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                                    AGREEMENT
                                   -----------

     THIS AGREEMENT  ("AGREEMENT")  is made and entered into effective as of the
31st day of March,  2003 by and between J.  POLLACK & COMPANY,  INC.,  a Florida
corporation,  D/B/A J. POLLACK & COMPANY, INC.,  (hereinafter referred to as "J.
POLLACK & COMPANY" or the  "COMPANY")  and HEALTH  EXPRESS USA,  INC., a Florida
Corporation, (hereinafter referred to as "HEALTH EXPRESS").


                                   BACKGROUND
                                  ------------

         WHEREAS,  J. Pollack & Company will begin to provide services only upon
the effectiveness (the "Effective Date") of the Company's Form SB-2 Registration
Statement (the "REGISTRATION Statement").

         WHEREAS,  J. Pollack & Company  provides public  relations  services as
well as Internet informational service through its PalmBeachPR.com web site, and
also provides  other Internet  related  services  through which publicly  traded
companies can disseminate information to the public; and

         WHEREAS,  HEALTH EXPRESS wishes to utilize the services provided by the
J. Pollack & Company in the manner described in this Agreement;

         NOW,  THEREFORE,   in  consideration  of  the  agreements   hereinafter
contained,   and  other  good  and  valuable  consideration,   the  receipt  and
sufficiency of which is hereby acknowledged,  and intending to be legally bound,
the parties hereto agree as follows:

         1. J. POLLACK & COMPANY SERVICES. J. Pollack & Company hereby agrees to
use its best efforts at all times and provide the  following  services to HEALTH
EXPRESS for a period of twelve (12) months  commencing on the Effective Date: a)
Assistance in  disseminating  information and creating market  awareness,  about
HEALTH EXPRESS to the financial media, financial  publications,  broker dealers,
investment   advisors  and  other  members  of  the  financial   community;   b)
Distribution of corporate press releases and other informational items about the
company  in  the  J.   Pollack  &  Company  web  site   (www.jpollackco.com   or
www.palmbeachpr.com),  including  within  that  web  sites  corporate  and  news
sections;  and c) Inclusion in the J. Pollack & Company stock news database;  d)
Become the investor relations contact as needed by the Company.

         2. PAYMENT.  Subject to Section 4 hereof,  HEALTH EXPRESS agrees to pay
to J.  Pollack  & Company  one  hundred  two  thousand  (102,000)  shares of the
Company's  common  stock.  These shares  shall be issued upon  execution of this
Agreement and held in escrow by Kirkpatrick & Lockhart LLP, who shall  delivered
the  shares to J.  Pollack & Company  in twelve  monthly  installments  of eight
thousand  five  hundred  (8,500)  shares  per month  beginning  5 days after the
Effective  Date.  Such  shares  shall  be  included  for   registration  in  the
Registration Statement.

                  Subject to Section 4 hereof, J. Pollack & Company will also be
paid one hundred twenty thousand  (120,000)  restricted  shares of the Company's
common stock.  The shares will be paid in equal  installments of thirty thousand
(30,000)  shares on every  third (3rd)  month  after the  Effective  Date of the
Registration  Statement,  and  shall  not  be  registered  in  the  Registration
Statement.

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         3. OBLIGATIONS OF HEALTH EXPRESS. All information to be disseminated in
any way by J. Pollack & Company on HEALTH EXPRESS's behalf or included in the J.
Pollack & Company web site shall be  provided to J.  Pollack & Company by HEALTH
EXPRESS.  HEALTH  EXPRESS  hereby  acknowledges  that it  shall  be  solely  and
exclusively  responsible for the content of all information to be  disseminated,
and that  all  information  provided  to J.  Pollack  &  Company  shall be true,
accurate and complete.  HEALTH EXPRESS further  recognizes and acknowledges that
the  information  to be  disseminated  by J.  Pollack & Company on its behalf is
primarily  intended for  circulation to the investment  community,  and that all
information  provided to J. Pollack & Company for distribution  shall contain no
material  misrepresentation  of fact, or material  omissions of fact,  and shall
comply in all manner with all applicable federal or state securities laws.

         4. DURATION AND TERMINATION. This Agreement shall be effective upon its
execution  by J. Pollack & Company and HEALTH  EXPRESS and shall  continue for a
period of twelve (12) months commencing on the Effective Date.

                  A. J. Pollack & Company  shall have the right,  at its option,
to terminate this Agreement, effective immediately upon the occurrence of any of
the following:

                           i.       The failure of HEALTH EXPRESS to deliver the
                                    required  shares and pay its regular monthly
                                    payments as required by  paragraph 2 of this
                                    Agreement  when  due,  and if  such  arrears
                                    remain due for a period of thirty  (30) days
                                    or more; or

                           ii.      The  failure  of HEALTH  EXPRESS  to provide
                                    true and accurate information as required by
                                    paragraph 3 of this Agreement; or

                           iii.     The  breach by HEALTH  EXPRESS of any of the
                                    terms and  conditions  hereof after  written
                                    notice and thirty (30) days  opportunity  to
                                    cure; or

                           iv.      Six (6) months  after the  execution of this
                                    Agreement,  J.  Pollack & Company may choose
                                    to  terminate  the balance of the term at J.
                                    Pollack  &  Company's  discretion.  A thirty
                                    (30) day  notice  must be  given  to  Health
                                    Express  if J.  Pollack &  Company  plans to
                                    terminate  the  balance  of  the  term.  All
                                    compensation  paid through the first six (6)
                                    months of this  Agreement  shall be retained
                                    by J.  Pollack  &  Company,  but no  further
                                    compensation  will be due and  Kirkpatrick &
                                    Lockhart  LLP shall  return any  undelivered
                                    shares to HEALTH EXPRESS.

