EXHIBIT 10.3











                         BUSINESS DEVELOPMENT AGREEMENT

                                     Between

                            RETRIEVAL DYNAMICS CORP.

                                       And

                               PHONE ONLINE, INC.











RDC Agreement
1/15/2001

<PAGE>



                         Business Development Agreement

         This  Agreement is entered into this ____st day of  September,  2000 by
and between Retrieval Dynamics Corp., a Florida corporation,  with its principle
place of business at 1819 Main St., Suite 600, Sarasota,  FL 34236,  hereinafter
referred to as "RDC",  and Phone  Online,  Inc., a Tennessee  corporation,  with
offices  located  at 618  South  Gay  Street,  Knoxville,  TN 37902  hereinafter
referred to as " PhoneOnline".

Nature of Relationship

         RDC and PhoneOnline  (collectively  "Parties" and individually "Party")
have  various  contacts  in need of services  provided  by RDC and  PhoneOnline.
PhoneOnline   provides   Professional   Services  and  software  development  to
businesses  in the  emerging  mobile  information  market.  RDC has products and
services to benefit  mobile sales forces.  PhoneOnline  and RDC desire to assist
one another in the development of customer relationships.

1.   RDC Transactions

         If one Party introduces ("Introducing Party") the other ("Other Party")
to any company,  entity,  or person ("Third Party") which enters into and closes
on any of the following  transactions with the Other Party (hereinafter referred
to as  "Transactions"),  subject  to all of the  terms  and  conditions  of this
Agreement, then the Other Party shall pay Introducing Party a commission, as set
forth in the this Agreement:

         1.1.  Sale,  lease,  and/or  distribution  of Other  Party  products or
services to Accepted Third Party; or

         1.2.  Engages  Other  Party to  develop a  wireless  solution  for that
business.

2.   RDC Third Parties

         2.1. Introducing Party Shall register in writing, with Other Party, the
name of Third  Parties  with whom Other Party can  usefully  pursue  discussions
pursuant to the scope of this Agreement.

         2.2.  Other  Party  may  accept  or  reject  any  of the proposed Third
Parties contained  in  the  registrations.  Rejection may only be for one of two
reasons:

               2.2.1. The rejected  Third Party was previously  registered  with
Other Party; and/or

               2.2.2. Other Party has a pre-existing and/or current relationship
with the rejected Third Party.


         2.3. After being  accepted by Other Party,  such Third Parties shall be
referred to in this Agreement as "Accepted Third  Parties".  To be considered an
Accepted Third Party the Introducing  Party must introduce Other Party to senior
executives within the Third Party's  organization who have the authority to make
the decision on whether to retain Other Party.  The Third Party must actively be
seeking services or products offered by the Other Party.

         2.4.  PhoneOnline  and RDC will regularly  consult on the substance and
timing of such  discussions  with Accepted  Third  Parties and shall  coordinate
their respective efforts.


RDC Agreement
1/15/2001
                                                                     Page 2 of 5

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3.   Fee and Commission

         3.1.     Other Party will pay to Introducing Party:

                  3.1.1.  A fee of ten  percent  (10%)  of the Net  Revenue,  as
defined below,  derived from Accepted Third Party during the first twelve months
after the Third Party becomes an Accepted Third Party. (the "Commission").

         3.2.  "Net Revenue" is defined as: gross sales,  gross lease  payments,
or  gross  distribution  fees,  less  returns,   allowances,  and
               discounts.

         3.3. Payment of the Commission will be made in cash or cash equivalents
based on the following schedule:

                   3.3.1.  Within  forty-five  (45) days  after  such  funds are
received by Other Party.

         3.4. As of the date of Other Pary acceptance of a Third Party,  and for
a period of twelve (12) months thereafter, Introducing Party will be entitled to
receive the Commission on any transaction with an Accepted Third Party, in which
Commission  would be  required  to be paid  during  the term of this  Commission
Section of this Agreement.

4.   General Provisions of this Fee and Commission Section of this Agreement

         4.1. Nothing in this Commission Section of this Agreement will obligate
Other Party to pursue  discussions  or execute  agreements  with Accepted  Third
Parties,  except on terms acceptable by Other Party.  Such terms are entirely at
the discretion of Other Party.

         4.2. Other Party agrees that financial  data,  product plans,  business
plans,  and other  information  of Introducing  Party are of a confidential  and
proprietary  nature and Other Party will not  disclose  any of such  information
without the prior approval of Introducing Party.


         4.4  This  Agreement  shall  be  governed  by  the laws of the State of
Tennessee.

         4.5 This  agreement may be  terminated  for any reason by providing the
other  party  thirty  days  written  notice  of   termination.   Confidentiality
provisions and payment  provisions shall continue to apply after  termination of
the Agreement for the applicable period.

         4.6 This Agreement constitutes the entire agreement between the Parties
with  respect  to the  subject  matter  hereof  and  supersedes  all  prior  and
contemporaneous  agreements  and  understandings.  However,  the  terms  of  the
Confidentiality  Agreement  attached as Exhibit A shall continue to apply.  Each
Party will provide marketing information that may be distributed to the Accepted
Third Parties.

         4.7  This  Agreement  may  not  be  amended except by written agreement
executed by both Parties.

RDC Agreement
1/15/2001
                                                                     Page 3 of 5

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         4.8 This Agreement may be signed in two or more  counterparts,  each of
which  shall  be  considered  an  original  and  which  shall,  taken  together,
constitute this Agreement.

         4.9  Neither  party  shall  make warranties or representations to third
parties on behalf of the other.


         RDC and PhoneOnline  intending to be legally bound,  have each executed
this  Agreement as of the day and year set forth in the first  paragraph of this
Agreement.



RDC                                      PhoneOnline
RETRIEVAL DYNAMICS CORP.                 PHONE ONLINE, INC.
/s/ David Rippitoe                       /s/ Craig Cantrell
-----------------------------------      ---------------------------------
Director of Development                  Craig Cantrell, VP & Chief Operating
-----------------------------------      Officer



RDC Agreement
1/15/2001
                                                                     Page 4 of 5

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RDC Third Party Registration with Phone Online (to be completed by RDC)


Account Name                   Date                       Initial








Phone Online Third Party Registration with RDC (to be completed by Phone Online)


Account Name                  Date                       Initial






RDC Agreement
1/15/2001
                                                                     Page 5 of 5

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Exhibit A
Confidentiality Agreement


**attach signed NDA**


RDC Agreement
1/15/2001
                                                                    Page 6 of  5