EXHIBIT 10.30


              PRIVATE LABEL WEB SITE AND CROSS PROMOTION AGREEMENT

     This PRIVATE LABEL WEB SITE AND CROSS PROMOTION AGREEMENT ("Agreement"), by
and  between  YP.Net,  Inc,  a  Nevada  corporation,  with  a principal place of
business  located  at  4840  East  Jasmine  Street,  STE  105,  Mesa,  AZ  85205
("YP.NET"), and ClientCare Inc., a Arizona corporation with a principal place of
business  located  at  3546 E, Caballero Street Mesa, Arizona 65213 ("CLIENTCARE
INC"),  is  effective  as  of  _2-20_,  2002  (the  "EFFECTIVE  DATE").

                                    RECITALS

     WHEREAS,  YP.Net  owns and operates an Internet-based Web Site creation and
hosting  service  currently  known  as "Ypsites.net," with a Home Page currently
located  at  http://www.ypsites.net,  which  develops and hosts personalized web
sites  for  small  business  owners  ("YP.Net's  Web  Site").

     WHEREAS,  ClientCare  Inc  owns  and operates a Web Site currently known as
"ClientCare  Inc."  with a Home Page currently located at http://www.ezwsite.com
which  provides  the  tools  and  media  that  allow  businesses  the ability to
contribute  Intelligent  Intuitive  Information  to  the  online  information
marketplace.

     WHEREAS,  the  parties  desire  that  YP.Net  develop, host, and maintain a
private  label  service  to  allow ClientCare Inc to resell YP.Net's Services to
small  business owners and to other web site operators for resale to their small
business  owners. Also, the parties desire to cross promote and sell the service
offerings of both YP.Net and ClientCare Inc through the YP.Net Network.

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the  parties  hereby  agree  as  follows:

                                    AGREEMENT

1.   DEFINITIONS

     "BRAND FEATURES" means any trademarks, service marks, logos, trade names or
other identifying names or marks, which are proprietary to a party and which are
used by that party to identify its business, products and/or services.

     "CONFIDENTIAL  INFORMATION"  means  any  information,  oral  or  written,
disclosed  by  either  party  to  the other pursuant to this Agreement except as
excluded  below.  "Confidential  Information"  includes, without limitation, the
terms  and  conditions  of  this  Agreement,  registration information, security
measures,  information relating to released or unreleased services, marketing or
promotion  of any service or product, business policies or practices, suppliers,
customer  base,  customer  information,  ClientCare Inc Materials or information
received  from  others  that  a  party  is  obligated  to treat as confidential.
"Confidential  Information" will not include information that; (i) is or becomes
generally known or available by publication, commercial use or otherwise through
no  fault of the receiving party; (ii) is known and has been reduced to tangible
farm  by  the  receiving  party  at the time of disclosure and is not subject to
restriction;  (iii)  is independently and rightfully developed or learned by the
receiving party; (iv) is lawfully obtained from a third party that has the right
to  make  such  disclosure; or (v) is made generally available by the disclosing
party  without  restriction  on  disclosure. This paragraph supersedes any other
provision  in  this  agreement.

     "CLIENTCARE INC BRAND FEATURES" means any trademarks, service marks, logos,
trade  names  or  other  identifying  names  or  marks, which are proprietary to
ClientCare  Inc  end  which  are  used to identify its business, products and/or
services.


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     "CLIENTCARE INC. MATERIALS" means any Information and materials provided by
ClientCare  Enc  to  YP.NET under  this  Agreement

     "CLIENTCARE  INC  PRIVATE  LABEL  SERVICE"  means  a  Private Label Service
offered  by  ClientCare Inc to SBOs and to ClientCare Inc Tier 2 Associates (for
resale  to  their  SBOs), which allows SBOs to create and maintain their own web
sites.

     "CLIENTCARE INC SBO" means a small business owner or other end user to whom
ClientCare  Inc  sells the ClientCare Inc Private Label Service pursuant to this
Agreement.

     "CLIENTCARE  INC  TIER  2  ASSOCIATE"  means  a  Tier  2  Associate to whom
ClientCare  Inc sells Private Label Services for resale to the Associate's SBOs.

     "GROSS  REVENUES" means the fees or other sums collected by YP.Net from the
sale  of  ClientCare  Inc  Private  Label  Services  pursuant to this Agreement,
without deduction for Transaction Fees and applicable taxes.

     "HOME  PAGE"  means  the initial Web Page of a Web Site seen by a user once
the user has directed web browsing technology to access the Web Site's URL.

     "LINK"  means  an  embedded icon, object, graphic or text within a Web Page
that consists of a hypertext pointer to the URL address of a Web Page.

     "NET  REVENUES"  means  Gross Revenues collected by YP.Net from the sale of
ClientCare Inc Private Label Services pursuant to this Agreement

     "PARTNERS" means all Tier 1 Partners and Tier 2 Associates.

     "PARTNER  SERVICES"  means  the  services  offered  by any Partners via the
YP.Net Network, .but. excluding any services provided by YP.Net.

     "PRIVATE  LABEL  SERVICE" means the web services offered by any Partners to
SBOs  through  the  YP.Net  Network, which allow the SBOs to create and maintain
their own web sites and which consist of (i) YP.Net Basic Services.

     "SBOS" means those small business owners or other end users of any Private
Label Service.

     "Services" means the YP.Net Basic Services.

     "SPECIFICATIONS"  means  the  content  and technical specifications for the
ClientCare  Inc  Private Label Service attached hereto as Exhibit A, as such may
be amended by mutual agreement of the parties from time to time.

     "TIER  1  PARTNER"  means  the  operator  of a web site, to whom YP.Net has
granted  the right to offer a Private Label Service directly to SBOs and to Tier
2 Associates. ClientCare Inc is a Tier 1 Partner.

     "TIER  2  ASSOCIATE"  means  the  operator  of a web site, to whom a Tier 1
Partner  has  granted the right to offer a Private Label Service to that website
operator's  own SBOs. However, a Tier 2 Associate cannot sell Services to either
a  Tier  1  Partner  or  other  Tier  2  Associate.

     "TRANSACTION FEE" means the actual amount of the credit card processing fee
charged  to  YP.Net  at  the  time of processing of any order placed through the
YP.Net  Network.

     "MONTHLY  SERVICE FEE" means the monthly cost of YP.Net's Basic Services to
ClientCare Inc.


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     "USER  INFORMATION"  means  both  Aggregate  Information  and  Personal
Information  pertaining lean SBO. "Aggregate Information" means information that
describes  the habits, usage patterns and/or demographics of SBOs as a group but
does  not  identify any individual SBO by name nor provide information in a form
which  would  enable  the  recipient  of  that  information to identify the SBO.
"PERSONAL  INFORMATION"  means  information  about  and  which  identifies  an
individual SBO and which may include without limitation the SBO's (i) name, (ii)
address,  and  (iii)  data  about a specific transaction that identifies the SBO
involved.

     "YP.NET BASIC SERVICES" means the web site development and hosting services
as  changed from time to time and offered on the YP.Net Web Site, which includes
all  services  listed  in  Exhibit  B.

     "YP.NET  CONTENT" means any articles or other editorial content provided by
YP.Net under this Agreement and taken from the YP.Net Network.

     "YP.NET NETWORK" means YP. Net's Web Site, private label Web Sites, and any
other  Web  Sites  that  provide  Services  to  SBOs.

     "YP.NET  SERVICES" means those services offered by YP.Net and consisting of
the  YP.Net  Basic  Services.

     "WEB  PAGE"  means  content  in  the World Wide Web portion of the Internet
accessed via a single URL, and excluding content on other Web Pages accessed via
Links  in  said  content.

     "WEB  SITE"  means  a  collection  of  Web Pages related in some manner and
interconnected  via  Links,  including  all  successor versions thereof that may
evolve  throughout  the  Term  of  this  Agreement, regardless of whether or not
marketed  or  promoted  under  the  same  name.

     Other  Terms.  All other initially capitalized terms will have the meanings
assigned  to  them  in  this  Agreement,  including  its  Exhibits.

2.   CLIENTCARE INC PRIVATE LABEL SERVICE.

     2.1  DEVELOPMENT  AND  MAINTENANCE. YP.Net will develop, operate, maintain,
and  host  the  ClientCare  Inc  Private  Label  Service in accordance with this
Section  2 and the Specifications, The ClientCare Inc Private Label Service will
provide  ClientCare  he's  Tier  2  Associates and SBOs access to (i) the YP.Net
Basic  Services.

     2.2 LAUNCH. The parties will cooperate in good faith to make the ClientCare
Inc  Private  Label  Service  available  to ClientCare Inc SBOs according to the
schedule  as  set  forth  in  the  Specifications  (the  "Launch  Date").

     2.3  YP.NET  BRANDING.  The  ClientCare  Inc  Private Label Service will be
branded  with  a  "Fueled  by  vista.com" logo as more specifically described in
Exhibit  A, which branding may be subject to periodic changes upon prior written
notice  by  YP.Net  to  ClientCare  Inc, and written approval by ClientCare Inc.

     2.4  DOMAIN NAME. ClientCare Inc will be solely responsible for registering
and  maintaining  as  a domain name the URL, at which the ClientCare Inc Private
Label  Service  will  be  located  and  which  the  parties  anticipate  will be
substantially  similar  to  http://www.SBO.ezwsite.com.  Any  changes  to  that
registered  domain  name  during  the  Term shall be subject to agreement by the
parties.  ClientCare  Inc and YP.Net will each receive full Media Metrix traffic
credit  for  the  ClientCare  Inc  Private  Label  Service.

