License And Services Agreement - VERSUS Technologies Inc., VERSUS Brokerage Services Inc. and E*TRADE Group Inc.

               [* INDICATES THAT MATERIAL HAS BEEN OMITTED AND CONFIDENTIAL
               TREATMENT HAS BEEN REQUESTED THEREFOR.  ALL SUCH OMITTED MATERIAL
               HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO RULE 24b-2.]