EXHIBIT 10.6

                                SERVICE AGREEMENT


         This Service Agreement (the  "Agreement"),  effective this ___th day of
October, 2000 ("Effective Date"),  between RETRIEVAL DYNAMICS CORPORATION.  with
its  principal  place of  business  at 1819 Main  Street,  Suite 600,  Sarasota,
Florida  34236  MO  64111  ("Client")  and  Phone  Online,   Inc.,  a  Tennessee
corporation,  with a  place  of  business  at  618 S.  Gay  Street,  Suite  200,
Knoxville,  TN 37902  ("Consultant"),  sets forth the terms and conditions under
which Consultant will provide services to Client.

         In consideration of the mutual promises  contained  herein,  Client and
Consultant agree as follows:

1. Services.

         1.1 Consultant  agrees to provide  services (the  "Services") to Client
for projects that Client and  Consultant  mutually  agree upon (the "Project" or
"Projects").  A "Work Statement" for each Project will be created  substantially
in the form attached hereto as Exhibit 1. Each Work Statement,  when executed by
an  authorized  representative  of both  parties,  shall  constitute  a separate
agreement.  Each Work Statement shall incorporate all provisions herein,  except
for those  provisions,  which are specifically  excluded or modified in the Work
Statement.  The terms and  conditions of any Work  Statement  will govern in the
event of any conflict between this Agreement and the Work Statement.

         1.2 In the event the fees for any  Project  are fixed,  the  additional
terms and  conditions  set forth in Appendix A hereto will apply and if Services
are being  provided on a time and  materials  basis,  the  additional  terms and
provisions set forth in Appendix B will apply. In the event any Project includes
software development, implementation and/or integration services, the additional
terms and conditions included in Appendix C will apply. In the event any Project
includes  application  hosting  by the  Consultant,  the  additional  terms  and
conditions  included in Appendix D will apply. In the event fees for any project
include revenue  sharing  between the Client and the Consultant,  the additional
terms and conditions included in Appendix E will apply. The terms and conditions
of applicable  Appendices will govern in the event of any conflict  between this
Agreement and the applicable Appendices.

         1.3 Each Work Statement shall, to the extent applicable, contain: (i) a
description  of the Project and the Services to be performed;  (ii) the tasks to
be  completed  by  Client  and any third  parties;  (iii) a  description  of the
deliverables  to  be  produced;   (iv)  the  schedule  for  completion  of  each
deliverable  or stage of a Project;  (v) the fees to be paid to  Consultant  for
such Services and a payment  schedule for fixed-price  Projects,  and (vi) other
provisions mutually agreed upon by the Client and Consultant.

         1.4 During any  Project,  Client may request in writing  changes to the
Services.  Consultant  shall  incorporate  any such  changes  provided  that the
parties execute a change order setting forth the amended scope of work,  program
specifications,  delivery dates and the impact on the compensation to be paid to
Consultant.  If the  parties  are  unable to agree on a change  order,  then the
parties  agree to complete the Project  according  to the original  Statement of
Work.

2. Term. The term of this Agreement is the later of forty-eight  months from the
Effective Date or through the conclusion of Services under any then-current Work
Statement or  Appendices  (the "Initial  Term"),  unless  earlier  terminated by
either party as provided herein. After the Initial Term expires, this


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Agreement  will renew  automatically  for additional  one-year  periods (each, a
"Renewal Period") unless earlier  terminated by either party upon written notice
at least 90 days prior to the start of the next Renewal Period.

3. Payment.

         3.1 Client will pay Consultant the fees set forth in the Work Statement
for Services performed. If invoicing and payment are tied to milestone payments,
a payment  schedule  shall be included in the Work  Statement.  If invoicing and
payment are not tied to  milestone  payments,  Consultant  will  invoice  Client
monthly at the rates set forth in the Work  Statement.  All invoices are payable
within 30 days of receipt.  Unless  otherwise  provided in the Work Statement or
Appendices,  fees do not  include  the cost of third  party  computer  hardware,
software  and other  materials  mutually  agreed by the parties to be  purchased
specifically  for the Project covered by the applicable  Work  Statement,  which
shall be paid by Client.  All amounts paid by Client to Consultant  prior to the
execution  of this  Agreement,  which  relate  to any  Project  covered  by this
Agreement  shall be  credited  and  deducted  from the  amounts set forth on the
related Work Statement.  A monthly late fee of 0.5% will be assessed on past due
balances.

         3.2 Unless  specified  otherwise in the Work  Statement  and with prior
written  authorization (e- mail or fax  authorization)  of Client,  Client shall
reimburse  Consultant  for  reasonable   out-of-pocket  expenses,   incurred  by
Consultant  and its personnel in connection  with its  performance  of Services,
including the cost of sharing resources among Consultant's offices and travel to
Client's location for training and installation.  Consultant will provide Client
with  reasonably  detailed  invoices  for such  expenses on a monthly  basis and
Client  agrees to pay the total amount  shown as due on each  invoice  within 30
days after receipt thereof.

4. Cooperation and Access. Client agrees to cooperate, as set forth in each Work
Statement, with Consultant to the extent necessary for Consultant to perform its
Services.  In addition to the activities  listed on each Work Statement,  Client
cooperation shall include,  but not be limited to, providing Consultant with all
necessary equipment,  material,  information,  assistance and access to, and use
of,  Client's  premises,  computers and equipment  during normal business hours.
Client shall also provide  Consultant with access to Client's  personnel  during
normal business hours, including, but not limited to, the persons listed on each
Work  Statement.  Consultant  agrees to comply  at all times  with the  Client's
applicable rules and regulations  regarding  safety,  security,  use and conduct
provided Consultant has notice.

5. Confidentiality.

         5.1 As used in this Agreement,  "Confidential  Information"  shall mean
all  confidential,  proprietary  or secret  information,  including  components,
parts, drawings,  data sketches,  plans, programs,  specifications,  techniques,
processes,  algorithms,  inventions and other  information  or material,  owned,
possessed or used by either  Consultant  or Client which is  designated  by such
party in  writing  "Confidential"  or  "Proprietary",  to the  other  party.  In
addition,  information which is orally or visually  disclosed to the other party
or which is not designated in writing as confidential,  proprietary or secret at
the time of  disclosure  but  within  thirty  days  after  such  disclosure  the
disclosing party delivers to the receiving party a written  document  describing
such  Confidential  Information  and  referencing  the  place  and  date of such
disclosure  and the names of the employees of the party to whom such  disclosure
was made, shall constitute Confidential  Information.  Notwithstanding  anything
herein to the contrary, the terms of this Agreement, Consultant's


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methodologies, work approaches, tutorials, procedures,  techniques,  algorithms,
and processes,  shall constitute Consultant Confidential Information without the
requirement  of designating it as such either in writing or by use of a stamp or
legend.

         5.2 Confidential Information shall not include any information that (i)
is or becomes  public  through no act or omission  on the part of the  receiving
party,  (ii) is  disclosed  to a third  party by the  disclosing  party  without
restriction on such third party, (iii) is in the receiving party's possession at
or prior to the time of disclosure  under this  Agreement,  (iv) is disclosed to
the receiving  party by a third party having no  obligation  of  confidentiality
with respect  thereto,  (v) is  independently  developed by the receiving  party
without reference to the disclosing party's Confidential  Information or (vi) is
released from confidential treatment by written consent of the disclosing party.

