THIS AGREEMENT ("Agreement") is entered into by and between FUSION NETWORKS INC.
(the  "Client") and  PUBLICITY  (the  "Contractor")  on the August 20, 1999 (the
"Effective Date"). NOW,  THEREFORE,  in consideration of the promises and mutual
covenants and agreements set forth herein, the parties agree as follows:

1. Engagement of Services.  Contractor  agrees to perform services for Client as
follows: Content Development for the city of Bogota ("Project").  Contractor may
not  subcontract  or otherwise  delegate its  obligations  under this  Agreement
without  Client's  prior  written  consent.  Contractor  agrees to  perform  the
services  in a  professional  manner  and to  complete  the  Project  by October

2.   Compensation.

2.1  Fees and  Approved  Expenses.  Client  will  pay  Contractor  the fee of U$
100,000.00  for  services  rendered by  Contractor  pursuant to this  Agreement.
Contractor  will not be reimbursed for any expenses  incurred in connection with
the  performance  of services  under this  Agreement,  unless those expenses are
approved  in  advance  and in  writing  by  Client  or  listed  in  Exhibit A as
Reimbursable Expenses.

2.2 Payment  Due.  Client will review the Work  Product  within ( 15 days ) days
after  receiving  it from  Contractor  to  ensure  that  it  meets  the  Project
requirements  stated in Section  1. If Client  does not give  written  notice of
rejection to Contractor within that time period  (describing the reasons for the
rejection in reasonable detail), the Work Product will be deemed to be accepted.
Client will pay  Contractor  for  services  and will  reimburse  Contractor  for
previously approved expenses within ( 15 days ) days after acceptance.

3.  Independent  Contractor  Relationship.  Contractor  and  Client  understand,
acknowledge,  and agree that Contractor's  relationship with Client will be that
of an  independent  contractor  and nothing in this  Agreement is intended to or
should be  construed  to create a  partnership,  joint  venture,  or  employment

4.   Trade Secrets and Confidential Information

4.1 Third-Party  Information.  Contractor represents that his performance of all
of the terms of this  Agreement  does not and will not breach any  agreement  to
keep in confidence proprietary  information,  knowledge or data of a third party
and  Contractor  will not  disclose  to  Client,  or induce  Client to use,  any
confidential or proprietary  information  belonging to third parties unless such
use or disclosure is authorized in writing by such owners.

4.2  Confidential  Information.  Contractor  agrees  during  the  term  of  this
Agreement and thereafter to take all steps reasonably necessary to hold in trust
and  confidence  information  which he knows or has reason to know is considered
confidential by Client  ("Confidential  Information").  Contractor agrees to use
the  Confidential   Information   solely  to  perform  the  Project   hereunder.
Confidential Information includes, but is not limited to, technical and business
information   relating  to  Client's   inventions  or  products,   research  and
development, manufacturing and engineering processes, and future business plans.
Contractor's  obligations  with  respect to the  Confidential  Information  also
extend to any third party's proprietary or confidential information disclosed to
Contractor in the course of providing services to Client.  This obligation shall
not  extend to any  information  which  becomes  generally  known to the  public
without breach of this Agreement.  This obligation shall survive the termination
of this Agreement.

5.   Ownership of Work Product.

5.1  Definition.  "Work  Product"  means the works of  authorship  conceived  or
developed by Contractor while performing the Project services.

