Docstoc

By-laws - ECHO METRIX, INC. - 5-22-2002

Document Sample
By-laws - ECHO METRIX, INC. - 5-22-2002 Powered By Docstoc
					EXHIBIT (2)(b) BY-LAWS OF SearchHelp, Inc. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. - The registered office shall be established and maintained at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at that address is Corporation Service Company. SECTION 2. OTHER OFFICES. - The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS SECTION 1. ANNUAL MEETINGS. - Annual Meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting. SECTION 2. OTHER MEETINGS. - Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3. VOTING. - Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be elected by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware. A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. SECTION 4. QUORUM. - Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof. SECTION 5. SPECIAL MEETINGS. - Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors. SECTION 6. NOTICE OF MEETINGS. - Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor 2

more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat. SECTION 7. ACTION WITHOUT MEETING. - Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE III DIRECTORS SECTION 1. NUMBER AND TERM. - The number of directors constituting the whole board of directors initially shall be four (4). The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be stockholders. SECTION 2. RESIGNATIONS. - Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective. SECTION 3. VACANCIES. - If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen. SECTION 4. REMOVAL. - Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote. Unless the Certificate of Incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified Board of Directors only for cause. If the Certificate of Incorporation provides for cumulative voting and if less than the entire board is to be removed, no 3

director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which he is a part. If the holders of any class or series are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, these provisions shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. SECTION 5. INCREASE OF NUMBER. - The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify. SECTION 6. POWERS. - The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders. SECTION 7. COMMITTEES. - The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation; and, unless the resolution, these By-Laws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. 4

SECTION 8. MEETINGS. - The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors. Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days' notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. SECTION 9. QUORUM. - A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be adjourned. SECTION 10. COMPENSATION. - Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor. SECTION 11. ACTION WITHOUT MEETING. - Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee. 5

ARTICLE IV OFFICERS SECTION 1. OFFICERS. - The officers of the corporation shall be a President, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualify. In addition, the Board of Directors may elect a Chairman, one or more Vice Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person. SECTION 2. OTHER OFFICERS AND AGENTS. - The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. SECTION 3. CHAIRMAN. - The Chairman of the Board of Directors, if elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors. SECTION 4. PRESIDENT. - The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or nonelection of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer. SECTION 5. VICE PRESIDENT. - Each Vice President, if elected, shall have such powers and shall perform such duties as shall be assigned to him by the directors. SECTION 6. TREASURER. - The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors. 6

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe. SECTION 7. SECRETARY. - The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same. SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. - Assistant Treasurers, and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors. ARTICLE V MISCELLANEOUS SECTION 1. CERTIFICATES OF STOCK. - Certificates of stock, signed by the Chairman or Vice Chairman of the Board of Directors, if they be elected, President or Vice President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. Any or all of the signatures may be facsimiles. SECTION 2. LOST CERTIFICATES. - A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate. 7

SECTION 3. TRANSFER OF SHARES. - The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made or collateral security, and not absolutely, it shall be so expressed in the entry of the transfer. SECTION 4. STOCKHOLDERS RECORD DATE. - In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 5. DIVIDENDS. - Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation. SECTION 6. SEAL. - The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL DELAWARE." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. SECTION 7. FISCAL YEAR. - The fiscal year of the corporation shall be determined by resolution of the Board of Directors. 8

SECTION 8. CHECKS. - All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors. SECTION 9. NOTICE AND WAIVER OF NOTICE. - Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. SECTION 10. INDEMNIFICATION. - The Company shall, to the fullest extent permitted by the provisions of "145 of the General Corporation Law of Delaware, as the case may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. ARTICLE VI AMENDMENTS These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or ByLaws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Laws to be made, be contained in the notice of such special meeting. 9

EXHIBIT 3(a) CUSIP THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER AND ARE GOVERNED BY AND ARE SUBJECT TO THAT CERTAIN WARRANT AGREEMENT, DATED AS OF , 2002, A COPY OF SUCH WARRANT AGREEMENT WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. REDEEMABLE COMMON STOCK PURCHASE CLASS A WARRANT SEARCHHELP, INC. VOID AFTER DECEMBER 31, 2007
No. ------------Shares ----------

THIS CERTIFIES that, for value received, (including -------------------------

any permitted transferee, the "Holder"), is entitled to subscribe for and purchase from SearchHelp, Inc., a Delaware corporation (the "Company"), upon the terms and conditions set forth herein, at any time from the date hereof to any time before 5:00 P.M. on December 31, 2007, New York, New York time (the "Exercise Period"), the number of shares specified above of the Company's common stock, $0.0001 par value per share (the "Common Stock"), at an exercise price equal to $.75 per Share (the "Exercise Price"). As used herein, the term "this Warrant" shall mean and include this Warrant and any Warrant or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part. This Warrant may be exercised during the Exercise Period, as to the whole or any lesser number of whole shares of common stock of the Company (the "Shares"), by the surrender of this Warrant (with the executed form of election to purchase attached hereto) to the Company, or at such other place as is designated in writing by the Company, together with cash or a certified or bank cashier's check payable to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Shares for which this Warrant is being exercised, plus transfer taxes, if any. Upon each exercise of the Holder's rights to purchase Shares, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Shares shall not then have been actually delivered to the Holder. As soon as practicable after each such exercise of this Warrant, the Company shall issue and deliver to the Holder a certificate or certificates for the Shares issuable upon such exercise, registered in the name of the Holder or its designee. If this Warrant should be

exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Shares (or portions thereof) subject to purchase hereunder. The Company may, subject to the conditions set forth in the Warrant Agreement, redeem this Warrant at any time, by providing the Holder with the time, manner and place of redemption by first class or registered mail, postage prepaid, at the address for such Holder last shown on the records of the transfer agent, given within thirty (30) days, after the occurrence of a "Redemption Event". A Redemption Event shall be the fifth consecutive trading day upon which the Common Stock has been trading at $1.50 per share, determined by taking the average between the "bid" and the "ask" price of the Common Stock on each such day, at a price of $.001 per number of Shares which may be purchased by this Warrant, plus any dividends declared but unpaid thereon, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant (and upon surrender of any Warrant if mutilated), including an affidavit of the Holder that this Warrant has been lost, stolen, destroyed or mutilated, together with an indemnity against any claim that may be made against the Company on account of such lost, stolen, destroyed or mutilated Warrant, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor, and denomination. The Holder of this Warrant shall not be entitled to any rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to attend or receive any notice of meetings of stockholders or any other proceedings of the Company, except as provided in the Warrant Agreement. This Warrant is issued under and in accordance with the Warrant Agreement dated as of , 2002 between the Company and American Stock Transfer & Trust Company (the "Warrant Agreement") and subject to the terms and provisions contained in said Warrant Agreement, to all of which terms and provisions the Holder consents by acceptance hereof. Any capitalized terms not defined in this Warrant shall have the meaning attributed to them in the Warrant Agreement. This Warrant shall be construed in accordance with the laws of the State of New York applicable to contracts made and performed within such State, without giving effect to conflicts of law principles. -2-

This Warrant may be amended only by a written instrument executed by the Company and the Holder hereof. Any amendment shall be endorsed upon this Warrant, and all future Holders shall be bound thereby. Dated: SEARCHHELP, INC. By: Name: William Bozsnyak Title: President [Seal] Debbie Seaman, Secretary -3-

FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the
attached Warrant.) FOR VALUE RECEIVED, --------------------------transfers unto -----------------------------------------------------------------------------------------------------------------------------------------------(Print Name, Address and Social Security Number or Tax Identification Number) a Warrant to purchase shares of Common Stock, par value $0.0001 per ------------hereby sells, assigns, and

share, of SearchHelp, Inc. (the "Company"), together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint attorney to transfer such Warrant on the books of the Company, with full power of substitution. Dated: (Signature) (Signature Guarantee) NOTICE The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever. -4-

To: SearchHelp, Inc. 1055 Stewart Avenue Bethpage, NY 11714 ELECTION TO EXERCISE The undersigned hereby exercises his or its rights to purchase Shares covered by the within Warrant and tenders payment herewith in the amount of $ in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:

(Print Name, Address and Social Security Number or Tax Identification Number) and, if such number of Shares shall not be all the Shares covered by the within Warrant, that a new Warrant for the balance of the Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below. Dated: Name: (Print) Address: (Signature) (Signature Guarantee) -5-

EXHIBIT 3(b) CUSIP THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED UNDER AND ARE GOVERNED BY AND ARE SUBJECT TO THAT CERTAIN WARRANT AGREEMENT, DATED AS OF , 2002, A COPY OF SUCH WARRANT AGREEMENT WILL BE FURNISHED BY THE COMPANY TO ---- THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. REDEEMABLE COMMON STOCK PURCHASE CLASS B WARRANT SEARCHHELP, INC. VOID AFTER DECEMBER 31, 2009 No. Shares THIS CERTIFIES that, for value received, (including any permitted transferee, the "Holder"), is entitled to subscribe for and purchase from SearchHelp, Inc., a Delaware corporation (the "Company"), upon the terms and conditions set forth herein, at any time from the date hereof to any time before 5:00 P.M. on December 31, 2009, New York, New York time (the "Exercise Period"), the number of shares specified above of the Company's common stock, $0.0001 par value per share (the "Common Stock"), at an exercise price equal to $1.75 per Share (the "Exercise Price"). As used herein, the term "this Warrant" shall mean and include this Warrant and any Warrant or Warrants hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part. This Warrant may be exercised during the Exercise Period, as to the whole or any lesser number of whole shares of common stock of the Company (the "Shares"), by the surrender of this Warrant (with the executed form of election to purchase attached hereto) to the Company, or at such other place as is designated in writing by the Company, together with cash or a certified or bank cashier's check payable to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Shares for which this Warrant is being exercised, plus transfer taxes, if any. Upon each exercise of the Holder's rights to purchase Shares, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the transfer books of the Company shall then be closed or certificates representing such Shares shall not then have been actually delivered to the Holder. As soon as practicable after each such exercise of this Warrant, the Company shall issue and deliver to the Holder a certificate or certificates for the Shares issuable upon such exercise,

registered in the name of the Holder or its designee. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the Shares (or portions thereof) subject to purchase hereunder. The Company may, subject to the conditions set forth in the Warrant Agreement, redeem this Warrant at any time, by providing the Holder with the time, manner and place of redemption by first class or registered mail, postage prepaid, at the address for such Holder last shown on the records of the transfer agent, given within thirty (30) days, after the occurrence of a "Redemption Event". A Redemption Event shall be the fifth consecutive trading day upon which the Common Stock has been trading at $2.50 per share, determined by taking the average between the "bid" and the "ask" price of the Common Stock on each such day, at a price of $.001 per number of Shares which may be purchased by this Warrant, plus any dividends declared but unpaid thereon, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant (and upon surrender of any Warrant if mutilated), including an affidavit of the Holder that this Warrant has been lost, stolen, destroyed or mutilated, together with an indemnity against any claim that may be made against the Company on account of such lost, stolen, destroyed or mutilated Warrant, and upon reimbursement of the Company's reasonable incidental expenses, the Company shall execute and deliver to the Holder a new Warrant of like date, tenor, and denomination. The Holder of this Warrant shall not be entitled to any rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to attend or receive any notice of meetings of stockholders or any other proceedings of the Company, except as provided in the Warrant Agreement. This Warrant is issued under and in accordance with the Warrant Agreement dated as of , 2002 between the Company and American Stock Transfer & Trust Company (the "Warrant Agreement") and subject to the terms and provisions contained in said Warrant Agreement, to all of which terms and provisions the Holder consents by acceptance hereof. Any capitalized terms not defined in this Warrant shall have the meaning attributed to them in the Warrant Agreement. This Warrant shall be construed in accordance with the laws of the State of New York applicable to contracts made and performed within such State, without giving effect to conflicts of law principles. -2-

This Warrant may be amended only by a written instrument executed by the Company and the Holder hereof. Any amendment shall be endorsed upon this Warrant, and all future Holders shall be bound thereby. Dated: SEARCHHELP, INC. By: Name: William Bozsnyak Title: President [Seal] Debbie Seaman, Secretary -3-

FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the
attached Warrant.) FOR VALUE RECEIVED, hereby sells, assigns, and transfers unto ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------(Print Name, Address and Social Security Number or Tax Identification Number) a Warrant to purchase ----------shares of Common Stock, par value $0.0001 per

share, of SearchHelp, Inc. (the "Company"), together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint attorney to transfer such Warrant on the books of the Company, with full power of substitution. Dated: (Signature) (Signature Guarantee) NOTICE The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever. -4-

To: SearchHelp, Inc. 1055 Stewart Avenue Bethpage, NY 11714 ELECTION TO EXERCISE The undersigned hereby exercises his or its rights to purchase Shares covered by the within Warrant and tenders payment herewith in the amount of $ in accordance with the terms thereof, and requests that -------------certificates for such securities be issued in the name of, and delivered to:

(Print Name, Address and Social Security Number or Tax Identification Number) and, if such number of Shares shall not be all the Shares covered by the within Warrant, that a new Warrant for the balance of the Shares covered by the within Warrant be registered in the name of, and delivered to, the undersigned at the address stated below. Dated: Name: (Print) Address: (Signature) (Signature Guarantee) -5-

EXHIBIT (4) SUBSCRIPTION AGREEMENT To: SearchHelp, Inc. The undersigned, (print name(s)) hereby acknowledges receipt of the prospectus, dated [ ], of SearchHelp, Inc. (the "Company") and subscribes for the following number of units, each consisting of one (1) share of common stock of the Company, one (1) warrant to purchase one (1) share of common stock of the Company at a purchase price of $.75 per share, and one (1) warrant to purchase one (1) share of common stock of the Company at a purchase price of $1.75 per share ("Unit"); of the Company upon the terms and conditions set forth therein:
Number of Units: ---------------All Subscriptions are subject to acceptance by the Company, to availability, and to certain other conditions, and any subscription may be declined in whole or in monies without interest.

Price Per Unit:

$.50

Payment Enclosed $ (a minimum investment requirement of $2,500 or 5,000 units) Payment Instructions: PAYMENT BY WIRE (If wiring funds, please give this page to your bank) Your bank should wire transfer only U.S. dollars via Fedwire to: HSBC Bank 50 Audrey Avenue Oyster Bay, NY 11771 ABA #021001088 Account #945703180 IMPORTANT: 1) PLEASE HAVE YOUR BANK IDENTIFY ON THE WIRE TRANSFER THE NAME OF THE INTENDED INVESTOR. 2) WE RECOMMEND THAT YOUR BANK CHARGE ITS WIRING FEES SEPARATELY SO THAT AN EVEN AMOUNT MAY BE INVESTED. PAYMENT BY CHECK If payment is in check form, it must be in` U.S. dollars made payable to "SearchHelp, Inc. Escrow Account" and sent to: HSBC Bank, 50 Audrey Avenue, Oyster Bay, NY 11771.

THIS PAGE FOR CALIFORNIA AND OREGON RESIDENTS ONLY. IF YOU ARE NOT A CALIFORNIA OR OREGON RESIDENT PROCEED TO THE NEXT PAGE. Suitability Representations of California and Oregon Resident Investors All California and Oregon residents must complete the following information. If you do not initial either box (1) or (2) and (3), you are not a suitable investor. * (1) The investor hereby certifies that he/she is a suitable --------- investor because he/she has an individual liquid net worth of (Initial) not less than $75,000 and a gross annual income of not less than $50,000. (For purposes of this questionnaire, the meaning of "liquid net worth" shall exclude, home, home furnishings and automobiles.) --------- * (2) The investor hereby certifies that he/she is a suitable (Initial) investor because he/she has an individual liquid net worth of $150,000. (For purposes of this questionnaire, the meaning of "liquid net worth" shall exclude, home, home furnishings and automobiles.) * --------- * (3) The investor hereby certifies that the amount he/she is (Initial) investing in the Company does not exceed 10% of the investor's net worth

Date:

, 2002 --------------------

Accepted by Company:

---------------------------------(Signature of Subscriber)

-------------------------------------(Signature of Authorized Officer/Title) for Shares ---------------------

---------------------------------(Signature of Subscriber) ---------------------------------(Social Security or Tax I.D.) ---------------------------------(Social Security or Tax I.D.)

The certificates for such stock are to be Check one if more than one owner: issued as follows:
---------------------------------(Name(s)) ------------------------------------------------------------------(Address) -----------------------------------------------------------------------------------------------------Joint tenants WRS

----Other:

Tenants in Common Custodian under UGMA

--------------------------

EXHIBIT (6)(a) EMPLOYMENT AGREEMENT AGREEMENT, made as of the 1st day of March, 2000 between Bill Bozsnyak (hereinafter referred to as the "Employee") and SearchHelp, Inc., a New York corporation having its principal place of business at the Hi-Tech Incubator, 1055 Stewart Avenue, Bethpage, NY 11714 (hereinafter referred to as the "Employer"). W I T N E S S E T H: WHEREAS, the Employer desires to employ the Employee under the terms of this Agreement, and WHEREAS, the Employee and Employer desire to have their rights, obligations and duties specified herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. EMPLOYMENT AND COMPENSATION. The Employer hereby employs the Employee and the Employee accepts such employment as Chief Executive Officer and Chairman of the Board of Directors. The Employee shall have such duties as set forth by the Employer and shall report directly to the Board of Directors of Employer. A. Base Compensation. The Employee shall be entitled to a salary as set forth on SCHEDULE A of this Agreement during the term of this Agreement, and any extensions thereof, payable in installments in accordance with the Employers regular practice of compensating executive personnel. B. Bonus. Employee shall be entitled to a bonus at the conclusion of each year of this Agreement, and any extensions thereof. At the end of each year, the Compensation Committee of the Board of Directors shall determine the amount and type (cash, stock, options, etc.) of such bonus payable to Employee, if any. 2. TERM. This Agreement shall commence as of the date hereof, and shall continue for a period of three (3) years from the date thereof. This Agreement shall be automatically extended by one-year periods at the conclusion of each year, thus renewing the three (3) year term, unless notice is received by either the Employee or the Employer not to extend this Agreement at least ninety (90) days prior to the expiration of such year.

