the fault of Tenant or its agents, Landlord   
may cancel this Lease by notice to Tenant five (5) days prior to effective date 
of cancellation. Tenant will receive one (1) day free rent for every day        
Landlord is late in delivering premises to tenant substantially complete.       

1.04 Early Occupancy.                                                           
The Commencement Date of this Lease shall be the earlier of the scheduled       
Commencement Date, the date possession of the Premises is delivered to Tenant,  
or the date Tenant occupies, commences alterations to or conducts business in   
all or any portion of the Premises.                                             

1.05 Acceptance of Premises.                                                    
Tenant shall have thirty (30) days following occupancy or delivery of           
possession of the Premises, whichever first occurs, to notify Landlord in       
writing of any specific construction work Landlord had agreed in writing to     
perform within the Premises and which, through no fault or request of Tenant or 
its agents, has been omitted. Upon receipt of such written notice Landlordshall 
cause such specified omitted work to be completed. Failure by Tenant to so      
notify Landlord within the time specified shall constitute acceptance of the    
Premises by Tenant.                                                             

1.06 Premises.                                                                  
Landlord leases to Tenant and Tenant leases from Landlord the Premises          
identified on the cover page of this Lease situated in the Building named on    
the cover page. The approximate square footage of the Premises and the          
percentage that the Premises represent of the rentable area of the Building are 
shown on the cover page. The Premises are outlined on Exhibit "A"               
attached.                                                                       

1.07 Right of First Offer to Lease Adjoining Space                              
If, prior to the expiration or sooner termination of this Lease, any space      
adjoining the Premises becomes vacant and available for lease during this Lease 
term, Landlord shall notify Tenant of its availability in writing by certified  
mail return receipt requested, and Tenant shall have two (2) days from the date 
of Landlord's notice to Tenant to advise Landlord in writing that Tenant        
accepts such space offered in its present condition, and agrees that it shall   
become a part of the Premises. Failure by Tenant to notify Landlord within the  
time specified shall constitute Tenant's waiver of its right to add such space  
to its Premises. The Base Rent for the space offered and the approximate dates  
possession is to be delivered shall be included in Landlord's notice to Tenant. 
Tenant's obligation to commence payment of Base Rent shall occur on the earlier 
of the date possession is delivered to Tenant by Landlord or when Tenant        
occupies all or a portion of such space and continues until the expiration or   
sooner termination of this Lease.                                               

Any additional rental obligation of Tenant contained in this Lease and based    
upon the relationship of area of the Premises to the rentable area of           
theBuilding shall be adjusted to reflect the increase in the area of the        
Premises. Prior to delivery of possession, Tenant shall execute an amendment to 
this Lease reflecting the addition to the Premises, the additional Base Rental, 
the change in ratio of the Premises to the Building area and any other          
revisions necessary because of such additional space being added to the         
original Premises. All other terms and conditions of this Lease shall apply to  
the additional Premises.                                                        

1.08 Substitute Premises                                                        
Not Applicable                                                                  

1.09 Master Declaration And Condominium Covenants                               
Tenant has been advised that the Premises are subject to a Declaration of       
Condominium Covenants, Conditions, and Restrictions as recorded with the        
Maricopa County Recorder's office and Tenant agrees to abide by the terms and   
conditions set forth in said document. Tenant hereby acknowledges receipt of a  
copy of said Declaration of Condominium and Covenants, Conditions and           
Restrictions for the COFCO Chinese Cultural Center document is attached         
herewith.                                                                       

Tenant has been advised that the Premises are subject to a Master Declaration   
as recorded with the Maricopa County Recorder's office and Tenant agrees to     
abide by the terms and conditions set forth in said document. Tenant hereby     
acknowledges receipt of a copy of said Master Declaration of Covenants,         
Conditions, Restrictions and Easements for the COFCO Phoenix Center (also known 
as CPC Master Association) is attached herewith.                                

SECTION 2. RENT; ADJUSTMENTS TO RENT; SECURITY DEPOSIT; LANDLORD'S LIEN         

2.01 Rent; When Due; Where Paid.                                                
All monies payable by Tenant to Landlord under this Lease shall be deemed to be 
rent and shall be payable and recoverable as rent in the manner herein provided 
and Landlord shall have all rights against Tenant for default in any such       
payment. Rent shall be paid to Landlord in advance, on the first day of each    
calendar month, during the entire term of this Lease, without abatement,        
deduction or set-off of any kind, it being the intention of the parties that,   
to the fullest extent permitted by law, Tenant's covenant to pay rent shall be  
independent of all other covenants contained in this Lease, including without   
limitation, Tenant's continued occupancy of the Premises. Tenant shall pay rent 
when due, in legal tender of the jurisdiction in which the Building is located, 
at the address of Landlord as set forth, or to such other person or entity or   
to such other address as Landlord may designate in writing. Tenant's obligation 
to pay all rent due under this Lease shall survive the expiration or earlier    
termination of this Lease. Should this Lease commence on a day other than the   
first day of the month or terminate on a day other than the last day of the     
month, the rent for such partial month shall be prorated based on a 365-day     
year.                                                                           

2.02 Basic Rent.                                                                
Tenant agrees to pay the basic rent as shown on the cover page of this Lease    
and as such amount may be modified from time to time in accordance with         
provisions of this Lease.                                                       

2.03 Interest Rate on Delinquencies.                                            
If Tenant fails to pay any rent when due, such unpaid amounts shall bear        
interest from the date due until paid at the rate shown on the cover page of    
this Lease.                                                                     

2.04 Late Payment Charge.                                                       
If Tenant fails to pay any rent when due, Tenant shall pay to Landlord, in      
addition to the interest provided for in Section 2.01-2, a late payment charge  
for each occurrence of an amount as shown on the cover page of this Lease to    
help defray the additional cost to Landlord for processing such late payments.  

2.05 Miscellaneous.                                                             
These provisions for interest to be paid and late charges shall be in addition  
to Landlord's other rights and remedies hereunder or at law or in equity and    
shall not be construed as liquidated damages or as limiting Landlord's remedies 
in any manner.                                                                  

2.06 Records -- Inspections.                                                    
Landlord shall maintain records concerning Estimated and Actual Operating Costs 
for thirty-six (36) months following the period covered by the statement or     
statements furnished Tenant, after which Landlord may dispose of such records.  
Tenant and Tenant's auditors may at Tenant's sole cost and expense inspect      
Landlord's records during Landlord's normal business hours upon first           
furnishing Landlord sixty (60) days' advance written notice. Tenant shall,      
however, be entitled to only one such inspection each calendar year.            

2.07 Security Deposit.                                                          
Tenant has deposited with Landlord the sum of Sixteen Thousand Nine Hundred     
Seventy-Six Dollars and sixty-seven cents US ($16,976.67) as security for the   
full, timely and faithful performance by Tenant of its covenants and            
obligations hereunder. Such security deposit shall not bear interest but shall  
be credited toward Tenant's thirteenth month rent. If Tenant defaults in the    
performance of any of the covenants and obligations to be performed by it,      
Landlord may from time to time without prejudice to any other remedy, use such  
security deposit to the extent necessary to make good any arrearages in rent or 
any sum as to which Tenant is in default and any other damage, injury, expense  
or liability caused to Landlord by such default. This would include any damages 
or deficiency in the reletting of the Premises, whether such damages or         
deficiency may accrue before or after termination of this Lease. Following any  
such application of the security deposit, Tenant shall pay to Landlord on       
demand the amount so applied in order to restore the security deposit to its    
original amount. If Tenant is not then in default hereunder, Landlord shall     
return any remaining balance of security deposit to Tenant upon termination of  
this Lease and after delivery of possession of the Premises to Landlord in      
accordance with this Lease. If Landlord assigns its interest in the Premises    
during the Lease Term, Landlord may assign the security deposit to the assignee 
and thereafter Landlord shall have no further liability for the return of such  
security deposit and Tenant agrees to look solely to the new Landlord for the   
return of such security deposit. This provision shall apply to every transfer   
or assignment made of the security deposit to a new Landlord. Tenant agrees     
that it will not assign or encumber or attempt to assign or encumber the monies 
deposited as security and that Landlord and its successors and assignees shall  
not be bound by any such actual or attempted assignment or encumbrance.         

2.08 Landlord's Lien.                                                           
In addition to the statutory landlord's lien, Tenant hereby grants to Landlord  
a security interest to secure payment of all rent or other sums of money due    
from Tenant. This lien will also secure payment of any damages or loss which    
Landlord may suffer Tenant breaches any covenant, agreement, or condition       
contained herein, upon all goods, wares, fixtures, furniture, improvements, and 
other personal property of Tenant, and fixtures and improvements installed by   
Landlord or Tenant presently or hereafter situated on the Premises. Such        
property shall not be removed from the Premises without the consent of the      
Landlord until all arrearages in rent as well as any other sums of money due    
Landlord hereunder shall first have been paid, and all the covenants,           
agreements, and conditions hereof have been fulfilled and performed by Tenant.  

2.09 Adjustments to Rent - Operating Cost Increases.                            
Tenant shall pay its pro rata share of Landlord's total annual Operating Costs, 
when costs are in excess of six dollars and fifty cents ($6.50) per Rentable    
square foot, which shall include real estate taxes and assessments, and         
insurance expenses as defined in Section 6, insurance.                          

2.10 Adjustments to Rent - Real Property Taxes and Rental Tax.                  
Tenant shall pay its pro rata share of all and any future increase in real      
property taxes and assessments levied and assessed upon the Building and the    
land upon which the Building is situated. Tenant shall pay any excise           
transaction, sales, business or privilege tax (except income tax) attributed to 
or measured by rental, which is now or subsequently imposed upon by any         
government or unit thereof.                                                     

2.11 Definitions.                                                               
(a) Pro Rata Share: Tenant's pro rata share is defined as the ratio of the      
Rentable square footage of the Premises to the total Rentable square footage of 
the Building. In this Lease, Tenant's pro rata share is (3.07%) subject to      
increase or decrease due to an increase or decrease in the Rentable square      
footage of the Premises.                                                        

(b) Base Year: Calendar year during which this Lease commences.                 

(c) Comparison Year: Calendar year following the year in which the Lease        
commences.                                                                      
Operating Costs: All expenses paid or incurred by Landlord in connection with   
the leasing, ownership, management, maintenance, operation and repair of the    
Building, the land, the parking facility situated on the land and the personal  
property used in conjunction therewith. Operating Costs include but are not     
limited to all expenses paid or incurred by Landlord for heating, cooling,      
electricity, water, gas, sewers, refuse collection, telephone charges           
notchargeable to tenants and similar utilities services, the cost of supplies,  
janitorial and cleaning services, window washing; insurance; the cost of        
compliance with any governmental rules, regulations, requirements or orders;    
cost of services of independent contractors; the cost of compensation           
(including employment taxes and fringe benefits) of all persons who perform     
duties in connection with such Operating Costs and any other expense or charge  
(except Real Property Taxes and assessments) which, in accordance with          
generally accepted accounting and management principles, would be considered an 
expense of maintaining, operating, and repairing the Building.                  

Operating Costs shall not include any expenses paid by any tenant directly to   
the third parties, or as to which Landlord is otherwise reimbursed by any third 
party or by any insurance proceeds. Landlord may, in a reasonable manner,       
allocate insurance premiums for so-called "blanket" insurance policies, which   
insure other properties as well as the Building, and said allocated amounts     
shall be deemed to be operating expenses. The amount so determined shall be     
deemed to have been Operating Costs for such year, excluding capital expenses.  

2.12 Renewal Option.                                                            
Tenant is granted one (1) five-year option to extend Lease Agreement by giving  
Landlord 120 days prior written notice to the termination of this Lease         
Agreement. Rental rate for option period will be at market rates.               

SECTION 3. USE; RESTRICTIONS ON USE; BUILDING REGULATIONS; ENJOYMENT;           

SERVICES BY LANDLORD                                                            

3.01 Use.                                                                       
The Premises shall be used only for the use specified on the cover page of this 
Lease and for no other purpose. Tenant shall, at Tenant's expense, take         
allactions necessary to comply with all laws, rules, regulations, requirements, 
and ordinances existing or hereafter enacted or imposed by any governmental     
authority having jurisdiction over the Building, the Premises, Landlord or      
Tenant applicable to Tenant and Tenant's use of the Building and the Premises.  

3.02 Restrictions on Use.                                                       
Tenant shall not:                                                               

3.02-1 Do or permit to be done anything, which will invalidate or increase the  
insurance coverage on the Building or on the Premises.                          

3.02-2 Do or permit to be done anything in the Building or on the Premises that 
may obstruct or interfere with the rights of other tenants or occupants of the  
Building.                                                                       

3.02-3 Use, allow, or permit the Premises to be used for any improper,          
objectionable or unlawful purposes.                                             

3.02-4 Cause, maintain, or permit any nuisance in or about the Premises.        

3.02-5 Commit or permit any waste to be committed in the Premises.              

3.02-6 Install in the Premises or bring into the Building any fixtures,         
equipment, furniture, materials, or other objects that will overload, damage,   
or obstruct any utility lines or heating or air conditioning equipment or       
systems providing services to the Building or the Premises.                     

3.02-7 Install in the Premises or bring into the Building any fixtures,         
equipment, furniture, materials, or other objects that will overload the floors 
in the Premises or in any way affect the structural capacity or design of the   
Premises or the Building.                                                       

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3.02-8 Install or affix any window coverings, window shades, draperies, or      
material between the glass on the exterior walls of the Premises and the        
Building standard window coverings, window shades, or draperies.                

3.02-9 Install, remove from, or move into the Premises any furniture, fixtures, 
equipment, materials, supplies, or other objects except on such day and at such 
time approved in advance by Landlord.                                           

3.02-10 Fail to comply with any written regulations, together with revisions or 
additions thereto, developed and given to Tenant periodically by Landlord.      

3.03 Building Regulations.                                                      
Tenant shall obey all rules and regulations of the Building as imposed by       
Landlord and set forth in Exhibit "B" and incorporated as a part of this Lease. 
The rules and regulations are in addition to and shall not be construed to      
modify or amend this Lease in any way. Landlord shall have the right to make    
changes or additions to such rules and regulations provided such changes or     
additions, except those affecting the safety and operation of the Building or   
the Premise, do not unreasonably affect Tenant's use of the Premises. Landlord  
shall not be liable for failure of any Tenant to obey such rules and            
regulations. Failure by Landlord to enforce any current or subsequent rules or  
regulations against any Tenant of the Building shall not constitute a waiver    
thereof.                                                                        

3.04 Quiet Enjoyment.                                                           
Landlord represents and covenants that it has the authority to enter into this  
Lease and that Tenant, provided Tenant is not in default hereunder, shall and   
may peaceably and quietly occupies the Premises during the term of this Lease   
and any renewal or extension thereof. Landlord agrees to make reasonableefforts 
to protect Tenant from interference or disturbance by other tenants or third    
persons. However, Landlord shall not be liable for any such interference or     
disturbance nor shall Tenant be released from any of the obligations of this    
Lease because of such interference or disturbance.                              

3.05 Services by Landlord -- Times and Level Furnished.                         
Landlord shall furnish Tenant with those services hereafter described. Janitor  
service, refuse removal, and security service shall be furnished after normal   
business hours. Except for holidays, all other services shall be furnished      
between the hours of 8:00 a.m. and 5:00 p.m. on normal business weekdays. If    
upon advance written request of Tenant, such services are provided to the       
Premises on Saturdays, holidays, or times other than as specified, or if due to 
Tenant's requirements such services of a level in excess of those described are 
provided (in which event Landlord may at Tenant's expense, perform surveys or   
install metering devices to measure the excess service provided), Tenant shall  
pay Landlord as additional rent the cost of those services provided based upon  
Landlord's schedule of rates in effect at the time such services are furnished. 
If any services to be provided are suspended, interrupted, or varied by         
strikes, accidents, repairs, maintenance, alterations, orders from any          
governmental authority, or any cause beyond Landlord's control, Landlord shall  
not be liable for any damages, direct, indirect, or consequential, or for       
damages for personal discomfort, illness, or inconvenience of Tenant, its       
employees, agents, or invitees, or for loss, damage or theft of Tenant's        
improvements, equipment or property, unless caused by the deliberate act or     
gross negligence of Landlord, its servants, agents, or employees. Suspension or 
interruption shall not result in any abatement of rent, be deemed an eviction,  
or relieve Tenant of performance of Tenant's obligations under this Lease.      

Services furnished by Landlord are:                                             

3.05-1 Passenger elevator service in common with others.                        

3.05-2 Men's and women's restrooms situated on the floor on which the Premises  
are located together with hot and cold or tempered water for use in said        
restroom.                                                                       

3.05-3 Cold water for any restroom or lunchroom facilities installed in the     
Premises by Tenant.                                                             

3.05-4 One refrigerated drinking fountain on the floor on which the Premises    
are located.                                                                    

3.05-5 A clean, street-level entranceway, elevator lobby, public corridor, and  
other public portions of the Building for use in common with others.            

3.05-6 Building directory located in close proximity to the primary entrance of 
the Building listing Tenant's name and suite number.                            

3.05-7 Electric current in reasonably sufficient amounts for normal business    
use, including operation of building standard lighting and general office       
machines of a type that require no more than a 110-volt duplex outlet.          

305-8 Re-lamping and maintaining building standard fluorescent lighting         
fixtures installed in the Premises.                                             

3.05-9 Heating, ventilation, and air conditioning in season through the         
existing air distribution system of the Building at such temperatures and in    
such amounts as may, in the judgment of the Landlord, are reasonably required   
for comfortable use and occupancy under normal business operations.             

3.05-10 Janitor service and refuse removal on Monday through Friday             
(exclusiveof legal holidays). The level of janitor service shall not include    
carpet shampooing, drapery cleaning, or cleaning, maintenance, or supplies for  
food facilities, special equipment areas, athletic facilities, or security      
areas located within the Premises.                                              

3.05-11 Window washing of all exterior windows in the Premises at intervals     
determined solely by Landlord, but not less than one time per year.             

3.06 Parking.                                                                   
Landlord shall make available to Tenant (10) parking spaces in the Building's   
parking facility on a self-parking basis or on such other basis as may then be  
in effect as determined by Landlord or the operator of the parking facility     
during hours of normal business operation throughout the term of this Lease.    
Landlord shall furnish spaces specifically designated for the use of Tenant in  
connection with such parking privileges. Tenant shall have the option of        
receiving or paying for more or less than the number of spaces herein           
allocated. Tenant shall comply with all rules and regulations established by    
Landlord or the operator of the parking facility.                               

3.07 Parking Fee.                                                               
Tenant shall pay to Landlord or, at Landlord's request, to the operator of the  
parking facility, in advance, on or before the first day of each month during   
the term of this Lease, the then current monthly parking rate for each parking  
space allocated to Tenant. Such parking fee shall be payable by Tenant solely   
for the right and privilege to park in the Building's parking facility and for  
that right and privilege only without regard to actual use. The current monthly 
parking rate for each space allocated to Tenant shall be that rental which is   
determined by Landlord periodically.                                            

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3.08 Landlord's Inability to Provide Parking.                                   
If for any reason Landlord fails or is unable to provide parking space to       
Tenant or Tenant is not permitted to utilize parking space in the parking       
facility for any or all of the vehicles for which Tenant is renting space at    
any time during the term of this Lease, such failure or inability shall not be  
deemed to be a default by Landlord as to permit Tenant to terminate this Lease, 
either in whole or in part. But, Tenant's obligations to pay rental for any     
parking space which is not provided by Landlord shall be abated for so long as  
Tenant does not have the use of such parking space; such abatement shall        
constitute full settlement of all claims that Tenant might otherwise have       
against Landlord by reason of such failure or inability to provide Tenant with  
such parking space.                                                             

3.09 Landlord's Rights.                                                         
Landlord shall have the right to erect barriers to the parking facility that    
can be passed or removed by use of a card or other identification system.       
Landlord shall have the right to promulgate rules and regulations pertaining to 
any such system as may be installed. During the term of this Lease, Landlord    
shall have the right to designate and to relocate visitor-parking areas;        
handicapped persons' parking areas and other restricted parking areas           
periodically, all at Landlord's sole discretion.                                

SECTION 4. ASSIGNMENT; SUBLET; RECAPTURE OF PREMISES; MORTGAGE BY LANDLORD;     
SUBORDINATION; ATTORNMENT, ESTOPPEL CERTIFICATE; NOTICE TO MORTGAGEE; SALE BY   
LANDLORD                                                                        

4.01 Assignment -- Sublet.                                                      
Tenant shall not assign or mortgage this Lease or sublet all or any portion of  
the Premises without Landlord's prior written consent in each instance, and     
Landlord will not unreasonably withhold consent. A copy of the proposed         
assignment or sublease shall accompany any request for Landlord's written       
consent, which must be in a form acceptable to Landlord. Assignment,mortgaging, 
or subletting, if consented to by Landlord shall either a) relieve Tenant of    
its liability under this Lease or the portion of the Lease identified to be     
sublet, subject to Landlords' acceptance of proposed subtenant by Tenant, or b) 
Tenant shall not be released from liability for assignment or sublease and will 
continue to pay to Landlord all sums due under this Lease Agreement. This       
Payment shall occur either as of the effective date of the assignment or        
sublease or over the term of the assignment or sublease. Consent by Landlord to 
any assignment or sublease shall not operate as a waiver of the necessity for   
Tenant to obtain the prior written consent of Landlord to any subsequent        
assignment, mortgaging, or subletting and the terms of any such consent shall   
be binding upon the assignee, mortgagee, or subtenant. Any transfer of this     
Lease by merger, consolidation, or liquidation or any change in ownership of or 
power to vote the majority of outstanding voting stock of Tenant or, if Tenant  
is a partnership, any withdrawal, replacement, or substitution of any partner   
or partners, either general or limited, whether as the result of a single or    
series of transactions, shall constitute an assignment for purposes of this     
section.                                                                        

4.02 Corporate Transfer.                                                        
Any transfer of this Lease by Tenant through merger, consolidation or           
liquidation, or any change in the ownership of or power to vote the majority of 
its outstanding voting stock, shall constitute an assignment and is subject to  
the provisions contained herein relative to assignment. Unless Tenant's stock   
is listed on a recognized security exchange or if less than eighty percent      
(80%) of its stock is owned by a corporation whose stock is listed on a         
recognized security exchange, an assignment forbidden under this Lease shall    
include one or more sales or transfers, by operation of law or otherwise, or    
creation of new stock, by which an aggregate of more than fifty percent (50%)   
of Tenant's stock shall be vested in a party or parties who are                 
non-stockholders as of the Commencement Date of this Lease.                     

4.03 Recapture of Premises.                                                     
Tenant's request of Landlord's consent to an assignment of this Lease or a      
subletting of all or any part of the Premises shall contain a written offer to  
Landlord to recapture the Premises (or the portion thereof proposed to be       
sublet, in the case of a subletting), at the lesser of (i) the then current     
rental in effect under this Lease; or (ii) the rental Tenant proposes to obtain 
as a result of the assignment or sublease. Upon receipt of such written offer,  
Landlord shall have the option, to be exercised within thirty (30) days         
following receipt of such offer, to accept the offer to recapture in accordance 
with this Section. If such offer is accepted by Landlord, Tenant shall execute  
an assignment of the Lease or a sublease to Landlord in a form acceptable to    
Landlord, with Landlord having the right to sublease the portion of the         
Premises affected to others without any requirement of obtaining Tenant's       
consent therefore. Except as hereafter provided, Tenant shall not be relieved   
of its liability under this Lease. If Landlord exercises its option to          
recapture and the assignment or sublease from Tenant provides for a rental rate 
equal to the rental rate in effect as of the date the option is exercised,      
Tenant shall be released of all further liability under this Lease as of the    
effective date of the assignment or sublease with respect to that portion of    
the Premises subject to the assignment or sublease. If Landlord does not        
exercise its option within the time herein specified and consents in writing to 
Tenant's request to assign or sublease, Tenant shall, in a form acceptable to   
the Landlord, assign or sublease to the assignee or subtenant named in Tenant's 
request within thirty (30) days from the date of Tenant's request at a rental   
rate equal to the rental rate specified in the request. In the event Tenant     
fails to execute and deliver any assignment or sublease within thirty (30) days 
from the date of Tenant's request, then Tenant shall again comply with all the  
provisions and conditions of this Section before assigning this Lease or        
subletting all or any portion of the Premises.                                  

