EXHIBIT 10.18










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                    SOFTWARE PURCHASE AND SERVICES AGREEMENT


                                 by and between


                                SearchHelp, Inc.

                                       and


                                 EDOCUSIGN, INC.


                           Dated as of August 15, 2003



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                    SOFTWARE PURCHASE AND SERVICES AGREEMENT


     THIS SOFTWARE PURCHASE AND SERVICES AGREEMENT (this "AGREEMENT") is entered
into as of August 15, 2003 by and among SearchHelp, Inc., a Delaware corporation
(the "COMPANY") and EDOCUSIGN, INC., a New York corporation (the "SELLER"). Each
of the  Company  and the  Seller  are  referred  to  collectively  herein as the
"PARTIES."

                                    RECITALS

     WHEREAS,  the Seller is the owner of the browser software commonly known as
SPIKE and identified on EXHIBIT A attached hereto (the "SOFTWARE"), and

     WHEREAS,  this  Agreement  contemplates  a transaction in which the Company
will  purchase  the  Software and other assets in return for cash and options to
purchase stock of the Company.

     NOW THEREFORE,  in consideration of the mutual covenants and agreements set
forth in this Agreement,  the receipt,  adequacy and legal  sufficiency of which
the Company and the Seller acknowledge, the Parties hereby agree as follows:


                                    ARTICLE I
                               PURCHASE OF ASSETS
                               ------------------

     1.1  PURCHASE. The Company shall purchase,  acquire and take assignment and
delivery  from the Seller of all right,  title and interest in, to and under the
Software,   including  the  source  code  and  object  code,  all  compiled  web
programming  language that  underlies the  Software,  all related  documentation
associated  with  the  Software  and  all  licenses,  approvals,  registrations,
authorizations  and permits  pertaining  to the ownership or use or operation of
the  Software,  except for such  components  which are licensed from third party
users as set forth on EXHIBIT B  (collectively,  the "ASSETS") in  consideration
for:

          (a)  The  sum of  $50,000  (the  "CASH  PAYMENT"),  which  the  Seller
acknowledges having received $25,000 of the Cash Payment to date. Upon execution
of this Agreement, the Company shall pay the Seller $10,000, with the balance of
the Cash Payment ($15,000) payable at the Closing (as defined below).

          (b) An option to purchase up to 500,000  shares of common stock of the
Company (the "COMMON STOCK"), exercisable at the average of the trading price of
the Common Stock for the Company for the 30 days  preceding the Closing Date (as
defined  below),  at any time  during  the five (5) year  period  following  the
Closing Date.

          (c) An option to purchase up to an additional 250,000 shares of Common
Stock  exercisable  at the average of the trading  price of the Common Stock for
the Company for the 30 days preceding the Closing Date, upon the sale of a total
of three  million  units of the  Software,  at any time during the five (5) year
period following the Closing Date.

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          (d) Ten percent  (10%) of the  royalties  received  from any person or
entity by the Company from licensing of the Software,  payable  quarterly to the
Seller  within  thirty (30) days of receipt by the  Company,  up to a maximum of
$300,000  during the five (5) year period  after the Closing  Date.  The Company
agrees  that the  Seller  shall  receive a minimum of $.15 for every unit of the
Software  sold  for more  than $5 and a  minimum  of $.10  for each  unit of the
Software sold for $5 or less.  The Seller shall have, at his expense,  the right
to audit,  or have his  representatives  audit,  the books  and  records  of the
Company  pertaining to the Seller's royalty income, at reasonable times and upon
reasonable notice to the Company.

ALL OF THE STOCK OPTIONS SET FORTH IN SECTIONS

1.1(B) AND (C) MAY BE EXERCISED BY A "CASHLESS EXERCISE" IN ACCORDANCE WITH THE
COMPANY'S PROCEDURES. EACH OF SECTIONS 1.1(A), (B), (C) AND (D) ARE REFERRED TO
COLLECTIVELY AS THE "PURCHASE PRICE".

     1.2  DELIVERIES UPON EXECUTION OF THIS AGREEMENT. The Seller shall execute,
acknowledge and deliver to the Company such various  certificates,  instruments,
and  documents  reasonably  required  by the  Company  for the  sale,  transfer,
conveyance  and  assignment  of  the  Assets  (including  intellectual  property
transfer  documents) and such other instruments of sale,  transfer,  conveyance,
and  assignment  as  the  Company  and  its  counsel  may  reasonably   request.
Additionally,  the Seller  shall  consult  with the  Testing  Center (as defined
below) with for approximately 10 - 20 hours.

