NEW MEDIA CONTRACT

         Project Title: WOMEN'S HEALTH NETWORK WEB DESIGN AND CONSULTING

      This is an agreement ("Agreement"), entered into this 29th day of March,
2000 ("Effective Date") between The MNI Group Inc./Women's Health Network
("CLIENT"), 10 West Forest Avenue, Englewood, NJ 07631 and KEEPSMART.COM
("KEEPSMART"), 12 Skyline Drive, Hawthorne, N.Y. 10532 (collectively, the
"Parties").

      WHEREAS, CLIENT is a leading provider of diverse nutritional and
health-related proprietary programs and products, as well as a clearinghouse for
medical information and integrative medical content. The organization's primary
operation is the distribution of health-related information and sales of unique
wellness products.

      WHEREAS, CLIENT seeks to redesign and/or incorporate new functionality
into the WWW.WOMENSHEALTHNETWORK.COM Web site.

      WHEREAS, KEEPSMART, an Internet and E-Learning consulting firm, has
submitted development proposals to assist CLIENT in achieving its goals to
develop and implement new interface designs and functional tools within the Web
site listed above.

      NOW, THEREFORE, the Parties hereto agree as follows:

1.0   STATEMENT OF WORK.

1.1   SERVICES AND DELIVERABLES. KEEPSMART shall perform the services
      ("Services") and produce the deliverables ("Deliverables") outlined in
      sections I and II of Schedule A, which is attached and made a part hereto,
      and as otherwise subsequently agreed to in writing between the Parties.
      All Services shall be performed under the highest professional standards.
      Deliverables will be subject to CLIENT's acceptance pursuant to section
      2.0 of this Agreement.

1.2   SPECIFICATIONS. KEEPSMART shall perform the Services and produce the
      Deliverables in accordance with the specifications ("Specifications") set
      forth in section III of Schedule A.

1.3   PRODUCTION SCHEDULE. KEEPSMART shall perform the Services and produce the
      Deliverables in accordance with the production schedule ("Production
      Schedule") set forth in section V of Schedule A. At all times, KEEPSMART
      will make its best effort to accommodate work schedule requests of CLIENT
      to the extent possible.

1.4   METHOD OF PERFORMING SERVICE. KEEPSMART will determine the general method
      and means of performing the work to be carried out for CLIENT. CLIENT may,
      however, require KEEPSMART personnel, including any personnel working as
      subcontractors for KEEPSMART, to observe at all times the security,
      confidentiality and safety policies of CLIENT. In addition, CLIENT shall
      be entitled to exercise a broad, general power of supervision and control
      over the results of work performed by KEEPSMART to ensure satisfactory
      performance. This power of supervision shall include the right to inspect,
      stop work, make suggestions or recommendations as to the details of the
      work, and request modifications to the scope or nature of the Services and
      Deliverables, provided, however, that any material modifications to the
      scope and nature of the Services and Deliverables would be made pursuant
      to section 1.6.2.

1.5   STAFFING. The Services and Deliverables hereunder will be performed and
      produced pursuant to the staffing schedule as set forth in section VII of
      Schedule A.

1.6   MODIFICATIONS.

1.6.1 CONFORMING MODIFICATIONS. KEEPSMART agrees to make any and all
      modifications, updates and changes necessary to conform the Services and
      Deliverables to their descriptions in this Agreement at no cost to CLIENT.

1.6.2 ADDITIONAL MODIFICATIONS.

      (a) KEEPSMART agrees to perform and deliver any additional services and
      deliverables not included under this Agreement and agrees to make
      modifications, updates and changes not required to conform the Services
      and Deliverables to their description in this Agreement (collectively,
      "Additions") at CLIENT's written request and at a price to be negotiated

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      at the time of such request, and in any event, such price shall be in an
      amount not to exceed the amount for maintenance provided in section 3.4.

1.7   MAINTENANCE. KEEPSMART agrees to perform at the request of CLIENT any and
      all support and maintenance required to maintain "Accepted Final Version"
      (as defined in Section 2.2) in a fully functional and operational level.
      CLIENT agrees to pay KEEPSMART for any such maintenance services that are
      performed thirty (30) days after Final Acceptance of the Deliverables
      under section 2.0 in an amount as provided under section 3.4 of this
      Agreement. If for any reason KEEPSMART cannot perform support and
      maintenance, it will give CLIENT sixty (60) days written notice, and
      during this time shall participate in knowledge transfer and training for
      whoever or whichever entity assumes responsibility for support and
      maintenance will be assumed. CLIENT shall reimburse KEEPSMART for such
      knowledge transfer and training in an amount not to exceed the amount for
      maintenance provided in section 3.4.

