Exhibit 10.12

                       LICENSE AND CO-MARKETING AGREEMENT

      THIS LICENSE AND CO-MARKETING AGREEMENT (the "Agreement") is made as of
November 11, 2004, by and among Sales Lead Management, Inc., a New York
corporation having offices located at 145 Pinelawn Road, Suite LL-100, Melville,
New York 11747 ("Sales Lead"), SLM HOLDINGS, INC., a Delaware corporation having
offices located at 145 Pinelawn Road, Suite LL-100, Melville, New York 11747
("SLM Holdings," and together with Sales Lead referred to hereinafter as "SLM")
and GUNN ALLEN FINANCIAL CORP., a Florida corporation having offices located at
1715 Westshore Boulevard, Suite 700, Tampa, Florida 33607 ("GAF").

                                   WITNESSETH:

      WHEREAS, SLM is the owner of certain products and technology known as The
Broker's e-Vantage(TM) Sales Lead Management System, which is designed to assist
securities brokers/dealers in managing their sales prospects via the Internet
and to assist them in increasing the proportion of their sales leads that are
converted to actual sales (the "System"); and

      WHEREAS, GAF is a broker/dealer with a large network of branches and
Offices of Supervisory Jurisdiction (the "GAP Network"); and

      WHEREAS, GAF desires to acquire from SLM, and SLM desires to grant to GAF,
a non-exclusive and non-transferable license to access and utilize the System in
its main office, upon the terms and conditions set forth in this Agreement; and

      WHEREAS, upon the terms and conditions set forth herein, GAF desires to
promote, market and endorse the System to all of its registered representatives
in the GAF Network; and

      WHEREAS, SLM and GAF will co-market all of the SLM Lead Products to the
Users (as defined below).

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

      1.    LICENSE.

            (a)   Subject to the terms and conditions set forth in this
Agreement and so long as GAF is not in breach of any of the terms contained in
this Agreement, SLM hereby grants to GAF, and GAF agrees to accept, a
non-exclusive, non-transferable, revocable license (the "License"):

                  (i)   To use and access the System by GAF registered
representatives in the GAF office located in Tampa, Florida, solely for the use
and operation of GAF's business;

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                  (ii)  To promote, market and endorse the System to its
registered representatives in the GAF Network: and

                  (iii) To co-market all of SLM's Lead Product offerings to
Users (as defined in Section 2(c)).

            The License shall commence on the date hereof (the "Effective Date")
and shall terminate in accordance with the provisions of this Agreement.

      2.    INSTALLATION AND TRAINING.

            (a)   Upon the execution of this Agreement, SLM shall make
arrangements with GAF for SLM personnel (the "Implementation Team") to travel to
GAF's corporate office in Tampa, Florida in order to perform any desktop
installations and adjustments necessary for GAF to access and use the System. At
this time, the Implementation Team shall also provide (i) GAF administrative and
key compliance staff members with a presentation highlighting the benefits and
features of the System and (ii) tutorials for each new User of the System.

            (b)   GAF acknowledges that the access and use of the System depends
on GAF's provision of the appropriate hardware and software as set forth herein,
or such other hardware or software as SLM may require from time to time
(collectively, the "Operating Environment"). GAF shall be responsible for (i)
all fees imposed by a telephone or Internet service provider in connection with
its use of the System and (ii) the cost of procuring and maintaining the
Operating Environment. GAF agrees that GAF will utilize a reputable antivirus
software program on GAF's equipment and that GAF will update such antivirus
software periodically in accordance with a commercially reasonable schedule.

            (c)   In connection with the initial set-up and training, GAF hereby
agrees to pay an initial fee of Two Hundred ($200.00) per User (the "Set-up
Fee") which shall entitle each User to the services set forth on Exhibit A
annexed hereto. For the purposes of this Agreement, the term "User" shall be
defined as a registered representative of GAF or of the GAF Network with whom
SLM contracts for the use of the System and the provision of certain services by
SLM.