     1.3  DELIVERIES BY SELLER AT THE CLOSING. At the Closing, the Seller shall:

          (a)  Deliver a master CD of the  Software  that has passed  testing by
each of (i) an outside source chosen by the Company and reasonably acceptable to
the Seller (the "TESTING CENTER"),  (ii) Family Trusted Products,  LLC and (iii)
The National Center for Missing and Exploited Children.

          (b) Load the  Software's  environment on a file created by downloading
from  WWW.VMWARE.COM,  and provide the Company with the CD of such  environment.

          (c) Assist the Testing  Center in purchasing the version of the Delphi
compiler used by the Seller for the Software.

          (d) Deliver the names, addresses, web sites of all third party modules
and components used with the Software.

     1.4  DELIVERIES BY THE COMPANY AT THE CLOSING. At the Closing,  the Company
shall deliver the additional consideration specified in SECTION 1.1 above.

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     1.5  ASSUMPTION  OF  LIABILITIES.  The Company shall not assume or have any
responsibility  with  respect  to any  obligation  or  liability  of the  Seller
(including any liability associated with the Assets).


                                   ARTICLE II
                                     CLOSING
                                     -------

     2.1  THE CLOSING.  The closing of the transactions  contemplated by SECTION
1.3 (the  "CLOSING")  shall take place at a location  determined by the Company,
commencing at 10:00 a.m. local time within three (3) days after the master CD of
the Software has passed  testing by each of (i) an outside  source chosen by the
Company and reasonably  acceptable to the Seller,  (ii) Family Trusted Products,
LLC and (iii) The National  Center for Missing and Exploited  Children,  or such
other date as the Parties may mutually determine (the "CLOSING DATE"); PROVIDED,
HOWEVER,  that the  Closing  Date  shall  be no later  than  October  15,  2003;
PROVIDED, FURTHER, that the Closing Date may be extended by up to two weeks upon
consent of the Parties.

     2.2  ALLOCATION.  The Parties  agree to  allocate  the  Purchase  Price (as
defined  below) and all other  capitalizable  costs for all purposes  (including
financial  accounting  and tax  purposes)  in  accordance  with  the  reasonable
recommendations of the Company's accountant.


                                   ARTICLE III
                               CONSULTING SERVICES
                               -------------------

     3.1  DUTIES.  The  Seller  shall,  after  the  Closing  Date,   diligently,
conscientiously and faithfully devote up to 100 hours each month until April 30,
2004 (both within and without the Company's location) toward:

          (a)  Training  and  overseeing  a technical  support team (the "TEAM")
until the Team is fully capable of understanding the Software source code.

          (b) Improving  performance  of existing  "Modules",  creating  version
release upgrades to the Software and "Patches" for the Software delivered at the
Closing, and correcting all bugs or problems.

          (c) Assisting the Company in (i) hiring and  maintaining a Team,  (ii)
maintaining a help desk that will timely support all non-technical  matters, and
(iii)  informing the Company on a weekly basis of recommended  solutions for all
such matters.

          (d)  Submitting  a cost  schedule for all new tools to be added to the
Software, the costs of all such new tools to be incurred by the Company.

          (e) Improving the cosmetic look of the Software until January 1, 2004.

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<PAGE>
          (f)  Generally  consulting  with the  Company  on issues  relating  to
software  development and programming for Company products,  and the creation of
schematics as needed for the Software.

     3.2  CONSULTING  COMPENSATION  TO SELLER.  Commencing  October 1, 2003, the
Seller shall be entitled to compensation for the provision of services set forth
in SECTION  3.1 at the  monthly  rate of  $8,000,  payable  in  installments  in
accordance  with  the  Company's  regular  practice  of  compensating  executive
personnel.  Upon the Company's  reasonable  satisfaction  that its Team has been
properly  trained by the Seller in the source code and workings of the Software,
the Company shall pay the Seller an additional $10,000.  The Company agrees that
the Parties will discuss in good faith additional compensation to the Seller for
any programming and development  which the Company  requests of the Seller which
is outside the scope of this Agreement.

