[LOGO]

     http://www.bankrate.com o http://cpnet.com o http://www.thewhiz.com o
     ----------------------- ---------------- ----------------------------
                            http://www.consejero.com
                           ------------------------

                        LISTING AND ADVERTISING AGREEMENT

     This Listing and Advertising  Agreement (this "Agreement") was entered into
this 4th day of August,  1999 by EVRI / CarFinance.com  and between  Intelligent
Life Corp., a Florida corporation ("ILIFE") with its principal place of business
at 11811 U.S. Highway One, Suite 101, North Palm Beach, Florida, and the persons
or entities  described on Schedule A hereto  (collectively,  "Advertiser").  All
Schedules and Exhibits shall be incorporated  herein by this reference and shall
be made a part hereof.

         The parties agree as follows:

1.   Term.  The term of this  Agreement  (the  "Term")  shall  begin and  become
     effective  as of the date above and remain in force for 12 calendar  months
     from that date or until  terminated  by either  party as  provided  by this
     Agreement.  If  renewal  terms are  permitted,  a Term  shall  refer to the
     initial Term as well as any renewal Terms.

2.   Standards.  The  advertising  policies  as set forth in  Exhibit A shall be
     agreed and adhered to.


3.   Advertising  Fee. The  Advertising  Fee shall be as set forth on Schedule A
     (as  mutually  amended from time to time in the form of a Schedule B) ILIFE
     reserves the right to hold Advertiser and any authorized  advertising agent
     included on Schedule A (as  mutually  amended from time to time in the form
     of a Schedule B) jointly and severally  liable for any and all amounts owed
     under this Agreement.  Advertiser  acknowledges that any discounts from the
     Advertising  Fee as set forth on  aforementioned  schedules were granted in
     exchange  for  Advertiser's  agreement  to  include  Advertisements  and/or
     Hyperlinks (as such terms are defined herein) in ILIFE's media on a regular
     basis as set forth in this Agreement.  In the event that the Advertisements
     and/or Hyperlinks are not published according to the frequency agreed to by
     the parties, ILIFE reserves the right to back charge Advertiser for any and
     all such previously discounted amounts Advertising Policy. Unless otherwise
     stated  both  parties  agree to adhere to the terms of ILIFE's  advertising
     policy as stated on Exhibit A.

     3.1. Payment Terms.

     3.1.1. Payment in Advance. Unless credit approval has been given by ILIFE's
          Credit Manager or his or her designee,  all  Advertising  Fees are due
          and  payable  prior  to the  first  date  that  any  Advertisement  or
          Hyperlink is published by ILIFE in any of its print or on-line  media.
          ILIFE reserves the right not to publish any  Advertisement  or include
          any Hyperlink if ILIFE has not received  Advertiser's  payment in full
          by such date.

     3.1.2. Credit  Terms.  If ILIFE has  approved  the  extension  of credit to
          Advertiser, invoices are due and payable immediately upon Advertiser's
          receipt  of  such  invoices.  Advertiser  shall  remit  to  ILIFE  all
          Advertising Fees as reflected on the invoice no later than twenty (20)
          days  after the  closing  date  stated on the  invoice  (the  "Closing
          Date").  ILIFE shall charge  Advertiser an additional late fee of 1.5%
          per month for any amounts that are unpaid as of the Closing Date,  per
          invoice. If any payment is not made in a timely manner,  ILIFE may, at
          its option,  terminate this Agreement immediately and proceed with any
          collection action it deems necessary or desirable.

4.   Advertisements and Hyperlink Listings.


     4.1. Description  of  Hyperlinks.  Schedule A contains a description of (i)
          the   advertisements   (the   "Advertisements")    and/or   hyperlinks
          ("Hyperlinks")  that ILIFE shall cause to be published or implemented,
          (ii) with respect to Advertisements, the frequency of publication, and
          (iii)  the  media  and  location  within  such  media  in  which  such
          Advertisements  and  Hyperlinks  shall  appear.  For  purposes of this
          Agreement,  a Hyperlink  used in connection  with a rate table listing
          shall be referred to as a "Hyperlink Rate Listing."