5.2 Assignment.  Contractor hereby  irrevocably  assigns,  conveys and otherwise
transfers to Client,  and its  respective  successors  and assigns,  all rights,
title and  interests  worldwide  in an to the Work  Product and all  copyrights,
contract and licensing rights,  and claims and causes of action of any kind with
respect to any of the foregoing,  whether now known or hereafter to become known
(except as stated  otherwise in Section  5.3). In the event  Contractor  has any
rights in and to the Work Product that cannot be assigned to Client,  Contractor
hereby  unconditionally  and  irrevocably  waives  the  enforcement  of all such
rights,  and all claims and causes of action of any kind with  respect to any of
the foregoing against Client, its distributors and customers,  whether now known
or hereafter  to become  known and agrees,  at the request and expense of Client
and its respective  successors and assigns, to consent to and join in any action
to enforce  such  rights and to procure a waiver of such rights from the holders
of such  rights.  In the  event  Contractor  has any  rights  in and to the Work
Product  that  cannot be  assigned  to Client and  cannot be waived,  Contractor
hereby  grants  to  Client,  and  its  respective  successors  and  assigns,  an
exclusive,  worldwide,  royalty-free  license  during  the term of the rights to
reproduce,  distribute,  modify, publicly perform and publicly display, with the
right to sublicense  through  multiple tiers of  sublicensees,  and the right to
assign such rights in and to the Work Product including, without limitation, the
right to use in any way  whatsoever  the Work  Product.  Contractor  retains  no
rights to use the Work  Product  except as stated in Exhibit B and agrees not to
challenge the validity of the copyright ownership by Client in the Work Product.

5.3. Ownership of Components.  Contractor will retain copyright ownership of the
following   components:   ______NONE_______________________________   ("Retained
Components").  However,  Contractor grants to Client a royalty-free,  worldwide,
perpetual,  irrevocable,  nonexclusive  license,  with the  right to  sublicense
through  multiple  tiers of  sublicensees,  to  reproduce,  distribute,  modify,
publicly  perform and publicly  display the Retained  Components on any Web site
operated by or for Client and in marketing material.

5.4 Power of  Attorney.  Contractor  agrees to assist  Client in any  reasonable
manner to obtain and enforce for Client's benefit  copyrights  covering the Work
Product in any and all countries.  Contractor agrees to execute, when requested,
copyright,  or similar  applications  and  assignments to Client,  and any other
lawful  documents  deemed  necessary  by Client to carry out the purpose of this
Agreement. Contractor further agrees that the obligations and undertaking stated
in this Section 5.4 will continue beyond the termination of Contractor's service
to  Client.  If  called  upon to  render  assistance  under  this  Section  5.4,
Contractor  will  be  entitled  to a fair  and  reasonable  fee in  addition  to
reimbursement  of authorized  expenses  incurred at the prior written request of
Client.  In the event that Client is unable for any reason  whatsoever to secure
Contractor's  signature to any lawful and necessary  document  required to apply
for or execute any patent,  copyright or other  applications with respect to any
Work Product,  Contractor hereby irrevocably  designates and appoints Client and
its duly authorized officers and agents as his agents and  attorneys-in-fact  to
act for and in his behalf and  instead of  Contractor,  to execute  and file any
such  application  and to do all other  lawfully  permitted  acts to further the
prosecution  and issuance of copyrights or other similar rights thereon with the
same legal force and effect as if executed by Contractor.

6. Return of Client's Property.  Contractor  acknowledges that Client's sole and
exclusive property includes all documents, such as drawings, manuals, notebooks,
reports,  sketches,  records, computer programs,  employee lists, customer lists
and the like in his custody or  possession,  whether  delivered to Contractor by
Client  or  made  by  Contractor  in the  performance  of  services  under  this
Agreement,  relating to the business  activities  of Client or its  customers or
suppliers and containing  any  information  or data  whatsoever,  whether or not
Confidential Information.  Contractor agrees to deliver promptly all of Client's
property  and all copies of Client's  property  in  Contractor's  possession  to
Client at any time upon Client's request.

7.   Warranties. Contractor represents and warrants that:

     (a) The Work  Product was created  solely by him, his  full-time  employees
     during the  course of their  employment,  or  independent  contractors  who
     assigned  all  right,  title  and  interest  worldwide  in  their  work  to

     (b)  Contractor  is the  owner of all  right,  title  and  interest  in the
     tangible  forms of the Work Product and all  intellectual  property  rights
     protecting  them.  The Work Product and the  intellectual  property  rights
     protecting them are free and clear of all encumbrances,  including, without
     limitation,   security  interests,   licenses,   liens,  charges  or  other

     (c) Contractor has maintained the Work Product in confidence.