4.04 Mortgage by Landlord.                                                      
Landlord shall have the right to transfer and assign in whole or in part, each  
and every feature of its right and obligations hereunder and in the Building    
and land upon which it is situated. Such transfer or assignment may be made     
either to a corporation, trust company, bank, insurance company, lending        
institution, or any subsidiary thereof, or individual or group of individuals,  
and Tenant shall recognize any such transfer or assignment.                     

4.05 Subordination.                                                             
This Lease and all rights of the Tenant hereunder are subject and subordinate   
to any deeds of trust, mortgage or other instruments of security that do now or 
may hereafter cover the Building and/or the land upon which the Building is     
situated or any interest of Landlord therein, and to any and all advances made  
on the security thereof, and to any and all increases, renewals, modifications, 
consolidations, replacements and extensions of any such deeds of trust,         
mortgages, or instruments of security. This provision is hereby declared to be  
self-operative and no further instrument shall be required to effect such       
subordination of this Lease.                                                    

4.06 Attornment.                                                                
If the Landlord's interest is transferred to any person or entity by reason of  
foreclosure or other proceedings for enforcement of any mortgage, deed of trust 
or security interest, or by delivery of a deed in lieu of foreclosure or other  
proceedings, Tenant shall, upon delivery to Tenant by said transferee of a      
non-disturbance agreement, immediately and automatically attorn to such person  
or entity. In the event of such transfer, this Lease and Tenant's rights        
hereunder shall continue undisturbed so long as Tenant is not in default beyond 
any applicable notice and cure periods hereunder.                               

4.07 Estoppel Certificate.                                                      
Tenant will at any time and from time to time, upon not less than ten (10)      
daysprior written request by Landlord, execute, acknowledge and deliver to      
Landlord a statement in writing executed by Tenant certifying that this Lease   
is unmodified and in full effect. Or, if there have been modifications, that    
this Lease is in full effect as modified, setting forth such modifications such 
as the dates to which the rent has been paid, and either stating that to the    
knowledge of the signer of said statement that no default exists or specifying  
each such default of which the signer may have knowledge. It is intended that   
any such statement executed by Tenant may be relied upon by any prospective     
purchaser or mortgagee or existing mortgagee of he Building or land upon which  
it is situated.                                                                 

4.08 Estoppel Certificate -- Landlord.                                          
Landlord agrees to furnish within twenty (20) days after request by Tenant a    
certificate signed by Landlord stating the date to which base rent and          
additional rent has been paid by Tenant and confirming the absence or existence 
of defaults hereunder of which Landlord has knowledge.                          

4.09 Notice to Mortgagee.                                                       
In the event of any act or omission by Landlord that would give Tenant the      
right to damages or to terminate this Lease by reason of a constructive or      
actual eviction from all or part of the Premises, Tenant shall not commence     
action or terminate this Lease until it shall have given written notice to      
Landlord and the holder of the indebtedness or other obligation secured by a    
first mortgage or first deed of trust affecting the Building or the land upon   
which it is situated. If the name and address of such holder has previously     
been furnished to Tenant and until a reasonable period of time for remedying    
such act or omission shall have elapsed following the giving of such notice,    
during which time Landlord and such holder or either of them, their agents or   
employees, shall be entitled to enter the premises and do whatever may be       
necessary to remedy such act or omission. During the period following the       
giving of such notice and during the remedying of such act or omission, therent 
shall be abated and apportioned only to the extent that any part of the         
Premises shall be untenantable.                                                 

4.10 Liability of Landlord -- Sale by Landlord.                                 
Tenant shall look solely to Landlord's interest in the Building and land upon   
which it is situated, for recovery of any judgment against Landlord. A sale,    
conveyance, or assignment of Landlord's interest in the Building shall operate  
to release Landlord from liability from (and after the effective date thereof)  
all of the covenants, terms, and conditions of this Lease, express or implied,  
except as such may relate to the period prior to such effective date. Tenant    
shall thereafter look solely to Landlord's successor in interest in and to this 
Lease. This Lease shall not be affected by any such sale, conveyance, or        
assignment, and Tenant shall attorn to Landlord's successor in interest         
thereunder.                                                                     

4.11 Liability of Landlord.                                                     
The liability of Landlord to Tenant for any default by Landlord under the terms 
of this Lease shall be limited to the interest of Landlord in the Building. In  
no event shall Tenant make any claim against the shareholders, officers,        
directors, individuals, partners, or joint venturers of Landlord, or any        
partners of such partners or joint venturers, for any deficiency nor shall any  
such shareholders, officers, directors, individuals, partners, or joint         
venturers, or any partners of such partners or joint venturers, have, or be     
subject to, any personal liability. The assets of such parties shall not be     
subject to levy, attachment, or other enforcement of a remedy sought by Tenant  
or anyone claiming by, through or under Tenant for any breach or claim          
hereunder. This clause shall not be deemed to limit or deny any remedies, which 
Tenant may have in the event of default by Landlord hereunder which do not      
involve the personal liability of Landlord.                                     

SECTION 5. MAINTENANCE AND REPAIRS, RIGHT OF ENTRY, ALTERATIONS, LINES, SIGNS.  

5.01 Maintenance and Repairs by Tenant.                                         
Tenant shall maintain the Premises and any alterations and additions to the     
Premises in good condition and repair, except for any express maintenance and   
repair obligations of the Landlord set forth in this Lease; reasonable wear and 
tear; and damage or destruction by fire or other casualty, which Tenant is not  
obligated to repair. Without limiting the foregoing, Tenant shall repair or     
replace any damage or injury whatsoever to the Premises or the Building caused  
by Tenant, its agents, employees or invitees (except to the extent that         
Landlord receives insurance proceeds with which to repair or replace such       
damage or injury, the repair obligations of Tenant with respect to such damage  
or injury being subject to the waiver of subrogation and release provisions set 
forth in this Lease).                                                           

All maintenance and repairs made by Tenant shall be performed in a good and     
professional manner using materials of equal or greater quality than the        
original work and shall be performed only by licensed contractors first         
approved by Landlord. Tenant shall require its contractor to comply with        
Landlord's regulations regarding all work to be performed and to maintain such  
insurance coverage's with respect thereto as may be reasonably required by      
Landlord.                                                                       

5.02 Landlord's Right to Maintain or Repair.                                    
If within thirty (30) days following notice by Landlord, Tenant fails or        
refuses to perform any maintenance or repair to the Premises required of Tenant 
by virtue of the provisions of this Lease, or to repair or replace any damage   
to the Premises or Building caused by Tenant, its agents, employees, or         
invitees, Landlord may at its own option cause all required maintenance,        
repairs, or replacements to be made. Tenant shall pay Landlord, within ten (10) 
days following invoice therefore, all costs incurred, (plus an                  
administrativefee of fifteen percent (15%) of such costs), plus interest on     
such amount at the rate of eighteen percent (18%) per annum from the date of    
expense until repaid. All amounts so owed shall be deemed additional rental due 
from Tenant hereunder and failure to pay same when due shall entitle Landlord   
to exercise all rights and remedies provided by this Lease, law and equity for  
nonpayment of rent.                                                             

5.03 Landlord's Right of Entry.                                                 
Landlord and its agents and employees shall have the right to enter the         
Premises at reasonable hours (and, except in cases of emergency, upon           
reasonable advance notice to Tenant (which notice, notwithstanding any other    
provision of this Lease, may be given orally) to make inspections, or to make   
alterations or repairs to the Building or the Premises for which it is          
responsible or which it is entitled to make hereunder. (Tenant shall be         
entitled at its own option to have an agent present during any such entry.) In  
the event of emergency or in order to comply with all laws, orders, ordinances  
and requirements of any governmental unit or authority (regarding which         
compliance is the responsibility of Landlord), Landlord and its agents and      
employees shall have the right of entry at any time and may perform any acts    
related to safety, protection, reservation or improvement of the Building or    
the Premises or required by such governmental unit or authority. Except for     
repair of casualty damage not caused by Tenant, its agents, employees or        
invitees, Tenant shall not be entitled to any abatement or reduction of rent    
because of work performed within the Building or Premises by Landlord,          
(provided such work is performed in a manner so as to minimize interference     
with the conduct of Tenant's business within the Premises).                     

Landlord shall perform all necessary repairs to the heating, ventilation,       
electrical, plumbing, and air conditioning systems servicing the Premises and   
the Building, excluding those systems installed specifically by or for          
thebenefit of the Tenant and/or the Premises. Landlord shall maintain and       
repair the exterior walls, roof, foundation, and all common areas of and within 
the Building so as to keep same in good condition, order, and repair.           

5.04 Maintenance by Landlord.                                                   
Landlord will maintain and make necessary repairs of damage to the Building     
corridors, lobbies, common areas, and structural members and to equipment used  
to provide those services, which Landlord agrees to furnish. All costs incurred 
by Landlord in performing such maintenance and repairs shall, (subject to the   
provisions of operation expenses exclusions provision), be included in          
Operating Expenses for the Building. Except if such damage is caused by acts or 
omissions of Tenant, its agents, employees, customers, or invitees, Tenant      
shall (subject to the Waiver of Recovery and release provision set forth in     
this Lease) pay the entire cost of the repair of such damage. Tenant shall      
promptly give Landlord written notice of any damage caused by Tenant, its       
agents, employees, customers, or invitees. Tenant shall further provide         
Landlord immediate notice of any defective condition in or about the Premises   
known to Tenant. Tenant's failure to provide such notice shall make Tenant      
liable to Landlord for any expense or damage to Landlord resulting from such    
defective condition. Landlord shall not be liable for or by reason of any       
injury to or interference with Tenant's business arising from the performance   
of any maintenance or the making of any repairs performed by Landlord, its      
agents, or employees, as long as Landlord proceeds diligently with such         
maintenance repairs.                                                            

5.05 Alterations by Tenant.                                                     
Tenant, at its own expense, may make changes, additions and improvements to the 
Premises provided that any change, addition or improvement shall:               

(a) Be made only with prior written consent of Landlord (which consent, except  
in case of changes, additions or improvements to the Premises which             
arestructural, visible from the exterior of the Premises or materially and      
adversely affect (in Landlord's sole discretion) the base mechanical,           
electrical, plumbing, and/or HVAC systems of the Building, shall not be         
unreasonably withheld, delayed or conditioned).                                 

(b) Comply with all applicable governmental and insurance company rules,        
regulations and requirements.                                                   

(c) Equal or exceed the current construction standard for the Building.         

(d) Be performed by a licensed contractor first approved by and in accordance   
with regulations set forth by Landlord. If requested prior to commencing work,  
contractor will deliver to Landlord evidence of insurance coverage's in amounts 
and form satisfactory to Landlord.                                              

All work performed shall be done in such a manner as not to disturb or disrupt  
the operations of the Building or of any other tenants situated in the          
Building. Following completion of any changes, additions or improvements,       
Tenant shall furnish Landlord with current "as-built" drawings and              
specifications for the Premises reflecting such changes, additions or           
improvements made to the Premises. Tenant as additional rent shall pay any      
increase in real estate taxes or insurance premiums on the Building             
attributable to such change, addition or improvement.                           

5.06 Alterations by Tenant -- ADA Compliance.                                   
Without limiting any other provisions of this Lease, Tenant shall at Tenant's   
sole cost and expense (but subject to Landlord's prior written approval, which  
shall not be unreasonably withheld), make each and every alteration or addition 
to the Premises required to bring the Premises into compliance with the         
requirements imposed by the Americans with Disabilities Act (42 U.S.C.          
Section12101 et seq.) and any regulations promulgated pursuant thereto          
effective from time to time during the term of this Lease, and any period of    
holding over by Tenant ("ADA Requirements"), if                                 

(a) The requirement for such alteration or addition arises as a result of:      

(1) Any alteration or addition by Tenant.                                       

(2) Any violation by Tenant of any ADA Requirements.                            

(3) A special use of the Premises or any part thereof by Tenant or any assignee 
or subtenant of Tenant (including but not limited to use for a facility which   
constitutes, or if open to the public generally would constitute, a "place of   
public accommodation" under the ADA requirements).                              

(4) The special needs of the employee(s) of Tenant or any assignee or subtenant 
of Tenant.                                                                      

(b) The ADA requirements would otherwise make Tenant rather than Landlord       
primarily responsible for making such alteration                                
or addition.                                                                    

5.07 Alterations by Landlord -- Common Areas.                                   
Landlord reserves the right in its sole discretion to redesign, change,         
rearrange, alter, reconstruct, modify, expand, reduce, or supplement any and    
all of the facilities designed for the common use and convenience of all        
Tenants of the Complex and/or the Building, including without limitation,       
parking areas, driveways, and other common areas, so long as access to the      
Premises is not materially affected thereby. Further and not in limitation of   
the foregoing, Landlord shall have the right to erect additional stores or      
other structures in the Complex or to add to or otherwise modify Buildings      
andFacilities now or hereafter existing in the Complex. In connection with any  
such activity and construction, Landlord may erect temporary scaffolds and      
other aids to construction on the exterior of the Premises, provided that       
access to the Premises shall not be denied to Tenant and that there shall be no 
encroachment upon the interior of the Premises. Landlord shall have the right   
to close the common areas or any portion thereof (including, without            
limitation, all roadways, driveways, access ways, sidewalks, and parking areas, 
and facilities now or hereafter within the Complex) at such times and in such   
manner as is necessary or appropriate in Landlord's sole opinion, to prevent    
their deduction as public rights-of-way or streets, and to do and perform such  
other acts in, to and with respect to the common areas as at the time in        
question accord with good and generally accepted standards of operation of      
mixed-use, high-rise developments.                                              

5.08 Liens.                                                                     
Tenant shall not cause liens of any kind to be filed or placed against the      
Premises or the Building. If any liens are filed, with or without Tenant's      
knowledge, and such liens are the result of any act, directive or action of     
Tenant, its agents or employees, Tenant shall immediately at Tenant's sole cost 
and expense take whatever action shall be necessary to cause such lien to be    
satisfied and discharged within ten (10) days after such filing.                
Notwithstanding the foregoing, Landlord shall have the right and privilege, at  
Landlord's option, of paying the amount of such lien, or any portion thereof,   
without inquiry as to the validity thereof. Any amounts so paid, including      
expenses, reasonable attorneys' fees and interest at the rate of eighteen       
percent (18%) per annum from the date of expense until repaid, shall be deemed  
additional rent due from Tenant to Landlord on demand.                          

5.09 Signs.                                                                     
Tenant shall not inscribe any inscription or post, place or in any              
mannerdisplay any sign, notice, picture, placard, poster, or advertising matter 
anywhere in or about the Building or Premises at places visible (either         
directly or indirectly as an outline or shadow on a glass pane) anywhere        
outside the Premises without Landlord's prior written consent. Upon expiration  
or termination of this Lease, Tenant shall remove all such signs or advertising 
consented to by Landlord and shall at its own expense repair any damage to the  
Premises or Building caused by such removal. Such obligations shall survive     
expiration or sooner termination of this Lease.                                 

5.10 Signs Directory Listing.                                                   
At Tenant's request and Landlord's expense, shall provide listings on the       
Building directory of the names of Tenant and the names of any of Tenant's      
officers and employees, provided that the names so listed shall not use more    
than Tenant's proportionate share of the space on the Building directory.       

SECTION 6. INSURANCE; INDEMNITY; SUBROGATION                                    

6.01 Insurance by Landlord.                                                     
Landlord shall maintain the following insurance coverage:                       

6.01-1 Fire insurance with an extended coverage endorsement for an amount not   
less than one hundred percent (100%) of the then current replacement cost       
(excluding foundation, grading, and excavation costs) of the Building,          
including all improvements thereto.                                             

6.01-2 Rental Income insurance coverage equal to not less than one hundred      
percent (100%) of the then current gross annual rentals due from all Tenants of 
the Building.                                                                   

6.01-3 Glass Replacement insurance coverage for replacement of all glass then   
situated in the Building.                                                       

6.01-4 Vandalism and Malicious Mischief insurance coverage.                     

6.01-5 Worker's Compensation insurance coverage for all Landlord's employees    
and agents in an amount sufficient to comply with applicable laws or            
regulations.                                                                    

6.01-6 Commercial General Liability and Property Damage insurance coverage on   
an occurrence basis with limits of not less than one million dollars            
($1,000,000.00) per occurrence, or if such limits shall not be available on a   
per occurrence basis, then with limits of not less than two million dollars     
($2,000,000.00) per year.                                                       

6.01-7 Such other insurance coverage as Landlord may from time to time          
determine consistent with coverage which is now or may in the future be         
considered prudent for similar income producing property situated in the same   
general geographic area as the Building or as may be required by any mortgagee  
or creditor of Landlord.                                                        

With respect to the insurance described in Sections 6.01-1, 6.01-5 and 6.01-6   
above, Landlord may exclude from coverage the tenant improvements required to   
be insured by Tenant pursuant to Section 6.02 and other improvements required   
to be insured by other Tenants or occupants of the Building. The named insured  
on all policies of insurance maintained by Landlord shall be the Landlord and,  
if required, any mortgagee or creditor of Landlord. Tenant shall pay to         
Landlord as additional rent the Pro Rata Percentage (as shown on the cover page 
of this Lease) of the cost of all such insurance maintained by Landlord.        

6.02 Insurance by Tenant.                                                       
During the term of this Lease, Tenant shall provide Landlord with evidence, in  
a form acceptable to Landlord, of insurance coverage in effect against such     
perils and in such amounts as Landlord shall from time to time request in       
writing. All insurance policies provided and maintained by Tenant in compliance 
with Landlord's request shall be issued in a form and by an insurer acceptable  
to Landlord and shall, in addition to Tenant, name as additional insured,       
Landlord and any other person or entity having an interest in the Building or   
land upon which it is situated whose name is furnished to Tenant by Landlord    
and, if applicable, their: (i) constituent general partners; or (ii) officers,  
directors and shareholders.                                                     

6.02-1 Fire insurance, including extended coverage, vandalism and malicious     
mischief and demolition and debris removal, insuring, for an amount not less    
than one hundred percent (100%) of the current replacement cost of all Tenant   
improvements, alterations, or additions made to the Premises by Tenant, and     
Tenant's trade fixtures, inventory, furniture and equipment owned, controlled   
or in use by Tenant and situated in the Premises. Landlord shall have no        
interest in the insurance upon Tenant's equipment and fixtures and will sign    
all documents necessary in the settlement of any claim. Landlord will not carry 
insurance of Tenant's property or improvements to the Premises made by Tenant.  

6.02-2 Commercial General Liability and Property Damage insurance on an         
occurrence basis with respect to Tenant's business and occupancy of the         
Premises with limits for any one occurrence of not less than one million        
dollars ($1,000,000.00) or if such limits shall not be available on a per       
occurrence basis, then with limits of not less than two million dollars         
($2,000,000.00) per year) or such greater amount as Landlord may reasonably     
require in writing from time to time, provided that if such insurance shall     
have limits on a per year basis, Tenant also shall be required to maintain an   
umbrella liability policy of insurance with limits of not less than two million 
dollars ($2,000,000.00). Such insurance shall contain a provision including     
coverage for all liabilities of, or assumed by, Tenant under this               
Lease(including all of Tenant's indemnity obligations hereunder).               

6.02-3 Worker's Compensation insurance for all Tenants' employees working in    
the Premises in an amount sufficient to comply with applicable laws or          
regulations.                                                                    

6.02-4 Insurance against such other perils and in such amounts as Landlord may  
from time to time reasonably require in writing. Such request shall be made on  
the basis that the insurance coverage requested is customary at the time for    
prudent Tenants.                                                                

6.02-5 All policies of insurance maintained by Tenant shall be in a form        
acceptable to Landlord and shall: (i) be issued by an insurer licensed to do    
business in the state (province) in which the Building is situated; (ii) if     
requested, name Landlord and any managing agent and other designee and, if      
applicable, their respective: (a) constituent general partners, or (b)          
officers, directors and shareholders, as the case may be, as additional         
insured; (iii) require at least thirty (30) days prior written notice to        
Landlord of termination, lapse of coverage or material alteration; and (iv)     
waive, to the extent available, any right of recovery or subrogation against    
Landlord. If requested by Landlord, Tenant shall, upon the Commencement Date of 
this Lease and thereafter within thirty (30) days prior to the expiration of    
each such policy, promptly deliver to Landlord certified copies or other        
evidence of such policies and evidence satisfactory to Landlord that all        
premiums have been paid and all policies are in effect.                         

6.02-6 If Tenant fails to secure or maintain any insurance coverage required by 
Landlord or should insurance secured not be approved by Landlord and such       
failure or approval not be corrected within thirty (30) hours after written     
notice from Landlord, Landlord may, in Landlord's sole discretion, purchasesuch 
insurance coverage required at Tenant's expense. Tenant shall reimburse         
Landlord on demand for any monies expended.                                     

6.03 Blanket Insurance.                                                         
Tenant shall have the right to satisfy its insurance obligations set forth in   
Section 6.02 under a blanket insurance policy or policies covering the Premises 
and other of Tenant's leased or owned properties, provided that if Tenant shall 
elect to insure the Premises under such blanket policy or policies:             

(a) Each such policy or policies shall specify the amount or amounts, as the    
case may be of the total insurance coverage allocated to the Premises, which    
amount(s) shall not be less than the amount(s) required under Section 6.02.     

(b) The amounts so specified in such policy or policies or in the written       
statement or certificate described in subsection (a) above, shall be sufficient 
to prevent any one of the insured parties thereunder, including Landlord, from  
becoming a co-insurer within the terms of the applicable policy or policies.    

(c) Any such policy or policies shall not, as to Landlord's coverage            
thereunder, be subject to invalidation as a result of any act or omission by    
Tenant of any kind whatsoever.                                                  

(d) The blanket policy or policies shall, with respect to the Premises,         
otherwise comply with all other requirements set forth in Section 6.02,         
including without limitation, the requirements related to coverage and          
endorsements.                                                                   

6.04 Indemnity.                                                                 
Tenant shall indemnify and hold harmless Landlord from all loss, claim, demand, 
damage, liability, or expense, including attorneys' fees, resulting from        
anyinjury to or death of any person or any loss of or damage to any property    
caused by or resulting from any act, omission, or negligence of Tenant or any   
officer, employee, agent, contractor, licensee, guest, invitee, or visitor of   
Tenant in or about the Premises or the Building. The foregoing provision shall  
be construed to make Tenant responsible for loss, damage, liability or expense  
resulting from injuries to third parties caused by any act or omission of       
Landlord or of any officer, employee, agent contractor, invitee or visitor of   
Landlord. Landlord shall not be liable for any loss or damage to person,        
property or Tenant's business sustained by Tenant, or other persons, which may  
be caused by the Building or the Premises, or any appurtenances thereto, being  
out of repair or by the bursting or leakage of any water, gas, sewer, or steam  
pipe, or by theft, or by any act of neglect of any tenant or occupant of the    
Building, or of any other person, or by any other cause whatsoever, unless      
caused by the gross negligence of Landlord.                                     