         5.3  Consultant  and Client shall hold in  confidence  and not disclose
(except  on a  confidential  basis  to its  employees,  agents,  consultants  or
subcontractors who need to know in connection with the Project and who are bound
by a confidentiality  agreement) all Confidential  Information received from the
disclosing  party in the same manner it holds in confidence its own Confidential
Information  of a  similar  nature  and  value,  and  shall  not  use  any  such
Confidential Information except for purposes contemplated by this Agreement.

         5.4 Consultant and Client shall take appropriate  action by instruction
or agreement with its  employees,  agents,  consultants  and  subcontractors  to
satisfy its  obligations  under this Section 5 and each shall be responsible for
any  breach  of  this  Section  5  by  its  employees,  agents,  consultants  or
subcontractors.

         5.5  Client  agrees  that the  Deliverables  (as  defined in Section 6,
below)  may be  based  on  Consultant's  Confidential  Information  and that the
delivery of Services and  Deliverables  shall not impair  Consultant's  right to
make,  prepare,  create,  procure or market  products or services  now or in the
future.

6. Intellectual Property Rights.

6.1      The following terms shall have the meanings indicated below:

(a)  "Client   Materials"   means  materials  that  are  created  by  Consultant
specifically  and  uniquely  for Client and  contained in the final work product
delivered to Client under a Work Statement,  including:  (i) software,  software
designs,  code, data and technical components (the "Client Technical Materials")
and (ii)  creative  designs,  images,  artwork  and text (the  "Client  Artistic
Materials").

(b)  "Consultant   Materials"  means  software,   routines,   software  designs,
user-interface conventions,  interfaces to third party products,  user-interface
design  patterns,  and other  development and design tools (and all enhancements
and derivatives  thereto) which  Consultant (i) developed prior to the execution
of the applicable  Work  Statement or (ii) develops  during the course of a Work
Statement but which are developed  either at Consultant's  cost or which are not
uniquely  applicable  to  the  particular  specifications,   characteristics  or
functions of the Client Materials, such as generic log-in screens or elements of
code that enable the manipulation or animation of the Client Artistic Materials.
Due to the limited display  capabilities of the wireless devices, the Consultant
retains ownership and right to use "core" user interface display


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techniques and navigation controls.

(c) "Deliverables" or "Application"  means,  collectively,  the Client Materials
and the Consultant Materials.

         6.2 When the  Consultant  has  completed the final work product and the
Client has paid for the  Services  pursuant  to the Work  Statement,  Consultant
agrees  that,  unless  otherwise  set forth herein or on a Work  Statement,  the
Client  Materials shall  constitute  "works made for hire" for Client within the
meaning of the  Copyright  Act of 1976,  as amended,  and shall be the exclusive
property of Client. In consideration of and effective upon Consultant's  receipt
of all payments required hereunder and under the applicable Work Statement,  and
subject to the other terms and conditions of this Agreement,  Consultant  hereby
assigns to Client all  intellectual  property rights in the Client  Materials to
Client. Upon Client's request and at the Client's expense,  Consultant agrees to
execute any  instruments  and do all things  reasonably  necessary  by Client in
order to further secure Client's ownership rights in the Client Materials.

         6.3 Client  acknowledges and agrees that Consultant  retains all right,
title  and  interest  in  the  Consultant  Materials.  In  consideration  of and
effective upon Consultant's receipt of all payments required hereunder and under
the applicable Work Statement and Appendices, and subject to the other terms and
conditions of this Agreement and Appendices,  Consultant hereby grants to Client
a non-exclusive,  non-  transferable,  royalty-free,  perpetual  license to use,
copy, operate, and process the Consultant Materials solely for use in connection
with  the  Client  Materials.  Client  shall  limit  use  of and  access  to the
Consultant  Materials to such of Client's  employees as are directly involved in
the utilization of the Deliverables throughout Client's business.

         6.4  Notwithstanding  anything  in  this  Agreement  to  the  contrary,
Consultant  shall be free to use for any purpose any  information  in intangible
form,  which may be retained by persons  performing  the Services such as ideas,
concepts, know-how, techniques.

7. Indemnification.

         7.1 In the event any action is brought  against Client based on a claim
that the  Deliverables  infringe any valid United  States  patent,  copyright or
trade  secret of a third  party,  Consultant  shall  indemnify,  defend and hold
harmless Client and its officers,  director and employees against such action at
Consultant's  expense  and pay all claims  and  expenses  (including  reasonable
attorneys'  fees) and damages finally awarded in such action or settlement which
are  attributable  to such  claim,  provided  that (i)  Consultant  is  notified
promptly in writing of such action;  (ii) Consultant  shall have sole control of
the  defense  of any such  action and all  negotiations  for its  settlement  or
compromise;  and (iii) Client shall  cooperate  reasonably with  Consultant,  at
Client's expense,  in the defense,  settlement or compromise of any such action.
In the event that a final  injunction  is obtained  against  Client's use of the
Deliverables,  or if  Consultant  reasonably  believes  that Client's use of the
Deliverables could be so enjoined, or if in Consultant's opinion any Deliverable
is likely to become the  subject  of a  successful  claim of such  infringement,
Consultant shall, at its option and expense, (i) procure for Client the right to
continue using the  Deliverables as provided in this Agreement,  (ii) replace or
modify  the  Deliverables  so that they  become  non-infringing  (so long as the
functionality  of the  Deliverables  is essentially  unchanged) or, in the event
neither of the previous two options are  commercially  feasible for  Consultant,
(iii) terminate the applicable Work Statement and the rights


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granted  thereunder  and refund to Client the amount paid to Consultant  for the
Deliverables  less an amount  for  depreciation  determined  on a  straight-line
five-year depreciation basis.

         7.2  Notwithstanding  the  foregoing,  Consultant  shall  not  have any
liability to Client under this Section 7 to the extent that any  infringement or
claim  thereof  is  based  upon  (i)  the  combination,  operation  or  use of a
Deliverable in combination with equipment or software not supplied by Consultant
hereunder where the Deliverable would not itself be infringing,  (ii) compliance
with designs,  specifications or instructions provided by Client, (iii) use of a
Deliverable in an  application  or environment  for which it was not designed or
not contemplated under this Agreement, or (iv) modifications of a Deliverable by
anyone other than  Consultant  where the unmodified  version of the  Deliverable
would not be infringing.

         7.3 If notified promptly in writing, Client shall indemnify, defend and
hold  harmless  Consultant  against any  expense,  judgment  or loss  (including
reasonable   attorneys'   fees)  arising  from  (a)   infringement   or  alleged
infringement  of any valid United States  patent,  copyright,  trademark,  trade
secret or other proprietary  rights as a result of Consultant's  compliance with
Client's designs, specifications or instructions, (b) Client's failure to obtain
all  necessary  releases,  licenses,  permits  and other  authorizations  to use
content included in the Deliverables,  or (c) any breaches of security or delays
in data  transmissions  resulting  from or relating to the  Deliverable.  Client
shall have sole  control of the defense of any such action and all  negotiations
for its settlement or compromise.  Consultant  shall  cooperate  reasonably with
Client, at Consultant's expense, in the defense, settlement or compromise of any
such action.

         7.4 THE FOREGOING INDEMNIFICATION PROVISIONS STATE THE ENTIRE LIABILITY
OF CONSULTANT AND THE EXCLUSIVE REMEDY OF CLIENT WITH RESPECT TO INFRINGEMENT OR
ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER
INTELLECTUAL OR PROPRIETARY RIGHTS BY THE DELIVERABLES OR THEIR USE.

