EXHIBIT 10.9

                             PARTICIPATION AGREEMENT


         THIS AGREEMENT (the "Agreement")  dated February 3, 2004 by and between
SEARCHHELP,  INC.,  a Delaware  corporation  ("SearchHelp"),  having a principal
address  at 1055  Stewart  Avenue,  Suite  12,  Bethpage,  New  York  11714  and
Environmental  Commercial  Technology  Corp.,  a Delaware  corporation  ("ETS"),
having a principal address at 12 Circle Way, Sea Cliff, NY 11579.

                                    RECITALS

         WHEREAS,  Bioneutral Laboratories  Corporation USA ("Bioneutral") holds
an exclusive  license (the "License") in connection with a certain compound (the
"Compound");

         WHEREAS,  ETS is a party  with  Bioneutral  to a certain  Agreement  to
Supply and Allow  Distribution  of Product  (the  "LDA") of even date  herewith,
pursuant to which ETS has been  granted  certain  rights to market the  Compound
with respect to its  usefulness  in the  remediation  and ability to prevent the
growth of mold and fungus (the  "Product"),  a true and  complete  copy of which
LDA,  conforming  to the  executed  version,  ETS  previously  has  supplied  to
SearchHelp;

         WHEREAS,  a description of the Product is attached to this Agreement as
Schedule A;
-----------

         WHEREAS,  SearchHelp  and ETS  desire  that ETS grant to  SearchHelp  a
participation interest in the "Gross Sales" of the Product equal to five percent
(5%) of the amount of such "Gross Sales" for a specified period; and

         WHEREAS,  the  consideration  payable  by  SearchHelp  to ETS  for  the
acquisition  of the  Interest  shall be certain  cash,  securities  and  certain
services.

         NOW,  THEREFORE,  SearchHelp and ETS, in consideration of the foregoing
and the agreements contained herein, hereby agree as follows:

1.  DEFINITIONS

         The following terms shall have the following meanings:

         "Additional Interest" has the meaning set forth in Section 2.

         "Affiliate"  of any person or entity  means any other  person or entity
that,  directly or  indirectly,  controls,  is controlled by, or is under common
control with such person or entity.

         "Aggrieved Party" has the meaning set forth in Section 8.

         "Agreement" has the meaning set forth in Preamble.

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         "Bioneutral  Letter  Agreement"  means  the  letter  agreement  between
Bioneutral and SearchHelp of even date herewith.

         "Cash Portion" has the meaning set forth in Section 3.

         "Common Stock" has the meaning set forth in Section 3.

         "ETS" has the meaning set forth in Preamble.

         "ETS Warrant" has the meaning set forth in Section 3.

         "Gross Sales" means the total  consideration  attributable to all Sales
of the  Product to a third  party  received by ETS,  less  returns,  allowances,
taxes, shipping charges, duties, excise taxes, and expenses passed through to or
reimbursed by a purchaser or user of Product.  Without  limiting the  foregoing,
Gross Sales shall also include all sub-licensing, sub-contracting or rental fees
received by ETS. There is no cap on the annual Gross Sales. For purposes of this
Agreement,  Gross Sales shall be  calculated  on a cash basis if when and to the
extent such cash is actually  received by ETS,  except that any Sales that shall
accrue in the final  quarter-year of the term of this Agreement will be included
in Gross Sales  regardless  of when paid.  Payments to  SearchHelp in respect of
Sales that occur in the final  quarter-year  of the term of this Agreement shall
be due as and to the extent the underlying  cash revenues are actually  received
by ETS, at anytime from time to time.

         SearchHelp  understands and  acknowledges  that pursuant to the LDA (i)
ETS's rights with respect to the Products is limited to the territory and to the
applications  set forth in the LDA;  (ii)  certain  Affiliates  of ETS,  related
parties to ETS or other third  parties may acquire or have rights to the Product
outside  of  ETS's  current  territory  or  for  applications   other  than  the
applications  currently set forth in the LDA. SearchHelp shall have no rights to
any  revenues  earned or received by any entity where such  revenues  arise from
either  (i)  sales or  either  activities  outside  of the  territory  currently
reserved to ETS in the LDA; or (ii) sales or other activities occurring anywhere
in the world relating to any application not specifically and currently reserved
to ETS in the LDA.

         Gross Sales shall also include the excess of (x) any payments  that ETS
receives from Bioneutral as  indemnification  against  liability under any final
judgment  in  proceedings  brought by a third  party  against ETS in which it is
determined  that ETS's  marketing  of Licensed  Products (as defined in the LDA)
infringed any third party's copyright,  patents, trade marks, industrial designs
or other intellectual property rights over (y) ETS' costs of its defense in such
proceedings.

         In the event ETS obtains  rights with respect to the Product (where the
"stated use" (as defined in the LDA) is principally to control, remediate, abate
or otherwise affect mould or fungus) outside of the current territory,  ETS will
negotiate in good faith the possibility of and the terms and conditions pursuant
to which  SearchHelp's  Interest  may be  expanded  to include  any Gross  Sales
arising as a consequence of the foregoing.

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         In the event ETS  exploits  its current  rights under the LDA through a
wholly owned  subsidiary or through a partially  owned  subsidiary,  Gross Sales
shall include ETS's allocable proportion of such entity's activities.  By way of
example,  if ETS were to own 75% of an entity that was  deriving  revenues  from
activities that would be included within  SearchHelp's  Interest as set forth in
this Agreement, then 75% of such entity's revenues from Products would be deemed
Gross Sales that are subject to this Agreement.

