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                                 e-PROFILE, INC.

                            CONDITIONS OF EMPLOYMENT


In order to minimize or avoid misunderstanding and to clearly set forth the
intention of the parties, these conditions of employment cover, among other
things, the nature and extent to the protection that the parties think fair and
equitable to afford e-PROFILE, Inc. (the Company), its customers and its
customer's clients reasonable protection against the wrongful appropriation of
trade secrets and property rights.

The following are deemed valuable, special and unique assets: lists of prospects
and customers, methods of product development, computer specifications and
programs, financial data of customers or clients, trade secrets, product
pricing, strategic plans, company financial data, and other confidential
information. These special and unique assets may not, during or after
employment, be disclosed to any person, firm, corporation, association or other
entity for any reason whatsoever without the consent of the Company. Employee
recognizes that the loss or disclosure, or threatened loss or disclosure, of
such assets may give rise to irreparable harm to the Company which will be
difficult to assess in terms of monetary damages, and Employee therefore agrees
that the Company may enforce its rights by means of injunction in addition to
any other remedies that may be available for such breach or threatened breach.

Employee agrees that all terminals, modems and other equipment, employee lists,
documentation, specifications, program listings, literature, promotional
material, and all lists of customers and/or customer records he/she receives,
creates or maintains in the conduct of the Company's business are the property
of e-PROFILE and upon termination of his/her employment, regardless of the
circumstances of such termination, will be returned.

Employee agrees to disclose to the Company all inventions, whether or not said
inventions are patentable, made or conceived by him/her, solely or jointly,
during the term and within the scope of his/her employment. Employee hereby
assigns to the Company, its successors and assigns, all of his/her right, title
and interest in and to said inventions, and agrees that, during and after the
term of his/her employment, he/she will do all things and perform all acts
necessary to enable the Company to file, obtain, enforce and defend patents for
such inventions and to protect the Company's right, title and interest in and to
said inventions. In the event a defense against such patents shall occur or be
required after the term of employment, the Company shall reimburse Employee for
his/her expenses incurred in connection with such defense. Employee further
agrees, except as required in the conduct of the Company's business, or as
authorized in writing by the Company, not to publish or disclose, or authorize
anyone else to publish or disclose, during the term of his/her employment
hereunder or subsequent thereto, any private or proprietary knowledge concerning
any invention assignable to the company, or any other confidential information
of the Company.

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Chief Financial Officer, e-PROFILE, Inc.          Employee Signature

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                                                  Employee Name (Print clearly)
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              Date                                               Date

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