EXCLUSIVE PATENT LICENSE AGREEMENT

EXHBIT 10.4

EXCLUSIVE PATENT LICENSE AGREEMENT

by and between

WOLFGANG GRABHER

("Licensor")

and

ADMINISTRATION FOR INTERNATIONAL CREDIT & INVESTMENT, INC.

("Licensee")

Dated as of July 13, 2000

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TABLE OF CONTENTS

1. Definitions...............................................................1

2. License Grants and Restrictions...........................................3

3. Compensation..............................................................4

4. Patent Prosecution........................................................5

5. Infringement..............................................................6

6. Representations and Warranties............................................6

7. Indemnification...........................................................7

8. Confidentiality...........................................................8

9. Liability.................................................................9

10. Term and Termination......................................................9

11. General Provisions.......................................................11

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EXCLUSIVE PATENT LICENSE AGREEMENT

THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this "AGREEMENT") is made as of

July13, 2000 (the "EFFECTIVE DATE"), between Wolfgang Grabher, a Austrian

national residing in Stuttgart with an address located at Zettachring 2a,

D-70567 Stuttgart ("LICENSOR"), and Administration For International Credit and

Investment, Inc., an Oregon corporation with an address located at 391 N.W.

179th Ave., Aloha, Oregon 97006 ("LICENSEE") (each a "PARTY" and together the

"PARTIES").

RECITALS

WHEREAS, Licensor is the owner of certain Technology, as defined herein;

and

WHEREAS, Licensor is willing to license the Technology to Licensee for the

development and Use of the Technology in the Voice-Over-Internet Protocol

("VOIP") market in those jurisdictions where the Technology has been registered

upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of these premises and of the mutual

promises and conditions contained in this Agreement, Licensor and Licensee agree

as follows:

1. DEFINITIONS

1.1 "AFFILIATE" of a party shall mean an entity directly or indirectly

controlling, controlled by or under common control with that party where control

means the ownership or control, directly or indirectly, of more than fifty

percent (50%) of all of the voting power of the shares (or other securities or

rights) entitled to vote for the election of directors or other governing

authority; provided that such entity shall be considered an Affiliate only for

the time during which such control exists.

1.2 "CHANGE OF CONTROL" shall mean the occurrence of any of the following

events:

(a) Any "person" or "group of persons" (as such terms are used in

Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as

amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3

under said Act), directly or indirectly, of securities of the Company

representing 50% or more of the total voting power represented by the

Company's then-outstanding voting securities; or

(b) The shareholders of the Company approve a merger or

consolidation of the Company with any other corporation, other than a

merger or consolidation that would result in the voting securities of the

Company outstanding immediately prior thereto continuing to represent

(either by remaining outstanding or by being converted into voting

securities of the surviving entity) at least 50% of the total voting power

represented by the voting securities of the Company or such surviving

entity outstanding immediately after such merger or consolidation, or the

shareholders of the Company approve a plan of complete liquidation of the

Company or an agreement for the sale or disposition by the Company of all

or substantially all of the Company's assets.

1.3 "CONTRACT QUARTER" shall mean each calendar quarter period (March 31,

June 30, September 30 and December 31) following the Effective Date during the

Term.

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1.4 "ENTITY" shall mean any general partnership, limited partnership,

limited liability company, corporation, joint venture, trust, business trust,

cooperative or association, or any foreign trust or foreign business

organization.

1.5 "EXCLUSIVE PERIOD" shall mean the period of time set forth in Section

2.1.

1.6 "INTELLECTUAL PROPERTY RIGHT" and "INTELLECTUAL PROPERTY RIGHTS" shall

mean all worldwide right, title and interest of a Person in, to and under any

and all: (a) United States or foreign patents and pending patent applications

therefor, including the right to file new and additional patent applications

based thereon, including provisionals, divisionals, continuations,

continuations-in-part, reissues and reexaminations; (b) copyrights; and (c)

trade secrets, know-how, processes, methods, engineering data and technical

information.

1.7 "NET RECEIPTS" shall mean the gross amount recognized as income on

Licensee's books (pursuant to generally accepted accounting principles

consistently applied) in connection with the sale of a Product or Processes,

less deductions for payment of sales, value added or any similar taxes, and

shipping and insurance charges, with respect to such Product or Process.

1.8 "PATENT" shall mean:

(a) United States and international applications listed on Appendix

A and the resulting patents;

(b) any divisionals, continuations, continuation-in-part

applications, and continued prosecution applications (and their relevant

international equivalents) of the patent applications described in (a)

above to the extent the claims are directed to subject matter specifically

described in such patent applications, and the resulting patents;

(c) any patents resulting from reissues, reexaminations, or

extensions (and their relevant international equivalents) of the patents

described in (a) and (b); and

(d) international (non-United States) patent applications filed

after the Effective Date and the relevant international equivalents to

divisionals, continuations, continuation-in-part applications and

continued prosecution applications of such patent applications and any

patents resulting from reissues, reexaminations, or extensions of the

patents described in (c) to the extent the claims are directed to subject

matter specifically described in the patents or patent applications

referred to in (a), (b) and (c), above, and the resulting patents.