      3.    PROMOTION AND USE OF THE SYSTEM.

            (a)   During the Term (as defined in Section 8(a)), GAF agrees to
use its best efforts to promote, market and endorse the System throughout the
GAF Network.

            (b)   In addition to GAF's payment of the Set-up Fee, each GAF
registered representative who desires to access and use the System shall pay the
Monthly System Fee (as defined in Section 3(d)). Contemporaneously with the
execution and delivery of this Agreement, GAF shall execute and deliver to SLM a
master user agreement on behalf of GAF and all of the Users, a copy of which is
annexed hereto as Exhibit B (the "Master User Agreement").

            (c)   In consideration for the access and use of the System, GAF
hereby agrees

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to pay to SLM, for each User, an amount equal to Fifty ($50.00) Dollars per
month (the "GAF Fee"). The GAF Fee shall be due and payable to SLM within
fifteen (15) days of the invoice date. Late payments will incur a charge of 1.5%
per month, but in any event shall not exceed the maximum amount allowed by law.

            (d)   GAF hereby agrees to charge each User One Hundred and Fifty ($
150.00) Dollars per month (the "Monthly System Fee"), of which Fifty ($50.00)
Dollars shall be offered to the owners/operators of the branches and Offices of
Supervisory Jurisdiction throughout the GAF Network as an inducement to generate
Users.

      4.    SLM DIALER UPGRADE. Certain other functions of the System and
related products and services are and will be made available by SLM to GAF and
the Users, including an SLM-Dialer VOIP Auto Dial Feature/Softone and
Telebock(TM) license (the "SLM Dialer Upgrade"). The parties hereto anticipate
that the SLM Dialer Upgrade shall be available on or about January 1, 2005. At
the time the SLM Dialer Upgrade becomes available for use by SLM's customers,
SLM and GAF shall promote and market the SLM Dialer Upgrade to all Users and,
for each User that subscribes to the upgrade, GAF agrees to pay an initial
Softphone licensing fee of One Hundred ($100.00) per User plus any monthly fees
in connection with local, long distance and international phone service provided
by SLM or its third party provider.

      5.    CO-MARKETING OF LEADS.

            (a)   During the Term (as defined in Section 8(a)), GAF agrees to
use its best efforts to promote, market and sell all of the SLM lead product
offerings (each a "Lead" and collectively, the "Leads") throughout the GAF
Network.

            (b)   For all Leads sold to any User or as a direct result of an
introduction by GAF, SLM shall pay to GAF a commission equal to $.01 per Lead
(the "Lead Commission"). The Lead Commission shall be paid to GAF on a monthly
basis within fifteen (15) days following the completion of the calendar month in
which the Lead Commission was earned. The amount of Lead Commission which has
accrued may be viewed at any time by GAF via an electronic interface maintained
by SLM.

            (c)   In consideration for GAF's co-marketing efforts hereunder, SLM
Holdings hereby agrees to grant to GAF an option to purchase up to 25,000,000
shares of SLM Holdings' common stock, at an exercise price of Twenty ($0.20)
Cents per share (the "Option"), such Option to be in substantially the form
annexed hereto as Exhibit C. The Option shall be delivered contemporaneously
with the execution of this Agreement, but may be cancelled or modified by SLM
Holdings, in its sole discretion, at any time, prior to December 31, 2005 in
accordance with its terms. In addition, in consideration of the Option and all
other rights set forth in this Agreement, GAF hereby agrees that, upon the
exercise of the Option, GAF shall execute and deliver to SLM Holdings an
irrevocable proxy with respect to the voting rights of the common stock
underlying the Option.

            (d)   The parties hereto acknowledge that SLM may develop certain
service packages with respect to the System (i.e., silver, gold and platinum)
and, at such time, the parties

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hereby agree that they shall negotiate, in good faith, a fee sharing arrangement
for their promotion and sale similar to that which is set forth herein.

