Exhibit 10.10

<TABLE>
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<S>                                                           <C>
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Company:                                                        Client: MedStrong International Corporation
                                                                --------
Healthscout News Service, A product of ScoutNews LLC, 83 East   Corporate Headquarters
Avenue, Suite 107, Norwalk, CT 06851                            500 Silver Spur Road, Suite 303
www.healthscoutnews.com                                         Rancho Palos Verdes, CA 90274
                                                                www.medstrong.com


................................................................ ..................................................................
Primary Contact:                                                Primary Contact:
Jay Helmer, Director of Business Development
203-855-1400 Ext 103                                            Attn: Bakey Farrar
jhelmer@healthscoutnews.com                                     Vice President of Communications
                                                                310-544-9900
David Rouatt, Managing Director                                 bakey_farrar@medstrong.com
203-855-1400 Ext 101
drouatt@healthscoutnews.com
                                                                Technical Contact:
                                                                Van Lam
Technical Contact:                                              van_lam@warrantech.com
Scott Roberts, Technical Producer
203-855-1400 Ext
sroberts@healthscoutnews.com
................................................................ ..................................................................
</TABLE>
AGREEMENT,  made  as of the  28th  day of  January  2001,  by  and  between  The
Healthscout  News Service,  a product of ScoutNews  LLC. a Delaware  corporation
with a place of business at 83 East Avenue,  Suite 107,  Norwalk,  CT 06851 (The
Company),  and MedStrong  International  Corporation  (The Affiliate) a ________
corporation  with a place of business at 500 Silver Spur Road,  Suite 303 Rancho
Palos Verdes, CA 90274

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A.       HealthScout News Feed
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Affiliate will license HealthScout Health News, FDA Approvals and news letter
content for use on the Affiliate's URL, and will utilize and store the news feed
content on the Affiliate's server. The HealthScout news feed will include the
following:

1.  Daily feed of "Today's Top Stories", "WebSCOUT/Today's Health Headlines" and
    `FYI"
2.  Daily Subsets of these feeds: [see Exhibit A]
3.  Daily feed of FDA Approvals
4.  Topic flags, for use to incorporate the stories with the Affiliate service
5.  Twelve months of story archives

<PAGE>

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B.       DESCRIPTION OF SERVICES TO BE PROVIDED BY AFFILIATE
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1.  Arrange for receipt of the HealthScout News Service standard  formatted news
    feed by FTP or HTTP, in xml or name/value pair format..
2.  Provide  HealthScout News Service  ATTRIBUTION on articles  displayed on the
    Affiliate's  server and additional  HealthScout  news branding,  as mutually
    agreed.
3.  Obtain PRIOR WRITTEN CONSENT from HealthScout for any  translation,  editing
    or redistribution of content, except for the use of newsletter content being
    sent to individuals.
4.  Pay HealthScout QUARTERLY licensing fees on a timely basis.


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C.       HEALTHSCOUT NEWS SERVICE FEES
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1.  Affiliate  will pay a monthly fee of $1,000 for the news feed for use on two
    MedStrong company urls's.
2.  Affiliate  will pay an  additional  10% per url per month  when  implemented
    (example: 3 urls = $1,100 per month).
3.  Affiliate will pay an initial ONE-TIME SET-UP FEE OF $250.00.
4.  FEES ARE PAYABLE QUARTERLY, BILLED AT THE START OF EACH CALENDAR QUARTER
5.  The news feed will commence  when The  HealthScout  News Service  receives a
    signed  contract  with an initial  3-month  payment and set-up fee.  PAYMENT
    SHOULD BE MADE OUT TO SCOUTNEWS LLC AND SENT ATTENTION: ANDREW SHERMAN, CFO,
    SCOUTNEWS LLC, 2150 JOSHUA'S PATH, SUITE 102, HAUPPAUGE, NY 11788.
6.  News  feeds,  which  commence  during a quarter,  will  require  the initial
    3-month payment. Over-payments for the initial quarter will be reconciled in
    the next quarterly  billing.  Amounts will be calculated on a daily pro-rata
    basis.

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1.       TERM
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This term of this Agreement shall be for one (1) year commencing on February 1,
2002. Thereafter, this Agreement shall automatically renew annually at the same
terms and conditions unless either party gives the other party written notice of
an intention not to renew at least sixty (60) days prior to the end of the
then-current term.