     2.5  CLIENTCARE INC BRAND FEATURES. ClientCare Inc will provide YP.Net with
such  ClientCare  Inc Brand Features as it determines in its sole discretion and
any navigational elements associated with each, as necessary to permit YP.Net to
create  the  ClientCare  Inc  Private  Label  Service  and  to  comply  with its
obligations  under  this  Agreement. ClientCare Inc will provide YP.Net with the


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ClientCare Inc Brand Features in an electronic format as reasonable requested by
YP.Net  YP.Net  will provide the content necessary to integrate the YP.Net Basic
Services  into  the  ClientCare  Inc  Private Label Service. Notwithstanding the
obligations  set  forth  in  this  Section,  neither  party will be obligated to
provide  to  the  other  party any content or services or include any content or
services  in the ClientCare Inc Private Label Service or for any other Web Site,
if  doing  so  would  put  such  party  in  breach  of  an  existing contractual
obligation.

     2.6 RESPONSIBILITY FOR THE CLIENTCARE INC PRIVATE LABEL SERVICE. As between
YP.Net  and  ClientCare  Inc, and except as expressly provided otherwise in this
Agreement  or  in  any  related support services agreement, YP.Net will develop,
operate,  maintain  and  host  the  ClientCare Inc Private Label Service and all
content contained therein, excluding user registration as provided under Section
2.7. The ClientCare Inc Private Label Service will be maintained and operated by
YP.Net  in  accordance  with  the membership terms of service attached hereto as
Exhibit  C  (the  "Membership  Terms  of  Service"), which shall at all times be
substantially similar to the then-current membership agreement on the YP.Net Web
Site. ClientCare Inc may modify these terms at their sole discretion.

     2.7  USER  REGISTRATION.  During  the Term commencing with the Launch Date,
ClientCare  Inc  will be responsible for registering users of the ClientCare Inc
Private  Label  Service  on ClientCare Inc's Web Site. Such registration process
will require users to consent to the Membership Terms of Service, and ClientCare
Inc  will  ensure  that any user who does not consent to the Membership Terms of
Service  may  not  create  a  personalized  web  site through the ClientCare Inc
Private  Label  Service. In addition, ClientCare Inc will make efforts to ensure
that  the  registration  process  for  the  ClientCare Inc Private Label Service
requires  verification  that  the  user  is  over  the  age of eighteen (18) and
prohibits  users under the age of eighteen (18) from creating a personalized Web
Site  through  that  Private  Label  Service.

     2.8  PARTNER  SUPPORT.  YP.Net will support ClientCare Inc, as set forth in
Exhibit  E.

     2.9  USER  INFORMATION.  YP.Net and ClientCare Inc will jointly own any and
all  User  Information  collected  by  either  party  from  ClientCare  Inc SBOs
("CLIENTCARE  INC  PRIVATE  LABEL  SERVICE  USER  INFORMATION").  ClientCare Inc
Private  Label Service User Information will be collected, disclosed, or used by
the  parties  only  in accordance with the privacy policy for the ClientCare Inc
Private  Label  Service  to  be mutually agreed upon by the parties and attached
hereto as Exhibit D (the "Privacy Policy") and in accordance with all applicable
laws.  After  the  Launch Date, YP.Net will provide ClientCare Inc Private Label
Service  User  Information  to  ClientCare  Inc on a monthly basis via an online
reporting  service.  ClientCare  Inc  may  modify  this  policy  at  their  sole
discretion.

3.   YP.NET NETWORK OFFERINGS.

     3.1  CLIENTCARE  INC'S  SALES OF SERVICE: As a reseller of YP.Net Services,
ClientCare  Inc may sell the YP.Net Basic Service to ClientCare Inc SBOs via the
ClientCare  Inc  Private Label Service. ClientCare Inc will have sole discretion
to  set  and  determine  the  price at which it sells Services to ClientCare Inc
SBOs.

     3.2  TIER  2  ASSOCIATES SIGN-UP. ClientCare Inc may sell the Private Label
Services  to  Tier  2 Associates. Tier-2 Associates may sell to its own SBOs the
YP.Net Basic Services. The Private Label Service that ClientCare Inc may sell to
Tier  2  Associates  will  be  primarily branded with the branding of the Tier 2
Associate  and  will  include  a "Fueled by vista.com", logo. Such Private Label
Service  will  be  hosted and maintained by YP.Net at a URL owned by such Tier 2
Associate.  ClientCare  Inc  will  have sole discretion to set and determine the
price  at  which it sells the Private Label Service to Tier 2 Associates and the
Tier  2  Associate will have sole discretion at which it sells the Private Label
Service  to  SBOs.

4.   MARKETING. During the Term, ClientCare Inc will use commercially reasonable
efforts  to  promote  and  market  the  ClientCare  Inc  Private  Label Service.
Throughout  the  Term,  the  parties will use commercially reasonable efforts to
meet  periodically  and  create collaborative business development strategies to
market  and  promote  the ClientCare Inc Private Label Service and the Services.
Those marketing efforts that have bean identified and agreed upon by the parties
are  set  forth  in  Exhibit  E.


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5.   BILLING, COLLECTIONS, PAYMENTS AND ACCOUNTING

     5.1  PAYMENT.  During  the Term of this Agreement, ClientCare Inc agrees to
pay  YP.Net  in  accordance  with  the  following  formulas.

          5.1.1  YP.NET  BASIC SERVICES FORMULA. In connection with YP.Net Basic
Services  created  each  month  during  the Term by ClientCare Inc or ClientCare
Inc's  Tier  2  Associates,  ClientCare  Inc will be obligated to pay YP.Net the
Monthly  Service  Fee  (as  set  forth  in  Exhibit F) per ClientCare Inc SBO or
ClientCare  Inc  Tier  2  Associate  SBO,  who  are  registered to receive those
Services  each  month.

          5.1.2  PAYMENT.  In  the  event YP.Net does not collect sufficient Net
Revenues,  Transaction  Fees,  or  applicable taxes from ClientCare Inc SBOs and
ClientCare  Inc  Tier  2 Associate SBOs, to cover the amounts owed by ClientCare
Inc  to  YP.Net  as  calculated  in  this Section 5.1, then  YP.Net will invoice
ClientCare  Inc for the difference. ClientCare Inc will pay YP.Net within thirty
(30)  days  from  the  date  of such invoice. Invoices not paid within such time
period  shall  be  subject  to  a  late payment charge of 1.5% per month (or the
maximum  rate  permitted  by law, whichever is lower) on the outstanding balance
thereof,  accruing  from  the due date. In the event that after a reconciliation
per  5.3  below.  YP.Net  owes  money  to  ClientCare  Inc  irrespective  to the
provisions  of  5.3.  ClientCare  Inc can invoice YP.Net for that money & YP.Net
must  pay  within  30  days  from  date of said invoice in like manner & kind to
YP.Net's  rights  under  this  clause

     5.2  BILLING  AND  COLLECTION.  ClientCare  Inc hereby appoints YP.Net. and
YP.Net  accepts  such appointment, to be ClientCare Inc's billing and collection
agent  for  billing  and collecting Gross Revenues from ClientCare Inc SBOs, and
ClientCare  Inc  Tier  2 Associate SBOs. YP.Net will bill and collect said Gross
Revenues on ClientCare Inc's behalf pursuant to Sections 3.1 and 3.2. ClientCare
Inc  may  at any time and at its sole discretion, decided not to use the billing
and collection services of YP.Net without penalty to ClientCare Inc.

     5.3  REMITTANCE.  YP.Net will retain an amount equal to the payment owed by
ClientCare  Inc  to  YP.Net  as calculated by the formulas set forth in Sections
5.1.1  and  5.1.2  above  and will use commercial reasonable efforts to remit to
ClientCare  Inc  ClientCare Inc's share of Net Revenues and applicable taxes via
electronic  funds  transfer within thirty (30) business days following any month
in  which  those Net Revenues have been collected. If at any time ClientCare Inc
owes  YP.Net  any amount based upon a reconciliation of a prior month's billing,
then YP.Net may retain an additional amount equal to the underpayment. Likewise,
if  after  a reconciliation YP.Net owes ClientCare Inc, YP.Net will include such
amount  with  the  next  month's  remittance.

     5.4  REPORTING. Within ten (10) days after the end of each month during the
Term,  YP.Net  will  furnish ClientCare Inc with a statement itemizing the total
amount  of  Gross  and  Net  Revenues collected that month from all services for
which  ClientCare  Inc  is  entitled  to  a share of the resulting Net Revenues.
ClientCare  Inc  will  be  solely  responsible for remitting any amounts due and
owing to ClientCare Inc's Tier 2 Associates as agreed between ClientCare Inc and
its  Associates  and  as  documented  in  the  statement.

     5.5  CHARGEBACKS  AND  REFUNDS.  In  the event that an SBO stops payment or
"charges  back" its credit card for Services on the ClientCare Inc Private Label
Service,  then  YP.Net may recoup any Net Revenues and applicable taxes remitted
to ClientCare Inc for the Services that the SBO stopped payment. In the event an
SBO  requests  a refund for Services not yet rendered (e.g., the SBO has prepaid
for  1 year of service and requests a refund after six months), then YP.Net will
provide  a  pro-rated  refund and YP.Net may recoup that portion of Net Revenues
remitted  to  ClientCare  Inc for the refunded time period. In the event that an
SBO  requests  a  refund  for  Services  due  to  a failure to provide requested
Services, and YP.Net agrees that it failed to provide such Services, then YP.Net
will  refund  SBO's


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payment  and  YP.Net  may  recoup  that  portion  of  Net  Revenues  remitted to
ClientCare  Inc  for  those Services.  In the event an SBO requests a refund for
Services  that were provided, then YP.Net may, in its discretion, decide whether
to  provide  a  refund to that SBO and if YP.Net decides to provide such refund,
then  YP.Net  may recoup that portion of Net Revenues remitted to ClientCare Inc
for  those  Services.