3. DUTIES AND RESPONSIBILITIES. A. Employee shall diligently, conscientiously and faithfully devote all necessary time and energy to the business of the Employer during the term, including any renewals, and shall actively manage, and have responsibility for and supervision over, the business activities and affairs of the Company and its subsidiaries, and he shall, manage, supervise and direct its and their officers, employees and agents, and all other duties as from time to time reasonably requested by the Board of Directors. B. During the term hereof and any renewal, the Employee shall not, without the written consent of the Employer, such consent not to be unreasonably withheld, engage in any activity that competes with the interest of the Employer, whether the Employee is acting by himself or as an officer, director, employee, shareholder, partner, or fiduciary. 4. VACATIONS AND EDUCATIONAL COURSES. A. The Employee shall be entitled to a vacation of four (4) weeks duration during the term of this Agreement. The compensation of the Employee shall be paid to him during the time of his vacation. Attendance with the Employer's approval at professional meetings, conventions, and educational courses up to two weeks shall not constitute part of said vacation. B. Vacation may be taken at one time or from time to time, the exact time to be subject to approval by the Employer. 5. HEALTH INSURANCE; EMPLOYEE BENEFIT PLANS. In accordance with their terms, the Employee shall be entitled to participate in any medical, dental, life, disability insurance or other employee benefit or welfare plans maintained by the Employer for its professional employees generally. The insurance obligations of the Employer set forth herein are contingent upon the insurability of Employee. The medical and dental coverage maintained by the Employer for the benefit of the Employee shall include medical insurance coverage covering the Employee and his family. At the option of the Employee, the Employee may choose not to be covered under the Employer's medical and dental plans, but may choose instead to be covered under a family plan maintained by such Employee's spouse. In such event, the Employee shall be reimbursed in an amount equal to the difference in additional cost to such spouse of individual and family coverage. Any such reimbursement shall not be deemed compensation to Employee. 6. EXPENSES. During the period of his employment, the Employee will be reimbursed for his reasonable expenses for the benefit of the Employer in accordance with the general policy of the Employer as adopted by the Employer from time to time. With respect to any expenses which are reimbursed by the Employer to the Employee, the Employee agrees to account to the Employer in detail sufficient to entitle the Employer to an income tax deduction for such paid item if such item is deductible. 2

7. TERMINATION. A. This Agreement shall automatically terminate: (i) upon the death of Employee; or (ii) if the Employee has been disabled or incapacitated so that he is not capable of performing his duties hereunder for any period of one-hundred twenty (120) consecutive days, unless Employer shall elect to have this Agreement continue in effect. B. Employer may terminate this Agreement: (i) immediately for "cause" as determined by the Employer; (ii) upon a material breach by Employee of any term or condition of this Agreement; or (iii)if at any time during the term of this Agreement, any of the continuing representations, covenants or agreements of Employee contained herein shall be inaccurate in any material respect. C. Employee may terminate this Agreement at any time: (i) upon a material breach by Employer of any term or condition of this Agreement; or (ii) at any time at the election of Employee upon ninety (90) days notice to Employer. 8. PROTECTION OF CONFIDENTIAL INFORMATION. Employee acknowledges that his employment by the Employer will bring him into close contact with many confidential affairs of the Employer, including information and data regarding costs, profits, markets, sales, products, key personnel, pricing policies, operational methods, technical processes, computer programs or systems developed or improved by the Employer, the identity of the Employer's Customers, Customer representatives and contacts, the nature of the services required by the Employer's actual and Prospective Customers, the services performed by the Employer for its Customers, the identities of the Employer's actual and prospective employees and other business affairs and methods, plans for future developments and other information not readily available to the public, all of which are highly confidential and proprietary and all of which will have been developed by the Employer at great effort and expense. Employee further acknowledges that the services to be performed by him under this Agreement are 3

of a special, unique, unusual, extraordinary and intellectual character, and that the business of the Employer is contemplated to be conducted throughout the United States and ultimately, the rest of the world. In recognition of the foregoing, Employee covenants and agrees: A. That he will keep secret all confidential matters of the Employer and not disclose them to anyone outside of the Employer, either during or after the term of this Agreement, except with the Employer's prior written consent; B. That he will not make use of any of such confidential matters for his own purposes or the benefit of anyone other than the Employer; and C. That he will deliver promptly to the Employer on termination of this Agreement, or at any time the Employer may so request, all confidential memoranda, notes, records, reports and other confidential documents (and all copies thereof) relating to the business of the Employer which he may then possess or have under this control. 9. COVENANT NOT TO SOLICIT. A. Employee agrees that if the Employee's employment is terminated for any reason whatsoever, other than pursuant to a dissolution of Employer or a material breach of the terms of this Agreement by Employer, then for a period of one (1) year after such termination or expiration, Employee shall not (i) solicit, directly or indirectly, business of the type conducted by the Employer from any person, firm or entity which was a Customer or Prospective Customer of the Employer at any time within one year preceding the termination of Employee's employment, (ii) induce or attempt to induce any such Customer or Prospective Customer to reduce its business with the Employer, (iii) solicit or attempt to solicit any employees or consultants of Employer to leave the employ or engagement of Employer, or (iv) offer or cause to be offered employment or consultant opportunities to any person who was employed or engaged by Employer at any time during the one year prior to the termination of Employee's employment with Employer. B. For purposes of this Section, the term "Customer" includes any affiliates, customers, and clients of Employer's Customers to whom Employee has been introduced or whom Employee has received information through Employer or through any Customer for which Employee has performed services in any capacity on behalf of Employer. C. For purposes of this Section, a "Prospective Customer' shall mean potential Customers which Employer has solicited or with which Employer has had active discussions concerning potential business at any time during the one year preceding the end of the Employee's employment by Employer, and with whom the Employee shall have participated in such solicitation or discussions. 4

10. NON-COMPETITION. A. Since the services of Employee to the Employer are likely to be unique an extraordinary and he has had and will have access to information pertaining to the business of the Employer which may be secret and confidential, Employee agrees that if the Employee's employment is terminated for any reason whatsoever, other than pursuant to a dissolution of Employer or a material breach of the terms of this Agreement by Employer, then for a period of one (1) year after such termination or expiration, Employee will not, without express approval in each case of the Employer, directly or indirectly, (i) own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of any business engaged in the development or marketing of any products that compete with the products of Employer. B. The Employee further acknowledges that a business competitive with that of Employer or of any of its subsidiaries or affiliated corporations may be carried on anywhere within the United States or in any foreign country. Therefore, the Employee acknowledges that the unrestricted geographical application of this Section is reasonable under the circumstances. If any of the rights or restrictions contained or provided for herein shall be deemed to be unenforceable by reason of the extent, duration or geographical scope, or other provisions hereof, or any other provisions of this Agreement, the parties hereto contemplate that the court shall reduce such extent, duration, geographical scope or other provisions and enforce this Section in its reduced form for all purposes in the manner contemplated hereby. C. The Employee acknowledges that (i) in the event his employment with Employer terminates for any reason, Employee will be able to earn a livelihood without violating the foregoing restrictions, and (ii) Employee's ability to earn a livelihood without violating such restrictions is a material condition of his employment with Employer. Employer may, in writing, waive any or all of the provisions of this Section. If the Employee is in good faith and after diligent effort unable to obtain employment consistent with his training solely because of the covenants set forth in this Section, and so advises Employer in writing, then the prohibitions in this Section shall bind the Employee only so long as Employer pays him monthly, upon demand, a sum equal to the Employee's monthly base pay at termination, as defined below, for each month of such unemployment during the remained of the term of covenants set forth in this Section. D. The term "monthly base pay" means the Employee's monthly salary, in all cases excluding commissions in excess of base pay, bonus or other extra compensation or benefits, and is subject to regular deductions for taxes, social security payments, etc. For each month of unemployment in which the Employee claims payment, he will aggressively seek employment and will accept a reasonable offer of employment and, upon request by Employer, will account to Employer in detail for his efforts to obtain employment. The Employee further agrees that Employer may make such investigations and inquiries as it shall deem necessary or appropriate to determine whether the covenants and conditions of this Section have been satisfied before making any payment otherwise payable to the Employee hereunder. 5

11. PROPRIETARY RIGHTS. A. Employee shall disclose fully and promptly to Employer, and upon Employer's instructions also to the Customer for which the Employee is then working, any and all inventions, processes, innovations, discoveries, designs, techniques, formula, improvements, computer programs and other technical materials relating to business of Employer or Employer's Customer which Employee shall discover, conceive, make, generate or reduce to practice, alone or jointly with others, during his/her term of employment with Employer, and resulting from such employment, whether or not they are patentable or copyrightable. B. Employee agrees to assign to Employer his/her rights and interests in any inventions, processes, innovations, discoveries and other similar materials, including copyrights to all copyrightable material and all patent rights to all patentable material unless specifically directed otherwise in writing by Employer to assign it to Customer. No rights shall be reserved to Employee. C. Employee agrees to execute and transfer at any time, upon Employer's request, any certification, affidavit or other document confirming the Employer's ownership rights under this Section. D. Upon request, at any time during or after the term of this Agreement, and at the expense of Employer or its Customer for whom the work in question was performed, Employee agrees to assist Employer or Customer, including its attorneys, in preparing and prosecuting applications for patents or copyrights relating to such inventions, processes and other materials named in this Section. Assistance in preparing and prosecuting such applications shall include assistance regarding litigation and upon Employer's request, the execution of all papers and performance of all tasks that may reasonably be necessary to protect the rights of Employer or Customer and to vest in it or its assigns ownership of the inventions, applications, copyrights and patents herein contemplated. 12. NON-DEFAMATION. The Employee covenants and agrees that during the course of his employment by the Employer and for any time thereafter, the Employee shall not, directly or indirectly, in public or private, deprecate, impugn or otherwise make any remarks that would tend to or be construed to tend to defame the Employer, its employees or products or its reputation, nor shall Employee assist any person, firm or company in doing so, except as required by subpoena, court order or other legal process. 13. NO WAIVER. This Agreement shall not be modified or amended except by a further written document signed by the Employee and the Employer. No provision hereof may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term provision. 14. BENEFIT. This Agreement shall bind the Employee and shall bind and benefit the Employer and its successors and assigns. This Agreement shall not be assignable by the Employee. 6

15. HEADINGS. The headings of Sections herein are included solely for convenience or reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 16. ENFORCEMENT OF COVENANTS; SURVIVAL. The Employee acknowledges that his skills and position in the technology industry in which Employer competes or intends to compete are unique, and, therefore, that the breach or threatened breach by Employee of the provisions of Sections 8 - 12 shall cause irreparable harm to Employer, which harm cannot be fully redressed by the payment of damages to Employer. Accordingly, Employer shall be entitled, in addition to any other right or remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining the Employee from any violations or threatened violation of Sections 8 - 12, and Employee hereby consents to the issuance of such injunction. Nothing contained herein shall be construed as prohibiting the Employer from pursuing any other remedies available to the Employer for breach or threatened breach, including the recovery of additional damages from the Employee. The provisions of Sections 8 - 12 shall remain enforceable by Employer against Employee even after the termination of this Agreement. 17. DISPUTES. The parties hereto agree that any dispute arising as to the meaning or interpretation of any provision, or enforcement, of this Agreement, shall be determined by arbitration in accordance with the rules of the American Arbitration Association then obtaining before a single arbitrator at the Nassau County Office, and the Commercial Rules of such Association as are then in effect. The determination or award rendered therein shall be binding and conclusive upon the parties, and judgement may be entered hereon in accordance with applicable law in any court having jurisdiction thereof. 18. NOTICE. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, and if sent by registered mail to his residence in the case of the Employee, or to its principal office in the case of the Employer. Copies of any notices directed to the Employer hereunder shall be simultaneously sent to Meltzer, Lippe, Goldstein & Schlissel, P.C., 190 Willis Avenue, Mineola, New York 11501, Attention: Noel C. Bonilla, Esq. 19. SEVERABILITY. Each provision of this Agreement shall be considered severable to the extent that if any one provision or clause conflicts with existing or future applicable law, or is not given full force and effect because of such law, such conflict or unenforceability shall not affect any other provision of this Agreement which, consistent with such law, shall remain in full force and effect. All such conflicting provisions shall be modified or reformed only to the extent required for compliance with any applicable laws. All surviving clauses shall be construed so as to effectuate the purpose and intent of the parties. 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York and shall be construed in accordance therewith. 7

21. COUNTERPARTS. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first above written
SEARCHHELP, INC. EMPLOYER

/s/ William Bozsnyak ----------------------------Name: William Bozsnyak

By:

/s/ SearchHelp, Inc. -------------------------------------

8

SCHEDULE A Salary 1. Employee's salary shall be $80,000 per annum upon the Company's completion of its IPO. 2. With the consent of the Board of Directors, employee's salary shall be increased to $150,000 per annum upon the Company's successful completion of future rounds of financing, which together with the first round of financing, cumulatively totals at least $7,000,000. 3. An incentive bonus to be determined prior to commencement of each year. 4. The agreement also provides for a minimum annual increase in the base salary of 5%. 5. Stock options to purchase up to $200,000 worth of the Company's common stock which are to be granted from the Company's (to be created) stock option plan at the exercise price equal to the mid point between bid and ask price of the Company's common stock on the date of grant. 9

EXHIBIT (6)(b) EMPLOYMENT AGREEMENT AGREEMENT, made as of the 1st day of March, 2000 between Debbie Seaman (hereinafter referred to as the "Employee") and SearchHelp, Inc. a New York corporation having its principal place of business at the Hi-Tech Incubator, 1055 Stewart Avenue, Bethpage, NY 11714 (hereinafter referred to as the "Employer"). W I T N E S S E T H: WHEREAS, the Employer desires to employ the Employee under the terms of this Agreement, and WHEREAS, the Employee and Employer desire to have their rights, obligations and duties specified herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. EMPLOYMENT AND COMPENSATION. The Employer hereby employs the Employee and the Employee accepts such employment as Vice President and Chief Operating Officer. The Employee shall have such duties as set forth by the Employer and shall report directly to the Board of Directors of Employer. A. Base Compensation. The Employee shall be entitled to a salary as set forth on Schedule A of this Agreement during the term of this Agreement, and any extensions thereof, payable in installments in accordance with the Employer's regular practice of compensating executive personnel. B. Bonus. Employee shall be entitled to a bonus at the conclusion of each year of this Agreement, and any extensions thereof. At the end of each year, the Compensation Committee of the Board of Directors shall determine the amount and type (cash, stock, options, etc.) of such bonus payable to Employee, if any. 2. TERM. This Agreement shall commence as of the date hereof, and shall continue for a period of three (3) years from the date thereof. This Agreement shall be automatically extended by one-year periods at the conclusion of each year, thus renewing the three (3) year term, unless notice is received by either the Employee or the Employer not to extend this Agreement at least ninety (90) days prior to the expiration of such year.

3. DUTIES AND RESPONSIBILITIES. A. As Vice President and Chief Operating Officer, Employee shall diligently, conscientiously and faithfully devote all necessary time and energy to the business of the Employer during the term, including any renewals, and shall actively be responsible for directing, administrating and coordinating all activities of the organization in support of policies, goals and objectives established by the Chief Executive Officer and the Board of Directors. Employee may assist the President and Chief Executive Officer in developing those goals and policies that pertain to operations, financial performance, personnel and growth of the Employer. B. During the term hereof and any renewal, the Employee shall not, without the written consent of the Employer, such consent not to be unreasonably withheld, engage in any activity that competes with the interest of the Employer, whether the Employee is acting by himself or as an officer, director, employee, shareholder, partner, or fiduciary. 4. VACATIONS AND EDUCATIONAL COURSES. A. The Employee shall be entitled to a vacation of four (4) weeks duration during the term of this Agreement. The compensation of the Employee shall be paid to him during the time of his vacation. Attendance with the Employer's approval at professional meetings, conventions, and educational courses up to two weeks shall not constitute part of said vacation. B. Vacation may be taken at one time or from time to time, the exact time to be subject to approval by the Employer. 5. HEALTH INSURANCE; EMPLOYEE BENEFIT PLANS. In accordance with their terms, the Employee shall be entitled to participate in any medical, dental, life, disability insurance or other employee benefit or welfare plans maintained by the Employer for its professional employees generally. The insurance obligations of the Employer set forth herein are contingent upon the insurability of Employee. The medical and dental coverage maintained by the Employer for the benefit of the Employee shall include medical insurance coverage covering the Employee and his family. At the option of the Employee, the Employee may choose not to be covered under the Employer's medical and dental plans, but may choose instead to be covered under a family plan maintained by such Employee's spouse. In such event, the Employee shall be reimbursed in an amount equal to the difference in additional cost to such spouse of individual and family coverage. Any such reimbursement shall not be deemed compensation to Employee. 6. EXPENSES. During the period of his employment, the Employee will be reimbursed for his reasonable expenses for the benefit of the Employer in accordance with the general policy of the Employer as adopted by the Employer from time to time. With respect to any expenses which are reimbursed by the Employer to the Employee, the Employee agrees to account to the Employer in detail sufficient to entitle the Employer to an income tax deduction for such paid item if such item is deductible. 2

7. TERMINATION. A. This Agreement shall automatically terminate: (i) upon the death of Employee; or (ii) if the Employee has been disabled or incapacitated so that he is not capable of performing his duties hereunder for any period of one-hundred twenty (120) consecutive days, unless Employer shall elect to have this Agreement continue in effect. B. Employer may terminate this Agreement: (i) immediately for "cause" as determined by the Employer; (ii) upon a material breach by Employee of any term or condition of this Agreement; or (iii) if at any time during the term of this Agreement, any of the continuing representations, covenants or agreements of Employee contained herein shall be inaccurate in any material respect. C. Employee may terminate this Agreement at any time: (i) upon a material breach by Employer of any term or condition of this Agreement; or (ii) at any time at the election of Employee upon ninety (90) days notice to Employer. 8. PROTECTION OF CONFIDENTIAL INFORMATION. Employee acknowledges that his employment by the Employer will bring him into close contact with many confidential affairs of the Employer, including information and data regarding costs, profits, markets, sales, products, key personnel, pricing policies, operational methods, technical processes, computer programs or systems developed or improved by the Employer, the identity of the Employer's Customers, Customer representatives and contacts, the nature of the services required by the Employer's actual and Prospective Customers, the services performed by the Employer for its Customers, the identities of the Employer's actual and prospective employees and other business affairs and methods, plans for future developments and other information not readily available to the public, all of which are highly confidential and proprietary and all of which will have been developed by the Employer at great effort and expense. Employee further acknowledges that the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and that the business of the Employer is contemplated to be conducted throughout the United States and ultimately, the rest of the world. In recognition of the foregoing, Employee covenants and agrees: 3

A. That he will keep secret all confidential matters of the Employer and not disclose them to anyone outside of the Employer, either during or after the term of this Agreement, except with the Employer's prior written consent; B. That he will not make use of any of such confidential matters for his own purposes or the benefit of anyone other than the Employer; and C. That he will deliver promptly to the Employer on termination of this Agreement, or at any time the Employer may so request, all confidential memoranda, notes, records, reports and other confidential documents (and all copies thereof) relating to the business of the Employer which he may then possess or have under this control. 9. COVENANT NOT TO SOLICIT. A. Employee agrees that if the Employee's employment is terminated for any reason whatsoever, other than pursuant to a dissolution of Employer or a material breach of the terms of this Agreement by Employer, then for a period of one (1) year after such termination or expiration, Employee shall not (i) solicit, directly or indirectly, business of the type conducted by the Employer from any person, firm or entity which was a Customer or Prospective Customer of the Employer at any time within one year preceding the termination of Employee's employment, (ii) induce or attempt to induce any such Customer or Prospective Customer to reduce its business with the Employer, (iii) solicit or attempt to solicit any employees or consultants of Employer to leave the employ or engagement of Employer, or (iv) offer or cause to be offered employment or consultant opportunities to any person who was employed or engaged by Employer at any time during the one year prior to the termination of Employee's employment with Employer. B. For purposes of this Section, the term "Customer" includes any affiliates, customers, and clients of Employer's Customers to whom Employee has been introduced or whom Employee has received information through Employer or through any Customer for which Employee has performed services in any capacity on behalf of Employer. C. For purposes of this Section, a "Prospective Customer' shall mean potential Customers which Employer has solicited or with which Employer has had active discussions concerning potential business at any time during the one year preceding the end of the Employee's employment by Employer, and with whom the Employee shall have participated in such solicitation or discussions. 10. NON-COMPETITION. A. Since the services of Employee to the Employer are likely to be unique an extraordinary and he has had and will have access to information pertaining to the business of the Employer which may be secret and confidential, Employee agrees that if the Employee's employment is terminated for any reason whatsoever, other than pursuant to a dissolution of Employer or a material 4

breach of the terms of this Agreement by Employer, then for a period of one (1) year after such termination or expiration, Employee will not, without express approval in each case of the Employer, directly or indirectly, (i) own, manage, operate, control, be employed by, participate in or be connected in any manner with the ownership, management, operation or control of any business engaged in the development or marketing of any products that compete with the products of Employer. B. The Employee further acknowledges that a business competitive with that of Employer or of any of its subsidiaries or affiliated corporations may be carried on anywhere within the United States or in any foreign country. Therefore, the Employee acknowledges that the unrestricted geographical application of this Section is reasonable under the circumstances. If any of the rights or restrictions contained or provided for herein shall be deemed to be unenforceable by reason of the extent, duration or geographical scope, or other provisions hereof, or any other provisions of this Agreement, the parties hereto contemplate that the court shall reduce such extent, duration, geographical scope or other provisions and enforce this Section in its reduced form for all purposes in the manner contemplated hereby. C. The Employee acknowledges that (i) in the event his employment with Employer terminates for any reason, Employee will be able to earn a livelihood without violating the foregoing restrictions, and (ii) Employee's ability to earn a livelihood without violating such restrictions is a material condition of his employment with Employer. Employer may, in writing, waive any or all of the provisions of this Section. If the Employee is in good faith and after diligent effort unable to obtain employment consistent with his training solely because of the covenants set forth in this Section, and so advises Employer in writing, then the prohibitions in this Section shall bind the Employee only so long as Employer pays him monthly, upon demand, a sum equal to the Employee's monthly base pay at termination, as defined below, for each month of such unemployment during the remained of the term of covenants set forth in this Section. D. The term "monthly base pay" means the Employee's monthly salary, in all cases excluding commissions in excess of base pay, bonus or other extra compensation or benefits, and is subject to regular deductions for taxes, social security payments, etc. For each month of unemployment in which the Employee claims payment, he will aggressively seek employment and will accept a reasonable offer of employment and, upon request by Employer, will account to Employer in detail for his efforts to obtain employment. The Employee further agrees that Employer may make such investigations and inquiries as it shall deem necessary or appropriate to determine whether the covenants and conditions of this Section have been satisfied before making any payment otherwise payable to the Employee hereunder. 11. PROPRIETARY RIGHTS. A. Employee shall disclose fully and promptly to Employer, and upon Employer's instructions also to the Customer for which the Employee is then working, any and all inventions, processes, innovations, discoveries, designs, techniques, formula, improvements, computer programs and other technical materials relating to business of Employer or Employer's Customer which Employee shall discover, conceive, make, generate or reduce to practice, alone or jointly 5