         It is further  understood and agreed that, until the full amount of the
payment specified in Section 3.1 below is received by or has been offset by ETS,
Gross Sales shall not include any revenues  attributable  to or derived from the
portion of ETS' business  relating to sales of the Product for use in Commercial
Properties (as such term is defined in the LDA).

         "Indemnifying Party" has the meaning set forth in Section 8.

         "Interest" has the meaning set forth in Section 2.1.

         "License" has the meaning set forth in the Recitals.

         "Participation Period" has the meaning set forth in Section 2.

         "Product" has the meaning set forth in the Recitals.

         "Purchase Price" has the meaning set forth in Section 3.

         "Sale"  means any bona fide  transaction  for  which  consideration  is
received by ETS or a relevant  subsidiary for the sale, use, lease,  transfer or
other disposition of the Product. For purposes of this Agreement,  a Sale of the
Product shall be deemed  completed at the time ETS or such  subsidiary  receives
payment on account of such Sale.

         "SearchHelp" has the meaning set forth in Preamble.

         "SearchHelp Audit" has the meaning set forth in Section 2.

         "Securities Act" has the meaning set forth in Section 3.

         "Shares" has the meaning set forth in Section 3.

         "Trigger  Quarter"  means  the  first  Calendar  quarter  in which  the
payments  to  SearchHelp  for  that  quarter  and for all  prior  quarters  have
aggregated at least $ 50,000.

         "Warrant Shares" has the meaning set forth in Section 3.

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2.  THE INTEREST

     2.1  In  consideration  for the Purchase  Price set forth in Section 3, ETS
hereby  grants  and  transfers  to  SearchHelp  a  participation  interest  (the
"Interest") in all Gross Sales during the period commencing  January 1, 2004 and
ending  sixty-six  (66) months  after the first day of the Trigger  Quarter (the
"Participation  Period").  The  Interest  shall equal five percent (5%) of Gross
Sales.

     2.2  Simultaneously  with any  payment to  Bioneutral,  but no more than 45
days after the end of each calendar quarter during the Participation Period, ETS
shall pay to  SearchHelp  an amount in good United  States  funds,  equal to the
Interest,  payable for such quarter. For each such quarter,  whether there shall
be a payment due or not, ETS shall deliver to SearchHelp a statement  showing in
reasonable  detail the Gross Sales for that quarter,  specifying  all deductions
taken in calculating such Gross Sales (the "ETS Report").

     2.3  At any time, but no more than two (2) times per year,  upon reasonable
notice, SearchHelp or its agents shall have the right to examine and take copies
from  ETS's  relevant  books and  records in order to verify the amount of Gross
Sales for any period ("SearchHelp Audit").  SearchHelp and its agents shall keep
confidential  all  information  and  documents  made  available to SearchHelp in
connection with such SearchHelp Audit, shall use such documents and information,
solely for the purpose of calculating and recovering any sums due to SearchHelp,
and shall return all documents, notes, and other records so obtained immediately
following the final resolution of the SearchHelp  Audit. If after any SearchHelp
Audit, it shall be demonstrated  that additional  amounts are due to SearchHelp,
ETS shall promptly pay such additional  amounts  together with interest from the
date such amounts  should have been paid equal to the prime rate as published by
Citibank N.A. on the date such amounts shall have been paid.

     2.4  Notwithstanding  the  provisions of Section 2.3, if after a SearchHelp
Audit it is demonstrated  that the amount paid to SearchHelp for any quarter was
deficient  by  $75,000  or  more,  then  ETS  shall  pay to  SearchHelp  (i) all
reasonable out of pocket expenses in connection with the SearchHelp Audit, up to
a  maximum  of  $10,000  per  SearchHelp  Audit,  and  (ii) the  amounts  due to
SearchHelp in accordance with the terms in Section 2.3.

     2.5  Each ETS  Report  and the  payment  of any sums due to  SearchHelp  in
connection  therewith  shall be deemed  final,  binding  and not  subject to any
challenge,  dispute  or right to audit by  SearchHelp  18 months  after such ETS
Report is received by SearchHelp,  unless prior thereto SearchHelp has delivered
notice to ETS that it disputes any calculation in such ETS report.

3.  PURCHASE PRICE

     3.1  In  consideration  for the transfer of the Interest to SearchHelp,  at
the Closing,  ETS will receive from SearchHelp the following purchase price (the
"Purchase Price"):

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       (a)    $600,000 in cash ("Cash Portion").  The Cash Portion shall be paid
(i) $400,000  upon the execution of this  agreement;  (ii) $100,000 on or before
March 15, 2004 (the "March  Payment") and (iii)  $100,000 on or before August 5,
2004 (the  "August  Payment");  provided,  however,  that in the event the March
Payment is not made when due,  then  commencing  on the due date of such payment
and until the March Payment is made, SearchHelp shall not be entitled to receive
or accrue any payments otherwise due with respect to the Interest; and provided,
further,  that if the  August  Payment  is not paid in full  when  due,  ETS may
thereafter offset any amounts owing to SearchHelp  against any amounts remaining
on such obligation; and

       (b)    575,000 presently unregistered shares (the "Shares") of SearchHelp
common stock, par value $.0001 ("Common Stock"); and

       (c)    a warrant  (the "ETS  Warrant"),  in the form  attached  hereto as
Exhibit A, to purchase  575,000  presently  unregistered  shares  (the  "Warrant
---------
Shares") of SearchHelp  Common Stock, at an exercise price of $.33 per share (or
such exercise price as may result as a consequence of any adjustment  thereto as
set forth herein or in the ETS Warrant)  (the  "Exercise  Price").  The right to
purchase the Warrant  Shares  pursuant to the ETS Warrant will vest  immediately
and be exercisable through June 30, 2010. The ETS Warrant will not be registered
under the Securities Act of 1933, as amended (the "Securities Act").