     4.2. Hyperlink Destinations.  Prior to activating any Hyperlink, Advertiser
          shall provide ILIFE with a true and correct Uniform  Resource  Locator
          (URL) for the destination of any Hyperlinks and all such  destinations
          shall be  subject  to  ILIFE's  review  and  approval.  Once ILIFE has
          approved the  destination web page for a Hyperlink,  Advertiser  shall
          not  materially  modify  the  content  of such web page or change  the
          ultimate  destination of such Hyperlink  without ILIFE's prior written
          approval.

5.   Placement   of   Internet   Advertisements   and   Hyperlinks.   Advertiser
     acknowledges and agrees that any Advertisement or Hyperlink to be placed on
     the  Internet  may be placed  on any  Internet  web page  which is owned or
     operated  by ILIFE,  including  but not  limited to  ILIFE's  main web site
     and/or any of ILIFE's mirror, co-branded or derivative sites.

6.   Use of ILIFE Name or Intellectual  Property.  ILIFE values highly its name,
     trademarks,  service  marks,  logos,  designations  and other  intellectual
     property  (collectively,  the "ILIFE Brand Marks"), as well as its goodwill
     as a leading provider of financial information in the U.S. Thus, nothing in
     this  Agreement  shall be construed as giving  Advertiser  permission  or a
     license of any kind to  reproduce  or use  ILIFE's  name or any ILIFE Brand
     Mark in any form or manner whatsoever,  and Advertiser shall be prohibited,
     without  the  prior  written   consent  of  ILIFE,   from  so  reproducing,
     referencing or using ILIFE's name or any ILIFE Brand Mark.

7.   General  Provisions.  This Agreement and all  transactions  contemplated by
     this  Agreement  shall be  governed  by,  and  construed  and  enforced  in
     accordance  with,  the laws of the State of  Florida.  Any civil  action or
     legal  proceeding  arising out of or relating  to this  Agreement  shall be
     brought  in the  courts of record of the  State of  Florida  in Palm  Beach
     County or the United States District Court,  Southern  District of Florida,
     West Palm Beach Division.  Each party consents to the  jurisdiction of such
     court in any such civil action or legal proceeding and waives any objection
     to the laying of venue of any such civil action or legal proceeding in such
     court.  If any provision of this Agreement or any other  agreement  entered
     into pursuant hereto is contrary to,  prohibited by or deemed invalid under
     applicable law or  regulation,  such provision  shall be  inapplicable  and
     deemed  omitted to the extent so contrary,  prohibited or invalid,  but the
     remainder  hereof shall not be invalidated  thereby and shall be given full
     force and effect so far as possible.

     The provisions of this Agreement may not be amended,  supplemented,  waived
or  changed  orally,  but  only by a  writing  signed  by the  party  as to whom
enforcement of any such amendment,  supplement, waiver or modification is sought
and making specific reference to this Agreement. Advertiser shall not assign his
or its rights and/or  obligations under this Agreement without the prior written
consent of ILIFE.  All of the terms and  provisions of this  Agreement  shall be
binding  upon,  inure to the benefit of, and be  enforceable  by the parties and
their respective legal representatives, successors and permitted assigns.

     IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the day
and year first above written.


         INTELLIGENT LIFE CORP.                  ADVERTISER

         By:  /s/                                By:   /s/
            ------------------------                --------------------------

         Date:                                   Date:
             -----------------------                 -------------------------


<PAGE>


                         Exhibit A - Advertising Policy

1)   Publishing Criteria:
     -------------------
     a)  Criteria:  ILIFE  reserves  the right to refuse  any  Advertisement  or
     Hyperlink or to cancel any  Advertisement or Hyperlink that does not comply
     with ILIFE's standards or criteria. In its sole discretion,  ILIFE reserves
     the right to cancel or remove any  Advertisement  or  Hyperlink at any time
     and from  time to time.  In the event of an error in any  Advertisement  or
     Hyperlink,  which is caused by an act or omission of ILIFE, ILIFE shall not
     be liable for any damages,  costs, expenses or other liability that exceeds
     the Advertising Fee related specifically to the erroneous  Advertisement or
     Hyperlink.