with others, during his/her term of employment with Employer, and resulting from such employment, whether or not they are patentable or copyrightable. B. Employee agrees to assign to Employer his/her rights and interests in any inventions, processes, innovations, discoveries and other similar materials, including copyrights to all copyrightable material and all patent rights to all patentable material unless specifically directed otherwise in writing by Employer to assign it to Customer. No rights shall be reserved to Employee. C. Employee agrees to execute and transfer at any time, upon Employer's request, any certification, affidavit or other document confirming the Employer's ownership rights under this Section. D. Upon request, at any time during or after the term of this Agreement, and at the expense of Employer or its Customer for whom the work in question was performed, Employee agrees to assist Employer or Customer, including its attorneys, in preparing and prosecuting applications for patents or copyrights relating to such inventions, processes and other materials named in this Section. Assistance in preparing and prosecuting such applications shall include assistance regarding litigation and upon Employer's request, the execution of all papers and performance of all tasks that may reasonably be necessary to protect the rights of Employer or Customer and to vest in it or its assigns ownership of the inventions, applications, copyrights and patents herein contemplated. 12. NON-DEFAMATION. The Employee covenants and agrees that during the course of his employment by the Employer and for any time thereafter, the Employee shall not, directly or indirectly, in public or private, deprecate, impugn or otherwise make any remarks that would tend to or be construed to tend to defame the Employer, its employees or products or its reputation, nor shall Employee assist any person, firm or company in doing so, except as required by subpoena, court order or other legal process. 13. NO WAIVER. This Agreement shall not be modified or amended except by a further written document signed by the Employee and the Employer. No provision hereof may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term provision. 14. BENEFIT. This Agreement shall bind the Employee and shall bind and benefit the Employer and its successors and assigns. This Agreement shall not be assignable by the Employee. 15. HEADINGS. The headings of Sections herein are included solely for convenience or reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 16. ENFORCEMENT OF COVENANTS; SURVIVAL. The Employee acknowledges that his skills and position in the technology industry in which Employer competes or 6

intends to compete are unique, and, therefore, that the breach or threatened breach by Employee of the provisions of Sections 8 - 12 shall cause irreparable harm to Employer, which harm cannot be fully redressed by the payment of damages to Employer. Accordingly, Employer shall be entitled, in addition to any other right or remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining the Employee from any violations or threatened violation of Sections 8 - 12, and Employee hereby consents to the issuance of such injunction. Nothing contained herein shall be construed as prohibiting the Employer from pursuing any other remedies available to the Employer for breach or threatened breach, including the recovery of additional damages from the Employee. The provisions of Sections 8 - 12 shall remain enforceable by Employer against Employee even after the termination of this Agreement. 17. DISPUTES. The parties hereto agree that any dispute arising as to the meaning or interpretation of any provision, or enforcement, of this Agreement, shall be determined by arbitration in accordance with the rules of the American Arbitration Association then obtaining before a single arbitrator at the Nassau County Office, and the Commercial Rules of such Association as are then in effect. The determination or award rendered therein shall be binding and conclusive upon the parties, and judgement may be entered hereon in accordance with applicable law in any court having jurisdiction thereof. 18. NOTICE. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, and if sent by registered mail to his residence in the case of the Employee, or to its principal office in the case of the Employer. Copies of any notices directed to the Employer hereunder shall be simultaneously sent to Meltzer, Lippe, Goldstein & Schlissel, P.C., 190 Willis Avenue, Mineola, New York 11501, Attention: Noel C. Bonilla, Esq. 19. SEVERABILITY. Each provision of this Agreement shall be considered severable to the extent that if any one provision or clause conflicts with existing or future applicable law, or is not given full force and effect because of such law, such conflict or unenforceability shall not affect any other provision of this Agreement which, consistent with such law, shall remain in full force and effect. All such conflicting provisions shall be modified or reformed only to the extent required for compliance with any applicable laws. All surviving clauses shall be construed so as to effectuate the purpose and intent of the parties. 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of New York and shall be construed in accordance therewith. 21. COUNTERPARTS. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original but all such counterparts shall together constitute one and the same instrument. 7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first above written SEARCHHELP, INC. EMPLOYER By: /s/ Debbie Seaman /s/ SearchHelp, Inc. Name: Debbie Seaman 8

SCHEDULE A Salary 1. Employee's salary shall be $70,000 per annum upon the Company's completion of its IPO. 2 With the consent of the Board of Directors, employee's salary shall be increased to $140,000 per annum upon the Company's successful completion of future rounds of financing, which together with the first round of financing, cumulatively totals at least $7,000,000. 3. An incentive bonus to be determined prior to commencement of each year. 4. The agreement also provides for a minimum annual increase in the base salary of 5%. 5. Stock options to purchase up to $200,000 worth of the Company's common stock which are to be granted from the Company's (to be created) stock option plan at the exercise price equal to the mid point between bid and ask price of the Company's common stock on the date of grant. 9

EXHIBIT (6)(c) AGREEMENT OF LEASE This Lease dated as of December 1, 2000 is by and between the BRIARCLIFFE FOUNDATION, INC., a not-for-profit corporation organized pursuant to the Laws of New York State and having an address at 1055 Stewart Avenue, Bethpage, County of Nassau, State of New York, 11714 ["Landlord"] and SearchHelp, Inc., a New York corporation having an address of ["Tenant"]. WITNESSETH: WHEREAS, the LISTnet Incubator has been developed to provide space for companies in various high technology fields to operate and to develop their businesses during the "start-up" stage of development (i.e., a period not to exceed three years) in a location where such companies can benefit from reduced operating expenses and the opportunities that such companies can derive from working in proximity with each other; WHEREAS, Tenant meets the criteria and has been approved for participation in the LISTnet Incubator project; NOW, THEREFORE, in consideration of ten ($10.00) dollars and good and valuable consideration, Landlord and Tenant hereby agree as follows: 1. GRANT a) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord; upon and subject to the terms and conditions contained herein, the Premises (as hereinafter defined). 2. PREMISES a) The Premises consist of approximately 593 square feet, commonly known as Suite #12 (as set forth in the rendering annexed hereto as Exhibit "A" and made a part hereof) plus 305 square feet of allocated Common Area Space, located in the LISTnet Incubator at 1055 Stewart Avenue, Bethpage, New York [the "Premises"]. b) Notwithstanding the allocation to Tenant (for rental calculation purposes) of a specified square footage of the Common Area Space, Tenant will have access to and usage of the entire Common Area of the Incubator, subject to the rules, regulations and procedures now or hereafter adopted by Landlord for the use thereof.

3. TERM a) The terms of this Lease shall be one year, commencing December 1, 2000 and ending December 1, 2001, provided however in the event that the Landlord determines in its sole discretion that the Incubator project is abandoned or that an order is received from a governmental agency to vacate the Premises, the ending date may be accelerated to such date as determined to be reasonable by the Landlord. 4. RENT a) The rent payable hereunder is $12,984.00 per year, which sum shall be payable in monthly installments of $1,082.00 on the first day of each month during the term. Rent payable by Tenant under this Lease shall be paid when due without prior demand therefor, without any deductions or setoffs or counterclaims whatsoever. b) Tenant shall pay before delinquency all taxes, assessments, license fees and public charges levied, assessed or imposed upon its business operations, as well as upon its leasehold interest, trade fixtures, furnishings, equipment, leasehold improvements made by Tenant, alterations, changes and additions made by Tenant, merchandise and personal property of any kind owned, installed or used by Tenant in, on or upon the Premises. Tenant shall be responsible for making any necessary returns for and paying any other property taxes separately levied or assessed against the improvements constructed by Tenant on the Premises. 5. INDEMNIFICATION AND HOLD HARMLESS a) Tenant agrees to save Landlord harmless from, and indemnify Landlord against, any and all injury, loss or damage and any and all claims for injury, loss or damage, caused by, resulting from, or claimed to have been caused by or to have resulted from (i) the use, occupancy, or enjoyment of the Premises or (ii) any act, omission or negligence of Tenant or anyone claiming under Tenant (including, without limitation, employees, contractors, invitees, successors and assigns or Tenant). 2

6. INSURANCE a) Throughout the term of this Lease, the Tenant shall, at its sole cost and expense, provide and keep in force and effect, for the benefit of the Landlord (Briarcliffe Foundation Inc.), Briarcliffe College Inc., LISTnet Inc and Bethpage Realty, LLC: i) Comprehensive general liability insurance in the amount of $2,000,000 combined single limit. Such policy shall name the Landlord and Briarcliffe College Inc. as an additional insured and loss payee. ii) Worker's Compensation Insurance and New York State Disability Insurance in amounts required under NYS law. b) All policies of insurance provided for in this Section shall be issued in a form acceptable to Landlord by insurance companies qualified to do business in the State of New York. Each such policy shall be issued in the names of Landlord and Tenant and any other parties in interest from time to time designated in writing by notice from Landlord to Tenant. Said policies shall be for the mutual and joint benefit and protection of Landlord and Tenant and any such other parties in interest, and executed copies of each such policy of insurance or a certificate thereof shall be delivered to each of Landlord and any such other parties in interest within ten (10) days after delivery of possession of the Premises to Tenant and renewals or replacements thereof shall be so delivered at least thirty (30) days prior to the expiration of each such policy. All such policies of insurance shall contain a provision that the company writing said policy will give to Landlord and such other parties in interest at least ten (10) days prior written of any cancellation, lapse, or reduction in the amounts of insurance. All such policies shall contain a provision that Landlord and any such other parties in interest, although named as an insured, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its servants, agents and employees by reason of the negligence of Tenant. c) Tenant shall not do nor suffer to be done, nor keep nor suffer to be kept, anything in, upon or about the Premises which could (i) contravene Landlord's policies insuring against loss or damage by 3

fire or other hazards, (ii) prevent Landlord from procuring such policies from companies acceptable to Landlord (iii) cause an increase in the insurance rates upon any portion of the Premises. If Tenant violates any prohibition provided for in the first sentence of this Section, Landlord may without notice to Tenant, correct the same at Tenant's expense. Tenant shall pay to Landlord as additional rent forthwith upon demand the amount of any increase in premiums for insurance resulting from any violation of the first sentence of this Section, even if Landlord shall have consented to the doing of, or keeping of, anything on the Premises which constituted such a violation (but the payment of such additional rent shall not entitle Tenant to violate the provisions of the first sentence of this paragraph.) 7. SECURITY a) Tenant shall have deposit with Landlord a security deposit equal to two (2) months' rent. b) If Tenant pays the rent and performs all of its other obligations under this Lease, Landlord will return the unused portion of the security deposit within sixty (60) days after the end of the term. 8. SERVICES a) Landlord shall provide the following services to Tenant: i) Ordinary and necessary water and electrical service; ii) Air conditioning during normal working hours; iii) Ordinary heat and sewage services; iv) Janitorial services for office and Common Areas. 9. USE OF PREMISES a) Tenant may only use the Premises for an office in accordance with the terms hereof and the rules and regulations now or hereafter adopted by Landlord for the Incubator. 4

b) Tenant agrees to keep the Premises in good order and condition during the term of this agreement. 3) Tenant covenants that the Premises shall constitute Tenant's primary place of business. 4) Tenant shall use the Premises only in connection with Tenant's business, as such business was described and presented to the LISTnet Incubator Steering Committee, and for no other business without Landlord's prior written consent. 5) Tenant acknowledges that an essential element of the success of the LISTnet Incubator is the presence of other tenants engaged in businesses related to Tenant's business, the potential business opportunities that can result from synergy and cooperation among tenants of the LISTnet Incubator, and the ability of the LISTnet Incubator to conduct various programs of potential appeal to multiple tenants. The participation of the tenants of the LISTnet Incubator in such programs, and the interaction among such tenants is therefore required, and Tenant covenants to engage in such activities throughout the term of this Lease. 6) RIGHT OF ENTRY a) Landlord or Landlord's agents shall have the right (but shall not be obligated) to enter the Premises in any emergency at any time, and, at other reasonable times, to examine the same and to make such repairs, replacements and improvements as Landlord may deem necessary and reasonably desirable to the Premises or to any other portion of the Building or which Landlord may elect to perform. Throughout the term hereof Landlord shall have the right to enter the Premises at reasonable hours for the purpose of showing the same to prospective purchasers or mortgagees of the Building, and during the last six months of the term for the purpose of showing the same to prospective tenants. If Tenant is not present to open and permit an entry into the Premises, Landlord or Landlord's agents may enter the same whenever such entry may be necessary or permissible my master key or forcibly and provided reasonable care is exercised to safeguard Tenant's property, such entry shall not render Landlord or its agents liable therefor, nor in any event shall the obligations of Tenant hereunder be affected. 5

b) Tenant agrees that Landlord may conduct construction work in the immediate area surrounding the demised Premises. Landlord agrees that it will exercise good faith efforts to conduct such construction work so as not to unreasonably interfere with Tenant. 7) NO ASSIGNMENT OR SUBLEASE a) Due to the fact that the LISTnet Incubator is intended to benefit specific types of companies in the developmental stages, and because Tenant has been specifically approved for participation in the LISTnet Incubator project, Tenant agrees that it cannot assign this agreement or sublease the Premises nor any portion thereof without Landlord's consent, which may be granted or withheld in Landlord's sole discretion. 8) ALTERATIONS a) Tenant may make no changes in or to the Premises of any nature without Landlord's prior written consent. All fixtures and all paneling, partitions, railings and like installations, installed in the Premises at any time, either by Tenant or by Landlord on Tenant's behalf, shall, upon installation, become the property of Landlord and shall remain upon and be surrendered with the Premises unless Landlord, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this Lease, elects to relinquish Landlord's right thereto and to have them removed by Tenant, in which event the same shall be removed from the Premises by Tenant prior to the expiration of this Lease at Tenant's expense. Upon removal of such installations as may be required by Landlord, Tenant shall immediately and at its expense, repair and restore the Premises to the condition existing prior to installation and repair any damage to the Premises or the Building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the Premises after Tenant's removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord's property or may be removed from the Premises by Landlord, at Tenant's expense. 6

9) RULES AND REGULATIONS a) Tenant agrees to adhere to and abide by any rules and regulations that may be adopted or modified by the Landlord. 1. Tenant shall not install any signage; awnings or structure of any kind whatsoever in the interior or exterior of the Building without Landlord's written consent. 2. Tenant shall not connect any apparatus, equipment or device to the water, plumbing, HVAC lines without first obtaining the written consent of the Landlord. 3. Tenant shall not operate any electric powered machines or equipment, except normal office equipments such as copiers, calculators, personal computers, or dictating equipment, without first obtaining the written consent of the Landlord. 4. Tenant shall not operate or permit to be operated any musical or sound-producing device, which may be heard outside of Tenant's Premises. 5. Tenant shall not bring or permit to be brought into the Building any animals or birds. 6. No toxic or hazardous substances shall be used, stored or brought into the Building by Tenant. 1. Tenant shall first obtain the approval of Landlord before hiring any contractors or installation technicians rendering any Building services including, but not limited to, installation of telephones, electrical devices, fax machines, and installation of any and every nature affecting floors, ceilings, equipment or other physical portions or services of the Building. 8. Tenant assumes all risk of damage to any and all articles moved or installed, as well as all injury to any person or property in such movement, and hereby agree to indemnify Landlord against any loss resulting therefrom. 7

9. Landlord shall not be responsible for any loss or stolen property, equipment, money, jewelry from the leased Premises or the public areas of the Building or grounds. 10. Landlord shall have the right to determine the maximum weight and proper position of any heavy equipment, including safes, large files, etc. that are to be placed in the Building, and only those which, in the opinion of the Landlord, will not do damage to the floors, structures or elevators may be moved into the Building. 11. Tenant shall not allow any violation of fire or safety regulations. Tenant agrees at its own expense to comply with, and to indemnify and hold Landlord harmless with respect to any violation of, all recommendations and requirements with respect to the Premises, or its use or occupancy, of the insurance underwriters or any similar public or private body, and any governmental authority, having jurisdiction over insurance rates with respect to the use or occupancy of the Building. 12. Appliances including but not limited to refrigerators, freezers, cooking equipment (microwaves) are not permitted without first obtaining the written consent of the Landlord. 10. MECHANICS' LIENS a) Tenant will not permit to be created or to remain undischarged any lien, encumbrance or charge arising out of any work done or materials or supplies furnished by any contractor, mechanic, laborer or materialman by or for Tenant or any mortgage, conditional sale, security agreement or chattel mortgage. If any such lien shall be filed against the Building or any part thereof, Tenant will cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise within thirty (30) days after the filing thereof. If Tenant shall fail to cause such lien or notice of lien to be discharged within the period aforesaid, then, in addition to any other right or remedy Landlord may, but shall not be obligated to, discharge the same either by paying the amounts claimed to be due or by procuring the discharge of such lien by 8

deposit or by bonding proceedings and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of judgment in favor of the lienor with the interest, costs and allowances. Any amount so paid by Landlord and all costs and expenses, including attorney's fees, incurred by Landlord in connection therewith, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. 11. TERMINATION a) This Lease shall be terminated by: i) expiration of this agreement or ii) revocation by the Landlord. b) In the event this agreement is terminated and the Tenant fails to vacate the Premises, the Tenant agrees to pay holdover rental in the amount of $24 per square foot of the Premises and allocated Common Area Space. 12. NOTICE a) Any Notice hereunder must be in a signed writing and served by certified mail, return receipt requested as follows: i) Landlord: a) Briarcliffe Foundation, Inc. 1055 Stewart Avenue, Bethpage, New York 11714 b) Copy to: Meltzer, Lippe, Goldstein & Schlissel, P.C., 190 Willis Avenue, Mineola, New York 11501, Att: Richard A. Lippe, Esq. ii) Tenant: a) SearchHelp, Inc. 1055 Stewart Avenue Bethpage, NY 11714 b) Copy to: 9

13. NO ENCUMBRANCES a) Tenant agrees that it cannot mortgage nor encumber the Premises nor any portion thereof. 14. DEFAULT a) Failure of Tenant to pay rent by the 5th day of any month or to otherwise adhere to the terms and conditions herein shall be deemed an event of default. b) Landlord's Remedies. If any Event of Default occurs, then and in each such case, Landlord may treat the occurrence of such Event of Default as a breach of this Lease, and in addition to any and all other rights or remedies of Landlord in this Lease or by law or in equity provided, Landlord shall have, in its option, without further notice of demand of any kind to Tenant or any other person: (i) the right to terminate this Lease; (ii) the right to bring suit for the collection of Rent, as it accrues pursuant to the terms of this Lease, and damages (including without limitation reasonable attorneys' fees and the cost of renovating the Premises) without entering into possession of the Premises or canceling this Lease; (iii)the right to retake possession of the Premises from Tenant by summary proceedings or otherwise, and it is agreed that the commencement and prosecution of any action by Landlord in forcible entry and detainer, ejectment or otherwise, or any execution of any judgment or decree obtained in any action to recover possession of the Premises, shall not be construed as an election to terminate this Lease whether or not such entry or reentry be had or taken under summary proceedings or otherwise and shall not be deemed to have absolved or discharged Tenant from any of its obligations or liabilities for the remainder of the Term. Tenant shall, notwithstanding any such entry or re-entry, continue to be liable for the payment of Rent and performance of the 10

covenants conditions and agreements by Tenant to be performed set forth in this Lease, and Tenant shall pay all monthly deficits in Rent after any such re-entry in monthly installments as the amounts of such deficits from time to time are ascertained. Nothing herein contained shall be construed as obligating the Landlord to relet the whole or any part of the Premises. In the event of any entry or taking possession of the Premises as aforesaid, Landlord shall have the right, but not the obligation, to remove therefrom all or any part of the personal property located therein and may place the same in storage at a public warehouse at the expense and risk of the owner or owners thereof. 15. APPLICABLE LAW a) This agreement shall be construed in accordance with the laws of New York State. 16. NO MODIFICATION a) This Agreement may not be changed, amended or modified except in a writing duly executed by all parties herein. 17. NO WAIVER a) Failure of the Landlord to exercise a right or remedy to which it is entitled to exercise pursuant to this agreement shall not be deemed a waiver of its right to later exercise the right or remedy. 18. ESTOPPEL CERTIFICATES a) Within ten (10) days after Tenant takes possession of the Premises, and from time to time thereafter within ten (10) days after request in writing there for from Landlord, Tenant agrees to execute and deliver to Landlord, or to such other addressee or addressees as Landlord may designate (and any such addressee may rely thereon), a statement in writing in a form and substance prepared by Landlord, certifying (i) that this Lease is unamended and in full force and effect (or identifying any amendments, (ii) whether either party hereto is in default hereof (and specifying any such default), (iii) the date(s) to which Rent has been paid, and (iv) such other matters as Landlord shall reasonably request. In the event that Tenant fails to provide such statement within 11

ten (10) days after Tenant takes possession of the Premises and from time to time thereafter within ten (10) days after Landlord's written request therefor, Tenant does hereby irrevocably appoint Landlord as attorney-in-fact of Tenant, coupled with an interest, in Tenant's name, place and stead so to do in each and every case. 19. SUBORDINATION a) Tenant agrees that this Lease and the Tenant's interest herein shall be subordinate to any mortgage, deed of trust, ground or underlying lease, or any method of financing or refinancing now or hereafter placed against the Premises and/or any or all of the Building of which the Premises is a part and/or the land upon which the Building is located; and to all renewals, increases, modifications, replacements, consolidations and extensions thereof. Upon request of Landlord, Tenant agrees to execute and deliver any and all documents as Landlord shall request to evidence such subordination as aforesaid. 20. DESTRUCTION a) In the event of the destruction of the Building to such a degree that Landlord shall elect to demolish or substantially renovate or rehabilitate theBuilding, Landlord shall have the right to terminate this Lease upon notice to Tenant. 21. BUILDING ALTERATIONS AND MANAGEMENT a) Landlord shall have the right at anytime without the same constituting an eviction and without incurring liability to Tenant therefor to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building may be known. There shall be no allowance to Tenant for dimmution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Owner or other Tenants making any repairs in the Building or any such alterations, additions and improvements. 12