6.05 Waiver of Recovery.                                                        
Regardless of fault or negligence, Landlord and Tenant hereby waive and release 
any claim arising in favor of one against the other, or anyone claiming through 
either of them (including any insurance company insuring either of them for any 
loss) by way of subrogation or otherwise, for any loss of or damage to any      
property of either which loss or damage is recovered under any such insurance   
policies. Said waiver shall be in addition to any other waiver or release       
contained in this Lease with regard to loss or damage to property of either.    
Landlord and Tenant shall request its insurers to consent to such waiver and    
agree to waive all rights of subrogation against the other party. If the        
insurer shall impose a fee for consenting to such waiver, the party benefitting 
shall pay the cost imposed.                                                     

6.06 Concurrent Insurance.                                                      
Except with respect to the liability insurance required to be carried           
bySection[6.02-2 or 6.02-3] hereof, neither Landlord nor Tenant shall procure   
insurance concurrent in form, or contributing in the event of loss, with that   
insurance required by Section 6.02 to be furnished by Tenant unless both        
Landlord and Tenant are named in such insurance as the insured thereunder, with 
loss payable as required by this Lease. Landlord and Tenant each agree to       
notify the other immediately in writing upon the procurement of such separate   
insurance.                                                                      

6.07 Increased Cost/Additional Coverage.                                        
Tenant shall not keep or use in or upon the Premises any article or substance   
which may be prohibited by any insurance policy in force from time to time      
covering the Premises or the Building, and Tenant shall not, directly or        
indirectly, make any use of the Premises which may jeopardize any insurance     
covering the Premises or the Building, or may increase the cost of such         
insurance, or which may require additional insurance coverage. If the occupancy 
of the Premises, the conduct of business in the Premises or any act or omission 
of the Tenant in or about the Premises causes or results in any increase in     
premiums for the insurance carried from time to time by the Landlord with       
respect to the Premises and/or the Building or causes or results in the need    
for additional insurance coverage, then Tenant shall pay to Landlord promptly   
upon demand thereof the cost of such increase in premiums or the cost of such   
additional coverage, as applicable.                                             

SECTION 7. DAMAGE AND DESTRUCTION                                               

7.01 Damage Repair.                                                             
In the event the Building or the Premises shall be destroyed or rendered        
untenantable either in whole or in part by fire or other casualty, Landlord may 
at its option restore the Building or premises to as near their previous        
condition as is reasonably possible. In the meantime, unless the damage was     
caused by acts, omissions, or negligence of Tenant, its agents, employees,      
contractors, or invitees, the rent shall be abated in the same proportion as    
the untenantable portion of the Premises bears to the whole thereof. But,       
unless Landlord within thirty (30) days after the happening of any such         
casualty shall notify Tenant of its election to restore, this Lease shall not   
continue and Landlord shall commence the necessary restoration. Such            
restoration by Landlord shall not include replacement of Tenant's trade         
fixtures, furniture, equipment, or other items that do not become part of the   
Building or any improvements to the Premises in excess of those provided for in 
the allowance for building standard items as of the Commencement Date of this   
Lease. The Tenant at no cost to the Landlord shall perform Restoration of the   
Premises required beyond Landlord's obligation. If Landlord shall elect to      
notify Tenant that Landlord shall not restore, this Lease shall terminate as of 
the date of the occurrence and Tenant shall promptly vacate the Premises. Upon  
vacating, any prepaid rent from date of vacating shall be refunded to Tenant.   

7.02 Delay Beyond Landlord's Control.                                           
No penalty shall accrue to Landlord to delay in commencing or completing        
repairs caused by adjustment of insurance claims, government requirements, or   
any cause beyond Landlord's reasonable control.                                 

7.03 Business Interruption.                                                     
No damages, compensation, or claim shall be payable by Landlord for             
inconvenience, loss of business, or annoyance arising from any repair or        
restoration of any portion of the Premises or of the Building. Landlord shall   
use commercially reasonable efforts to affect such repairs promptly and in such 
manner as not to unreasonably interfere with Tenant's occupancy.                

7.04 Tenant Improvement.                                                        
Landlord will not carry insurance of any kind on any improvements, additions,   
or alterations made and paid for by Tenant or Tenant's furniture or furnishings 
or on any fixtures, equipment, improvements, or appurtenances of Tenant under   
this lease, and Landlord (except as provided by law by reason of its            
negligence) shall not be obligated to repair any damage thereto or replace the  
same. Landlord shall be obligated to make repairs or restoration only of those  
portions of the Premises that were originally provided at Landlord's expense.   
The repair and restoration of items not provided at Landlord's expense shall be 
the obligation of Tenant.                                                       

7.05 Destruction During Last Year of Term.                                      
In case the Building shall be substantially destroyed by fire or other causes   
at any time during the last year of the term of this Lease, either Landlord or  
Tenant may terminate this Lease upon written notice to the other party hereto   
given within thirty (30) days of the date of such destruction.                  

7.06 Mutual Release.                                                            
Upon any termination of this Lease as a result of damage or destruction of the  
Building or Premises as provided herein, the parties shall be released thereby  
without further obligation to the other from the date possession of the         
Premises is surrendered to Landlord, except for rent and any other monies which 
have accrued and are then unpaid.                                               

SECTION 8. CONDEMNATION                                                         

8.01 Condemnation; Award; Termination.                                          
If the Building or Premises shall be taken or condemned for any public purpose  
or for any reason whatsoever, to such an extent as to render either or both     
untenantable, either Landlord or Tenant shall have the option to terminate this 
Lease effective as of the date of taking or condemnation. If the taking or      
condemnation does not render the Building and the Premises untenantable, this   
Lease shall continue in effect and Landlord shall promptly restore the portion  
not taken, to the extent possible, to the condition existing prior to the       
taking. In such event, however, Landlord shall not be required to expend an     
amount in excess of the proceeds received by Landlord from the condemning       
authority. If, as a result of such restoration, the area of the Premises is     
reduced, the rental shall be reduced proportionately. All proceeds from any     
taking or condemnation shall be paid to Landlord. Tenant waives all claims      
against such proceeds. A voluntary sale or conveyance in lieu of, but under the 
threat of, condemnation shall be considered a taking or condemnation for public 
purpose.                                                                        

8 .02 Partial Taking of Building and/or Premises Making Space Untenantable.     
If a portion of the Building or Premises is taken or condemned and the          
remainder is, in Landlord's opinion, not economically usable, Landlord shall    
notify Tenant of the termination of the Lease effective as of the date of       
taking and any prepaid rent shall be refunded to Tenant.                        

8.03 Partial Taking of Premises and Tenant ability.                             
If a portion of the Premises is taken or condemned and the remainder is, in     
Landlord's opinion, economically usable, this Lease shall terminate as to the   
portion taken, effective as of the date of taking and continue as to the        
remainder. Landlord shall, to the extent reasonably possible, repair and        
restore the remainder to its condition as of the date of taking. Any prepaid    
rent shall be applied against subsequent rental due.                            

8.04 Voluntary Sale.                                                            
A voluntary sale or transfer in lieu of, but under the threat of, condemnation  
shall be considered a taking or condemnation.                                   

8.05 Award.                                                                     
Landlord shall be entitled to all compensation paid as a result of such taking  
or condemnation without participation by Tenant. Tenant may pursue a claim      
against the condemning authority for loss of business, cost of relocation, or   
cost of removal of Tenant's trade fixtures, furniture, and equipment only if    
such claim does not diminish or adversely affect the compensation to be paid to 
Landlord.                                                                       

SECTION 9. SURRENDER OF PREMISES                                                
9.01 Surrender at Termination.                                                  
Upon termination of this Lease whether caused by lapse of time or otherwise     
Tenant shall:                                                                   

(a) Remove Tenant's goods and effects and those of all persons claiming under   
Tenant at Tenants expense.                                                      

(b) Deliver all keys to the Premises to Landlord.                               

(c) Surrender at once possession of the Premises to Landlord.                   

If Tenant caused the Premises to be improved with other than building standard  
ceiling suspension system, acoustical tile ceiling, fluorescent light fixtures, 
millwork detail, doors, door frames, hardware, or hard surface floor tile and   
base, or any corridor adjacent to the core of the Building to be other than     
building standard width and construction, Tenant shall pay to Landlord an       
amount equal to the cost to replace all such non-standard items with the then   
building standard items and the cost to replace all such non-standard corridors 
with corridors of building standard width and construction.                     

9.02 Failure to Surrender.                                                      
If possession of the Premises is not immediately surrendered, Landlord may take 
possession of the Premises and expel or remove Tenant and any other person      
occupying all or a portion of the Premises, by force if necessary, without      
civil or criminal liability.                                                    

9.03 Title to Improvements.                                                     
Except for movable office furnishings, all improvements, alterations or         
additions made by either Landlord or Tenant within the Premises shall become    
the property of Landlord when the Premises are vacated by Tenant and shall      
remain upon and be surrendered with the Premises without compensation to        
Tenant. Except for damage by fire or casualty, the maintenance and care of such 
improvements during the term of this Lease shall be the responsibility of       
Tenant. Wall paneling, closets, built-in cabinets, sinks, doors, floor          
coverings, and built-in units of all kinds are improvements that become the     
property of Landlord. Wall hung office furniture, Tenant provided the           
reasonably estimated amount to cap plumbing may remove refrigeration-sink units 
and other electrical appliances and repair screw holes or other damage is paid  
to Landlord prior to removal.                                                   

9.04 Removal of Furniture and Trade Fixtures-Abandonment.                       
All furniture, movable trade fixtures, and installed by Tenant may be removed   
by Tenant at termination of the Lease. All such removals shall be accomplished  
in a workmanlike manner so as not to damage the Premises or the Building,       
including the structure or structural qualities of the Building or the          
plumbing, electrical lines, or utilities. Any such furniture, movable trade     
fixtures, and equipment not promptly removed by Tenant shall be deemed          
conclusively to have been abandoned by Tenant and may be appropriated, sold,    
destroyed, or otherwise disposed of by Landlord without notice to Tenant or     
obligation to compensate Tenant or to account therefore. Tenant shall pay       
Landlord, on demand, all costs incurred by Landlord in connection with such     
abandonment.                                                                    

9.05 Surrender Written Acceptance Necessary.                                    
No act or omission by Tenant, its agents, or during the lease term, including   
delivery of keys to any of Landlord's agents or employees, shall be deemed an   
acceptance of a surrender of the Premises and no agreement to accept surrender  
of the Premises shall be valid unless it is presented in writing and signed by  
Landlord.                                                                       

SECTION 10. DEFAULT; EVENTS; REMEDIES                                           
10.01 Events of Default.                                                        
The occurrence of any one of the following events shall constitute a default of 
this Lease by Tenant:                                                           

(a) Failure of Tenant to make any payment of rent or other required payment     
when due and when such failure continues for a period of ten (10) days after    
mailing of written notice by Landlord to Tenant. No notice shall be necessary   
if two such notices have been given during the preceding twelve (12) month      
period.                                                                         

(b) Failure by Tenant to take possession of the Premises within ten (10) days   
following commencement of this Lease.                                           

(c) Vacating or abandonment of all or a substantial portion of the Premises.    

(d) Failure of Tenant to comply with any provision of this Lease other than     
payment of rent, with such failure continuing for ten (10) days after mailing   
of written notice by Landlord to Tenant specifying the nature of non-compliance 
by Tenant with reasonable particularity provided. However, if the nature of     
Tenant's default is such that more than ten (10) days are reasonably required   
for its cure, Tenant shall not be in default if Tenant immediately commences or 
has commenced such cure and thereafter diligently proceeds to cure such default 
(within thirty (30) days).                                                      

(e) The making of an assignment or general arrangement for the benefit of       
creditors by Tenant or any guarantor of Tenant's obligations under the Lease.   

(f) The filing by Tenant or any guarantor of Tenant's obligations under this    
Lease of a petition under any section or chapter of the present Federal         
Bankruptcy Act (or foreign equivalent) or amendment thereto or under any        
similar law or statute of the United States (or foreign country) or any state   
(or province) thereof. Or, the failure of the dismissal, within ten (10) days   
after the filing of an involuntary petition of bankruptcy or insolvency against 
Tenant or guarantor of Tenant's obligations.                                    

(g) The appointment of a receiver or trustee for all or substantially all the   
assets of Tenant or any guarantor of Tenant's obligations under this Lease.     
Such receivership shall not have been terminated or stayed within the time      
permitted by law.                                                               

(h) The attachment, execution or other judicial seizure of substantially all of 
Tenant's assets located in the Premises or of Tenant's interest in this Lease   
where such seizure is not discharged within thirty (30) days.                   

10.02 Remedies in Event of Default.                                             
Upon the occurrence of any event of default, Landlord shall have the option to  
do any one or more of the following without any notice or demand.               

10.03 Termination of Lease.                                                     
Terminate this Lease, in which event Tenant shall immediately surrender the     
Premises to Landlord. If Tenant shall fail to do so, Landlord may without       
notice and prejudice to any other remedy available, enter and take possession   
of the Premises and remove Tenant or anyone occupying the Premises and its      
effects without being liable to prosecution or any claim for damages. Tenant    
shall indemnify Landlord for all loss and damage suffered by Landlord because   
of such termination whether through inability to relet the Premises or          
otherwise, including any loss of rent for the remainder of the term of this     
Lease. If Landlord elects to terminate this Lease, Tenant's liability to        
Landlord for damages shall survive such termination.                            

10.04 Acceleration of Rent.                                                     
Declare the entire amount of all rent past due as well as that which would have 
become due and payable during the remainder of the term of this Lease to be due 
and payable immediately. In this event, Tenant shall pay the same to Landlord   
immediately. Such payment shall constitute payment of past due rent and payment 
in advance of the rent stipulated for the remainder of the Lease term.          
Acceptance by Landlord of the payment of such rent shall not constitute a       
waiver of any then existing default occurring thereafter.                       

10.05 Reletting of Premises.                                                    
Enter upon and take possession of the Premises as agent of Tenant without       
terminating this Lease and without being liable to prosecution or any claim for 
damages. Landlord may relet the Premises and in that connection may make any    
suitable alterations or refurbish the Premises, or both, or change the          
character or use of the Premises. Landlord shall not be required to relet for   
any use or purpose other than that specified in this Lease or which Landlord    
may reasonably consider injurious to the Premises, or to any tenant, which      
Landlord may consider objectionable.                                            

Landlord may relet all or any portion of the Premises alone or in conjunction   
with other portions of the Building for a term longer or shorter than the term  
of this Lease at a rental rate greater or less than the then current rental     
rate provided in this Lease and upon such other terms (Including the granting   
of concessions) as Landlord solely determines to be acceptable. If Landlord     
elects to reenter and relet all or any portion of the Premises, Landlord be     
entitled to recover as damages immediately, without waiting until the due date  
of any future rent, or until the date fixed for expiration of this Lease, the   
total of all rent owed and unpaid as of the date of the default. The Landlord   
can also recover the costs of reentry and reletting including without           
limitation the cost of any cleanup, refurbishing, removal of Tenant's property  
and fixtures, expenses from Tenant's failure to quit the Premises and to leave  
them in the required condition, any remodeling costs, attorneys' fees, court    
costs, brokers' commissions, advertising costs, and the difference between the  
rent and all of Tenant's other obligations under this Lease and the actual rent 
received by Landlord from the Premises for the period commencing with the date  
of the default and continuing through the date designated as the expiration     
date of this Lease.                                                             

No such reentry or taking possession of the Premises shall be construed as an   
election on Landlord's part to terminate this Lease unless a written notice of  
such intention is given to Tenant. Landlord, however, shall have no duty to     
relet the Premises and Landlord's failure to do so shall not release Tenant's   
liability for rent or damages. If Landlord elects to enter and relet the        
Premises, the Landlord may at any time thereafter elect to terminate this Lease 
for Tenant's default. If Landlord takes possession of Premises, Landlord shall  
have the right to rent any available space in the Building before reletting or  
attempting to relet the Premises.                                               

9.06 Landlord's Right to Perform.                                               
Tenant is obligated to do by provisions of this Lease and may enter the         
Premises without being liable to prosecution or claim for damages in order to   
accomplish this purpose. Tenant shall reimburse Landlord immediately upon       
demand for any expenses, which Landlord may incur in complying with the terms   
of this Lease on behalf of Tenant. Landlord shall not be liable for any damages 
to Tenant from such action, whether caused by negligence of Landlord or         
otherwise.                                                                      

10.07 Remedies Cumulative.                                                      
The remedies, as set forth and available to Landlord because of the default of  
Tenant, shall be in addition to and shall not exclude any other remedy          
available to Landlord under this Lease or applicable law.                       

10.08 Waiver of Redemption Rights.                                              
Tenant for itself and on behalf of any and all persons claiming through or      
under it, including creditors of all kinds, does hereby waive and surrender all 
right and privilege which they or any of them might have under or by reason of  
any present or future law, to redeem the Premises or to have a continuance of   
this Lease for its remaining term after having been dispossessed or ejected     
from the Premises by process of law or under the terms of this Lease or after   
the termination of this Lease as herein provided.                               

SECTION 11. GENERAL PROVISIONS                                                  

11.01 Waiver.                                                                   
No provisions of this Lease shall be deemed to have been waived by Landlord     
unless such waiver is in writing and is signed by Landlord. Landlord's waiver   
of a breach of any term or condition of this Lease shall not prevent a          
subsequent act, which would have originally constituted a breach, from having   
the effect of any original breach. Landlord's receipt of rent with knowledge of 
a breach by Tenant of any term or condition of this Lease shall not prevent a   
subsequent act, which would have originally constituted a breach, from having   
the effect of any original breach. Landlord's receipt of rent with knowledge of 
a breach by Tenant of any term or condition of this Lease shall not be deemed a 
waiver of such breach.                                                          

Landlord's failure to enforce against Tenant or any other Tenant of the         
Building any of the rules or regulations made by Landlord shall not be deemed a 
waiver of such rules or regulations. No act or thing done by Landlord, its      
agents or employees during this Lease Term shall be deemed an acceptance of a   
surrender of the Premises and no agreement to accept a surrender of the         
Premises shall be valid unless it is in writing and is signed by Landlord. The  
delivery of keys to any of Landlord's agents or employees shall not serve to    
terminate this Lease or surrender the Premises. No payment by Tenant or receipt 
by Landlord, of a lesser amount than the rent due shall be deemed to be other   
than on account of the earliest stipulated rent, nor shall any endorsement or   
statement on any check or any letter accompanying a payment as rent be deemed   
an accord and satisfaction. Landlord may accept such check or payment without   
prejudice to Landlord's right to recover the balance of such rent or pursue any 
other remedy available to Landlord.                                             

11.02 Holding Over.                                                             
If Tenant shall fail to vacate the Premises upon expiration or sooner           
termination of this Lease, Tenant shall be a month-to-month Tenant and subject  
to all laws of the [state or province] in which the Building is situated        
applicable to such tenancy. The rent to be paid Landlord by Tenant during such  
continued occupancy shall be one hundred fifty percent (150%) of the base rent  
being paid by Tenant as of the date of expiration or sooner termination.        

11.03 Removal Of Property.                                                      
If Tenant shall fail to remove any of its property of any nature from the       
Premises or Building at the termination of this Lease or when Landlord has the  
right of re-entry, and if Landlord fails to elect to pursue any remedies        
available to Landlord as provided in this Lease relative to removal or          
disposition of Tenant's property remaining in the Premises or Building,         
Landlord may, at its option, immediately remove and store said property without 
liability for loss or damage, such storage to be for the account and at the     
expense of Tenant. In the event that Tenant shall not pay the cost of storing   
any such property after it has been stored for a period of thirty (30) days or  
more, Landlord may at its option sell, or permit to be sold, any or all such    
property at public or private sale, in such manner and at such times and places 
as Landlord, in its sole discretion, may deem proper, without notice to Tenant. 
The proceeds of such sale may be applied (i) to the cost and expense of such    
sale, including reasonable attorneys' fees actually incurred; (ii) to the       
payment of the cost for storing such property; (iii) to the payment of any      
other money, which may then be or thereafter become due Landlord from Tenant    
under any of the terms of this Lease; and (iv) the balance if any to Tenant.    

11.04 Notices.                                                                  
All notices or other communications between the parties shall be in writing and 
shall be delivered by personal delivery, commercially recognized overnight      
courier, or prepaid United States registered or certified mail, receipt         
requested, addressed as set forth below. If any notice is delivered in person   
or by overnight courier, such notice shall be deemed duly given upon receipt.   
If any notice is delivered by United States registered or certified mail,       
return receipt requested, such notice shall be deemed duly given upon the       
earlier of receipt or three (3) days after deposit with the United States mail  
service. Landlord and Tenant may from time to time by written notice to the     
other designate another address for receipt of future notices. All notices and  
other communications shall be addressed and sent to the following addresses:    

To Tenant:                             To Landlord:                           
MicroSpectacular, Inc.                 COFCO Investment Company, L.L.C.       
668 North 44th Street, Suite 241       668 North 44th Street, Suite 233       
Phoenix, Arizona 85008                 Phoenix, Arizona 85008                 
Attn: Peter H. Jacobs, President       Attn: Allen R. Bowman, President       
Attn: Lynn Marzonie, Controller        Attn: Rob Reblin, Controller           

11.05 Consent Not Unreasonably Withheld.                                        
Unless otherwise specifically provided, whenever consent approval of Landlord   
or Tenant is required under the terms of this Lease, such consent or approval   
shall not be unreasonably withheld or delayed. Tenant's sole remedy if Landlord 
unreasonably withholds or delays consent or approval shall be an action for     
specific performance and Landlord shall not be liable for damages. If either    
party withholds any consent or approval, such party shall on written request    
deliver to the other party a written statement giving the reasons therefore.    

11.06 Attorneys' Fees.                                                          
If either Landlord or Tenant commences or engages in or threatens to commence   
or engage in any action or litigation or arbitration against the other party    
arising out of or in connection with the Lease, the Premises or the Building,   
including but not limited to any action for recovery of any payment owed by     
either party under the Lease, or to recover possession of the Premises, or for  
damages for breach of the Lease, the prevailing party shall be entitled to have 
and recover from the losing party reasonable attorneys' fees and other costs    
incurred in connection with and preparation for such action.                    

If Landlord becomes involved in any litigation or dispute, threatened or        
actual, by or against anyone not a party the Lease, but arising by reason of or 
related to any act or omission of Tenant or Tenant's agents, contractors,       
employees, licensees, directors, officers, partners, trustees, visitors, or     
invitees, Tenant agrees to pay Landlord's reasonable attorneys' fees and other  
costs incurred in connection with the litigation or dispute regardless of       
whether a lawsuit is actually filed.                                            

11.07 Time Of The Essence.                                                      
In all instances where the terms and provisions of this Lease to pay any sum or 
to do any act at a particular time or it is understood and agreed within an     
indicated period require Tenant, it is understood and agreed that time is of    
the essence.                                                                    

11.08 Arbitration.                                                              
These procedures will govern any arbitration to this lease:                     
a) Arbitration will be commenced by a written demand made by Landlord or Tenant 
upon the other. The written demand will contain a statement of the question to  
be arbitrated and the name and address of the arbitrator appointed by the       
demandant. Within ten (10) days after its receipt of the written demand, the    
other will give the demandant written notice of the name and address of its     
arbitrator. Within ten (10) days after the date of the appointment of the       
second arbitrator, the two arbitrators will meet. If the two arbitrators are    
unable to resolve the question in dispute within ten (10) days after their      
first meeting, they will select a third arbitrator. The third arbitrator will   
be designated as chairman and will immediately give Landlord and Tenant written 
notice of its appointment. The three arbitrators will meet within ten (10) days 
after the appointment of the third arbitrator. If they are unable to resolve    
the que3stion in dispute within ten (10) days after their first meeting, the    
third arbitrator will select a time, date, and place for a hearing and will     
give Landlord and Tenant thirty (30) days' prior written notice of it. The date 
for the hearing will not be more than sixty (60) days after the date of         
appointment of the third arbitrator. The first two arbitrators may be partial.  
The third arbitrator must be neutral. All of the arbitrators must have these    
qualifications: (Qualifications of arbitrators)                                 

b) At the hearing, Landlord and Tenant will each be allowed to present          
testimony and tangible evidence and cross-examine each other's witnesses. The   
arbitrators may make additional rules for the conduct of the hearing or the     
preparation for it. The arbitrators will render their written decision to       
Landlord and Tenant not more than thirty (30) days after the last day of the    
hearing.                                                                        

c) If the one of whom arbitrator is demanded fails to appoint its arbitrator    
within the time specified or if the two arbitrators appointed are unable to     
agree on an appointment of the third arbitrator within the time specified,      
either Landlord ort Tenant may petition a justice of the Phoenix court of the   
State of Arizona to appoint a third arbitrator. The petitioner will give the    
other five (5) days' prior written notice before filing the petition.           
d) The arbitrator will be governed by the Arbitration Law of the State of       
Arizona, and when not in conflict with such law, by the general procedures in   
the Commercial Arbitration Rules of the American Arbitration Association.       
e) The arbitrators will not have power to add to modify, detract from, or alter 
in any way the provisions of this lease or any amendments or supplements to     
this lease. The written decision of at least two arbitrators will be conclusive 
and binding upon landlord and tenant. No arbitrator is authorized to make an    
award of punitive or exemplary damages.                                         

f) Landlord and Tenant will each pay for the services of its appointees,        
attorneys, and witnesses, plus one-half (1/2) of all other proper costs         
relating to the arbitration.                                                    

g) The decision of the arbitrators will be final and non-appealed, and may be   
enforced according to the laws of the State of Arizona.                         