     5.6  AUDIT. During the Term and for a period of two (2) years following the
termination  or expiration of the Agreement, the parties agree to keep all usual
and  proper  records  and  books of account and all usual and proper entries and
other  documentation  relating  to any and all transactions contemplated by this
Agreement  (collectively,  "Business Records"). During the Term and for a period
of two (2) years following the expiration or termination of this Agreement, each
party  will have the right to cause an audit and/or inspection to be made of the
other  party's  records relevant to this agreement in order to verify statements
issued  by  the other party and compliance with the terms of this Agreement. Any
such  audit  will  be  conducted  by  an independent certified public accountant
selected  by  the  auditing  party  (other  than  on a contingent fee basis} and
reasonably  acceptable  to  the  audited party. Any audit or inspection is to be
conducted  during  regular business hours at the audited party's facilities upon
at  least  ten  (10) days written notice. Such audits may not be made more often
than  once  in  any  twelve  (12)  month  period.  If  any such audit reveals an
underpayment  of  more  than  five percent (5%) related to the time period under
audit,  the  reasonable costs and expenses to conduct such audit will be paid by
the  audited  party  and the audited party will pay such costs together with the
amount  of  such underpayment within thirty (30) days from receipt of an invoice
or  statement  therefore,  itemizing  the amounts of said underpayment and audit
costs and including copies of relevant supporting documentation. All information
disclosed  or obtained in the course of conducting an audit will be Confidential
Information  of  the  audited party and used solely for the purpose of verifying
compliance  with  the  terms  of  this  Agreement.

6.   LICENSE GRANT.

     6.1  During the Term and thereafter pursuant to Section 8.5, ClientCare Inc
hereby  grants  YP.Net  a  worldwide, nonexclusive, royalty-free, fully paid-up,
and.  subject  to  Section  13.3,  nontransferable  license  to  use, reproduce,
digitize,  distribute,  transmit,  and publicly display ClientCare Inc Materials
and  ClientCare Inc Brand Features, as necessary for the development, operation,
maintenance,  and  support  of  the  ClientCare  Inc  Private  Label Service and
ClientCare  Inc upon review and prior written approval of use by ClientCare Inc.

     6.2  During the Term and thereafter pursuant to Section 8.5, ClientCare Inc
hereby grants YP.Net a worldwide, nonexclusive, royalty-free, fully paid-up and,
subject  to  Section  13.3,  license  to  use,  reproduce, digitize, distribute,
transmit,  and publicly display and sublicense ClientCare Inc Materials over the
YP.Net  Network,  including without limitation, on YP.Net's Web Site and all SBO
Web  Sites,  Partner  Private Label Web Sites, and their SBO Web Sites, provided
that  ClientCare  Inc  has  provided  written  approval.  Such materials will be
removed  upon  termination  of  this  Agreement.

     6.3  The parties agree that, except as expressly licensed to ClientCare Inc
by  this  Agreement  or  by a separate license agreement as between the parties,
YP.Net  will retain all right, title, and interest in the ClientCare Inc Private
Label Service, the YP.Net Network, YP.Net Basic Services, and all data, content,
technologies and other property furnished by YP.Net to ClientCare Inc hereunder.
Notwithstanding  the  foregoing,  the  parties  agree  that  except as expressly
licensed to YP.Net in this Agreement or a separate license agreement, ClientCare
Inc  will  retain all right, title, and interest in the ClientCare Inc Web Site,
ClientCare Inc Materials, ClientCare Inc Brand Features, ClientCare Inc Services
and  the ClientCare Inc Private Label Service domain name and all data, content,
technologies and other property furnished by ClientCare Inc to YP.Net hereunder.
Neither  party will have any rights, title or interest in any materials, content
or  technology  provided  by  the  other  party hereunder except as specifically
provided  in  this  Agreement  and  will  not alter, modify, copy, edit, format,
translate, create derivative works of or otherwise use any materials, content or
technology  provided  by the other party except as explicitly provided herein or
approved  in  advance  in  writing  by  the other party.


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7.   CONFIDENTIALITY

     7.1  Each  party  will  protect  the  other's Confidential Information from
unauthorized  dissemination and use with the same degree of care that such party
uses  to  protect  its  own like information. Neither party will use the other's
Confidential  Information  for  purposes  other than those necessary to directly
further  the  purposes  of this Agreement. Each party may disclose the terms and
conditions  of  this  Agreement  to  its employees, affiliates and its immediate
legal  and  financial  consultants  on  a  need to know basis as required in the
ordinary  course  of  that  party's  business,  provided  that  such  employees,
affiliates  and/or  legal  and/or  financial  consultants  agree  in  advance of
disclosure  to  be  bound  by  this Section 7. A party may disclose Confidential
Information  as  required  by  government or judicial order, provided each party
gives  the  other  party  prompt  notice  of  such  order  and complies with any
protective  order  (or  equivalent)  imposed  on  such  disclosure.

     7.2  Each  party acknowledges that monetary damages may not be a sufficient
remedy  for  unauthorized disclosure or use of Confidential Information and that
each  party  may  seek,  without  waiving  any  other  rights  or remedies, such
injunctive  or  equitable relief as may be deemed proper by a court of competent
jurisdiction.

8.   TERM; TERMINATION

     8.1  The term  of this Agreement will be three (2) years from the Effective
Date subject to automatic, successive renewal terms of one (1) year each, unless
either  YP.Net  or  ClientCare  Inc  gives the other party written notice of its
intent  not  to  renew  at least ninety (90) days prior to the expiration of the
initial  term  or  any  succeeding  term  (collectively the "Term").  If  YP.Net
agreement  with  Vista is  terminated,  then  this  agreement is also terminated
without penalty.

     8.2  TERMINATION  FOR BANKRUPTCY. Either party may terminate this Agreement
by  written  notice  given  to the other party, in the event the other party (i)
files  a  petition  in  bankruptcy;  or  (ii) has a petition in bankruptcy filed
against  it  by  any third party, which is not dismissed within sixty (60) days.
Termination pursuant to this Section shall take effect on the date notice by the
terminating  party  is  deemed  given.

     8.3 TERMINATION FOR CAUSE. In addition to any other rights or remedies that
either  party  may  have  under  the  circumstances,  all of which are expressly
reserved,  either  party  may terminate this Agreement at any time, if the other
party  is in material breach of any warranty, representation, term, condition or
covenant  of  this  Agreement,  .and fails to cure that breach within sixty (60)
days  after  written  notice  given, outlining all reasons for said termination.

     8.4  EFFECTS  OF  TERMINATION.  Upon  the termination or expiration of this
Agreement  except  to the extent provided pursuant to Section 8.5 below: (i) all
rights  and licenses granted hereunder and all obligations and covenants imposed
hereunder will immediately cease; and (ii) except as expressly set forth herein,
each  party will: (A) stop using all Confidential Information of the other party
then  in  its possession; (B) erase or destroy all such Confidential Information
then residing in any computer memory or data storage apparatus in its possession
or  control;  (C) at the option of such other party, either destroy or return to
such  other  party  all  such  Confidential Information in tangible form and all
copies  thereof; (D) remove all of the other party's Brand Features from the web
sites  and  the  YP.Net  Network;  and (E) YP.Net will remove all ClientCare Inc
Materials,  including  ClientCare  Inc Editorial Content from the YP.Net Website
and  YP.Net Network, except that YP.Net is not required to remove ClientCare Inc
Materials  from  any  SBO's  Website  out  of control of YP.Net. In the event of
termination of this Agreement, for any reason each and every clause which by its
nature  is  intended  to  survive  the  termination of this Agreement Including,
without  limitation,  Sections  1,  2.4,  2.8,  5  (only  to  the  extent  that
transactions  are  authorized prior to expiration or termination), 5.2, 7, 8, 9,
10,  11,  12,  and  13  will  survive  termination  or  expiration.


                                        7
<PAGE>
     8.5  TRANSITION

          8.5.1 YP.NET DEFAULT. Upon termination of this Agreement by ClientCare
Inc  pursuant  to  Section  8.2  or 8.3, YP.Net will use commercially reasonable
efforts  to  assist  ClientCare Inc in transitioning the ClientCare Inc SBOs off
the  YP.Net  Network  to  a third-party web-hosting site or ClientCare Inc's own
site  as  designated  by  ClientCare  Inc.  For  the  purpose  of  this  section
Commercially Reasonable Efforts shall mean "documentation relating to ClientCare
Inc  SBO Web Sites and customer data files, and the site images, logos, banners,
html  content,  (collectively  "Transition  Deliverables").  The  Transition
Deliverables  are  stored in an Oracle database and on an NFS file server. Vista
shall  provide  the  Transition  Deliverables to ClientCare Inc in the form of a
data  snapshot  on  CD-ROM. An Oracle export file will be provided on CD-ROM for
each  database.  The  Oracle  export  file  contains the database schema and all
database  date  related  to ClientCare Inc SBO Websites". If YP.Net Services are
still maintained on the YP.Net Network, then ClientCare Inc's obligation to pay,
and  YP.Net's  obligation  to  provide  the services and billing and collection,
shall  continue  as  necessary  for  such  transition.

          8.5.2  CLIENTCARE  INC  DEFAULT. Upon termination of this Agreement by
Vista  or  YP.Net  pursuant  to  Section  8.2  or  8.3,  ClientCare Inc will use
commercially reasonable efforts to assist YP.Net in transitioning the ClientCare
Inc  SBOs  from  the URL designated for the ClientCare Inc Private Label Service
pursuant  to Section 2.4 to a URL maintained by YP.Net. Specifically, ClientCare
Inc  will  for up to six (6) months following termination or expiration maintain
all  of  its  SBO  URLs  and redirect such URLs to a URL agreed to by YP.Net and
ClientCare  Inc.