       (d)    REGISTRATION.  On or before June 30, 2004, SearchHelp will cause a
              ------------
registration  statement  (the  "Registration  Statement")  to be filed  with the
Securities and Exchange  Commission (the "SEC") to permit or facilitate the sale
of:

              (i)    the presently  unregistered Shares referred to in paragraph
       3.1 (b) above; and

              (ii)   the 1,725,000 presently unregistered shares of Common Stock
       that are being  conveyed  by  SearchHelp  to  Bioneutral  pursuant to the
       Bioneutral Letter Agreement (such shares, the "Bioneutral Shares"); and

              (iii)  the presently unregistered shares of Common Stock which may
       be acquired upon the exercise of the  "Bioneutral  Warrant" (as that term
       is defined in the Bioneutral Letter Agreement); and

              (iv)   all of the presently  unregistered Warrant Shares which may
       be acquired upon the exercise of the ETS Warrant to be  registered  under
       the Securities Act ("Registration Statement").  SearchHelp covenants that
       it  shall  maintain  the  effectiveness  of  the  foregoing  Registration
       Statement  until  (x) the  closing  bid  price of the  Common  Stock,  as
       reported by the principal  market on which such Common Stock trades,  has
       been equal to or exceeded  $1.00 on at least ninety  percent (90%) of the
       trading days within any period of six consecutive  months,  or (y) all of
       the shares registered under such  Registration  Statement have been sold,
       whichever is earlier.  In the event that the Registration  Statement does
       not become  effective  within the following time frames then the Exercise
       Price shall be decreased for the  unexercised  portion of the shares that
       may be acquired pursuant to the ETS Warrant and the Bioneutral Warrant as
       follows:

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REGISTRATION STATEMENT NOT EFFECTIVE:                 EXERCISE PRICE
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On or before September 1, 2004                             $.32
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On or before October 1, 2004                               $.31
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On or before November 1, 2004                              $.30
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On or before December 1, 2004                              $.28
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On or before January 1, 2005                               $.27
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On or before February 1, 2005                              $.23
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On or before March 1, 2005                                 $.21
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On or before April 1, 2005                                 $.19
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On or before May 1, 2005                                   $.17
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On or before June 1, 2005                                  $.15
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On or before July 1, 2005                                  $.13
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On or before August 1, 2005                                $.11
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On or before September 1, 2005                             $.09
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On or before October 1, 2005                               $.07
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On or before November 1, 2005                              $.05
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On or before December 1, 2005                              $.03
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On or before January 1, 2006                               $.01
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         In the event that the  effectiveness of the  Registration  Statement is
delayed  in  order to  respond  to a  comment  letter  from  the SEC  containing
substantive  comments  relating solely to ETS or Bioneutral,  ETS and SearchHelp
shall  cooperate  in the  preparation  of the  response  and the lowering of the
Exercise  Price as set forth  above  shall be delayed  for the  period  from the
receipt of such comment  letter by  SearchHelp  until all of such  comments have
been resolved to the satisfaction of the SEC.

     3.2  In addition to the lowering of the Exercise  Price as set forth above,
in the event that the Registration  Statement shall not have become effective on
or before January 1, 2005 and, as long as no portion of the ETS

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Warrant  has been  exercised,  ETS may at any  time  thereafter  terminate  this
Agreement  and within ten (10) days of such  termination,  return to  SearchHelp
both (i) the Cash  Portion of the  Purchase  Price,  less any  Interest  paid to
SearchHelp, (ii) the ETS Warrant and (iii) 287,500 Shares or, to the extent that
287,500 Shares are not then in ETS'  possession,  fifteen cents ($0.15) for each
such Share that is no longer in ETS' possession.

     3.3  The expiration of the ETS Warrant shall automatically be extended such
that it shall  not  expire  until  six years  after  the  effective  date of the
Registration Statement;  provided that such expiration shall be further extended
for an  additional  number of days equal to the actual  number of days,  if any,
after such  effective  date,  that ETS is not permitted to sell such  registered
securities  under  the  Registration  Statement  (or a  subsequent  Registration
Statement filed in replacement thereof) for any reason.

     3.4  SearchHelp shall pay all fees and expenses incident to the performance
of or compliance with this Agreement by SearchHelp, including without limitation
all  registration  and filing fees and expenses,  including  without  limitation
those related to filings with the SEC,  Nasdaq (or other exchange or market) and
in connection with applicable state securities or "Blue Sky" laws.

     3.5  In addition  to the payment of the  Purchase  Price,  SearchHelp  will
provide consulting services to ETS in connection with the marketing and sales of
the Product as part of  SearchHelp's  larger  presence in the indoor air quality
arena.

4.     ETS PURCHASE RIGHT

         ETS shall have the option (but not the obligation) to purchase or
terminate the Interest at any time after two (2) years from the date of this
Agreement for a purchase price of $25,000,000 to be payable to SearchHelp over
eight (8) years at the rate of $3,125,000 per year, payable quarterly on the
last day of each quarter at a rate of $781,250 per quarter, and evidenced by a
promissory note, which promissory note shall be "full recourse" to ETS and shall
be on such other terms and conditions as are reasonably agreed to by ETS and
SearchHelp.. ETS shall provide SearchHelp with written notice of its exercising
of this option. If ETS shall not make any such payment within 15 days after its
due date which shall mutually be determined at the time of exercise of this
option, all remaining payments shall automatically and without further action
become immediately due and payable and shall bear interest, from and after such
failure to pay, at the rate of 10% per annum.