Briarcliffe Foundation, Inc. SearchHelp, Inc. (Landlord) (Tenant)
By: /s/ Richard Turan ----------------------Richard Turan, Director By: /s/ SearchHelp, Inc. ------------------------

13

GUARANTY Guaranty dated , 2001 given by William Bozsnyak, residing at (the "Guarantor"), in favor of THE BRIARCLIFFE FOUNDATION, INC. a not-for profit corporation having an office at 1055 Stewart Avenue, Bethpage, New York 11714, (the "Landlord"), which term shall include its legal representatives, successors and assigns. W I T N E S S E T H: WHEREAS, SearchHelp, Inc. ("Tenant") which term shall include its legal representatives, successors and assigns), has this day entered into a certain lease with Landlord with respect to Premises (the "Premises") at 1055 Stewart Avenue, Bethpage, New York (said lease, as it may be amended from time to time, herein called the "Lease"), the effectiveness of which is subject to the execution by Guarantor of this Guaranty; and WHEREAS, in order to induce the Landlord to execute the Lease, and in consideration thereof, the Guarantor, as the parent company of the Tenant as aforesaid, is willing to execute this Guaranty on the basis hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing it is hereby agreed as follows: 1. Guarantee of Obligations. (a) The Guarantor hereby absolutely, irrevocably and unconditionally guarantees that (i) all sums of whatever character stated in the Lease to be payable by the Tenant to the Landlord or any other party will be promptly paid in full when due, whether upon default, by acceleration or otherwise, in accordance with the provisions thereof, and (ii) Tenant will perform and observe each other agreement, covenant, term and condition in the Lease to be performed or observed by Tenant (collectively an "agreement"). This Guaranty is unconditional and absolute, and if for any reason any such sum shall not be paid promptly when due or any such agreement is not performed by Tenant, the Guarantor will immediately pay such sum or perform such agreement to or for the benefit of the person entitled thereto pursuant to the provisions of the Lease, as may be applicable, as if such sum or agreement constituted the direct and primary obligation of the Guarantor, regardless of any defenses or rights of setoff or counterclaims which Tenant may have or assert, (including without limitation the limitation on damage arising out of a rejection of the Lease by 14

Tenant, or a trustee appointed for Tenant, in any subsequent bankruptcy case codified at 11 U.S.C. ss.502 (b) (6), and regardless of whether any person shall have taken any steps against Tenant or any other person to collect such sum or enforce such agreement, and regardless of any other condition or contingency. (b) All such agreements, covenants, terms and conditions to be performed and observed, and all sums to be paid, as provided in Paragraph 1(a) above, together with all costs incurred by Landlord in the collection of any amounts due under, or in the enforcement of any of the terms of, the Lease, including without limitation reasonable attorneys' fees, are hereinafter sometimes called the "Obligations". 2. Term. The liability of the Guarantor shall continue until all Obligations have been paid or complied with in full. 3. Waiver. The Guarantor waives notice of acceptance of this Guaranty, notice of presentment, demand for payment or protest of any of the Tenant's Obligations, and all defenses, offsets and counterclaims which the Tenant may at any time have to any claim of Landlord with respect to the Obligations. 4. Amendments. Landlord and Tenant may without the consent of the Guarantor at any time and from time to time, (a) renew the Lease, or terminate same prior to the end of the term thereof, (b) amend any provisions of the Lease including any change in the financial terms therein or any change in the time or manner of payment thereunder, (c) make any agreement for the extension, payment, compounding, compromise, discharge or release of any provision of the Lease, or (d) surrender, deal with or modify the form of, any security which Landlord may at any time hold to secure the performance of any Obligation, and the guaranty herein made by the Guarantor shall not be impaired or affected by any of the foregoing. 5. No Release. Until such time as all of the Obligations have been paid and fulfilled to Landlord, the Guarantor shall not be released by any act or thing which might, but for this paragraph, be deemed a legal or equitable discharge of a guarantor or surety, or by reason of any waiver, extension, modification, forbearance or delay or other act or omission of Landlord, or its failure to proceed promptly or otherwise, or by reason of any further obligations or agreement between the Tenant or any subsequent owner of the fee interest in the Premises or the then holder of any mortgage relating to the payment of any sum secured thereby, or by reason of any action taken or omitted or circumstances which may or might vary the risk of or affect the rights of the Guarantor, or by reason of any further dealings between Landlord or any 15

subsequent owner of the Premises or mortgagee, their respective successors, legal representatives or assigns, and Tenant, relating to the Lease or otherwise, and the Guarantor hereby expressly waives and surrenders any defense to its liability hereunder based upon any of the foregoing acts, omissions, things, extensions, modifications, forbearance, delays, agreements or waivers, or any of them, it being the purpose and intent of the parties hereto that the obligations of the Guarantor hereunder are absolute and unconditional under any and all circumstances. 6. Remedies. All remedies afforded to Landlord by reason of this Guaranty are separate and cumulative remedies, and no one of such remedies, whether or not exercised by Landlord, shall be deemed to be an exclusion of any other remedy available to Landlord either at the time same is exercised or thereafter arising, and shall in no way limit or prejudice any other legal or equitable remedies which Landlord may have pursuant to this Guaranty and/or the Lease. The Guarantor hereby waives any and all legal requirements that Landlord institute any action or proceeding at law or in equity against the Tenant or anyone else, or exhaust its remedies against the Tenant, or anyone else, with respect to the Lease, or with respect to any other security held by Landlord, as a condition precedent to bringing any action or actions in the first instance against the Guarantor upon this Guaranty. The Guarantor further covenants and agrees that in the event Landlord is required to bring any proceedings against the Guarantor to enforce the Obligations, the Guarantor shall reimburse Landlord for any and all expenses incurred, including but not limited to reasonable attorney's fees incurred in connection therewith. 7. Notices. Any notice or demand given or made under this Guaranty shall be given or made by mailing the same by certified or registered mail, return receipt requested or by Federal Express or other recognized overnight courier, to the party to whom the notice or demand is given or made at the address of such party set forth in this Guaranty or such other address as such party may hereafter designate by notice given as provided in this Paragraph "7". Copies of any notice to Landlord shall also be sent to Meltzer, Lippe, Goldstein & Schlissel, P.C., 190 Willis Avenue, Mineola, New York 11501, Attn: Richard A. Lippe, Esq. 8. Severability. In the event any one or more of the provisions contained in this Guaranty shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability at the option of Landlord shall not affect any other provision of this Guaranty, but this Guaranty shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 16

9. No Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of such right or power act as a waiver or relinquishment at any other time or times. 10. Miscellaneous. Captions herein are for convenience only and shall not affect the meaning or construction of this Guaranty. This Guaranty (a) shall be binding upon the Guarantor, its legal representatives, successors and assigns, and shall inure to the benefit of Landlord, its legal representatives, successors and assigns, (b) may not be modified or amended except by an instrument in writing duly executed by Landlord and the Guarantor, and (c) shall be governed by the laws of the State of New York without regard to principles of conflicts of laws. 11. Joint and Several. The liability of each person comprising Guarantor (if more than one) shall be joint and several. IN WITNESS WHEREOF, the Guarantor has executed as of this Guaranty as of the date first above written.
/s/ William Bozsnyak ---------------------Name: William Bozsnyak

STATE OF NEW YORK)
ss.: ) day of ---, 2001 before me, the undersigned, a Notary ------------

COUNTY On the

Public in and for said state, personally appeared William Bozsnyak, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public 17

EXHIBIT (6)(d) March 18, 2002 To: SearchHelp, Inc
From: Pattie Simon, Manager LISTnet High tech Incubator 1055 Stewart Avenue Bethpage, New York 11714

SearchHelp,Inc Lease As of December 31, 2001 the lease for SearchHelp,Inc has been extended for an additional twelve months through December 1, 2002. SearchHelp, Inc has paid two months security deposit in the amount of $2155.
/s/ Pattie Simon ------------------------Pattie Simon, Manager

EXHIBIT (6)(e) INTERNET ADVERTISING AGREEMENT This Agreement (the "Agreement"), dated as of November 26, 2001, is entered into by and between SearchHelp, Inc., a Delaware corporation ("SearchHelp"), having its principal place of business at 1055 Stewart Avenue, Bethpage, New York 11714, and Lifetyme, LLC, a Delaware limited liability company ("Lifetyme") having its principal place of business at 607 Main Avenue, Norwalk, Connecticut 06851. WHEREAS, SearchHelp provides business solutions to local townships and small businesses in an effort to improve local communities. SearchHelp intends to provide small businesses with a community forum to enhance their business through business applications, advertising and other products and services and to assist in the marketing and improvement of local communities through fee based community development services (such current and intended business, together with any products or services offered on the SearchHelp Website (as defined herein), the "SearchHelp Business"). SearchHelp operates and maintains an Internet website located at the URL "www.searchhelp.com" (the "SearchHelp Website") in connection with its provision of such services; WHEREAS, Lifetyme has developed a concept called the "Wellness Club", through which Lifetyme provides to member of the Wellness Club, among other things, discounts on certain medical services, vitamins, nutritional supplements and medicines. Lifetyme intends to maintain its own Internet website located at the URL www.ltwellness.com (the "Lifetyme Website"); WHEREAS, Lifetyme seeks to advertise on the SearchHelp Website and in certain marketing materials of SearchHelp (the "Marketing Materials") in order to increase its brand recognition, increase membership in the Wellness Club and increase sales of its services and products to the members of the Wellness Club; and WHEREAS, SearchHelp shall be the exclusive Internet advertiser of Lifetyme and its products and services. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, SearchHelp and Lifetyme hereby agree as follows: SECTION 1. PROMOTION OF LIFETYME. (a) Lifetyme agrees that, during the Term of this Agreement, it shall not advertise, sell or distribute any promotional information, products or services on any Internet website (each a "Third Party Website") other than the SearchHelp Website or a website of a business that does not compete with the SearchHelp Business unless the Third Party Website in connection with such advertising, sale or distribution of promotional information, products or

services directs the viewer solely to the SearchHelp Website (and not the Lifetyme Website) via a hyperlink. (b) SearchHelp agrees that, during the Term of this Agreement, SearchHelp Website shall provide (i) links to the Lifetyme Website, (ii) advertisements for Lifetyme and/or (iii) ad banners for Lifetyme. SearchHelp shall also provide advertising for Lifetyme in certain of its Marketing Materials. The advertising in the Marketing Materials shall direct the reader to contact Lifetyme via telephone, e-mail and/or regular mail in a manner that can be tracked by SearchHelp. The terms of the promotional advertising will be as set forth in EXHIBIT A attached hereto. (c) Lifetyme shall be solely responsible for fulfilling all orders for its products and services and collecting all revenue for such products and services. SECTION 2. REFERRALS TO LIFETYME. (a) Lifetyme shall track the number of referred users, customers and visitors referred from the SearchHelp Website to the Lifetyme Website (collectively, the "Web Visitors") and the number of referred users, customers and visitors referred from the Third Party Website to Lifetyme Website through the SearchHelp Website (collectively, the "Third Party Visitors") using computer programs to track Web Visitors and Third Party Visitors that join the Wellness Club or purchase products of Lifetyme by clicking on hyperlinks that direct them to the Lifetyme Website. Lifetyme agrees to set up a separate telephone line(s), email address and post office box for customers and visitors referred from SearchHelp's Marketing Materials (the "Print Visitors" and together with the Web Visitors and the Third Party Visitors, the "Visitors") in order to allow SearchHelp to track the number of Visitors generated by the Marketing Materials that join the Wellness Club (the "SearchHelp Wellness Club Members") and to track the purchase of products of Lifetyme by Visitors who do not join the Wellness Club ("Non-Member Visitors") and SearchHelp Wellness Club Members. (b) Lifetyme shall provide to SearchHelp, within fifteen (15) days after the end of each month, a report (the "Report") showing in reasonable detail the actual number of SearchHelp Wellness Club Members that joined Lifetyme during such month and the amount of products of Lifetyme purchased by Non-Member Visitors and SearchHelp Wellness Club Members during such month. Such report shall also include a calculation of the amount owed to SearchHelp for such month pursuant to Section 3 below. (c) Upon reasonable notice and during business hours, SearchHelp shall have the right to have an independent third party selected jointly by SearchHelp and Lifetyme audit the books and records of Lifetyme as necessary to verify the actual number of SearchHelp Wellness Club Members and the amount of products and services purchased by Non-Member Visitors and SearchHelp Wellness Club Members. The cost and expense of such audit shall be borne by SearchHelp, provided that, if there is a discrepancy of greater than ten (10%) percent between the number of SearchHelp Wellness Club Members reported by Lifetyme pursuant to this Section 2 and the number of SearchHelp Wellness Club Members determined by the third party audit or if there is a discrepancy of greater than ten (10%) percent between the amount of products and services purchased by 2

SearchHelp Wellness Club Members or Non-Member Visitors, as applicable, pursuant to this Section 2 and the amount of products and services purchased by SearchHelp Wellness Club Members or Non-Member Visitors, as applicable, determined by the third party audit, the cost and expense of such audit shall be borne by Lifetyme. SECTION 3. REMUNERATION. Lifetyme shall pay to SearchHelp (a) an amount equal to ten (10%) percent of the initial Wellness Club membership fee for each Web Visitor and Print Visitor upon their becoming a Wellness Club Member and an additional amount to be agreed upon by Lifetyme and SearchHelp for each year such Web Visitor or Print Visitor, as applicable, remains a member of the Wellness Club; (b) an amount equal to five (5%) percent of the purchase price of the aggregate products sold by Lifetyme in an initial order of a Web Visitor or Print Visitor, as applicable, that has become a Wellness Club Member; (c) an amount equal to five (5%) percent of the initial Wellness Club membership fee for each Third Party Visitor upon their becoming a Wellness Club Member and an additional amount to be agreed upon by Lifetyme and SearchHelp for each subsequent year such Third Party Visitor remains a member of the Wellness Club; (d) an amount equal to five (5%) percent of the purchase price of the aggregate products sold by Lifetyme in an initial order of a Third Party Visitor that has become a Wellness Club Member; (e) an amount equal to ten (10%) percent of the purchase price of the aggregate products sold by Lifetyme in an initial order of a Non-Member Visitor; (subsections (a) through (e) together being the "Fee Payment"). Lifetyme shall pay the Fee Payment at the same time it furnishes the Report to SearchHelp. SECTION 4. ISSUANCE OF SHARES. (a) In consideration for the right to extend the Term of this Agreement, SearchHelp agrees to issue, and Lifetyme hereby subscribes to purchase, five-hundred thousand (500,000) shares of common stock of SearchHelp, $.0001 par value per share (the "Shares") for a purchase price of $.001 per share or an aggregate of Five Hundred ($500) Dollars. Lifetyme agrees that it has assigned its right to purchase the Shares to certain shareholders of Lifetyme set forth in Exhibit B (the "Lifetyme Shareholders") and that the grant of rights to the Lifetyme Shareholders by SearchHelp is in full satisfaction of the obligations of SearchHelp to Lifetyme. (b) In connection with the issuance of the Shares, the Lifetyme Shareholders shall, concurrently with the execution hereof, execute and deliver to SearchHelp the subscription agreement in substantially the form attached hereto as Exhibit C (the "Subscription Agreement"). The Shares, when issued in accordance with the terms of the Subscription Agreement, shall be fully paid and non-assessable but shall bear a legend and be subject to the restrictions set forth in the Subscription Agreement. (c) Lifetyme shall also have the right to subscribe to purchase an additional five-hundred thousand (500,000) shares of common stock of SearchHelp, 3

$.0001 par value per share (the "Additional Shares") for a purchase price of $.001 per share, or Five Hundred ($500) Dollars, in the event this Agreement is extended pursuant to Section 5(b) herein. In the event Lifetyme assigns its right to purchase the Additional Shares to its shareholders, it agrees that the grant of such rights by SearchHelp to its shareholders will be in full satisfaction of the obligations of SearchHelp to Lifetyme. In connection with the issuance of the Additional Shares, Lifetyme and/or its permitted assignees shall execute and deliver to SearchHelp a subscription agreement in substantially the form of the Subscription Agreement. The Additional Shares, when issued in accordance with the terms of the Subscription Agreement, shall be fully paid and non-assessable but shall bear a legend and be subject to the restrictions set forth in the Subscription Agreement. SECTION 5. TERM AND TERMINATION. (a) Except as otherwise provided in this Agreement, the term of this Agreement shall commence on the date first written above and shall continue for a period of eighteen (18) months (the "Term"). (b) Commencing on the date first written above and continuing for a period of nine (9) months, SearchHelp shall have the right to extend the Term of this Agreement for an additional eighteen (18) months upon providing written notice to Lifetyme not less than thirty (30) days prior to the expiration date of the initial Term. (c) This Agreement may be terminated by either party in the event of a breach of any provision of this Agreement, provided such terminating party notifies the breaching party in writing thirty (30) days prior to the date of the desired termination and the breaching party has not cured such breach within seven (7) days of such notice. Upon any termination or expiration of this Agreement, all rights granted to Lifetyme under this Agreement shall terminate. (d) Notwithstanding the foregoing, SearchHelp shall have the right to terminate this Agreement in the event of a breach of any provision of the Subscription Agreement by any Lifetyme Shareholder, and Lifetyme shall have the right to terminate this Agreement in the event of a breach of any provision of the Subscription Agreement by SearchHelp, provided SearchHelp notifies Lifetyme, or Lifetyme notifies SearchHelp, as applicable, in writing thirty (30) days prior to the date of the desired termination and the breaching party has not cured such breach within seven (7) days of such notice. SECTION 6. COVENANTS AND WARRANTIES. (a) Each party warrants that it is a valid corporation, duly organized under the laws of the State of its incorporation, with the full power and authority to enter into this Agreement and to perform its obligations hereunder. (b) SearchHelp shall remain solely responsible for the operation of the SearchHelp Website and warrants that it will use its best business efforts 4

to maintain the SearchHelp Website and that the SearchHelp Website shall not contain content that is unlawful, threatens another person or entity, defamatory, obscene, libelous or pornographic. SearchHelp acknowledges that Lifetyme does not give any guarantees or warranties that access to the Lifetyme Website will be uninterrupted or error free and that the Lifetyme Website may be subject to the temporary shut downs due to causes beyond Lifetyme's control. (c) Lifetyme will remain solely responsible for the operation of the Lifetyme Website. Lifetyme warrants that it will use its best business efforts to maintain the Lifetyme Website and that the Lifetyme Website shall not contain content that is unlawful, threatens another person or entity, defamatory, obscene, libelous or pornographic. Lifetyme acknowledges that SearchHelp does not give any guarantees or warranties that access to the SearchHelp Website will be uninterrupted or error free and that the SearchHelp Website may be subject to the temporary shut downs due to causes beyond SearchHelp's control. (d) SEARCHHELP SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE NUMBER OF VISITORS, CUSTOMERS OR USERS DIRECTED TO LIFETYME OR THE LIFETYME WEBSITE, THE AMOUNT OF SALES THAT LIFETYME MAY GENERATE DURING THE TERM OF THIS AGREEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SEARCHHELP WEBSITE WILL BE WITHOUT DEFECT, INTERRUPTION, COMPUTER VIRUSES, INFECTION, TROJAN HORSES OR OTHER CODE THAT MANIFESTS CONTAMINATION OR DESTRUCTIVE PROPERTIES. (e) Lifetyme covenants and agrees that it is and shall at all times remain in compliance with all federal and state laws, regulations, ordinances and licenses. (f) SearchHelp covenants and agrees that it is and shall at all times remain in compliance with all federal and state laws, regulations, ordinances and licenses. (g) Lifetyme represents and warrants that it owns all of the Lifetyme Intellectual Property or has a valid license to use the Lifetyme Intellectual Property as it is currently being used. (h) SearchHelp represents and warrants that it owns all of the SearchHelp Intellectual Property or has a valid license to use the SearchHelp Intellectual Property as it is currently being used. (i) Lifetyme represents and warrants that it does not sell and will not sell insurance or insurance related products to members of the Wellness Club and that Lifetyme receives no compensation from members in the Wellness Club for providing any insurance or insurance related products. 5