          8.5.3  EXPIRATION. Upon expiration pursuant to Section 8.1, ClientCare
Inc  and  ClientCare  Inc's Tier 2 Associates will no longer be entitled to sell
Services  to  SBOs,  YP.Net  will  continue to provide existing SBOs Services in
accordance with the current Membership Agreement and the terms of this Agreement
for  up to two (2) additional years and pay ClientCare Inc there portions of the
collected  revenue  as  if  this  agreement was still in effect. In the event of
expiration  of this Agreement, Sections 1, 2.1, 2.3-2.5, 2.6, 2.8, 2.9, 6, 7, 8,
9,  10,  11,  12,  and  13 will survive expiration for the two additional years.

9.   INDEMNITY

     9.1  BY YP.NET

          9.1.1 YP.Net shall  indemnify, hold harmless and, at its sole expense,
defend  ClientCare  Inc  and  any  of ClientCare Inc's subsidiaries, affiliates,
directors,  officers,  employees,  agents  and  independent contractors from and
against  any  and all third-party claims, suits, proceedings, costs and expenses
(including  attorneys'  fees),  liabilities,  losses  and damages (collectively,
"Third-Party Claims") arising out of, or in any way related to:

               (i)  Any  actual or alleged breach of this Agreement or violation
                    of  applicable  U.S.  law  by  YP.Net;

               (ii) Any  YP.Net  Content or YP.Net Brand Features, regardless of
                    where  located;  or

              (iii) The  development,  operation, maintenance and hosting of the
                    ClientCare  Inc  Private  Label  Service,  excluding  user
                    registration  for  that  Service  and  any  ClientCare  Inc
                    Materials  or  ClientCare  Inc  Brand  Features displayed in
                    connection  therewith.

          9.1.2 YP.Net's obligations under Section 9.1.1 shall be contingent on
ClientCare Inc:

               (i)  Providing  YP.Net  with  reasonably prompt written notice of
                    any  such  Third-Party  Claim,  for  which  it  is seeking a
                    defense  and/or


                                        8
<PAGE>
                    indemnification                                  hereunder;

               (ii) Fully cooperates with, and provides Information or other
                    assistance  to, YP.Net upon request and at YP.Net's expense;
                    and

              (iii) Allows  YP.Net to  control the defense and resolution of any
                    such  Third-Party  Claim  with  legal  counsel  of  YP.Net's
                    choice.

Notwithstanding Section 9.1.2{iii) above, ClientCare Inc shall have the right to
approve  the settlement of any Third-Party Claim, which involves an admission or
commitment by or on behalf of ClientCare Inc, other than the payment of money to
be  fully  indemnified  hereunder  by  YP.Net.  Such  approval  shall  not  be
unreasonably  withheld  or  delayed.

          9.1.3  In the event YP.Net settles or otherwise resolves a Third-Party
Claim  for  which  it is obligated to indemnify ClientCare Inc hereunder, YP.Net
agrees not to publicize said resolution without first obtaining ClientCare Inc's
written permission, which permission will not be unreasonably withheld.

     9.2  By ClientCare Inc

          9.2.1  ClientCare Inc shall  indemnify, hold harmless and, at its sole
expense,  defend YP.Net and any of YP.Net's subsidiaries, affiliates, directors,
officers, employees, agents and Independent contractors from and against any and
all  Third-Party  Claims (as defined in Section 9.1.1 above), arising out of, or
in  any  way  related  to:

               (i)  Any actual or alleged breach of this Agreement by ClientCare
                    Inc;

               (ii) Any  ClientCare  Inc  Materials  or  ClientCare  Inc  Brand
                    Features,  including in connection therewith infringement of
                    any  third-party's  intellectual  property  rights,  trade
                    secrets  or  other  proprietary  rights;  or

              (iii) Violation  of  applicable  U.S.  law,  regulation  or YP.Net
                    policy  by  ClientCare  Inc,  by  any  ClientCare Inc Tier 2
                    Associate,  or  by  the  SBOs  of  either  said  party.

          9.2.2 ClientCare  Inc's  obligations  under  Section  9.2.1  shall  be
contingent on YP.Net:

               (i)  Providing  ClientCare  Inc  with  reasonably  prompt written
                    notice  of  any  such  Third-Party  Claim,  for  which it is
                    seeking  a  defense  and/or  indemnification  hereunder;

               (ii) Fully  cooperates  with,  and  provides information or other
                    assistance to, ClientCare Inc upon request and at ClientCare
                    Inc's  expense;  and

              (iii) Allows  ClientCare Inc to control the defense and resolution
                    of  any  such  Third-Party  Claim  with legal  counsel  of
                    ClientCare  Inc's  choice.

Notwithstanding Section 9.2.2(iii) above, YP.Net shall have the right to approve
the  settlement  of  any  Third-Party  Claim,  which  involves  an  admission or
commitment  by  or  on  behalf  of YP.Net, other than the payment of money to be
fully  indemnified  hereunder  by  ClientCare  Inc.  Such  approval shall not be
unreasonably  withheld  or  delayed.

          9.2.3  In  the  event  ClientCare  Inc settles or otherwise resolves a
Third-Party  Claim  for  which  it  is  obligated to indemnify YP.Net hereunder,
ClientCare  Inc  agrees not to publicize said resolution without first obtaining
YP.Net's written permission, which permission will not be unreasonably withheld.


                                        9
<PAGE>
10.  DISCLAIMER  OF  WARRANTIES.  EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES OR
REPRESENTATIONS  EXPRESS  OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES  OF  MERCHANTABILITY,  AND  FITNESS FOR A PARTICULAR PURPOSE, NEITHER
PARTY  WARRANTS  THAT ACCESS TO OR USE OF ANY WEB SITE, INCLUDING THE ClientCare
Inc  PRIVATE  LABEL  SERVICE,  WILL  BE UNINTERRUPTED OR ERROR-FREE. OR THAT ANY
SOFTWARE  OR  SERVICES  WILL  MEET  ANY  PARTICULAR  CRITERIA  OF PERFORMANCE OR
QUALITY.

ALSO,  THERE IS NO WARRANTY OF TITLE OR NON-INFRINGEMENT OR QUIET ENJOYMENT WITH
RESPECT  TO ANY CONTENT, SERVICES OR WEB SITES REFERENCED OR PROVIDED UNDER THIS
AGREEMENT.

11.  LIMITATION  OF LIABILITIES. EXCEPT FOR OBLIGATIONS OF CONFIDENTIALITY UNDER
SECTION  B AND OBLIGATIONS OF DEFENSE AND INDEMNITY PURSUANT TO SECTION 10, BOTH
PARTIES  AGREE  THAT  (i)  NEITHER  PARTY  WILL  BE  LIABLE TO THE OTHER FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF
OR  RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION. DAMAGES FOR LOSS OF
BUSINESS  PROFITS.  BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE
LIKE,  EVEN  IF  SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
AND (ii) THE TOTAL LIABILITY OF THE PARTIES TO EACH OTHER, AND EACH PARTY'S SOLE
AND  EXCLUSIVE  REMEDY  FOR ANY AND ALL CLAIMS RELATING TO OR ARISING UNDER THIS
AGREEMENT  WILL  BE  LIMITED  TO  THE  AMOUNTS  PAID  HEREUNDER, WITH EACH PARTY
RELEASING THE OTHER FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS
OF  THAT  AMOUNT.

NOTWITHSTANDING  THE  FOREGOING,  THE  PROVISIONS  OF  THIS SECTION 11 SHALL NOT
RESTRICT  EITHER PARTY'S ABILITY TO OBTAIN 1NJUNCTIVE OR OTHER EQUITABLE RELIEF.

12.  TAXES.

     12.1  The  amounts  to  be  paid  by ClientCare Inc to YP.Net herein do not
include any foreign, U.S. federal, state, local, municipal or other governmental
taxes,  duties,  levies,  fees, excises or tariffs, arising as a result of or in
connection  with  the  transactions contemplated under this Agreement including,
without limitation, any state or local sales or use taxes or any value added tax
or  business transfer tax now or hereafter imposed on the provision of goods end
services to ClientCare Inc by YP.Net under this Agreement, regardless of whether
the  same  are  separately  stated by YP.Net. All such taxes (and any penalties,
interest,  or  other  additions  to any such taxes), with the exception of taxes
imposed on YP.Net's income or with respect to YP.Net's property ownership, shall
be  the  financial  responsibility  of  ClientCare Inc. ClientCare Inc agrees to
indemnify, defend and hold YP.Net harmless from any such taxes or claims, causes
of action, costs (including, without limitation, reasonable attorneys' fees) and
any other liabilities of any nature whatsoever related to such taxes.

     12.2  ClientCare  Inc  will  pay  all applicable value added, sales and use
taxes  and  other taxes levied on it by a duly constituted and authorized taxing
authority  on  the  software  or  services  provided under this Agreement of any
transaction  related  thereto  in  each  country  in  which  the services and/or
property  are being provided or in which the transactions contemplated hereunder
are  otherwise  subject  to tax, regardless of the method of delivery. Any taxes
that-are  owed  by  ClientCare  Inc,  (i)  as  a  result  of  entering into this
Agreement  and the payment of the fees hereunder, (ii) are required or permitted
to  be  collected  from ClientCare Inc by YP.Net under applicable law, and (iii)
are based upon the amounts payable under this Agreement (such taxes described in
(i),  (ii),  and  (iii)  above  the  "Collected  Taxes"),  shall  be remitted by
ClientCare  Inc  to  YP.Net,  whereupon,  upon  request, YP.Net shall provide to
ClientCare  Inc  tax  receipts  or other evidence indicating that such Collected
Taxes  have  been  collected  by  YP.Net  and remitted to the appropriate taxing
authority.  ClientCare  Inc  may  provide  to  YP.Net  an  exemption certificate
acceptable  to  YP.Net  and  to the relevant taxing authority (including without
limitation  a  resale


                                       10
<PAGE>
certificate(s)  in  which  case,  after  the date upon which such certificate is
received  in  proper  form,  YP.Net  shall not collect the taxes covered by such
certificate.