8. Warranties.

         8.1  Consultant   warrants  that  the  Services  performed  under  this
Agreement  and all Work  Statements  will be  performed  in a  professional  and
workmanlike  manner and has the required  skills and  experience  to perform the
Services set forth in this Agreement.

         8.2 Consultant  agrees to fix any deficiencies in any Deliverable which
is a  software  program  during  the  period  following  the Live  Date for such
Deliverable  (as defined on Appendix C hereto)  that is set forth on the related
Work  Statement  (the  "Warranty  Period"),  using the process  and  definitions
included  on  Appendix  C. With  respect to any  Deliverable  that is a software
program,  Consultant  shall have no obligation to make  corrections,  repairs or
replacements  to such  Deliverable  which result,  in whole or in part, from (i)
errors that relate  solely to the third party  software  which forms a part of a
Deliverable, (ii) catastrophe,  fault or negligence of Client, (iii) improper or
unauthorized use of the Deliverable, (iv) use of the Deliverable in a manner for
which it was not designed, including, without limitation, use of the Deliverable
in connection with computer hardware other than as specified in the related Work
Statement,  (v) modifications of the Deliverable by anyone other than Consultant
or its employees or agents,  or (vi) causes external to the Deliverable such as,
but not limited to, power failure or electric power surges.



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         8.3 "Year 2000 Compliant"  means that: (A) date data from at least 1900
through 2101 will process without error or interruption in any level of computer
software  developed  by  Consultant,  including  but not limited to,  microcode,
firmware,  system  and  application  programs,  files,  databases  and  computer
services;  (B) there will be no loss of any  functionality  of the  Deliverables
with respect to the  introduction,  processing  or output of records  containing
dates  falling on or after January 1, 2000;  (C) the design of the  Deliverables
shall  accommodate,  at a minimum,  all of the following:  (1) date data century
recognition, (2) calculations which accommodate same- and multi-century formulas
and date values,  (3)  input/output  values that  reflect the  century,  and (4)
correct  processing  of leap year  dates  (of  which the year 2000 is one);  (D)
Deliverables  delivered by Consultant will perform all  date-related  operations
accurately without human  intervention,  other than date data entry that is part
of the normal  functions  of the  Deliverables;  and (E) the  Deliverables  will
respond to  two-digit  date input in a way that  resolves  any  ambiguity  as to
century in a  disclosed,  defined  and  predetermined  manner.  In the event the
Deliverables include the delivery of software or code by Consultant,  Consultant
further  warrants that such  Deliverables  will be Year 2000 Compliant  provided
that (i) all products (for example,  hardware,  software and firmware) used with
the Deliverables  properly exchange accurate date data with the Deliverables and
are Year 2000 Compliant,  (ii) all development tools used by Consultant are Year
2000  Compliant,  (iii)  the  Deliverables  are used in  accordance  with  their
associated  documentation,  and (iv) Client has  installed and is using the most
current  version  (including  without  limitation  any fixes,  patches,  interim
releases and updates) of the  Deliverables  at the time  noncompliance  with the
warranty is reported.  Consultant  makes no warranties or  representations  with
respect to software or documentation furnished by any third party.

         8.4  UNLESS  OTHERWISE  INCLUDED  IN A WORK  STATEMENT,  THE  FOREGOING
WARRANTIES ARE IN LIEU OF ALL OTHER  WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING
WITHOUT  LIMITATION,  THOSE CONCERNING  MERCHANTABILITY,  TITLE OR FITNESS FOR A
PARTICULAR PURPOSE AND NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN
THIS  AGREEMENT  AND ANY WORK  STATEMENT  WILL BE  BINDING  ON  CONSULTANT  AS A
WARRANTY.  IN THE CASE OF  BREACH OF THE  FOREGOING  WARRANTIES  BY  CONSULTANT,
CLIENT  WILL  OUTLINE  WITH  PARTICULARITY  THE DEFECTS IN THE  DELIVERABLES  OR
SERVICES  AND  CONSULTANT  WILL  COOPERATE  WITH  CLIENT AND CORRECT THE DEFECTS
WITHIN A TIME PERIOD REASONABLY ACCEPTABLE TO CLIENT.

9. Acceptance. "Acceptance" shall mean that a Deliverable substantially conforms
to the specifications  and meets any other acceptance  criteria set forth in the
applicable Work Statement.  Any Deliverable  needing acceptance from Client will
be deemed  accepted  if  Client  does not  respond  within  ten (10) days  after
delivery or any period  specified  in the related Work  Statement,  whichever is
longer,  or if Client uses the  deliverable  for  commercial  purposes  prior to
completing its formal acceptance procedure.

10.  Limitation of Liability.  IN NO CASE SHALL EITHER PARTY'S MAXIMUM LIABILITY
ARISING  OUT  OF  THIS  AGREEMENT,   WHETHER  BASED  UPON  WARRANTY,   CONTRACT,
NEGLIGENCE,  STRICT  LIABILITY  OR  OTHERWISE,  EXCEED  IN  THE  AGGREGATE,  FOR
CONSULTANT,  THE ACTUAL PAYMENTS RECEIVED BY CONSULTANT UNDER THE WORK STATEMENT
TO WHICH THE CLAIM  RELATES  AND,  FOR CLIENT,  THE AMOUNTS  REQUIRED TO BE PAID
UNDER SUCH WORK  STATEMENT.  IN NO EVENT SHALL  EITHER  PARTY BE LIABLE FOR: (i)
INDIRECT,  SPECIAL,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES,  INCLUDING,  BUT NOT
LIMITED TO, LOSS OF PROFITS, LOSS OF OPPORTUNITIES, LOSS OF


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DATA,  OR  LOSS  OF USE  DAMAGES,  ARISING  OUT OF THIS  AGREEMENT  OR ANY  WORK
STATEMENT,  EVEN IF THE  PARTY  HAS  BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH
DAMAGES, OR (ii) DAMAGES RELATING TO ANY CLAIM THAT AROSE MORE THAN ONE (1) YEAR
PRIOR TO THE INSTITUTION OF SUIT THEREON.

11.  Publicity.  Consultant  may include  Client's name and logo on its customer
lists and summarize generally the nature of any work being performed  hereunder,
subject to  Consultant's  confidentiality  obligations  under  Section 5. Client
shall  develop   marketing   materials  for  the  Deliverables  and  incorporate
Consultant's  name  and  logo  on  such  materials.   Client  shall  market  the
Deliverables  on its web site and indicate that it is "powered by  PhoneOnline's
BlueMoona engine."

12. Non-Solicitation. During the period of performance of Services by Consultant
hereunder and for 12 months thereafter,  Client and Consultant each agree not to
solicit or induce any employee of the other to terminate  his or her  employment
with the other or to hire any  employee of the other  without the prior  written
approval of the employing company.

13. Termination.

        13.1 This Agreement and all rights granted  thereunder may be terminated
by the non- defaulting  party,  effective upon delivery of written notice to the
other party (the "Defaulting  Party"),  in the event of a material breach by the
Defaulting  Party of any of its material  obligations  under such Work Statement
and failure by the  Defaulting  Party to remedy such breach  within  thirty (30)
days (or ten (10) days in the event of  non-payment  by  Client)  after  written
notice of such breach is provided to the Defaulting  Party. In the event of such
termination,  neither party shall be relieved of any of its obligations incurred
prior to such  termination.  Upon termination of any Work Statement  pursuant to
this subsection, Client shall promptly return to Consultant (or, at Consultant's
option,  destroy and certify in writing to Consultant that it has destroyed) the
original and all copies of any  Deliverables  including  source  code,  archival
copies, compilations,  translations,  partial copies, updates and modifications,
if any, and shall delete all copies of such Deliverables.