(j) Lifetyme covenants and agrees that it will not at any time during the Term or within six (6) months thereafter (i) sell insurance or insurance related products to members of the Wellness Club (including SearchHelp Wellness Club Members) or (ii) receive compensation from members of the Wellness Club (including SearchHelp Wellness Club Members) for providing any insurance or insurance related product. (k) Lifetyme agrees that it shall provide links from the Lifetyme Website to the SearchHelp Website. (l) Each party hereto agrees that (i) during the Term of this Agreement it shall not engage in a business substantially similar to that of the other or distribute or sell products substantially similar to those offered by the other during the Term and (ii) for a period of six months following the termination of this Agreement it shall not engage in a business substantially similar to that of the other or distribute or sell products substantially similar to those offered by the other as of the date of termination of this Agreement. SECTION 7. LIMITATION OF LIABILITY. SEARCHHELP WILL NOT BE LIABLE TO LIFETYME FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA, ARISING OUT OF THIS AGREEMENT. SEARCHHELP'S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY LIFETYME UNDER THIS AGREEMENT. NOTWITHSTANDING THE AFOREMENTIONED, THIS SECTION 7 SHALL NOT BE APPLICABLE IN THE EVENT THAT EITHER PARTY SHALL SEEK TO ENFORCE SECTION 6(l) HEREOF. SECTION 8. INTELLECTUAL PROPERTY. (a) Lifetyme hereby grants to SearchHelp, for the term of this Agreement, a non-exclusive, nontransferable, royalty-free license to use computer graphics and text of trade names, logos, service marks and trademarks (the "Lifetyme Intellectual Property") to establish and promote Lifetyme's brand and presence on the SearchHelp Website and to otherwise perform its obligations under this Agreement. Lifetyme reserves the right to approve of such computer graphics and text before SearchHelp implements such computer graphics and text on the SearchHelp Website. Subject to the license granted to SearchHelp, Lifetyme reserves all of its right title and interest in the Lifetyme Intellectual Property. (b) Lifetyme shall have no rights to use or reproduce SearchHelp's tradenames, logos, trademarks, service marks, and any computer graphics or text relating thereto (the "Company Intellectual Property"), and shall not use SearchHelp Intellectual Property for any purpose without the prior written consent of SearchHelp. 6

SECTION 9. CONFIDENTIAL INFORMATION. (a) Each party agrees that it will keep confidential any and all commercial, technical, trade secret, customer, financial or business information concerning the other party to which it may become aware (the "Confidential Information") during the course of this Agreement, and for two (2) years after the termination or cancellation of this Agreement, and will not disclose all or any part of such information to any third party. Each party will use such Confidential Information only in pursuit of its duties under this Agreement for the Term of this Agreement. Each party shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. (b) Each party shall promptly return all Confidential Information, including any and all copies of such Confidential Information, upon the termination or cancellation of this Agreement, or upon any written request from the other party. (c) Confidential Information shall not include information that is known to the receiving party at the time of disclosure, publicly known information, information independently developed by the nondisclosing party, or information approved for release upon a prior written consent of the disclosing party. (d) In the event of any intentional breach of this Section 9, the non-breaching party will be entitled to any remedies available at law and/or in equity. SECTION 10. INDEMNITY. (a) Lifetyme agrees to defend, indemnify, and hold harmless SearchHelp and its officers, directors, agents, and employees, against all costs, expenses, and losses incurred through claims of third parties against SearchHelp based on or arising out of breach of this Agreement, including Section 6(e) and Section 6(g), and any covenants, representations and warranties herein, unless such claim is caused by SearchHelp's gross negligence, bad faith or violation of this Agreement. In the event a third party claim is brought against SearchHelp, Lifetyme shall engage counsel reasonably satisfactory to SearchHelp, provide that no settlement shall be made without SearchHelp's prior written consent. If Lifetyme fails or refuses to defend any such claim, SearchHelp may assume control of the defense and Lifetyme shall indemnify and hold harmless SearchHelp and its officers, directors, agents and employees for all fees, costs and expenses associated with or arising from such defense. (b) SearchHelp agrees to defend, indemnify, and hold harmless Lifetyme and its officers, directors, agents, and employees, against all costs, expenses, and losses incurred through claims of third parties against Lifetyme based on or arising out of breach of this Agreement and any covenants, representations and warranties herein, unless such claim is caused by Lifetyme's gross negligence, bad faith or violation of this Agreement. In the event a third party claim is brought against Lifetyme, SearchHelp shall engage counsel reasonably satisfactory to Lifetyme, provide that no settlement shall be made 7

without Lifetyme's prior written consent. If SearchHelp fails or refuses to defend any such claim, Lifetyme may assume control of the defense and SearchHelp shall indemnify and hold harmless Lifetyme and its officers, directors, agents and employees for all fees, costs and expenses associated with or arising from such defense. SECTION 11. MISCELLANEOUS. (a) ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. SearchHelp may not assign its rights under this Agreement except to an affiliate of SearchHelp or with the prior written consent of Lifetyme. Lifetyme may not assign its rights under this Agreement without the prior written consent of SearchHelp. Any attempted assignment in violation of this provision shall be void. (b) SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (c) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof). (d) INJUNCTIVE RELIEF. The parties hereto acknowledge and agree that strict enforcement of the terms of Section 6(l) is necessary for the purpose of ensuring the preservation, protection and continuity of the business, trade secrets and goodwill of each party and that, in furtherance of such purpose, the restrictive covenant imposed by Section 6(l) is narrow, reasonable and fair. If any part of Section 6(l) is determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then Section 6(l) is intended to and shall extend only for such period of time, in such area and with respect to such activities as are determined to be reasonable. Each party hereby expressly acknowledges and agrees that any breach or threatened breach of any of the terms set forth in Section 6(l) of this Agreement may result in significant and irreparable damage to the other party. Therefore, each party hereby agrees that the other party shall be entitled, in addition to any other remedies available at law, to injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of Section 6(l) of this Agreement. (e) NOTICES. All notices, requests and other communications provided for in this Agreement shall be in writing (including facsimile transmission and confirmed in original writing) and mailed (prepaid first class registered mail or overnight courier), sent by facsimile, or delivered, to a party at its address specified below or to such other person or address as shall be designated by such party in a written notice to the sender. All such notices and communications shall be effective (a) if mailed, on the day on which receipt of delivery is received by the party sending the notice, (b) on the next business day for the intended recipient after being delivered to a service for overnight 8

delivery, (c) if sent by facsimile, on the day transmitted by facsimile; provided, that any notice so delivered after 5 p.m. local time at the location of the intended recipient shall be effective on the next business day; or (d) if delivered, upon delivery. Actual notice shall always be effective.
If to Lifetyme: 607 Main Avenue Norwalk, Connecticut 06851 Attn: Michael Salpeter, D.M.D. Fax: (203) 849-5959 Nixon Peabody LLP 1 Citizens Plaza Providence, RI 02903 Attn: Joseph White Fax: (401) 454-1030 SearchHelp, Inc. 1055 Stewart Avenue, Suite 12 Bethpage, New York 11714 Attn.: Debbie Seaman Fax: (516) 624-0638 Tannenbaum Helpern Syracuse & Hirschtritt LLP 900 Third Avenue New York, New York 10022 Attn: Stephen Rosenberg, Esq. Fax: (212) 371-1084

With a copy to:

If to SearchHelp:

With a copy to:

(f) AMENDMENT AND WAIVER. Except as otherwise expressly set forth in this Agreement, the terms of this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived (either generally or in a particular instance and either retroactively or prospectively), without the written consent of SearchHelp and Lifetyme. (g) COMPLETE AGREEMENT. This Agreement (including any Exhibits attached hereto) constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. (h) PRONOUNS. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. (i) COUNTERPARTS, FACSIMILE, SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute one and the same document. This Agreement may be executed by facsimile signatures. 9

(j) SECTION HEADINGS. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties. (k) SURVIVAL. Section 7 and Section 10 shall survive the termination of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.] 10

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. SEARCHHELP, INC.
By: /s/ William J. Bozsnyak -----------------------------Name: William J. Boznyak Title: Chief Executive Officer

LIFETYME, LLC
By: /s/ Michael Salpeter -----------------------------Name: Michael Salpeter, D.M.D. Title: Chairman

By: /s/ Bernard J. White -----------------------------Name: Bernard J. White. Title: President and Chief Executive Officer

11

EXHIBIT A Lifetyme may place graphics of its logo or other trademarks and hyperlinks to the Lifetyme Website on two (2) pages of the SearchHelp Website and will display run of the site ads throughout the site. * SearchHelp shall place ad banners from Lifetyme on the SearchHelp Website.
Membership Services and Benefits Membership Cost (yearly) SILVER $169 GOLD $199 PLATINUM $239

Health Services Prescription Drugs and Prescription by Mail Dental Plan Vision Plan Hearing Plan Chiropractic Plan Vitamins/Nutritional Supplements & OTC Products Podiatry Plan Durable Medical Equipment Travel Benefits-Auto/Hotel Rental Medifile Membership Benefits Hospital & Emergency Room Coverage Health Care Deductible Reimbursement Coverage up to $6,000 up to $6,000 Up to $12,00 X X X X X X X X X X X X X X X X X X X X X X

$100

$250

$400

A-1

Accidental Death & Dismemberment

$1,000 main wager

$25,000 main wager; $25,000 death of spouse; $10,000 death of child up to four $1,500

$40,000 main wager; $25,0 death of sp $10,000 deat child up to $3,000

Disability

A-2

EXHIBIT B
Name Address: Phone: Fax: SS# Name Address: Phone: Fax: SS# Name: Address: Phone: Fax: SS# Name: Address Michael Salpeter, D.M.D. 31 Nicholas Avenue Greenwich, CT 06831 203-849-3322 203-849-5959 000-00-0000 Edward Spindel 2996 Belgium Road Baldwinville, NY 13044 304-697-8760 315-635-2525 000-00-0000 Robert Levin 2134 Sunderland Avenue Wellington FL 33414 561-798-5192 561-964-4769 000-00-0000 William Tennant 2916 Russell Street Berkeley, CA 94705 510-848-3143 510-848-2522; 510-841-4660 000-00-0000 Bernard J. White 7 Judith Drive Danbury, CT 06811 203-849-3375 203-849-5959 000-00-0000 Michael Spindel 7 Laurel Point Huntington, WV 25705 304-697-5272 304-697-5273 000-00-0000 Todd Brady 17137 Rand Drive Fountain Hills, AZ 85268 480-816-6359 480-816-6359 - answering machine star 000-00-0000 Craig Yale Bloom 2522 Dana Street Suite 202 Berkeley, CA 94704 510-848-1055 510-848-9100 000-00-0000

Phone: Fax SS#

3

EXHIBIT C [Attach form of Subscription Agreement] 4

EXHIBIT (6)(f) AGREEMENT BETWEEN TUTORNET.COM GROUP, INC. AND SEARCHHELP, INC. TUTORNET.COM GROUP, INC. (hereafter referred to as "TUTORNET"), a Delaware corporation, located at 481 Carlisle Drive, Herndon, Virginia 20170 and SEARCHHELP, INC. (hereafter referred to as "SearchHelp") a Delaware corporation, located at 1055 Stewart Avenue, Bethpage, NY 11714, desire to proceed as follows: PURPOSE: The purpose of the agreement between TUTORNET and SearchHelp (hereafter referred to as the "Agreement") is to establish a strategic alliance between TUTORNET and SearchHelp to provide real-time online tutoring services to SearchHelp customers, school partners, and Parent Teacher Associations via the Internet and TUTORNET's electronic classrooms. 1. TUTORNET SERVICE TUTORNET will provide its online education to SearchHelp via a personalized web site that will be developed by TUTORNET. TUTORNET services will consist of the following components: (a) Development of a private label web site called "SearchHelp TUTORNET" to facilitate the electronic classrooms for the tutoring service. (b) Teaching resources that conduct the academic sessions with SearchHelp customers. (c) Classroom curriculum and scheduled classes. (d) Online classroom user ID and password registration and authentication management of SearchHelp customers via a secured database process. (e) Technical support coordination with SearchHelp technical groups to facilitate web site changes, classroom software upgrades, new software releases, and trouble-shooting technical problems that may occur between TUTORNET web/classrooms and SearchHelp web site. (f) Customer service personnel to resolve SearchHelp customers' problems with accessing the classrooms.

2. ELECTRONIC CLASSROOM SERVICE TUTORNET will allow SearchHelp customers to use its electronic classroom technology to provide distance learning education services. SearchHelp customers will be given license rights to access the electronic classrooms after being registered and authenticated via TUTORNET's secured database and login software. SearchHelp customers will be required to execute TUTORNET's software license use agreement attached hereto as Exhibit A prior to using any TUTORNET services as described on the attached Exhibit A. TUTORNET will only permit SearchHelp customers to utilize its interactive electronic classroom and tutoring web sites. Each of SearchHelp's customers that sign up for their education service that is provided by TUTORNET will be required to sign TUTORNET's license agreement. SearchHelp and its customers that use TUTORNET's electronic classroom are prohibited from recompiling, reverse engineering or otherwise viewing the source code of TUTORNET's electronic classroom, educational WEB based platform and products. TUTORNET is responsible for the customer experience in the electronic classroom and not the private label site. Therefore, TUTORNET License Agreement must be signed by SearchHelp's customers, when they log on to use the service. 3. GRANT OF RIGHTS During the term of this Agreement and subject to the terms described below, TUTORNET licenses the use of its electronic classroom to SearchHelp, non-exclusive rights to its educational products and materials, including all upgrades, updates and patches thereto, and any and all training and other documentation or files associated therewith to enable SearchHelp to: (a) Incorporate SearchHelp's customers into TUTORNET's interactive electronic classroom and tutoring web sites; and (b) Display, distribute and use the TUTORNET electronic classroom only via the Internet and comparable means of electronic transmission and not for reproduction in book or printed form or incorporated in tangible media, including but not limited to, computer disks, CD-ROMs, and other forms of portable storage media. SearchHelp is prohibited from recompiling, reverse engineering or otherwise viewing the source code of TUTORNET's electronic classroom, educational web-based platform and products. TUTORNET grants SearchHelp the rights to use TUTORNET's electronic classroom and tutoring web site in SearchHelp's advertising, marketing and sales promotions whether via the Internet; in printed, radio, or televised media; and/or in direct sales presentations by SearchHelp representatives at TUTORNET's discretion. Limitations on Rights: The grant of rights by TUTORNET is limited by the following: 2

(a) SearchHelp agrees not to transfer TUTORNET's electronic classroom and its associated educational web site material and software to any other company or persons, and will keep the material on its systems only. (b) All rights not expressly granted to SearchHelp herein are reserved to TUTORNET. 4. TUTORNET NETUCATION SERVICES TUTORNET tutors (the "Netucators") consist of certified teachers, college professors, graduate students, and professionals in the areas of mathematics, science, and language arts. The tutors are responsible for classroom decorum and control the flow of interactivity between themselves and the students. The tutors have the right to electronically expel SearchHelp customers, if they use profanity or disrupt the classes. TUTORNET will refund SearchHelp customers their full monthly subscription if they are expelled from its classroom. SearchHelp customers that enter the TUTORNET classroom must agree to the classroom rules, which are attached as Schedule A as outlined on the TUTORNET web site. TUTORNET agrees to have the Netucators available to tutor SearchHelp customers pursuant to the class schedule, in the form attached as Exhibit B, which schedule shall be posted on SearchHelp and TUTORNET web sites. TUTORNET currently provides tutoring services in the following subjects: Algebra, Geometry, Basic Math, and Biology. TUTORNET will add English Language and Reading by January 3, 2002. Also, TUTORNET will add the following subjects to its services by the end of January 2002: Calculus, Trigonometry, Chemistry, Physic, SAT and GED Prep. The Netucators will teach SearchHelp customers according to the TUTORNET curriculum (which closely follows the Virginia State, Fairfax County Public School curriculum. This school system is one of the top systems in the United States) in the aforementioned subjects (see Exhibit C). TUTORNET does not advocate one school curriculum over another but endeavors to teach the students to the best of their abilities. TUTORNET does not represent that every student that is tutored by the Netucators will improve in their performance academically but results will vary according to how each student applies themselves. 5. CLASSROOM ACCESS & SECURITY TUTORNET will provide a secured learning environment for SearchHelp customers via its advanced registration and security management software. Each SearchHelp customer will have a unique user ID and password. The student will be able to select his or her own user ID and password. Their passwords will be protected and not visible to anyone else. TUTORNET obtains detailed information on each student that signs up for its service, so that they can be tracked for security purposes, so that if anyone acts to break any laws, TUTORNET can report them to local authorities. TUTORNET shall be responsible for tracking every electronic classroom session in order to reproduce it, in case the law authorities need it, if the law is broken by one of the students or Netucators. 3

Any student that does not follow TUTORNET classroom rules will be expelled and remove from the service. TUTORNET will refund their subscription and inform their parent or legal guardian of their inappropriate behavior. 6. TECHNICAL SUPPORT TUTORNET will provide technical support for the private label site to resolve technical problems, maintain a 99.5% service availability, and make changes to the WEB site as requested and agreed to by TUTORNET and Search Help authorized personnel. 7. PRICING & PAYMENTS TUTORNET pricing is as follows: The retail price for the SearchHelp TUTORNET private label service is as follows: $39.99 SearchHelp TUTORNET service: allows its user to access the TUTORNET service and log in to a TUTORNET classroom of the user's choice for an unlimited number of sessions and subjects, within a thirty (30) day period following the user signup and registration. TUTORNET will wholesale the SearchHelp TUTORNET service to SearchHelp at the following rate: $39.99 retail SearchHelp TUTORNET - TUTORNET shall pay a fee of $16.00 to SearchHelp each time a SearchHelp customer registers to use the SearchHelp TUTORNET. 8. E-PAYMENTS TUTORNET will use its e-processing capability to debit the customers' credit cards in real-time when they sign up on the private label site. On the fifth (5th) day of every month, TUTORNET will provide SearchHelp with an XML report, that consists of the database of customers that have signed up and paid for the previous month's service. The information from this report can be used by Serach Help to develop its invoice that will be sent to TUTORNET to pay the $16.00 fee for each Search Help customer that paid for the service. If TUTORNET does not pay the invoices within 45 days of their due date, then TUTORNET shall pay SearchHelp five percent (5%) interest on such payment due. 9. CO-MARKETING INITIATIVES TUTORNET: TUTORNET will display SearchHelp partnership logo on its web pages and provide links to the site. TUTORNET will include a partnership 4

statement in its advertisements, as it deems appropriate. TUTORNET will not do any of these aforementioned displays unless approved by SearchHelp. SEARCHHELP: SearchHelp will display TUTORNET partnership logo on its web pages and provide links to the site. SearchHelp will include a partnership statement in its advertisements, as it deems appropriate. SearchHelp will not place any of these aforementioned displays on its site, unless approved by TUTORNET. 10. PAYMENT The Fee will be paid by TUTORNET to SearchHelp on a monthly basis as described under Section 7. 11. AUDIT SearchHelp reserves the right within thirty (30) days' notice to TUTORNET to audit the books and records of TUTORNET and make copies as it relates to the revenue sharing agreement contained in this Agreement. 12. CONFIDENTIALITY OF RECORDS SearchHelp and TUTORNET acknowledge and affirm that they are bound by all terms of a non-disclosure agreement entered into on 12/06/2001. 13. APPLICABLE LAW The Commonwealth of Virginia Law shall govern this Agreement. 14. TERM The initial term of this Agreement is one (1) year. Thereafter this Agreement will automatically renew for successive one (1) year terms, unless it is earlier terminated. If either party shall materially breach this agreement, the other party may terminate the agreement upon thirty (30) days prior written notice, unless the breaching party cures the breach during that time frame. SearchHelp shall have the right to remove the site or links to the site from availability during the cure period. Upon termination, all obligations hereunder shall terminate, except (a) for the obligations of TUTORNET to complete all orders placed prior to the termination date and to provide SearchHelp with the required information and fees on all orders placed prior to termination date and (b) the obligations for indemnification, limitation of liability, obligations of confidentiality and the warranties, which shall survive the expiration or earlier termination of this Agreement. 15. TERMINATION Either party may terminate the agreement with a thirty (30) day notice. TUTORNET will continue to pay Search Help for their customers that continue to 5

keep the private label tutoring service. After those customers cancel their service with the private label site, then TUTORNET will stop sending the $16.00 monthly payment to Search Help. 16. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY TUTORNET and SearchHelp warrant that use of any material, product or part thereof (including, but not limited to, software, firmware, service, system design, or equipment) furnished under this Agreement by either party shall not infringe any United States patent, copyright, trade secret or other proprietary right. 17. LIMITATION OF LIABILITY SearchHelp and TUTORNET shall indemnify the other against all liability and loss in connection with this Agreement, and shall assume full responsibility for payment of, all federal, state, and local taxes, or contributions required under unemployment insurance, social security, and withholdings under any other applicable laws. Neither SearchHelp nor TUTORNET shall indemnify the other for acts of the other's agents' intentional acts, negligence, recklessness, or malicious conduct of the other unless one party is determined by a non-appealable court order to be completely at fault, then that party shall indemnify the other party. 18. ASSIGNMENTS Neither SearchHelp nor TUTORNET shall assign any of its rights or delegate any of its obligations under this agreement without the prior written consent of either party. Any prohibited assignment or delegation shall be null and void. 19. OTHER (a) Neither SearchHelp nor TUTORNET shall be responsible for any delay in performance or failure to perform if caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond the parties' control and occurring without the fault or negligence of the delayed or non-performing party. (b) No modification or amendment hereof shall be binding unless in writing and signed by a duly authorized representative of each party. (c) All headings are for convenience only; each provision is separable and may be enforced without regard to past waivers at any time to the fullest extent of the law. 6

20. NOTICES (a) Notices to TUTORNET shall be sent to: Mr. Euburn Richard A. Forde TUTORNET.com Group, Inc. 481 Carlisle Drive Herndon, VA 20170 (b) Notices to SearchHelp should be sent to: SearchHelp, Inc. 1055 Stewart Avenue Bethpage, NY 11714 (c) With a copy to: Tannenbaum Helpern Syracuse & Hirschtritt LLP 900 Third Avenue, 13th Floor New York, NY 10022 Attn: Ralph A. Siciliano 7

IN WITNESS WHEREOF, the parties hereto have accepted and signed this Agreement as of the date shown below:
TUTORNET.com Group, Inc. SearchHelp, Inc.