1.9 "PATENT RIGHTS" shall mean all rights related to the Use of the

Patents for the development, manufacture, use, sell, offer to sell, lease,

distribution and import of VoIP billing and customer care software and other

VoIP-related Products.

1.10 "PRODUCT" shall mean any product or service that cannot be developed,

manufactured, Used, leased, sold or imported, in whole or in part, without

infringing on one or more claims under the Patent Rights.

1.11 "PROCESS" shall mean any process or service that cannot be performed,

in whole or in part, without using at least one process that infringes one or

more claims under the Patent Rights.

1.12 "PATENT TERM" shall mean the period of time commencing on the

Effective Date and ending with the expiration or abandonment of all issued

patents and filed patent applications within the Patent Rights, unless earlier

terminated in accordance with the provisions of this Agreement.

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1.13 "TERRITORY" shall mean worldwide.

1.14 "THIRD PARTY" shall mean, with respect to a party, any Person that is

not an Affiliate of such party.

1.15 "USE" shall mean operate, reproduce, distribute, transmit (by

electronic means or otherwise), make available, perform and display.

2. LICENSE GRANTS AND RESTRICTIONS

2.1 Grant Of License. Subject to the terms of this Agreement, Licensor

hereby grants to Licensee an exclusive license under the Patent Rights to

develop, make, have made, Use, sell, offer to sell, lease, distributed and

import Products or to practice Processes in the Territory from the Effective

Date through the Patent Term (the "EXCLUSIVE PERIOD") (such licenses shall be

hereinafter referred to, collectively, as the "License").

2.2 Restriction on Sublicensing. The License granted hereby may not be

transferred or sublicensed by Licensee, but shall extend to any wholly-owned

subsidiaries and divisions or Affiliates of Licensee (collectively,

"Affiliates"). Licensee shall be responsible for the compliance by each such

Affiliate with the terms and provisions of this Agreement, and agrees to report

and pay Royalties to Licensor in accordance with Section 3 hereof with respect

to production of Products by each such Affiliate. Any such Affiliate shall agree

in advance in writing to be bound by all the terms of this Agreement, and

Licensee shall agree to guarantee the obligations of such Affiliate hereunder.

2.3 U.S. Production. Licensee agrees that any Products used or sold in the

Untied States will be manufactured substantially in the United States.

2.4 Audits and Inspection Rights.

2.4.1 Licensor shall have the right, upon reasonable advance notice,

to inspect Licensee's records and facilities, and the records and

facilities of Affiliates of Licensee, with respect to the manufacture or

distribution of Products and Processes hereunder and to receive samples

thereof in order to verify that such manufacturing is within the scope of

this Agreement, and that there are appropriate security procedures to

protect Licensor's Confidential Information, as that term is defined in

Section 8.1 hereof. Licensee shall have similar rights as to any contract

manufacturer utilized by Licensee.

2.4.2 If the payment of Royalties is required as provided in Section

3.2, during the term of this Agreement and for a period of one (1) year

thereafter, Licensor shall have the right, at his expense, and upon

reasonable notice to Licensee, to have examined by an independent auditor

with a national reputation, reasonably acceptable to Licensee, Licensee's

books and records in order to determine or verify the Net Receipts and

sales of Products. Licensor shall not make any such examination more than

twice in any calendar year. If an error in the reported Net Receipts or

the reported number of Products sold by Licensee is discovered as a result

of such an examination and the reported Net Receipts or the reported

Product sold by Licensee during the period(s) examined were in excess of

5% less than the actual Net Receipts or Product sold by Licensee, as the

case may be, during such period(s), Licensee (i) shall pay all of

Licensor's out-of-pocket expenses related to such examination, and (ii)

shall pay Licensor interest on the amount of such underpayment, at the

rate of 10% per annum, from the date such amount was due and payable until

such amount is actually paid.

2.4.3 Licensee shall keep adequate records to verify all reports and

payments made to Licensor pursuant to this Agreement for a period of two

(2) years following the date of such reports and payments.

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2.5 No Other Licenses. The License granted under this Agreement is

specifically set forth herein, and no other licenses are granted by Licensor to

Licensee by implication or estoppel, including, but not limited to non-VoIP Uses

of the Patents.

2.6 Reservation Of Rights. All rights not specifically granted to Licensee

hereunder are reserved by Licensor.

2.7 Restrictions on Export. Licensee acknowledges and agrees that it shall

not import, export, or re-export Product to any country in violation of the laws

and regulations of any applicable jurisdiction. Licensee further agrees to

defend, indemnify, and hold Licensor harmless for any losses, costs, claims, or

other liabilities arising out of Licensee's breach of this Section.

3. COMPENSATION

3.1 Royalties. Licensee shall pay to Licensor royalties equal to 3% on its

Net Receipts ("Royalties") or an stock option acceptable by the Licensor in

exchange for the Royalties. Such Royalties shall be due and payable to Licensor

regardless of whether Licensee collects payments for Product from its consumers.