11.09 Designated Parties.                                                       
Landlord may act in any matter provided for herein by its property manager or   
any other person who shall from time to time be designated by Landlord by       
notice to Tenant. Tenant may designate in writing a person to act on its behalf 
in any matter provided for herein and may by written notice change such         
designation. In the absence of such designation, the person or persons          
executing this Lease for shall be deemed to be authorized to act on behalf of   
Tenant in any matter provided for herein.                                       

11.10 Successors.                                                               
All covenants, agreements, terms, and conditions in this Lease shall apply to   
and be binding upon Landlord and Tenant and their respective heirs, executors,  
administrators, successors, and permitted assignees.                            

10.11 Joint And Several Liability.                                              
If there is more than one Tenant, the obligations imposed by this Lease upon    
Tenant shall be joint and several. If there is a guarantor of Tenant's          
obligations, the obligation imposed on Tenant shall be joint and several        
obligations of Tenant and such Guarantor. Landlord need not first proceed       
against the Tenant before proceeding against such Guarantor. The Guarantor      
shall not be released from its guaranty for any reason whatsoever including     
amendments to the Lease, waivers of default of Tenant, failure to give the      
Guarantor any notices to be given Tenant, or release of any party liable for    
payment of Tenant's obligations under this Lease.                               

11.12 Merger.                                                                   
The voluntary or other surrender of this Lease by Tenant the cancellation of    
this Lease by mutual agreement of Landlord and Tenant shall not work a merger   
and shall, at Landlord's option, terminate all or any subleases or              
subtenancies. Landlord's option shall be exercised by notice to Tenant and all  
known tenants under any sublease or subtenancy.                                 

11.13 Relationship Of Parties.                                                  
Nothing contained in this Lease shall create any of Landlord and Tenant. It is  
acknowledged and agreed that Landlord does not in any way or for any purpose    
become a partner of Tenant in the conduct of Tenant's business or a joint       
venturer or a member of a joint or common enterprise with Tenant.               

11.14 Entire Agreement -- Captions.                                             
Tenant acknowledges and agrees that it has not relied upon any statement,       
representation, agreement or warranty except such as may be expressly set forth 
in this Lease. It is agreed by Landlord and Tenant that no amendment or         
modification of this Lease shall be valid or binding unless executed in writing 
by Landlord and Tenant. No provision of this Lease shall be altered, waived,    
amended, or extended except in writing executed by Landlord and Tenant. The     
Section headings contained in this Lease are for convenience only and shall in  
no way enlarge or limit the scope or meaning of the provisions of this Lease.   

11.15 Severability.                                                             
If any clause or provision of this Lease is held to be illegal, invalid or      
unenforceable under present or future law effective during the term of this     
Lease, the remainder of this Lease shall not be affected thereby. In lieu of    
such clause or provision being held to be illegal, invalid, or unenforceable,   
there shall be added, as a part of this Lease, a clause or provision as similar 
in terms as possible that shall be legal, valid, and enforceable.               

11.16 Gender.                                                                   
Words of any gender used in this Lease shall be held and construed to include   
any other gender. Words in the singular number shall be held to include the     
plural unless the context otherwise requires.                                   

11.17 Building Name.                                                            
Landlord reserves the right at any time and from time to time to change the     
name by which the Building is designated.                                       

11.18 Brokerage Commissions.                                                    
Tenant and Landlord each represents and warrants that it has dealt with no      
broker, agent, or finder on account of this Lease, other than the following     
brokers, Insignia/ESG (the "Broker"). Landlord and Tenant each agrees to        
defend, indemnify, and hold harmless the other from and against any and all     
claims, damages and costs, including attorneys' fees, in connection with any    
claim for brokerage, finder's or similar fees, or compensation related to this  
Lease other than from the Broker, which may be made or alleged as a result of   
acts or omissions of that party.                                                

11.19 Corporate Authority.                                                      
If Tenant is a corporation, Tenant warrants that it has legal authority to      
operate and is authorized to do business in the state (province) in which the   
Premises are situated. Tenant also warrants that the person or persons          
executing this Lease on behalf of Tenant has authority to do so and fully       
obligate Tenant to all terms and provisions of this Lease. Tenant shall, upon   
request from Landlord, furnish Landlord with a certified copy of resolutions of 
the Board of Directors authorizing this Lease and granting authority to execute 
it to the person or persons who have executed it on Tenant's behalf.            

11.20 Governing Law.                                                            
This Lease shall be governed by, construed and enforced in accordance with the  
laws of Arizona.                                                                

11.21 Force Majeure.                                                            
Landlord shall not be required to perform any term, condition or covenant in    
this Lease so long as such performance is delayed or prevented by acts of God,  
strikes, lockouts, material or labor restrictions by any governmental           
authority, civil riot, floods, or any other cause not reasonable within the     
control of Landlord, and which, by the exercise of due diligence, Landlord is   
unable, wholly or in part, to prevent or overcome, as long as Landlord          
diligently proceeds to correct such situation.                                  

11.22 Recordation.                                                              
Tenant shall not record this Lease without the prior written consent of the     
Landlord. Either party shall upon request of the other party execute and        
acknowledge a "short form" memorandum of this Lease for recording purposes. The 
cost of preparation and recording the memorandum shall be borne by the party    
requesting execution of the memorandum.                                         

SECTION 12. Exhibits                                                            

12.01 Exhibits.                                                                 
The contents and provisions set out in any Exhibits attached hereto are         
incorporated herein by reference and made a part hereof. If any provisions or   
provisions set out in said Exhibits are in conflict with any other provisions   
of this Lease, the provisions set forth in said Exhibit shall be controlling.   

TENANT                  LANDLORD                                              
MicroSpectacular, Inc.  COFCO Investment Company, L.L.C.                      
\s \Peter H. Jacobs     \s\Robert Reblz                                       
By: Peter H. Jacobs     By: Robert Reblz                                      
Its President           Its Controller                                        
05/16/00                05/16/2000                                            

Exhibit "A" 
FLOOR PLAN

 Exhibit "B"

  BUILDING RULES AND REGULATIONS

1. Tenant shall not obstruct or interfere with the rights of other tenants of   
the Building, or of persons having business in the Building, or in any way      
injure or annoy such Tenants or persons.                                        

2. Tenant shall not use the Building for lodging, sleeping, cooking or for any  
immoral or illegal purpose or for any purpose that will damage the Building or  
the reputation thereof or for any purposes other than those specified in the    
Lease.                                                                          

3. Canvassing, soliciting and peddling in the Building are prohibited and       
Tenant shall cooperate to prevent such activities.                              

4. Tenant shall not bring or keep within the Building any animal, bicycle, or   
motorcycle.                                                                     

5. Tenant shall not conduct mechanical or manufacturing operations, cook or     
prepare food, or place or use any flammable, combustible, explosive or          
hazardous fluid, chemical device, substance or material in or about the         
Building without the prior written consent of Landlord. Tenant shall comply     
with all rules, orders, regulations, and requirements of the applicable Fire    
Rating Bureau, or any other similar body, and Tenant shall not commit any act   
or permit any object to be brought or kept in the Building that shall increase  
the rate of fire or casualty insurance on the Building or on property located   
therein.                                                                        

6. Tenant shall not use the Building for manufacturing or for the storage of    
goods, wares, or merchandise, except as such storage may be incidental to the   
use of the Premises for general office purposes and except in such portions of  
the Premises as may be specifically designated by Landlord for such storage.    
Tenant shall not occupy the Building or permit any portion of the Building to   
be occupied for the manufacture or direct sale of liquor, narcotics or tobacco  
in any form. Also, unless the terms of Tenant's Lease specifically permit       
otherwise, the Building shall not be used as a medical office, barber shop,     
manicure shop, music, or dance studio, or employment agency. Tenant shall not   
conduct in or about the Building any auction, public or private, without the    
prior written approval of Landlord.                                             

7. Tenant shall not install for use in the Building any air conditioning unit,  
engine, boiler, generator, machinery, heating unit, stove, water cooler,        
ventilator, radiator, or any other similar apparatus without the prior written  
consent of Landlord and then only as Landlord may direct.                       

8. Tenant shall not use in the Building any machines other than standard office 
machines such as typewriters, calculators, copy machines, personal computers,   
and similar machines, without the prior written approvals of Landlord. All      
office equipment and any other device of any, electrical, or mechanical nature  
shall be placed by tenant in the Premises in settings approved by Landlord so   
as to absorb or prevent any vibration, noise, or annoyance. Tenant shall not    
cause improper noises, vibrations, or odors within the Building.                

9. Tenant shall move all fright, supplies, furniture, fixtures, and other       
personal property into, within and out of the Building only at such times and   
through such entrances as may be designated by Landlord, and such movement of   
such items shall be under the supervision of Landlord. Landlord reserves the    
right to inspect all such freight, supplies, furniture, fixtures, and other     
personal property to be brought into the Building and to exclude from the       
Building all such objects which violate any of these rules and regulations or   
the provisions of the Lease. Tenant shall not move or install such objects in   
or about the Building in such a fashion as to unreasonably obstruct the         
activities of other tenants. All such moving shall be at the sole expense,      
risk, and responsibility of Tenant. Tenant shall not use in the delivery,       
receipt, or other movement of freight, supplies, furniture, fixtures, and other 
personal property to, from or within the Building, any hand trucks other than   
those equipped with rubber tires and side guards.                               

10. Tenant shall not place within the Building any safes, copy machines,        
computer equipment, or other objects of unusual size or weight, nor shall       
Tenant place within the Building any objects that exceed the floor weight       
specifications of the Building without the prior written consent of Landlord.   
Landlord shall prescribe the placement and positioning of all such objects      
within the Building and such objects shall in all cases be placed upon plates   
or Landlord shall prescribe footings of such size as.                           

11. Tenant shall not deposit any trash, refuse, cigarettes, or other substances 
of any kind within or out of the Building, except in the refuse containers      
provided therefore. Tenant shall not introduce into the Building any substance  
which might add an undue burden to the cleaning or maintenance of the Premises  
or the Building. Tenant shall exercise its best efforts to keep the sidewalks,  
entrances, passages, courts, lobby areas, garages, or parking areas, elevators, 
escalators, stairways, vestibules, public corridors, and halls in and about the 
Building (hereinafter "Common Areas") clean and free from rubbish.              

12. Tenant shall use the Common Areas only as a means of ingress and egress and 
Tenant shall permit no loitering by any persons upon Common Areas or elsewhere  
within the Building. The Common Areas and roof of the Building are not for the  
use of the general public, and Landlord shall in all cases retain the right to  
control or prevent access thereto by all persons whose presence, in the         
judgment of Landlord, shall be prejudicial to the safety, character,            
reputation, or interests of the Building and its tenants. Tenant shall not      
enter the mechanical rooms, air conditioning rooms, electrical closets,         
janitorial closets, or similar areas or go upon the roof of the Building        
without the prior written consent of Landlord.                                  

13. Tenant shall not use the washrooms, restrooms, and plumbing fixtures of the 
Building, and appurtenances thereto, for any other purposes than the purposes   
for which they were constructed, and Tenant shall not deposit any sweepings,    
rubbish, rags or other improper substances therein. Tenant shall not waste      
water by interfering or tampering with faucets or otherwise. If Tenant or       
Tenants servants, employees, agents, contractors, jobbers, licenses, invitees'  
guests, or visitors cause any damage to such washrooms, restrooms, plumbing     
fixtures, or appurtenances, such damage shall be repaired at tenants expense    
and Landlord shall not be responsible therefore.                                

14. Tenant shall not mark, paint, drill into, cut, string wires within, or in   
any way deface any part of the Building, without the prior written consent of   
Landlord and as Landlord may direct. Upon removal of any wall decorations or    
installations of floor coverings by Tenant, tenant at tenant's sole cost and    
expense shall repair any damage to the walls or floors. Without limitation upon 
any of the provisions of the Lease, Tenant shall refer all contract             
representatives, installation technicians, janitorial workers and other         
mechanics, artisans, and laborers rendering any service in connection with the  
repair, maintenance, or improvement of the Premises to Landlord for Landlord's  
supervision, approval, and control before performance of any such service. This 
paragraph 14 shall apply to all work performed in the Building, including       
without limitation installation of telephones, computers, electrical, and       
electronic devises of any kind and attachments and installations of any nature  
affecting floors, walls, woodwork, trim, windows, ceilings, equipment, or any   
other portion of the Building. Plans and specifications for such work prepared  
at Tenants sole expense, shall be submitted to Landlord and shall be subject to 
Landlords prior written approval in each instance before the commencement of    
work. Tenant shall construct all installations, alterations, and additions in a 
good and professional manner and only good grades of materials shall be used in 
connection therewith. The means by which telephone, computer and similar wires  
are to be introduced to the Premises and the location of telephones, call       
boxes, and other office equipment affixed to the Premises shall be subject to   
the prior written approval of Landlord. Tenant shall not lay linoleum or        
similar floor coverings so that the same shall come into direct contact with    
the floor of the Premises. If linoleum or other similar floor covering is to be 
used, an interlining of builders deadening felt shall be first affixed to the   
floor, by a paste or other material soluble in water. The use of cement or      
other similar adhesive material is expressly prohibited.                        

15. Landlord shall have the right to prohibit any publicity, advertising, or    
use of the name of the Building by tenant, which in Landlord's opinion tends to 
impair the reputation of the Building or its desirability as a building for     
offices. Upon written notice from Landlord, Tenant shall refrain from or        
discontinue any such publicity, advertising, or use of the Building Name.       

16. The sashes, sash doors, skylights, windows, and doors that reflect or admit 
light or air into the Common Areas shall not be covered or obstructed by Tenant 
through placement of objects upon windowsills or otherwise. Tenant shall        
cooperate with Landlord in obtaining maximum effectiveness of the cooling       
system of the Building by closing drapes and other window coverings when the    
sun's rays fall upon windows of the Premises. Tenant shall not obstruct, alter, 
or in any way impair the efficient operation of Landlord's heating,             
ventilating, air conditioning, electrical, fire, safety, or lighting systems,   
nor shall Tenant tamper with or change the setting of any thermostat or         
temperature control valves in the Building.                                     

17. Subject to applicable fire or other safety regulations, all doors opining   
onto Common Areas and all doors upon the perimeter of the Premises shall be     
kept closed and locked during non-business hours, except when in use for        
ingress or egress. If Tenant uses the Premises after regular business hours or  
on non-business days, Tenant shall lock any entrance doors to the Building or   
to the Premises used by tenant immediately after using such doors.              

18. Employees of Landlord shall not be requested by Tenant to receive or carry  
messages for or to tenant or any other person, nor contract with nor render     
free or paid services to tenant or Tenants servants, employees, contractors,    
jobbers, agents, invitees, licensees, guests, or visitors. In the event that    
any of Landlords employees perform any such services, such employees shall be   
deemed to be agents of Tenant regardless of whether or how payment is arranged  
for such services. Tenant herby indemnifies and holds Landlord harmless from    
any and all liability in connection with any such services and any associated   
injury or damage to property or injury or death to persons resulting there      
from.                                                                           

19. All Keys to the exterior doors of the Premises shall be obtained by tenant  
from Landlord, and Tenant shall pay to Landlord a reasonable deposit determined 
by Landlord from time to time for such keys. Tenant shall not make duplicate    
copies of such keys. Tenant shall not install additional locks or bolts of any  
kind upon any of the doors or windows of or within the Building nor shall       
Tenant make any changes in existing locks or mechanism thereof. Tenant shall    
upon the termination of its tenancy provide Landlord with the combinations to   
all combination locks on safes, safe cabinets, and other key-controlled         
mechanisms therein, whether or not Landlord furnished such keys to tenant. In   
the event of the loss of any key furnished to tenant by Landlord, tenant shall  
pay to Landlord the cost of replacing the same or of changing the lock or locks 
opened by such lost key if Landlord shall be deemed it necessary to make such a 
change.                                                                         

20. Landlord shall in no case be liable for damages for the admission or        
exclusion of any person from the Building. In case of invasion, mob, riot,      
public excitement, or other commotion, Landlord reserves the right to prevent   
access to the Building for the safety of Tenants and protection of property in  
the Building.                                                                   

21. For purposes hereof, the terms "Landlord", "Tenant", "Building", and        
"Premises" are defined in the Lease to which these Rules and Regulations are    
attached. Wherever Tenant is obligated under these Rules and Regulations to do  
or refrain from doing an act or thing, such obligation shall include the        
exercise by tenant of its best efforts to secure compliance with such           
obligation by the servants, employees, contractors, jobbers, agents, invitees,  
licensees, guests, and visitors of Tenant. The term "Building" shall include    
the Premises, and any obligations of Tenant hereunder with regard to the        
Building shall apply with equal force to the Premises and to other parts of the 
Building.                                                                       

MicroSpectacular, Inc. COFCO Investment Company, L.L.C.                         

TENANT                            LANDLORD                                    
MicroSpectacular, Inc.            COFCO Investment Company, L.L.C.            
:___\s\__Peter H. Jacobs________ :___  \s\__Robert Reblz______                
By: Peter H. Jacobs               By: Robert Reblz                            
Its President                     Its Controller                              
05/16/00                          05/16/2000                                  

Exhibit 10.09 

EMPLOYMENT AGREEMENT

THIS AGREEMENT (this "Agreement") is by and between SUNNCOMM, INC., a Nevada    
corporation ("Company"), and PETER H. JACOBS,                                   
an individual ("Employee").                                                     

RECITALS:                                                                       

A. Company is engaged, among other things, in the business of developing,       
licensing, and distributing multi media content ("Company Business"). Employee  
has substantial experience and expertise in the area of executive management.   

B. Company desires to retain the services of Employee as an executive, to act   
as its CHIEF EXECUTIVE OFFICER and PRESIDENT, and Employee desires and is       
willing to continue employment with the Company in that capacity.               

C. Company and Employee desire to embody the terms and conditions of Employee's 
employment in a written agreement, which will supersede all prior agreements of 
employment, whether written or oral, pursuant to the terms and conditions       
hereinafter set forth.                                                          

D. The Board of Directors of Company (the "Board"), has determined that it is   
in the best interests of Company and its shareholders to assure that Company    
will have the continued dedication of Employee, notwithstanding the             
possibility, threat or occurrence of a Change of Control (as defined in Section 
6(1)) of Company. The Board believes it is imperative to diminish the           
inevitable distraction of Employee by virtue of the personal uncertainties and  
risks created by a pending or threatened Change of Control and to encourage     
Employee's full attention and dedication to Company currently and in the event  
of any threatened or pending Change of Control, and to provide Employee with    
compensation and benefits arrangements upon a Change of Control which ensure    
that the compensation and benefits expectations of Employee will be satisfied   
and which are competitive with those of other corporations. Therefore, in order 
to accomplish these objectives, the Board has caused Company to enter into this 
Agreement.                                                                      

AGREEMENT                                                                       

In consideration of the recitals and mutual agreements hereinafter set for the, 
the parties agree as follows:                                                   

1. . Company agrees to continue to employ Employee on a full-time basis, in     
accordance with the terms and conditions set forth herein, and Employee agrees  
to accept such continued full-time employment in accordance with said terms and 
conditions. Employee shall have such duties and responsibilities as shall be    
allocated to him from time to time by the Board in his capacity as the Chief    
Executive Officer and President. Employee's title and duties may be changed     
from time to time in the discretion of Company's Board so long as he is         
maintained in an executive capacity with duties, responsibilities and           
privileges commensurate with his current level of employment. Employee agrees   
to devote his full time, skill, knowledge and attention to the business of      
Company and the performance of his duties under this Agreement. Employee shall  
report directly to the Board.                                                   

2. Term. The initial term (the "Term") of employment under this Agreement shall 
commence on June 1, 2000 (the "Effective Date") and shall continue for a period 
of five (5) years, unless earlier terminated as set forth in Section 6 below.   
Thereafter, this Agreement shall automatically renew for an additional          
three-year period (the "Renewal Term") unless either party gives the other      
written notice of non-renewal at least 30 days prior to the expiration of the   
Term or Renewal Term.                                                           

3. Compensation.                                                                

(a) Base Salary. Company agrees to pay Employee an initial annual base salary   
of $100,000, before deducting all applicable withholdings which shall be        
payable in accordance with Company's standard executive payroll policies as     
they may be revised from time to time. Employee's annual base salary shall      
thereafter be subject to annual adjustment in accordance with Company's         
standard executive compensation policies, but in mo event shall Employee's      
annual base salary be less than $100,000 per year during the Term or Renewal    
Term.                                                                           

(b) Incentive Bonus. After commencing his duties as Chief Executive Officer and 
President, Company's Executive Committee shall design and present to the Board  
for review, adjustment and adoption, an incentive compensation program for key  
employees. Employee shall be designated as a key employee and shall be entitled 
to participate in such program, and if financial targets established pursuant   
to the program are met, will be eligible to earn in any year an additional      
maximum amount of compensation in the form of stock, stock options and/or cash  
as determined by Company's Executive Committee.                                 

(c) Stock Options. Upon the execution of the Agreement, Employee shall receive  
options to acquire up to 2 million shares of the Common Stock of the Company at 
a price of $ .20 each. Such stock options shall be exercisable from the date    
Company commences trading on a national exchange until the expiration of the    
Term, notwithstanding any termination during the Term pursuant to Section 6(c)  
herein. The issuance of said stock options does not preclude Company from       
issuing to Employee additional stock options pursuant to a qualified or         
non-qualified plan.                                                             

(d) Deductions. Company shall deduct from the payments make to Employee         
hereunder any federal, state or local withholding or other taxes or charges     
which Company is required to deduct under applicable law, and all amounts       
payable to Employee under this Agreement are stated before any such deductions. 
Company shall have the right to rely upon written opinion of counsel if any     
questions arise as to any deductions.                                           

4. Benefits.                                                                    

(a) Insurance. In addition to the compensation described above, while Employee  
is employed hereunder, Company shall pay for and provide Employee with the same 
amount and type of health, medical and life insurance as is provided from time  
to time to executive officers of Company during the Term and Renewal Term, if   
applicable.                                                                     

(b) Accommodations. Company shall arrange for and pay for living accommodations 
for a period of one year from the effective date of this Agreement.             

(c) Travel Expenses. Travel expenses between Sacramento and Phoenix shall be    
paid for by Company on a weekly basis on such airlines and service as requested 
by Employee. All business related travel expenses shall be paid for or          
reimbursed by Company to Employee on a timely basis.                            

(d) Automobile. Company shall provide a vehicle for Employee's exclusive use    
while in the Phoenix area. At employee's option, said vehicle may be leased     
weekly, or a long term lease, with payments not to exceed $600 per month, shall 
be executed by Company for said vehicle of Employee's choice.                   

(e) Expense Reimbursement. In addition to the compensation and benefits         
provided above, Company shall, upon prior approval of the Executive Committee   
and receipt of appropriate documentation, reimburse Employee each month for his 
reasonable travel, lodging and other ordinary and necessary business expenses   
consistent with Company's policies as in effect from time to time.              

(f) Retirement Plan. In addition to the compensation and benefits provided      
above, Company shall pay for and provide Employee a retirement or pension plan  
as is provided from time to time to executive officers of Company during the    
Term and Renewal Term, if applicable.                                           

5. Vacation. Employee shall be entitled to vacation with pay in accordance with 
Company's vacation policy as in effect from                                     
time to time. In addition, Employee shall be entitled to such holidays as       
Company may approve for its executive personnel.                                