5.     CONFIDENTIALITY

         Each party will keep confidential the content of this Agreement and all
information concerning the within transaction, including, but not limited to
financial information, customer lists and business plans, and neither party
shall make any disclosure of its content in any manner without the prior written
consent of the other party, except to such party's advisors as necessary in
connection with the transaction.

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6.     REPRESENTATIONS AND WARRANTIES OF ETS

         As an  inducement  to  SearchHelp  to enter into this  Agreement and to
consummate the transactions  contemplated hereby, ETS represents and warrants to
SearchHelp  that each of the  following  statements  is true on the date of this
Agreement:

     6.1  ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING.
          ------------------------------------------------

         (a)  ETS is a corporation  duly  organized and validly  existing and in
good standing under the laws of its  jurisdiction  of  organization  and has all
requisite  power and  authority  (corporate  and  otherwise)  to own,  lease and
operate its assets and  properties  and to carry on its  business  as  presently
conducted.

         (b)  ETS is duly qualified and in good standing to transact business as
a foreign person wherever the conduct of its business requires.

     6.2  AUTHORIZATION, EXECUTION AND ENFORCEABILITY. ETS has all requisite
          -------------------------------------------
power and authority to execute,  deliver and perform its obligations  under this
Agreement and all other agreements,  documents and instruments related to any of
the   transactions   contemplated  by  this  Agreement  and  to  consummate  the
transactions  contemplated hereby and thereby. The execution and delivery by ETS
of this Agreement and all such documents to which it is or will be a party,  and
the  performance by ETS of its respective  obligations  hereunder and thereunder
have been duly and validly  authorized  by all  requisite  action on the part of
ETS,  and this  Agreement  and each other  document to which ETS is or will be a
party has been, or upon the execution thereof will be, duly and validly executed
and delivered by ETS, and  constitutes,  or upon its execution and delivery will
constitute,  a valid and binding obligation of ETS,  enforceable  against ETS in
accordance  with  its  terms  subject  to  applicable  bankruptcy,   insolvency,
reorganization,  moratorium  and other  laws  affecting  the  enforceability  of
creditors' rights generally and to general equity principles.

     6.3  CONSENTS. All consents and approvals required to be obtained or
          --------
provided by ETS in connection  with the execution,  delivery and  performance by
ETS of this Agreement have been obtained and delivered to SearchHelp.

     6.4  TITLE TO PRODUCT AND LDA. ETS has good title to the rights to the
          ------------------------
Product and the LDA free and clear of all encumbrances, of any kind or character
except as set forth in the LDA. ETS makes no  representations as to the terms of
the LDA or the effectiveness of the Product.

     6.5  THE LDA. The LDA is in full force and effect and is valid and
          -------
enforceable by ETS in accordance with its terms.  Neither ETS nor any subsidiary
nor any other party is in default in the  observance or the  performance  of any
term or  obligation  to be  performed  by it under the LDA. The LDA has not been
modified or amended.

     6.6  THE PRODUCT. ETS has made no representation, promises, guarantees
          -----------
or  statements to SearchHelp as to the sales levels of the Products that ETS may
be able to attain,  the revenues  that  SearchHelp  may derive  pursuant to this
Agreement,  the  effectiveness  of the  Product  or the  status of any  entity's
intellectual  property,  patent,  or other  rights  to the  Product.  SearchHelp
acknowledges that (i) no sales of Product or any other revenues arising from the

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Product  have been  effected by ETS;  (ii) the ability to generate  sales of the
Product may be subject to patents, obtaining governmental, regulatory approvals,
or insurance  coverage,  which patents,  approvals or insurance  coverage may be
difficult or impossible to obtain or which might result in significant delays;

       Without limitation to the foregoing, SearchHelp acknowledges that ETS has
not made, and  SearchHelp  has not relied upon,  any promises,  representations,
statements,  or  projections  except those that are  expressly set forth in this
Agreement.

       SearchHelp  has  selected  and engaged  such  expert(s) as it sees fit to
evaluate  the Product and has made its own,  independent  decision to enter into
this Agreement.

     6.7  NO UNTRUE STATEMENTS.  No statement by ETS contained in this Agreement
          ---------------------
contains any untrue statement of a material fact, or omits or will omit to state
a material fact necessary in order to make the statements  therein contained not
misleading.


     6.8  SECURITIES MATTERS.
          ------------------

       (a)    ETS understands  that the Shares,  the ETS Warrant and the Warrant
Shares  have not  been  registered  under  the  Securities  Act,  or  under  the
securities laws of any U.S. state jurisdiction or other jurisdiction,  by reason
of a specified exception from the registration provisions thereunder.

       (b)    ETS acknowledges that the Shares,  the ETS Warrant and the Warrant
Shares  must be  held  indefinitely  unless  and  until  they  are  subsequently
registered  under the Securities Act and under  applicable state securities laws
or an exemption from such registration is available.

