Master Distribution and Partnership Agreement


This Agreement is entered into this 12th day of September 2001 by and between
E-City Software, Inc., a Nevada corporation ("E-City")
and Orion Technology Inc., an Ontario, Canada corporation ("Orion").


Preamble

E-City is a software development company specializing in interactive city maps
for the Internet. Orion is a Geographic Information Systems (GIS) consultancy
that specializes in developing Internet Applications that incorporate Web-GIS.
E-City has developed a 3D mapping technology for depicting cities on the
Internet and on CD ROM ("3D Technology"), including without limitation its 3D
Technology product known as 3D CityMap. The two parties wish to jointly market
this 3D Technology across Ontario, Canada and the Gulf States, which consist of
Oman, Qatar, Kuwait, United Arab Emirates, Bahrain and Saudi Arabia.


     1.  Distributor.   E-City  desires  to  appoint  Orion  and  Orion  accepts
appointment   hereby  as  E-City's   Sole  and  Exclusive   Distributor   ("Sole
Distributor") in Ontario,  Canada and the Gulf States.  Sole  Distributor  shall
mean that Orion shall be the only party able to distribute  any E-City  products
("Products")  in the Field of  Ontario,  Canada and the Gulf  States.  This Sole
Distributor  in the Field  means that Orion  shall be the only  distributor  for
E-City products for (1) sales in the Field; (2) sales to companies or subsidiary
or branch  offices  located in the Field for use primarily or exclusively in the
Field market;  (3) sales to any company where the license or sale of the product
is intended  exclusively or primarily for a business or consumer audience in the
Field;  (4)  any  sale  which  permits  the  resale  of the  Product  under  any
circumstance noted in subsections 1-3 above. In addition,  any sales outside the
Field which E-City consents to let Orion make on a non-exclusive  basis shall be
considered  sales in the Field  only for the  purpose  of the  section  entitled
Revenue Share below.

     2.  Pricing.  Orion shall offer the Products for sale  pursuant to the most
current retail prices supplied by E-City to Orion in writing by E-City from time
to time  ("Price  List")  and shall not  deviate  in any way from the Price List
without the express written  permission of E-City. An initial price list and all
further price lists  inclusive of the payment terms shall be drawn up jointly by
the parties.  The current  price list is Schedule A attached to this  Agreement.
Payment  terms that vary at all from the  permitted  payment terms for customers
supplied in writing by E-City to Orion ("Payment Terms") shall also be approved,
in  advance  and in  writing,  by  E-City.  E-City  undertakes  to decide on any
proposal made by Orion for a price  quotation to customers  within three working
days from the receipt thereof and to inform Orion of the decision in writing.

<PAGE>

     3. Revenue Share.  For any sales of any Products in the Field,  Orion shall
receive  30% of the  pre-tax  amounts  received  for such  sales  when  actually
collected  from the customer and E-City shall  receive the  remaining 70% of the
pre-tax amount. Orion will forward the applicable taxes (P.S.T and G.S.T) to the
appropriate  government  authorities.  Any refunds or returns shall be repaid to
the customer by each party according to the above  percentage.  In the case of a
sale  outside the Field which  involves  the use of Products  which were jointly
developed by Orion and E-City or which  involves the licensing of Products which
were created for  customers in the Field or which  involve  cities in the Field,
Orion shall receive 30% of any revenue  derived from such a license or use which
would  be  attributable  to the  Products  from the  Field.  In the  event  that
ascertaining the revenue attributable to products in the Field is unclear by the
terms of a license or use,  and the parties  cannot agree on a  methodology  for
such attribution, then the percentage of revenue attributable to the Field shall
be no less  than 15% of the  licensing  revenue  from any  license  or use which
involves Products in the Field ("Additional Revenue").

     4. Costs and Expenses.  Each party shall bear its own costs and expenses in
connection  with  the  negotiation,   implementation  and  performance  of  this
Agreement  and neither party shall be obligated to reimburse the other party for
any expenses  incurred in connection  with the  performance  of this  Agreement.
Specifically  and  without  limitation,  each party shall bear its own costs and
expenses  incurred in connection with performance of the activities to which the
respective party is obliged pursuant to the schedule of services as described in
Schedule B hereto. Provided,  however, that E-City agrees to reimburse Orion for
up to $100,000 CDN in actual  amounts  scheduled to be spent in  furtherance  of
Schedule B, such sums to be delivered to Orion , 50% in cash and  remaining  50%
in cash or marketable securities at E-City's option, no later than 120 days from
the execution of this Agreement.

     5. Term. The Term of this Agreement shall be five years,  provided  however
that for any sales in the Field  that occur  during  the Term of this  contract,
Orion  shall  continue  to receive the revenue  share  percentage  described  in
Section 3 as long as such customers continue to purchase or License any products
from E-City.  However, the Additional Revenue shall not continue beyond the Term
unless this Agreement is renewed for a further mutually agreed Term.

     6.  Exclusivity.  In the event that Orion fails to secure at least $100,000
CDN in Sales or Sales in this  amount  secured  by  appropriate  contracts  (the
aggregate  payment  amounts  of  contracts  over  their  term)  by the 12  month
anniversary  of the date  hereof,  then E-City  may,  at its option,  seek other
distributors  in the Field and Orion  would no longer be the Sole and  Exclusive
Distributor  in the  Field.  Expiration  of this  Agreement  will not affect the
validity of any license sold to customers.