3.2 Patent Costs. In consideration of the License granted in Section 2.1

above, Licensee agrees to pay all patent filing, prosecution and maintenance

costs related to the Patents as set forth in Section 4.3 during the Exclusive

Period, to the extent such costs relate to the maintenance and preservation of

the Patents as they relate to VoIP services.

3.3 Taxes and Assessments.

3.3.1 In addition to any other payments due under this Agreement,

Licensee agrees to pay, indemnify and hold Licensor harmless from any

sales, Use, excise, import or export, value-added or similar tax or duty,

and any other tax not based upon Licensor's net income, including any

penalties and interest, and all government permit or license fees and all

customs and similar fees, levied upon the Use or distribution of Product

which Licensor may incur in respect of this Agreement, and any costs

associated with the collection or withholding of any of the foregoing

items ("Taxes").

3.3.2 If Licensee fails to pay any Taxes as of the original due date

for such Taxes and Licensor receives any assessment or other notice

(collectively the "ASSESSMENT") from any governmental taxing authority

providing that such Taxes are due from Licensor, Licensor shall give

Licensee written notice of the Assessment and Licensee shall pay to

Licensor or the taxing authority the amount set forth as due in the

Assessment within thirty (30) days of receipt of such written notice from

Licensor.

3.4 Payment Terms. Royalties shall accrue upon delivery of Product to a

customer by Licensee and shall be payable within thirty (30) days after the end

of each Contract Quarter. Each Royalty payment shall be accompanied by a

statement setting forth in sufficient detail the basis upon which Royalties were

calculated. Payments and statements shall be sent to Licensor at the address set

forth in Section 11.12 of this Agreement or such other address as Licensor may

designate in writing. All payments due under this Agreement shall be payable in

United States dollars. Conversion of foreign currency to U.S. dollars shall be

made at the conversion rate existing in the United States (as reported in the

Wall Street Journal) on the first working day of the month in which payment is

due. Such payments shall be without deduction of exchange, collection or other

charges, and, specifically, without deduction of withholding or similar taxes or

other government imposed fees or taxes.

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3.5 Diligence Requirements. Licensee shall use its diligent efforts, or

shall cause its Affiliates to use diligent efforts, to develop Product or

Processes and to introduce such Product and Processes into the commercial

market; thereafter, Licensee or its Affiliates shall make such Product and

Processes reasonably available to the public.

3.6 Record Keeping. Licensee shall maintain, and shall cause its

Affiliates to maintain, complete and accurate records relating to the rights and

obligations under this Agreement, which records shall contain sufficient

information to permit Licensor to confirm the accuracy of any reports delivered

to Licensor and compliance in other respects with this Agreement. Licensee or

its Affiliates shall retain such records for at least five (5) years following

the end of the calendar year to which they pertain, during which time Licensor

or his appointed agents shall have the right, at Licensor's expense, to inspect

such records during normal business hours to verify any reports made or

compliance in other respects under this Agreement. Such inspections shall be

conducted at the Licensee's business office, with reasonable notice, and shall

be conducted no more than twice every twelve (12) months.

3.7 Purchase Option. Licensor hereby grants Licensee an exclusive option

to purchase all right and title in and to the Patent Rights on or after the

fourth anniversary of the Effective Date through the end of the Exclusive Period

(the "OPTION PERIOD") for a purchase of Four Million U.S. Dollars ($4,000,000)

("PURCHASE Price") (the "OPTION"). The Option must be exercised by written

notice from Licensee to Licensor at least thirty (30) days prior to the proposed

purchase date. Following receipt of such notice by Licensor, the parties shall

enter into a purchase agreement for the Patent Rights on substantially the terms

set forth in this Section 3.7 (the "PURCHASE AGREEMENT") within thirty (30)

days. Pursuant to the Purchase Agreement and upon delivery of the Purchase Price

to Licensor, Licensor shall file an assignment with respect to the Patent

Rights, and shall take all other actions deemed reasonably necessary by Licensee

to separate the Patent Rights from the Patents and to transfer ownership of such

Patent Rights to Licensee. Licensee may notify Licensor in writing at any time

during the Option Period of its decision not to exercise the Option at which

point the Option will lapse and Licensor shall be free to offer the Patent

Rights to a Third Party purchaser subject to the terms of this Agreement;

provided, however, that if Licensor should make an offer to sell or solicit or

receive an offer to buy the Patent Rights to or from any Third Party for a price

less than the Purchase Price, he shall first be required to offer the Patent

Rights to Licensee on the same or similar terms as those offered to such Third

Party and Licensee shall have the right to purchase the Patent Rights on the

terms presented within thirty (30) days of such notice. For the avoidance of

doubt, the parties' obligations under this Agreement shall continue in force

after any notice of exercise of they Option has been given until assignment of

the Purchase Price shall have been effectuated. The Option may not be assigned

in whole or in part without the prior written consent of Licensor.

4. PATENT PROSECUTION

4.1 Responsibility for Patent Rights. Licensee shall prepare, file,

prosecute and maintain the Patents, including patents, patent applications,

continuations, continuations-in-part and divisionals having claims covering the

Patent Rights as they may