         13.2 This  Agreement may be  terminated,  by the  non-offending  party,
effective  immediately and without notice,  in the event of (i) the dissolution,
termination of existence, liquidation or insolvency of the other party, (ii) the
appointment  of  a  custodian  or  receiver  for  the  other  party,  (iii)  the
institution  by or against  the other party of any  proceeding  under the United
States  Bankruptcy  Code or any  other  foreign,  federal  or state  bankruptcy,
receivership,  insolvency or other similar law affecting the rights of creditors
generally,  or (iv) the making by the other  party of a  composition  of, or any
assignment or trust mortgage for the benefit of, creditors.

         13.3  Sections  3, 5, 6, 7, 8, 10,  11,  12, 13 and 14 and any  accrued
rights to payment and remedies for breach of this Agreement  shall  survive,  in
accordance with their terms, the completion of Consultant's  Services  hereunder
and the expiration or termination of this Agreement or any Work Statement.

14. Remedies. A breach of any obligations set forth in Sections 5, 6 and 12 will
irreparably  harm  either  party and  substantially  diminish  the value of each
party's proprietary rights in the Deliverables or its Confidential  Information.
Therefore, Client and Consultant agree that if either party breaches any of its


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obligations,  the other  party  shall,  without  limiting  its  other  rights or
remedies,  be  entitled  to  equitable  relief  (including,  but not limited to,
injunctive   relief)  to  enforce  its  rights,   including  without  limitation
protection of its  proprietary  rights.  The parties agree that a party need not
invoke the procedures  set forth on Appendix F attached  hereto in order to seek
injunctive or declaratory relief.

15. Force Majeure.  In the event that either party is prevented from performing,
or is unable to perform,  any of its obligations under this Agreement due to any
act of God, fire,  casualty,  flood,  war,  strike,  lock out, failure of public
utilities,  injunction or any act,  exercise,  assertion or  requirement  of any
governmental   authority,   epidemic,   destruction  of  production  facilities,
insurrection, inability to obtain labor, materials, equipment, transportation or
energy  sufficient  to meet  needs,  or any other  cause  beyond the  reasonable
control of the party invoking this provision  ("Force  Majeure  Event"),  and if
such party has used reasonable efforts to avoid such occurrence and minimize its
duration  and has given  prompt  written  notice to the  other  party,  then the
affected  party's  failure  to  perform  shall  be  excused  and  the  time  for
performance  shall be extended  for the period of delay or  inability to perform
due to such occurrence.

16. Taxes.  The fees and other amounts  payable  pursuant to this  Agreement are
exclusive  of, and Client  shall pay, all federal,  state,  local,  municipal or
other sales, use, transfer,  excise, property and other taxes and duties imposed
with  respect to the  delivery  of the  Services  or any  Deliverable  and their
supplying to Client,  except for taxes based on Consultant's net income.  Client
shall obtain and provide to Consultant  any  certificate of exemption or similar
document required to exempt any transaction under this Agreement from sales tax,
use tax or other tax liability.

17.  Notices.  Any notice or  communication  required  or  permitted  under this
Agreement or any Work Statement shall be in writing and shall be deemed received
(i) on the date personally delivered, (ii) the next day after sending if sent by
telegram,  telex,  telecopier,  mailgram,  Federal Express or any other next-day
carrier  service,  or (iii) the third day after  mailing via  first-class  mail,
postage prepaid, to a party at the address specified below or such other address
as either party may from time to time designate to the other:



Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                           8

<PAGE>




To Consultant:                              To Client:

Phone Online, Inc.                          Retrieval Dynamics Corporation.
618 S. Gay Street, Suite 200                1819 Main Street, Suite 600
Knoxville, TN  37902                        Sarasota, FL 34236

Attention:  Bob Leo                         Attention:   Sharon Ballgae
   Dir. of Professional Servicies              Chief Technology Officer

With a copy to:

         Phone Online, Inc.
         618 S. Gay Street, Suite 200
         Knoxville, TN  37902
         Attention:  Patrick Conley                  Attention:
                    General Counsel

18. Disputes. Other than as provided in Section 14, any dispute or claim arising
out of or relating to this Agreement or any Work Statement  shall be resolved in
accordance with the Dispute Resolution Process set forth on Appendix F.

19. Miscellaneous.

         19.1 This Agreement and its Appendices and Work  Statements  constitute
the entire agreement  between  Consultant and Client with respect to the subject
matter hereof and supersede all prior agreements,  promises,  understandings and
negotiations,  whether  written or oral,  regarding the subject  matter  hereof,
including any terms and conditions  included on Client's  purchase orders.  This
Agreement and any Work Statement  cannot be amended unless in writing and signed
by duly authorized representatives of each party.

         19.2 In the event that any provision of this  Agreement,  Appendices or
Work Statement is held by a court of competent jurisdiction to be unenforceable,
the validity of the remaining  provisions shall not be affected,  and the rights
and  obligations  of the  parties  shall be  construed  and  enforced  as if the
Agreement,  Appendices  or such Work  Statement  did not contain the  particular
provisions held to be unenforceable  and the  unenforceable  provisions shall be
replaced  by  mutually  acceptable  provisions  which,  being  valid,  legal and
enforceable, come closest to the intention of the parties underlying the invalid
or unenforceable provision.

         19.3 Neither this Agreement,  Appendices,  or any Work Statement or any
rights or licenses granted hereunder may be assigned, delegated or subcontracted
by any party without the written  consent of the other party,  except that (i) a
party may assign and transfer  this  Agreement  and any Work  Statement  and its
rights  and  obligations  hereunder  and  thereunder  to any third  party  which
succeeds to  substantially  all of its business and assets or assign or transfer
any rights to receive payments hereunder, and (ii) Consultant may subcontract


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Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                               9

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its  obligations  hereunder to any  wholly-owned  subsidiaries  of Consultant or
third party service providers, provided that Consultant remains primarily liable
to Client hereunder.

         19.4 This  Agreement  shall be  interpreted  and enforced in accordance
with the laws the state of  Tennessee  without  regard to the  conflict  of laws
provisions thereof.

         19.5 The parties are independent  contractors.  Nothing herein shall be
deemed to constitute either party as the representative, agent, partner or joint
venture of the other.

         19.6 Each party has full power and  authority to enter into and perform
this  Agreement  and the person  signing this  Agreement on behalf of each party
hereto has been properly authorized and empowered to enter into this Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
under seal as of the day and year indicated above.

                    PHONE ONLINE, INC.


                    By: /s/ Patrick Conely
                    Print Name: Patrick Conely
                    Title: Vice Pres.