      6.    PROPRIETARY RIGHTS.

            (a)   Except for the limited license to use the System set forth
herein, SLM (and/or any third party providers of any components of, or
integration for, the System, as applicable) shall own all worldwide right, title
and interest in and to any applications made available hereunder, the System,
and to any modifications, updates, upgrades, copies, derivative works,
augmentations or customizations of the applications or the System, whether
created by the GAF or at GAF's suggestion or request, or otherwise, including
all worldwide intellectual property rights to the same, including, without
limitation, all United States and worldwide patents, patent applications,
copyrights, trademarks, service marks, trade secrets, rights of publicity and
other proprietary rights (collectively, the "SLM Proprietary Rights"). The
parties agree that in no way shall the provisions of this Agreement transfer or
constitute an agreement to transfer the System or the developments, updates and
improvements thereto. GAF hereby assigns to SLM any and all right, title and
interest that may be conferred upon GAF in any SLM Proprietary Rights. GAF will
execute such documents as may be deemed reasonably necessary to effect such
assignment. All rights not expressly granted to GAF herein are reserved to SLM
(and/or any third party providers of any components of, or integration for, the
System, as applicable).

            (b)   GAF shall not, and shall not permit its employees, Users or
any other person to: (i) copy or duplicate the System or any part thereof; (ii)
create a source program and/or object program or code associated with any
software component of the System; or (iii) modify, translate, reverse engineer,
decompile, disassemble, create derivative works based on, the System.

      7.    REPRESENTATIONS, WARRANTIES AND COVENANTS.

            (a)   REPRESENTATIONS, WARRANTIES AND COVENANTS OF SLM. SLM hereby
represents, warrants and covenants the following:

                  (i)   SLM is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, with full right,
power and authority to enter into and perform its obligations under this
Agreement.

                  (ii)  The execution, delivery and performance of this
Agreement does not conflict with, violate or breach with any agreement to which
SLM is a party and constitutes the legal, valid and binding obligation of SLM
enforceable against SLM in accordance with its terms.

            (b)   REPRESENTATIONS, WARRANTIES AND COVENANTS OF GAF. GAF hereby
represents, warrants and covenants the following:

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                  (i)   GAF is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida, with full right,
power and authority to enter into and perform this Agreement.

                  (ii)  The execution, delivery and performance of this
Agreement does not conflict with, violate or breach any agreement to which GAF
is a party and constitutes the legal, valid and binding obligation of GAF
enforceable against GAF in accordance with its terms.

                  (iii) GAF will not use the System for any purpose which is
improper or which violates this Agreement or any federal, state, provincial or
local law, rule or regulation.

                  (iv)  Any advertising, marketing, promotional material or
other material (whether in print, electronically or otherwise) used to promote
the System or the Leads that is published or distributed by GAF and/or contains
any SLM trademarks (the "Materials") must be approved in advance by SLM in
writing. GAF shall cause all Materials to be delivered or made available to SLM
for review, comment, and approval or disapproval. GAF shall not publish or
distribute any Materials without the prior written approval of SLM, which
approval shall not be unreasonably withheld. If, within ten (10) business days
of receipt by SLM of such Materials for approval, SLM has not notified GAF of
disapproval, such Materials shall be deemed approved. GAF may not amend, modify,
or alter Materials as they appear in the version delivered for pre-approval
after they have been approved by SLM, except with the explicit written approval
of SLM.

      8.    TERM AND TERMINATION.

            (a)   This Agreement shall commence as of the date first written
above and continue for a period of two (2) years (the "Term"), unless terminated
sooner in accordance with this Agreement. This Agreement will automatically
renew at the end of the Term for additional one (1) year periods (each an
additional Term unless one of the parties notifies the other, in writing, sixty
(60) days prior to the end of the Term or any additional Term of its intention
not to renew).

            (b)   Notwithstanding the foregoing, either party may terminate this
Agreement upon a material breach of the terms of this Agreement by the other
party, which breach remains uncured following thirty (30) days written notice of
such breach to the other party.