2.0   ACCEPTANCE AND TESTING.

2.1   TESTING OF DELIVERABLES. KEEPSMART shall produce to CLIENT an alpha
      version of the Deliverables ("Alpha Version") in accordance with the
      Production Schedule and, with the full input and cooperation of CLIENT,
      shall alpha test ("Alpha Test") all Deliverables thoroughly. Within ten
      (10) days after the production of the Alpha Version to CLIENT, CLIENT
      shall provide written notice of either (a) initial acceptance of the
      Deliverables ("Initial Acceptance") and an initial list of the
      corrections, if any, to be made by KEEPSMART as a result of Alpha Testing
      or (b) rejection of the Deliverables and termination of the contract for
      cause. Failure by CLIENT to send such notice within thirty (30) days of
      receipt of the Alpha Version, will be considered to be a Final Acceptance
      of the Deliverables as defined below. Throughout Alpha Testing, CLIENT
      shall provide KEEPSMART with a list (or lists) of corrections to be made
      to the Deliverables. Upon the conclusion of Alpha Testing, KEEPSMART shall
      produce to CLIENT a beta version of the Deliverables ("Beta Version") in
      accordance with the Production Schedule. Upon receipt of the Beta Version,
      CLIENT shall have the option of performing beta tests ("Beta Tests") on
      the Deliverables at a time, in a place and in a manner chosen by CLIENT to
      determine that the Deliverables are of the kind and quality, and function
      in a manner, that is acceptable to CLIENT. Upon the conclusion of Beta
      Testing, CLIENT shall provide written notice of either (a) secondary
      acceptance of the Deliverables ("Secondary Acceptance") with a list of the
      corrections, if any, that are to be made and a suggested date for
      completion which will be no shorter than seven (7) days from receipt of
      such notice (the "Correction Period") or (b) rejection of the Deliverables
      and termination of the contract for cause. Failure by CLIENT to send such
      notice within thirty (30) days of receipt of the Beta Version, will be
      considered to be a Final Acceptance of the Deliverables as defined below.

2.2   FINAL TESTING. Upon the conclusion of Secondary Acceptance or after
      completion of the work to be performed during the Correction Period,
      whichever is later, KEEPSMART shall produce the "Final Version" of the
      Deliverables. Upon receipt of the Final Version, CLIENT shall have the
      option of performing final tests ("Final Tests") on the Deliverables at a
      time, in a place and in a manner chosen by CLIENT to determine that the
      Deliverables are of the kind and quality, and function in a manner, that
      is acceptable to CLIENT. Upon the conclusion of Final Testing, CLIENT
      shall provide KEEPSMART with written notice of either (a) final acceptance
      of the Deliverables ("Final Acceptance") or (b) rejection of the
      Deliverables with a list of the corrections that are to be made and a
      suggested date for completion which will be no shorter than seven (7) days
      from receipt of such notice (the "Final Correction Period"). Failure by
      CLIENT to send such notice within thirty (30) days of receipt of the Final
      Version, will be considered to be a Final Acceptance of the Deliverables
      (the "Accepted Final Version"). Upon the conclusion of the work to be
      performed during the Final Correction Period, should the Deliverables
      still be unacceptable to CLIENT, KEEPSMART shall have additional Final
      Correction Periods in which to make any corrections in accordance with
      this provision, except upon the conclusion of the second Final Correction
      Period, CLIENT shall have the option of terminating this Agreement for
      cause.

2.3   REASONABLENESS.  CLIENT agrees to perform all tests in a reasonable  and
      timely manner and shall not unreasonably withhold Acceptance.

3.0   COMPENSATION.

3.1   FIXED COST. CLIENT shall pay the total sum in the payment structure at
      specific milestone events as set forth in section VI of Schedule A, in
      consideration for all Services and Deliverables pursuant to this Agreement

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      unless otherwise provided by the terms of this Agreement. Payments will be
      due and owing only upon a written agreement that the milestone on which a
      specific payment is conditioned has in fact been met ("Milestone
      Agreement"). Each Milestone Agreement will contain a breakdown and list of
      included charges.

3.2   TIME FOR PAYMENT. Each payment shall be made within thirty (30) days of
      each executed Milestone Agreement. A 1% monthly service charge is payable
      on all overdue balances.

3.3   EXPENSES. CLIENT agrees to reimburse KEEPSMART for KEEPSMART's reasonable,
      customary, necessary and actual, documented out-of-pocket expenses paid to
      third parties by KEEPSMART for travel beyond one hundred (100) miles of
      KEEPSMART's home office, lodging, shipping and handling to CLIENT. Any
      amounts subject to reimbursement shall be billed by KEEPSMART on a monthly
      basis on a statement sent to the attention of the person listed in section
      IV of Schedule A, which shall set forth in complete detail the amounts
      subject to reimbursement for such month, the date each expense was paid,
      the date of any applicable written approval from CLIENT, and a receipt
      documenting each such expense. Such statement shall be paid by CLIENT
      within thirty (30) days of CLIENT's actual receipt of the statement from
      KEEPSMART.

3.4   MAINTENANCE. Costs for maintenance will be agreed upon by the Parties upon
      CLIENT's request for such maintenance in accordance with section 1.7.

3.5   TAXES AND EMPLOYEE BENEFITS. Each Party hereto shall be responsible for
      any tax liability imposed on them as a result of the existence or
      operation of this Agreement, by any government or entity. CLIENT shall not
      be responsible or liable for any insurance or other benefits given to
      KEEPSMART personnel or the personnel of KEEPSMART subcontractors.

3.6   CONFIDENTIALITY. KEEPSMART agrees to keep confidential all compensation
      terms of this Agreement and any future Agreement relating to, or connected
      with, this Agreement.

4.0   REPORTS AND AUDITS.

4.1   DEVELOPMENT REPORTS. KEEPSMART shall contact or meet with CLIENT on a
      mutually acceptable schedule to report all tasks completed, problems
      encountered, and recommended changes relating to the development and
      testing of the Services and Deliverables and will give CLIENT a written
      report on all developments to date. KEEPSMART shall inform CLIENT by
      telephone upon discovery of any event or problem that may significantly
      delay the development of the project and the performance of the Services
      and production of the Deliverables.

4.2   MAINTENANCE OF ACCURATE BOOKS AND RECORDS. CLIENT, its outside survey
      advisors and auditors may, on occasions to be agreed upon, audit
      KEEPSMART's work under this Agreement. KEEPSMART agrees to keep and
      maintain accurate books and records of all matters directly relating to
      the performances of its obligations under this Agreement. During the Term
      of the Agreement, and until one (1) year after the last fee is required to
      be paid hereunder, such books and records shall be available for
      inspection and audit by CLIENT, its employees, agents or auditors at the
      expense of CLIENT, at KEEPSMART's offices, upon reasonable notice to
      KEEPSMART.