---------------------------------Signature

-------------------------------------Signature

---------------------------------Euburn Richard A. Forde, CEO

-------------------------------------William Bozsnyak

---------------------------------Date

-------------------------------------Date

EXHIBIT A SEARCHHELP/TUTORNET SECURITY AND CONDITIONS AGREEMENT The TUTORNET Electronic Classroom and Education Service SearchHelp TUTORNET website ("Website") is provided by TUTORNET.com group, Inc ("TUTORNET") to you and all persons or entities using your account ("you" or "user"), subject to the terms of this Security and Conditions Agreement ("Agreement"), and the rules that may be published and amended without notice from time to time by TUTORNET. Users who violate the terms of this Agreement will be immediately terminated from access to the Website and will have their service account ("Account") canceled. ENTERING AN ELECTRONIC CLASSROOM OF THE WEBSITE WILL CONSTITUTE YOUR COMPLETE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, DO NOT ENTER ANY ELECTRONIC CLASSROOM. RULES FOR USING THE WEBSITE: You are entirely responsible and liable for all activities conducted through your Account. The following list of restrictions and conditions, non-inclusive of other restrictions, rules or conditions that may be published and amended from time to time by TUTORNET, govern the relationship between TUTORNET and its users. TUTORNET reserves the right to terminate your Account at its sole discretion upon violation of these restrictions and conditions or for any other reason as deemed prudent by TUTORNET. You agree NOT to engage in any of the following activities while using the Website: 1. Harass, threaten, embarrass or cause distress or discomfort upon other Website participant(s), user(s), or other individual(s) or entity(s); 2. Transmit via the Website any information, data, text, files, links, software, chat, communication or other materials ("Content") that TUTORNET considers in its sole discretion to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, indecent, obscene, hateful, racially biased or insulting, ethnically biased or insulting, or otherwise objectionable; 3. Cause any classroom screen to "scroll" faster than other users are able to type to it or any action of similar disruptive effect; 4. Impersonate on the Website any person, including but not limited to, a Website teacher or Netucator, other Website personnel or officials, other Website participants, or any other TUTORNET official or employee; 5. Disrupt the normal flow of dialogue in a Website classroom or otherwise act in a manner that negatively affects the Netucator and/or other participants; A-9

6. Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on or through the Website; 7. Violate any applicable local, state, national or international law, including but not limited to, any regulations having the force of law while using or accessing the Website or in connection with your use of the Website in any manner. TUTORNET reserves the right to block, remove, or otherwise terminate any user for any reason at its sole and complete discretion. No refunds will be issued for temporary or permanent termination of any user's account for violation of these rules or for any other violation of the terms of this security statement. Intellectual Property You agree that you will not upload or transmit any Content to the Website that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party. By submitting Content to any classroom or other part of the Website, you automatically grant - or warrant that the owner of such Content has expressly granted -TUTORNET the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology known or later developed for the full term of any rights that may exist in such Content. Without the prior written permission of TUTORNET, you may not frame any of the content of the Website, or incorporate into another website or other service, any of the intellectual property of TUTORNET. You may not use any trademark or service mark appearing on the Website without the prior written consent of the owner of the mark. Content You and any user of your Account must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any Content. TUTORNET shall not be responsible for any Content. TUTORNET does not prescreen or monitor all Content as a matter of policy, but TUTORNET shall have the right, but not the responsibility, to remove Content which is deemed in TUTORNET's sole discretion harmful, offensive, or otherwise in violation of this Agreement or any rules TUTORNET has in place at the time. TUTORNET may elect at its sole discretion to monitor some, all, or none of the classrooms for adherence to this Agreement or TUTORNET's rules. Privacy Policy TUTORNET operates an interactive online tutorial website that provides students with live, one-on-one tutoring. In order to provide this service, TUTORNET will collect pertinent information from its subscribers. TUTORNET considers its subscribers' trust its most important asset and will protect the confidentiality of all of its subscribers' information. The following list outlines TUTORNET's privacy policy and principles. A-10

6. TUTORNET will safeguard its subscribers' information according to strict standards of security and confidentiality. 6. TUTORNET will limit the collection and use of its subscribers' information to the minimum amount required to deliver its superior tutorial service. This information may include: 1) the subscribers' (parent or legal guardian) name, address, email address, and phone number; 2) the subscribers' credit card information; and 3) the child's name, date of birth, grade level, and the name of the school at which he or she is enrolled. 6. TUTORNET will permit only authorized employees to have access to the subscribers' information. The child's first name only will be known to the Netucators and to those persons that are participating in a group tutoring session. 6. For the students' protection, TUTORNET will digitally capture and store in its databases all electronic conversations between the Netucators and the students. 6. TUTORNET will take reasonable measures not to disclose the contents of the subscribers' or the students' communications with TUTORNET unless it is required to release this information by law or in the good faith belief that such disclosure is reasonably necessary to: (i) conform to the edicts of the law or to comply with legal process served on TUTORNET; (ii) protect and defend the rights or property of TUTORNET or to enforce or to further the application or the intent of the terms of the subscribers' agreement with TUTORNET; or (iii) to protect the personal safety of TUTORNET's participants. 6. TUTORNET will continuously review its policies and procedures to ensure that customer privacy is protected. Disclaimer of Warranties YOU EXPRESSLY AGREE THAT USE OF TUTORNET AND THE WEBSITE IS AT YOUR OWN RISK. TUTORNET AND ALL AFFILIATES SHALL NOT BE RESPONSIBLE FOR ANY CONTENT FOUND ON THE WEBSITE. TUTORNET AND ALL AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ADDITIONALLY, TUTORNET AND ALL AFFILIATES MAKE NO WARRANTY THAT 1) THE WEBSITE WILL MEET YOUR REQUIREMENTS; 2) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; 3) ANY RESULTS MAY BE OBTAINED FROM THE USE OF THE WEBSITE; AND/OR 4) ANY INFORMATION OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT A-11

YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT. YOU UNDERSTAND AND AGREE THAT ANY COPYRIGHTED MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE WEBSITE IS PROTECTED BY COPYRIGHT LAWS AND REGULATIONS AND THAT DOWNLOADING AND/OR USING COPYRIGHTED MATERIAL IN AN ILLEGAL MANNER COULD RESULT IN LAWSUITS, DAMAGES, OR OTHER SANCTIONS AGAINST YOU. Limitation of Liability TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, TUTORNET AND ALL AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OF THE WEBSITE SERVICE, INCLUDING ANY DAMAGES FROM VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITE SERVICE AND INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF PROFITS, USE, DATA, OR OTHER INTANGIBLE PROPERTIES, EVEN IF TUTORNET AND ALL AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Background Check for Netucators TUTORNET shall conduct a background examination for all tutor or Netucator applicants prior to hiring them as independent contractors. Such background examination will include, but not be limited to, verification of criminal record with law enforcement agencies or other public agencies or offices providing such services. TUTORNET AND ALL AFFILIATES DO NOT WARRANTY THE ACCURACY OF PUBLIC RECORDS REVIEWED FOR THIS PURPOSE AND ARE NOT RESPONSIBLE FOR ERRORS IN OR OMISSIONS FROM SUCH RECORDS. If such background examination reveals any criminal conviction, that application for status as a tutor or Netucator with TUTORNET will be rejected without exception. All tutor or Netucator applicants must be employed by an educational institution, as defined within TUTORNET's sole discretion, prior to being considered for tutor or Netucator status on the Website. Registration All students must provide documentation indicating their date of birth, current grade in school, and school they attend, prior to becoming a student on the Website. Parents must register all students under 18 years of age. All students and Netucators will have an individual identification number that traces them back to their name, address and form of legal state/federal identification A-12

presented in their initial registration. TUTORNET and the Website will conform to all federal requirements of the Children's Online Privacy Protection Act when that legislation takes effect. Termination of Account You or TUTORNET may terminate your Account at any time for any reason. Once your Account is terminated, you cannot access the Website in any manner or for any reason, and you cannot assist in enabling a terminated user access to the Website using or via your Account. Minors In cases where you have authorized or registered another individual, including a minor, to use your Account, you recognize and agree that you are fully responsible for: (i) the online conduct of such user at the Website; (ii) controlling the user's access to and use of the Website; and (iii) the consequences of any misuse. You further recognize and agree that the holder of the Account is entirely responsible for all activities conducted through such Account. Miscellaneous For those users and subscribers who reside within the United States at the time of their acceptance of this Agreement, the Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its conflict of law provisions, and you agree to submit to the personal jurisdiction of the courts of the Commonwealth of Virginia for any cause or action arising out of this Agreement. In the event that any portion of this Agreement is deemed by a court to be invalid, the remaining provisions shall remain in full force and effect. TUTORNET reserves the right to revise this Agreement at any time, and you should periodically review this Agreement to determine the conditions to which you are bound. The opinions expressed by users in any of the Website's classrooms are not necessarily those held by TUTORNET. TUTORNET has received a service mark for the term, "Netucator." A-13

EXHIBIT B
SCHEDULE All times are Eastern (USA). SUNDAY BASIC MATH Close ALGEBRA I 6 To 9pm ALGEBRA II 6 To 9pm GEOMETRY 6 To 9pm TRIGONOMETRY Coming CALCULUS Coming SAT MATH PREP Coming GED MATH PREP Coming BASIC SCIENCE 6 To 9pm BIOLOGY 6 To 9pm 21. CHEMISTRY Coming PHYSICS Coming MONDAY 6 To 9pm 6 To 9pm 6 To 9pm Close Coming Coming Coming Coming 6 To 9pm 6 To 9pm Coming Coming TUESDAY 6 To 9pm 6 To 9pm 6 To 9pm 6 To 9pm Coming Coming Coming Coming 6 To 9pm 6 To 9pm Coming Coming WEDNESDAY Close 6 To 9pm 6 To 9pm 6 To 9pm Coming Coming Coming Coming 6 To 9pm 6 To 9pm Coming Coming THURSDAY Close 6 To 9pm Close Close Coming Coming Coming Coming 6 To 9pm 6 To 9pm Coming Coming FRIDAY Coming Coming Coming Coming Coming Coming Coming Coming Coming Coming Coming Coming SATU Comi Comi Comi Comi Comi Comi Comi Comi Comi Comi Comi Comi

A-14

EXHIBIT C (a) Subjects Mathematics: Basic Math, Algebra I, Geometry, Algebra II, Trigonometry, Pre-Calculus, AP Calculus, SAT Math Prep, GED Math Prep Sciences: Basic Science, Biology, Chemistry, Physics MATHEMATICS BASIC MATH Netucators will assist the student with counting, grouping and identifying numbers; understanding the patterns of mathematics such as the relationships among addition, subtraction, multiplication and division; grasping the elements of geometry and probability. ALGEBRA I Netucators provide assistance in the areas of variables, expressions, equations, inequalities, and analysis of data derived from real-world phenomena. Topics include (but are not limited to) signed numbers, linear equations, polynomial equations, and graphing. Emphasis is placed on making connections in algebra to arithmetic, geometry, and statistics. GEOMETRY Netucators provide assistance with properties of triangles, quadrilaterals, polygons, circles, and solids using inductive and deductive reasoning. Conjectures about properties and relationships are developed inductively and then verified deductively. Vectors, transformations, algebra, and technologies are used as tools to solve geometry problems. ALGEBRA II Netucators deal with algebraic concepts through the study of functions, polynomials, rational expressions, complex numbers, matrices, and data analysis. Emphasis is placed on the mechanics of algebra with real-world applications and modeling. Numerical, graphical, and algebraic solutions should be considered for all problems as applicable. A-15

TRIGONOMETRY Trigonometry topics include circular functions, right triangle ratios, solving trigonometric equations, inverses, identities, The Laws of Sines and Cosines, graphing trigonometric functions, and applying trigonometric techniques to solving real-world problems. PRE-CALCULUS Pre-calculus Netucators provide instruction with functions through the study of polynomials, transformations, rational functions, exponential and logarithmic functions, inverses, polar equations, parametric equations, twodimensional vectors, and selected topics in discrete mathematics. Assistance also includes the study of limits, continuity, maximum and minimum points and values, definition and properties of the derivative, rules of differentiation, equations of tangent lines to polynomial functions, infinite limits, and partial fractions. AP CALCULUS Netucators assist in preparing students to take the Advanced Placement examination given each spring, for which placement and/or credit may be awarded at the college level if a qualifying score is obtained. Content of this college-level course corresponds to the syllabus of the College Board Advanced Placement Program. Content includes concepts and applications of differential and integral calculus. SAT MATH PREP SAT mathematics topics range from basic math skills (such as operations with whole numbers, decimals, percents, and fractions) to Algebra I and Geometry skills (such as solving equations and word problems, order of operations, interpreting graphs and finding area and perimeter of geometric figures). Students can also learn strategies on taking the SAT test and on answering each type of math question (multiple choice word problems, student-produced response questions, or quantitative comparisons) in this classroom. A-16

GED MATH PREP GED mathematics topics range from basic math skills (such as operations with whole numbers, decimals, percents, and fractions) to Algebra I and Geometry skills (such as solving equations and word problems, order of operations, interpreting graphs and finding area and perimeter of geometric figures). Students can also learn strategies on taking the GED exam in this classroom. SCIENCES BASIC SCIENCE Netucators will assist the student in learning about such things as nature, plants, animals and their environment; earth's structure and systems; sound and light; metrics; stars and constellations. BIOLOGY Biology Netucators provide assistance by focusing on the life processes that occur within the cell, the anatomy and physiology of complex multi-cellular organisms, and the ways by which life forms reproduce, develop, and adapt to conditions in their environment. CHEMISTRY Chemistry Netucators assist students in acquiring an understanding of how chemical theory is developed and how a chemist thinks and works. Students study the composition, properties, and reactions of matter. PHYSICS Netucators assist students with the central concepts of physics, including the dual wave-particle nature of light, the conservation laws (mass, energy, and momentum), and atomic theory. A-17

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------EXHIBIT (6)(g) DATA PRODUCTS LICENSE AGREEMENT ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------This Data Products License Agreement ("Agreement") is schedules ("Product Schedules") exec entered into as of the 26st day of December, 2001 incorporated herein by reference; ("Effective Date") by and between Acxiom Corporation processing services in connection the ("Acxiom") and SearchHelp, Inc. ("Customer"). conflict arises between the terms o and the Agreement, the terms of the 1. GENERAL. "Customer" shall include any legal entities that prevail. are controlled by Customer as of the execution date of this Agreement ("Subsidiaries"), provided, that Customer shall 3.2 Customer agrees to pay Acx include a list of Customer's current Subsidiaries on the accordance with the payment terms s applicable Product Schedule (as defined below) prior to Schedule. In the event of a good fa execution of this Agreement. Customer guarantees its calculation of an invoice, Customer Subsidiaries' obligations under this Agreement. written notice to Acxiom stating t Notwithstanding anything to the contrary in this Agreement, dispute and shall promptly pay any u in the event that Customer is acquired by or merged into a acceptance by Acxiom of such part separate entity during the Term, as defined below, of this constitute a waiver of payment in fu Agreement and the surviving entity desires to receive Data, disputed amount. as defined below, from Acxiom pursuant to this Agreement, the parties agree that the fees set forth in the applicable 3.3 Any undisputed amounts not Product Schedule for the Data may be subject, in Acxiom's days of the date of invoice shall acc sole and reasonable discretion, to adjustment by Acxiom in of one percent (1%) per month or the consideration of any such acquisition or merger. whichever is less. Failure to mak undisputed amounts shall constitute 2. TERM / RENEWAL / TERMINATION. shall entitle Acxiom, in its sole dis provision of the Products and requ 2.1 This Agreement shall begin on the Effective Date until Customer's account is paid in f and shall continue until terminated. The term of a Product Schedule shall be set forth in the Product Schedule. 4. TITLE. Customer acknowledges t within the Products shall at a 2.2 Subject to Section 2.3, either party may terminate intellectual property of Acxiom or (i) this Agreement upon ninety (90) days prior written owners who provided the Data to Acxio notice for convenience, provided that no Product Schedule is that Customer has no rights whatsoe in effect upon termination, or (ii) this Agreement or a Products except as expressly set for Product Schedule immediately in the event the other party is the applicable Product Schedule. in default under this Agreement or the respective Product Schedule and fails to cure such default within thirty (30) 5. PRODUCT LICENSE / DELIVERY. days of written notice from the other party specifying the nature of such default. 5.1 License Grant. Acxiom her --------------2.3 In the event of a termination of the Agreement and hereby receives a limited, non-trans in the event that any Product Schedule is still in effect as license ("License") to use the Data of the effective date of such termination, this Agreement of this Agreement and the applicable shall remain in full force and effect with respect to such Product Schedule and until such Product Schedule is 5.2 Use by Future Subsidiaries. terminated in accordance with the terms set forth in the --------------------------Product Schedule. future Subsidiary of Customer de Products from Acxiom, Customer and 2.4 In the event that legislation, governmental agree upon and execute an amendment regulations, or industry self-regulation prohibits the the applicable Product Schedule, wh delivery or use of a Product, Acxiom may terminate this forth the specific Products, servi Agreement or the applicable Product Schedule upon the related thereto to be licensed t effective date of such legislation or regulations. If Acxiom Acxiom. should voluntarily withdraw a Product due to legislative, regulatory, industry, or political pressures, Acxiom may 5.3 Restrictions. In addition terminate this Agreement or the applicable Product Schedule ------------upon three (3) months prior written notice, and Customer included in a Product Schedule an shall discontinue using the Data (as defined below) at the authorized in a Product Schedule, end of such three-month period. Data as a factor in establis creditworthiness or eligibility for 2.5 Upon the termination of this Agreement or a Product or (ii) employment. Schedule for any reason, Customer shall, at Acxiom's option, destroy or return to Acxiom the respective Data and any 5.4 Suppression Files. Unless copies thereof and certify in a writing to be delivered to -----------------Acxiom within five (5) business days following such Customer in writing and as applicabl destruction or return that the Customer has fully complied set forth in the Product Sc with the requirements of this Section. Upon termination, automatically apply the Direct M Customer shall promptly pay to Acxiom any outstanding fees ("DMA") Mail Preference Service an owed to Acxiom. In no event shall Customer be entitled to a Service suppression files, e-mail s refund of amounts paid, except as specifically provided in state suppression files (the "Sup this Agreement. prospecting use of the Data not invo files to designate an individual 3. PRODUCTS / PAYMENT. out of receiving marketing solicitat Customer does not honor such electio 3.1 Subject to the license granted in Section 5, Acxiom this Agreement immediately and witho