            (c)   The  termination  of this Agreement will not relieve either
party of any  obligation  it may have to the other party hereto  incurred  under
this Agreement prior to the effective date of termination.

            (d)   Within three (3) days following the termination of this
Agreement, by either party, GAF shall (i) return any materials containing SLM
Proprietary Rights and any copies or derivatives thereof to SLM; (ii)
permanently disable any means GAF may have of accessing the System to SLM; and
(iii) certify the completion of such steps in writing to SLM.

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      9.    CONFIDENTIALITY.

            (a)   GAF shall permit access to the System only by its Users and
its employees who have a need to know in connection with the License rights
granted pursuant to this Agreement. GAF shall not sell, transfer, publish,
disclose, display or otherwise make available any portion of the System to
others or permit others to access the System, without the prior written consent
of SLM. GAF agrees to secure and protect the System in a manner consistent with
the maintenance of SLM's rights therein, and in accordance with the terms of
this Agreement, and to take appropriate action by instruction or agreement with
the Users and its employees who are permitted access to the System to satisfy
its obligations hereunder. GAF shall cooperate with and assist SLM in
identifying and preventing any unauthorized use, copying or disclosure of the
System. Without limitation of the foregoing, GAF shall advise SLM immediately in
the event GAF learns or has reason to believe that any person has violated or
intends to violate the confidentiality of the System or the proprietary rights
of SLM, and GAF will, at GAF's expense, cooperate with SLM in seeking injunctive
or other equitable relief in the name of, at SLM's sole discretion, either GAF
or SLM, against any such person. GAF agrees to maintain the confidentiality of
the System using not less than the same degree of care as GAF uses to maintain
the confidentiality of GAF's own most confidential information, but in no event,
less than reasonable care. GAF acknowledges that the disclosure of any aspect of
the System, or any other confidential information referred to herein, or any
information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury to SLM inadequately
compensable in damages at law, and SLM shall be entitled to obtain immediate
injunctive relief against the breach or threatened breach of any of the
foregoing confidentiality undertakings (without the posting of any bond), in
addition to any other legal remedies which may be available and GAF hereby
consents to the obtaining of such injunctive relief.

            (b)   SLM agrees to maintain the confidentiality of GAF's
confidential information using not less than the same degree of care as SLM uses
to maintain the confidentiality of SLM's own most confidential information, but
in no event, less than reasonable care. SLM acknowledges that the disclosure of
any of GAF's confidential information referred to herein, or any information
which at law or equity ought to remain confidential, will immediately give rise
to continuing irreparable injury to GAF inadequately compensable in damages at
law, and GAF shall be entitled to obtain immediate injunctive relief against the
breach or threatened breach of any of the foregoing confidentiality undertakings
(without the posting of any bond), in addition to any other legal remedies which
may be available and SLM hereby consents to the obtaining of such injunctive
relief.

      10.   INDEMNIFICATION.

            (a)   SLM shall, at all times, during and after the Term of this
Agreement, be responsible for, and shall defend, indemnify and hold GAF, its
officers, directors, affiliates and shareholders harmless from and against any
and all losses, claims, suits, proceedings, expenses, recoveries and damages,
including reasonable attorneys' fees, arising out of the performance of this
Agreement, to the extent such liability results from the negligence or willful
misconduct of SLM, or any breach of any representation or warranty given herein
by SLM; provided that (i)

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GAF shall give SLM prompt notice of any such claim or lawsuit, and (ii) GAF
shall have the right to compromise, settle, or defend such claim or lawsuit at
GAF's sole cost and expense.

            (b)   GAF shall, at all times, during and after the Term of this
Agreement, be responsible for, and shall defend, indemnify and hold SLM, its
officers, directors, affiliates and shareholders harmless from and against any
and all losses, claims, suits, proceedings, expenses, recoveries and damages,
including reasonable attorneys' fees, arising out of the performance of this
Agreement, to the extent such liability results from the negligence or willful
misconduct of GAF, or any breach of any representation or warranty given herein
by GAF; provided that (i) SLM shall give GAF prompt notice of any such claim or
lawsuit, and (ii) SLM shall have the right to compromise, settle, or defend such
claim or lawsuit at SLM' sole cost and expense.