5.0   TERM AND TERMINATION.

5.1   TERM. The Term of this Agreement shall begin on the Effective Date and
      shall continue until an event of termination as set forth below.

5.2   TERMINATION BY CLIENT. CLIENT may terminate this Agreement if (i)
      KEEPSMART fails to fulfill one or more of its obligations under the
      Agreement or upon the failure of any of the warranties under this
      Agreement, by not less than thirty (30) days written notice to KeepSmart
      specifying any such breach, unless within the period of such notice all
      breaches specified therein shall have been remedied, except that
      terminations under section 2.0 will be effective upon receipt of written
      notice by KEEPSMART, or (ii) at any time for any reason upon thirty (30)
      days written notice to KEEPSMART. Upon any termination by CLIENT,
      KEEPSMART shall immediately discontinue use of, and return or destroy, all
      copies of Confidential Information in its possession.

5.3   TERMINATION BY KEEPSMART. If CLIENT fails to fulfill one or more of its
      obligations under this Agreement or upon the failure of any of the
      warranties under this Agreement, KEEPSMART may, upon its election and in
      addition to any other remedies that it may have, at any time terminate

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      this Agreement by it hereunder by not less than thirty (30) days written
      notice to CLIENT specifying any such breach, unless within the period of
      such notice all breaches specified therein shall have been remedied.

5.4   REMEDIES UPON CLIENT TERMINATION.

5.4.1 TERMINATION FOR CAUSE. Upon the termination of this Agreement by CLIENT
      pursuant to sections 2.0, 5.2(i) or 5.5, CLIENT, in addition to all other
      remedies available under this Agreement and under law and in equity, shall
      be entitled to a refund of all monies paid to KEEPSMART in connection with
      the performance of the Services and production of the Deliverables to
      date, minus direct expenses expended by KEEPSMART in connection with the
      performance of the Services and production of the Deliverables to date
      that are reimbursable in accordance with section 3.3, minus sales
      commissions paid in connection with the performance of the Services and
      production of the Deliverables to date, and, minus payments to
      subcontractors for work performed by such subcontractor in the case of
      CLIENT's termination pursuant to section 1.5 due to a force majeure, and
      KEEPSMART shall deliver to CLIENT, and CLIENT shall own, all rights and
      interests to, all work completed to that date and KEEPSMART shall deliver
      all work completed to date.

5.4.2 TERMINATION NOT FOR CAUSE. Upon the termination of this Agreement by
      CLIENT pursuant to section 5.2(ii) prior to the occurrence of the second
      milestone set forth in section VI of Schedule A, CLIENT, in addition to
      all other remedies available under this Agreement and under law and in
      equity, shall be entitled to a refund of all monies paid to KEEPSMART in
      connection with the performance of the Services and production of the
      Deliverables to date minus direct expenses expended by KEEPSMART in
      connection with the performance of the Services and production of the
      Deliverables to date that are reimbursable in accordance with section 3.3
      and minus compensation for all work performed calculated at an hourly rate
      of $150.00 per hour, or the lowest hourly rate that KEEPSMART is charging
      for comparable maintenance services to other clients, but in no event will
      CLIENT be liable for more than the amount that would be due pursuant to
      section 3.1, and KEEPSMART shall deliver to CLIENT, and CLIENT shall own
      all rights and interests to, all work completed to that date. Upon the
      termination of this Agreement by CLIENT pursuant to section 5.2(ii)
      subsequent to the occurrence of the second milestone set forth in section
      VI of Schedule A, CLIENT, in addition to all other remedies available
      under this Agreement and under law and in equity, shall be entitled to no
      refund of any monies paid and shall be required to pay the balance of the
      monies due under section 3.1 as a cancellation fee.

5.5   NO ASSIGNMENT & CHANGE OF CONTROL PROVISION. KEEPSMART may not assign this
      Agreement without the prior written consent of CLIENT. Notwithstanding the
      above, in the event of the dissolution of KEEPSMART or in the event that a
      third party acquires KEEPSMART, whether by merger, purchase or otherwise,
      KEEPSMART shall so notify CLIENT immediately and CLIENT shall have the
      option of either continuing this Agreement or terminating this Agreement.

5.6   SURVIVAL. The rights and obligations of the Parties regarding
      confidentiality pursuant to sections 3.6 and 7.0 shall survive the
      expiration or termination of this Agreement.

6.0   INTELLECTUAL PROPERTY RIGHTS.

6.1   WORK FOR HIRE. Notwithstanding section 1.4, the results and proceeds of
      the Services and the Deliverables provided to CLIENT pursuant to this
      Agreement (collectively, the "Product"), and all rights therein, of
      whatever nature, without limitation, any patent, trade secret, trademark
      or service mark rights (and any goodwill appurtenant thereto), any rights
      of publicity, and any right, title and interest in any copyright and any
      right that may affix under any copyright law now or hereinafter in force
      and effect in the United States or in any other country or countries,
      shall be owned by CLIENT immediately from inception and shall constitute
      works specially ordered or commissioned as works made for hire under the
      United States Copyright Act. Without limiting any of the foregoing,
      KEEPSMART hereby assigns and transfers to CLIENT all rights that KEEPSMART
      may have, of whatever nature, including without limitation, any patent,
      trade secret, trademark or service mark rights (and any goodwill
      appurtenant thereto), and any right, title and interest in any copyright
      and any right that may affix under any copyright law now or hereinafter in
      force and effect in the United States or in any other country or
      countries, in and to the Product, without condition, limitation or
      reservation. CLIENT may add to, subtract from, arrange, rearrange, revise,
      modify, change and adapt the Product and any element or part thereof in
      its sole and absolute discretion and KEEPSMART hereby irrevocable waives
      all of its rights provided in 17 U.S.C. ss.106 for any and all purposes

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      for which the Product may be used, and any rights of attribution and
      integrity provided in 17 U.S.C. ss.106A or any other "moral rights of
      authors" with respect to the Product and any uses thereof to the full
      extent now or hereafter permitted by the laws of the United States or the
      laws of any country or countries for any and all purposes for which the
      Product may be used.