       (c)    ETS  understands  that all  certificates  for the  Shares  and the
Warrant  Shares  issued to them  shall  bear a legend in the  substantially  the
following form:

              "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT
              BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE
              SHARES HAVE BEEN ACQUIRED FOR  INVESTMENT AND MUST BE
              HELD   INDEFINITELY   UNLESS  THEY  ARE  SUBSEQUENTLY
              REGISTERED  UNDER  SAID  ACT OR,  IN THE  OPINION  OF
              COUNSEL   TO   THE   COMPANY,   AN   EXEMPTION   FROM
              REGISTRATION UNDER SAID ACT IS AVAILABLE. ANY ROUTINE
              SALES OF THE SECURITIES WHICH MAY BE MADE IN RELIANCE
              UPON RULE 144 UNDER SAID ACT,  IF  AVAILABLE,  CAN BE
              MADE  ONLY IN  ACCORDANCE  WITH ALL OF THE  TERMS AND
              CONDITIONS  OF  THAT  RULE.   THE  COMPANY  MAKES  NO
              REPRESENTATION   THAT  IT  WILL  MEET  THE  REPORTING
              REQUIREMENTS OR ANY OTHER REQUIREMENTS OF RULE 144."

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6A.  ADDITIONAL PROVISION CONCERNING THE LICENSE AND THE LDA

       ETS covenants  and agrees that it shall not consent to any  amendments to
or modifications of the LDA until the date that is six months following the date
hereof.  ETS further covenants and agrees that it shall notify SearchHelp of any
amendments  or  modifications  to (i) the LDA made  after such date and (ii) the
License if such amendment or modification affects the LDA, whenever made. In the
event that SearchHelp reasonably determines that any such change is material and
adverse to  SearchHelp,  ETS shall  first have the option to continue to perform
its agreements with SearchHelp as if such amendment or modification had not been
made to the LDA or the License; provided, however, that if ETS does not continue
to so perform,  SearchHelp shall have the right to terminate this Agreement and,
in such case,  ETS shall  promptly  return to SearchHelp the Cash Portion of the
Purchase  Price,  any shares of the Common  Stock  received  by ETS  pursuant to
Section 3.1(b) above that remain in ETS'  possession and shall pay to SearchHelp
fifteen cents ($0.15) for each such share that is no longer in ETS'  possession.
In the event that this Agreement is terminated  pursuant to this Section 6A, the
registration  rights provisions set forth in Section 3.1(d) above shall be of no
further force and effect;  provided that the Exercise  Price for the shares that
may be acquired  pursuant to the ETS Warrant and the  Bioneutral  Warrant  shall
remain  fixed  at the  price  in  effect  at the  time of such  termination,  as
determined  by the  schedule  set  forth in such  section.  Notwithstanding  the
foregoing,  this Section 6A shall not apply to a termination  of the LDA for any
reason during the term hereof if Bioneutral  grants  SearchHelp a  participation
interest (on terms  substantially  identical to the terms  hereof) in accordance
with  Section 4 of the  Bioneutral  Letter  Agreement.

7.   REPRESENTATIONS  AND WARRANTIES BY SEARCHHELP

       As an  inducement  to ETS to enter into this  Agreement and to consummate
the transactions  contemplated hereby, SearchHelp represents and warrants to ETS
that each of the following  statements is true on the date of this Agreement and
at the Closing.

     7.1  ORGANIZATION, POWER, AUTHORITY AND GOOD STANDING.
          ------------------------------------------------

               (a)  SearchHelp  is a  corporation  duly  organized  and  validly
           existing and in good standing under the laws of its  jurisdiction  of
           organization and has all requisite power and authority (corporate and
           otherwise) to own, lease and operate its assets and properties and to
           carry on its business as presently conducted.

               (b)  SearchHelp  is  duly  qualified  and  in  good  standing  to
           transact  business as a foreign  person  wherever  the conduct of its
           business requires.

     7.2  AUTHORIZATION, EXECUTION AND ENFORCEABILITY. SearchHelp has all
          ---------------------------------------------
requisite  power and authority to execute,  deliver and perform its  obligations
under this Agreement and all other agreements, documents and instruments related
to any of the transactions  contemplated by this Agreement and to consummate the
transactions  contemplated  hereby and thereby.  The  execution  and delivery by
SearchHelp of this  Agreement and all such documents to which it is or will be a
party, and the performance by SearchHelp of its respective obligations hereunder
and thereunder have been duly and validly  authorized by all requisite action on

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the part of  SearchHelp,  and this  Agreement  and each other  document to which
SearchHelp is or will be a party has been,  or upon the  execution  thereof will
be, duly and validly executed and delivered by SearchHelp,  and constitutes,  or
upon its execution and delivery will constitute,  a valid and binding obligation
of  SearchHelp,  enforceable  against  SearchHelp in  accordance  with its terms
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other laws affecting the  enforceability  of creditors'  rights generally and to
general equity principles.

     7.3  ISSUANCE. The issuance of the Shares has been duly and validly
          --------
authorized by all necessary  corporate and  shareholder  action and, when issued
and paid for pursuant to this Agreement,  will be validly issued, fully paid and
non-assessable shares of Common Stock of SearchHelp. The issuance of the Warrant
Shares has been duly and  validly  authorized  by all  necessary  corporate  and
shareholder  action and,  when issued and paid for  pursuant to the terms of the
ETS Warrants,  will be validly issued,  fully paid and non-assessable  shares of
Common Stock of SearchHelp.

     7.3  CONSENTS. All consents and approvals required to be obtained or
          --------
provided  by  SearchHelp  in  connection   with  the  execution,   delivery  and
performance  by SearchHelp of this Agreement have been obtained and delivered to
ETS.