         B. HEALTH  EXPRESS  shall have the right,  at its option,  to terminate
this Agreement,  effective  immediately upon the failure of J. Pollack & Company
to provide the services provided for in paragraph 1 of this Agreement,  provided
that  HEALTH  EXPRESS  has given J.  Pollack & Company  notice in writing of the
services it claims are not being  provided,  and affords J.  Pollack & Company a


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period  of  thirty  (30)  days in  which to cure any  alleged  failure.  After a
termination,  Kirkpatrick & Lockhart LLP shall return any undelivered  shares to
HEALTH EXPRESS;

         C. Six (6) months after the execution of this Agreement, Health Express
 may choose to terminate the balance of the term at Health Express'  discretion.
 A thirty  (30) day  notice  must be given to J.  Pollack  &  Company  if Health
 Express  plans to  terminate  the balance of the term.  All  compensation  paid
 through  the first six (6) months of this  Agreement  shall be  retained  by J.
 Pollack & Company,  but no further  compensation  will be due and Kirkpatrick &
 Lockhart LLP shall return any undelivered shares to HEALTH EXPRESS.

          D. If the  Registration  Statement  is not  declared  effective by the
  Securities  and  Exchange   Commission,   or  HEALTH  EXPRESS   withdraws  the
  Registration  Statement,  this  Agreement  shall  automatically  be terminated
  without any further action.



         5. CONSEQUENCES OF TERMINATION.  Should this Agreement be terminated by
either J. Pollack & Company or HEALTH EXPRESS pursuant to the terms of paragraph
4, J.  Pollack & Company  shall be  entitled to retain the full amount of shares
provided for in paragraph 2 of this  Agreement and all monthly fees then due and
owing through the date of termination.  Except as to the retention of the shares
of HEALTH  EXPRESS  common stock and all accrued  monthly fees,  this  Agreement
shall be of no  further  force and  effect,  without  any  liability  or further
obligations on the part of any of the parties  hereto and no additional  monthly
payments  shall  be  due  from  HEALTH  EXPRESS  to J.  Pollack  &  Company  and
Kirkpatrick  &  Lockhart  LLP  shall  return  any  undelivered  shares to HEALTH
EXPRESS.

         6.  REPRESENTATIONS  AND WARRANTIES OF HEALTH  EXPRESS.  HEALTH EXPRESS
hereby represents and warrants that:

                  A. It is a corporation duly organized, validly existing and in
good standing  under the laws of the State of Florida and has the full corporate
power and authority and legal right to enter into this  Agreement,  to issue the
stock  provided  for  under  this  Agreement  and to  perform  the  transactions
contemplated hereby.

                  B.  This  Agreement  has been duly  authorized  by it and duly
executed and  delivered by it and  constitutes,  and each document or instrument
executed  by it pursuant to the terms  hereof  constitutes,  a valid and binding
obligation of it enforceable in accordance with its terms.

         7. REPRESENTATIONS AND WARRANTIES OF J. POLLACK & COMPANY. J. Pollack &
Company hereby represents and warrants that:

                  A. It is a corporation duly organized, validly existing and in
good standing  under the laws of the State of Florida and has the full corporate
power and authority and legal right to enter into this  Agreement,  to issue the
stock  provided  for  under  this  Agreement  and to  perform  the  transactions
contemplated hereby.


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                  B.  This  Agreement  has been duly  authorized  by it and duly
executed and  delivered by it and  constitutes,  and each document or instrument
executed  by it pursuant to the terms  hereof  constitutes,  a valid and binding
obligation of it enforceable in accordance with its terms.

         8. INDEMNITY.

                  A. HEALTH EXPRESS shall defend, indemnify and hold harmless J.
Pollack & Company  and any and all of its past,  present  and  future  officers,
employees, stockholders, parent corporations, subsidiaries, directors and agents
from and  against  any and all loss,  liability,  charge,  claim,  cost,  demand
damage, expense and obligation, including counsel and attorney's fees, which may
arise by  reason  of, or as a  consequence  of the  breach of any of the  terms,
covenants,   conditions,   representations  or  warranties   contained  in  this
Agreement, including the failure by HEALTH EXPRESS to provide full, complete and
accurate information as required by paragraph 3 of this Agreement.