     (d) The  use,  reproduction,  distribution,  or  modification  of the  Work
     Product  does not and will not violate  the rights of any third  parties in
     the Work Product including, but not limited to, copyrights,  trade secrets,
     trademarks, publicity and privacy.

     (e) The Work Product is not in the public domain.

     (f)  Contractor  has full power and  authority  to make and enter into this

8. Indemnification.  Contractor agrees to defend,  indemnify,  and hold harmless
Client, their officers, directors, sublicensees,  employees and agents, from and
against any claims, actions or demands,  including without limitation reasonable
legal  and  accounting  fees,  alleging  or  resulting  from the  breach  of the
warranties in Section 7. Client shall provide  notice to Contractor  promptly of
any such claim, suit, or proceeding and shall assist Contractor, at Contractor's
expense, in defending any such claim, suit or proceeding.

9.  General  Provisions.  This  Agreement  will be governed by and  construed in
accordance  with the laws of the  United  States  and the  State of  Florida  as
applied to  agreements  entered  into and to be performed  entirely  within that
state between residents of that state. This Agreement, including any Exhibits to
this Agreement, constitutes the entire agreement between the parties relating to
this subject matter and supersedes  all prior or  simultaneous  representations,
discussions,   negotiations,  and  agreements,  whether  written  or  oral.  The
Agreement  may not be  modified  except  by  written  instrument  signed by both
parties.  No term or provision hereof will be considered waived by either party,
and no breach  excused  by either  party,  unless  such  waiver or consent is in
writing  signed on behalf of the party  against whom the waiver is asserted.  No
consent  by either  party to, or waiver  of, a breach by either  party,  whether
express or implied,  will  constitute a consent to,  waiver of, or excuse of any
other,  different,  or  subsequent  breach by either party.  Contractor  may not
assign its rights or obligations  arising under this Agreement  without Client's
prior written consent.  Client may assign its rights and obligations  under this
Agreement.  This  Agreement  will be for the benefit of Client's  successors and
assigns,  and will be binding on Contractor's  heirs, legal  representatives and
permitted  assignees.  If any dispute arises between the parties with respect to
the matters  covered by this  Agreement  which leads to a proceeding  to resolve
such  dispute,  the  prevailing  party in such  proceeding  shall be entitled to
receive its reasonable  attorneys' fees,  expert witness fees and  out-of-pocket
costs  incurred in  connection  with such  proceeding,  in addition to any other
relief  to  which  it  may  be  entitled.   All  notices,   requests  and  other
communications required to be given under this Agreement must be in writing, and
must be mailed by  registered  or  certified  mail,  postage  prepaid and return
receipt  requested,  or  delivered  by hand to the party to whom such  notice is
required or permitted to be given.  Any such notice will be  considered  to have
been given when  received,  or if mailed,  five (5)  business  days after it was
mailed,  as evidenced by the postmark.  The mailing address for notice to either
party will be the address shown on the signature page of this Agreement.  Either
party may change its mailing address by notice as provided by this Section.  The
following provisions shall survive termination of this Agreement: Sections 4, 5,
6, 7 and 8.

This Agreement is effective as of September 02, 1999.

    By:                                By:

    Typed name : Enrique Bahamon       Typed name : Alejandro Estrada

    Title : CFO                        Title : Manager

    Address : 8115 N.W. 29 St.         Address : Cra. 9 No. 89 -19
    Miami, Fl. 33122                   Bogota, Colombia 

Basic Info X:

Type: Copyright Development and Transfer Agreement
Date: Dec. 17, 1999
State: Delaware

Other info:


  • August 20 , 1999
  • October 12,1999
  • 15 days days
  • September 02 , 1999


  • Confidential Information 4.1 Third-Party Information
  • Enrique Bahamon Typed


  • United States
  • State of Florida
  • Miami
  • Bogota
  • Colombia


  • $ 100,000.00


  • Alejandro Estrada