                    RETRIEVAL DYNAMICS CORPORATION

                    By: /s/ Sharon Ballgae
                    Print Name: Sharon Ballgae
                    Title: Chief Technology Officer




Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              10

<PAGE>



APPENDICES & EXHIBITS



  Appendix A - - Additional Terms and Conditions for Fixed Price Projects

  Appendix B - - Additional Terms and Conditions for Time & Material Projects

  Appendix C - - Additional Terms and Conditions for Software Development,
              Integration or Implementation Services

  Appendix D - - Additional Terms and Conditions for Hosting Services

  Appendix E - - Additional Terms and Conditions for Revenue Sharing Models

  Appendix F - - Dispute Resolution Process

  Appendix G - - Phone Online License Agreement

  Exhibit 1 - - Form of Work Statement








Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                             11

<PAGE>



APPENDIX A


Additional Terms and Conditions for Fixed Price Work Statements

1. Extensions.

         1.1 Consultant agrees that the Project is to be completed in accordance
with the Work Schedule included on the applicable Work Statement. If, however, a
Project is extended due to any act by Consultant, Client will not be charged for
such  extension and  Consultant  will absorb the cost of the resources  required
during such extension and Consultant  will attempt to rectify the situation that
is causing the extension as soon as possible.

         1.2 In the event  Consultant's  performance under any Work Statement is
delayed  because of any act or omission of Client or any third  parties hired by
the Client to work on a Project (including, without limitation, Client's failure
to meet delivery dates of required Client assistance listed in a Work Statement,
to deliver any material to be provided by the Client when and as required, or to
perform any of its covenants or obligations thereunder, whether or not caused by
a Force  Majeure  Event),  then for each day of extension  caused by such delay,
Consultant  shall be entitled to a one-day  extension of the delivery  dates set
forth in the Work Statement for Consultant's performance.

         1.3 In addition,  Client shall  reimburse  Consultant  for any fees and
expenses  incurred by  Consultant  as a result of such delay if the delay causes
Consultant to extend its Services past the final  delivery date set forth in the
Work Statement or requires Consultant to add additional personnel to its team in
order to meet the dates set forth on the related Work  Statement.  If the delay,
hindrance or interference  is caused by a Force Majeure Event  affecting  Client
then such fees will be reduced by 50%. During the then applicable Work Statement
Consultant  will  notify  Client in writing at the time the  Consultant  becomes
aware that  Services  will be extended  beyond the final  delivery  date or that
additional  personnel  will be  added  to the team in order to meet the date set
forth in the Work  Statement due to Client which would result in increased  fees
and expenses. The Consultant and Client will work together to mitigate increases
in fees and expenses.

         1.4 Notwithstanding  the foregoing,  if Client's resources or personnel
on any Project  change  significantly  from the design phase to the  development
phase or during the development phase, and Consultant  reasonably  believes that
such changes will result in an increase cost to  Consultant or cause  Consultant
to miss a Project milestone,  Consultant shall notify Client immediately and use
good faith  efforts to  accurately  estimate  its  additional  costs and project
timeline  impact  that would be caused by such  change in the Client  resources.
Client will notify  Consultant  within 10 days whether  Client will proceed with
its proposed  change in resources and accept the new cost and project  timeline,
or will adjust its resources accordingly and continue with the original cost and
project timeline.



Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                            12

<PAGE>



APPENDIX B


Additional Terms and Conditions for Time & Material Projects

1.Price.  The fees and expenses  included on this Work  Statement  are estimates
only.  The  final  fees and  expenses  will be set forth on  Consultant's  final
invoice to Client. If Consultant  reasonably  anticipates the aggregate fees and
expenses to exceed the original estimate by more than 10%, then Consultant shall
seek the Client's  approval and Consultant  shall have the right to suspend work
without liability and with a day- for-day extension of any subsequent  deadlines
until the Client shall have provided such approval or agreed upon a reduction in
scope of Services.

2.Records.  Consultant will maintain  complete and accurate  records of the work
performed hereunder,  the amounts invoiced and time worked. Such records will be
in  accordance  with standard  accounting  practices and will include time logs.
Client  will  have the  right to  inspect  and  audit  Consultant's  records  at
Consultant's  place of  business  during  normal  business  hours at a  mutually
acceptable  time  during each  Project and for a period of one year  thereafter.
Client agrees to give  Consultant  at least 30 days prior written  notice of its
intent to inspect Consultant's records.  Client may not exercise this inspection
right more than two times each calendar year.






Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              13

<PAGE>



APPENDIX C


Additional  Terms and Conditions  for Software  Development,  Implementation  or
Integration Projects

Deficiency Resolution and Correction Process

During the development phase of a Project (i.e., prior to the start of the pilot
testing),  problems  with the  Deliverable  will be managed  using  Consultant's
Decision Design process whereby  technical change requests (TCRs)  identified by
either  Consultant or Client will be stored in a database and monitored  using a
tracker tool to manage their progress towards resolution. During the development
phase,  Consultant's  Project  Manager and Client  Project  Manager will need to
review the status and priorities of each TCR and Consultant shall be responsible
for  establishing  priorities  between TCR's  consistent with the Work Schedule.
TCRs will be assigned a priority level as follows:

*    Critical:  The application cannot provide the core functionality unless the
     TCR is resolved.

*    High:  A major  function of the  application  produces the wrong result and
     there is no acceptable work around.

*    Medium: The application is operable and a work around exists to correct the
     TCR.

*    Low: The TCR does not effect the  functionality of the system,  only minor,
     cosmetic changes are required.

         "Live" or "Launch"  date - The point in time when all Critical and High
TCRs have been corrected, and a plan and timetable have been agreed upon between
Consultant and Client to correct the remaining deficiencies, if any.



Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              14

<PAGE>



APPENDIX D

                                     HOSTING
                                    AGREEMENT

Additional Terms and Conditions for Hosting Services

Upon completion of the Project,  Consultant will provide Hosting Services of the
Application for the Client. The Initial Term of the Hosting Services will be for
a period of two months from the date of Project Completion ("Initial Term"). The
Initial  Term  will  automatically  extended  for  additional  one  month  terms
("Renewals")  until one party  provides the other party sixty days prior written
notice of termination of hosting by Consultant.

The fees for Hosting Services are as follows:

Up to 1 Mbps               $ 4,750.00 per month

Bandwidth for a particular  month is based on the average monthly usage for that
month.  Average monthly usage will be determined by measuring bandwidth usage at
mutually  agreeable  predetermined  times  during  each  day  of the  month  and
averaging that usage for the month. The Consultant will supply a bandwidth usage
report to Client with each invoice.

In the event Client  exceeds 1Mbps  bandwidth  Consultant  shall bill Client for
incremental bandwidth usage at its normal rates.

The  Hosting  Service  fees will be prorated  for any  partial  month of Hosting
Service.  Fees shall be paid by Client net thirty days from  receipt of invoice.
Included in the fees is:  hosting of the QXPrint web site,  middle tier software
application,  wireless solution server, firewall, managed services, cabinet with
power and phone  jack,  BlueMoon  license and  support  and  maintenance  of the
Application and BlueMoon  software while  Consultant is hosting.  Client will be
responsible for server hardware and the following software:  SQL Server 7.0, ASP
Mail 4.0, and any other software  required to host the Application.  Support and
maintenance of the  Application  provides  software  fixes for  identified  bugs
within the Application  and is included in the Hosting Service fee.  Support and
maintenance of BlueMoon provides software fixes for identified bugs and upgrades
to BlueMoon.  With thirty-day  prior written  consent,  the Client may visit the
Hosting Facility. Otherwise access to the Hosting Facility is restricted.

The  Consultant  will  provide  99%+  uptime  ("Uptime  Guarantee")  for Hosting
Services.  Client will be refunded a pro-rata  portion of fees for those periods
of time when uptime  falls below the Uptime  Guarantee.  With  thirty-day  prior
written request,  the Client may review uptime records.  Such request may not be
made more than four times per year. Consultant shall maintain uptime records for
a period of twelve months after each month of Hosting Service.

