This License Agreement (this "Agreement") is made and entered into as of

May 16, 2003, by and between IRIS NETWORKS, a California corporation

("Buyer"), and PacketPort.com, a Nevada corporation ("Seller").



                             RECITALS



     A.   Prior to the date hereof, Seller has been engaged in the business

of designing, developing, manufacturing, selling, licensing, distributing and

supporting certain computer peripheral hardware and software Internet protocol

("IP") telephony solutions and services, including IP switching gateway, SS7

server, soft central office and call agent products (such business, excluding

all business and business activities relating to Seller's Integrated Access

Device, is referred to in this Agreement as the "SCO Business").



     B.   Buyer (as assignee of Themis Computer) and Seller are parties to

an Asset Purchase Agreement dated as of April 25, 2003 (the "Asset Purchase

Agreement") pursuant to which, effective as of the date of this Agreement,

Buyer has purchased from Seller, and Seller has sold to Buyer, certain assets

of the SCO Business, including all intellectual property rights and assets

used or held for use by Seller in the conduct of the SCO Business, all on the

terms and subject to the conditions set forth in the Asset Purchase Agreement.



     C.   Seller desires to obtain from Buyer a license to certain products

of the SCO Business in order to enable Seller to offer certain packet

telephony voice services to its customers from and after the date hereof, all

on the terms and subject to the conditions set forth herein.



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

covenants of the parties hereinafter expressed, it is hereby agreed as

follows:



                         ARTICLE 1.

                   DEFINITIONS AND CONSTRUCTION



     1.1  Definitions.  The following capitalized terms shall have the

meanings set forth below:



           (a)  "Affiliate" of any entity shall mean any person

or entity directly or indirectly controlling, controlled by or under common

control with such entity.  For purposes of this definition, the term

"controlling," "is controlled by," or "is under common control with" shall

mean the ownership and control, direct or indirect, of more than 10% of the

outstanding voting interests of such person or entity.



           (b)  "Bug Fixes" shall mean maintenance releases, service patches

and error corrections  for the Licensed Products.



           (c)  "Customers" shall mean those individual end user

subscribers that receive, from Seller or Seller Affiliates, telephony services

that Seller or Seller Affiliates provide by utilizing the Licensed Products.

Seller shall not be permitted to utilize any of the Licensed Products except

as part of a service offering by Seller or Seller Affiliates to Customers in

accordance with the terms, conditions and provisions contained in this

Agreement.



           (d)  "Derivative Works" shall mean derivative works

of the source code of the Licensed Products and the documentation for such

derivative works, as the term is defined in Title 17, United States Code,

Section 101.



           (e)  "Field of Use" shall mean, with respect to the

Licensed Products, use by Seller or Seller Affiliates, and not by any third

party, on a hardware platform or platforms owned solely by Seller or Seller

Affiliates to provide IP telephony services, as a hosted services provider, to

Customers.



           (f)  "Intellectual Property Rights" mean any and all

(by whatever name or term known or designated) tangible and intangible and now

known or hereafter existing (a) rights associated with works of authorship

throughout the universe, including, without limitation, all exclusive

exploitation rights, copyrights, neighboring rights, moral rights, and mask-

works, (b) trademark, trade dress, and trade name rights and similar rights,

(c) trade secret rights, (d) patents, designs, algorithms, and other

industrial property rights, (e) all other intellectual and industrial property

and proprietary rights (of every kind and nature throughout the universe and

however designated), whether arising by operation of law, contract, license,

or otherwise, and (f) all registrations, applications, renewals, extensions,

continuations, divisions, or reissues thereof now or hereafter in force

throughout the universe.



           (g)  "Internet Service Provider" or "ISP" shall mean

an entity that provides customers with access (by way of dial up, DSL, cable

modem, ISDN, T1 or other generally available means) to all generally

accessible locations (urls) and services on the Internet.



           (h)  "Licensed Products" shall mean the products

known as of the date of this Agreement as (1) the DataCrate SCO Database;

(2) the DataCrate Call Agent, and (3) the DataCrate Gateway, as such products

exist on the date of this Agreement.



           (i)  "Seller Affiliate" shall mean an Affiliate of

Seller that is not an ISP (Internet Service Provider) or an equipment

manufacturer, and that is providing IP telephony services, as a hosted

services provider, to Customers; provided, however, that for purposes of this

Agreement and the licenses granted to Seller hereunder and for no other

purpose whatsoever, each of the following entities (collectively, the

"Designated Entities") shall be deemed to be a "Seller Affiliate" even though

it is not an Affiliate of Seller so long as it is (1) not an ISP or an

equipment manufacturer and (2) providing IP telephony hosted services, as a

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