CONFIDENTIAL NETCURRENTS/VSVS MEMO OF UNDERSTANDING - JUNE 10, 2005

                                  CONFIDENTIAL

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             NETCURRENTS/VSVS MEMO OF UNDERSTANDING - JUNE 10, 2005

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NetCurrents Information Services, Inc. ("NCIS") is a Delaware Corporation

currently trading on the Pink Sheets. It has been a public company since 1990.

There are approximately 46m shares outstanding.

NCIS hold two U.S. Patents (#6.260.041 issued July 10, 2001 and # 6.332.141

issued December 18, 2001) entitled FIRST (Fast Internet Real-Time Search

Technology).

FIRST was developed by NCIS, in house, at a cost in excess of $8M. We believe it

is the only real-time patented Internet search engine available today capable of

delivering constantly updated information to the user in minutes, 24/7.

The Company, which discontinued operations in 2001, had at one time

approximately 85 clients, paying monthly account fees. Among its client were Dow

Chemical, Oracle, EMC, Earthlink, Providian Bank, Titan Corporation and many

others.

NCIS is desirous of entering into a Formal Agreement ("Licensing Agreement") to

license its technology to VSUS Technology, Inc. ("VSUS"), for a period of 50

years, for use in its current systems, and to develop the technology for

marketing and sales of other applications. Upon signing of the Licensing

Agreement, NCIS will deliver to VSUS its patented code on a CD-ROM, which will

allow VSUS to examine the code for the technology and redevelop it for

additional uses both in the consumer and business-to-business sectors.

In order to accomplish the foregoing, NCIS proposes the following transaction:

1: VSUS will supply all the necessary financing, manpower and equipment to bring

the technology to a viably commercially functional state. The estimated time

period for this should not exceed 9 months.

2: VSUS will initially develop the technology to integrate into their existing

portal. NCIS will assist in the development of the technology during this period

and will make Michael O'Hara and Irwin Meyer available to VSUS at fees to be

determined. VSUS and NCIS will work closely during the development period in

order to maximize the use(s) of the NCIS technology and expedite the development

and completion of the end product(s).

3: VSUS and NCIS will agree to minimum annual revenues and a timetable to

develop the operating technology which VSUS must achieve in order to maintain

this license.

PAGE 2 - NCIS/VSUS MOA JUNE 9, 2005

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4: VSUS will pay to NCIS a royalty of 15% of gross revenues generated by VSUS

for all applications where the NCIS technology is used, said royalties to be

paid quarterly. NCIS will have the right to audit VSUS on a semi-annual basis,

subject to reasonable notice, to ascertain the accuracy of the royalty payments.

5: As a consideration, for the right to obtain this license, VSUS will lend to

NCIS, at closi