Upon  completion  of the  Initial  Term and any  Renewals,  the  Client may make
alternative arrangements for hosting of the Application.  At the time Consultant
no longer provides  hosting to the Client the Consultant  shall license BlueMoon
to the  Client  pursuant  to the terms of the  Phone  Online  License  Agreement
(Appendix  G). The monthly  price of the license  shall be 60% of the last price
charged for a complete month of hosting under this Hosting Agreement.


                         [signature on following page]


Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              15

<PAGE>



IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement under seal
as of the day and year indicated above.

Phone Online, Inc.

By: /s/ Patrick Conely
Print Name: Patrick Conely
Title: Vice Pres.

Retrieval Dynamics Corp.

By: /s/ Sharon Ballgae
Print Name: Sharon Ballgae
Title: Chief Technology Officer



Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              16

<PAGE>



APPENDIX E

REVENUE SHARE AGREEMENT

                                Additional Terms
                       and Conditions for Revenue Sharing


Beginning on February 1, 2001 and for a period of three years  thereafter  (with
subsequent  one-year  additional renewal terms) RDC will pay Consultant,  within
thirty days of the end of each month,  eight percent (8%) of its gross  revenues
generated.  Gross revenue is defined as the total revenue  billed or billable by
RDC,  including  transaction fees,  sublicense and license fees,  monthly access
fees,  advertising revenue, and any other revenue earned by RDC from and through
the Application.  Gross revenue does not include revenue from  transactions that
access the Client  Materials  without use of the  Application.  RDC will provide
Consultant  with an  accounting  for each month by the 5th  business  day of the
following  month that will include the number of RDC  customers,  number of each
type of  transaction,  the amount  charged for each  transaction,  total  amount
billed per  customer,  amount and type of  non-transactional  revenue  and total
gross revenue.  Example: RDC has 1,000 customers with 100 transactions each at a
transaction  fee of $0.50 each.  Additionally,  RDC has earned  $50,000 in gross
advertising  revenue  and  $20,000  in  other  revenue  for the  month  from the
Application.   The  amount  due  to  POL  for  that  month  would  be  $9,600.00
((1,000*100*$.50 = $50,000 + $50,000 + $20,000 = $120,000 * 0.08 = $9,600.00).

With  thirty-day  prior written  request,  the  Consultant  may review  Client's
business  records to determine  that the proper Revenue Share Fee has been paid.
Such  requests  may not be made  more than four  times  per year.  Client  shall
maintain such records for a period of twelve months after each Current Month.

The  initial  term of the  Revenue  Share  Agreement  shall be for a  period  of
thirty-six  months  commencing on January 1, 2001 and expiring December 31, 2003
("Initial Term"). By mutual written  Agreement,  the Revenue Share Agreement may
be extended for additional twelve-month periods ("Renewals").

During the Initial Term and any Renewals the Consultant  will provide support to
the Client's Application in the form of fixes to identified bugs and Application
modifications that fall within the initial Work Statement.  Consultant will also
develop one additional  application at no additional charge for one non- browser
based  device  mutually  agreed  upon  by  Client  and  Consultant  ("Additional
Application") in a time frame that is mutually agreed upon by both parties.

At the end of the Initial Term and any Renewal in consideration of and effective
upon Consultant's  receipt of all payments required hereunder and under any Work
Statement,  and subject to the other  terms and  conditions  of this  Agreement,
Consultant hereby grants to Client a non-exclusive,  non-transferable,  royalty-
free,  perpetual  license to use,  copy,  operate,  and process  the  Consultant
Materials solely for use in connection with the Client  Materials.  Client shall
limit  use of and  access  to the  Consultant  Materials  to  such  of  Client's
employees  as are  directly  involved  in  the  utilization  of the  Application
throughout  Client's business.  Continued ongoing support and maintenance of the
Application  will be  negotiated at that time. A separate  license,  support and
maintenance  for BlueMoon [TM] will be negotiated at the end of the Initial Term
and any Renewal.





Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              17

<PAGE>




IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement under seal
as of the day and year indicated above.

Phone Online, Inc.

By: /s/ Patrick Conely
Print Name: Patrick Conely
Title: Vice Pres.

Retrieval Dynamics Corp.

By: /s/ Sharon Ballgae
Print Name: Sharon Ballgae
Title: Chief Technology Officer








Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              18

<PAGE>



APPENDIX F


Dispute Resolution Process

         The following procedures shall be used to resolve any disputes,  claims
or controversies  ("disputes")  between us as provided  herein.  If any of these
provisions  are  determined  to  be  invalid  or  unenforceable,  the  remaining
provisions  shall  remain in effect and  binding on the  parties to the  fullest
extent permitted by law.

1. Discussion;  Management. The parties shall first employ the full resources of
the Executive  Committee to resolve all disputes  expeditiously  and informally.
The Executive  Committee shall be composed of the following  representatives  of
the Client and Consultant:

Consultant:       Bob Leo, Director of Professional Services


Client:          Sharon Ballgae, CTO

In the event that such dispute  cannot be resolved by the  Executive  Committee,
the  parties  shall  each  involve  an  independent  executive  officer  of  the
respective  parties,  each of whom shall review and discuss the dispute  between
them and attempt to resolve it by agreement.  If such dispute cannot be resolved
by the foregoing  method within a reasonable  period of time,  the parties shall
resort to the mediation procedure set forth below.

2.       Mediation

         2.1 Either party may submit a dispute to mediation by providing written
notice to the other party.  In the  mediation  process,  the parties will try to
resolve their differences voluntarily with the aid of an impartial mediator, who
shall  attempt to  facilitate  negotiations.  The mediator  shall be selected by
agreement of the parties. If the parties cannot otherwise agree on a mediator, a
mediator  shall be designated  by the American  Arbitration  Association  or any
successor  organization  ("AAA") at the  request  of a party.  Any  mediator  so
designated must be acceptable to all parties.

         2.2 The  mediation  shall be conducted as specified by the mediator and
agreed upon by the parties.  The parties agree to discuss their  differences  in
good faith and to attempt,  with the  assistance  of the  mediator,  to reach an
amicable resolution of the dispute.

         2.3 The  mediation  shall be treated  as a  settlement  discussion  and
therefore shall be  confidential.  The mediator may not testify for either party
in any later  proceeding  relating to the dispute.  No  recording or  transcript
shall be made of the mediation proceedings.

         2.4      Each party shall bear its own costs in the mediation. The fees
and expenses of the mediator shall be shared equally by the parties.




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Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              19

<PAGE>



 3.      Arbitration.

         3.1 If a dispute has not been resolved within 30 days after the written
notice beginning the mediation process (or a longer period, if the parties agree
to extend the mediation), the mediation shall terminate and the dispute shall be
settled by arbitration.  The  arbitration  shall be conducted in accordance with
the Commercial Rules of the AAA ("AAA Rules").  In the event of a conflict,  the
provisions of this Appendix F shall control.

         3.2 The  arbitration  shall be  conducted  before a single  arbitrator,
regardless  of the size of the  dispute,  to be  selected as provided in the AAA
Rules.  Any issue  concerning  the  extent to which any  dispute  is  subject to
arbitration, or concerning the applicability,  interpretation, or enforceability
of  these  procedures,  including  any  contention  that  all or part  of  these
procedures  are  invalid or  unenforceable,  shall be  governed  by the  Federal
Arbitration  Act and resolved by the  arbitrator.  No potential  arbitrator  may
serve  unless  he or she has  agreed in  writing  to abide and be bound by these
procedures.