6.2   LICENSE FURNISHING. Unless otherwise provided in this Agreement, KEEPSMART
      agrees to obtain and furnish to CLIENT all appropriate assignments,
      licenses, waivers and releases from all persons who created or furnished
      any software or applications used in connection with, or as part of, the
      Services or Deliverables ("Licensed Materials"), now or in the future, or
      who otherwise might claim any rights in the Licensed Materials, which
      assignments, licenses, waivers and releases shall assign and transfer to
      CLIENT all rights that such persons may have, of whatever nature (in no
      even less than the rights granted to CLIENT in section 6.1 above), in and
      to such Licensed Materials, or KEEPSMART otherwise shall have secured from
      each person a paid-up royalty free nonexclusive right and license granting
      to CLIENT irrevocably and unconditionally and in perpetuity the right
      throughout the universe to copy, distribute, transmit, display, perform,
      create derivative works, and otherwise use and exploit the Licensed
      Materials in whole or in part, including without limitation, the right to
      add, subtract from, or modify in any way the License materials and any
      part or element thereof, and the right to permit others to do the
      foregoing.

6.3   RIGHTS EFFECTUATION. KEEPSMART agrees that, upon CLIENT's request, it will
      promptly execute, acknowledge, and deliver to CLIENT or its designee such
      documents as CLIENT may deem necessary to evidence, record or effectuate
      any of CLIENT's rights or registrations or any of KEEPSMARTs agreements,
      assignments, licenses, releases and waivers hereunder.

7.0   INTENTIONALLY LEFT BLANK

8.0   REPRESENTATIONS AND WARRANTIES.

8.1   MUTUAL  PROVISIONS.  KEEPSMART and CLIENT each represents and warrants
      that:

      (a)     each has all the requisite power and authority to execute, deliver
              and perform its obligations under this Agreement;

      (b)     the execution, delivery and performance of this Agreement have
              been duly authorized by each Party hereto; and

      (c)     no approval, authorization, or consent of any governmental or
              regulatory authority is required to be obtained or made by either
              Party in order for each Party to enter into and perform their
              respective obligations under this Agreement.

8.2   KEEPSMART PROVISIONS. KEEPSMART represents and warrants that:

      (a)     the Product shall be of the kind and quality, and shall function
              in the manner described in Schedule A, however such warranty is
              limited to thirty (30) days after Final Acceptance of the Product
              pursuant to the terms of this Agreement;

      (b)     the Product does not contain and will not contain any
              authorization codes, computer viruses or other contaminants,
              including any codes or instructions that can access, modify,
              damage or disable the computers or computer systems of CLIENT or
              any user of CLIENT's Product ("Viruses") and KEEPSMART shall
              indemnify and hold CLIENT harmless from any cost, loss or
              liability, including attorney's fees, arising from a breach of
              this warranty or the presence of such Viruses in the Product;

      (c)     the Product does not and will not infringe upon the proprietary
              rights, including, but not limited to, trademarks, copyrights and
              trade secrets, of any third party or violate any law;

      (d)     KEEPSMART has or will have obtained the proper licenses from third
              party vendors for software and any and all applications which is
              used in connection with, or as part of, the Product and will
              obtain the proper licenses for software and applications which may
              be used in connection with, or as part of, the Product at any time
              and in the future, except that CLIENT will gain all appropriate
              legal approvals and licensing arrangements for all materials,
              including text, artwork and logos, which CLIENT may deliver to
              KEEPSMART;

      (e)     KEEPSMART will assume payment for all licenses, including license
              renewals, from third party vendors for software and applications
              used in connection with, or as part of, the development of the
              Product, except CLIENT will directly pay license fees, and act as

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              licensee for, licensed stock art or animation or any other media
              applications. KEEPSMART will not be liable for licenses required
              for the hosting of the Product on a Web server. KEEPSMART will
              obtain written approval before said licenses are purchased.

9.0   INDEMNIFICATION.

9.1   KEEPSMART INDEMNIFICATION. Subject to the provisions of section 9.3,
      KEEPSMART hereby agrees to indemnify, defend and hold harmless CLIENT and
      its subsidiaries, parent corporations, affiliates, officers, directors,
      independent contractors, partners, shareholders, employees, agents,
      licensees and successors and permitted assigns (collectively, "Indemnitee
      CLIENT") from, against and in respect of any kind and all assessments,
      damages, deficiencies, judgments, losses, obligations and liabilities
      (including costs of collection and reasonable attorneys' fees and
      expenses) (collectively "Losses") imposed upon Indemnitee CLIENT arising
      from or related to:

      (a)     any breach of such KEEPSMART's representations, warranties,
              covenants and other material obligations under this Agreement;

      (b)     any negligence or intentional misconduct by KEEPSMART (or its
              employees, subcontractors, agents or representatives) in
              performing its obligations under this Agreement;

      (c)     any claim by a third party that the Product infringes upon the
              proprietary rights of such third party; or

      (d)     any damage to computers or computers systems resulting from the
              use or installation of the Product.



