LICENSE AGREEMENT





This License Agreement ("Agreement") is entered as of May 9th, 2000, (the

"Effective Date") by and between the Parties, A2D, L.P., (Licensor), a

California Limited Partnership having offices at 9200 Sunset Blvd., Suite 1005,

Los Angeles, California 90069, and Marshall & Ilsley Corporation ("Licensee"), a

Wisconsin corporation having offices at 770 N. Water Street, Milwaukee,

Wisconsin 53202.



WHEREAS, Licensor holds a license from Ronald A. Katz Technology Licensing, L.P.

("Patent Holder") under patent and patent application rights relating to

Automated Transaction Processing Utilizing Communication Facilities and/or

Computer Telephone Integration (ACTI patents) and has the right to grant non-

exclusive licenses, releases and covenants not to sue thereunder;



WHEREAS, Licensee inquired of Licensor in 1997 about the availability of

licenses under the ACTI patents, and has since engaged in negotiations with

Licensor for such a license;



WHEREAS, Licensee now desires to obtain certain non-exclusive rights under the

ACTI patents as provided herein;



WHEREAS, Licensor and Licensee (the "Parties") recognize the potential

difficulty and inefficiency to both Parties of negotiating and administering

individual licenses to each of such ACTI patents relating to a given activity of

Licensee;



WHEREAS, the Parties have reviewed the activities of Licensee as related to the

ACTI patents and on the basis of their knowledge have selected appropriate

Fields-Of-Use for the activities of Licensee with respect to the ACTI patents;



WHEREAS, in view of the nature of the ACTI patents, the business and activities

of Licensee, the mutual convenience of and efficiency to the Parties and the

equities of the situation, the Parties have resolved that specific Field-Of-Use

Licenses are proper and appropriate as set forth herein; and



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

as set forth herein, the Parties agree as follows:





1.   DEFINITIONS



     1.1  "Acquiring Person" means the Person or Persons that, in an

Acquisition, come into control, direct or indirect, of another Person or of

substantially all of the assets of another Person.



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     1.2  "Acquisition" (and any similar term such as "Acquire") means a

transaction by which a Person that has not previously controlled (as used in

Section 1.9) another Person comes into control of such other Person or becomes

the owner of substantially all of the assets of such other Person.



     1.3  "Arbitrator" means a patent attorney acceptable to the Parties having

an electrical engineering, computer science or similar background and licensing

experience in the field of telecommunications and experience in alternative

dispute resolution procedures.



     1.4  "Customers" of Licensee are all those to whom Licensee provides

services within the licensed Fields-Of-Use.



     1.5  (a)  "Field-Of-Use" means an activity defined in Exhibit B.



          (b)  "Field-Of-Use License" means a license to make, have made and use

(but not sell, lease or otherwise transfer for use by others, except as

specified herein) products and processes of the Licensed Patents within one or

more specified Fields-Of-Use.  As specified below in detail, the Fields-Of-Use

of this Agreement are Automated Service Bureau, Automated Credit & Calling Card

Authorizations Services, Employment Verification, Government Licensing

Registration, Government Payment Services and Automated Securities Transactions

Fields-Of-Use, as well as the Product, Technical and Sales Support Field-Of-Use

solely to the extent of providing customer service in support of the sale of

Licensee's own products to Licensee's Customers.



     1.6  "Licensed Patents" means all United States and foreign patents listed

in Exhibit A, as well as all United States and foreign patents that have issued

or may issue on applications whose subject matter in whole or in part is

entitled to the benefit of the filing date(s) of any such patents or

applications on which they are based, including, without limitation,

continuations, continuations-in-part, divisions, reissues, reexaminations and

extensions.



     1.7  "Licensed Territories" means the United States and its Territories,

and all other jurisdictions in which one or more of the Licensed Patents have

issued and remain in effect at any time during the term of this Agreement.



     1.8  "Person" means an individual, a corporation, a partnership, an

association, a trust or any other entity or organization, including a government

or political subdivision or any agency or instrumentality thereof.



     1.9  "Subsidiary" means a Person or entity controlled by Licensee; such

control being exercised through the ownership or control, directly or

indirectly, of 50% or more of all the voting power of the shares or other

interests entitled to vote for the election of directors or other governing

authority or, solely in the case of Customers Forever, LLC, 40 % or more of

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