                  B. J. Pollack & Company, Inc. shall defend, indemnify and hold
harmless HEALTH EXPRESS and any and all of its past, present and future offices,
employees, stockholders, parent corporations, subsidiaries, directors and agents
from and against any and all loss, liability, charge, claim cost, demand damage,
expense and obligation,  including reasonable counsel and attorney's fees, which
may arise by reason of, or as a  consequence  of the breach of any of the terms,
covenants,   conditions,   representations  or  warranties   contained  in  this
Agreement.

         9.  RELATIONSHIP  OF THE PARTIES.  It is  understood  and agreed by the
parties  hereto that this  Agreement  does not create a  fiduciary  relationship
between  them and that J.  Pollack & Company's  relationship  to HEALTH  EXPRESS
shall be as an independent contractor.  Nothing in this Agreement is intended to
make either party a general or special agent, legal representative,  subsidiary,
joint venturer,  partner, employee or servant of the other for any purpose or to
confer upon either  party the right of a third party  beneficiary.  J. Pollack &
Company shall conspicuously identify itself on its web site, and in all dealings
with  employees,   customers,   clients,  public  officials  and  others  as  an
independent  contractor acting as a distributor of information provided to it by
HEALTH   EXPRESS,   and  shall  state  that  J.  Pollack  &  Company   makes  no
representation   or  warranty  as  to  the  accuracy  or   completeness  of  the
information.

         10. GOVERNING LAW AND EXCLUSIVE  JURISDICTION.  This Agreement shall be
governed by, and construed in  accordance  with the laws of the State of Florida
applicable to agreements  made and to be performed  entirely  within that State,
excluding  the choice of law rules  thereof.  The parties  agree that the United
States District Court for the Middle  District of Florida,  or any Florida State
court of competent  jurisdiction,  shall have sole and exclusive jurisdiction to
adjudicate  any  dispute  that  may  arise  out of or in  connection  with  this
Agreement,  and the parties hereto agree to submit to the exclusive jurisdiction
of said courts and to comply with all requirements necessary to give said courts
jurisdiction.

         11. NOTICES.

                  A. All  notices,  requests,  demands and other  communications
under this  Agreement or in connection  therewith  shall be given and to be made
upon the respective parties hereto at the following addresses:

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                  To:               J. Pollack & Company
                                    Attention:  Mr. Jason S. Pollack
                                    200 Knuth Road Ste. 220
                                    Boynton Beach, FL  33436

                  To:               Health Express USA, Inc.
                                    Attention: Mr. Douglas Baker
                                    1761 W. Hillsboro Blvd., Suite 203
                                    Deerfield Beach, FL 33442


                  B. All  notices,  requests,  demands and other  communications
given or made in accordance  with the provisions of this  Agreement  shall be in
writing,  shall be forwarded by registered  or certified  mail,  return  receipt
requested,  and,  unless  otherwise  expressly  provided herein to the contrary,
shall be deemed to have been given when deposited postage prepaid,  addressed as
specified in the preceding paragraph.

         12.      CONSTRUCTION.

                  A.  This  Agreement  shall be  binding  upon and  inure to the
benefit of the parties  hereto,  their  legal  representatives,  successors  and
permitted assigns.

                  B. For  purposes  of this  Agreement,  words of the  masculine
gender shall,  where  applicable,  mean and include the correlative words of the
feminine or neuter genders,  and words importing the plural number shall,  where
applicable, mean and include the singular number and vice versa.

         13. NO WAIVER. The failure by either of the parties hereto to object to
or take  affirmative  action  with  respect  to any  conduct of any of the other
parties hereto which  constitutes a breach or other  violation of this Agreement
shall not constitute,  nor be construed as, a waiver  thereof,  or of any future
breach, violation or subsequent wrongful conduct.

         14. CAPTIONS. All paragraph headings used herein are for convenience of
reference purposes only and shall be given no significance in the interpretation
of the provisions, terms and conditions hereof.

         15.  MULTIPLE  COUNTERPARTS.  This  Agreement may be executed in two or
more  counterparts,  each of which shall be deemed to be an original hereof, but
all of which shall constitute one and the same instrument.

         16.  FURTHER  ASSURANCES.  The parties  shall each  perform  such acts,
execute and deliver such instruments and documents, and do all such other things
as may be reasonably  necessary to accomplish the  transactions  contemplated in
this Agreement.

         17. ENTIRE AGREEMENT AND  MODIFICATIONS.  This Agreement sets forth the
entire  understanding  and supersedes all prior and  contemporaneous  agreements
between the parties  relating to the subject matter of this Agreement and merges


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all prior and contemporaneous  discussions between them, and neither party shall
be bound by any definition,  condition,  representation,  warranty,  covenant or
provision  other than as expressly  stated in or contemplated by this Agreement.
No amendment or  modification  of this Agreement  shall be valid or binding upon
the parties  unless made in writing,  signed on behalf of each of the parties by
their respective proper officers thereunto duly authorized.

         IN WITNESS WHEREOF,  the respective duly authorized  representatives of
the parties have caused this Agreement to be executed as of the date first above
written.

                                  J. POLLACK & COMPANY, INC.



                                  By:________________________________________
                                       Jason S. Pollack, President

                                  HEALTH EXPRESS USA, INC.



                                  By:________________________________________
                                       Douglas Baker, Chief Executive Officer




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