      11.   WARRANTY.

            (a)   SLM warrants that the System will be free of material defects
and will operate substantially in accordance with the specifications contained
in the Master User Agreement. GAF shall promptly notify SLM of any defects or
errors in the System. If the System is found to be defective, SLM's sole
obligation under this warranty is to remedy such defect free of charge within a
reasonable time following such notification by GAF.

            (b)   THE ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE
BY SLM HEREUNDER. SLM EXPRESSLY DISCLAIMS, AND GAF HEREBY EXPRESSLY WAIVES, ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
TITLE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR
WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE SOFTWARE OR
INFORMATION DERIVED THEREFROM.

            (c)   The Parties understand that GAF may use its own or certain
third-party software or equipment in conjunction with the Software. SLM MAKES NO
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE QUALITY,
CAPABILITIES, OPERATIONS, PERFORMANCE OR SUITABILITY OF THIRD-PARTY SOFTWARE OR
EQUIPMENT, INCLUDING THE ABILITY TO INTEGRATE SAME WITH THE SYSTEM. THE QUALITY,
CAPABILITIES, OPERATIONS, PERFORMANCE AND SUITABILITY OF ITS OWN OR THIRD-PARTY
SOFTWARE OR EQUIPMENT LIE SOLELY WITH GAF AND THE VENDOR OR SUPPLIER OF SUCH
THIRD-PARTY SOFTWARE OR EQUIPMENT, AS THE CASE MAY BE.

      12.   LIMITATION OF LIABILITY.

            (a)   SLM SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS
UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR
CLAIMS IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT,

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BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION,
AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES, EXCLUSIONS
AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NON-CONFORMITY
BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND/OR OTHER
APPLICABLE LAWS. THE LICENSE HEREIN REFLECTS, AND IS SET IN RELIANCE UPON, THIS
ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AND LIMITATIONS OF
LIABILITY SET FORTH IN THIS AGREEMENT.

            (b)   EXCEPT FOR THE INDEMNITY OBLIGATIONS SET FORTH IN THIS
AGREEMENT, IN NO EVENT SHALL SLM'S LIABILITY FOR ANY DAMAGES IN ANY ACTION,
HOWEVER BASED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE
FEES AND CHARGES DUE TO SLM IN THE PRECEEDING TWELVE (12) MONTHS UNDER THIS
AGREEMENT. IN THE EVENT SUCH ACTION ARISES AT ANY TIME BEFORE THE COMPLETION OF
THE INITIAL TWELVE (12) MONTHS OF THE TERM OF THIS AGREEMENT, THE FEES AND
CHARGES DUE TO SLM AT SUCH TIME SHALL BE ANNUALIZED FOR PURPOSES OF CALCULATING
THE MAXIMUM LIABILITY OWED FOR ANY DAMAGES HEREUNDER. IN NO EVENT SHALL EITHER
PARTY'S AGGREGATE LIABILITY FOR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT
EXCEED $1,000,000.

      13.   GENERAL PROVISIONS.

            (a)   TAXES. GAF shall pay any and all applicable federal, state and
local sales, use, value added, excise, duty and any other taxes of any nature
(except any taxes based upon SLM's net income) assessed on the System and
services provided by SLM to GAF and the Users.

            (b)   RELATIONSHIP. SLM and GAF agree that their relationship is
that of principal and independent contractor. Neither party shall have any right
or authority to assume or claim any obligation of any kind, express or implied,
by or on behalf of the other party, or to bind the other party in any way
whatsoever. SLM and its personnel, agents, suppliers and affiliates, in
performing this Agreement, are acting as independent contractors and not as
employees or agents of GAF. Under no circumstance shall either party have the
right or authority to enter into any contracts or assume any obligations for the
other or to give any warranty to or make any representation on behalf of the
other. No verbal statement of a SLM employee shall affect the rights,
obligations or warranties of the parties hereunder.