     7.4  NO UNTRUE STATEMENTS. No statement by SearchHelp contained in this
          --------------------
Agreement or in  SearchHelp's  periodic  reports filed with the SEC contains any
untrue  statement of a material  fact, or omits or will omit to state a material
fact necessary in order to make the statements therein contained not misleading.

     7.5  NO OTHER REPRESENTATIONS. SearchHelp makes no representation about
          ------------------------
its company,  business or stock price,  except for  statements  contained in its
filings with the SEC.

     7.6  SECURITIES ACT REPRESENTATIONS. SearchHelp has not offered or sold
          ------------------------------
and will not  offer  or sell  any  other  securities  in  connection  with  this
transaction other than the Shares, the Warrant Shares, the Bioneutral Shares and
the  shares  of  Common  Stock to be  issued  pursuant  to the  exercise  of the
Bioneutral  Warrant (the "Bioneutral  Warrant  Shares").  The sale of the Shares
hereunder  is, and the issuance of the Warrant  Shares upon  exercise of the ETS
Warrants will be, exempt from the  registration  requirements  of the Securities
Act. Neither SearchHelp,  nor any of its Affiliates,  or, to its knowledge,  any
person  or entity  acting  on its or their  behalf  has  engaged  in any form of
general  solicitation or general advertising (within the meaning of Regulation D
under the  Securities  Act) in connection  with the offer or sale of the Shares,
Bioneutral Shares, the Warrant Shares or the Bioneutral Warrant Shares.  Neither
SearchHelp,  nor any of its  Affiliates,  nor to its  knowledge,  any  person or
entity  acting on its or their  behalf  has,  directly or  indirectly,  made any
offers or sales of any  security  or  solicited  any offers to buy any  security
other than pursuant to this Agreement and the Bioneutral Letter Agreement, under
circumstances  that would require  registration  under the Securities Act of the
Shares, Bioneutral Shares, the Warrant Shares or the Bioneutral Warrant Shares..


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8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

     8.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
          -------------------------------------------
and warranties  contained in this Agreement  shall survive until two years after
the end of the Participation Period.

     8.2  ETS'S INDEMNIFICATION OBLIGATIONS. Subject to the terms and conditions
          -----------------------------------
of this Section 8, ETS agrees to indemnify and hold SearchHelp  harmless against
any and all losses, costs and expenses (including, without limitation, legal and
other expenses), resulting from or relating to:

       (a)    any  misrepresentation  or breach of any warranty of ETS contained
in this Agreement;

       (b)    any breach of any covenant of ETS contained in this Agreement; and

       (c)    any and all actions, suits, demands, assessments or judgments with
respect to any claim  arising out of or  relating  to the subject  matter of the
indemnification.

     8.3  SEARCHHELP'S INDEMNIFICATION OBLIGATIONS.  Subject  to  the  terms and
          ----------------------------------------
conditions  of this  Section  8,  SearchHelp  agrees to  indemnify  and hold ETS
harmless  against any and all losses,  costs and  expenses  (including,  without
limitation, legal and other expenses), resulting from or relating to:

       (a)    any   misrepresentation   or  breach  of  warranty  of  SearchHelp
              contained in this Agreement;

       (b)    any  breach  of any  covenant  of  SearchHelp  contained  in  this
              Agreement; and

       (c)    any and all actions, suits, demands, assessments or judgments with
              respect to any claim  arising  out of or  relating  to the subject
              matter of the indemnification.

     8.4  PROCEDURE FOR INDEMNIFICATION CLAIMS.  The  respective indemnification
          ------------------------------------
obligations  of ETS and  SearchHelp  pursuant to  Sections  8.2 and 8.3 shall be
conditioned upon compliance by ETS and SearchHelp with the following  procedures
for  indemnification  claims  based upon or arising out of any claim,  action or
proceeding by any person not a party to this Agreement:

       (a)    If at any time a claim shall be made or  threatened,  or an action
or  proceeding  shall be  commenced or  threatened,  against a party hereto (the
"Aggrieved  Party")  which  could  result in  liability  of the other party (the
"Indemnifying  Party")  under its  indemnification  obligations  hereunder,  the
Aggrieved  Party  shall give to the  Indemnifying  Party  prompt  notice of such
claim,  action or  proceeding.  Such notice shall state the basis for the claim,
action or  proceeding  and the  amount  thereof  (to the extent  such  amount is
determinable  at the time when  such  notice is  given)  and  shall  permit  the
Indemnifying Party to assume the defense of any such claim, action or proceeding
(including any action or proceeding  resulting from any such claim).  Failure by
the  Indemnifying  Party to notify the Aggrieved Party of its election to defend
any such claim,  action or proceeding  within a reasonable time, but in no event
more than  fifteen  days  after  notice  thereof  shall  have been  given to the
Indemnifying  Party,  shall be deemed a waiver by the Indemnifying  Party of its

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<PAGE>
right to defend such claim, action or proceeding;  provided,  however,  that the
Indemnifying  Party  shall not be deemed to have waived its right to contest and
defend against any claim of the Aggrieved  Party for  indemnification  hereunder
based  upon or  arising  out of such  claim,  action or  proceeding.

