AGREEMENT made November, 1999



PARTIES    ACTIVEWORLDS.COM INC.

           a corporation organised and existing pursuant to the laws of the

           State of Delaware, with principal offices at 95 Parker Street,

           Newburyport, Massachusetts 01950 ("Activeworlds")



AND        ADVANCED SHOPPING CENTRE MANAGEMENT PTY LIMITED

           ACN  060 672 290

           a limited company existing pursuant to the laws of New South Wales,

           with principal offices at Level 10, 1 Newland Street, Bondi Junction

           NSW 2022, Australia ("ASCM")



INTRODUCTION



A. ASCM has developed a new concept for retailing on the Internet, incorporating

   distribution and loyalty programs, which it believes is superior to current

   alternatives.



B. ASCM has developed a concept using the Internet which is suitable for

   application by property developers and managers of retail shopping malls and

   retail outlets and companies which operate retail stores at such malls and

   outlets.



C. Activeworlds is in the business of developing and providing computer software

   products and online services that permit the users of such products to enter,

   move about and interact with others in a computer-generated virtual reality

   environment using the Internet.



D. ASCM desires to appoint Activeworlds as its exclusive vendor to license to it

   certain of Activeworlds' technology and to develop exclusively on behalf of

   ASCM the ASCM Virtual Mall Prototype which can be accessed through the

   Internet, which would be similar to a real shopping mall, complete with

   delivery alternatives and a loyalty program.



E. Activeworlds has agreed to accept its appointment on the terms and conditions

   of this Agreement.







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Development and Licence Agreement                                         Page 1



{PAGE}



F. The parties also wish to express their intention that Activeworlds

   exclusively develop the ASCM Browser Enhancements for ASCM to use in

   operating the ASCM Virtual Mall Prototype. Both parties agree to use their

   best endeavours to bring about this intended outcome.



IT IS AGREED



1   Definitions and Interpretation



1.1 Definitions



    In this Agreement:



    (1) "Agreement" means this Agreement, including any schedule or annexure to

    it;



    (2) "Acceptance Tests" means the acceptance tests for each of the

    Development Phases of the ASCM Virtual Mall Prototype as set out in the

    Development Plan;



    (3) "Activeworlds Content" means any text, graphics, design, photography,

    artwork, audio, video or other forms of expression which have been created

    by or which may be created in the future by Activeworlds, to the extent that

    they do not consist of Third Party Rights;



    (4) "Activeworlds' Software" means the proprietary computer software owned

    by Activeworlds and utilised to operate and provide functionality to

    three-dimensional, virtual, interactive worlds or environments;



    (5) "Activeworlds Standard Rates" means Activeworlds standard rates, fees

    and expenses as set out in Exhibit B;



    (6) "Activeworlds Web Site" means the Internet Web Site created and operated

    by Activeworlds which is accessible through the URL www.activeworlds.com, as

    well as any other Web Site which may be developed or owned by Activeworlds

    hereafter;



    (7) "ASCM Browser Enhancements" means that portion of the browser software

    developed specifically for and licensed to ASCM pursuant to this agreement,

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