     12.3  If,  after  a determination by foreign tax authorities, any taxes are
required  to  be  withheld,  on  payments  made  by  ClientCare  Inc  to YP.Net.
ClientCare Inc may deduct such taxes from the amount owed YP.Net and pay them to
the  appropriate  taxing  authority; provided however, that ClientCare Inc shall
promptly  secure  and  deliver  to YP.Net an official receipt for any such taxes
withheld  or  other documents necessary to enable YP.Net to claim a U.S. Foreign
Tax  Credit.  ClientCare  Inc  will  make  certain  that  any taxes withheld are
minimized  to  the  extent  possible  under  applicable  law.

     12.4  This tax section shall govern the treatment of all taxes arising as a
result of or in connection with this Agreement notwithstanding any other section
of  this  Agreement.

13.  GENERAL PROVISIONS

     13.1  INDEPENDENT CONTRACTORS. The parties are independent contractors with
respect  to  each  other,  and  nothing  in  this Agreement will be construed as
creating  an  employer-employee  relationship, a partnership, or a joint venture
between  the  parties. The only agency relationship created by this Agreement is
created  in  Section  5.2  regarding  the  provision  of  billing and collection
services  by  YP.Net.

     13.2  GOVERNING  LAW.  This  Agreement  will be governed by the laws of the
State  of  Arizona,  excluding  choice  of  law  rules.  The  parties  agree  to
jurisdiction  and  venue  in  the  state  and federal courts sitting in Maricopa
County, Arizona. In any action or suit to enforce any right or remedy under this
Agreement  or to interpret any provision of this Agreement, the prevailing party
will be entitled to recover its costs, including reasonable attorneys' fees.

     13.3  ASSIGNMENT.  Neither party may assign its rights or obligations under
this Agreement without the prior written consent of the other party, except that
either party will be permitted, without the other party's prior written consent,
to  assign  its  rights  and  obligations to an acquiring or successor entity in
connection  with  a  merger,  a  sale  of  its  business  or  a  sale  of all or
substantially all of its assets, upon prompt written notice thereof given to the
other  party once said assignment becomes certain and provided such successor is
not  a  direct  competitor  of the other party. All terms and provisions of this
Agreement  will  be  binding upon and inure to the benefit of the parties hereto
and their respective permitted transferees, successors and assigns.

     13.4  COSTS. Except as otherwise expressly provided herein, each party: (a)
will  be  responsible  for all costs associated with the performance obligations
expressly  undertaken  by  such party under this Agreement, and (b) will have no
right to obtain reimbursement or other payment from the other party.

     13.5  CONSTRUCTION.  In  the  event  that  any  provision of this Agreement
conflicts  with  governing  law  or if any provision is held to be null, void or
otherwise  ineffective or invalid by a court of competent jurisdiction, (i) such
provision  will  be  deemed  to be restated to reflect as nearly as possible the
original  intentions  of the parties in accordance with applicable law, and (ii)
the  remaining  terms,  provisions, covenants and restrictions of this Agreement
will  remain in full force and effect. This Agreement has been negotiated by the
parties  and  their  respective  counsel  and  will  be  interpreted  fairly  in
accordance  with  its  terms  and without any strict construction in favor of or
against  either  party. The section headings used in this Agreement are intended
for  convenience only and will not be deemed to affect in any manner the meaning
or  intent  of  this  Agreement  or  any  provision  hereof.

     13.6  NOTICES.  All  notices and requests in connection with this Agreement
will be given in writing and will be deemed given on the date of first attempted
delivery  (whether  successful  or  not)  to  the


                                       11
<PAGE>
intended  recipient's  last  known address by messenger, delivery service, or in
the  United  States  of  America mail, postage prepaid, certified or registered,
return  receipt  requested,  and  addressed  as  follows:


                                       12
<PAGE>
               To YP.Net:                    To ClientCare Inc:

               YP.Net                        ClientCare Inc, Inc.
               4840 E. Jasmine St., Ste 105  3546 E. Caballero Street
               Mesa,  AZ. 85205              Mesa,  AZ 85213

               Attention:                    Attention: Ron Howard

               Phone  480-654-9646           Phone: 480-832-1235
               Fax:   480-654-9727           Fax:   480-832-5511



or to such other address as the applicable party may designate pursuant to this
notice provision.

     13.7 ENTIRE AGREEMENT. This Agreement and the attached Exhibits constitutes
the  entire  agreement  between  the  parties with respect to the subject matter
hereof  and  supersedes  all  prior  and  contemporaneous  agreements  or
communications.  This  Agreement  will  not  be  modified  except  by  a written
agreement dated subsequent to the date of this Agreement and signed on behalf of
YP.Net  and  ClientCare Inc by their respective duly authorized representatives.
No  waiver  of  any  breach of any provision of this Agreement will constitute a
waiver  of  any  prior, concurrent or subsequent breach of the same or any other
provisions  hereof,  and  no waiver will be effective unless made in writing and
signed  by  an  authorized  representative  of  the  waiving  party.

The  parties  have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date.

YP.NET                             CLIENTCARE INC, INC.


By: /s/ Greg Crane                By: /s/ Ron Howard
   ------------------------           -----------------------

Name (Print) Greg Crane           Name (Print) Ron Howard
            ---------------

Title E.V.P.                       Title Pres.
      ---------------------

Date 5-10-02                       Date 2-20-02
    -----------------------            ----------------------


                                       13
<PAGE>
                                    EXHIBIT A

                                 SPECIFICATIONS

I. DESIGN SPECIFICATIONS

     -    YP.Net Basic Service as described in EXHIBIT B with the following
          modifications:
     -    YP.Net (o provide an XML API to externally create e-generated sites
          based upon the transfer of user data collected through ClientCare
          Inc's sign-up process.
     -    YP.Net will host the Private Label Sign-Up process with ClientCare
          Inc's unique branding requirements.
     -    YP.Net will enable the service for private labeling.
               URL will be private labeled as "SBO.ezwsite.com", ezwebsite icon
               position in Management Console. ClientCare Inc specific tab in
               the Management Console with link to ClientCare Inc website
     -    YP. Net will provide a Partner Dashboard for:
               Reporting
               Managing

II. TECHNICAL SPECIFICATIONS

     -    Basic Service: YP. Net's Basic Service allows for the automatic
          generation of industry specific e-businesses for SBOs. YP.Net provides
          a cutting edge eBusiness solution which includes an integrated,
          comprehensive and diverse suite of services designed to allow small
          business owners to create a robust and professional online presence,
          promote their business, conduct secure e-commerce, service their
          customers, and measure the success of their business online.

     -    XML API: This capability allows ClientCare Inc to send specific SBO
          information to YP.Net in a format that allows YP.Net to create sites
          for ClientCare Inc SBOs. There are two types of XML defined for
          inbound and outbound traffic: request XML and response XML. The
          request XML contains information such as partner information, customer
          information, company name, and desired url for the site. The response
          XML, sent in response to the receipt and processing of request XML,
          contains status information about the processing of site creation.

     -    PRIVATE LABEL SIGN-UP: Private label sign-up process includes; custom
          offer & pricing page, online sign-up form, sample sites, and guided
          tour accessed through the ClientCare Inc web site.

     -    PRIVATE LABEL SERVICE: ClientCare Inc SBOs will feel like they are
          using a service offering from ClientCare Inc. The SBO's URL will say
          SBO is at azwsite.com. When the customer administers their site, they
          will see the eZwebsite.com logo prominently placed at the top of the
          Management Console and they will see the ClientCare Inc tab in the
          Management Console offering specific ClientCare Inc services and
          information.

     -    PARTNER DASHBOARD: This capability allows ClientCare Inc to manage the
          relationship with their SBOs, The Partner Dashboard is a key element
          of the easy to use functionality that allows ClientCare Inc to manage
          these relationships using the very same YP.Net technology that
          ClientCare Inc SBOs will be using. The Partner Dashboard will only be
          available to Partners, like ClientCare Inc and their Tier 2
          Associates, and includes the ability to run pre-built reports for
          tracking the customer relationship. The Partner Dashboard also
          contains applications that allow ClientCare Inc to manage their SBO's.
          All of these capabilities are accessible via the ClientCare Inc
          Partner Dashboard.


III. CLIENTCARE INC PRIVATE LABEL SERVICE MOCK-UP


                                       14
<PAGE>
                                [GRAPHIC OMITTED]


II. BRANDING GUIDELINES

Every Management Console of the ClientCare Inc Private Label Service will
contain the following "Fueled by vista" logo or other vista.com as may be
updated by Vista from time to time (the "Logo");

[GRAPHIC OMITTED]

III. SCHEDULE

Both parties agree to use commercially reasonable efforts to complete the work
specified by February 20, 2002


                                       15
<PAGE>
                                    EXHIBIT B

                              YP.NET BASIC SERVICES

YP.Net reserves the right to change the Vista Basic Service, and/or replace
services upon reasonable notice to Customers. The YP.Net Basic Services include
the following:
     -    Web Site Creation
               Web Site Set-up
               Web Site Hosting
     -    Content Offerings
               Content Editor
               Images
               Weather
               Maps
               Driving Directions
               Logo Creator
               Calculator
     -    Marketing Services
               Search Engine Placement
               Domain Registration
               Banner Ad Creation
               Banner Ad Exchange
               E-forms
               Message Templates
               Broadcast email
     -    Commerce Services
               Online Store
               Inventory Management
               Secure Shopping Cart
               Auto Tax Calculator
               Auto Shipping Calculator
               Order Processing
               Merchant Account Services
               Auctions
     -    Community Services
               Events Calendar
               Reservations
               Appointments
               Message Boards
               Chat
     -    Management Services
               Query Reporting
               Analysis
               Custom Reports
               Management Console
               Notification
     -    Storage
               20MB of Disk Space


                                       16
<PAGE>
                                    EXHIBIT C

                           MEMBERSHIP TERMS OF SERVICE

Welcome  to www.ezwsite.com  ClientCare Inc, Inc., ("ClientCare Inc"), a Arizona
Corporation,  provides  the  web  site  ClientCare  Inc and all services offered
through  the  web  site  (collectively the "Site"), subject to the following Web
Site  Access  Agreement  ("Agreement").  Your  access  to and use of the Site is
governed  by  this  Agreement.  As used in this Agreement "ClientCare Inc" "We,"
"Us,"  or  "Our  refers to ClientCare Inc, Inc. "You" or "Your" refers to you, a
small  business  owner  subscribing  this  Site.