       (b)    If the  Indemnifying  Party assumes the defense of any such claim,
action or proceeding, the obligation of the Indemnifying Party as to such claim,
action or  proceeding  shall be  limited to taking  all steps  necessary  in the
defense or settlement thereof and, provided the Indemnifying Party is held to be
liable for  indemnification  hereunder,  to holding the Aggrieved Party harmless
from and  against  any and all  losses,  damages  and  liabilities  caused by or
arising out of any settlement approved by the Indemnifying Party or any judgment
or award  rendered in  connection  with such claim,  action or  proceeding.  The
Aggrieved Party may participate,  at its expense,  in the defense of such claim,
action or  proceeding  provided  that the  Indemnifying  Party shall  direct and
control the defense of such claim,  action or  proceeding.  The Aggrieved  Party
agrees to cooperate and make  available to the  Indemnified  Party all books and
records and such officers,  employees and agents as are reasonably necessary and
useful in connection with the defense.  The Indemnifying Party shall not, in the
defense  of such  claim,  action  or  proceeding,  consent  to the  entry of any
judgment or award, or enter into any settlement, except in either event with the
prior consent of the Aggrieved Party, which does not include as an unconditional
term thereof the giving by the claimant or the plaintiff to the Aggrieved  Party
of a release from all liability in respect of such claim, action or proceeding.

       (c)    If the Indemnifying  Party does not assume the defense of any such
claim, action or proceeding,  the Aggrieved Party may defend against such claim,
action or proceeding in such manner as it may deem appropriate. The Indemnifying
Party agrees to cooperate and make  available to the  Aggrieved  Party all books
and records and such officers,  employees and agents as are reasonably necessary
and useful in connection with the defense. If the Indemnifying Party, within ten
days after  notice  shall have been  given to it by the  Aggrieved  Party of the
latter's  intention  to  effect  a  settlement  of any  such  claim,  action  or
proceeding, which notice shall describe with particularity the terms of any such
proposed settlement, shall not deposit with an escrowee mutually satisfactory to
the Aggrieved  Party and the  Indemnifying  Party a sum  equivalent to the total
amount demanded in such claim,  action or proceeding or deliver to the Aggrieved
Party a surety bond or an irrevocable  letter of credit for such sum in form and
substance  reasonably  satisfactory to the Aggrieved  Party,  then the Aggrieved
Party may settle such claim,  action or proceeding on the terms  detailed in its
notice to the Indemnifying  Party, and the Indemnifying Party shall be deemed to
have  agreed to the terms of such  settlement  and shall not  thereafter  in any
proceeding by the Aggrieved Party for indemnification  question the propriety of
such settlement. If the Indemnifying Party makes an escrow deposit or delivers a
surety bond or letter of credit as aforesaid and thereafter the Aggrieved  Party
settles  such  claim,  action  or  proceeding,  then  in any  proceeding  by the
Aggrieved Party for  indemnification in the event the Indemnifying Party is held
liable for indemnification  hereunder, the Aggrieved Party shall have the burden
of proving  the amount of such  liability  of the  Indemnifying  Party,  and the
amount of the payments  made in  settlement  of any claim,  action or proceeding
shall not be  determinative  as between the Aggrieved Party and the Indemnifying
Party of the amount of such indemnification liability, except that the amount of
the   settlement   payments   shall   constitute   the  maximum  amount  of  the
indemnification liability of the Indemnifying Party. Such escrow deposit, surety

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<PAGE>
bond or letter of  credit  shall by their  respective  terms be  payable  to the
Aggrieved Party in an amount  determined in accordance with the last sentence of
this  paragraph (C) and in the event the  Indemnifying  Party is held liable for
indemnification  hereunder.  If the  Indemnifying  Party neither makes an escrow
deposit nor delivers a surety bond or letter of credit as aforesaid,  so that no
settlement of such claim, action or proceeding is effected, in any proceeding by
the Aggrieved Party for  indemnification  in the event the Indemnifying Party is
held  liable for  indemnification  hereunder,  such  liability  shall be for the
amount of any judgment or award  rendered  with respect to such claim or in such
action or proceeding and of all expenses,  legal and otherwise,  incurred by the
Aggrieved Party in the defense against such claim, action or proceeding.

       (d)    In the  event an  Aggrieved  Party  or  Indemnifying  Party  shall
cooperate in the defense or make available books, records,  officers,  employees
or agents, as required by the terms of paragraphs (B) and (C), respectively,  of
this Section 8.4 the party to which such  cooperation  is provided shall pay the
out-of-pocket costs and expenses (including legal fees and disbursements) of the
party  providing  such  cooperation  and of its  officers,  employees and agents
reasonably incurred in connection with providing such cooperation, but shall not
be  responsible  to reimburse  the party  providing  such  cooperation  for such
party's  time or the  salaries  or costs of  fringe  benefits  or other  similar
expenses  paid by the party  providing  such  cooperation  to its  officers  and
employees in connection therewith.

9.  MISCELLANEOUS

     9.1  NOTICES. All notices, requests or other communications hereunder shall
          -------
be in writing and shall be deemed to have been duly given if delivered or mailed
first class  certified  mail  postage  prepaid or sent by  recognized  overnight
courier addressed as follows:  if to SearchHelp,  at 1055 Stewart Avenue,  Suite
12, Bethpage, New York 11714,  Attention:  William J. Bozsnyak. CEO (with a copy
to Tannenbaum  Helpern Syracuse & Hirschtritt  LLP, 900 Third Avenue,  New York,
New York 10022,  Attention:  Ralph A. Siciliano,  Esq.); if to ETS, to 12 Circle
Way, Sea Cliff,  NY 11597,  Attention:  David  Loewenstein  (with a copy to Reed
Smith LLP, 599  Lexington  Avenue,  New York,  NY 10022,  Attention:  Herbert F.
Kozlov, Esq.); or to such other address as may have been furnished in writing to
the party giving the notice by the party to whom notice is to be given. Any such
notice  which is sent by  certified  mail shall be deemed  given  three (3) days
after  mailing  and any such notice sent by  overnight  courier  shall be deemed
given one (1) day after delivery to such courier.

