EXHIBIT 10.5

                                CONTRACT OF SALE

         THIS  CONTRACT  is  made on April 26,  1999 by and between GoHealth.MD,
Inc., a Delaware  Corporation (the  "Purchaser")  and Computerized  Professional
Enrichment Services (the "Seller").

                                     RECITAL

         WHEREAS,  the  Seller  has  legally  registered  "Healthmall.com"  with
Network  Solutions,  Inc., the national  registry for all domain names, and owns
all  right,  title and  interest  in the web site  constructed  by the Seller in
connection with such domain name;

         WHEREAS,  the Purchaser  desires to purchase  form the Seller,  and the
Seller  desires  to sell to the  Purchaser,  the  "Healthmall.com"  web site and
domain  name,  as well as any and all  rights,  title  and  interest  associated
thereto which the Seller holds;

         THEREFORE,  in  consideration  of the mutual  promises  and  conditions
contained in this contract, the parties agree as follows:

                                PURCHASE AND SALE

         1. The Purchaser  shall purchase from the Seller,  and the Seller shall
sell to the Purchaser,  any and all of the Seller's right, interest and title in
the domain name  "Healthmall.com"  (the "Sale") for the  purchase  price of Five
Thousand Five Hundred Dollars ($5,500.00) payable at the closing of the Sale

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(the "Closing") in the form of a cashier's check,  money order or wire funds. In
addition,  Seller  will  receive 1.0 unit of  GoHealth.MD  pursuant to a Private
Offering  Memorandum  and  consisting  of 2,000 shares of common stock and 2,000
warrants which are exercisable at a price of $2.50 per share.

         2.  At the  closing  of the  Sale,  the  Seller  shall  deliver  to the
Purchaser any and all  documentation in the Seller's  possession  reflecting the
ownership  and  registration  of the domain name  "Healthmall.com"  with Network
Solutions,  Inc., as well as effectuate a domain name modification (as such term
is  commonly  understood)  in  favor  of  GoHealth.MD,  Inc.  The  Seller  shall
additionally  deliver (or, to the extent delivery is impossible,  make known) to
the Purchaser all other  contracts,  agreements  and  commitments  pertaining to
Seller's ownership of said domain name "Healthmall.com."

                    COMPLIANCE WITH LAW AND OTHER INSTRUMENTS

         3. The Seller  hereby  represents  that,  to its best  knowledge  after
reasonable  due  diligence,  the  Seller  is not in  violation  of any  term  or
provision of any charter, by-law,  contract,  agreement,  instrument,  judgment,
decree,  order,  statute,  rule or regulation,  and that the Seller's execution,
delivery and performance of this contract will not result in any violation or in
the creation of any lien,  encumbrance,  or charge on any of the  properties  or
assets of Seller.

                                 SELLER'S TITLE

         4. The Seller warrants that it has good,  absolute and marketable title
to this  domain  name and  that it has been  properly  registered  with  Network
Solutions, Inc.

         5.  The Seller represents that it has no knowledge of any claim against


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it  under  or in  respectof,  nor any  reason  to  believe  that it is or may be
infringing on or otherwise acting adversely to the rights of any person under or
in respect of, any  patent,  trademark,  service  mark,  trade name,  copyright,
license,  or other similar intangible  property;  and Seller is not aware of any
obligation or liability to make any payments by way of  royalties,  fees, or the
like to any  owner or  licensee  of, or other  claimant  under,  any  intangible
property with respect to its use or in  connection  with the conduct of Seller's
business or otherwise (other than any fees that may be owed from time to time to
Network Solutions, Inc.).

                                 INDEMNIFICATION

         6. The Seller shall  indemnify the Purchaser,  and the Purchaser  shall
indemnify  the  Seller,  on and after the  Closing  with  respect to all claims,
actions,  demands,  losses,  costs,  expenses,  liabilities  (joint or several),
penalties  and damages,  including  counsel fees  incurred in  investigating  or
attempting to avoid or oppose the imposition of damages,  resulting to the other
form (1) any inaccurate  representation made by the Seller or the Purchaser,  as
the case may be, in or under this contract,  (2) breach of any of the warranties
or  covenants  made by the  Seller or the  Purchaser,  as the case may be, in or
under this contact or (3) breach or default in the  performance by the Seller or
the Purchaser, as the case may be, of any of the covenants to be performed by it
under this  contract.  The Seller shall  indemnify  the Purchaser for any debts,
liabilities,   or   obligations   of  the  Seller   specifically   relating   to
"Healthmall.com",  other than those obligations  expressly or reasonably assumed
by the Purchaser pursuant to this contract,  and other than those that have been
communicated to the Purchaser by the Seller on or prior to the Closing Date.

                              AMENDMENT AND WAIVER

         7. This  contact  may  be  amended  or  modified at any time and in all
 respects,  and  any  provision  may  be  waived,  by an  instrument  in writing


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executed by both the Purchaser and the Seller,  or by either of them in the case
of a waiver of a right or benefit under this contract of such waiving party.

                             SHAREHOLDERS' APPROVAL

         8. Seller  represents that the sale and transfer of this domain name by
Seller,  as provided for in this  contract,  have been  approved by the board of
directors  and by the  requisite  number of  shareholders.  As such Seller shall
provide a corporate resolution reflecting same.

                                     NOTICES

         8. Any notices or other communications required or permitted under this
contract  shall  be  sufficiently  given  if  delivered  personally  or  sent by
registered or certified mail,  postage prepaid,  addressed to the Seller located
at 4655 West Kingswell Avenue, #203A, Los Angeles, CA 90027 and to the Purchaser
at GoHealth.MD,  Inc. located at 2051 Springdale  Road,  Cherry Hill, New Jersey
08003 or at any other  address  furnished  in writing by one party to the other,
and shall be deemed to have been given as of the date  delivered or deposited in
the United States mail, as the case may be.

                                  CHOICE OF LAW

         9. It is the intention of the parties that the laws of the State of New
Jersey shall  govern the  validity of this  contract,  the  construction  of its
terms, and the interpretation of the rights and duties of the parties.

                                   ARBITRATION

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         10. Any dispute arising under this contract or relating to the sale and
purchase  described  in this  contract  shall be resolved  under the  commercial
arbitration rules of the American Arbitration Association.

                                    HEADINGS

         11. Headings contained in this contract are for reference purposes only
and shall not affect in any way the meaning or interpretation of this contract.

                              COUNTERPART EXECUTION

         12. This contract may be executed in two or more counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
but one and the same instrument.

                                     GENDER

         13. All personal pronouns used in this contract shall include the other
genders  whether  used in the  masculine or feminine or neuter  gender,  and the
singular shall include the plural whenever and as often as may be appropriate.

                               PARTIES IN INTEREST

         14. All the terms and  provisions of this contract  shall be binding on
and inure to the benefit of, and be  enforceable  by, the Seller,  the Purchaser
and their respective successors and assigns.

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                               INTEGRATED CONTRACT

         15. This contract constitutes the entire agreement between the parties,
and  there  are no  agreements,  understandings,  restrictions,  warranties,  or
representations  between the parties other than those set forth, provided for or
otherwise referenced in this contract.

ATTEST:                                  GOHEALTH.MD. INC.

                                         By: /s/ Leonard F. Vernon
---------------------------                  ---------------------
                                                Leonard F. Vernon, President



ATTEST:                                  COMPUTERIZED PROFESSIONAL
                                         ENRICHMENT SERVICES

                                         By: /s/ Moiz Balkhi             5/4/99
---------------------------                  -----------------------------------
                                                Moiz Balkhi, President

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