     3.3  TESTING  &  CERTIFICATION.  All  patches,  modules,  improvements  and
corrections to the Software must pass testing by each of (i) the Testing Center,
(ii) Family Trusted Products,  LLC and (iii) The National Center for Missing and
Exploited Children.

     3.4  TERM.  The Seller shall provide the  consulting  services set forth in
SECTION 3.1 until April 30, 2004.

     3.5  OTHER.  The options  set forth in SECTIONS  1.1 (b) and (c) shall have
piggy-back registration rights and shall be registered at the Company's expense,
subject to the discretion of the Company's underwriters.  Additionally,  as long
as the Company shall receive  recognition in connection  with the Software,  the
Seller shall also receive billing within fourth from the top, when appropriate.

     3.6  POTENTIAL EMPLOYMENT.  The Company and the Seller agree to discuss and
negotiate full-time employment with the Company prior to January 1, 2004.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     4.1  REPRESENTATIONS  AND WARRANTIES OF THE SELLER.  The Seller  represents
and  warrants  to the  Company  that the  following  statements  are correct and
complete as of the date of this Agreement and will be correct and complete as of
the Closing:

          (a) OWNERSHIP OF ASSETS. The Seller has all rights, title and interest
in, is the  lawful  owner of,  the  Assets,  and has the  lawful  right to sell,
transfer and convey the Assets to the Company.  The Assets are free of all debts
and encumbrances and are not subject to any lien or encumbrance.

          (b)  ORGANIZATION  OF THE  SELLER.  The Seller is a  corporation  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction of its  incorporation.  The Seller is duly qualified to do business


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and is in good  standing  in all  jurisdictions  in  which  the  conduct  of its
business makes such qualification necessary.

          (c)  AUTHORIZATION  OF TRANSACTION.  The Seller has the full power and
authority to execute and deliver this Agreement and to perform their obligations
hereunder.  Without  limiting the  generality of the  foregoing,  this Agreement
constitutes the valid and legally binding obligation of the Seller,  enforceable
in accordance with its terms and conditions.

          (d)  NON-CONTRAVENTION  Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby will (i)
violate any  constitution,  statute,  regulation,  rule,  injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency, or court to which the Seller is subject,  or (ii) conflict
with,  result  in a  breach  of,  constitute  a  default  under,  result  in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement,  contract, lease, license,
instrument, or other arrangement to which the Seller is a party or by which they
are bound or to which any of their assets is subject.

          (e) LEGAL COMPLIANCE. The Seller has complied with all applicable laws
(including rules,  regulations,  codes, plans, injunctions,  judgments,  orders,
decrees,  rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof).

          (f) TAX  MATTERS.  The Seller has filed all income tax returns that it
was  required to file,  and has paid all income  taxes  shown  thereon as owing,
except where the failure to file income tax returns or to pay income taxes would
not have a material adverse effect on the financial condition of the Seller.

          (g) POWERS OF ATTORNEY.  There are no  outstanding  powers of attorney
executed on behalf of the Seller.

          (h)  LITIGATION.  The  Seller is not (a)  subject  to any  outstanding
injunction,  judgment,  order,  decree,  ruling, or charge or (b) a party to any
action, suit, proceeding,  hearing, or investigation of, in, or before any court
or  quasi-judicial  or administrative  agency of any federal,  state,  local, or
foreign  jurisdiction,  except where the injunction,  judgment,  order,  decree,
ruling,  action,  suit,  proceeding,  hearing, or investigation would not have a
material adverse effect on the financial condition of the Seller.

          (i) ENABLING & DISABLING FEATURES. No portion of the Software contains
or will  contain  any  protection  feature  designed  to prevent  its use.  This
includes,  without limitation,  any computer virus, worm,  Trojan-horse routine,
trap  door,  time bomb or any other  codes or  instructions  that may be used to
access, modify, delete or damage the Software or any user's computer system.

          (j) INTELLECTUAL  PROPERTY RIGHTS.  To the best of Seller's  knowledge
and belief, the Software does not infringe upon or violate the rights, including
patent and copyright, of any other person or entity.


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<PAGE>
          (k) THIRD  PARTY  LICENSES.  The Seller has  obtained  all third party
multi-user  licenses used in connection  with the Assets.  All such licenses are
set forth on EXHIBIT B.