9.2   CLIENT INDEMNIFICATION. Subject to the provisions of section 9.3, CLIENT
      agrees to indemnify KEEPSMART ("Indemnitee KEEPSMART") from, against and
      in respect of any kind and all assessments, damages, deficiencies,
      judgments, losses, obligations and liabilities (including costs of
      collection and reasonable attorneys' fees and expenses) imposed upon
      Indemnitee KEEPSMART arising from or related to the use of any software or
      applications to produce CLIENT's Product and that are not provided by, or
      used with the knowledge of, Indemnitee KEEPSMART.

9.3   PROCEDURES. The indemnification obligations of KEEPSMART under section 9.1
      and CLIENT under section 9.2 are subject to Indemnitees' compliance with
      the following procedures: (i) the Indemnitee shall provide the
      indemnifying Party with prompt written notice of any claim or suit that
      the Indemnitee believes may result in the incurrence by it of any Loss for
      which it will be entitled to indemnification; (ii) the Indemnitee shall
      permit the indemnifying party or the indemnifying party's insurer to
      defend or settle such claim or suit and shall cooperate with permit the
      indemnifying party or the indemnifying party's insurer (at the
      Indemnifying Party's expense) in defending or settling such claim or suit;
      (iii) the Indemnitee shall not attempt to settle or compromise any claim
      or suit without the indemnifying party's prior written consent and any
      such settlement or compromise shall not be relevant as to the indemnifying
      party's liability unless consented to in writing by the indemnifying
      party. An Indemnitee's failure to perform its obligations under this
      section 9.3 shall relieve the Indemnifying Party of its obligations under
      sections 9.1 or 9.2.

10.0  REMEDIES.

10.1  REMEDIES TO CLIENT. In the event KEEPSMART breaches this Agreement in any
      way or form, CLIENT shall be entitled to any and all rights and remedies
      it may have, in law or in equity and pursuant to the terms of this
      Agreement, and shall be entitled to an injunction restraining, temporarily
      or permanently, KEEPSMART from disclosing or using, in whole or in part,
      any Confidential Information.

10.2  REMEDIES TO KEEPSMART. In the event CLIENT fails to pay any amount due to
      KEEPSMART under this Agreement or otherwise breaches this Agreement,
      KEEPSMART's sole remedy for such failure to pay or such breach shall be an
      action at law for damages, if any.

11.0  DISCLAIMERS.

11.1  MUTUALITY OF REPRESENTATIONS AND WARRANTIES.  The  representations  and
      warranties of each Party extend only to the other Party.

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12.0  GENERAL PROVISIONS.

12.1  DEFINITIONS. Any terms not otherwise defined in any part of this Agreement
      shall have their usual and customary meanings.

12.2  NOTICES. Unless otherwise provided, all communications, notices, and
      agreements under this Agreement shall be in writing, by confirmed fax, or
      by confirmed E-mail, except for Acceptances pursuant to section 2.0,
      Milestone Agreements pursuant to section 3.1 and terminations pursuant to
      section 2.0 and 5.0 which shall be in writing or by confirmed fax only,
      and shall be deemed to have been duly given (i) upon personal delivery,
      (ii) upon deposit in the mail if mailed by certified mail, return receipt
      requested, postage prepaid, (iii) upon deposit with a recognized courier
      with next-day delivery instructions, or (iv) upon confirmation of
      transmission, if sent by confirmed fax or confirmed E-mail, to the person
      ("Representative Person") at the address or fax number set forth in
      section IV of Schedule A. Should either Party wish to change its
      Representative Person, it must notify the other Party in accordance with
      this provision. Notwithstanding the above, should the Representative
      Person be unavailable, because of vacation or otherwise, the Parties agree
      to name alternate Representative Persons and to notify the other Party in
      accordance with the terms of this section as to the identity, telephone
      number, mail address and E-mail address of that person.

12.3  SEVERABILITY. In the event that any provision of this Agreement shall, in
      whole or in part, be determined to be invalid, unenforceable or void for
      any reason, such determination shall affect only the portion of such
      provision determined to be invalid, unenforceable or void, and shall not
      affect in any way the remainder of such provision or any other provision
      of this Agreement. The Parties agree that they will negotiate in good
      faith or will permit a court or arbitrator to replace any provision of
      this Agreement so held invalid, unenforceable or illegal with a valid
      provision that is as similar as possible in substance to the invalid,
      unenforceable or illegal provision.

12.4  WAIVER. No provision of, right, power or privilege under this Agreement
      shall be deemed to have been waived by any act, delay, omission or
      acquiescence on the part of either party, its agents, or employees, but
      only by an instrument in writing signed by an authorized officer of each
      party. No waiver by either Party of any breach or default of any provision
      of this Agreement by the other Party shall be effective as to any other
      breach or default, whether of the same or any other provision and whether
      occurring prior to, concurrent with, or subsequent to the date of such
      waiver.

12.5  COOLING OFF PERIOD AND GOOD FAITH NEGOTIATIONS. If any dispute arises
      under this Agreement that is not settled promptly in the ordinary course
      of business, the Parties shall seek to resolve any dispute between them,
      first, by negotiating promptly with each other in face-to-face
      negotiations. These face-to-face negotiations shall be conducted by
      designated representatives of CLIENT and KEEPSMART. If the Parties are
      unable to resolve the dispute between them within twenty (20) business
      days (the "Cooling Off Period," or such shorter period as the Parties
      shall otherwise specify and agree in writing) through these face-to-face
      negotiations, or if either Party refuses to conduct such face-to-face
      negotiations, then any such disputes shall be resolved as the parties
      determine to be in their best interests within the bounds of the governing
      law, jurisdiction and venue requirements set forth below.