         3.3 Unless  provided  otherwise  herein,  the  arbitrator may not award
non-monetary or equitable  relief of any sort. They shall have no power to award
(a) damages  inconsistent  with this  Agreement or (b)  punitive  damages or any
other damages not measured by the  prevailing  party's actual  damages,  and the
parties  expressly waive their right to obtain such damages in arbitration or in
any other forum. In no event,  even if any other portion of these  provisions is
held to be invalid or unenforceable,  shall the arbitrator have power to make an
award or impose a remedy  that could not be made or imposed by a court  deciding
the matter in the same jurisdiction.

         3.4 No discovery  shall be permitted in connection with the arbitration
unless  it  is  expressly  authorized  by  the  arbitrator  upon  a  showing  of
substantial need by the party seeking discovery.

         3.5 All aspects of the  arbitration  shall be treated as  confidential.
Neither the parties nor the arbitrator  may disclose the  existence,  content or
results  of the  arbitration,  except  as  necessary  to  comply  with  legal or
regulatory  requirements.  Before making any such disclosure, a party shall give
written  notice to all other  parties and shall afford such parties a reasonable
opportunity to protect their interests.

         3.6 The result of the arbitration shall bind the parties,  and judgment
on the arbitrator's award may be entered in any court having jurisdiction.  Each
party shall bear its own costs of the arbitration.  The fees and expenses of the
arbitrator shall be shared equally by the parties.




Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              20

<PAGE>



APPENDIX G

                                      Phone
                            Online License Agreement

1. Phone Online, Inc.  ("Consultant") grants Retrieval Dynamics Corp. ("Client")
and  Client   accepts  from   Consultant  a   non-exclusive,   non-transferable,
limited-use  license to use and operate the Consultant  software products listed
on Attachment 1 ("Licensed Programs") solely on the Computers of Company located
at the site set forth on Attachment 1 ("Client Site") solely to:

     a.   Operate  the   application   developed   by   Consultant   for  Client
          ("Application"); and
     b.   Demonstrate  to potential  customers the use of the Licensed  Programs
          with the Client's Application.

2.       Without the prior written consent of Consultant, Client shall not:

     o    Copy in whole or in part the  Licensed  Programs,  except  for  normal
          back-up and archive purposes;
     o    Modify,  reverse compile,  reverse engineer or reverse assemble all or
          any portion of the Licensed Programs;
     o    Distribute,  market rent, lease,  transfer,  assign, or sublicense the
          Licensed  Programs to third  parties or use the Licensed  Programs for
          the  benefit  of third  parties,  except to the  extent  necessary  to
          operate the Application in the ordinary course of its business;
     o    Export the Licensed  Programs in  violation of United  States laws and
          regulations or other applicable laws or regulations;
     o    Perform,  publish or release  benchmarks or other comparisons  without
          Consultant's  prior written consent;
     o    Use the  Licensed  Programs  for  any  development  activities  or any
          purpose other than as agreed to in this Agreement; or
     o    Use the  Licensed  Programs  to develop nor shall  Company  market any
          conversion  utility or aid specific to the Licensed  Programs enabling
          users to convert from the Licensed Programs to an alternative product.

3.  Consultant  shall  provide  upgrades,  enhancements,  new  releases,  an new
versions  to the  Licensed  Programs  as they  become  generally  available  and
maintenance for the Licensed Programs and for Client's Application. Increases or
changes in  functionality  to the Client's  Application are not included in this
Agreement.

4. Consultant shall retain all title, copyright, patent, trademark, trade secret
and other intellectual  property rights in or relating to the Licensed Programs,
and any related copies, partial copies, compilations,  modifications, derivative
works or translations thereto.  Client and its employees shall keep the Licensed
Programs  strictly  confidential  and  shall  not  disclose,  permit  access  or
otherwise  distribute  the  Licensed  Programs to anyone  except its  authorized
employees.  All rights not expressly  granted in this  Agreement are reserved by
Consultant.

5. This  Agreement  shall remain in effect for one year from the date hereof and
shall be renewed automatically thereafter for one year terms until terminated by
either  party upon  written  notice given not less than thirty days prior to the
end of the original term or any renewed term.  Upon  termination  or expiration,
Client  shall  cease use of all  copies of the  Licensed  Products,  return  the
original and all copies of the Licensed  Products to  Consultant  and certify to
Consultant in writing that all copies have been destroyed and deleted


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Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              21

<PAGE>



from any computer libraries or storage devices and are no longer used by Client.

6. The Client shall pay the  Consultant an annual license fee that is determined
as follows:  60% of the last full month  hosting fee  charged  under  Appendix D
multiplied by twelve.  The annual  license fee shall be paid at the beginning of
the initial term and at the beginning of any subsequent renewal terms.

7. The Licensed  Programs  are  provided  "AS IS" without  warranty of any kind.
Consultant  disclaims  all  warranties,  express or implied,  including  but not
limited to, the  warranties  of  merchantability  and  fitness for a  particular
purpose.  In no event will Consultant be liable to Client or other party for any
loss or indirect, or incidental, or consequential loss or damage which may arise
from the use, operation, or modification of the Licensed Products.

8. Client may not assign or transfer  its rights or  delegate  its duties  under
this Agreement. Any prohibited assignment shall be null and void.


PHONE ONLINE, INC.                   RETRIEVAL DYNAMICS CORP.

By: /s/ Patrick Conely                  By: /s/ Sharon Ballgae
Print Name: Patrick Conely              Print Name: Sharon Ballgae
Title: Vice Pres.                       Title: Chief Technology Officer









Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              22

<PAGE>



ATTACHMENT 1


Client Name and Address:

Client Site:

Client Contact:
Telephone Number:


Licensed   Product  Release  Media  Operating Serial   CPU Model
Program    Code     Number   Type   System    Number
---------- -------- -------  ------ --------- -------  ---------

BlueMoon
---------- -------- -------  ------ --------- -------  ---------






Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              23

<PAGE>



Exhibit 1

Form of Work Statement

This Work  Statement  No. ___ is entered  into as of this ___ day of  _________,
2000  by  and  between   _______________   ("Client")  and  Phone  Online,  Inc.
("Consultant")  and is  deemed to be  incorporated  into  that  certain  Service
Agreement  dated as of  ____________,  2000 by and between Client and Consultant
(the "Agreement').  Any terms used herein but not defined shall have the meaning
ascribed to such term in the Agreement.


1.       Name and Description of Project:




2.       Description of Deliverables


3.       List of Assumptions

         This section defines the assumptions  under which  Consultant has based
its fees for the  services  being  performed  under  this  Work  Statement.  Any
deviation  from  these  assumptions,  similar to any  deviation  in scope of the
Project,  that  effects  the  delivery  date for the  Deliverables  or  requires
Consultant to incur additional  expenses in order to deliver the Deliverables on
the  delivery  date may be  predicated  upon an  extension  of the Project and a
change in the fees  and/or  timeline  by  Consultant  pursuant to Section 1.4 on
Appendix A of the Agreement.

4.       Documentation to be Produced by Consultant

         Consultant  will  provide  all  technical  documentation  of code to be
delivered  to  Client  following  the Live  date for the  _____________(name  of
software/deliverable) by Client.