                                TABLE OF CONTENTS
     ---------------------------------------------------------------------
     1.   ELECTRONIC TRANSACTIONS          11.  LINKS

     2.   DESCRIPTION OF SERVICE           12.  WARRANTIES

     3.   LICENSE TO USE THE SITE          13.  DISCLAIMER OF
                                                WARRANTIES

     4.   PROTECT YOUR PASSWORD:           14.  LIMITATION OF LIABILITY
          YOU AUTHORIZE ALL USES
          MADE OF IT

     5.   CLIENTCARE INC'S PRIVACY POLICY  15.  THIRD PARTY
                                                BENEFICIARY

     6.   CONDUCT ON THE SITE              16.  EXPORT CONTROLS

     7.   CONTENT SUBMITTED TO             17.  AMENDING THIS
          THE SITE                              AGREEMENT

     8.   INDEMNITY                        18.  FEES; PAYMENTS

     9.   RECORD RETENTION                 19.  GENERAL INFORMATION:
                                                WASHINGTON CHOICE OF
                                                LAW, JURISDICTION & VENUE;
                                                ONE YEAR STATUTE OF
                                                LIMITATIONS
     10.  TERMINATION
     ---------------------------------------------------------------------


1.   ELECTRONIC TRANSACTIONS
     -----------------------

Communications  and  transactions  at  this  Site  are conducted electronically,
ClientCare  Inc  may  provide  all  communications,  disclosures,  and  notices
electronically including, without limitation, in text on a web page or via email
to  any  email  address  you  may  provide.  -  If  you do not wish to deal with
ClientCare  Inc  electronically,  please  do  not  use  this  Site.

All  electronic  records  are  deemed sent when properly addressed and when they
enter  an  information  processing system outside the control of the sender. All
electronic  records  are  deemed  received when the record enters an information
processing  system  that the recipient has designated or uses for the purpose of
receiving  electronic  records  of  the  type  sent,  in a form capable of being
retrieved  from  that  system.


                                       17
<PAGE>
2.   DESCRIPTION OF SERVICE
     ----------------------

The Site currently permits small business owners to maintain a business presence
on  the  Internet  via  personalized  web pages. Unless explicitly stated in any
offer from ClientCare Inc to amend this Agreement, any new features that augment
or  enhance  the  current  Site,  including  the  release  of new ClientCare Inc
features  and  services,  are  subject  to  this  Agreement

3.   LICENSE TO USE THE SITE
     -----------------------

ClientCare  Inc  hereby  grants  you a non-exclusive, non-transferable, personal
license  to  access  and  use  the Site solely as necessary to create and manage
personalized  web  pages  solely  in connection with the operation of a licensed
business  ("Account").  Except for the license in this Section 3, ClientCare Inc
retains all right, title, and interest in and to the Site. Subject to applicable
law,  ClientCare  Inc  reserves  the  right  to  suspend  or  deny,  at its sole
discretion,  your  access  to  all  or  any  portion of the Site with or without
notice.  You  may  not access or use the Site or any portion of the Site if such
access  would violate any law. We advise you to retain a copy of this Agreement.
Permission  to  reprint or electronically reproduce any content available on the
Site,  in whole or in part for any purpose other than as necessary to create and
manage  your  Account  is  expressly  prohibited, unless you have obtained prior
written  consent  from  ClientCare  Inc.  The  Site  is protected by copyrights,
trademarks,  service  marks,  patents or other proprietary rights and laws under
both United States and foreign laws. All rights not expressly granted herein are
reserved  to  ClientCare  Inc  and  its  licensors.

4.   PROTECT YOUR PASSWORD: YOU AUTHORISE ALL USES MADE OF IT.
     --------------------------------------------------------

You are responsible for maintaining the confidentiality of the password that you
choose  to  access and use the Site and your Account. Subject to applicable law,
you  agree  to  be  liable  for all uses of your Account whether or not actually
authorized  by  you,  including  but  not  limited  to  access  to  your Account
information  through  the "Manage your Site" feature. This means that you should
not  supply  your  password  to anyone who is not authorized to take actions for
you.

5.   CLIENTCARE INC PRIVACY POLICY
     -----------------------------

Our Privacy Policy is a part of this Agreement and its terms are incorporated by
    --------------
this  reference.  Please  read  it  now  (by clicking on "Privacy Policy").  The
policy explains how certain information about you may be used.

6.   CONDUCT ON THE SITE
     -------------------

You  understand that all information, data, text, files, software, music, sound,
photographs,  graphics,  video,  messages  or other posted or transmitted by you
through your Account and the Site, are your sole responsibility. This means that
you,  and  not ClientCare Inc, are entirely responsible for all content that you
or  users  of  your  web  site  upload, post or otherwise transmit via the Site,
ClientCare  Inc does not control the content on this Site and does not guarantee
the  accuracy, integrity or quality of any content. You understand that by using
the  Site,  you  may  be  exposed  to  content  that  is  offensive, indecent or
objectionable.  Further,  you  agree  to  not  use  the  Site  to:

(a)  upload,  post  or otherwise transmit any content that is unlawful, harmful,
threatening,  abusive,  harassing,  tortuous,  defamatory,  slanderous,  vulgar,
obscene,  libelous,  invasive  of  another's  privacy, hateful, embarrassing, or
racially, ethnically or otherwise objectionable to any other person or entity as
determined  by  ClientCare  Inc  in  its  sole  discretion;

(b)  impersonate  any  person  or  entity,  including,  but  not  limited  to, a
ClientCare  Inc  staff,  or  falsely  state  or  otherwise  misrepresent  your
affiliation  with  a  person  or  other  entity;

(c)  forge  headers or otherwise manipulate identifiers in order to disguise the
origin  of  any  content  transmitted  through the Site or develop restricted or
password-only  access pages, or hidden pages or images (those not linked to from
another,  accessible  page);


                                       18
<PAGE>
(d) upload, post, or otherwise transmit any content that you do not have a right
to  transmit under any law or under contractual or fiduciary relationships (such
as  inside  information,  proprietary  and  confidential  information learned or
disclosed  as  part  of  employment  relationships  or  under  nondisclosure
agreements);

(e)  upload,  post  or otherwise transmit any content that infringes any patent,
trademark, trade secret, copyright or other intellectual property or proprietary
rights of any party or the privacy or publicity rights of others;

(f)  upload,  post  or  otherwise  transmit  any  unsolicited  or  unauthorized
advertising,  promotional  materials,  "junk  mail,"  "spam,"  "chain  letters"
"pyramid  schemes,"  or  any  other  form  of  solicitation;

(g)  upload, post or otherwise transmit any content that contains viruses or any
other  computer  code,  files  or  programs  which interrupt, destroy, limit the
functionality  of,  or  cause  damage  to  any  computer software or hardware or
telecommunications  equipment;

(h)  disrupt the normal flow of dialogue, cause a screen to "scroll" faster than
other  users  of  the  Site  are able to type, or otherwise act in a manner that
negatively affects other users' ability to engage in real time exchanges;

(i)  interfere  with or disrupt the Site or servers or networks connected to the
Site,  or  fail  to  comply  with  any  requirements,  procedures,  policies  or
regulations  of  networks  connected  to  the  Site;

(j)  intentionally  or  unintentionally  violate  any  applicable  local, state,
national or international law, including, but not limited to, regulations having
the  force  of  law;

(k)  "stalk," harass, or otherwise harm another;

(l)  collect or store personal data in violation of any laws governing privacy;

(m)  promote  or  provide  instructional  information  about illegal activities,
promote  physical harm or injury against any group or individual, or promote any
act  of  cruelty  to  animals;

(n)  use  your Account as storage for remote loading or as a door or signpost to
another  home  page,  whether  inside  or  beyond  the  Site;

(o)  reproduce,  duplicate,  copy,  sell,  resell  or exploit any portion of the
Site,  use  of  the  Site,  or  access  to  the  Site;

(p)  engage  in  any  other conduct that inhibits any other person from using or
enjoying  the  Site;

(q)  engage  in  any  other behavior on the Site, which in ClientCare Inc's sole
discretion  is  unacceptable.

ClientCare  Inc  may (but is not obligated) to remove your content and terminate
your  Account  and  access to the Site for any reason, with or without notice to
you,  including  without  limitation,  your web page or any listings on your web
page that do not conform with the rules for the Site.

7.   CONTENT SUBMITTED TO THE SITE
     -----------------------------

By  submitting  content to the Site for any purpose, including use in connection
with  your  Account,  you  grant  ClientCare  Inc  a  world-wide,  royalty-free,
perpetual,  irrevocable,  non-exclusive license to use, copy, reproduce, modify,
create  derivative  works  from,  adapt,  and  publish,  edit,  translate, sell,
distribute,  publicly perform and display the content without any limitation and
in  any  media  or  any  form  now  known  or later developed for the purpose of
providing you services under this Agreement. You acknowledge that ClientCare Inc
does not pre-screen content, but that ClientCare Inc and its assignees will have
the  right (but not the obligation) in their sole discretion to refuse or remove
any content that is available via the Site. You agree that you must evaluate and
bear  all  risks associated with, the use of any content, including any reliance
on the accuracy, completeness, or usefulness of such content.