6. Termination. The Board may terminate Employee's employment by Company prior  
to the expiration of the Term or Renewal Term in the manner provided in either  
Section 6(a) or Section 6(b). Additionally, if notice of non-renewal is given   
pursuant to Section 2, the term of employment shall expire at the end of the    
Term and Employee shall be entitled to compensation as provided in Section      
6(e).                                                                           

(a) For Cause. Company may terminate this Agreement for cause upon written      
notice to the Employee stating the facts constituting such cause, provided that 
Employee shall have 10 days following such notice to cure any conduct or act,   
if curable, alleged to provide grounds for termination for cause hereunder. In  
the event of termination for cause, any unexercised stock options granted       
pursuant to Section 3(c) shall automatically expire, and Company shall be       
obligated to pay Employee only the salary due to him through the date of        
termination pursuant to Section 3(a). Cause shall include material neglect of   
duties, willful failure to abide by ethical and good faith instructions or      
policies from or set by the Board, commission of a felony or serious            
misdemeanor offense or pleading guilty or no contest to same, the commission by 
Employee of an act of dishonesty or moral turpitude involving Company,          
Employee's breach of this Agreement, breach by Employee of any other material   
obligation to Company, or upon the bankruptcy, receivership, dissolution or     
cessation of business of Company.                                               

(b) Without Cause. Company may terminate this Agreement at any time             
immediately, without cause, by giving written notice to Employee. Any           
termination resulting from a Change of Control as defined below shall           
constitute a termination without cause without the necessity of written notice  
to Employee. Upon termination under this Section 6(b), Company shall (i) pay to 
Employee his base salary at the time of termination due him through the date of 
the expiration of the Term, or Renewal Term, if applicable; and (ii) within 60  
days after the end of the fiscal year in which termination pursuant to this     
Section 6(b) occurs, Employee shall be entitled to receive a separation bonus   
payment in an amount equal to 2.99 times his respective annual base salary at   
the time of termination.                                                        

(c) Disability. If during the Term, or Renewal Term, if applicable, Employee    
fails to perform his duties hereunder because of physical or mental illness or  
other incapacity for a period of two consecutive months, or for 45 days during  
any 120-day period, Company shall have the right to terminate this Agreement    
without further obligation hereunder except for any bonus amount payable in     
accordance with this Section 6(c) and any amounts payable pursuant to           
disability plans generally applicable to executive employees. Company shall     
provide Employee with notice of commencement of the disability period, which    
period cannot commence more than seven (7) days prior to the date of the        
notice. If there is any dispute as to whether Employee is or was physically or  
mentally disabled under this Agreement, or whether his disability has ceased    
and he is able to resume his duties, such question shall be submitted to a      
licensed physician agreed upon by the parties. Employee shall submit to such    
examinations and provide information as such physician may request, and the     
determination of such physician as to Employee's physical or mental condition   
shall be binding and conclusive on the parties. Company agrees to pay the cost  
of any such physician's services, tests and examinations.                       

(d) Death. If Employee dies during the Term, or Renewal Term, if applicable,    
this Agreement shall terminate immediately, and the Employee's legal            
representatives shall be entitled to receive the base salary due the Employee   
through the last day of the calendar month in which his death shall have        
occurred and any other death benefits generally applicable to executive         
employees.                                                                      

(e) Non-Renewal. If Employee's term of employment is not renewed by Company as  
contemplated by Section 2 at the end of the Term, Company shall, (i) pay to     
Employee the base salary due to him through the end of the Term, less           
applicable withholdings; and (ii) within 60 days after the end of the fiscal    
year in which the termination of employment pursuant to this Section 6(e)       
occurs, Employee shall be entitled to receive a separation bonus in an amount   
equal to 2.99 times Employee's annual base salary at the time of such           
termination.                                                                    

(f) Change of Control. A "Change of Control" shall be deemed to have occurred   
if the conditions set forth in any one of the following paragraphs shall have   
been satisfied:                                                                 

(i) Any "person" (as such term is used in Section 13(d) and 14(d)) of the       
Securities Exchange Act of 1934, as amended (the "Exchange Act") or "persons"   
acting in concert, is or becomes the "beneficial owner" (as defined in Rule     
13d-3 under the Exchange Act), directly or indirectly, of securities of the     
Company representing twenty-five percent (25%) or more of the combined voting   
power of Company's then outstanding securities, provided that the term "person" 
for purposes of this Section 6(f)(i) shall exclude Company or any trustee or    
other fiduciary holding securities under an employee benefit plan of Company;   
or                                                                              

(ii) The stockholders of Company approve an acquisition and/or merger of        
consolidation of Company with any other corporation, other than (A) an          
acquisition and/or a merger of consolidation which would result in the voting   
securities of Company outstanding immediately prior thereto continuing to       
represent (either by remaining outstanding or by being converted into voting    
securities of the surviving entity), in combination with the ownership of any   
trustee or other fiduciary holding securities under an employee benefit plan of 
Company, at least seventy percent (70%) of the combined voting power of the     
voting securities of Company or such surviving entity outstanding immediately   
after such merger or consolidation, or (B) an acquisition and/or merger or      
consolidation effected to implement a recapitalization of Company (or similar   
transaction) in which voting power of Company's then outstanding securities; or 

(iii) The stockholders of Company approve a plan of complete liquidation of     
Company or an agreement for the sale or disposition by Company of all or        
substantially all Company's assets.                                             

7. Non-competition: Confidential Information.                                   

(a) Confidential Information. Employee acknowledges that Employee may receive,  
or contribute to the production of, Confidential Information. For purposes of   
the Agreement, Employee agrees that "Confidential Information" shall mean       
information of material proprietary to Company of designated as Confidential    
Information by Company and not generally known by non-Company personnel, which  
Employee develops or of or to which Employee may obtain knowledge or access     
through or as a result of Employee's relationship with Company (including       
information conceived, originated, discovered or developed in whole or in part  
by Employee). Confidential Information includes, but is not limited to, the     
following types of information and other information of a similar nature        
(whether or not reduced to writing) related to Company's business: discoveries, 
inventions, ideas, concepts, research, development, processes, procedures,      
"know-how", formulae, marketing techniques and materials, marketing and         
development plans, business plans, customer names and other information related 
to customers, price lists, pricing policies, financial information, employee    
compensation, and computer programs and systems. Confidential Information also  
includes any information described above which Company obtains from another     
party and which Company treats as proprietary or designates as Confidential     
Information, whether or not owned by or developed by Company. Employee          
acknowledges that the Confidential Information derives independent economic     
value, actual or potential, from not being generally know to, and not being     
readily ascertainable by proper means by, other persons who can obtain economic 
value from its disclosure or use. Information publicly known without breach of  
this Agreement that is generally employed by the trade at or after the time     
Employee first learns of such information, or generic information or knowledge  
which Employee would have learned in the course of similar employment or work   
elsewhere in the trade, shall not be deemed part of the Confidential            
Information. Employee further agrees:                                           

(i) To furnish Company on demand, at any time during or after employment, a     
complete list of the names and addresses of all present, former and potential   
customers and other contacts gained while an employee of Company in Employee's  
possession, whether or not in the possession or within the knowledge of         
Company;                                                                        

(ii) that all notes, memoranda, documentation records in any way incorporating  
or reflecting any Confidential Information shall belong exclusively to Company, 
and Employee agrees to turn over all copies of such materials in Employee's     
control to Company upon request or upon termination of Employee's employment    
with Company.                                                                   

(iii) that while employed by Company and thereafter Employee will hold in       
confidence and not directly or indirectly reveal, report, publish, disclose or  
transfer any of the Confidential Information to any person or entity, or        
utilize any of the Confidential Information for any purpose, except in the      
course of Employee's work for Company; and                                      

(iv) that any idea in whole or in part conceived of or made by Employee during  
this term of his employment, consulting, or similar relationship with the       
Company which relates directly or indirectly to Company's current or planned    
lines of business and is made through the use of any of the Confidential        
Information of Company or any of Company's equipment, facilities, trade secrets 
or time, or which results from any work performed by Employee for Company,      
shall belong exclusively to Company and shall be deemed a part of the           
Confidential Information for purposes of this Agreement. Employee hereby        
assigns and agrees to assign to Company all rights in and to such Confidential  
Information whether for purposes of obtaining patent or copyright protection or 
otherwise. Employee shall acknowledge and deliver to Company, without charge to 
Company (but at its expense) such written instruments and do such other acts,   
including giving testimony in support of Employee's authorship or inventorship, 
as the case may be, necessary in the opinion of Company to obtain patents or    
copyrights or to otherwise protect or vest in Company the entire right and      
title in and to the Confidential Information.                                   

(b) Non-competition. During the Term, Employee agrees that he shall not enter   
into or engage, directly or indirectly, whether on his own account or as a      
shareholder (other than as a less than 2% shareholder of a publicly-held        
company), partner, joint venturer, employee, consultant, advisor, and/or agent, 
of any person, firm, corporation, or other entity, in any or all of the         
following activities:                                                           

(i) Engaging in Company Business in the United States;                          

(ii) soliciting the past or existing customers, clients, suppliers, or business 
patronage of Company or any of its predecessors, affiliates or subsidiaries, or 
use any Confidential Information (as defined in Section 7(a)) for the purpose   
of, or which results in, competition with Company or any of its affiliates or   
subsidiaries;                                                                   

(iii) soliciting the employment of any employees of Company or any of its       
affiliates or subsidiaries; and                                                 

(iv) promoting or assisting, financially or otherwise, any person, firm,        
association, corporation, or other entity engaged in the Company Business in    
the United States.                                                              

(c) Injunctions. It is agreed that the restrictions contained in this Section 7 
are reasonable, but it is recognized that damages in the event of the breach of 
any of the restrictions will be difficult or impossible to ascertain; and,      
therefore, Employee agrees that, in addition to and without limiting any other  
right or remedy Company may have. Company shall have the right to an injunction 
against Employee issued by a court of competent jurisdiction enjoining any such 
breach without showing or proving any actual damage to Company.                 

(d) Employee also agrees, acknowledges, covenants, represents and warrants as   
follows:                                                                        

(i) That he has read and fully understands the foregoing restrictions and that  
he has consulted with a competent attorney regarding the uses and               
enforceability of restrictive covenants;                                        

(ii) that he is aware that there may be defenses to the enforceability of the   
foregoing restrictive covenants, based on time or territory considerations, and 
that he knowingly, consciously, intentionally and entirely voluntarily,         
irrevocably waives any and all such defenses and will not assert the same in    
any action or other proceeding brought by Company for the purpose of enforcing  
the restrictive covenants or in any other action or proceeding involving him    
and Company;                                                                    

(iii) that he is fully and completely aware that, and further understands that, 
the foregoing restrictive covenants are an essential part of the consideration  
for Company entering into this Agreement and that Company is entering into this 
Agreement in full reliance on these acknowledgements, covenants,                
representations and warranties; and                                             

(iv) that the existence of any claim or cause of action by him against Company, 
if any, whether predicated upon this Agreement or otherwise, shall not          
constitute a defense to the enforcement by Company of the foregoing restrictive 
covenants which shall be litigated separately.                                  

(e) If period of time and/or territory described above are nevertheless held to 
be in any respect an unreasonable restriction (after giving due consideration   
to the provisions of Section 7(d) above), then it is agreed that the court so   
holding may reduce the territory to which the restriction pertains or the       
period of time in which it operates or may reduce both such territory and such  
period, to the minimum extent necessary to render such provision enforceable.   

(f) The obligations described in this Section 7 shall survive any termination   
of the Agreement or any termination of the employment relationship created      
hereunder for the maximum period of time said obligations may be legally        
enforced.                                                                       

(8) Inventions and Creations.                                                   

(a) Employee agrees that all inventions, discoveries, developments,             
improvements, ideas, distinctive marks, symbols or phrases, copyrightable       
creations, works of authorship, mask works and other contributions including    
but not limited to software, advertising, design, artwork, manuals and writings 
(collectively referred to as "Creations"), whether or not protectable by        
statute, which have been, or are in the future conceived, created, made,        
developed or acquired by Employee, wither individually or jointly, while        
employee is retained by Company and relate in any manner to Employee's work for 
Company, the research or business of Company or fields into which the business  
of Company may extend, belong to Company. Employee hereby sells, assigns, and   
transfers to Company exclusively and irrevocably, without further compensation, 
all ownership, title and rights in and to all of the Creations. Employee        
further agrees to promptly and fully disclose the Creations to Company in       
writing, if requested by Company, and to execute and deliver any and all lawful 
applications, assignments and other documents which Company requests for        
protecting the Creations in the United States or any other country. Company     
shall have the full and sole power to prosecute such applications and to take   
all other actions concerning the Creations, and Employee agrees to cooperate    
fully, at the expense of Company, in the preparation and prosecution of all     
such applications and any legal actions and proceedings concerning the          
Creations.                                                                      

(b) Employee agrees and warrants that the Creations will be Employee's original 
work and will not improperly or illegally incorporate any material created by   
or belonging to others.                                                         
(c) Employee agrees to and does hereby sell, assign, convey and transfer to     
Company any and all manuscripts, programs, writings, pictorial materials,       
originals, camera-ready copies, and all drafts and notes of the Creations,      
regardless of the media in which they might exist, and to provide these         
materials to Company promptly whenever requested by Company and upon completion 
of the Agreement, and to execute documents, give testimony and otherwise        
cooperate fully with Company to establish and/or confirm Company's ownership,   
patent, copyright and/or trademark rights concerning the Creations.             

(d) Without diminishing in any way the rights granted to Company above, if a    
Creation is described in a patent, copyright or trademark application, or is    
disclosed to a third party by Employee within two (2) years after Employee's    
employment with Company is terminated, Employee agrees that it is to be         
presumed that the Creation was conceived, created, made, developed or acquired  
by Employee during the period of his employment with Company, unless Employee   
can prove otherwise by clear and convincing evidence.                           

9. Governing Law and Venue. Nevada law shall govern the construction and        
enforcement of this Agreement and the parties agree that any litigation         
pertaining to this Agreement shall be in courts located in Maricopa County,     
Arizona.                                                                        

10. Construction. The language in all parts of this Agreement shall in all      
cases be construed as a whole according to its fair meaning and not strictly    
for nor against any party. The Section headings contained in this Agreement are 
for reference purposes only and will not affect in any way the meaning or       
interpretation of this Agreement. All terms used in one number or gender shall  
be construed to include any other number or gender as the context may require.  
The parties agree that each party has reviewed this Agreement and has had the   
opportunity to have counsel review the same and that any rule of construction   
to the effect that ambiguities are to be resolved against the drafting party    
shall not apply in the interpretation of this Agreement or any amendment or any 
exhibits thereof.                                                               

11. Nondelegability of Employee's Rights and Company Assignment Rights. The     
obligations, rights and benefits of Employee hereunder are personal and may not 
be delegated, assigned or transferred in any manner whatsoever, nor are such    
obligations, rights or benefits subject to involuntary alienation, assignment   
or transfer. Upon reasonable notice to Employee, Company may transfer Employee  
to an affiliate of Company, which affiliate shall assume the obligations of     
Company under this Agreement. This Agreement shall be assigned automatically to 
any entity merging with or acquiring Company or its business.                   

12. Assignment. This Agreement and the respective rights, duties and            
obligations of Employee hereunder may not be assigned or delegated by Employee. 

13. Severability. In the event any term or provision of this Agreement is       
declared by a court of competent jurisdiction to be invalid or unenforceable    
for any reason, this Agreement shall remain in full force and effect, and       
either (a) the invalid or unenforceable provision shall be modified to the      
minimum extent necessary to make it valid and enforceable or (b) if such a      
modification is not possible, this Agreement shall be interpreted as if such    
invalid or unenforceable provision were not a part hereof.                      

14. Attorney's Fees. Except as otherwise provided herein, in the event any      
party hereto institutes an action or other proceeding to enforce any rights     
arising out of this Agreement, the party prevailing in such action or other     
proceeding shall be paid all reasonable costs and attorneys' fees by the        
non-prevailing party, such fees to be set forth by the court and not by a jury  
and to be included in any judgment entered in such proceeding.                  

15. Consideration. It is expressly understood and agreed that this document     
sets forth the entire consideration for this Agreement, and that said           
consideration for this Agreement is contractual and not a mere recital.         

16. Construction. This Agreement is a negotiated agreement and any documents    
delivered pursuant hereto shall be construed without regard to the identity of  
the persons or entities who or which drafted the various provisions thereof.    
Every provision of this Agreement and such other employment-related documents   
shall be construed as though all parties participated equally in the drafting   
thereof. Any legal rule of construction that a document is to be construed      
against the drafting party shall not be applicable and is expressly waived by   
Company and Employee.                                                           

17. Counterparts. This Agreement may be executed in any number of counterparts, 
all such counterparts shall be deemed to constitute one and the same            
instrument, and each of said counterparts shall be deemed an original hereof.   

18. Captions. The captions used in this Agreement are inserted for convenience  
only and shall not affect the meaning or construction of this Agreement.        

19. Notices. All notices required or permitted hereunder shall be in writing    
and shall be deemed duly given upon receipt if either personally delivered,     
sent by certified mail, return receipt requested, or sent by a                  
nationally-recognized overnight courier service, addressed to the parties as    
follows:                                                                        

If to Company: SunnComm, Inc.                                                   
668 N. 44th Street, Suite 220                                                   
Phoenix, Arizona 85008                                                          

Attn: General Counsel                                                           

If to Employee: Peter H. Jacobs                                                 
4850 Gastman Way                                                                
Fair Oaks, California 95628                                                     

or to such other address as any party may provide to the other in accordance    
with this Section.                                                              

20. Entire Agreement. This Agreement constitutes the entire agreement between   
the parties with respect to the subject matter hereof (i.e., Employee's         
employment by Company) and supersedes all prior or contemporaneous              
understandings or agreements in regard thereto; provided, however, that (except 
as otherwise set forth herein) this Agreement shall not affect or supersede any 
rights of Company under any other contracts or other agreements between or      
otherwise involving the parties, any restrictive covenants or any similar       
agreements. No modification or addition to this Agreement shall be valid unless 
in writing, specifically referring to this Agreement and signed by all parties  
hereto. No waiver of any rights under this Agreement shall be valid unless in   
writing and signed by the party to be charged with such waiver. No waiver of    
any term or condition contained in this Agreement shall be deemed or construed  
as a further or continuing waiver of such term or condition contained in this   
Agreement shall be deemed or construed as a further or continuing waiver of     
such term or condition, unless the waiver specifically provides otherwise.      

IN WITNESS WHEREOF, the parties have executed this Agreement on the 1st day of  
June, 2000.                                                                     

SUNNCOMM, INC.,                                                                 
a Nevada corporation                                                            

By: \s\Stephen F. Burg   EMPLOYEE:                                            
Stephen F. Burg, Secretary          By: _____\s\___Peter H. Jacobs____        

Exhibit 10.10 
SUNNCOMM, INC.
INCENTIVE STOCK OPTION AGREEMENT

    THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") made this 28th day
of November, 2000 between SUNNCOMM, INC., a Nevada corporation, having a        
principal place of business at 668 N. 44th Street, Suite 220, Phoenix, AZ 85008 
(the "Corporation"), and Peter H. Jacobs (the "Participant").                   

  R E C I T A L S:

A.   The Corporation desires to grant to the Participant an Option to 
purchase shares of its common capital stock (the "Shares") under and for the    
purposes of the Corporation's Share Option Plan (the "Plan"); and               

B.   The Corporation and the Participant understand and agree that any
terms used herein have the same meanings as in the Plan.                        

  NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree   
as follows:                                                                     

1.   GRANT OF OPTION                                                  

  The Corporation hereby grants to the Participant the right and Option to
purchase all or any part of an aggregate of 2,000,000 Shares on the terms and   
conditions and subject to and with the benefit of all the limitations set forth 
herein and in the Plan, which is incorporated herein by reference.              

2.   PURCHASE PRICE                                                   

The purchase price per share of the Shares shall be $0.20.            

3.   EXERCISE OF OPTION                                               

   After 34 days following the dated hereof, the Option granted hereby shall
be exercisable at any time during the term of the Option.  Notwithstanding the  
above, in the event of the sale of all or substantially all of the assets or    
common stock of the Corporation or the merger or consolidation of the           
Corporation into or with another entity, then any of the Options shall be       
exercisable on the date immediately preceding the consummation of such          
transaction.                                                                    

4.   TERM OF OPTION                                                   

   (a)  Termination of Employment. The Option shall terminate ten (10) years
from the date of this Agreement, but shall be subject to earlier termination as 
provided herein or in the Plan.                                                 

(b)  Death. In the event such Participant's death, his Option shall   
terminate on the date of death, provided that all or a portion of the Option to 
the extent that the right is exercisable by not exercised on the date of death  
may be exercised by Participant's Survivors. Such Option must be exercised by   
the Survivors, if at all, within six (6) months after the date of death of      
Participant or, if earlier, within the originally prescribed term of the        
Option, notwithstanding that the decedent might have been able to exercise the  
Option as to some or all of the shares on a later date if the Participant were  
alive and had continued to be a Participant of the Corporation or of an         
Affiliate.                                                                      

5.   EXERCISE OF OPTION AND ISSUE OF STOCK                            

  The Option may be exercised in whole or in part by giving written notice
to the Corporation. Such written notice shall be signed by the person           
exercising the Option, shall state the number of Shares with respect to which   
the Option is being exercised and shall specify a date (other than a Saturday,  
Sunday or legal holiday) not less than five (5) nor more than ten (10) days     
after the date of such written notice, as the date on which the Shares will be  
taken up and payment made therefore, at the principal office of the Corporation 
during ordinary business hours, or at such other hour and place agreed upon by  
the Corporation and the person or persons exercising the Option and shall       
otherwise comply with the terms and conditions of this Agreement and the Plan.  
On the date specified in such written notice (which date may be extended by the 
Corporation if any law or regulation requires the Corporation to take any       
action with respect to the Option Shares prior to the issuance thereof), the    
Corporation shall accept payment for the Option Shares and shall deliver an     
appropriate certificate or certificates for the Shares as to which the Option   
was exercised to the Participant.                                               

 The Option price of any shares shall be payable at the time of exercise
either:                                                                         

(i)  in cash or by check or certified or bank check;        
        (ii) in whole Shares of the Corporation's common stock, owned by the
person exercising the option for six months or more, with a fair market value   
equal to the option price as agreed by the parties; provided, however, that if  
such shares were acquired pursuant to an incentive stock option plan, as        
defined in Code Section 422 or prior Code Section 422A of the Corporation or an 
Affiliate, including this Plan or a qualified stock option plan as defined in   
Code Section 422, that the applicable holding period requirements of said prior 
Sections 422 and 422A have been met with respect to such Shares; or             
(iii)     any combination of (i) and (ii) above.            

The Corporation shall pay all original issue taxes with respect to the
issue of Shares pursuant hereto and all other fees and expenses necessarily     
incurred by the Corporation in connection therewith. The holder of this Option  
shall have the rights of a shareholder only with respect to those Shares        
covered by the Option that have been registered in the holder's name in the     
share register of the Corporation upon the die exercise of the Option.          

    It is understood that any such shares acquired under this option agreement
will not be sold prior to January 1, 2001.                                      

6.   NON-ASSIGNABILITY                                                

This Option shall not be transferable by the Participant and shall be 
exercisable only by the Participant.                                            

7.   NOTICES                                                          

 All notices, demands, instructions and other communications required or
permitted to be given to or made upon either Party hereto or any other person   
shall be in writing and shall be personally delivered or sent by registered or  
certified mail, postage prepaid, return receipt requested, or by a reputable    
courier delivery service, or by telegram (with messenger delivery), or by       
telecopy (confirmed by mail), and shall be deemed to be given for purposes of   
this Agreement on the day that such writing is delivered or sent to the         
intended recipient thereof in accordance with the provisions of this Section.   
Unless otherwise specified in a notice sent or delivered in accordance with the 
foregoing provisions of this Section, notices, demands, instructions and other  
communications in writing shall be given to or made upon the respective Parties 
hereto at the following address:                                                

To the Corporation:           SunnComm, Inc.                          
668 N. 44th Street  
Suite 220           
  Phoenix, Arizona 85008

With a Copy to:               William O'Neal                                    
Gammage & Burnham   
 Two North Central Ave
Eighteenth Floor    
Phoenix, AZ 85004   

To the Participant:           Peter H. Jacobs                         
4850 Gastman Way    
Fair Oaks, CA 95628 

8.   GOVERNING LAW                                                    

This Agreement shall be construed and enforced in accordance with the 
internal laws (and not the laws of conflict) of the State of Arizona.           

9.   BINDING AGREEMENT                                                

 This Agreement shall (subject to the provisions of Section 6 hereof) be
binding upon the heirs, executors, administrators, successors and assigns of    
the parties hereto.                                                             

IN WITNESS WHEREOF, the Corporation has caused these presents to be   
executed on its behalf and the Participant has hereunto set his hand, all on    
the day and year first above written.                                           

SUNNCOMM, INC.                                                                  

                By: ________________________________
                        Stephen F. Burg  Secretary    Date

PARTICIPANT:                                                                    

                By: ________________________________
                         Peter H. Jacobs              Date
                            Social Security #___________________

Exhibit 10.11 
SUNNCOMM, INC.
INCENTIVE STOCK OPTION AGREEMENT

    THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") made this 28th day
of November, 2000 between SUNNCOMM, INC., a Nevada corporation, having a        
principal place of business at 668 N. 44th Street, Suite 220, Phoenix, AZ 85008 
(the "Corporation"), and John D. Aquilino (the "Participant").                  