12.6  GOVERNING LAW; JURISDICTION & VENUE. This Agreement shall be governed by
      and construed in accordance with the laws of the state of New York without
      taking into account its principles on conflicts of law. The Parties agree
      that the United Nations Convention on Contracts for the International Sale
      of Goods will not apply to this Agreement. Any controversy or claim
      arising out of or relating to this contract, or the breach thereof, shall
      be settled by arbitration administered by the American Arbitration
      Association under its Commercial Arbitration Rules, and judgment on the
      award rendered by the arbitrator may be extended in any court having
      jurisdiction thereof. The American Arbitration Association Optional Rules
      for Emergency Measures of Protection shall apply to the proceedings. The
      Parties agree that any controversy be submitted to one arbitrator. In any
      such action or proceeding, the successful or prevailing Party shall be
      entitled to recover its reasonable attorneys' fees and other costs
      incurred in connection with that action or proceeding, in addition to any
      other relief to which such Party may be entitled.

12.7  AUTHORIZATION. The individual executing this Agreement on behalf of a
      corporation or other legal entity personally represents that he or she is
      duly authorized to execute this Agreement on behalf of such entity and
      that this Agreement is binding upon such entity.

12.8  EXPORT CONTROL. The Parties agree to comply with all export laws,
      restrictions and regulations of the United States Department of Commerce
      or other United States or other sovereign agency or authority, and not to

                                       7
<PAGE>

      export, or allow the export or re-export of any technical data or any
      direct product thereof in violation of any such restrictions, laws or
      regulations, or unless and until all required licenses and authorizations
      are obtained to the countries specified in the applicable U.S. Export
      Administration Regulations (or any successor supplement or regulations).

12.9  HEADINGS. Captions and headings contained in this Agreement have been
      included for ease of reference and convenience and shall not be considered
      in interpreting or construing this Agreement.

12.10 ENTIRE AGREEMENT. This Agreement and Schedules which are attached hereto
      and incorporated herein (a) constitutes the entire agreement of the
      Parties hereto with respect to the subject matter hereof and supersedes
      all prior understandings and agreements, whether written or oral, as to
      such subject matter; (b) may be amended only by a writing executed by the
      authorized representatives of CLIENT and KEEPSMART as provided hereunder;
      (c) may not be assigned by either Party without the written consent of the
      other; and (d) shall be binding upon and shall inure to the benefit of the
      respective heirs, administrators, personal representatives, successors and
      permitted assigns of the Parties hereto.

12.11 COUNTERPARTS. This Agreement may be executed in multiple counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument. In making proof of this Agreement,
      it shall not be necessary to produce or account for more than one such
      counterpart.

                                       8
<PAGE>

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed, as an instrument under seal, as of the Effective Date by their duly
authorized representatives and agree to be bound thereby.


THE MNI GROUP INC./WOMEN'S HEALTH NETWORK

By:   /s/ ARNOLD M. GANS
      -----------------------------------
      Arnold M. Gans
      President

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

KEEPSMART.COM

By:   /s/ JOSEPH FISH
      -----------------------------------
      Joseph Fish
      Chief Technology Officer (CTO)

                           Date
      --------------------
                                       9
<PAGE>

SCHEDULE A                                                         KEEPSMART.COM

                               NEW MEDIA CONTRACT

      Project Title:  WOMEN'S HEALTH NETWORK WEB DESIGN AND CONSULTING

                                   SCHEDULE A

  1.  SERVICES.

      KEEPSMART.COM will redesign and create functional elements for the Women's
      Health Network (WWW.WOMENSHEALTHNETWORK.COM) Web site.

      The redesign effort will include the creation of new interfaces and
      navigation, design of new functional elements such as: Opening Animation,
      E-Commerce Catalog, Communication tools, News and Information Publishing,
      Personalization features, and back-end maintenance forms.

      The site's "front-end" will all be available for public viewing. The
      site's "back-end" will be available to authorized site administrators
      only.

  2.  DELIVERABLES (STRUCTURAL OUTLINE).

      This section provides a structural overview of the Web site being
      developed. This outline will be completed with detailed items during the
      Requirements Analysis.

      The following is the structural outline for the redesign of the Women's
      Health Network Web site. These areas have been divided into the Front End
      Templates (pages site visitors see) and Back-End Templates (password
      protected pages available to individuals managing the site) for your
      convenience:

           FRONT END

              o     Opening Animation - (motivational sequence designed to
                     inspire and engage users)
              o     Home Page  (also see "Registration" information)
                    o     Conditions and Ailments
                          o     Health Categories and Disease Information
                                o     (To be defined)
                          o     Health Oriented Search Engine
                                o     Search by Ailment/Condition/Disease Name
                                o     Search by Symptoms
                                o     Search by Life stages
                                o     Search by Diagnostic Evaluation and Test
                                      Types
                          o     Disease Treatment Options
                                o     Conventional
                                o     Alternative
                                o     Experimental
                                o     Self Directed
                          o     Women's Wellness
                                o     Disease Prevention
                                o     Age Categories
                                      o     Neonatal / Pediatrics
                                      o     Adolescents
                                      o     Adults
                                            o     Geriatrics
                                            o     Neurological Diseases of
                                                   Advanced Age