            (c)   ENTIRE AGREEMENT. This Agreement, including all schedules and
addendum, constitutes the complete and exclusive agreement between the parties
with respect to the subject matter of this Agreement, and supercedes any
previous or contemporaneous negotiations, proposals, understandings, and all
oral and written agreements between the parties relating to the subject matter
of this Agreement. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, invalid or unenforceable, such
provision shall be changed and interpreted so as to best accomplish the
objectives of the original provision

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to the fullest extent allowed by law and, in any event, the remaining provisions
of this Agreement shall remain in full force and effect.

            (d)   GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
conflicts of law principles.

            (e)   ASSIGNMENT OF AGREEMENT. This Agreement, or any part thereof,
may not be assigned by either party without the prior written consent of the
non-assigning party, such consent not to be unreasonably withheld or delayed.

            (f)   WAIVER. No failure by either party to insist upon strict
performance of any provisions of this Agreement shall be construed to modify or
waive such provision. No delay or omission by either party to exercise any right
under this Agreement shall impair any such right or shall be construed to be a
waiver of any default or any acquiescence therein.

            (g)   REMEDIES. All rights of either party under this Agreement
shall be cumulative and in addition to all rights afforded to each party at law
or in equity. The election by either party to exercise any right hereunder
shall, in no event, preclude or waiver the right of that party to exercise at
any time any or all other rights it may have.

            (h)   NOTICES. Any notice required or permitted to be given
hereunder shall be deemed effective upon the delivery by overnight courier,
certified mail, return receipt requested or via facsimile of such notice
addressed to the party to which notice is being given, at the address or fax
number specified below, or to other addresses as may be designated.

            If to SLM, to:            SLM Holdings, Inc.
                                      145 Pinelawn Road
                                      Suite LL-100
                                      Melville, New York 11747
                                      Fax: (631)393-0159
                                      Attention: Peter Cohen, President

            With a Copy to:           Ruskin Moscou Faltischek, P.C.
                                      190 EAB Plaza
                                      East Tower, 15th Floor
                                      Uniondale, New York 11556
                                      Fax:(516)663-6719
                                      Attention: Adam P. Silvers, Esq.

            If to GAF, to:            Gunn Allen Financial Corp.
                                      1715 Westshore Boulevard
                                      Suite 700
                                      Tampa, Florida 33607
                                      Fax: 813-569-2337
                                      Attention: Richard Nummi

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                  (i)   HEADINGS. The headings of this Agreement are for
convenience and reference only and in no way define, limit or describe the
scope or intent of this Agreement nor affect it in any way.

                  (j)   COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.

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      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                              SLM HOLDINGS, INC.

                                              By:    (ILLEGIBLE)
                                                  ------------------------------
                                              Name:  (ILLEGIBLE)
                                              Title: President

                                              SALES LEAD MANAGEMENT, INC.

                                              By:    (ILLEGIBLE)
                                                  ------------------------------
                                              Name:  (ILLEGIBLE)
                                              Title: President

                                              GUNN ALLEN FINANCIAL CORP.

                                              By: /s/ Richard Nummi
                                                  ------------------------------
                                              Name: Richard Nummi
                                              Title: CCO, EVP, CC

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                                    EXHIBIT A

                    CUSTOM REGISTERED REPRESENTATIVE SET-UP

Login Registration and password assignment
Two digital photographs captured and uploaded
Custom digital resume' preparation and upload
On-site introductory tutorial and workshop
Unlimited customer service
100mb storage (approximately 50,000 leads)
Complete security through Verisign 128bit encrypted SSL
100% Redundancy via failover co-location at Globix Inc.

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                                    EXHIBIT B

                           SLM MASTER USER AGREEMENT

                                       13

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                                    EXHIBIT C

                             STOCK OPTION AGREEMENT

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