  R E C I T A L S:

A.   The Corporation desires to grant to the Participant an Option to 
purchase shares of its common capital stock (the "Shares") under and for the    
purposes of the Corporation's Share Option Plan (the "Plan"); and               

B.   The Corporation and the Participant understand and agree that any
terms used herein have the same meanings as in the Plan.                        

  NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree   
as follows:                                                                     

1.   GRANT OF OPTION                                                  

  The Corporation hereby grants to the Participant the right and Option to
purchase all or any part of an aggregate of 2,000,000 Shares on the terms and   
conditions and subject to and with the benefit of all the limitations set forth 
herein and in the Plan, which is incorporated herein by reference.              

2.   PURCHASE PRICE                                                   

The purchase price per share of the Shares shall be $0.20.            

3.   EXERCISE OF OPTION                                               

   After 34 days following the dated hereof, the Option granted hereby shall
be exercisable at any time during the term of the Option. Notwithstanding the   
above, in the event of the sale of all or substantially all of the assets or    
common stock of the Corporation or the merger or consolidation of the           
Corporation into or with another entity, then any of the Options shall be       
exercisable on the date immediately preceding the consummation of such          
transaction.                                                                    

4.   TERM OF OPTION                                                   

   (a)  Termination of Employment. The Option shall terminate ten (10) years
from the date of this Agreement, but shall be subject to earlier termination as 
provided herein or in the Plan.                                                 

(b)  Death. In the event such Participant's death, his Option shall   
terminate on the date of death, provided that all or a portion of the Option to 
the extent that the right is exercisable by not exercised on the date of death  
may be exercised by Participant's Survivors. Such Option must be exercised by   
the Survivors, if at all, within six (6) months after the date of death of      
Participant or, if earlier, within the originally prescribed term of the        
Option, notwithstanding that the decedent might have been able to exercise the  
Option as to some or all of the shares on a later date if the Participant were  
alive and had continued to be a Participant of the Corporation or of an         
Affiliate.                                                                      

5.   EXERCISE OF OPTION AND ISSUE OF STOCK                            

  The Option may be exercised in whole or in part by giving written notice
to the Corporation. Such written notice shall be signed by the person           
exercising the Option, shall state the number of Shares with respect to which   
the Option is being exercised and shall specify a date (other than a Saturday,  
Sunday or legal holiday) not less than five (5) nor more than ten (10) days     
after the date of such written notice, as the date on which the Shares will be  
taken up and payment made therefore, at the principal office of the Corporation 
during ordinary business hours, or at such other hour and place agreed upon by  
the Corporation and the person or persons exercising the Option and shall       
otherwise comply with the terms and conditions of this Agreement and the Plan.  
On the date specified in such written notice (which date may be extended by the 
Corporation if any law or regulation requires the Corporation to take any       
action with respect to the Option Shares prior to the issuance thereof), the    
Corporation shall accept payment for the Option Shares and shall deliver an     
appropriate certificate or certificates for the Shares as to which the Option   
was exercised to the Participant.                                               

 The Option price of any shares shall be payable at the time of exercise
either:                                                                         

(i)  in cash or by check or certified or bank check;        

        (ii) in whole Shares of the Corporation's common stock, owned by the
person exercising the option for six months or more, with a fair market value   
equal to the option price as agreed by the parties; provided, however, that if  
such shares were acquired pursuant to an incentive stock option plan, as        
defined in Code Section 422 or prior Code Section 422A of the Corporation or an 
Affiliate, including this Plan or a qualified stock option plan as defined in   
Code Section 422, that the applicable holding period requirements of said prior 
Sections 422 and 422A have been met with respect to such Shares; or             

(iii)     any combination of (i) and (ii) above.            

The Corporation shall pay all original issue taxes with respect to the
issue of Shares pursuant hereto and all other fees and expenses necessarily     
incurred by the Corporation in connection therewith. The holder of this Option  
shall have the rights of a shareholder only with respect to those Shares        
covered by the Option that have been registered in the holder's name in the     
share register of the Corporation upon the die exercise of the Option.          

    It is understood that any such shares acquired under this option agreement
will not be sold prior to January 1, 2001.                                      

6.   NON-ASSIGNABILITY                                                

This Option shall not be transferable by the Participant and shall be 
exercisable only by the Participant.                                            

7.   NOTICES                                                          

 All notices, demands, instructions and other communications required or
permitted to be given to or made upon either Party hereto or any other person   
shall be in writing and shall be personally delivered or sent by registered or  
certified mail, postage prepaid, return receipt requested, or by a reputable    
courier delivery service, or by telegram (with messenger delivery), or by       
telecopy (confirmed by mail), and shall be deemed to be given for purposes of   
this Agreement on the day that such writing is delivered or sent to the         
intended recipient thereof in accordance with the provisions of this Section.   
Unless otherwise specified in a notice sent or delivered in accordance with the 
foregoing provisions of this Section, notices, demands, instructions and other  
communications in writing shall be given to or made upon the respective Parties 
hereto at the following address:                                                

To the Corporation:      SunnComm, Inc.                               
668 N. 44th Street  
Suite 220           
  Phoenix, Arizona 85008

With a Copy to:               William O'Neal                                    
Gammage & Burnham   
 Two North Central Ave
Eighteenth Floor    
Phoenix, AZ 85004   

To the Participant:      John D. Aquilino                             
10718 E. Pantera    
Mesa, AZ 85212      

8.   GOVERNING LAW                                                    

This Agreement shall be construed and enforced in accordance with the 
internal laws (and not the laws of conflict) of the State of Arizona.           

9.   BINDING AGREEMENT                                                

 This Agreement shall (subject to the provisions of Section 6 hereof) be
binding upon the heirs, executors, administrators, successors and assigns of    
the parties hereto.                                                             

IN WITNESS WHEREOF, the Corporation has caused these presents to be   
executed on its behalf and the Participant has hereunto set his hand, all on    
the day and year first above written.                                           

SUNNCOMM, INC.                                                                  

                  By: __________________________________
                      Peter H. Jacobs,  President   Date
PARTICIPANT:                                                                    

                  By: __________________________________
                  John D. Aquilino          Date
                      Social Security #_________________

Exhibit 10.12 
SUNNCOMM, INC.
INCENTIVE STOCK OPTION AGREEMENT

    THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement") made this 28th day
of November, 2000 between SUNNCOMM, INC., a Nevada corporation, having a        
principal place of business at 668 N. 44th Street, Suite 220, Phoenix, AZ 85008 
(the "Corporation"), and Stephen F. Burg (the "Participant").                   

  R E C I T A L S:

A.   The Corporation desires to grant to the Participant an Option to 
purchase shares of its common capital stock (the "Shares") under and for the    
purposes of the Corporation's Share Option Plan (the "Plan"); and               

B.   The Corporation and the Participant understand and agree that any
terms used herein have the same meanings as in the Plan.                        

  NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree   
as follows:                                                                     

1.   GRANT OF OPTION                                                  

  The Corporation hereby grants to the Participant the right and Option to
purchase all or any part of an aggregate of 1,500,000 Shares on the terms and   
conditions and subject to and with the benefit of all the limitations set forth 
herein and in the Plan, which is incorporated herein by reference.              

2.   PURCHASE PRICE                                                   

The purchase price per share of the Shares shall be $0.20.            

3.   EXERCISE OF OPTION                                               

   After 34 days following the dated hereof, the Option granted hereby shall
be exercisable at any time during the term of the Option.  Notwithstanding the  
above, in the event of the sale of all or substantially all of the assets or    
common stock of the Corporation or the merger or consolidation of the           
Corporation into or with another entity, then any of the Options shall be       
exercisable on the date immediately preceding the consummation of such          
transaction.                                                                    

4.   TERM OF OPTION                                                   

    (a)  Termination of Employment.  The Option shall terminate ten (10) years
from the date of this Agreement, but shall be subject to earlier termination as 
provided herein or in the Plan.                                                 

(b)  Death.  In the event such Participant's death, his Option shall  
terminate on the date of death, provided that all or a portion of the Option to 
the extent that the right is exercisable by not exercised on the date of death  
may be exercised by Participant's Survivors.  Such Option must be exercised by  
the Survivors, if at all, within six (6) months after the date of death of      
Participant or, if earlier, within the originally prescribed term of the        
Option, notwithstanding that the decedent might have been able to exercise the  
Option as to some or all of the shares on a later date if the Participant were  
alive and had continued to be a Participant of the Corporation or of an         
Affiliate.                                                                      

5.   EXERCISE OF OPTION AND ISSUE OF STOCK                            

  The Option may be exercised in whole or in part by giving written notice
to the Corporation.  Such written notice shall be signed by the person          
exercising the Option, shall state the number of Shares with respect to which   
the Option is being exercised and shall specify a date (other than a Saturday,  
Sunday or legal holiday) not less than five (5) nor more than ten (10) days     
after the date of such written notice, as the date on which the Shares will be  
taken up and payment made therefore, at the principal office of the Corporation 
during ordinary business hours, or at such other hour and place agreed upon by  
the Corporation and the person or persons exercising the Option and shall       
otherwise comply with the terms and conditions of this Agreement and the Plan.  
On the date specified in such written notice (which date may be extended by the 
Corporation if any law or regulation requires the Corporation to take any       
action with respect to the Option Shares prior to the issuance thereof), the    
Corporation shall accept payment for the Option Shares and shall deliver an     
appropriate certificate or certificates for the Shares as to which the Option   
was exercised to the Participant.                                               

 The Option price of any shares shall be payable at the time of exercise
either:                                                                         

(i)  in cash or by check or certified or bank check;        

        (ii) in whole Shares of the Corporation's common stock, owned by the
person exercising the option for six months or more, with a fair market value   
equal to the option price as agreed by the parties; provided, however, that if  
such shares were acquired pursuant to an incentive stock option plan, as        
defined in Code Section 422 or prior Code Section 422A of the Corporation or an 
Affiliate, including this Plan or a qualified stock option plan as defined in   
Code Section 422, that the applicable holding period requirements of said prior 
Sections 422 and 422A have been met with respect to such Shares; or             

(iii)     any combination of (i) and (ii) above.            

The Corporation shall pay all original issue taxes with respect to the
issue of Shares pursuant hereto and all other fees and expenses necessarily     
incurred by the Corporation in connection therewith.  The holder of this Option 
shall have the rights of a shareholder only with respect to those Shares        
covered by the Option that have been registered in the holder's name in the     
share register of the Corporation upon the die exercise of the Option.          

    It is understood that any such shares acquired under this option agreement
will not be sold prior to January 1, 2001.                                      

6.   NON-ASSIGNABILITY                                                

This Option shall not be transferable by the Participant and shall be 
exercisable only by the Participant.                                            

7.   NOTICES                                                          

 All notices, demands, instructions and other communications required or
permitted to be given to or made upon either Party hereto or any other person   
shall be in writing and shall be personally delivered or sent by registered or  
certified mail, postage prepaid, return receipt requested, or by a reputable    
courier delivery service, or by telegram (with messenger delivery), or by       
telecopy (confirmed by mail), and shall be deemed to be given for purposes of   
this Agreement on the day that such writing is delivered or sent to the         
intended recipient thereof in accordance with the provisions of this Section.   
Unless otherwise specified in a notice sent or delivered in accordance with the 
foregoing provisions of this Section, notices, demands, instructions and other  
communications in writing shall be given to or made upon the respective Parties 
hereto at the following address:                                                

To the Corporation:      SunnComm, Inc.                               
668 N. 44th Street  
Suite 220           
  Phoenix, Arizona 85008

With a Copy to:               William O'Neal                                    
Gammage & Burnham   
 Two North Central Ave
Eighteenth Floor    
Phoenix, AZ 85004   

To the Participant:      Stephen F. Burg                              
  3257 Winged Foot Drive
Fairfield, CA 94533 

8.   GOVERNING LAW                                                    

This Agreement shall be construed and enforced in accordance with the 
internal laws (and not the laws of conflict) of the State of Arizona.           

9.   BINDING AGREEMENT                                                

 This Agreement shall (subject to the provisions of Section 6 hereof) be
binding upon the heirs, executors, administrators, successors and assigns of    
the parties hereto.                                                             

IN WITNESS WHEREOF, the Corporation has caused these presents to be   
executed on its behalf and the Participant has hereunto set his hand, all on    
the day and year first above written.                                           

SUNNCOMM, INC.                                                                  

                   By: ___________________________________
                       Peter H. Jacobs,  President    Date

PARTICIPANT:                                                                    

                   By: ___________________________________
                       Stephen F. Burg                Date
                       Social Security #__________________

 Exhibit 10.13

Employment Agreement between John Aquilino and the Company                      

EMPLOYMENT AGREEMENT                                                            

THIS AGREEMENT (this "Agreement") is by and between SUNNCOMM, INC., a Nevada    
corporation ("Company"), and JOHN AQUILINO, an individual ("Employee").         

RECITALS:                                                                       

A. Company is engaged, among other things, in the business of developing,       
licensing, and dispersing multi media content ("Company Business"). Employee    
has substantial experience and expertise in the area of executive management.   

B. Company desires to retain the services of Employee as an executive, to act   
as its President of its technology and entertainment division, and Employee     
desires and is willing to continue employment with the Company in that          
capacity.                                                                       

C. Company and Employee desire to embody the terms and conditions of Employee's 
employment in a written agreement, which will supersede all prior agreements of 
employment, whether written or oral, pursuant to the terms and conditions       
hereinafter set forth.                                                          

D. The Board of Directors of Company (the "Board"), has determined that it is   
in the best interests of Company and its shareholders to assure that Company    
will have the continued dedication of Employee. Therefore, in order to          
accomplish these objectives, the Board has caused Company to enter into this    
Agreement.                                                                      

AGREEMENT                                                                       

In consideration of the recitals and mutual agreements hereinafter set for the, 
the parties agree as follows:                                                   

1. Employment. Company agrees to continue to employ Employee on a full-time     
basis, in accordance with the terms and conditions set forth herein, and        
Employee agrees to accept such continued full-time employment in accordance     
with said terms and conditions. Employee shall have such duties and             
responsibilities as shall be allocated to him from time to time by the          
President in his capacity as the President of it's technology and entertainment 
division. Employee's title and duties may be changed from time to time in the   
discretion of Company's President so long as he is maintained in an executive   
capacity with duties, responsibilities and privileges commensurate with his     
current level of employment. Employee agrees to devote his full time, skill,    
knowledge and attention to the business of Company and the performance of his   
duties under this Agreement. Employee shall report directly to the President.   

2. Term. The initial term (the "Term") of employment under this Agreement shall 
commence on June 1, 2000 (the "Effective Date") and shall continue for a period 
of two (2) years, unless earlier terminated as set forth in Section 6 below.    
Thereafter, this Agreement shall automatically renew for an additional two-year 
period (the "Renewal Term") unless either party gives the other written notice  
of non-renewal at least 30 days prior to the expiration of the Term or Renewal  
Term.                                                                           

3. Compensation.                                                                

(a) Base Salary. Company agrees to pay Employee an initial annual base salary   
of $75,000, before deducting all applicable withholdings which shall be payable 
in accordance with Company's standard executive payroll policies as they may be 
revised from time to time. Employee's annual base salary shall thereafter be    
subject to annual adjustment in accordance with Company's standard executive    
compensation policies, but in no event shall Employee's annual base salary be   
less than $75,000 per year during the Term or Renewal Term.                     

(b) Incentive Bonus. After commencing his duties as President of the technology 
and entertainment division, Company's Executive Committee shall design and      
present to the Board for review, adjustment and adoption, an incentive          
compensation program for key employees. Employee shall be designated as a key   
employee and shall be entitled to participate in such program, and if financial 
targets established pursuant to the program are met, will be eligible to earn   
in any year an additional maximum amount of compensation in the form of stock,  
stock options and/or cash as determined by Company's Executive Committee.       

c) Stock Options. Upon the execution of the Agreement, Employee shall be        
entitled to participate in any qualified or non-qualified stock option plan     
available to all employees                                                      

(d) Deductions. Company shall deduct from the payments make to Employee         
hereunder any federal, state or local withholding or other taxes or charges     
which Company is required to deduct under applicable law, and all amounts       
payable to Employee under this Agreement are stated before any such deductions. 
Company shall have the right to rely upon written opinion of counsel if any     
questions arise as to any deductions.                                           

4. Benefits.                                                                    

(a) Insurance. In addition to the compensation described above, while Employee  
is employed hereunder, Company shall pay for and provide Employee with the same 
amount and type of health, medical and life insurance as is provided from time  
to time to executive officers of Company during the Term and Renewal Term, if   
applicable.                                                                     

(b) Travel Expenses. All business related travel expenses shall be paid for or  
reimbursed by Company to Employee on a timely basis.                            

(c) Expense Reimbursement. In addition to the compensation and benefits         
provided above, Company shall, upon prior approval of the Executive Committee   
and receipt of appropriate documentation, reimburse Employee each month for his 
reasonable travel, lodging and other ordinary and necessary business expenses   
consistent with Company's policies as in effect from time to time.              

(d) Retirement Plan. In addition to the compensation and benefits provided      
above, Company shall pay for and provide Employee a retirement or pension plan  
as is provided from time to time to executive officers of Company during the    
Term and Renewal Term, if applicable.                                           

5. Vacation. Employee shall be entitled to vacation with pay in accordance with 
Company's vacation policy as in effect from time to time. In addition, Employee 
shall be entitled to such holidays as Company may approve for its executive     
personnel.                                                                      

6. Termination. The Board may terminate Employee's employment by Company prior  
to the expiration of the Term or Renewal Term in the manner provided in either  
Section 6(a) or Section 6(b). Additionally, if notice of non-renewal is given   
pursuant to Section 2, the term of employment shall expire at the end of the    
Term and Employee shall be entitled to compensation as provided in Section      
6(e).                                                                           

(a) For Cause. Company may terminate this Agreement for cause upon written      
notice to the Employee stating the facts constituting such cause, provided that 
Employee shall have 10 days following such notice to cure any conduct or act,   
if curable, alleged to provide grounds for termination for cause hereunder. In  
the event of termination for cause, any unexercised stock options granted       
pursuant to Section 3(c) shall automatically expire, and Company shall be       
obligated to pay Employee only the salary due to him through the date of        
termination pursuant to Section 3(a). Cause shall include material neglect of   
duties, willful failure to abide by ethical and good faith instructions or      
policies from or set by the Board, commission of a felony or serious            
misdemeanor offense or pleading guilty or no contest to same, the commission by 
Employee of an act of dishonesty or moral turpitude involving Company,          
Employee's breach of this Agreement, breach by Employee of any other material   
obligation to Company, or upon the bankruptcy, receivership, dissolution or     
cessation of business of Company.                                               

(c) Disability. If during the Term, or Renewal Term, if applicable, Employee    
fails to perform his duties hereunder because of physical or mental illness or  
other incapacity for a period of two consecutive months, or for 45 days during  
any 120-day period, Company shall have the right to terminate this Agreement    
without further obligation hereunder except for any bonus amount payable in     
accordance with this Section 6(c) and any amounts payable pursuant to           
disability plans generally applicable to executive employees. Company shall     
provide Employee with notice of commencement of the disability period, which    
period cannot commence more than seven (7) days prior to the date of the        
notice. If there is any dispute as to whether Employee is or was physically or  
mentally disabled under this Agreement, or whether his disability has ceased    
and he is able to resume his duties, such question shall be submitted to a      
licensed physician agreed upon by the parties. Employee shall submit to such    
examinations and provide information as such physician may request, and the     
determination of such physician as to Employee's physical or mental condition   
shall be binding and conclusive on the parties. Company agrees to pay the cost  
of any such physician's services, tests and examinations.                       

(c) Death. If Employee dies during the Term, or Renewal Term, if applicable,    
this Agreement shall terminate immediately, and the Employee's legal            
representatives shall be entitled to receive the base salary due the Employee   
through the last day of the calendar month in which his death shall have        
occurred and any other death benefits generally applicable to executive         
employees.                                                                      

(d) Non-Renewal. If Employee's term of employment is not renewed by Company as  
contemplated by Section 2 at the end of the Term, Company shall, (i) pay to     
Employee the base salary due to him through the end of the Term, less           
applicable withholdings                                                         

5. Non-competition: Confidential Information.                                   

(a) Confidential Information. Employee acknowledges that Employee may receive,  
or contribute to the production of, Confidential Information. For purposes of   
the Agreement, Employee agrees that "Confidential Information" shall mean       
information of material proprietary to Company of designated as Confidential    
Information by Company and not generally known by non-Company personnel, which  
Employee develops or of or to which Employee may obtain knowledge or access     
through or as a result of Employee's relationship with Company (including       
information conceived, originated, discovered or developed in whole or in part  
by Employee). Confidential Information includes, but is not limited to, the     
following types of information and other information of a similar nature        
(whether or not reduced to writing) related to Company's business: discoveries, 
inventions, ideas, concepts, research, development, processes, procedures,      
"know-how", formulae, marketing techniques and materials, marketing and         
development plans, business plans, customer names and other information related 
to customers, price lists, pricing policies, financial information, employee    
compensation, and computer programs and systems. Confidential Information also  
includes any information described above which Company obtains from another     
party and which Company treats as proprietary or designates as Confidential     
Information, whether or not owned by or developed by Company. Employee          
acknowledges that the Confidential Information derives independent economic     
value, actual or potential, from not being generally know to, and not being     
readily ascertainable by proper means by, other persons who can obtain economic 
value from its disclosure or use. Information publicly known without breach of  
this Agreement that is generally employed by the trade at or after the time     
Employee first learns of such information, or generic information or knowledge  
which Employee would have learned in the course of similar employment or work   
elsewhere in the trade, shall not be deemed part of the Confidential            
Information. Employee further agrees:                                           

(i) To furnish Company on demand, at any time during or after employment, a     
complete list of the names and addresses of all present, former and potential   
customers and other contacts gained while an employee of Company in Employee's  
possession, whether or not in the possession or within the knowledge of         
Company;                                                                        

(ii) that all notes, memoranda, documentation records in any way incorporating  
or reflecting any Confidential Information shall belong exclusively to Company, 
and Employee agrees to turn over all copies of such materials in Employee's     
control to Company upon request or upon termination of Employee's employment    
with Company.                                                                   

(iii) that while employed by Company and thereafter Employee will hold in       
confidence and not directly or indirectly reveal, report, publish, disclose or  
transfer any of the Confidential Information to any person or entity, or        
utilize any of the Confidential Information for any purpose, except in the      
course of Employee's work for Company; and                                      

(iv) that any idea in whole or in part conceived of or made by Employee during  
this term of his employment, consulting, or similar relationship with the       
Company which relates directly or indirectly to Company's current or planned    
lines of business and is made through the use of any of the Confidential        
Information of Company or any of Company's equipment, facilities, trade secrets 
or time, or which results from any work performed by Employee for Company,      
shall belong exclusively to Company and shall be deemed a part of the           
Confidential Information for purposes of this Agreement. Employee hereby        
assigns and agrees to assign to Company all rights in and to such Confidential  
Information whether for purposes of obtaining patent or copyright protection or 
otherwise. Employee shall acknowledge and deliver to Company, without charge to 
Company (but at its expense) such written instruments and do such other acts,   
including giving testimony in support of Employee's authorship or inventorship, 
as the case may be, necessary in the opinion of Company to obtain patents or    
copyrights or to otherwise protect or vest in Company the entire right and      
title in and to the Confidential Information.                                   

(b) Non-competition. During the Term, Employee agrees that he shall not enter   
into or engage, directly or indirectly, whether on his own account or as a      
shareholder (other than as a less than 2% shareholder of a publicly-held        
company), partner, joint venture, employee, consultant, advisor, and/or agent,  
of any person, firm, corporation, or other entity, in any or all of the         
following activities:                                                           

(i) Engaging in Company Business in the United States;                          

(ii) soliciting the past or existing customers, clients, suppliers, or business 
patronage of Company or any of its predecessors, affiliates or subsidiaries, or 
use any Confidential Information (as defined in Section 5(a)) for the purpose   
of, or which results in, competition with Company or any of its affiliates or   
subsidiaries;                                                                   

(iii) soliciting the employment of any employees of Company or any of its       
affiliates or subsidiaries; and                                                 

(iv) promoting or assisting, financially or otherwise, any person, firm,        
association, corporation, or other entity engaged in the Company Business in    
the United States.                                                              

(c) Injunctions. It is agreed that the restrictions contained in this Section 5 
are reasonable, but it is recognized that damages in the event of the breach of 
any of the restrictions will be difficult or impossible to ascertain; and,      
therefore, Employee agrees that, in addition to and without limiting any other  
right or remedy Company may have. Company shall have the right to an injunction 
against Employee issued by a court of competent jurisdiction enjoining any such 
breach without showing or proving any actual damage to Company.                 