may provide (i) data ("Data") products ("Products") described

contained in the Acxiom in one or more Product

to Customer, and Customer agrees to hold Acxiom harmless for any claims

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------DATA PRODUCTS LICENSE AGREEMENT ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------arising out of Customer's failure to honor such election. 7. PRIVACY / DATA PROTECTION. The Further, due to the varying publication dates of updates to with all privacy and data prote the Suppression Files, Customer acknowledges that Acxiom regulations, and with the DMA's pub cannot guarantee that the names or telephone numbers of all are or which may in the future be ap such consumers have been identified on or deleted from the Products supplied to Customer hereunder. 8. GENERAL WARRANTIES. 5.5 Consumer Inquiries. Unless otherwise provided in an -----------------applicable Product Schedule, Customer shall be responsible for accepting and responding to any communication initiated by a consumer ("Consumer Inquiries") arising out of Customer's use of the Data. Customer agrees that it will implement a "consumer care" system that includes in-house capabilities to suppress consumer information, upon request by a consumer, from future marketing initiatives by Customer. Customer agrees to honor such consumer's request to opt-out of receiving telemarketing, e-mail marketing and direct marketing solicitations by suppressing such consumer information from Customer's marketing solicitations. Customer may communicate to Acxiom records of the deceased and only Consumer Inquiries that are determined to involve the accuracy of the Data. No reference to Acxiom in written or oral communication to a consumer or in scripts used by Customer in responding to Consumer Inquiries shall be made without Acxiom's prior written approval. Acxiom may from time to time, upon specific request from consumers, provide corrections to the Data to Customer, and Customer further agrees to update its records upon receipt of such corrections. 5.6 Third Party Restrictions. Because certain portions -----------------------of the Data are from Data Owners, Acxiom is obligated to comply with certain restrictions and requirements placed upon the use of such information by these third parties. Customer shall strictly comply with all restrictions and requirements now or hereafter imposed upon Acxiom by any Data Owner and made known to Customer in writing. Delivery. In the event that Acxiom provides the -------Products to Customer electronically, Customer acknowledges that certain mechanical or software failures may render an electronic transmission medium unavailable for periods of time and that Acxiom may not be able to provide advance warning to Customer of such downtime. Acxiom shall make a reasonable attempt to provide Customer with advance notice of downtime. 6. CONFIDENTIALITY. 6.1 The Data provided to Customer by Acxiom or any proprietary or confidential information provided hereunder by one party ("Disclosing Party") to the other ("Receiving Party") shall be held in strict confidence by the Receiving Party and shall not be disclosed or used for any purpose other than as specifically authorized by the Disclosing Party or as expressly provided in this Agreement without the prior written consent of the Disclosing Party. The Receiving Party shall exercise at least the same degree of care with which it protects its own confidential or proprietary information, but not less than a reasonable degree of care, to ensure compliance with its obligations under this Agreement respecting the authorized use, protection and security of the Disclosing Party's confidential information, and to this end shall instruct its employees and all other parties who have a need to know and are permitted access to the Disclosing Party's confidential information of the restrictions contained in this Agreement. 6.2 Customer agrees not to remove any product identification, copyright or other proprietary notices from the Products. 5.7 8.1 Acxiom warrants that it s consistent with standard industry provide the Data described herein workmanlike manner, that it is au Data, and that by executing this Ag violate any law, statute or regulat any other agreement to which Acxiom

8.2 Acxiom warrants that the Dat be as current, accurate and complet achieve dusing the source data, processing methods normally emplo ordinary course of its business foregoing, Acxiom does not warrant free. Neither Acxiom nor the D independently verify the com authenticity of the Data. In additio and by Acxiom and the Data Owners ma iption and transmission errors. Ac provided on an "as is," "as availabl reliance upon the Data by Custome be at their own risk. THE FOREGOING AND ACXIOM MAKES AND CUSTOMER RECEI EXPRESS OR IMPLIED, AND ALL IMPLIED ILITY AND FITNESS FOR A PARTICULAR DISCLAIMED. 8.3 Customer warrants that (i) limited liability company, duly for under the laws of the state of organization; (ii) it is qualified all states where the ownership of i of its operations requires such qual full power and authority to enter Agreement; (iv) the execution and d has been duly authorized; and Agreement, it does not violate regulation and does not breach any o it is a party or is bound. 8.4 Acxiom warrants that (i) it formed and in good standing under its incorporation or organization; transact business in all states whe properties or nature of its ope qualification; (iii) it has full p enter into and perform the Agreement delivery of the Agreement has been d by executing the Agreement, it d statute or regulation and does agreement to which it is a party or 9. REMEDIES. 9.1 Acxiom's sole obligation a remedy for any claim of defective D services shall be to correct the services in question without charge to refund the price paid by Custo or Data. Customer must provide wri of such claim, describing any error with any necessary backup informatio acknowledges that some correction shall be dependent on the availab source of the applicable data. 9.2 Acxiom's aggregate liabilit

6.3 Customer agrees that no part of the Products will be used in the development of (i) any application that is outside the scope of this Agreement or applicable Product Schedule or (ii) any products or services to be provided to third parties including, without limitation, any list enhancement or data appending service or product.

for negligence, breach of warranty, action, shall be limited to the processing services or Data to which

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------DATA PRODUCTS LICENSE AGREEMENT ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------10. LIMITATION OF LIABILITY. IN NO EVENT SHALL ACXIOM OR ANY in exercising any right hereunder DATA OWNER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL waiver of such right. The headings OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND are for reference purposes only a HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO LOST INCOME OR substantive part of this Agreement. LOST REVENUE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY. Any cause of action arising from or in connection 12.6 This Agreement may be exe with this Agreement shall be asserted within one (1) year of counterparts, including facsimile c the date upon which such cause of action accrued, or the be executed by less than all of the date upon which the complaining party should have reasonably which shall be enforceable with discovered the existence of such cause of action, whichever actually executing such counterpa is later. together shall constitute one docume 11. INDEMNIFICATION. Each party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other (the "Indemnified Party") from and against any and all claims, demands, judgments, liability, damages, losses, costs and expenses, including reasonable attorneys' fees, arising out of or resulting from another party's misuse or unauthorized use of the Data or Product, unless such claim is caused by the Indemnified Party's gross negligence or bad faith. 12. MISCELLANEOUS. 12.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all written or oral prior agreements between the parties with respect to this subject matter. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding any conflict of law provisions, and any amendment shall be in writing and signed by authorized representatives of all parties. 12.7 PUBLICITY. Each party may presentations made to shareholder provided no representation, express be made as to announcing party's party's services and/or products (i to by way of predictions or projecti 12.8 FORCE MAJEURE. Neither pa any losses arising out of the delay performance of obligations under act of God, act of governmental a enemy, war, riot, flood, civil c severe weather conditions, or any reasonable control of the party dela

12.2 To assist Acxiom in the protection of its proprietary rights in the Data, Customer shall permit representatives of Acxiom to inspect, upon five (5) days written notice, at all reasonable times any location where the Data is being used or kept by Customer. Customer agrees to notify Acxiom of any actual or suspected unauthorized use or disclosure of the Data and provide reasonable assistance to Acxiom in the investigation and prosecution of any such unauthorized use or disclosure. Such audit shall be strictly limited to those books and records that specifically relate to information pertinent to the use of the Data. The parties agree that any such audit shall be conducted in a manner that does not disrupt Customer's normal operating procedures, and shall not violate any other obligations that Customer has to its customers. Unless actual unauthorized use or disclosure of the Data is discovered during Acxiom's audit, Acxiom will pay for the costs associated with such an audit. Should actual unauthorized use or disclosure be discovered, then Customer shall be responsible for all costs of the audit in addition to damages awarded pursuant to this Agreement.

12.3 Customer acknowledges that damages would not adequately compensate Acxiom for loss or injury resulting from a breach of the provisions of this Agreement. Acxiom shall have the right to injunctive and other equitable relief to remedy such violations, in addition to any remedies available to Acxiom at law or in equity. 12.4 Customer may not assign, delegate or transfer, by operation of law, merger, sale or otherwise, this Agreement or any of the rights or obligations hereunder, without the express prior written consent of Acxiom which will not be unreasonably withheld. 12.5 If any one or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any of the other portions of the Agreement. Failure or delay by either party

DATA PRODUCTS LICENSE AGREEMENT

IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement to be effective as of the Effective Date.
SEARCHHELP, INC. 1055 Stewart Ave., Suite 12 Bethpage, New York 11771 BY: --------------------------------(Signature) --------------------------------(Print or Type Name & Title) ACXIOM CORPORATION #1 Information Way, Post Office Box 8180 Little Rock, Arkansas 72203 BY: -------------------------------------(Signature) Anthony Santoro, Business Unit Leader --------------------------------------

--------------------------------------------------------------------------------------------------------------------------------------------------------------DATA PRODUCTS LICENSE AGREEMENT ---------------------------------------------------------------------------------------------------------------------------------------------------------------

PRODUCT SCHEDULE --------------------------------------------------------------------------------------------------------To the Data Products December 26 2001 Customer: License Agreement dated: --------------------------------------------------------------------------------------------------------Products: InfoBase(R)Telephone Directories Product Schedule Effective Date: ---------------------------------------------------------------------------------------------------------

Capitalized terms not defined in this Product Schedule shall have the meaning given them in the Agreement. TERM The initial term of this Product Schedule ("Product Schedule Initial Term") shall begin on the Product Schedule Effective Date and shall continue for a period of 13 MONTHS and thereafter shall continue and remain in effect for additional one (1) year terms until terminated as set forth below. For purposes of this Product Schedule, the Product Schedule Initial Term and all renewal terms shall be referred to as the "Product Schedule Term." Either party may terminate this Product Schedule to be effective at the end of the Product Schedule Term by providing written notice to the other party at least ninety (90) days prior to the end of the Product Schedule Term. The data ("Data") provided pursuant to this Product Schedule may be used by Customer for a period not to exceed the Product Schedule Term. Upon any expiration or termination of this Product Schedule, Customer must return or destroy the Data in accordance with the Agreement. PRODUCTS: The following selected Data package of the Product shall be provided to Customer. If applicable, the specific Data elements to be provided to Customer from the Products are set forth on Attachment 1 attached hereto and made a part hereof. X US Business Acxiom shall provide the Data to Customer on the type of media and in the format selected below within fifteen (15) days of the execution of this Product Schedule. DATA PACKAGE NUMBER: BUS. FORMAT D (4) MEDIA: FTP FORMAT: ASCII COMMA DELIMITED Acxiom shall provide updates to the Data on a quarterly basis. PAYMENT TERMS: Customer agrees to pay the license fees ("License Fees") set --------------- forth below upon receipt of an invoice from Acxiom. FEE: $78,000.00 Annually (Product Schedule Initial Term is 13 months) PAYMENT SCHEDULE: $6500.00 Monthly Payment shall be due beginning January 2002 and each month thereafter, except that Customer will not pay the Monthly Fee in March 2002. PERMITTED USES/RESTRICTIONS: Customer may use the Data described in this --------------------------- Product Schedule in accordance with the following:

1. Customer may use the Data for its own internal directory assistance application, or as part of an Internet or internal intranet directory assistance application ("Directory Assistance Application") on Customer's World Wide Web Internet Site ("Customer Web Site"). As part of the Internet Directory Assistance Application, visitors ("Web Site User") to the Customer Web Site may search a national database of residences and/or businesses. Customer agrees that it shall institute appropriate measures to ensure that Web Site Users are prohibited from downloading any Data from the Customer Web Site in any form whatsoever; provided, however, that the Web Site User may print or save up to fifty (50) specific listings at a time to the Web Site User's personal cell phone, personal digital assistant ("PDA") or PC for such Web Site User's personal use only. 2. Customer shall hold and use the Data strictly in accordance with the following conditions, unless otherwise agreed in writing: 2.1 The Data shall remain on Customer-owned and controlled servers ("Customer Servers") at all times during the Product Schedule Term. The initial Customer Server hosting street address is 1055 Stewart Ave., Bethpage, NY 11771. Customer may change the hosting address set forth herein upon prior written notice to Acxiom, which notice shall contain the new address location or any additional address locations of Customer-owned and controlled servers on which the Data will be stored. 5

2.2 Customer shall not use the Data as part of any interactive, on-line, CD-ROM or other derivative product or resell or distribute the Data or any subset thereof in any way except as provided in this Product Schedule. 2.3 Customer agrees to include the following statement regarding copyright and unauthorized use, which statement shall be prominently displayed on the Customer Web Site or intranet site, as applicable: "This information is proprietary to Acxiom Corporation and is protected under U.S. copyright law and international treaty provisions. This information is licensed for your personal or professional use and may not be resold or provided to others. You may not distribute, sell, rent, sublicense, or lease such information, in whole or in part to any third party; and you will not make such Acxiom information available in whole or in part to any other user in any networked or time-sharing environment, or transfer the information in whole or in part to any computer other than the PC used to access this information." 2.4 The parties agree that Acxiom's copyright notice shall be displayed at the end of each session when the Data is downloaded by the Web Site User as described above in Section 1. 3. In the event that Customer receives Acxiom's proprietary standardized yellow pages heading Codes (the "SYPH Codes"), Core Microcodes, or Acxiom's SIC schema ("SIC Codes") (collectively, the "Codes") as part of the Products licensed pursuant to this Product Schedule, Customer may use such Codes only in accordance with the permitted uses described in this Product Schedule. In addition to the restrictions set forth herein, Customer shall not modify, adapt, translate, reverse engineer, de-compile, disassemble, or otherwise attempt to discover the technology or matching methodologies underlying the Codes, nor shall Customer instruct or allow anyone else to undertake such prohibited actions. SPECIAL TERMS AND CONDITIONS: In addition to the foregoing, the following special terms and conditions are applicable to Customer's use of the Products: 1. Customer agrees that at all times it shall maintain current, accurate and complete books and records relating to its usage of the Data and royalty payments, if applicable, due Acxiom derived therefrom. Customer agrees that Acxiom, or any designee of Acxiom, shall have the right at any time following the Effective Date of this Agreement to examine, inspect, audit, review and copy or make extracts from all such books, records and any source documents used in the preparation thereof during normal business hours upon written notice to Customer at least three (3) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be strictly limited to those books and records which specifically relate to information pertinent to the use of the Data. 2. Each Customer -Web page containing Acxiom Data will display a logo as demonstrated at HTTP://WWW.DATABYACXIOM.COM on the first or initial screen of each results page. Customer agrees that each logo will be hyper-linked to the WWW.DATABYACXIOM.COM page or another page within the Acxiom Web site as determined by Acxiom. 3. CONSUMER INQUIRIES. Customer shall be responsible for accepting and -------------------- responding to any communication initiated by a consumer ("Consumer Inquiries") arising out of Customer's services that utilize the Data. Customer agrees that it will implement a "consumer care" system that includes in-house capabilities to suppress consumer information, upon request by a consumer, from Customer Web Site and agrees to honor any such request by suppressing such consumer information from Customer Web Site. The parties agree that as part of Customer's "consumer care" system, Customer shall include an opt out notice on the first or initial screen of each results page that provides the consumer with instructions for requesting that the consumer's information be removed from Customer Web Site. Customer may communicate to Acxiom records of the deceased and only Consumer Inquiries that are determined to involve the accuracy of the Data. No reference to Acxiom in written or oral communication to a consumer or in scripts used by Customer in responding to Consumer Inquiries shall be made without Acxiom's prior written approval. 4. Subsidiaries. The Subsidiaries listed below shall have access to and use of ------------ the Data: NONE. 6

IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Product Schedule to be effective as of the Product Schedule Effective Date.
SEARCHHELP, INC. BY: /s/ William Bozsnyak --------------------------------(Signature) William Bozsnyak --------------------------------(Print or Type Name & Title) President --------------------------------(Title) ACXIOM CORPORATION BY: /s/ Anthony Santoro -------------------------------------(Signature) Anthony Santoro --------------------------------------

Business Unit Leader --------------------------------------

7

Attachment 1 to the Product Schedule and Data Products License Agreement The Data elements to be provided to Customer are as follows: IBTD STANDARD US BUSINESS RECORD LAYOUT Business Format D (4) --------------------------------------------------------------------------------------------------------DESCRIPTION FORMAT LENGTH S --------------------------------------------------------------------------------------------------------RECORD ID CHARACTER 10 1 BUSINESS NAME/CAPTIONS CHARACTER 64 1 STREET NUMBER CHARACTER 10 7 STREET DIRECTIONAL CHARACTER 2 8 STREET NAME CHARACTER 20 8 UNIT DESIGNATOR CHARACTER 4 1 APARTMENT NUMBER CHARACTER 8 1 CITY NAME CHARACTER 20 1 STATE CODE CHARACTER 2 1 ZIP CHARACTER 5 1 ZIP + 4 CHARACTER 4 1 PHONE CHARACTER 10 1 PUBLICATION DATE (CCYYMM) CHARACTER 6 1 AGE (CCYYMM) CHARACTER 6 1 NO SOLICATION CHARACTER 1 1 Y=Yes (Do Not Solicit) Blank=Default SIC 1 CHARACTER 6 1 SIC 2 CHARACTER 6 1 SIC 3 CHARACTER 6 1 SIC 4 CHARACTER 6 1 BUSINESS FLAG CHARACTER 1 1 1=Business 2=Government 5=Professional A=Government (Generic) B=Government (Federal) C=Government (State) D=Government (County) E=Government (Local) F=Government (Schools) G=Government (Tribal) H=Government (Military) I=Government (Community Service) X=Unknown FILE MAINTENCE FLAG CHARACTER 1 1 A=Added Record D=Deleted Record C=Changed Record LATITUDE CHARACTER 10 1 LONGITUDE CHARACTER 11 2 PRECISION CODE CHARACTER 1 2 0=Unable to assign any information 1=Housetop Level 2=9-Digit Level 3=Block Group Level 4=7-Digit Level 5=5-Digit Level 6=SCF Level FIPS CHARACTER 16 2 MOVE FLAG CHARACTER 1 2 Y=Yes Blank=Default

RECORD:

2

8

EXHIBIT (6)(h) TEAMING AGREEMENT This Teaming Agreement (this "AGREEMENT") is made as of December 20, 2001, by and between SearchHelp, Inc., a Delaware corporation with an office located at 1055 Stewart Avenue, Bethpage, New York (the "COMPANY") and NATIONAL ECONOMIC DEVELOPMENT ADVISORS, LLC, a New York limited liability company controlled by Martin R. Cantor, CPA, an individual residing at 28 Woodmont Road, Melville, New York 11747 and Noel C. Bonilla, an individual residing at 17 Northwood Blvd., Central Islip, New York 11722 (the "CONSULTANT"). WITNESSETH WHEREAS, the Company is desirous of having the Consultant provide its expertise in community development and not-for-profit consulting (the "SERVICES") to members or clients of the Company (the "MEMBERS"); and WHEREAS, the Consultant desires to perform such Services for the Company on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the premises and covenants set forth herein, each of parties agrees as follows: 1. SERVICES. (a) Subject to the terms and conditions set forth in this Agreement, the Company engages the Consultant to provide the Services to the Members. The Services shall be provided on either a fixed fee or a time and materials basis negotiated by Consultant with the Members, and only the Members shall be responsible for compensation to the Consultant for such Services. The Company may, from time to time, make changes in the scope of the Services to be performed under this Agreement and these changes, to be effective, shall be in writing and mutually agreed to by the Company and the Consultant, such agreement not to be unreasonably withheld. The Company will make management and technical personnel available to assist Consultant in any discussions and negotiations with the Members directed toward completing a contract for Services in a timely and commercially reasonable manner. 2. TERM. This Agreement, other than the terms, including without limitation the restrictive covenants, that will endure beyond the termination or expiration of this Agreement as stipulated throughout this Agreement, shall commence on the date written above and shall terminate three (3) years from the date hereof. Notwithstanding the above, either party may terminate this Agreement, with or without cause, upon sixty (60) days prior written notice to the other party; provided, Consultant shall continue to provide Services to any Member for which Services were commenced or contracted for prior to termination. Should either party terminate this Agreement, the other party will be released from all its obligations under this Agreement, except for those that expressly survive termination.