     9.2  ENTIRE AGREEMENT.  This  Agreement  embody the entire agreements among
          -----------------
the  parties  and there  have  been and are no  agreements,  representations  or
warranties,  oral or  written  among the  parties  other than those set forth or
provided for in this  Agreement.  This Agreement may not be modified or changed,
in whole or in part,  except by a supplemental  agreement  signed by each of the
parties.

     9.3  RIGHTS UNDER THIS AGREEMENT; ASSIGNABILITY. This Agreement shall  bind
          -------------------------------------------
and inure to the benefit of the parties hereto and their  respective  successors
and assigns.

                                       71
<PAGE>
       Either  party  shall have the right to assign  this  Agreement,  with the
prior  written  consent  of  the  other  party,   which  consent  shall  not  be
unreasonably  withheld,  conditioned  or delayed,  but each party  shall  remain
liable under this Agreement notwithstanding any such assignment.

       Nothing  contained  in this  Agreement  is  intended  to confer  upon any
person, other than the parties to this Agreement and their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason
of this Agreement.

     9.4  GOVERNING LAW.   This Agreement shall be governed by and  construed in
          -------------
accordance with the internal laws of the State of New York.

     9.5  HEADINGS; REFERENCES TO SECTIONS, EXHIBITS AND SCHEDULES. The headings
          --------------------------------------------------------
of the Sections,  paragraphs and  subparagraphs of this Agreement are solely for
convenience and reference and shall not limit or otherwise affect the meaning of
any of the terms or  provisions  of this  Agreement.  The  references  herein to
Sections,  Exhibits and Schedules, unless otherwise indicated, are references to
sections of and exhibits and schedules to this Agreement.

     9.6  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
          ------------
counterparts,  each of which shall be an original, but which together constitute
one and the same instrument.

     9.7  LEGAL FEES. In  the  event  either  party brings a lawsuit against the
          ----------
other party in  connection  with this  Agreement,  the  prevailing  party in the
lawsuit shall be entitled to recover legal fees and costs from the other party.

     9.8  ASSURANCE OF FURTHER ACTION.  From  time to time after the Closing  an
          ----------------------------
without further consideration from SearchHelp,  but at SearchHelp's expense, ETS
shall execute and deliver, or cause to be executed and delivered,  to SearchHelp
such further instruments of sale, conveyance,  assignment, transfer and delivery
and take such other action as SearchHelp may reasonably request in order to more
effectively  sell,  convey,  assign,  transfer  and  deliver  and  reduce to the
possession of SearchHelp any and all of the Interest.

                        [SIGNATURE PAGE ATTACHED HERETO]

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<PAGE>
           IN WITNESS  WHEREOF,  the parties have executed this  Agreement as of
the date and year first above written.


                                      SearchHelp, Inc.


                                      By:
                                          -------------------------
                                      Name: William Bozsnyak
                                      Title:  Chief  Executive  Officer,
                                      Chief  Financial Officer, Vice President
                                      and Treasurer


                                      Environmental Commercial
                                      Technology Corp.

                                      By:
                                          -------------------------
                                      Name: David Loewenstein
                                      Title:
                                            -----------------------


                                       73

<PAGE>
                                   SCHEDULE A



HTPA is a proprietary chemical  formulation produced by Bioneutral  Laboratories
Corporation Worldwide (NZ) and sold to Bioneutral  Laboratories  Corporation USA
under  exclusive  license.  The formulation is known by the acronym HTPA and has
been shown to be effective in killing and preventing the growth of mold.


                                       74
<PAGE>
                                    EXHIBIT A


Sentry At Home (Formerly Spike) Product Description

The Sentry browser and custom desktop features allow even the youngest  children
to access the  Internet in a safe and secure  environment  protected by advanced
safety  controls  that  simultaneously  protect your computer from your children
unintentionally damaging the computer.

Sentry At Home's child-friendly desktop replaces the Windows User Interface with
a single simple panel  designed  especially  for young children (5-8 years old).
From this panel the child can  access the  Internet  while  enabling  parents to
fully  monitor  pre-approved  applications.  An animated  on-screen  buddy (dog)
alerts the child when they have entered  questionable  areas. The child-friendly
browser  makes it easier for young  children to browse the Internet  with simple
navigation, predefined list of sites and child-friendly ICONS.

Sentry At Home will do the following while monitoring and or blocking the user:

* Screen all sites and records.

*    Alert the user when there is inappropriate content and close when a visited
     site contains inappropriate content

*    Screen  Internet  Messenger  chat  programs and stops the chat session when
     inappropriate words, questionable phrases or slang has been utilized.

*    Notify the  parent  via email or cell  phone  when  their  child has or has
     attempted to view inappropriate content or had a questionable chat session.

*    Allow the parent to control the amount of time their child spends online.

*    Allow the parent to choose which programs their child is allowed to use.

*    Protect the child from  illegally  downloading  music with our unique Music
     Download Blocker.

*    Provide the parent with the added security of protecting their confidential
     files by use of encryption technology.

SENTRY  SHIELD  constantly   monitors  Instant  Messaging  and  chat  rooms  and
automatically alerts the parent when inappropriate content has been viewed, when
offensive  or  threatening  language  has been  used and when the child has been
asked questions that could pose a danger.



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