                                       1
<PAGE>
SCHEDULE A                                                         KEEPSMART.COM


                                            o     Alzheimer's & Dementia
                                            o     Parkinson's
                                            o     Multiple Sclerosis
                                o     Pregnancy-Related Conditions
                                      o     Normal Gestational Changes
                                      o     Abnormal Gestational Changes
                                      o     Abortion
                                      o     Contraception Control
                                      o     Infertility Management
                                o     Social and Environmental Factors & Issues
                                      o     Health Trends
                                      o     Seasonal Allergies
                          o     Products and Services
                                o     Product and Service Information
                                o     E-commerce Environment
                          o     Latest News and Information
                          o     Physician Database and Advisor Board
                                 (Professional References)
                          o     Communications - Interaction with others
                                o     Bulletin Boards
                                o     Chat room
                                o     E-mail Physicians
                          o     Personalize it
                                o     Personalize the site with the information
                                       the user is interested in

                       BACK END

                          o     Diseases Maintenance Forms
                                o     Add New Disease
                                      o     Series of fields and information
                                             related to the disease
                                      o     Update Disease with new information
                          o     Women's Wellness
                                o     Category Home Page Management Form
                                o     Administer Information by Category
                                o     Administer Subcategories
                          o     Products and Services
                                o     Maintain Products Home Page
                                o     Add or Delete a Product
                                o     E-commerce Maintenance
                          o     Latest News and Information
                                o     Maintain News and Information Home Page
                                o     Add, Delete, and Manage Article Database
                                      (for Physicians and MNI Staff)
                          o     Physician Database and Advisory Board
                                 (Professional Resources)
                                o     Add/Delete Physician Information
                          o     Communications - Interaction with Others
                                o     Bulletin Board Maintenance Tools
                                o     Chat Room Maintenance Tools
                          o     Personalize it
                                o     Forms for Managing Users
                                o     Listserver - Send mail to all or subsets
                                       of users

      3.   SPECIFICATIONS.

        A.      DATA SPECIFICATIONS

                                       2
<PAGE>
SCHEDULE A                                                         KEEPSMART.COM


           The following is a list of content items to be included in the
           Women's Health Network Web site:

           Cold Fusion or JSP Database Front End and Back End (for site
           management)
                o     Home Page
                o     Content Pages
                      o     Conditions and Ailments
                      o     Women's Wellness
                      o     Products and Services
                      o     Latest News and Information
                      o     Physician Database and Advisor Board
                             (Professional References)
                o     Communications - Facilitated chat back-end processes
                      o     "Personalize it" features
           Flash or Other (non 3-D) animations
                      o     Introduction Sequence
           List Server, Bulletin Board, Chat Room
                      o     Communications
           E-mail Communications
                      o     Form Types:
                            o     E-mail Form (General)
                            o     Section Specific E-mail Forms
           HTML
                      o     Where Appropriate
           E-Commerce
                      o     Products and Services Catalog
           Links
                      o     As appropriate

      B.   SYSTEM APPLICATIONS - (target computer specifications)

           USER COMPUTERS

           Computer Type:          PC, Macintosh

           Operating System:       Win95, Win98, WinNT or MacOS

           CPU Speed:              N/A

           RAM:                    N/A

           Screen Resolution:      640x480 (min)

           Browser Version:        Minimum Netscape 3.0 or IE 3.0


      C.   DEVELOPMENT LANGUAGE

           KEEPSMART will draw from a variety of industry standard tools and
           programming languages including: Adobe Photoshop, HTML, Java Server
           Page technology (JSP), Macromedia Flash, Oracle, and/or other
           Assignment-appropriate applications (unless otherwise defined in
           Section II or III of SCHEDULE A) and be responsible for applicable
           licenses. Additional License fees may be required for the hosting of
           this application on a Web Server. KEEPSMART will not be responsible
           for those fees.

                                       3
<PAGE>
SCHEDULE A                                                         KEEPSMART.COM


           Any KEEPSMART proprietary tools are either identified in an
           attachment to this Agreement, or shall be identified in writing to
           CLIENT and agreed to in advance. KEEPSMART proprietary tools as used
           herein shall mean software development tools developed by KEEPSMART
           or for KEEPSMART's exclusive use and which are used to prepare the
           product.

      D.   TEXT AND GRAPHIC HANDLING

           KEEPSMART and CLIENT will cooperate in developing the WOMEN'S HEALTH
           NETWORK WEB DESIGN AND CONSULTING initiative.

           o   KEEPSMART will not be responsible for copy editing CLIENT text
               pages.

           o   All grapics or artwork will come in the form of high quality
               printed materials or EPS files (or other standardized graphic
               format to be decided upon during the Requirements Finalization
               phase) from the CLIENT. All graphic files will be accompanied by
               a printed version of those graphics.

           o   KEEPSMART will make recommendations on the amount of content
               present on a particular page. In the event CLIENT feels that
               additional text is warranted, then CLIENT will sign off and take
               responsibility for the adjustment.

           o   KEEPSMART will create custom art and/or use top quality stock art
               when appropriate.

      E.   PROGRAMMING GUIDELINES

           New still art, animations, text layout, and other user interface
           treatments will be submitted and commented upon according to the
           process outlined below.

           o   Based on planning discussions, KEEPSMART will provide CLIENT with
               visual "treatments" which merge with material supplied by CLIENT.
               A "treatment" as used herein is defined as Interface layouts,
               including sketches.

           o   Based on comments made by CLIENT, KEEPSMART will fully develop
               the mechanics or other interactive elements according to
               specifications outlined during the previous discussions.

           o   After CLIENT reviews the progress and makes final revisions, if
               needed, KEEPSMART will make up to two additional adjustments (at
               client's request) to the User Interface treatment and CLIENT will
               sign off on the design.

           CLIENT will not be responsible for any fees or expenses for any
           revisions beyond the original comments and specifications where those
           revisions result from KEEPSMART's failure to develop the product in
           strict adherence to the "treatments."

      4.   REPRESENTATIVES.

           In order to facilitate continued momentum in the design, development,
           production, and implementation processes, KEEPSMART requests the
           assignment of a single point of contact with signing authority to be
           available for inquiries. The single point of contact is critical to
           maintaining forward momentum in project development.