(d) Employee also agrees, acknowledges, covenants, represents and warrants as   
follows:                                                                        

(i) That he has read and fully understands the foregoing restrictions and that  
he has consulted with a competent attorney regarding the uses and               
enforceability of restrictive covenants;                                        

(ii) that he is aware that there may be defenses to the enforceability of the   
foregoing restrictive covenants, based on time or territory considerations, and 
that he knowingly, consciously, intentionally and entirely voluntarily,         
irrevocably waives any and all such defenses and will not assert the same in    
any action or other proceeding brought by Company for the purpose of enforcing  
the restrictive covenants or in any other action or proceeding involving him    
and Company;                                                                    

(iii) that he is fully and completely aware that, and further understands that, 
the foregoing restrictive covenants are an essential part of the consideration  
for Company entering into this Agreement and that Company is entering into this 
Agreement in full reliance on these acknowledgments, covenants, representations 
and warranties; and                                                             

(iv) that the existence of any claim or cause of action by him against Company, 
if any, whether predicated upon this Agreement or otherwise, shall not          
constitute a defense to the enforcement by Company of the foregoing restrictive 
covenants which shall be litigated separately.                                  

(e) If period of time and/or territory described above are nevertheless held to 
be in any respect an unreasonable restriction (after giving due consideration   
to the provisions of Section 5(d) above), then it is agreed that the court so   
holding may reduce the territory to which the restriction pertains or the       
period of time in which it operates or may reduce both such territory and such  
period, to the minimum extent necessary to render such provision enforceable.   

(f) The obligations described in this Section 5 shall survive any termination   
of the Agreement or any termination of the employment relationship created      
hereunder for the maximum period of time said obligations may be legally        
enforced.                                                                       

(6) Inventions and Creations.                                                   

(a) Employee agrees that all inventions, discoveries, developments,             
improvements, ideas, distinctive marks, symbols or phrases, copyrightable       
creations, works of authorship, mask works and other contributions including    
but not limited to software, advertising, design, artwork, manuals and writings 
(collectively referred to as "Creations"), whether or not protectable by        
statute, which have their start or origin on or after the date of this          
agreement, or are in the future conceived, created, made, developed or acquired 
by Employee, wither individually or jointly, while employee is retained by      
Company and relate in any manner to Employee's work for Company, the research   
or business of Company or fields into which the business of Company may extend, 
belong to Company. Employee hereby sells, assigns, and transfers to Company     
exclusively and irrevocably, without further compensation, all ownership, title 
and rights in and to all of the Creations. Employee further agrees to promptly  
and fully disclose the Creations to Company in writing, if requested by         
Company, and to execute and deliver any and all lawful applications,            
assignments and other documents which Company requests for protecting the       
Creations in the United States or any other country. Company shall have the     
full and sole power to prosecute such applications and to take all other        
actions concerning the Creations, and Employee agrees to cooperate fully, at    
the expense of Company, in the preparation and prosecution of all such          
applications and any legal actions and proceedings concerning the Creations.    

(b) Employee agrees and warrants that the Creations will be Employee's original 
work and will not improperly or illegally incorporate any material created by   
or belonging to others.                                                         

(c) Employee agrees to and does hereby sell, assign, convey and transfer to     
Company any and all manuscripts, programs, writings, pictorial materials,       
originals, camera-ready copies, and all drafts and notes of the Creations,      
regardless of the media in which they might exist, and to provide these         
materials to Company promptly whenever requested by Company and upon completion 
of the Agreement, and to execute documents, give testimony and otherwise        
cooperate fully with Company to establish and/or confirm Company's ownership,   
patent, copyright and/or trademark rights concerning the Creations.             

(d) Without diminishing in any way the rights granted to Company above, if a    
Creation is described in a patent, copyright or trademark application, or is    
disclosed to a third party by Employee within two (2) years after Employee's    
employment with Company is terminated, Employee agrees that it is to be         
presumed that the Creation was conceived, created, made, developed or acquired  
by Employee during the period of his employment with Company, unless Employee   
can prove otherwise by clear and convincing evidence.                           
7. Governing Law and Venue. Nevada law shall govern the construction and        
enforcement of this Agreement and the parties agree that any litigation         
pertaining to this Agreement shall be in courts located in Maricopa County,     
Arizona.                                                                        

8. Construction. The language in all parts of this Agreement shall in all cases 
be construed as a whole according to its fair meaning and not strictly for nor  
against any party. The Section headings contained in this Agreement are for     
reference purposes only and will not affect in any way the meaning or           
interpretation of this Agreement. All terms used in one number or gender shall  
be construed to include any other number or gender as the context may require.  
The parties agree that each party has reviewed this Agreement and has had the   
opportunity to have counsel review the same and that any rule of construction   
to the effect that ambiguities are to be resolved against the drafting party    
shall not apply in the interpretation of this Agreement or any amendment or any 
exhibits thereof.                                                               

9. Nondelegability of Employee's Rights and Company Assignment Rights. The      
obligations, rights and benefits of Employee hereunder are personal and may not 
be delegated, assigned or transferred in any manner whatsoever, nor are such    
obligations, rights or benefits subject to involuntary alienation, assignment   
or transfer. Upon reasonable notice to Employee, Company may transfer Employee  
to an affiliate of Company, which affiliate shall assume the obligations of     
Company under this Agreement. This Agreement shall be assigned automatically to 
any entity merging with or acquiring Company or its business.                   

10. Assignment. This Agreement and the respective rights, duties and            
obligations of Employee hereunder may not be assigned or delegated by Employee. 

11. Severability. In the event any term or provision of this Agreement is       
declared by a court of competent jurisdiction to be invalid or unenforceable    
for any reason, this Agreement shall remain in full force and effect, and       
either (a) the invalid or unenforceable provision shall be modified to the      
minimum extent necessary to make it valid and enforceable or (b) if such a      
modification is not possible, this Agreement shall be interpreted as if such    
invalid or unenforceable provision were not a part hereof.                      

12. Attorney's Fees. Except as otherwise provided herein, in the event any      
party hereto institutes an action or other proceeding to enforce any rights     
arising out of this Agreement, the party prevailing in such action or other     
proceeding shall be paid all reasonable costs and attorneys' fees by the        
non-prevailing party, such fees to be set forth by the court and not by a jury  
and to be included in any judgment entered in such proceeding.                  

13. Consideration. It is expressly understood and agreed that this document     
sets forth the entire consideration for this Agreement, and that said           
consideration for this Agreement is contractual and not a mere recital.         
14. Construction. This Agreement is a negotiated agreement and any documents    
delivered pursuant hereto shall be construed without regard to the identity of  
the persons or entities who or which drafted the various provisions thereof.    
Every provision of this Agreement and such other employment-related documents   
shall be construed as though all parties participated equally in the drafting   
thereof. Any legal rule of construction that a document is to be construed      
against the drafting party shall not be applicable and is expressly waived by   
Company and Employee.                                                           

15. Counterparts. This Agreement may be executed in any number of counterparts, 
all such counterparts shall be deemed to constitute one and the same            
instrument, and each of said counterparts shall be deemed an original hereof.   

16. Captions. The captions used in this Agreement are inserted for convenience  
only and shall not affect the meaning or construction of this Agreement.        

17. Notices. All notices required or permitted hereunder shall be in writing    
and shall be deemed duly given upon receipt if either personally delivered,     
sent by certified mail, return receipt requested, or sent by a                  
nationally-recognized overnight courier service, addressed to the parties as    
follows:                                                                        

If to Company: SunnComm, Inc.                                                   
668 N. 44th Street, Suite 220                                                   
Phoenix, Arizona 85008                                                          

Attn: General Counsel                                                           

If to Employee: John Aquilino                                                   
10718 E. Pantera Ave.                                                           
Mesa, AZ 85212                                                                  

or to such other address as any party may provide to the other in accordance    
with this Section.                                                              

18. Entire Agreement. This Agreement constitutes the entire agreement between   
the parties with respect to the subject matter hereof (i.e., Employee's         
employment by Company) and supersedes all prior or contemporaneous              
understandings or agreements in regard thereto; provided, however, that (except 
as otherwise set forth herein) this Agreement shall not affect or supersede any 
rights of Company under any other contracts or other agreements between or      
otherwise involving the parties, any restrictive covenants or any similar       
agreements. No modification or addition to this Agreement shall be valid unless 
in writing, specifically referring to this Agreement and signed by all parties  
hereto. No waiver of any rights under this Agreement shall be valid unless in   
writing and signed by the party to be charged with such waiver. No waiver of    
any term or condition contained in this Agreement shall be deemed or construed  
as a further or continuing waiver of such term or condition contained in this   
Agreement shall be deemed or construed as a further or continuing waiver of     
such term or condition, unless the waiver specifically provides otherwise.      

IN WITNESS WHEREOF, the parties have executed this Agreement on the 1st day of  
June, 2000.                                                                     

SUNNCOMM, INC.,                                                                 
a Nevada corporation                                                            

By: _____\s\____Peter H. Jacobs_____ EMPLOYEE:                                
President. Peter H. Jacobs,          By: ____\s\___John Aquilino______        
John Aquilino                                     

Exhibit 10.14 
EMPLOYMENT AGREEMENT

THIS AGREEMENT (the "Agreement") made this 26 th day of January, 2001 is by and 
between SUNNCOMM, INC., A Nevada corporation ("Company"), and WILLIAM HOWARD    
WHITMORE, Jr. an individual ("Employee").                                       

RECITALS:                                                                       

A.   Company is engaged, among other things, in the business of       
developing, licensing, and dispersing multi media content ("Company Business"). 
Employee has substantial experience and expertise in the area of executive      
management.                                                                     

  B.   Company desires to retain the services of Employee as an executive,
to act as its Vice President of Marketing and Communications, and Employee      
desires and is willing to continue employment with the Company in that          
capacity.                                                                       

C.   Company and Employee desire to embody the terms and conditions of
Employee's employment in a written agreement, which will supersede all prior    
agreements of employment, whether written or oral, pursuant to the terms and    
conditions hereinafter set forth.                                               

   D.   The Board of Directors of Company (the "Board"), has determined that
it is in the best interests of Company and its shareholders to assure that      
Company will have the continued dedication of Employee. Therefore, in order to  
accomplish these objectives, the Board has caused Company to enter into this    
Agreement.                                                                      

AGREEMENT                                                                       

In consideration of the recitals and mutual agreements hereinafter set
forth, the parties agree as follows:                                            

1.   Employment. Company agrees to continue to employ Employee on a   
full-time basis, in accordance with the terms and conditions set forth herein,  
and Employee agrees to accept such continued full-time employment in accordance 
with said terms and conditions. Employee shall have such duties and             
responsibilities as shall be allocated to him from time to time by the Board in 
his capacity as the Vice President of Marketing and Communications. Employee's  
title and duties may be changed from time to time in the discretion of          
Company's Board so long as he is maintained in an executive capacity with       
duties, responsibilities and privileges commensurate with his current level of  
employment. Employee agrees to devote his full time, skill, knowledge and       
attention to the business of Company and the performance of his duties under    
this Agreement. Employee shall report directly to the Board.                    

2.   Term. The initial term (the "Term") of employment under this     
Agreement shall commence January 26, 2001 (the "Effective Date") and shall      
continue for a period of two (2) years, unless earlier terminated as set forth  
in Section 6 below. Thereafter, this Agreement shall automatically renew for an 
additional two-year period (the "Renewal Term") unless either party gives the   
other written notice of non-renewal at least 30 days prior to the expiration of 
the Term or Renewal Term.                                                       

3.   Compensation.                                                    

(a)  Base Salary. Company agrees to pay Employee an initial annual base salary  
of $78,000, before deducting all applicable withholdings which shall be payable 
in accordance with Company's standard executive payroll policies as they may be 
revised from time to time. Employee's annual base salary shall thereafter be    
subject to annual adjustment in accordance with Company's standard executive    
compensation policies, but in no event shall Employee's annual base salary be   
less than $78,000 per year during the Term or Renewal Term. Performance         
evaluation scheduled at 6 months from (the "Effective Date") for salary         
increase with additional evaluations scheduled per company standards.           

(b)  Incentive Bonus. After commencing his duties as Vice President of          
Marketing and Communications, Company's Executive Committee shall design and    
present to the Board for review, adjustment and adoption, an incentive          
compensation program for key employees. Employee shall be designated as a key   
employee and shall be entitled to participate in such program, and if financial 
targets established pursuant to the program are met, will be eligible to earn   
in any year an additional maximum amount of compensation in the form of stock,  
stock options and/or cash as determined by Company's Executive Committee.       

c)    Stock Options. Upon the execution of the Agreement, Employee       shall  
be entitled to participate in any qualified or non-qualified stock option plan  
available to all employees                                                      

(d)  Deductions. Company shall deduct from the payments make to Employee        
hereunder any federal, state or local withholding or other taxes or charges     
which Company is required to deduct under applicable law, and all amounts       
payable to Employee under this Agreement are stated before any such deductions. 
Company shall have the right to rely upon written opinion of counsel if any     
questions arise as to any deductions.                                           
4.   Benefits.                                                                  

(a)  Insurance. In addition to the compensation described above, while Employee 
is employed hereunder, Company shall pay for and provide Employee and his       
dependents with the standard company health insurance package. Insurance        
benefits will be active on (the "Effective Date") of employment agreement.      

(b) Travel Expenses.. All business related travel expenses shall be paid for or 
reimbursed by Company to Employee on a timely basis.                            

(c ) Employee shall receive a monthly automobile expense allowance of           
$500.00                                                                 

(c) Death. If Employee dies during the Term, or Renewal Term, if applicable,    
this Agreement shall terminate immediately, and the Employee's legal            
representatives shall be entitled to receive the base salary due the Employee   
through the last day of the calendar month in which his death shall have        
occurred and any other death benefits generally applicable to executive         
employees.                                                                      

(d) (Non-Renewal. If Employee's term of employment is not renewed by Company as 
contemplated by Section 2 at the end of the Term, Company shall, (i) pay to     
Employee the base salary due to him through the end of the Term, less           
applicable withholdings                                                         

(e) Severance Package.  Employee shall receive a severance package including    
salary and benefits equal to a three month period immediately following         
severance for any reason other than "cause". Any "Stock Options" partially      
vested will become 100 % fully vested through the current vesting period at     
time of severance.                                                              

(f) Signing Bonus: Peter H Jacobs shall deliver to William H. Whitmore Jr. on   
or before March 30, 2001 company common stock in the amount of 25,000 shares    
without restriction or legend.                                                  

(g) Vacation Pay: Employee shall be entitled to paid vacation for (3) three     
weeks per year for the first two year employment term. Employer reserves the    
right to determine or approve the vacation time in order to ensure efficient    
and orderly business operations. Any vacation time not used during the year may 
be used in subsequent years.                                                    

5.   Non-competition: Confidential Information.                       

(a)  Confidential Information. Employee acknowledges that Employee may receive, 
or contribute to the production of, Confidential Information. For purposes of   
the Agreement, Employee agrees that "Confidential Information" shall mean       
information of material proprietary to Company of designated as Confidential    
Information by Company and not generally known by non-Company personnel, which  
Employee develops or of or to which Employee may obtain knowledge or access     
through or as a result of Employee's relationship with Company (including       
information conceived, originated, discovered or developed in whole or in part  
by Employee). Confidential Information includes, but is not limited to, the     
following types of information and other information of a similar nature        
(whether or not reduced to writing) related to Company's business: discoveries, 
inventions, ideas, concepts, research, development, processes, procedures,      
"know-how", formulae, marketing techniques and materials, marketing and         
development plans, business plans, customer names and other information related 
to customers, price lists, pricing policies, financial information, employee    
compensation, and computer programs and systems. Confidential Information also  
includes any information described above which Company obtains from another     
party and which Company treats as proprietary or designates as Confidential     
Information, whether or not owned by or developed by Company. Employee          
acknowledges that the Confidential Information derives independent economic     
value, actual or potential, from not being generally know to, and not being     
readily ascertainable by proper means by, other persons who can obtain economic 
value from its disclosure or use. Information publicly known without breach of  
this Agreement that is generally employed by the trade at or after the time     
Employee first learns of such information, or generic information or knowledge  
which Employee would have learned in the course of similar employment or work   
elsewhere in the trade, shall not be deemed part of the Confidential            
Information. Employee further agrees:                                           

(i)  To furnish Company on demand, at any time during or after employment, a    
complete list of the names and addresses of all present, former and potential   
customers and other contacts gained while an employee of Company in Employee's  
possession, whether or not in the possession or within the knowledge of         
Company;                                                                        

(ii) that all notes, memoranda, documentation records in any way incorporating  
or reflecting any Confidential Information shall belong exclusively to Company, 
and Employee agrees to turn over all copies of such materials in Employee's     
control to Company upon request or upon termination of Employee's employment    
with Company.                                                                   

(iii)     that while employed by Company and thereafter Employee will hold in   
confidence and not directly or indirectly reveal, report, publish, disclose or  
transfer any of the Confidential Information to any person or entity, or        
utilize any of the Confidential Information for any purpose, except in the      
course of Employee's work for Company; and                                      

(iv) that any idea in whole or in part conceived of or made by Employee during  
this term of his employment, consulting, or similar relationship with the       
Company which relates directly or indirectly to Company's current or planned    
lines of business and is made through the use of any of the Confidential        
Information of Company or any of Company's equipment, facilities, trade secrets 
or time, or which results from any work performed by Employee for Company,      
shall belong exclusively to Company and shall be deemed a part of the           
Confidential Information for purposes of this Agreement. Employee hereby        
assigns and agrees to assign to Company all rights in and to such Confidential  
Information whether for purposes of obtaining patent or copyright protection or 
otherwise. Employee shall acknowledge and deliver to Company, without charge to 
Company (but at its expense) such written instruments and do such other acts,   
including giving testimony in support of Employee's authorship or inventorship, 
as the case may be, necessary in the opinion of Company to obtain patents or    
copyrights or to otherwise protect or vest in Company the entire right and      
title in and to the Confidential Information.                                   

(b)  Non-competition. During the Term, Employee agrees that he shall not enter  
into or engage, directly or indirectly, whether on his own account or as a      
shareholder (other than as a less than 2% shareholder of a publicly-held        
company), partner, joint venture, employee, consultant, advisor, and/or agent,  
of any person, firm, corporation, or other entity, in any or all of the         
following activities: Exception letter drafted prior to employment to identify  
exceptions due to pre-existing equity positions.                                

(i) Engaging in Company Business in the United States;                          

(ii) soliciting the past or existing customers, clients, suppliers, or business 
patronage of Company or any of its predecessors, affiliates or subsidiaries, or 
use any Confidential Information (as defined in Section 5(a)) for the purpose   
of, or which results in, competition with Company or any of its affiliates or   
subsidiaries;                                                                   

(iii) soliciting the employment of any employees of Company or any of its       
affiliates or subsidiaries; and                                                 

(iv) promoting or assisting, financially or otherwise, any person, firm,        
association, corporation, or other entity engaged in the Company Business in    
the United States.                                                              

(c)  Injunctions. It is agreed that the restrictions contained in this Section  
5 are reasonable, but it is recognized that damages in the event of the breach  
of any of the restrictions will be difficult or impossible to ascertain; and,   
therefore, Employee agrees that, in addition to and without limiting any other  
right or remedy Company may have. Company shall have the right to an injunction 
against Employee issued by a court of competent jurisdiction enjoining any such 
breach without showing or proving any actual damage to Company.                 

(d)  Employee also agrees, acknowledges, covenants, represents and warrants as  
follows:                                                                        

(i)  That he has read and fully understands the foregoing restrictions and that 
he has consulted with a competent attorney regarding the uses and               
enforceability of restrictive covenants;                                        

(ii) that he is aware that there may be defenses to the enforceability of the   
foregoing restrictive covenants, based on time or territory considerations, and 
that he knowingly, consciously, intentionally and entirely voluntarily,         
irrevocably waives any and all such defenses and will not assert the same in    
any action or other proceeding brought by Company for the purpose of enforcing  
the restrictive covenants or in any other action or proceeding involving him    
and Company;                                                                    

(iii)     that he is fully and completely aware that, and further understands   
that, the foregoing restrictive covenants are an essential part of the          
consideration for Company entering into this Agreement and that Company is      
entering into this Agreement in full reliance on these acknowledgements,        
covenants, representations and warranties; and                                  

(iv) that the existence of any claim or cause of action by him against Company, 
if any, whether predicated upon this Agreement or otherwise, shall not          
constitute a defense to the enforcement by Company of the foregoing restrictive 
covenants which shall be litigated separately.                                  

(e)  If period of time and/or territory described above are nevertheless        
held to be in any respect an unreasonable restriction (after giving due         
consideration to the provisions of Section 5(d) above), then it is agreed that  
the court so holding may reduce the territory to which the restriction pertains 
or the period of time in which it operates or may reduce both such territory    
and such period, to the minimum extent necessary to render such provision       
enforceable.                                                                    

(f)  The obligations described in this Section 5 shall survive any termination  
of the Agreement or any termination of the employment relationship created      
hereunder for the maximum period of time said obligations may be legally        
enforced.                                                                       

(6)  Inventions and Creations.                                        

(a)  Employee agrees that all inventions, discoveries, developments,            
improvements, ideas, distinctive marks, symbols or phrases, copyrightable       
creations, works of authorship, mask works and other contributions including    
but not limited to software, advertising, design, artwork, manuals and writings 
(collectively referred to as "Creations"), whether or not protectable by        
statute, which have been, or are in the future conceived, created, made,        
developed or acquired by Employee, wither individually or jointly, while        
employee is retained by Company and relate in any manner to Employee's work for 
Company, the research or business of Company or fields into which the business  
of Company may extend, belong to Company. Employee hereby sells, assigns, and   
transfers to Company exclusively and irrevocably, without further compensation, 
all ownership, title and rights in and to all of the Creations. Employee        
further agrees to promptly and fully disclose the Creations to Company in       
writing, if requested by Company, and to execute and deliver any and all lawful 
applications, assignments and other documents which Company requests for        
protecting the Creations in the United States or any other country. Company     
shall have the full and sole power to prosecute such applications and to take   
all other actions concerning the Creations, and Employee agrees to cooperate    
fully, at the expense of Company, in the preparation and prosecution of all     
such applications and any legal actions and proceedings concerning the          
Creations.                                                                      

(b)  Employee agrees and warrants that the Creations will be Employee's         
original work and will not improperly or illegally incorporate any material     
created by or belonging to others.                                              

(c)  Employee agrees to and does hereby sell, assign, convey and transfer to    
Company any and all manuscripts, programs, writings, pictorial materials,       
originals, camera-ready copies, and all drafts and notes of the Creations,      
regardless of the media in which they might exist, and to provide these         
materials to Company promptly whenever requested by Company and upon completion 
of the Agreement, and to execute documents, give testimony and otherwise        
cooperate fully with Company to establish and/or confirm Company's ownership,   
patent, copyright and/or trademark rights concerning the Creations.             

(d)  Without diminishing in any way the rights granted to Company above, if a   
Creation is described in a patent, copyright or trademark application, or is    
disclosed to a third party by Employee within two (2) years after Employee's    
employment with Company is terminated, Employee agrees that it is to be         
presumed that the Creation was conceived, created, made, developed or acquired  
by Employee during the period of his employment with Company, unless Employee   
can prove otherwise by clear and convincing evidence.                           

    7.   Governing Law and Venue. Nevada law shall govern the construction and
enforcement of this Agreement and the parties agree that any litigation         
pertaining to this Agreement shall be in courts located in Maricopa County,     
Arizona.                                                                        

 8.   Construction. The language in all parts of this Agreement shall in
all cases be construed as a whole according to its fair meaning and not         
strictly for nor against any party. The Section headings contained in this      
Agreement are for reference purposes only and will not affect in any way the    
meaning or interpretation of this Agreement. All terms used in one number or    
gender shall be construed to include any other number or gender as the context  
may require. The parties agree that each party has reviewed this Agreement and  
has had the opportunity to have counsel review the same and that any rule of    
construction to the effect that ambiguities are to be resolved against the      
drafting party shall not apply in the interpretation of this Agreement or any   
amendment or any exhibits thereof.                                              

  9.   Non-eligibility of Employee's Rights and Company Assignment Rights.
The obligations, rights and benefits of Employee hereunder are personal and may 
not be delegated, assigned or transferred in any manner whatsoever, nor are     
such obligations, rights or benefits subject to involuntary alienation,         
assignment or transfer. Upon reasonable notice to Employee, Company may         
transfer Employee to an affiliate of Company, which affiliate shall assume the  
obligations of Company under this Agreement. This Agreement shall be assigned   
automatically to any entity merging with or acquiring Company or its business.  