3. PARTIES' RELATIONSHIP (a) Consultant will, in all discussions with Members in respect to the Services, identify the Company as an independent company, and will state in such discussions the relationship of the parties and the responsibility of each party. (b) This Agreement is not intended by the parties to constitute or create a joint venture, partnership or formal business organization of any kind, and the rights and obligations of the parties shall be only those expressly stated in this document. Neither of the parties shall have the authority to bind the other except to the extent authorized herein. Nothing in this Agreement shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both of the parties. (c) Each party shall furnish to the other such cooperation and assistance as may be reasonably required hereunder for the preparation and submission of a proposal; provided, however, that the parties, as between themselves, shall be deemed to be independent contractors, and the employees of one shall not be deemed to be the employees of the other. (d) The parties hereunder designate the following individuals within their own organizations as their representatives responsible to direct performance of the all necessary functions hereunder (including receipt and protection of proprietary information). Such representatives shall have primary responsibility to effectuate the requirements and responsibilities of the parties under this Agreement. For Consultant: Martin R. Cantor For Company: Debbie Seaman (e) Nothing in this Agreement shall limit or restrict the rights of the parties from quoting, selling or providing to others not Members (a) their standard commercial products and services upon demand, (b) other previouslyoffered products and services, and (c) technical information concerning products and services. In the event the Member should request the Company, or the Company is presented the opportunity, to make presentations, whether orally or by written communications, to the Members concerning either the Services or products and services of the Company, such request or opportunity shall be made known to the Consultant. (f) Consultant is contemplated as the prime interface with the Member and it is recognized that Company may have continuing relations with the Member, and both parties may be the recipients of inquiries concerning the subject matter of this Agreement. Therefore, any relevant communications with the Member involving this Agreement or the Services shall not be deemed to be a breach of the confidentiality provisions of this Agreement. 2

(g) Each of the principals of Consultant shall serve on the Advisory Board of the Company. 4. BILLING The Company shall bill the Member for Services performed by the Consultant in accordance with the amounts set forth in a separately negotiated contract between the Company and the Member. The Member shall be solely responsible for payment to the Company. The Consultant shall either negotiate the contract with the Member or shall have the right, in its sole discretion, to reject any contract for Services to be provided by the Consultant to a Member. 5. CONSULTING FEE (a) Consultant shall receive a consulting fee equal to fifty-five percent (55%) of all compensation (not including reimbursement for expenses) received by Company from the Member for the Services provided by Consultant. The payment of such fee shall be due to the Consultant within five (5) days of receipt of payment from the Member. Notwithstanding anything to the contrary set forth above, however, the Company shall have no obligation to make any payment to the Consultant for Services rendered to a Member unless and until the Company has received payment for such Services from the Member. The Company shall submit to Consultant, along with any payment for the consulting fee, all reasonably detailed written documentation of payments by the Member. (b) As consideration for agreeing to serve on the Advisory Board of the Company as set forth in SECTION 3 (G), each of Martin R. Cantor and Noel C. Bonilla shall receive 100,000 fully paid and non-assessable shares of common stock of the Company, free and clear of any claim, lien, option, charge or encumbrance, within one (1) month from the date hereof. 6. CONFIDENTIALITY Each party agrees not to divulge any information that it receives from the other, other than as contemplated herein, during the term of the Agreement, and for a period of three (3) years thereafter, concerning matters expressed by such party to be considered confidential or secret information, all of which will be treated by the other party and its employees and agents in strict confidence and will not be divulged to any person other than those who have a bona fide requirement for such information in the course of performing Services under this Agreement. 7. NON-DISPARAGEMENT Each party agrees that during the term of this Agreement and for a period of three (3) years following termination hereof, neither party will denigrate, disparage or defame the other party, or any of such party's officers, directors, employees, consultants, subsidiaries or affiliates, and neither party shall make 3

any derogatory comments or statements to the press, customers, potential customers, or any individual or entity with whom the other party has a business relationship. 8. LIMITATION ON LIABILITY IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any and all events, the Consultant's aggregate and cumulative liability for damages under this Agreement with respect Services provided to any Member in connection with this Agreement shall be limited, and in no event exceed the amount of fees paid to the Consultant by the Company for the Services provided to the respective Member. 9. INDEMNIFICATION (a) Each party (the "Indemnifying Party") shall indemnify and hold the other party (the "Indemnified Party") harmless against all claims, liabilities and costs, including reasonable legal fees and expenses incurred by Indemnified Party arising out of or in any way related to the gross negligence or willful misconduct of the Indemnifying Party. Furthermore, notwithstanding the limitations on liability set forth in Section 8 above, the Consultant shall indemnify and hold the Company harmless from and against any all claims, liabilities and costs whatsoever arising directly out of the provision of any Services to any Member. (b) Notice must be given within a reasonable time after discovery of any fact or circumstance on which a party could claim indemnification ("Claim" or "Claims"), provided that no delay in providing such notice shall relieve the other party from any obligation hereunder unless (and solely to the extent) the other party is prejudiced thereby. The notice shall describe the nature of the Claim, if the Claim is determinable, the amount of the Claim, or if not determinable, an estimate of the amount of the Claim. Each party agrees to use its best efforts to minimize the amount of the loss or injury for which it is entitled to indemnification. If the Indemnifying Party, in order to fulfill its obligations to the other party, must take legal action or defend the other party in legal action, the outcome of which would give rise to the other party seeking indemnification, the Indemnifying Party shall consult with the other party with respect to such legal action and allow it to participate therein at its own expense. (c) No Claim for which indemnification is asserted shall be settled or compromised, including consent to the entry of a judgment, without the written consent of the Indemnifying Party and, if the settlement, compromise or judgment is not limited to the payment of money damages by the Indemnifying Party only or imposes an injunction or other equitable relief upon the Indemnified party, by the Indemnified party. 4

(d) Subject to the provisions of the Section, neither party shall have recourse for indemnification until the Claims are fully and finally resolved. For a period of thirty (30) days following the giving of the notice of such Claim, the parties shall attempt to resolve any differences they may have with respect to such Claim. (e) A Claim shall be deemed finally resolved in the event a matter is submitted to a court, upon the entry of a judgment by a court of final authority. 10. FORCE MAJEURE Neither party shall be responsible for any failure to perform or for any delay in performance of the Services where the failure or delay is due to acts of God or the public enemy, war, riot, embargo, fire, explosion, sabotage, flood, accident, strikes, lockouts or other labor disturbances, orders or decrees of any competent governmental or regulatory body, or any circumstance of like or different character beyond such party's control. 11. PUBLICITY The parties shall not issue a news release, public announcement, advertisement, or any other form of publicity concerning their efforts in connection with this Agreement or the Services to be provided in connection with this Agreement without obtaining prior written approval from the other party. In the event such approval is granted, any resulting form of publicity shall give full consideration to the role and contributions of the other party. 12. GOVERNING LAW This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of New York without giving effect to the conflicts of law rules that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties hereto. The parties hereby consent to and submit to the jurisdiction of the federal and state courts located in Nassau County, New York. 13. NOTICES All notices hereunder shall be in writing and shall be validly given, made or served (i) if in writing and delivered personally; (ii) five days after being sent first class certified or registered mail, postage prepaid; or (iii) one day after being sent by nationally recognized overnight courier to the party for whom intended at the addresses as set forth above or at such other address as may be provided. 14. WAIVER No waiver of any provisions of this Agreement shall be valid unless it is in writing and signed by the person or entity against whom it is sought to be enforced. The failure of any party at any time to insist on strict performance 5

of any condition, promise, agreement, or understanding contained herein shall not be construed as a promise, agreement or understanding at any future time. 15. SEVERABILITY; HEADINGS Each provision of this Agreement shall be considered severable to the extent that if any one provision or clause conflicts with existing or future applicable law, or is not given full force and effect because of such law, such conflict or unenforceability shall not affect any other provision of this Agreement which, consistent with such law, shall remain in full force and effect. All such conflicting provisions shall be modified or reformed only to the extent required for compliance with any applicable laws. All surviving clauses shall be construed so as to effectuate the purpose and intent of the parties. The headings of paragraphs herein are included solely for convenience or reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 16. ASSIGNMENT The interest of a party hereto may not be assigned or transferred without the prior written consent of all other parties. Notwithstanding the foregoing, this Agreement shall be binding upon any assignee or successor. 17. SURVIVAL Sections 4 through 9 shall survive the termination of this Agreement. 18. ENTIRE AGREEMENT This agreement constitutes the full and complete understanding and agreement of the parties hereto and supersedes all prior agreements and understanding with respect to the subject matter hereof, whether written or oral. This Agreement may not be changed orally, but only by an Agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. 19. COUNTERPARTS This Agreement may be executed in one or more counterparts which, taken together, shall constitute one and the same instrument, and this Agreement shall become effective when one or more counterparts, of which facsimile signatures are acceptable, have been signed by each of the parties. It shall not be necessary in making proof of this Agreement or any counterpart hereof to account for more than one such counterpart. 6

IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first above written. SEARCHHELP, inc.
By: /s/ William Bozsnyak --------------------------------William Bozsnyak President

NATIONAL ECONOMIC DEVELOPMENT ADVISORS, LLC
By: /s/ Martin R. Cantor --------------------------------Martin R. Cantor President

7

EXHIBIT (6)(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SAID ACT OR, IN THE OPINION OF COUNSEL TO THE COMPANY, AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE. ANY ROUTINE SALES OF THE SECURITIES WHICH MAY BE MADE IN RELIANCE UPON RULE 144 UNDER SAID ACT, IF AVAILABLE, CAN BE MADE ONLY IN ACCORDANCE WITH ALL OF THE TERMS AND CONDITIONS OF THAT RULE. THE COMPANY MAKES NO REPRESENTATION THAT IT WILL MEET THE REPORTING REQUIREMENTS OR ANY OTHER REQUIREMENTS OF RULE 144. PROMISSORY NOTE
Maker: Maker's Mailing Address SearchHelp, Inc. 1055 Stewart Avenue, Suite 12 Bethpage, New York 11714

Payee: Payee's Mailing Address: Payee's Social Security Number: Principal Amount: Twenty-Five Thousand and No/100 Dollars ($25,000)
Effective Date: -------------------------------------------------------Annual Interest Rate on Unpaid Principal from Effective Date: Annual Interest Rate on Matured, Unpaid Amounts: Terms of Payment (principal and interest):

Ten Percent (10%) per annum

Ten Percent (10%) per annum

The entire amount of principal, together with accrued interest thereon, is payable in one installment 60 days from the effective date. Maker reserves the right to prepay this Promissory Note in any amount at any time prior to maturity without penalty.

1. General. Maker promises to pay to Payee at the place of payment, and according to the terms of payment, the principal amount plus interest at the rates stated above.
2. Common Stock Purchase Option. If there occurs an Event of Default (as ---------------------------defined below in paragraph 7), then Payee shall have the option to purchase up to Ten Thousand (10,000) shares of Common Stock for a

purchase price of $.01 per share. If the Event of Default continues for 30 days, then after the 30th day (and at the end of each successive 30-day period until this Promissory Note is paid in full), Payee shall have the option to purchase up to an additional Five Thousand (5,000) shares of Common Stock for a purchase price of $.01 per share. 3. Costs of Collection. If this note is given to an attorney for collection, or if suit is brought for collection, or if it is collected through, bankruptcy, or other judicial proceeding, then Maker shall pay Payee all costs of collection, including reasonable attorneys' fees and court costs, in addition to other amounts due. 4. Savings Clause. Interest on the debt evidenced by this Promissory Note shall not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law; any interest in excess of that maximum amount shall be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides other provisions in this and all other instruments concerning the debt. 5. Representation of Payee. Payee represents and warrants to Maker as follows: (a) Payee acknowledges that this Promissory Note evidences a debt owed by the Maker to Payee and is not intended to be or constitute a security (debt or otherwise) and as such is not a security subject to federal or state securities laws. (b) Payee acknowledges and agrees that this Promissory Note is not negotiable and is not transferable without the express written consent of the Maker. (c) The Payee acknowledges that Maker will pay a fee in the amount of 10% of the principal amount loaned pursuant to this Promissory Note to Robert M. Cohen & Company, Inc., for services rendered in connection with execution and delivery of this Promissory Note. (d) Payee has received and examined all information concerning Maker which Payee considers necessary to making an informed decision regarding the loan represented by this Promissory Note (the "Loan"). In addition, Payee has had the opportunity to ask questions of, and receive answers from, the officers and agents

of Maker concerning Maker and to obtain such information, to the extent such persons possessed the same or could acquire it without unreasonable effort or expense, as Payee deemed necessary to verify the accuracy of the information referred to herein. (e) The Payee acknowledges and understands that: (i) the Maker will use the Loan for a Business which currently is in the development stage, (ii) the Loan will not be sufficient to provide the Maker with the necessary funds to achieve its business plan, (iii) the Maker may never be able to raise sufficient funds to achieve its business plan, (iv) this Promissory Note will not be guaranteed, and (v) the Payee bears the economic risk of losing the Loan and never being repaid. 6. Governing Law. This Promissory Note, and all rights and remedies hereunder, will be governed by the laws of the State of New York. 7. Event of Default. An "Event of Default" shall have occurred if Maker fails to pay any payment of principal or interest on this Promissory Note when due.
MAKER: SearchHelp, Inc.

By: -------------------------Name: William Bozsnyak

Title: President The undersigned Payee hereby confirms the representations and warranties made by the Payee set forth above. Payee

EXHIBIT 6(j) Promissory Note Maker: SearchHelp, Inc. Maker's Mailing Address: 1055 Stewart Avenue, Suite 12 Bethpage, New York 11714 Payee: Payee's Mailing Address: Payee's Social Security Number: Principal Amount: Twenty-Five Thousand and No/100 Dollars ($25,000)
Effective Date: ----------------------------------------------------------------Annual Interest Rate on Unpaid Principal from Effective Date: Annual Interest Rate on Matured, Unpaid Amounts: Terms of Payment (principal and interest):

Ten Percent (10%) per annum

Ten Percent (10%) per annum

The entire amount of principal is payable in one installment 120 days from the Effective Date. Maker reserves the right to prepay this Promissory note in any amount at any time prior to maturity without penalty. Interest on the unpaid principal balance of this Promissory Note shall be due and payable on the last business day of each calendar month following the Effective Date of this Promissory Note and the date on which this Promissory Note matures or shall be paid in full.

1. General. Maker promises to pay to Payee at the place of payment, and according to the terms of payment, the principal amount plus interest at the rates stated above. All unpaid amounts shall be due by the final scheduled payment date. 2. Default Penalty. If there occurs an Event of Default (as defined below in paragraph 7), then Maker shall, on the last business day of each calendar month until all such defaults are cured, pay to the Payee the sum of $200.00, as a late payment penalty (the "Late Payment Penalty"). Regardless of the number of Events of Default, the Late Payment Penalty shall not exceed $200.00 in any calendar month.

3. Costs of Collection. If this note is given to an attorney for collection, or if suit is brought for collection, or if it is collected through, bankruptcy, or other judicial proceeding, then Maker shall pay Payee all costs of collection, including reasonable attorneys' fees and court costs, in addition to other amounts due. 4. Savings Clause. Interest and Late Payment Penalties on the debt evidenced by this Promissory Note shall not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law; any interest in excess of that maximum amount shall be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides other provisions in this and all other instruments concerning the debt. 5. Representation of Payee. Payee represents and warrants to Maker as follows: (a) Payee acknowledges that this Promissory Note evidences a debt owed by the Maker to Payee and is not intended to be or constitute a security (debt or otherwise) and as such is not a security subject to federal or state securities laws. (b) Payee acknowledges and agrees that this Promissory Note is not negotiable and is not transferable without the express written consent of the Maker. (c) The Payee acknowledges that Maker will pay a fee in the amount of 10% of the principal amount loaned pursuant to this Promissory Note to Robert M. Cohen & Company, Inc., for services rendered in connection with execution and delivery of this Promissory Note. (d) Payee has received and examined all information concerning Maker which Payee considers necessary to making an informed decision regarding the loan represented by this Promissory Note (the "Loan"). In addition, Payee has had the opportunity to ask questions of, and receive answers from, the officers and agents of Maker concerning Maker and to obtain such information, to the extent such persons possessed the same or could acquire it without unreasonable effort or expense, as Payee deemed necessary to verify the accuracy of the information referred to herein. (e) The Payee acknowledges and understands that: (i) the Maker will use the Loan for a Business which currently is in the development stage, (ii) the Loan will not be sufficient to provide the Maker with the necessary funds to achieve its business plan, (iii) the Maker may never be able to raise sufficient funds to achieve its business plan, (iv) this Promissory Note will not be guaranteed, and (v) the Payee bears the economic risk of losing the Loan and never being repaid.

6. Governing Law. This Promissory Note, and all rights and remedies hereunder, will be governed by the laws of the State of New York. 7. Event of Default. An "Event of Default" shall have occurred if Maker fails to pay any payment of principal or interest on this Promissory Note when due.
MAKER: By: ---------------------------------Name: William Bozsnyak SearchHelp, Inc.

Title: President The undersigned Payee hereby confirms the representations and warranties made by the Payee set forth above. Payee

EXHIBIT 6(k) SEARCHHELP, INC. 1055 STEWART AVENUE BETHPAGE, NY 11714 January , 2001 [Stockholder] [Address] Dear [Stockholder] You are a stockholder of SearchHelp, Inc. (the "Company") and you own shares of the Company's common stock, par value $.0001 (the "Common Stock"). The Company will file a Registration Statement on Form SB-1 (the "Registration Statement") with the Securities and Exchange Commission for the initial public offering of the Common Stock. In connection with the Company's pending initial public offering, during the period commencing on the effective date of the Registration Statement and ending twelve (12) months thereafter you: (i) agree not to (x) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission) or (y) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock (regardless of whether any of the transactions described in clause (x) or (y) is to be settled by the delivery of Common Stock, or such other securities, in cash or otherwise), without the prior written consent of the Company; (ii) agree not to make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, without the prior written consent of the Company; and (iii) authorize the Company to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of the Company with respect to any shares of Common Stock and any securities convertible into or exercisable or exchangeable for Common Stock for which you are the record holder and, in the case of any such shares or

securities for which you are the beneficial but not the record holder, agree to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such shares or securities. You hereby represent and warrant that you have the full power and authority to enter into the agreements set forth herein, and that, upon request, you will execute any additional documents necessary or desirable in connection with the enforcement hereof. All authority herein conferred or agreed to be conferred shall survive your death or incapacity and any of your obligations shall be binding upon your heirs, personal representatives, successors, and assigns. Very truly yours, SEARCHHELP, INC.
By: -----------------------------Name: William Bozsnyak Title: President ACKNOWLEDGE AND AGREED: By: --------------------------Name: ---------------------------

Number of shares of Common Stock owned: -----------------

Certificate Numbers: -----------------

EXHIBIT 10(a) WEINICK SANDERS LEVENTHAL & CO., LLP 1515 BROADWAY NEW YORK, N.Y.
10036-5788 -------------------------------------------------------------------------------CERTIFIED PUBLIC ACCOUNTANTS 212-869-3333 FAX 212-764-3060 WWW.WSLCO.COM

CONSENT OF WEINICK SANDERS LEVENTHAL & CO., LLP (INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS) We consent to the use in the Registration Statement of SearchHelp, Inc. on Form SB-1 under the Securities Act of 1933 of our report dated March 15, 2002 and to the reference to our firm under the heading "Experts" in the Prospectus.
/s/ WEINICK SANDERS LEVENTHAL & CO., LLP

New York, New York May 21, 2002

EXHIBIT 11 TANNENBAUM HELPERN SYRACUSE & HIRSCHTRITT LLP 900 THIRD AVENUE NEW YORK, NEW YORK 10022-4775 (212) 508-6700 FACSIMILE: (212) 371-1084 Board of Directors SearchHelp, Inc. 1055 Stewart Avenue Bethpage, NY 11714 Ladies and Gentlemen: You have requested our opinion, as counsel for SearchHelp, Inc., a Delaware corporation (the "Company"), in connection with the registration statement on Form SB-1, as amended (the "Registration Statement"), under the Securities Act of 1933, as amended, filed by the Company with the Securities and Exchange Commission for the sale to public of 8,000,000 units (the "Units") each Unit consisting of one share of common stock, $.0001 par value (the "Common Stock"), one warrant to purchase one share of Common Stock for $.75 per share (the "Class A Warrants") and one warrant to purchase one share of Common Stock for $1.75 per share (the "Class B Warrants," collectively with the Class A Warrants, the "Warrants"). We have also reviewed your Articles of Incorporation, Bylaws and such other corporate records, documents and proceedings and such questions of law as we have deemed relevant for the purpose of this opinion. In our review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Based upon the foregoing and in reliance thereon, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware with all requisite corporate power and authority to own, lease, license and use its properties and assets and to carry on the business in which it is now engaged. 2. The Company has an authorized capitalization as set forth in the Registration Statement. 3. The shares of Common Stock of the Company to be issued under the Registration Statement and the Common Stock to be issued upon

exercise of the Warrants in accordance with their respective terms will each be duly and validly authorized, legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We hereby further consent to the reference to our name under the caption "Legal Matters" included in the Registration Statement. Sincerely, Tannenbaum Helpern Syracuse & Hirschtritt LLP