           The MNI Group Inc. / Women's Health Network    KEEPSMART.COM
           10 West Forest Avenue                          12 Skyline Drive
           Englewood, NJ 07631                            Hawthorne, NY  10532

                                       4
<PAGE>
SCHEDULE A                                                         KEEPSMART.COM


           Myra Gans                      Beth Gaffney
           201-569-1188                   914-345-2620
           ___________________            (800) 621-0043 x627
           201-569-3224                   (914) 345-2603 (fax)
           mgans@ultracom.com             bethgaffney@nlps.com


           Representative responsibilities include, but are not limited to:

           o   Respond to inquiries within a 24-hour period

           o   Compile and organize information to be provided to KEEPSMART and
           to CLIENT

           o   Organize and schedule all meetings with internal personnel for
           information gathering purposes

           o   Sign off on all events outlined in the Schedule and any other
           notices or agreements in accordance with the terms of the Agreement

  5.  PRODUCTION SCHEDULE

      Week of April 1, 2000               Meet with CLIENT to begin planning and
                                          initial work on requirements analysis
                                          (Project Lunch).

                                          REMAINDER OF SCHEDULE TO BE DEFINED
                                          DURING THE INITIAL DEVELOPMENT
                                          MEETINGS.

                                          A FINAL SCHEDULE WILL BECOME AN
                                          ATTACHMENT TO THIS CONTRACT (TITLED
                                          SCHEDULE B).

  6.  COST.

      A.   INVESTMENT ANALYSIS.
      Exclusive of fees related to travel and lodging, overnight shipping and
      handling, software licensing, unless otherwise specified.

      PROJECT:  WOMEN'S HEALTH NETWORK WEB SITE

      PROJECT ITEM   REQUIREMENTS STUDY                                 $10,000
                     Develop complete site architecture document. Includes all
                     planning and discovery to ensure project success.

      PROJECT ITEM   GRAPHIC AND USER INTERFACE DESIGN                  $15,000
                     Develop interface for all main and sub pages.

      PROJECT ITEM   FORMS FOR DISPLAYING AND ENTERING DATABASE INFO    $60,000
                     Includes creation of all front-end and back-end templates
                     for displaying information, managing, and maintaining the
                     site. Also includes development of templates to support
                     personalization features.

      PROJECT ITEM   RELATIONAL DATABASE DEVELOPMENT                    $65,000
                     Includes developing database structures and processes to
                     support the following Web components:
                     o     Diseases (~16 fields)
                     o     Wellness (TBD fields)

                                       5
<PAGE>
SCHEDULE A                                                         KEEPSMART.COM


                     o     Products and Services (custom catalog and e-commerce
                           environment)
                     o     News and Information
                     o     Physician Database
                     o     Registered Users

      PROJECT ITEM   SEARCH FUNCTIONALITY FOR DATABASE STRUCTURES       $30,000
                     Includes creation of advanced search capabilities to manage
                     all information contained within the relational databases.

      PROJECT ITEM   COMMUNICATIONS                                      $7,500
                     Includes bulletin board, integrated e-mail functionality,
                     and Chat environment


      SUBTOTAL:                                                        $187,500


            Quality Assurance and Testing (5%)                           $9,375
            Project Management (10%)                                    $18,750

      TOTAL COST FOR DEVELOPMENT                                       $215,625


      B.   SCHEDULE OF PAYMENTS.

      The total inclusive cost for developing the Women's Health Network Web
      Design and Consulting Project, as outlined above is $215,625 to be paid in
      four installments as follows:

      o Milestone One    25% ($53,906) due upon Work Commencement

      o Milestone Two    25% ($53,906) due upon Acceptance of Design Document

      o Milestone Three  25% ($53,906) due upon Acceptance of Alpha

      o Milestone Four   25% ($53,907) due upon Final Acceptance of Deliverables

  7.  STAFFING.

      The following is a list of project personnel selected to design, develop
      and deliver the Women's Health Network Web Design and Consulting Project

      Project Management

      Beth Gaffney - PROJECT MANAGER.  Serves as the principal project lead.
      Manages the day-to-day coordination of the project.

      CORE WEB SERVICES TEAM

      Jovi Juan & Nam Bui - USER INTERFACE DESIGN/LAYOUT. Develops User
      Interface design concepts and works with Project Manager to finalize
      design. Develops layout and overall structure, look and feel of project.
      Designs art elements for project.

      Mark Dunston, Marty Bruvtan, Mike Flores - WEB PROGRAMMING. Develops Web
      programming to enable project to operate. Maintains codebases for design
      platform and ensures compatibility. Works with User Interface designer to
      develop overall design.

                                       6
<PAGE>
SCHEDULE A                                                         KEEPSMART.COM


      Bruno Alves & Gene LaVigne - DATABASE PROGRAMMING. Creates all database
      and additional structural elements that drive information throughout the
      Web site. Maintains codebases for design platform and ensures
      compatibility. Works with User Interface designer to develop overall
      design.

      Additional team members will be leveraged as necessary in order to
      complete the project.

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed, as an instrument under seal, as of the Effective Date by their duly
authorized representatives and agree to be bound thereby.

THE MNI GROUP INC./WOMEN'S HEALTH NETWORK


By:   /s/ ARNOLD M. GANS
      -----------------------------------
      Arnold M. Gans
      President
                           Date
      --------------------


KEEPSMART.COM


By:   /s/ JOSEPH FISH
      ------------------------------------
      Joseph Fish
      Chief Technology Officer (CTO)
                           Date
      --------------------
                                       7