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Agreement - E-City Software Inc. and Josef Keller Verlag GmbH & Co. Verlags-KG

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Agreement


This Agreement is entered into between E-City Software, Inc., a Nevada
corporation ("E-City") and Josef Keller Verlag GmbH & Co. Verlags-KG, a limited
liability entity under the laws of Germany ("Keller Verlag") on this thirteenth
day of December, 2000 in Munich, Germany.

Preamble

E-City is a software development company specializing in interactive city maps
for the Internet. Keller Verlag is a publishing company that specializes in
telephone directories, music and which also has an Internet development and
Internet publishing capability. E-City has developed a 3D mapping technology for
depicting cities on the Internet and on CD ROM ("3D Technology"). The two
parties wish to jointly develop and market this 3D Technology for ten cities
across Germany and eventually for an unspecified number of cities across Europe.
To further this joint development, and in a spirit of good faith, friendship and
mutual cooperation, the parties agree as follows:

1. City Builds. E-City agrees to build ten interactive cities guides to German
   cities using its 3D Technology. The first city will be Munich, Germany.
   Keller Verlag will specify the other nine cities to be built by E-City over
   the course of this Agreement by May 15, 2001. The parties will meet and
   explore a schedule for building other European cities.
2. Costs. E-City will build each city for a cost of $100,000 USD per city. The
   parties agree that they will cooperate to achieve any cost savings possible
   and that this price can be adjusted at the end of January by mutual agreement
   as the actual costs of developing German cities becomes known. Keller Verlag
   will bear $25,000 of costs for the first city, Munich Germany and E-City will
   bear the balance of costs for Munich ("Munich Build"). Keller Verlag will
   release this $25,000 immediately upon conclusion of the aerial filming of
   Munich by E-City personnel. For the subsequent nine cities to be developed,
   Keller will bear the cost of $100,000 per city or whatever adjusted price is
   agreed to between the parties on a later date. Any such payments made by
   Keller Verlag are subject to the Parties agreeing on payment terms that are
   acceptable to Keller Verlag in its sole judgment.
3. Exclusivity. Keller Verlag will be the exclusive distributor of E-City
   products in Europe during the course of this Agreement. This includes
   European, North American and other products that E-City has developed or will
   develop over the course of this Agreement. The parties will negotiate in good
   faith to determine the nature, terms and pricing of such distribution in
   Europe.
4. Marketing.  E-City and Keller will work together to determine a pricing
   strategy and marketing strategy as well as any revenue sharing
   arrangements between them with respect to E-City products.
5. Exit. Keller Verlag may exit and be released from any obligations under this
   Agreement, except for the obligation to pay $25,000 for the Munich Build, if
   Keller Verlag determines that proceeding with further city builds in Germany
   or Europe will not be commercially viable. Keller must notify E-City of its
   intention to cancel under this provision in writing by May 15, 2001. If
   Keller Verlag cancels this agreement under this section, the exclusivity in
   section 3 of this Agreement shall also be cancelled. Keller Verlag would then
   be granted the license by E-City at no further cost to Keller Verlag to use
   the Munich Build for its own Munich portals. Keller and E-City would
   cooperate to market paper map products or other products to help the parties
   recoup their costs in the development of the Munich Build. If the parties
   cannot agree on a mutually acceptable marketing and distribution strategy for
   Europe by May 15, 2001, E-City can cancel its exclusivity obligations in
   section three of this Agreement with respect to Europe.
6. Miscellaneous.  This contract shall be constructed under the laws of
   Germany and shall be under the jurisdiction of German courts.

Accepted and Agreed to this 13th of December, 2000


Keller Verlag Gmbh, a German limited liability entity

X /s/ Patrick Keller
Patrick Keller, General Manager

/s/ Werner Oehring
Werner Oehring, General Manager


E-City Software, Inc., a Nevada corporation

X /s/ Anis Jessa
Anis Jessa, Chief Executive Officer

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