     4.2  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents
and  warrants  to the Seller  that the  following  statements  are  correct  and
complete as of the date of this Agreement and will be correct and complete as of
the Closing:

          (a)  ORGANIZATION  OF THE COMPANY.  The Company is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  and has all  powers  and all  governmental  licenses,  authorizations,
consents  and  approvals  required to carry on its business as each is now being
conducted.  The Company is duly qualified to do business and is in good standing
in  all   jurisdictions  in  which  the  conduct  of  its  business  makes  such
qualification necessary.

          (b)  AUTHORIZATION  OF  TRANSACTION.   The  execution,   delivery  and
performance  of this  Agreement is within the power and authority of the Company
and has been authorized by all necessary action, and requires no action by or in
respect of, or filing with, any governmental authority.

          (c) NON-CONTRAVENTION.  Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby will (i)
violate any  constitution,  statute,  regulation,  rule,  injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency, or court to which the Company is subject, or (ii) conflict
with,  result  in a  breach  of,  constitute  a  default  under,  result  in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement,  contract, lease, license,
instrument,  or other  arrangement  to which the  Company is a party or by which
they are bound or to which any of its assets is subject.


                                    ARTICLE V
                        CONDITIONS TO OBLIGATION TO CLOSE
                        ---------------------------------

     5.1  CONDITIONS TO OBLIGATION OF THE COMPANY. The obligation of the Company
to consummate  the  transactions  to be performed by it in  connection  with the
Closing is subject to satisfaction of the following conditions:

          (a) The  representations and warranties set forth in SECTION 4.1 above
shall be true and  correct in all  material  respects  at and as of the  Closing
Date.

          (b) The Seller shall have  performed  and  complied  with all of their
covenants hereunder in all material respects through the Closing.

          (c)  There  shall  not be any  injunction,  judgment,  order,  decree,
ruling, or charge in effect  preventing  consummation of any of the transactions
contemplated by this Agreement.


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          (d) The master CD and the Software must pass testing by each of (i) an
outside  source chosen by the Company and  reasonably  acceptable to the Seller,
(ii) Family Trusted Products,  LLC and (iii) The National Center for Missing and
Exploited Children.

     5.2  CONDITIONS TO OBLIGATION OF THE SELLER.  The  obligation of the Seller
to  consummate  the  transactions  to be performed by each of them in connection
with the Closing is subject to:

          (a) The  representations and warranties set forth in SECTION 4.2 above
shall be true and  correct in all  material  respects  at and as of the  Closing
Date.

          (b) The Company shall have  delivered to the Seller the  consideration
set forth in SECTION 1.1.



                                   ARTICLE VI
                                 CONFIDENTIALITY

     6.1  PROTECTION OF CONFIDENTIAL  INFORMATION.  The Seller acknowledges that
his  engagement  by the  Company  will  bring him into close  contact  with many
confidential  affairs of the Company,  including  information and data regarding
costs,  profits,  markets,  sales,  products,  key personnel,  pricing policies,
operational methods, technical processes, computer programs or systems developed
or improved by the Company,  the identity of the Company's  customers,  customer
representatives  and  contacts,  the  nature  of the  services  required  by the
Company's  actual and  prospective  customers,  the  services  performed  by the
Company  for  its  customers,   the  identities  of  the  Company's  actual  and
prospective  employees and other business affairs and methods,  plans for future
developments and other information not readily  available to the public,  all of
which are highly  confidential  and  proprietary and all of which will have been
developed  by the  Company at great  effort  and  expense.  The  Seller  further
acknowledges  that the services to be performed by him under this  Agreement are
of a special,  unique, unusual,  extraordinary and intellectual  character,  and
that the business of the Company is contemplated to be conducted  throughout the
United  States and  ultimately,  the rest of the world.  In  recognition  of the
foregoing, the Seller covenants and agrees:

          (a) That he will keep secret all  confidential  matters of the Company
and not disclose them to anyone  outside of the Company,  either during or after
the term of this Agreement, except with the Company's prior written consent.

          (b) That he will not make use of any of such confidential  matters for
his own purposes or the benefit of anyone other than the Company.

          (c) That he will deliver promptly to the Company on termination of his
consulting  services  or this  Agreement,  or at any  time  the  Company  may so
request,  all  confidential  memoranda,   notes,  records,   reports  and  other
confidential  documents (and all copies thereof) relating to the business of the
Company which he may then possess or have under this control.


