This Agreement ("Agreement") entered into and effective this __12__day of July, 2002 (the "Effective Date") is
made by and between REZConnect Technologies., a New Jersey corporation ("REZConnect") and 411 Web
Directory, Inc., a California corporation ("411web"), each being referred to as "Party" and collectively as the
WHEREAS, The territory covered by this Agreement is the United States (the "Territory").The Parties' rights and
obligations set forth herein relate only to the Territory;
NOW THEREFORE, in consideration of their mutual promises made herein, and for other good and valuable
consideration, of which each Party hereby acknowledges receipt, the Parties, Intending to be legally bound,
hereby agree as follows:
1. 411web shall provide the following under this Agreement:
a. 411web hereby grants to REZConnect and its affiliates a limited, NONEXCLUSIVE License to the Services
and Products as described in Schedule A. 411web shall Private-label the Services and Products for
b. 411web agrees to provide all web hosting necessary to provide the services required Under this Agreement.
c. 411web shall provide REZConnect with real time web-based access to the Accounting Enterprise System
("AES"), which will allow REZConnect to see up to the minute transactions and revenues generated from the sale
of premium yellow page Listings, premium web directory listings, website builder web sites, banner
Advertisements, domain name registrations and search engine submissions on REZConnect sites.
d. 411web grants to REZConnect a limited, nonexclusive, royalty-free license to use the Name, logo, and other
trademarks or service marks of 411web and/or MyCity (collectively the "411web Trademarks") in connection
with the sale and/or other Promotion of the Services hereunder.
2. REZConnect shall provide the following under this Agreement:
a. REZConnect shall provide all the necessary first tier end-user customer support Related, to the use of the