SERVICEMARK, TRADEMARK AND DOMAIN
NAME ASSIGNMENT AGREEMENT

This SERVICEMARK, TRADEMARK AND DOMAIN NAME ASSIGNMENT AGREEMENT (this "Agreement") is made this 7 day of December, 1999 by and between:

Vortexx 2000 LLC dba Tom Dot Com, dba Tonto logical Media, a limited liability company organized and existing under the laws of the State of Nevada, with its offices at 723 S. Casino Center Blvd. 2/nd/ Floor, Las Vegas, Nevada 89101-6716 ("Tom. com"); and

Heyami Limited, an international business company organized and existing under the laws of the British Virgin Islands, with its correspondence address at 22/nd/ Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong ("Heyami").

PREAMBLE

WHEREAS, Tom. com is the registered owner of, and has set forth as Schedule I the domain name "tom. com" and all other domain names consisting of the letter combination "tom" owned by it (other than tom. to) (the "Domain Name");

WHEREAS, Tom. com is the common law proprietor and beneficial owner of a certain service mark/trademark throughout the world, details of which are set out in Schedule II hereto (hereinafter referred to as the "Trademark"), and has made applications in the United States and in the European Union for registration of such trademark, details of which are set forth in Schedule II hereto (hereinafter referred to as the "Trademark Applications"); and

WHEREAS, Tom. com has agreed with Heyami that, for the consideration hereinafter appearing, and subject always to the terms and conditions hereof, Tom. com shall transfer to Heyami all rights in and relating to the Domain Name, and, as beneficial owner, shall assign to Heyami all rights in and relating to the Trademark and the Trademark Applications throughout the world.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements described herein, the Parties agree as follows:

Chapter 1
Assignment of Service mark, Trademark and Transfer of Domain Name

Article 1. Based on and subject to the terms and conditions set forth in this Agreement and for the consideration set forth in Articles 3 and 4 below, Tom. com hereby sells, assigns and transfers to Heyami, and Heyami hereby agrees to purchase from Tom. com, all Tom. com's right, title and interest in and to the Domain Name.

Article 2. Based on and subject to the terms and conditions set forth in this Agreement and for the consideration set forth in Articles 3 and 4 below, Tom. com hereby sells, assigns and transfers to Heyami and Heyami hereby agrees to purchase from Tom. com:

2.1 all the property, right, title and interest in and to the Trademark including all common law rights connected therein together with the goodwill of the business relating to the goods and services in respect of which the Trademark is used and all rights therein at common law;

2.2 all the full benefit of the Trademark and the Trademark Applications including all of the rights Tom. com may have at common law to the intent that upon such Trademark Applications being in order for registration, this Agreement shall operate to vest the same in Heyami as registered proprietor absolutely together with the benefit of any use of the Trademark and the Trademark Application prior to registration; provided, however, that it is distinctly to be understood that Tom. com neither warrants nor guarantees that such registrations will be granted by the respective governmental authorities involved, and

2.3 all rights, both at law and in equity, to maintain and enforce any rights subsisting in the Trademark and Trademark Applications, including but not being limited to commencing and maintaining legal proceedings for passing off or infringement of Trademark or any such similar proceedings in respect of the Trademark and the Trademark Application.

Chapter 2
Consideration; Option; Payment; Record at ion of Transfer

Article 3.

3.1 The consideration (the "Consideration") to be paid by Heyami forth e transfer of the Domain Name and the assignment of the Trademark shall be US$2.5 million. The Consideration shall be paid to the Escrow Agent (as defined in Article 7), who shall release the Consideration pursuant to the terms of the Escrow Agreement (as defined in Article 7) in three installments as follows:

 (i) Upon the satisfaction of the conditions set forth in Article 6, $1.5 million;

 (ii) Upon the receipt by Heyami of evidence satisfactory to Heyami that Network Solutions, Inc. has completed the transfer of the Domain Name to Heyami, $500,000 (the "Transfer Date");

 (iii) On the date that is ninety (90) days after the Transfer Date, $500,000; provided, however, that if within such 90-day period Heyami has received written notice from any third party challenging the transfer of the Domain Name or Heyami's registration or use of the Domain Name (a "Claim"), the provision of Article 3.2 shall apply.

3.2 If, within the 90-day period referred to in Article 3.1, Heyami receives a Claim, Heyami shall have the right to defend or settle such claim with counsel of its own choosing; provided that any settlement must be approved by Tom. com, which approval shall not be unreasonably withheld or delayed. Heyami shall be entitled to apply all or a portion of the$500,000 remaining with the Escrow Agent (representing the third installment of Consideration) to cover Heyami's costs and expenses, including reasonable legal fees, incurred in defending or settling such claim. Immediately after resolution of the Claim, Heyami shall instruct the Escrow Agent to pay the balance of the escrow ed funds, if any, to Tom. com, together with accrued interest thereon from the Closing Date.

3.3 Nothing in this Article 3 shall be deemed to modify or diminish Tom. com's indemnification obligations pursuant to Article 18 of this Agreement.

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