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                                   ARTICLE VII
                               PROPRIETARY RIGHTS
                               ------------------

     7.1  DISCLOSURE.  The Seller shall  disclose  fully and promptly to Company
any  and  all  inventions,   processes,   innovations,   discoveries,   designs1
techniques,  formula,  improvements,   computer  programs  and  other  technical
materials  relating  to  business of Company  which the Seller  shall  discover,
conceive,  make,  generate or reduce to practice,  alone or jointly with others,
during his consultancy, whether or not they are patentable or copyrightable.

     7.2  ASSIGNMENT.  The Seller agrees to assign to the Company his rights and
interests  in any  inventions,  processes,  innovations,  discoveries  and other
similar  materials  during  the  term  of,  and  in  connection  with,  Seller's
consultancy with the Company, including copyrights to all copyrightable material
and all patent rights to all patentable  material in connection with the Assets,
unless specifically directed otherwise in writing by Company.

     7.3  FURTHER  ASSURANCES.  The Seller  agree to execute and transfer at any
time, upon Company's  request,  any  certification,  affidavit or other document
confirming  the Company's  ownership  rights under this Section.  Further,  upon
request,  at any time  during  or after the term of this  Agreement,  and at the
expense of Company for whom the work in question was performed, the Seller agree
to assist the Company in preparing and prosecuting  applications  for patents or
copyrights relating to such inventions, processes and other materials related to
the Assets.


                                  ARTICLE VIII
                     COVENANTS NOT TO SOLICIT/NOT TO COMPETE
                     ---------------------------------------

     8.1  NON-SOLICITATION.  The  Seller  agrees  that  during  the  term of its
consultancy  to the Company and for a period of eighteen  (18) months  after the
termination of its consultancy, the Seller shall not, directly or indirectly:

          (a) Solicit, directly or indirectly, business of the type conducted by
the Company at the time of the termination of his consultancy  (the  "Business")
from any person, firm or entity which was a customer or prospective  customer of
the Company.

          (b)  Induce or  attempt to induce  any such  customer  or  prospective
customer to reduce its Business with the Company.

          (c)  Solicit or attempt to solicit any  employees  or  consultants  of
Company to leave the employ or engagement of Company.

          (d)  Offer  or  cause  to  be   offered   employment   or   consultant
opportunities  to any person who was  employed or engaged by Company at any time
during the one year prior to the termination of his consultancy with Company.


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     8.2  NON-COMPETITION.  Since the  services  of Seller  to the  Company  are
likely  to be  unique an  extraordinary  and he has had and will have  access to
information  pertaining  to the business of the Company  which may be secret and
confidential,  the Seller agrees that if his  consultancy  is terminated for any
reason whatsoever, other than pursuant to a dissolution of Company or a material
breach  of the  terms of this  Agreement  by the  Company,  then for a period of
eighteen (18) months after such termination or expiration, the Seller shall not,
directly or  indirectly,  without  express  approval in each case by the Company
own, manage, operate, control, be employed by, participate in or be connected in
any manner with the ownership,  management, operation or control of any business
engaged in the  development  or marketing of any products  that compete with the
products of Company, including the Assets.

     8.3  GEOGRAPHICAL  RESTRICTIONS.  The Seller  further  acknowledges  that a
business  competitive  with that of  Company  or of any of its  subsidiaries  or
affiliated  corporations  may be carried on anywhere within the United States or
in any foreign country. Therefore, the Seller acknowledges that the unrestricted
geographical  application of this Section is reasonable under the circumstances.
If any of the rights or  restrictions  contained or provided for herein shall be
deemed to be  unenforceable  by reason of the extent,  duration or  geographical
scope, or other  provisions  hereof,  or any other provisions of this Agreement,
the Parties  contemplate  that the court shall  reduce  such  extent,  duration,
geographical  scope or other  provisions and enforce this Section in its reduced
form for all purposes in the manner contemplated hereby.


                                   ARTICLE IX
                                 NON-DEFAMATION
                                 --------------

     9.1  The  Seller  covenants  and  agrees  that  during  the  course  of his
consultancy  and for a period of three (3) years  thereafter,  the Seller  shall
not,  directly  or  indirectly,  in  public  or  private,  deprecate,  impugn or
otherwise  make any remarks that would tend to or be construed to tend to defame
the Company,  its employees or products or its reputation,  nor shall the Seller
assist any person,  firm or company in doing so, except as required by subpoena,
court order or other legal process.