                                       19
<PAGE>
8.   INDEMNITY
     ---------

You  agree  to  defend,  indemnify  and  hold  harmless  ClientCare Inc, and its
subsidiaries,  affiliates,  officers,  directors,  agents,  co-branders or other
partners, and employees, harmless from any claim or demand, including reasonable
attorneys'  fees, due to or arising out of your content, your use of the Site or
your  Account  your violation of the this Agreement or any third party's rights.
ClientCare  Inc  reserves  the right, at its own expense, to participate in the
defense  of  any  matter otherwise subject to indemnification from you but shall
have  no  obligation  to do so. You shall not settle any such claim or liability
without  the  prior  written  consent  of ClientCare Inc if the settlement would
affect  ClientCare  Inc's  ability  to  provide  the  Site.

9.   TERMINATION
     -----------

ClientCare  Inc  may  terminate  this Agreement and your access to the Site upon
thirty (30) days notice with or without cause, ClientCare Inc may terminate this
Agreement  and your access to the Site immediately if you breach this Agreement.
In the event that ClientCare Inc terminates this Agreement without cause and you
have  prepaid  for  services, you may request a refund of any undisputed prepaid
fees.

10.  LINKS
     -----

We  may  provide, or third parties may provide, links to other Internet sites or
resources.  ClientCare  Inc  is  not  responsible  for  and does not endorse the
informational  content  or  any  products  or  services  available through other
Internet sites or resources, and does not make any representations regarding its
content or accuracy. We do not control any third party Internet sites and we are
not liable for any technological, legal, or other consequences that arise out of
your  visit  or transactions there. Your use of third party Internet sites is at
your  own  risk  and subject to the terms and conditions of use for such sites.
This  means  that we are not your agent and will not be a party to any agreement
that  you  may  enter  at  third  party  Internet  sites.

11.  WARRANTIES
     ----------

You represent and warrant for the benefit of ClientCare Inc and ClientCare Inc's
licensors,  suppliers, and any third parties mentioned on the Site that: (a) you
possess  the  legal right and ability to enter into and make the representations
and  warranties contained in this Agreement; (b) all information that you submit
to  us  is  true  and  accurate; (c) you will keep your registration information
current;  (d)  you  will be responsible for all use of your Account even if such
use was conducted without your authority or permission; (e) you will not use the
Site  for  any purpose that is unlawful or prohibited by this Agreement: and (f)
all  content  submitted  to the Site is owned by you and ClientCare Inc's use of
the  content  does  not  infringe  or violate the intellectual property or other
rights of any third parties; and (g) you have a valid business license.

12.  DISCLAIMER OF WARRANTIES
     ------------------------

THIS  SITE  AND ALL INFORMATION ACCESSIBLE ON OR THROUGH IT IS PROVIDED "AS IS,"
"AS  AVAILABLE," "WITH ALL FAULTS," AND WITHOUT WARRANTY OF ANY KIND, ClientCare
Inc  GIVES  NO  EXPRESS  WARRANTIES  AND  DISCLAIMS: (A) ALL IMPLIED WARRANTIES,
INCLUDING,  BUT  NOT  LIMITED  TO,  WARRANTIES OF MERCHANTABILITY; FITNESS FOR A
PARTICULAR  PURPOSE;  AVAILABILITY  OF  THE SITE; LACK OF VIRUSES, WORMS, TROJAN
HORSES,  OR  OTHER  CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES;
ACCURACY,  COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY
CONTENT  ON  THE SITE; AND (B) ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT
OR  LACK  OF  NEGLIGENCE IN CONNECTION WITH THE SITE-QR CONTENT AVAILABLE ON IT.
THE  ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN
CONNECTION WITH THE SITE AND CONTENT AVAILABLE ON IT IS BORN BY YOU.

IN ADDITION, ClientCare Inc DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE,
OR  QUIET ENJOYMENT IN CONNECTION WITH THE SITE AND INFORMATION AVAILABLE ON IT.

13.  LIMITATION OF LIABLLITY
     -----------------------


                                       20
<PAGE>
IN  NO  EVENT  WILL  ClientCare  Inc  BE  LIABLE  FOR  ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL,  SPECIAL,  PUNITIVE,  EXEMPLARY  DAMAGES, OR  AMY  OTHER  DAMAGES
(INCLUDING,  WITHOUT  LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION,  LOSS OF DATA, PERSONAL INJURY, FAILURE TO MEET ANY DUTY INCLUDING
ACTS  OF GOOD FAITH OR OF REASONABLE CARE, LACK OF NEGLIGENCE, AND FOR ANY OTHER
PECUNIARY  OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THE USE THIS SITE AND ANY INFORMATION AVAILABLE ON IT, THE DELAY OR INABILITY TO
USE  THE  SITE  OR  ANY INFORMATION, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING
NEGLIGENCE),  STRICT  LIABILITY,  BREACH  OF  CONTRACT, OR BREACH OF WARRANTY OF
ClientCare  Inc  AND EVEN IF ClientCare Inc HAS BEEN ADVISED OF THE" POSSIBILITY
OF  SUCH  DAMAGES. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN
IF  ANY  REMEDY  FAILS.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL ClientCare Inc BE LIABLE FOR ANY
AMOUNT  IN  EXCESS  OF  THE  AMOUNT  PAID  BY  YOU  TO  US  FOR USE OF THE SITE.

SOME  JURISDICTIONS  DO  NOT  ALLOW  THE  EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION  OR  EXCLUSION  OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY,  SOME  OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 14 MAY NOT APPLY
TO  YOU.

14.  THIRD PARTY BENEFICIARY
     -----------------------

15.  EXPORT CONTROLS
     ---------------

You  agree  to abide by U.S. and other applicable export control laws and not to
transfer,  by  electronic  transmission  or  otherwise,  any content or software
subject  to  restrictions under such laws to a destination prohibited under such
laws, without first obtaining, and then complying with, any requisite government
authorization.  You  further  agree  not to upload to your web site(s) hosted by
ClientCare  Inc  any  data  or  software  that  cannot be exported without prior
written  government  authorization, including, but not limited to, certain types
of  encryption  software.

16.  AMENDING THIS AGREEMENT
     -----------------------

This  Agreement  constitutes the entire agreement between you and ClientCare Inc
about  this  Site  and  your  use  of  it  and  it  supercedes  any  prior  or
contemporaneous  communications or displays whether electronic, oral, or written
between  you  and  ClientCare Inc regarding the Site (including, but not limited
to,  any  prior versions of the Agreement). Except as described below in Section
17  regarding  changes  to  fees,  this Agreement may not be amended except by a
specific  offer  from  ClientCare  Inc designated as an offer to amend its terms
which is accepted by you in the manner indicated in the offer. If you accept the
amended  terms,  they  supersede  any  previous  terms  in the Agreement (or any
amended  version  of the Agreement). If you do not accept the amended terms, you
may terminate the Agreement and request a refund of any undisputed prepaid fees.

17.  FEES; PAYMENT
     -------------

Your  use  of  the  Site and your Account is subject to fees that ClientCare Inc
sets  from  time  to  time.  Click  here to see the current fee schedule for the
                                    ----
services  offered  at  the Site. ClientCare Inc reserves the right to change its
services  or any fees charged for them upon 30 days' notice. If you do not agree
to  changes  in fees, you may terminate your Account. You are responsible to pay
ClientCare  Inc for all fees, duties, taxes, and assessments arising out of your
use  of  this  Site  and  your  Account.  Current  applicable  charges


                                       21
<PAGE>
for  the  services  are  due in advance of each month for which the services are
provided. If any service, other than the basic service plan, is selected by you,
payment  shall be due in full upon ordering the service. Only valid credit cards
acceptable  to ClientCare Inc may be used for orders placed at the site, and all
refunds  will  be  credited  to  the  same  card.  By  submitting your order for
processing,  you  authorize  us  to  charge  your order (including taxes and any
amounts  shown  to  you  before submission) to your card. If your card cannot be
verified,  is  invalid,  or  is  not  otherwise  acceptable,  your order will be
suspended  automatically and we will send you an e-mail notice. You must resolve
any  problem within the time stated in the email notification or your order will
be  cancelled  without  further notice. You will also be liable for all attorney
and  collection fees arising from ClientCare Inc's efforts to collect any unpaid
balance  of  your  Account(s).

18.  GENERAL INFORMATION
     -------------------

This  Agreement  does  not  create  any  agency,  employment, partnership, joint
venture,  franchise  or  other  similar  or special relationship between you and
ClientCare  Inc.  Neither  party  will  have the right or authority to assume or
create any obligations or to make any representations, warranties or commitments
on  behalf  of the other party or its affiliates, whether express or implied, or
to bind the other party or its affiliates in any respect whatsoever.

Your  rights  and  obligations  under this Agreement shall not be transferred or
assigned  directly or indirectly without the prior written consent of ClientCare
Inc.

This  Agreement  and the relationship between you and ClientCare Inc is governed
by  the  laws  of  the  State  of  Arizona without regard to its conflict of law
provisions. You and ClientCare Inc agree to submit to the personal and exclusive
jurisdiction  of  the courts located within the county of Maricopa, Arizona. The
failure  of ClientCare Inc to exercise or enforce any right or provision of this
Agreement  will  not  constitute  a  waiver  of  such  right  or  provision.