10.  Assignment. This Agreement and the respective rights, duties and 
obligations of Employee hereunder may not be assigned or delegated by Employee. 

   11. Severability. In the event any term or provision of this Agreement is
declared by a court of competent jurisdiction to be invalid or unenforceable    
for any reason, this Agreement shall remain in full force and effect, and       
either (a) the invalid or unenforceable provision shall be modified to the      
minimum extent necessary to make it valid and enforceable or (b) if such a      
modification is not possible, this Agreement shall be interpreted as if such    
invalid or unenforceable provision were not a part hereof.                      

12.  Attorney's Fees. Except as otherwise provided herein, in the event any     
party hereto institutes an action or other proceeding to enforce any rights     
arising out of this Agreement, the party prevailing in such action or other     
proceeding shall be paid all reasonable costs and attorneys' fees by the        
non-prevailing party, such fees to be set forth by the court and not by a jury  
and to be included in any judgment entered in such proceeding.                  

13.  Consideration. It is expressly understood and agreed that this document    
sets forth the entire consideration for this Agreement, and that said           
consideration for this Agreement is contractual and not a mere recital.         

14.  Construction. This Agreement is a negotiated agreement and any documents   
delivered pursuant hereto shall be construed without regard to the identity of  
the persons or entities who or which drafted the various provisions thereof.    
Every provision of this Agreement and such other employment-related documents   
shall be construed as though all parties participated equally in the drafting   
thereof. Any legal rule of construction that a document is to be construed      
against the drafting party shall not be applicable and is expressly waived by   
Company and Employee.                                                           

15.  Counterparts. This Agreement may be executed in any number of              
counterparts, all such counterparts shall be deemed to constitute one and the   
same instrument, and each of said counterparts shall be deemed an original      
hereof.                                                                         

16.  Captions. The captions used in this Agreement are inserted for convenience 
only and shall not affect the meaning or construction of this Agreement.        

17.  Notices. All notices required or permitted hereunder shall be in writing   
and shall be deemed duly given upon receipt if either personally delivered,     
sent by certified mail, return receipt requested, or sent by a                  
nationally-recognized overnight courier service, addressed to the parties as    
follows:                                                                        

If to Company:      SunnComm, Inc.                                              
668 N. 44th Street, Suite 220           
Phoenix, Arizona 85008                  
Attn: General Counsel                   

If to Employee:          William Howard Whitmore, Jr.                           
9098 E. Ludlow Drive                    
Scottsdale, AZ 85260                    
480-661-5845                            

or to such other address as any party may provide to the other in accordance    
with this Section.                                                              

18. Entire Agreement. This Agreement constitutes the entire agreement between   
the parties with respect to the subject matter hereof (i.e., Employee's         
employment by Company) and supersedes all prior or contemporaneous              
understandings or agreements in regard thereto; provided, however, that (except 
as otherwise set forth herein) this Agreement shall not affect or supersede any 
rights of Company under any other contracts or other agreements between or      
otherwise involving the parties, any restrictive covenants or any similar       
agreements. No modification or addition to this Agreement shall be valid unless 
in writing, specifically referring to this Agreement and signed by all parties  
hereto. No waiver of any rights under this Agreement shall be valid unless in   
writing and signed by the party to be charged with such waiver. No waiver of    
any term or condition contained in this Agreement shall be deemed or construed  
as a further or continuing waiver of such term or condition contained in this   
Agreement shall be deemed or construed as a further or continuing waiver of     
such term or condition, unless the waiver specifically provides otherwise.      

 IN WITNESS WHEREOF, the parties have executed this Agreement on the _26
th_ day of January , 2001.                                                      

SUNNCOMM, INC.,                         EMPLOYEE:                               
a Nevada corporation                                                            

By:  ____________________________       ____________________________            
Peter H. Jacobs,  President        William Howard Whitmore, Jr.       

Exhibit 10.15 
ASSIGNMENT AND ASSUMPTION AGREEMENT 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered 
into this 14th day of June, 2000, by and among DESERT WINDS ENTERTAINMENT       
CORPORATION, a Nevada corporation ("Assignor"), DESERT ENTERTAINMENT, INC., an  
Arizona corporation ("Assignee"), and MICHAEL PALOMA ("Guarantor").             

AGREEMENT                                                                       

NOW THEREFORE, in consideration of the mutual covenants and promises of the     
parties provided for in this Agreement, the parties hereto agree as follows:    

1.   Assignment:  Assignor hereby irrevocably sells, transfers and assigns to   
Assignee all of Assignor's right, title and interest to all assets set forth on 
Exhibit "A" attached hereto and incorporated herein (the "Assets").             

2.   Assumption and Indemnification: Assignee hereby accepts from Assignor all  
of Assignor's right, title and interest in and to the Assets. Assignee and      
Guarantor further agree to assume responsibility for any and all liabilities    
and obligations of Assignor arising out of any actions or inactions of Assignor 
and Guarantor on or before the date hereof, whether contingent, non-contingent, 
liquidated, unliquidated, written, oral or otherwise. Assignee and Guarantor    
hereby agree to indemnify, defend and hold Assignor harmless for, from and      
against any and all loss, expense or liability and from all claims of liability 
of any kind whatsoever, including reasonable attorney's fees and costs, arising 
out of any liability or obligation assumed by Assignee and Guarantor under this 
Agreement.                                                                      

3.   Governing Law: This Agreement shall be governed by and construed in        
accordance with the laws of the State of Arizona.                               

4.   Additional Actions and Instruments: The parties hereto will, from time to  
time upon written request, take such actions and execute and deliver such       
instruments reasonably necessary to effect the intent of this Agreement.        

5.   Counterparts: This Agreement may be executed simultaneously in             
counterparts, each of which shall be deemed an original, and all of which,      
together, shall constitute one and the same document.                           

6.   Binding Effect: This Agreement shall inure to the benefit of and be        
binding upon the parties hereto and their respective successors and assigns.    

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

ASSIGNOR:                                                                       

DESERT WINDS ENTERTAINMENT                                                      
CORPORATION, a Nevada corporation                                               

By: _____\s\_Peter Jacobs_________                                              
Peter Jacobs, its President                                                     

ASSIGNEE:                                                                       

DESERT ENTERTAINMENT, INC.,                                                     
an Arizona corporation                                                          

By:____\s\__Michael Paloma____________                                          
Michael Paloma, its President                                                   

GUARANTOR:                                                                      

_____\s\____Michael Paloma___________                                           
Michael Paloma                                                                  

Exhibit 10.16                                                                   

Consulting Agreement between Mr. Stephen H. Burg and the Company                

SB CORPORATE CONSULTING                                                         
3257 Winged Foot Drive                                                          
Fairfield, CA 94533                                                             

MEMORANDUM                                                                      

TO:       Michael Paloma                                                        
Peter Jacobs                                                                    
FROM:     Stephen F. Burg                                                       
RE:       Desert Winds Corporate Status                                         
DATE:          March 17, 2000                                                   

ASSIGNMENT:                                                                     

To review all material pursuant to corporate matters. Ascertain situation and   
develop, implement and supervise and facilitate a plan to bring the Company to  
a stage of preparedness, including retaining auditors and counsel for           
acceptance by the SEC and to file a Form 10 in full compliance as preparation   
for acceptance onto a major stock exchange.                                     

To make certain Mr. Paloma, as well as all other officers and directors, are    
financially and legally protected pursuant to any and all situations arising    
from corporate matters in the best possible manner. To facilitate the creation  
of an ISOP for the benefit of Mr. Paloma and Mr. Jacobs within the appropriate  
envelop, and to create an ESOP for company employees who remain faithful to the 
company.                                                                        

Program to be designed to allow Chairman Paloma to concentrate and focus his    
talents on the entertainment portion of the business (which is the company      
profit center at this time) and to allow President Jacobs the opportunity put   
in place long term policies for continuing successful operations and growth of  
the public company.                                                             

TIMELINE:                                                                       

This should be approached on a month to month basis, with defined goals and     
timelines. An outline is presented below with an initial assessment of the      
projects necessary to be accomplished as quickly as possible. These are placed  
in order of highest priority to those issues which have the highest level of    
legal exposure to the Officers Directors and/or major shareholders (investors). 

A continuing relationship is available on a month-to-month basis at the         
direction of President Jacobs. Mr. Burg, of SB Corporate Consulting, Inc. shall 
openly consider any corporate positions Mr. Jacobs wishes him to accept, and    
indicates a willingness on behalf of SB Corporate Consulting to review and      
discuss all possibilities as the new corporate structure evolves.               

PROJECTS AND ISSUES:                                                            

Phase I. March 16 to April 30                                                   

This timeline represents the companies determination of the most urgent matters 
which must be dealt with to get the Company back to a steady "legal status"     
with the SEC, DTC and NASD. It is also essential that programs be developed at  
this stage which will best "protect" the involved parties from any unwanted     
findings by legal authority.                                                    

1.   Find new transfer agent and get all records from Holladay Transfer to New  
Agent.                                                                          

2.   Address the "Skip" Moseley situation: Find location of two, 100,000 share  
certificates and either replace them or get them immediately cleared by         
transfer agent.                                                                 

3.   Address and solve the problems with the balance of the outstanding shares  
being held by Holladay Transfer to either get them cleared or reissued.         
Approximately 6 certificates.                                                   

4.   Review and clean up all outstanding shares so that the books and records   
of the Company reflect properly issued shares.                                  

5.   Conduct shareholder interviews where necessary to make sure all            
shareholders are comfortable with the company and that the process is in place  
for the future.                                                                 

6.   Reconcile all press releases that are public with actual circumstances and 
current situations within the Corporate Structure. If there are items outside   
the corporate structure, properly deal with those as well.                      

7.   Identify bookkeeping and audit circumstances to date. Recover all books    
and records, accounting documents, etc. from RTT Transfer in Vacaville, CA.     
Review financial information pursuant to creation of an accurate, unaudited     
financial statement.                                                            

Phase II. May 1 to May 31, 2000                                                 

1.   Complete gathering of all necessary Form 10 information.                   

2.   Start writing the M & A information to be reviewed by management and       
included in the Form 10 filing.                                                 
3.   Complete unaudited financial statements.                                   

4.   Retain and supervise SEC qualified Audit                                   

5.   Continue to review and develop proper corporate structure for legal        
protection, and to create appropriate tools for the financial benefit of the    
"insiders".                                                                     

Phase III. June 1 to June 30, 2000                                              

1.   Continue to develop Form 10 information and deliver Documents for          
processing, completion and filing with the SEC.                                 

2.   Retain qualified SEC Counsel.                                              

3.   Continue preparation of the SEC qualified audit process and prepare for    
the delivery of completed audits to SEC Counsel.                                

4.   Develop ISOP, ESOP and other programs for the benefit of the corporate     
growth and as a tool to attract highly qualified employees.                     

Phase IV. July 1 to the Point of a Form SB-2 or similar registration filing     

1.   Finalize all documentation required for the filing of a Form SB-2 2.       

2.   Complete name change and identity change from Desert Winds to another      
identity, including new cusip number, new name, new stock certificates, etc.    

3.   Keep existing shareholder base intact.                                     

4.   Review, identify and acquire new office space.                             

5.   Complete registration statement and filing under a form SB-2 after the     
company as become effective as a full reporting company.                        

COSTS:                                                                          

No long term agreement is proposed under this memorandum.                       

Initial cost to be $2,000 per week. A bonus of $30,000 shall be paid when, in   
the sole judgment of the Company, the reorganization and restructure of the     
Company has been completed. SB Corporate Consulting will be reimbursed for all  
reasonable expenses. Travel to and from Sacramento will be provided as          
required, as well as hotel and food accommodations when traveling.              

Agreed to this 17th day of March, 2000                                          

FOR DESERT WINDS ENTERTAINMENT                                                  
FOR SB CORPORATE CONSULTING                                                     

BY:____\s\___Peter H. Jacobs_________                                           
Peter H. Jacobs, President                                                      

BY:___\s\___Stephen F. Burg_________                                            
Stephen F. Burg, President                                                      

Exhibit 10.17                                                                   

CONSULTING AGREEMENT                                                  

THIS AGREEMENT, made this 18TH day of August, 2000 by and between: SunnComm     
Inc., 668 North 44th Street Suite 220 Phoenix, AZ 85008 (hereinafter referred   
to as the "Client") and Kenneth W. Fagan, 408 West Galer Street, Seattle, WA    
98119 (herein after referred to as "Consultant")                                

WITNESSETH THAT:                                                                

WHEREAS, CLIENT requires broad corporate consulting services and desires to     
engage CONSULTANT to provide such services, as an independent contractor, and   
CONSULTANT is agreeable to contract to provide such services and the parties    
hereto desire a written document formalizing and defining their relationship    
and evidencing the terms and conditions of their agreement,                     

NOW THEREFORE, intending to be legally bound under the laws of the State of     
Arizona, and in consideration of the mutual promises and covenants contained    
herein after, the parties have agreed as follows:                               

1.0  APPOINTMENT                                                      

CLIENT hereby appoints CONSULTANT as a business corporate consultant and hereby 
retains CONSULTANT, on the terms and conditions of this Agreement. CONSULTANT   
accepts such appointment and agrees to render said services upon the terms and  
conditions as set forth herein.                                                 

CLIENT further appoints CONSULTANT as a Special Advisor to the Board Of         
Directors (SAB) for the express purpose of review and advice of technical       
matters pursuant to CLIENT requirements, and understands the Board may, at its  
discretion, invite him to be added as a member of the Board.                    

2.0  TERM                                                             

The term of this Agreement shall be for One (1) year beginning upon the date    
first written herein above and ending twelve (12) months thereafter.            

3.0 SERVICES                                                                    

Consultant agrees with Client that there are two major initiatives to be        
achieved if the proposed Company efforts are to succeed:                        
(a) Consultant will provide direct assistance in strategy development and       
partner negotiations to bring the SunX products to market in the audio, video,  
publishing, and most significantly, the software industry.                      
(b) Sign and assist in implementing the roll-out of at least three (3) major    
software vendors to a licensing deal. A "major" software vendor shall be        
classified as having revenues in excess of $25 million per year.                

3.1 CONSULTANT shall act as advisor to Client to provide the following:         
(a) Advise management on product development strategies, business relationships 
and hiring practices in order to get a product to market quickly with as much   
quality and marketability as possible.                                          
(b) Meet with prospective partners and customers to represent the company as a  
senior advisor to management.                                                   
(c) Advise management and staff on staffing issues related to technology and    
marketing positions.                                                            
(d) Regular conference calls (suggesting a minimum of a weekly one hour         
conference call) to discuss the above matters with the appropriate Client staff 
and management.                                                                 
(e) Attend quarterly board meetings as special advisor to the board (SAB).      

3.2  CONSULTANT, in providing the foregoing services shall be responsible for   
all cost of providing said services with the exception of; a) out of pocket     
expenses as approved in advance by client; and b) travel between CONSULTANTS    
office and CLIENTS office and any travel costs for business requested by Client 
are the responsibility of the CLIENT. CONSULTANTS compensation set forth under  
paragraph 7.0 of this Agreement shall be deemed to include all other cost.      

4.0  LIMITATIONS OF SERVICES                                                    

The parties hereto recognize that certain responsibilities and obligations are  
imposed by governing bodies or jurisdictions in which securities may be traded, 
and by the rules of the stock exchanges(s) governing the sale of CLIENTS        
securities, CLIENTS in-house "due diligence" or "compliance" procedures and by  
the "due diligence" or "compliance" departments of financial institutions which 
may deal in CLIENTS securities, accordingly CONSULTANT agrees:                  

4.1  CONSULTANT will NOT release any financial or other information about the   
CLIENT in advance of a proposed meeting or the format or agenda of such a       
meeting without CLIENT approval and CLIENT may elect to have a representative   
of CLIENT attend such Meeting(s).                                               

4.2  CONSULTANT will NOT conduct any meeting without informing CLIENT in        
advance of any such proposed meeting or the format or agenda of such a meeting  
and CLIENT may elect to have a representative of CLIENT attend such Meeting(s). 

4.3  CONSULTANT will NOT release any information about CLIENT to any selected   
or limited person(s), entity, or group if CONSULTANT is aware that such         
information has not been generally released or promulgated.                     

5.0  DUTIES OF CLIENT                                                           

5.1  CLIENT shall supply CONSULTANT, on a regular and timely basis, with all    
information approved by the CLIENT, for release to the public, about CLIENTS,   
management, its products, its operations and its financial reports or           
development status of any product. CLIENT shall also be responsible for         
alerting CONSULTANT of any facts which would materially affect the accuracy of  
information previously provided to CONSULTANT so that CONSULTANT may take       
immediate corrective action.                                                    

5.2  CLIENT shall contemporaneously notify CONSULTANT if any information being  
supplied to CONSULTANT has not be generally released or promulgated.            

6.0  REPRESENTATION AND INDEMNIFICATION                                         

6.1  CLIENT shall deemed to make a continuing representation of the accuracy of 
any and all material facts, information and data which it supplies to           
CONSULTANT and CLIENT acknowledges its awareness that CONSULTANT will rely upon 
such continuing representation in disseminating such information.               

6.2  CONSULTANT, in the absence of notice in writing from CLIENT, will rely on  
the on the continuing accuracy of material, information supplied by CLIENT.     

6.3  CLIENT hereby agrees to indemnify CONSULTANT against, and to hold          
CONSULTANT harmless from any claims, demands, suits, loss, damages, etc arising 
out of CONSULTANT'S reliance upon the accuracy and continuing accuracy of such  
facts, material, information unless CONSULTANT has been negligent in fulfilling 
the duties and obligations hereunder.                                           

                   6.4  CONSULTANT agrees to indemnify and hold CLIENT and its
director, officers and employees harmless from any legal action, claims, or     
investigations arising out of the conduct of CONSULTANT in performing its       
services hereunder unless such activity or activities are required by or done   
at the request of CLIENT.                                                       

7.0  COMPENSATION                                                               

7.1  For acting as a special advisor to the Board, CLIENT shall pay CONSULTANT  
on the first of each calendar month, beginning September 1, 2000, the sum of    
two thousand dollars ($2,000 USD) during the term of this agreement of any      
extension thereof.                                                              

7.2 For all special services not within the scope of this Agreement, CLIENT     
shall pay CONSULTANT such fee as, and when, the parties shall determine in      
advance of the performance of said special services to be provided to CLIENT,   
that such services are approved by CLIENT.                                      

7.3 An initial payment of $2,500 was paid upon execution of a Memorandum of     
Understanding dated 8/18/00 between the parties of this agreement.              

7.4 250,000 shares of common stock shall be made available to CONSULTANT upon   
terms and conditions of delivery mutually acceptable to both parties after      
CONSULTANT shall seek advice and direction from his Accountant and/or Attorney. 
The shares shall be delivered immediately upon formalizing this Agreement       

7.5 750,000 options at a strike price equal to the share close price on August  
21, 2000 (.22) common stock shall be made available to CONSULTANT upon terms    
and conditions of delivery mutually acceptable to both parties after CONSULTANT 
shall seek advice and direction from his Accountant and/or Attorney. The shares 
shall be delivered in the form decided upon by the parties as follows:          

a) 34% to be issued upon the signing of the third (3rd) company licensing       
relationship pursuant to paragraph 3.0(b) above;                                
b) 66% to be issued upon the signing of the Company's first major licensing     
agreement with a large Independent Software Vendor (ISV) (such as Oracle,       
Microsoft, etc.).                                                               

8.0  BILLING AND PAYMENT                                                        

The monthly basic fee provided for in Paragraph 7.1 shall be due and payable on 
the first (1st) day of each contract month. Payment for out-of-pocket expenses  
(Paragraph 7) shall be due and payable upon submission of invoice to CLIENT by  
CONSULTANT.                                                                     

9.0  RELATIONSHIP OF PARTIES                                                    

CONSULTANT is an independent contractor, responsible for compensation of its    
employees, agent and representatives, as well as all applicable withholding     
therefrom and taxes thereon (including unemployment compensation) and all       
workmens compensation insurance. This Agreement does not establish any          
partnership, joint venture, or other business entity or association between the 
parties and neither party is intended to have any interest in the business or   
the property of the other.                                                      

10.0  TERMINATION                                                               

This Agreement may be terminated by either party after twelve (12) months have  
lapsed, only in writing at least fifteen (15) business days prior to the        
expiration of current contract term. In the absence of notice this Agreement    
shall continue month to month until canceled by either party giving the other   
thirty (30) days written notice of cancellation.                                

11.0  ATTORNEY FEES                                                             

Should either party default in the terms or conditions of this Agreement and    
suit be filed for such default, the prevailing party shall be entitled to       
recover all cost incurred as a result of such default including all cost and    
reasonable attorney fees, expenses and court cost through trial and appeal.     

12.0  WAIVER OF BREACH                                                          

The waiver by either party hereto of a breach of any provision of this          
Agreement by the other party shall not operate or be construed as a waiver of   
any subsequent breach by the other party.                                       

13.0  ASSIGNMENT                                                                

This Agreement is NOT assignable by Consultant.  It shall not be assigned and   
if assigned will not inure to the benefit of such successors or assignee's.     
This agreement shall be binding upon CLIENT and any successors or assignee's.   

14.0  NOTICES                                                                   

Any notice required or permitted to be given under this Agreement shall be      
sufficient if in writing, and is sent by certified mail receipt requested, to   
the principal office of the party being notified.                               

15.0  ENTIRE AGREEMENT                                                          

This instrument contains the entire agreement of the parties and may be         
modified only by agreement in writing, signed by the party against whom         
enforcement of any waiver, change, modification, extension or discharge is      
sought. This Agreement shall be governed for all purposes by the laws of the    
State of Arizona, United States of America. If any provision of this Agreement  
is declared void, such provision shall be deemed severed from this Agreement,   
which shall otherwise remain in full force and effect.                          

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have executed this Agreement.                                                   

FOR SUNNCOMM, INC.                 FOR:  KENNETH W. FAGAN                       

By: /s/ Peter H. Jacobs                  By: /s/ Kenneth W. Fagan               
--------------------------            ------------------------------      
Peter H. Jacobs, President            Kenneth W. Fagan, Individually      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G’ Filing		Date		First		Last			Other Filings
		11/28/10		16
		9/30/05		12
		6/1/05		16
		5/4/02		51
		3/31/02		11
		6/1/01		99
		5/30/01		47		99
		5/1/01		27
Filed on:		4/18/01
		4/17/01		5		9
		4/1/01		46
		3/31/01		11		46
		3/30/01		103
		3/22/01		54
		3/15/01		47
		3/6/01		5		96
		3/1/01		98
		1/26/01		14		103
		1/1/01		46		103
		12/31/00		17		42
		12/29/00		17
		12/15/00		25
		12/5/00		9
		12/1/00		9
		11/7/00		14		54
		10/27/00		21					RW
		10/1/00		11
		9/30/00		24		47
		9/1/00		44		103
		8/21/00		103
		8/18/00		19
		7/6/00		52		53
		7/1/00		12
		6/30/00		19		103
		6/27/00		47		72
		6/19/00		4		18
		6/15/00		4
		6/14/00		18
		6/9/00		14
		6/1/00		14		103
		5/31/00		103
		5/25/00		4		77
		5/23/00		4		85
		5/2/00		21
		5/1/00		24		33
		4/30/00		39
		4/14/00		21
		4/3/00		85
		3/31/00		12
		3/20/00		22
		3/17/00		19		103
		3/12/00		11		23
		3/8/00		14
		3/1/00		4
		2/7/00		22
		10/1/99		41
		9/30/99		25		40
		4/20/99		4
		1/1/99		21		22
		12/31/98		22
		12/10/98		4
		11/13/98		4
		11/12/98		49
		11/11/98		50
		10/5/98		22
		9/30/98		29
		4/1/98		22
		4/4/96		3
		8/9/93		3
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