                                    ARTICLE X
                                   TERMINATION
                                   -----------


     10.1 TERMINATION OF AGREEMENT.  The Company may terminate this Agreement in
the event the Closing shall not have occurred by October 15, 2003

                                   ARTICLE XI
                                  MISCELLANEOUS
                                  -------------

     11.1 GOVERNING LAW AND JURISDICTION;  ARBITRATION.  This Agreement shall be
governed and construed  under the laws of the State of New York,  without regard
to the  conflict of laws  principles  of such State.  Without  prejudice  to the
exercise of any right to  equitable  relief as provided in this  Agreement,  the
Parties  hereby consent and submit to the  jurisdiction  of any state or federal
court  located in Nassau or Suffolk  County within the State of New York for any
dispute,  controversy  or claim arising out of or concerning or relating to this
Agreement  or  its   interpretation,   breach,   cancellation,   performance  or
non-performance.  Service of all papers in any proceeding  hereunder may be made
by certified or registered first class mail, return receipt requested.

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     11.2 ASSIGNMENT.  This Agreement shall bind and inure to the benefit of the
Parties  and  their  successors,  legal  representatives,  heirs  and  permitted
assigns.  Except as permitted  by this  Agreement,  neither  Party may assign or
transfer any of its rights or obligations hereunder without the prior consent of
the other Party,  which consent shall not be  unreasonably  withheld or delayed;
except that either Party may assign the benefits,  but none of the  obligations,
hereunder to an entity controlled by such Party.

     11.3 ENTIRE  AGREEMENT.  This  Agreement  and its exhibits  constitute  the
entire  agreement  between the Parties relating to the subject matter hereof and
supersede all prior oral and written understandings,  discussions and agreements
regarding such subject  matter.  This Agreement may not be amended,  modified or
cancelled except by a written instrument executed by the Parties.

     11.4 RELATIONSHIP OF THE PARTIES. The Seller is an independent  contractor.
The Parties hereto are not partners,  joint  venturers or otherwise  affiliated,
and the Seller does not have any right or  authority  to bind the Company in any
way.

     11.5 NOTICES. Any notices or other communications  required or permitted to
be given or delivered under this Agreement shall, unless otherwise permitted, be
in writing and shall be delivered personally,  by courier service, by e-mail, by
facsimile  machine  (with  confirmation  in writing to the  addresses  set forth
below) or by registered or certified  mail,  return receipt  requested,  postage
pre-paid, as follows:

If to Company:    William Bozsnyak, President
                           SearchHelp, Inc.
                           1055 Stewart Avenue
                           Bethpage, New York 11714
                           Phone: (516) 922-4765
                           Fax:     (516) 624-0638
                           bill@searchhelp.com
                           -------------------

If to Seller:              eDocuSign, Inc.

or to such other address as a Party may designate pursuant to this notice
provision. Any notice given shall be deemed to have been received on the date on
which it is delivered personally, by courier service or by facsimile, or, if
mailed, on the fifth business day following the mailing thereof.

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     11.6 SEVERABILITY.  Should any provision  hereof for any reason be declared
invalid  or  unenforceable  by final  and  unappealable  order  of any  court of
competent jurisdiction, the remaining portions of this Agreement shall remain in
full force and affect. The waiver of any breach of any term or condition of this
Agreement  shall  not be  deemed a waiver  of any  other or  subsequent  breach,
whether of like or different nature.

     11.7 HEADINGS.  The headings  herein have been provided for  convenience of
reference only and shall not affect the meaning or construction of any provision
of this Agreement.

     11.8 COUNTERPARTS;  FACSIMILE EXECUTION.  This Agreement may be executed in
counterparts,  each of which  shall  constitute  an  original,  but all of which
together shall constitute one and the same instrument. Execution and delivery of
this Agreement may be evidenced by facsimile transmission.




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<PAGE>
         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first above written.


SEARCHHELP, INC.                                     EDOCUSIGN, INC.



By:                                         By:
   ------------------------------                ------------------------------
    William Bozsnyak                           Sahba Samet
    Vice President and CFO



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<PAGE>


                                    EXHIBIT A







                                       154
<PAGE>
                                    EXHIBIT B







1.   Microsoft Agent license agreement with Microsoft for the SPIKE DOG
     animations.

























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