     b)  Timeliness  of Data:  ILIFE's  obligation  to publish a Hyperlink  Rate
         Listing  pursuant  to  this  Agreement  shall   immediately   cease  if
         Advertiser  has not timely  provided  ILIFE with such current rates for
         (1) 10 or more  consecutive  business days or (2) more than 10 business
         days during any consecutive three (3) business week period.

     c)  Refunds:  In the event that ILIFE shall cease to publish any  Hyperlink
         Rate Listing,  Hyperlink or Advertisement  due to failure of Advertiser
         to send in timely rates, Advertiser shall not be entitled to any refund
         of any  Advertising  Fee and  shall be  required  to pay any  remaining
         Advertising Fee to ILIFE as such amounts become due and payable.

2)   Space  Changes.  ILIFE  reserves the right to  substitute,  exchange,  add,
     change or delete any space for an Advertisement or Hyperlink for any reason
     at any time and for any length of time.

3)   Obligation of Advertiser.  Advertiser  shall be solely  responsible for any
     liability  whatsoever  arising out of or relating to any  Advertisement  or
     Hyperlink or any data,  script,  information  or other material that can be
     viewed, used, received, transmitted or manipulated by any person viewing or
     accessing an Advertisement or a Hyperlink

4)   Compliance with Advertising  Standards.  Advertiser represents and warrants
     to ILIFE that the  Advertisements  and Hyperlinks  described  herein comply
     with  ILIFE's  advertising  standards  in effect from time to time and that
     Advertiser  holds the necessary  licenses or other rights to permit the use
     and  republication  of the  Advertisements  and  the  Hyperlinks  (and  all
     material  linked  thereto or viewed,  used or received  therefrom)  for all
     purposes set forth in this Agreement. Advertiser represents and warrants to
     ILIFE  that the use,  reproduction,  distribution  or  transmission  of the
     Advertisements  and the  Hyperlinks  will not violate any criminal or civil
     laws or any rights of any third party,  including  without  limitation  any
     copyright,   patent,  trademark,  trade  secrets,  music,  image  or  other
     proprietary  or property  right,  or any federal,  state or local  statute,
     rule,  regulation,  ordinance  or any  order of a  federal,  state or local
     court.

5)   Claims:  Advertiser, at its expense, hereby agrees to jointly and severally
     indemnify,  defend and hold harmless  ILIFE (and its  respective  officers,
     directors,  employees, agents,  representatives,  shareholders,  attorneys,
     affiliates and distribution  channels)  against any claim,  suit, action or
     proceeding  brought against such indemnified party that alleges or is based
     upon or arises out of (i) any act arising out of or in connection with this
     Agreement;  (ii) any act of negligence,  omission or misconduct on the part
     of Advertiser,  including without  limitation any violation of any federal,
     state or  local  civil or  criminal  law,  statute,  rule,  regulation,  or
     ordinance,  or any  violation  of an order of any  state,  federal or local
     court;  or (iii)  infringement  in any  manner  of any  copyright,  patent,
     trademark,  trade secret,  service mark or any other intellectual  property
     right of any third party;  provided,  however,  in any such case, (a) ILIFE
     shall provide Advertiser with prompt notice

     a)   Limitation of Liability.  ILIFE SPECIFICALLY  DISCLAIMS ANY EXPRESS OR
          IMPLIED  WARRANTIES,  INCLUDING,  WITHOUT  LIMITATION,  WARRANTIES  OF
          FITNESS  FOR A  PARTICULAR  PURPOSE,  OR  MERCHANTABILITY  OR  AGAINST
          INFRINGEMENT.  ILIFE  SHALL IN NO EVENT BE LIABLE  FOR ANY  DAMAGES OR
          LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT,  CONSEQUENTIAL,
          SPECIAL,  INCIDENTAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR
          OTHERWISE,  RESULTING FROM OR CAUSED BY ILIFE'S PUBLICATION OR FAILURE
          TO PUBLISH ANY  ADVERTISEMENT  OR HYPERLINK,  OR THE ACCESS OR USE (OR
          INABILITY TO USE) THEREOF.