If any provision of this Agreement is found by a court of competent jurisdiction
to  be  unenforceable, then the provision (or portion) will be deemed superseded
by  valid  enforceable  language  that  most  clearly  matches  the  intent  and
allocation  of  risk  in  the  original  provision  {or  portion), and the other
provisions  of  this  Agreement  remain in full force and effect. You agree that
regardless  of  any statute or law to the contrary, any claim or cause of action
arising  out  of  or  related to use of the Site or this Agreement must be filed
within  one  (1)  year  after  such claim or cause of action arose or be forever
barred. The section titles in the Agreement are for convenience only and have no
legal  or  contractual  effect.


                                       22
<PAGE>
                                    EXHIBIT D

                                 PRIVACY POLICY

                       CLIENTCARE INC USER PRIVACY POLICY

This  Privacy  Statement describes how ClientCare Inc, Inc. may collect and uses
information  through  www.ezwsite.com  ("Site").

WHAT INFORMATION MIGHT CLFENTCARE TNC COLLECT FROM USERS OF THE SITE?

ClientCare  Inc and ClientCare Inc's service providers might collect information
that  you  provide  that  personally  identifies you when you use the Site. Such
information  may  include,  but is not limited to, your name, e-mail alias, user
identification  password and other information which can be connected to you via
use  of  cookies  (described  below)  (collectively  "Personal  Information").
Additionally,  in the event that you purchase products or services from the Site
you will need to disclose financial information such as a credit card to pay for
such  products or services ("Financial Information"). ClientCare Inc may collect
"AGGREGATE  INFORMATION"  which does not indicate the identity of any particular
user, but describes the habits, usage patterns and/or demographics of users as a
group.

WHAT ARE COOKIES AND HOW ARE THEY USED?

A  cookie  is  a  very  small  text file placed on your hard drive by a computer
server.  It  serves  as  your identification card and is uniquely yours. Cookies
tell  us  that you returned to a specific web page on our Site and help us track
your  preferences  and transactional habits. Cookies recognize your password and
help  us  personalize  your  experience  at  the Site by permitting our computer
server  to  "remember"  who  you  are.

By modifying your browser preferences you may chose to accept all cookies, to be
notified when a cookie is set, or to reject all cookies. If you choose to reject
all  cookies you may be unable to use those ClientCare Inc services that require
registration  in  order  to  participate.  Generally,  we  might use cookies to:

(1)  Remind us of who you are. This cookie is set when you register or "Sign In"
and is modified when you "Sign Out" of our ClientCare Inc services.

(2) Estimate our audience size. Each browser accessing ClientCare Inc is given a
unique  cookie which is then used to determine the extent of repeat usage, usage
by  a  registered  user  versus  by  an  unregistered  user,  and to help target
advertisements  based  on  user  interests  and  behavior.

(3)  Measure certain traffic patterns, which areas of ClientCare Inc you or your
page visitors have visited, and those visiting patterns in the aggregate. We use
this  research to understand how our users' habits are similar or different from
one  another  so that we can make each new experience on ClientCare Inc a better
one.  We may use this information to better personalize the content, banners and
promotions  that  you  and  other  users  may  see  on  our  sites.

(4)  ClientCare  Inc might also collects IP addressers system administration and
to  report  aggregate information  to  our  advertisers.

HOW MIGHT CLIENTCARE INC USE AND SHARE MY PERSONAL INFORMATION?

For Small Business Owners.
-------------------------

ClientCare  Inc  and  ClientCare  he's service providers might use your Personal
Information  to  operate  the Site, provide you services, open your Account, and
enforce  or  investigate  your  Membership  Terms  of


                                       23
<PAGE>
Service  regarding  it. We also collect and store Personal Information regarding
users  that  your  personalized  web  pages  (your  Account).



                                       24
<PAGE>
For General Users Visiting Small Business Owner
-----------------------------------------------

ClientCare  inc  and  ClientCare  he's service providers might use your Personal
Information  to  operate  the  Site  provide  you  services,  and  to enforce or
investigate  our  User  Terms  of Service and claims regarding it. Your Personal
Information  may  be  stored and it may be shared with the small business owners
whose  web  pages  you  visit  ClientCare  Inc  does not control the use of your
Personal  Information  made by any small business owner - so please contact them
directly  if  you have questions about their policies concerning the use of your
Personal  Information.

PROMOTIONAL OFFERS FROM CLIENTCARE INC AND FROM THIRD PARTIES

We may send you information from time to time about ClientCare Inc's promotional
offerings and we may share your Personal Information with third parties who wish
to  send  you  promotional  offerings.  Your  consent  to receipt of promotional
offerings  may  be  given  to  us  via  or in response to an email communication
requesting  your consent or otherwise during registration for use of the Site in
the appropriate check boxes (if any) within the Site signifying your consent. To
stop  delivery of promotional information from ClientCare Inc please send e-mail
to  Ron@djronhoward.ocm.  You  may  also be able to stop delivery of promotional
    -------------------
offerings  from  others  by  contacting  them  directly.

OTHER SITUATIONS IN WHICH PERSONAL INFORMATION MAY BE DISCLOSED

We  store and disclose Personal Information as allowed or required by applicable
law  or when deemed advisable in ClientCare Inc's discretion. This means that we
may  make  disclosures  that  am  necessary or advisable to conform to legal and
regulatory  requirements  or  processes  and  to  protect the rights, safety and
property  of  ClientCare  Inc,  users  of  the  Site  and  the  public.

Financial  Information:  Generally,  we  do not share Financial Information with
outside  parties  except to the extent necessary to provide you with any product
or  service  that  you  may  have  purchased.

Aggregate  Information:  ClientCare  Inc  and ClientCare Inc's service providers
reserve  the  right  to  freely  use  and  distribute  all Aggregate Information
collected  at  this  Site.

WHAT IS CLIENTCARE INC'S POLICY ABOUT ALLOWING ME TO UPDATE OR CORRECT MY
PERSONAL INFORMATION?

You may update or edit your Personal Information at any time, if you are a small
business  owner,  by  accessing  your  Account, or if you are a user of the Site
generally  by  sending  email  to  Ron@djronhoward.ocm.
                                   -------------------

WHAT SECURITY PRECAUTIONS ARE IN PLACE TO PROTECT THE LOSS, MISUSE, OR
ALTERATION OF MY INFORMATION?

We  take  reasonable  steps  to  protect Personal Information and use encryption
technology  to  help ensure security at the Site.  However, no data transmission
over  the  Internet or any wireless network can be guaranteed to be 100% secure.
As a result, while we strive to protect your Personal Information ClientCare Inc
cannot  ensure  or  warrant  the security of any information communicated to the
Site.

QUESTIONS, COMMENTS, CONCERNS

     If  you  have  any  questions  or  comments  about  our  use  of  Personal
Information, please contact us at Ron@djronhoward.ocm--
                                  -------------------


                                       25
<PAGE>
                                    EXHIBIT E

                                    MARKETING

YP.NET OBLIGATIONS:

1.   Provide position statements, marketing data, and branding requirements to
     ClientCare Inc to promote the Private Label Service.

2.   Promote Private Label Service via;
     2.1. A mutually agreed upon press release
     2.2. Additional marketing promotions will be mutually agreed upon by the
          parties


                                       26
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT F
                              MONTHLY SERVICE FEE


         ------------------------------------
         Maximum Number     Monthly Per Site
         --------------     -----------------
         of Pages Per Site       Charge
         ------------------------------------
<S>                         <C>
         56                 $         12.50 *
         ------------------------------------
<FN>
* ClientCare to pay YP.Net Per Site, Per Month
</TABLE>


                                       27
<PAGE>
                                    EXHIBIT G
                           PARTNER ESCALATION SUPPORT

Technical Support: Technical Support is provided by a designated specialist in
the vista.com Customer Service Center ("CSC") in response to a request from the
Partners designated Technical Contacts. The CSC is the focal point of service
delivery and service interaction with partner. Both telephone support and
electronic services are offered from the CSC. Only Partner's Contact(s) will
communicate with the designated CSC specialists.

SUBMITTING A SERVICE REQUEST: TO SUBMIT A REQUEST FOR SERVICE, PARTNER HAS THREE
SERVICE OPTIONS:

     (a)  over the phone, Contact will dial vista.com service number as supplied
          to  the Partner by vista.com. When a CSC specialist answers the phone,
          Partner  contact  will  be  prepared  to  discuss the problem with the
          specialist.

     (b)  via electronic chat, contact will connect to support chat via the
          vista.com  website  (www.vista.com)

     (c)  via email, Contact will enter the service request and send it to
          support@vista.com.

     In  order  to  submit  a  service  request,  either  telephonically  or
     electronically,  Partner  will  employ  the  following  procedures:

     (a)  provide a clear description that fully explains what the problem is,
          and  when  the  problem  occurs;  and

     (b)  describe the steps taken to attempt to resolve the problem.

DEFINITIONS OF SUPPORT PRIORITIES:

     PRIORITY 1: (P1) status is reserved for critical and severe problems. These
     problems  occur  when  the  YP.Net  service  is  down,  thereby  halting
     transactions  throughout  the  site,  and  there  is  no  workaround.

     PRIORITY 2: (P2) Serious problem: a major function is experiencing a
     reproducible  problem  which  causes major inconvenience; common operations
     fail  consistently;  service  exhibits  system-wide  security  holes

     PRIORITY 3: (P3) Problem: a fundamental function is experiencing an
     intermittent  problem, or a common operation sometimes fails; a less common
     operation  fails  consistently

     PRIORITY 4: (P4) Minor problems: a less common operation fails
     occasionally; all other errors

     Priority 5: (P5) Request for enhancements


SUPPORT RESPONSE TIME: Upon receipt of a service request, the designated CSC
specialist will reply to Contact to discuss the problem within one (1) business
hour on a P-1 request, within four (4) business hours on a P-2 request, within
eight (8) hours on a P-3 request, and within twenty four (24) hours on a P-4 or
P-5 request from the time of receipt of the service request. Business hours are
standard operation hours of vista.com


                                       28
<PAGE>