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Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
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5.       Key Personnel Assigned for Each Party

         Consultant:

         Client:

6.       Project Schedule


7.       Tasks To Be Completed By Client


8.       Warranty Period, if any.



9.       Payment Schedule (include if fixed price)

The contract  price for the Services to be  performed by  Consultant  under this
Work Statement No. ___ is $_______________, which shall be paid on the following
schedule:



Milestone                  Amount           Invoice
                                            Date

-------------------------  ---------------- -----------------
-------------------------  ---------------- -----------------
-------------------------  ---------------- -----------------
-------------------------  ---------------- -----------------
-------------------------  ---------------- -----------------

ALTERNATIVE 9.  Time and Material Rates (include names and rates)




All payments shall be sent to Consultant's address at:

                               Phone Online, Inc.
                               618 S. Gay St., Suite 200
                               Knoxville, TN 37902




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Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              25

<PAGE>



IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement under seal
as of the day and year indicated above.

Phone Online, Inc.


By: /s/ Patrick Conely
Print Name: Patrick Conely
Title: Vice Pres.

Retrieval Dynamics Corp.

By: /s/ Sharon Ballgae
Print Name: Sharon Ballgae
Title: Chief Technology Officer








Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              26

<PAGE>



Work Statement Number 1

This Work  Statement  No. 1 is entered into as of this ___th day of October 2000
by and between  Retrieval  Dynamics  Corp.  ("Client")  and Phone  Online,  Inc.
("Consultant")  and is  deemed to be  incorporated  into  that  certain  Service
Agreement  dated as of October ___,  2000 by and between  Client and  Consultant
(the "Agreement').  Any terms used herein but not defined shall have the meaning
ascribed to such term in the Agreement.

1.       Name and Description of Project:

QXPrint 1.0 Wireless Application
QXPrint 1.0 is a complete end-to-end system that will provide the Client's users
with the ability to deliver documents to potential clients and business contacts
via selected delivery mechanisms. The methods initially selected for QXPrint 1.0
include email, fax, and print on demand (POD). Documents may be static in nature
or merged  with  client  specific  data in order to provide a more  personalized
delivery  mechanism.  The Consultant  will be responsible for development of the
wireless  interface   component  of  the  Application,   the  Middle  Tier  (MT)
development,  which provides core  functionality  for the  Application,  and for
hosting the entire Application.

2.       Description of Deliverables

The  Consultant  will develop the wireless  component  containing  the following
Application functionality:
     *    User specific functionality
          *    Login
          *    Contact Management (Add Contact / Edit Contact)
     *    Review Personal Document List * Document Publishing/Delivery
     *    Selection of multiple documents for delivery
     *    Selection of multiple recipients for delivery
     *    Selection of delivery mechanism including:
          o    Email
          o    Fax
          o    POD Facility
     *    Cancellation of a pending transaction

The  Consultant  will develop the Middle Tier that provides the  following  core
Application functionality available for use by wireless and web components:
*    Email notice to user for confirmation of transaction.
*    Transaction processing for document delivery
     o    User  initiated  interaction  components  for  transaction  processing
          include:
               *    Selection of one or more documents for delivery
               *    Selection of one or more recipients
               *    Selection of delivery type
               *    Transaction initiation
o    Components that are not user initiated include:
               *    Merging each selected template with one or more contacts
               *    Sending a static document
               *    Error handling
               *    Delivery of confirmation email to user


Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
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<PAGE>



The  Consultant   will  prepare  a  document   package  focused  on  application
architecture,  user interface, and user instructions as well as trouble shooting
methods for application operation problems.

The  Consultant  will  provide two days of training at a location  specified  by
Client.  Client  shall pay for travel  expenses of  Consultant  associated  with
training.

The Client will purchase the following  software.  The  Consultant  will perform
installation and configuration.
*    SQL Server 7.0
*    ASPMail 4.0

The Client will purchase the following  hardware.  The Consultant will configure
server and install all necessary software.
*    Appropriate hardware based on usage, growth, and vendor preference
*    Win2K Advanced Server Pre-installed

The Consultant will handle all setup and configuration of hosting site.


3.       List of Assumptions

         This section defines the assumptions  under which  Consultant has based
its fees for the  services  being  performed  under  this  Work  Statement.  Any
deviation  from  these  assumptions,  similar to any  deviation  in scope of the
Project,  that  effects  the  delivery  date for the  Deliverables  or  requires
Consultant to incur additional  expenses in order to deliver the Deliverables on
the  delivery  date may be  predicated  upon an  extension  of the Project and a
change in the fees  and/or  timeline  by  Consultant  pursuant to Section 1.4 on
Appendix A of the Agreement.

*    Client will provide necessary resources to support Consultant
*    Client  will  make  technical  resources  available  and  provide  accepted
     mechanism for requesting Print on Demand action.
*    The total functionality requirements of the middle tier to be determined in
     workshop to be  conducted by  Consultant.  Client will make  resources  and
     requirements available for the workshop.
*    Client will provide  hardware and  software  delivered to hosting  location
     identified by Consultant




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Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              28

<PAGE>




4.       Key Personnel Assigned for Each Party

         Consultant:
         Bob Leo           Business Director
         Jeff Given        Project Manager
         Benji Harrell     System Architect
         Joe Hitt          Consultant
         Noella Wong       Consultant

         Client:
         Sharron Ballgae   CTO
         David Rippetoe    Director of Business Technology

         Other:
         James Willaimson  MethodFactory Representative
         Mike Brady        MethodFactory Technical Representative

5.       Project Schedule

         The project  schedule will be finalized  during the  Workshop.  It will
include sufficient development and testing periods for the QXPrint product to be
available in a production environment by January 19, 2001.

6.       Tasks To Be Completed By Client
Additional tasks to be determined by Client and Consultant

7.       Warranty Period, if any.

8.       Payment Schedule (include if fixed price)

The contract  price for the Services to be  performed by  Consultant  under this
Work  Statement  No.  1 is  $98,000.00,  which  shall  be paid on the  following
schedule:



Milestone                               Amount       Invoice
                                                     Date
Execution of Letter of Intent           $49,000.00   10/13/00
Start of Testing of Application (on or  $49,000.00
before, 2000) subject to Section 9.1
below.
--------------------------------------  ------------ ---------




Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              29

<PAGE>




9.  Following is a list of third party  hardware and software  that will be paid
for by Client:

The Client will purchase the following  software.  The  Consultant  will perform
installation  and  configuration.

     *    SQL Server 7.0
     *    ASPMail 4.0
     *    Other  software as needed,  subject to prior  approval of Client.  The
          Client will  purchase the  following  hardware.  The  Consultant  will
          configure server and install all necessary software.
     *    Appropriate hardware based on usage, growth, and vendor preference
     *    Win2K Advanced Server Pre-installed

ALTERNATIVE 9.  Time and Material Rates (include names and rates)




All payments shall be sent to Consultant's address at:

                               Phone Online, Inc.
                                Attn. Controller
                               618 S. Gay St., Suite 200
                               Knoxville, TN 37902



IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement under seal
as of the day and year indicated above.

Phone Online, Inc.


By: /s/ Patrick Conely
Print Name: Patrick Conely
Title: Vice Pres.

Retrieval Dynamics Corp.

By: /s/ Sharon Ballgae
Print Name: Sharon Ballgae
Title: Chief Technology Officer





Service Agreement
Retrieval Dynamics Corp.
Copyright 2000, All rights reserved Phone Online, Inc.
                                                                              30