     b)   Acts of God.  Each party  shall be  excused  from  performance  of its
          non-monetary   obligations   for  any  period  and  the  time  of  any
          performance  shall be  extended  as  reasonably  necessary  under  the
          circumstances,  to the  extent  that  such  party  is  prevented  from
          performing, in whole or in part, its obligations under this Agreement,
          as a result of acts of God,  any  governmental  authority  (except  as
          defined below),  war, civil  disturbance,  court order, labor dispute,
          third party  non-performance  (including  the acts or omissions of any
          suppliers,  agents or  subcontractors)  or any other cause  beyond its
          reasonable  control,  including failures or fluctuations in electrical
          power, heat, light, air conditioning or telecommunication equipment or
          lines or any other equipment.

     c)   General. If any civil action, arbitration or other legal proceeding is
          brought  for the  enforcement  of this  Agreement,  or  because  of an
          alleged dispute,  breach,  default or  misrepresentation in connection
          with any  provision of this  Agreement,  the  successful or prevailing
          party or parties  shall be entitled to recover  reasonable  attorneys'
          fees,  sales and use taxes,  court costs and all expenses  even if not
          taxable as court  costs.  Each of the  parties  acknowledges  that the
          parties  will be  irreparably  damaged (and damages at law would be an
          inadequate remedy) if this Agreement is not specifically enforced.


<PAGE>


     http://www.bankrate.com o http://cpnet.com o http://www.thewhiz.com o
      ---------------------------------------------------------------------
                            http://www.consejero.com
                            ------------------------


                                   SCHEDULE A
                         SPECIFICATIONS OF ADVERTISEMENT

Advertiser Name:       EVRI / CarFinance.com
Address:               270 S. Service Rd.,  Melville,  NY,  11747

Billing Address:
Contact:               Mark Altchiler                E-mail:
Telephone:             516-390-3620                  Fax:        516-390-3868

Campaign Start Date: 7/20/99 on or about
Campaign End Date: 7/20/2000 on or about

URL Address:     www.carfinance.com or as instructed

Rate Listing Telephone:  as instructed

<TABLE>
<CAPTION>


   Web Site       Product            Location            Ad Type             Ad Views          Total Cost
  ------------- ------------- ------------------------- -------------------- ------------- -----------------------
<S>             <C>           <C>                      <C>                   <C>            <C>
  BRM           Auto          Poster - Auto Search      Poster ( 275x330)    1,800,000 +     [*]/mo*
                              ( ex. CA) + Remnant
                              Option*

  ------------- ------------- ------------------------- -------------------- ------------- -----------------------
  BRM           Auto          States - ex. AL,HI,AK     Badge ( 125x125)     2,100,000 +     [*]/ mo.
                              All + remnant option*     Hyperlink


  ------------- ------------- ------------------------- -------------------- ------------- ------------------------
  BRM           Auto          Sponsorship - Home and    Button 160x40        All             [*]CPM + [*] per app.

  ------------- ------------- ------------------------- -------------------- ------------- ------------------------
  BRM           Auto          States - All except       Hyperlink rates      All             [*]/mo. + [*] per app.
                              AL,AK,HI

  ---------------- ------------- ------------------------- -------------------- ------------- ---------------------
                                                                              Total Billing: $    [*]*
                                                                      Total Monthly Billing: $    [*]
</TABLE>

Special  instructions
This agreement provides name change only to previous  contract.
*Remnant  option includes  additional  views billed  separately  each  month.
o  Advertiser  must  provide 30 days notice to terminate any or all advertising
   positions.
o Advertiser to retain first right of refusal for any current positions.


o    Intelligent Life Corp does not make any guarantees to monthly  impressions.
     Amounts vary per month  availability  of ad views and ad  inventory.  ILife
     does guarantee  delivery of all impressions  within the allotted time frame
     or will extend the campaign until fulfillment.
o    The terms and  conditions  of this  agreement  will be in effect for thirty
     days from the date of the  agreement.  This  agreement  must be signed  and
     returned within that time frame otherwise this agreement will be considered
     null and void.

Intelligent Life Corp Representative          Advertiser

/s/                                           /s/
--------------------------                    --------------------------------
Signature                                     Signature

--------------------------                    -------------------------------
Print Name            Date                    Print Name                 Date