<PAGE>

     7. No  Interference.  Both  parties  agree  that they  shall do  nothing to
interfere with any partnership, financing, or sale of the other party's company,
and shall sign all  instruments  and give all  consents  necessary  to the same,
provided that any new controlling shareholder,  acquirer, successor in interest,
etc. shall be obligated to fulfil the commitments  contained herein.  The rights
and   responsibilities   contained  herein  shall  be  fully   transferable  and
assignable,  unless  specifically  prohibited herein,  though such assignment or
transfer shall not relieve either party for any responsibility hereunder.

     8. Miscellaneous.  This contract shall be constructed under the laws of the
Province of Ontario,  Canada. No modification of the agreement and no subsidiary
agreement shall be effective unless made in writing.

     9.  Severability.  If any  provision of this  Agreement is found invalid or
unenforceable  the other  provisions of this Agreement will remain in full force
and effect. The parties agree to replace the invalid or unenforceable  provision
with a valid one which comes as close as possible to the economic  intent of the
replaced provision.



Accepted and Agreed to this...
Orion Technology Inc., an Ontario corporation


X       /s/ Shafik Jiwani                        September 12, 2001
        -----------------------------           ----------------------
         Shafik Jiwani, Vice-President                 Date


Accepted and Agreed to this ...
E-City Software, Inc., a Nevada corporation


X       /s/ Anis Jessa                          September 12, 2001
     -----------------------------------        --------------------
     Anis Jessa, Chief Executive Officer                Date


<PAGE>

                              Schedule A

This Schedule is in accordance with the terms and conditions of Master
Distribution and Partnership Agreement signed between Orion Technology Inc.
(Orion), and E-City Software, Inc. (E-City).

     1. Orion shall have the discretion to sell the E-City "3D  Technology"  (3D
CartoGRAPHICS)  product to any  municipality  for a monthly license amount of no
less than $2000 CDN per month, for cities of up to population  250,000 and for a
term of no less than one year.  For larger  cities,  Orion  should  consult with
E-City.

     2. Orion will  communicate with the client and arrange for client to sign a
license agreement with E-City.


X       /s/ Shafik Jiwani                        September 12, 2001
        -----------------------------           ----------------------
         Shafik Jiwani, Vice-President                 Date


Accepted and Agreed to this ...
E-City Software, Inc., a Nevada corporation


X       /s/ Anis Jessa                          September 12, 2001
     -----------------------------------        --------------------
     Anis Jessa, Chief Executive Officer                Date





<PAGE>


                            Schedule B

This Schedule is in accordance with the terms and conditions of Master
Distribution and Partnership Agreement signed between Orion Technology Inc.
(Orion), and E-City Software, Inc. (E-City).


Responsibilities:

Orion's responsibilities are:

Hire, supervise and support one full-time marketing person who sells E-City
products.  This person shall be given office space, telephone, normal employee
benefits and have their reasonable travel expenses for sales supplied by Orion.

Orion shall field all calls regarding E-City products from customers in the
Field.

Shafik and Zul Jiwani, and other Orion personnel as necessary, shall contribute
the time and management skills necessary to advance the goals of the Agreement
without additional compensation.

Zul Jiwani will travel to the Middle East and make efforts to sell the product
in that region.

To support customers during and after installation of the product.


E-City's responsibilities are:

To contribute payments referred to in Section 4 of the Agreement.

To respond promptly to pricing requests from Orion.

To deliver customer orders to Orion in a prompt and workman like fashion.

To refer all sales inquiries in the Field to Orion.

To provide Orion with updated "3D Technology" (3D CartoGRAPHICS) data annually,
for each client in the Field.  Such updated data will be provided for all
clients on September 1st of each year according to the following procedures:

-        If Agreement with Client for licensing "3D Technology"
         (3D CartoGRAPHICS) is dated April 1st or earlier then E-City will
         provide first update on September 1st the same year and subsequent
         updates on September 1st every year during the period that the
         Agreement remains in force. However, if Agreement is dated after April
         1st then E-City will provide first update on September 1st the
         following year and subsequent updates on September 1st every year
         during the period that the Agreement is in force.

-        To enable E-City to develop updated "3D Technology" (3D CartoGRAPHICS)
         data for a client, Orion will obtain a copy of latest parcel fabric and
         street network data from the client, by June 1st, and deliver it to
         E-City.  E-City will schedule its staff to visit client site and
         acquire all necessary imagery and associated data required to develop
         and deliver new updated "3D Technology" (3D CartoGRAPHICS) data.

-        E-City will deliver new updated "3D Technology" (3D CartoGRAPHICS) data
         (covering complete geographic area of the client) for each client on
         September 1st of each year.

-        E-City will bear all costs associated with developing and delivering
         updates.




X       /s/ Shafik Jiwani                        September 12, 2001
        -----------------------------           ----------------------
         Shafik Jiwani, Vice-President                 Date


Accepted and Agreed to this ...
E-City Software, Inc., a Nevada corporation


X       /s/ Anis Jessa                          September 12, 2001
     -----------------------------------        --------------------
     Anis Jessa, Chief Executive Officer                Date

Source: OneCLE Business Contracts.