However, either party also may terminate this Agreement at any time as follows:

1.  Upon thirty days written  notice to the other party of a material  breach by
    such other  party,  provided  that if the breach is cured within said notice
    period this Agreement shall continue in full force and effect.
2.  Immediately  upon written  notice to the other party in the event such other
    party  admits in writing its  inability to pay its debts as they become due,
    becomes the subject of any voluntary or  involuntary  bankruptcy  proceeding
    that is not dismissed within sixty (60) days, or makes an assignment for the
    benefit of its creditors.








            The HealthScout News Service, a Service of ScoutNews LLC
                  83 East Avenue, Suite 105, Norwalk, CT 06851
                                  203-855-1400
<PAGE>

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E.       OWNERSHIP OF CONTENT
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HealthScout owns all right,  title and interest in and to all content  furnished
to  Affiliate,  as well as to all aspects of the  HealthScout  name and service.
HealthScout  Content  shall  bear  the  logo,   copyright  notice(s)  and  other
reservation  of rights  notices  or legends  provided  by  HealthScout.  Content
furnished by Company shall be used by Affiliate  solely for the  information  of
its  visitors to the  Affiliate  URL.  Affiliate  shall not  otherwise  publish,
distribute,  use or make  available  any  such  Company  Content  for any  other
purpose, without ADVANCE WRITTEN CONSENT from Company.

News feed content supplied by HealthScout will include a transparent 1-pixel GIF
image used to track page  views.  The GIF image may not be removed or altered by
Affiliate.

Affiliate may not solicit or encourage  other sites or services to link directly
to the Company Content on Affiliate's  site without the prior written consent of
Company. To the extent technologically feasible,  Affiliate shall not permit Any
third party to frame  Affiliate's  site such that any Company Content appears on
the same screen as such third party's site or service.  To the extent that it is
not technologically feasible to prevent such framing,  Affiliate shall cooperate
with Company in causing such third party to cease and desist from such framing.


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F.       TERMS OF USE OF NEWS FEED/CONTENT.
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All Company Content  furnished by Company shall be used by Affiliate  solely for
the  information of its service  customers/site  visitors.  All Company  Content
furnished  by  Company,   including  article  headline   listings,   shall  bear
attribution,  the logotype (and/or Company name),  copyright notice(s) and other
reservation of rights notices or legends  furnished by Company with such Company
Content   (which  shall  include  a   prohibition   against   republication   or
redistribution),  and none of the  foregoing  shall be  removed  or  altered  by
Affiliate.

As between the parties hereto, Company owns all right, title and interest in and
to all Company Content furnished to Affiliate,  as well as to all aspects of the
HealthScout  name and  service,  including  but not limited to the  software and
algorithms that operate said service.

Affiliate  shall not build archival files for any commercial  purposes using any
Company  Content,  and none shall be held in Affiliate's  computers or stored in
any other medium for longer than the contract term.  Affiliate  agrees to retain
no more than twelve (12) months of archives.  If Affiliate wishes to include the
HealthScout  service or any portion thereof into a commercial  archived product,
both parties  agree to negotiate in good faith an addendum to this  Agreement to
cover such activity.

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G.       WITHDRAWAL OF SERVICE.
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Company  may  cancel  all or part of its  services  hereunder  if the  provision
thereof (a) becomes the subject of a claim of  infringement of any third party's
rights, (b) depends upon an agreement between Company and a third party and that
agreement is terminated,  or (c) is adjudicated to be illegal or contrary to any
applicable law or public policy.  If this paragraph  applies,  Company's maximum
liability  shall be the refund of any advance  amounts paid by Affiliate for the
cancelled  portion  of the  services.  In the  event  of a  cancellation  of the
services in whole or in part,  notwithstanding any other provision herein to the
contrary, the Company shall refund that amount of prepaid fees applicable to the
cancelled  service and  Affiliate  shall be  relieved on any payment  obligation
relating to such cancelled service on an ongoing basis.



            The HealthScout News Service, a Service of ScoutNews LLC
                  83 East Avenue, Suite 105, Norwalk, CT 06851
                                  203-855-1400
<PAGE>
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H.       CONFIDENTIALITY
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In the course of performance of this Agreement, each party may acquire knowledge
or information  that the other party  reasonably  designates as confidential and
proprietary,   including  but  not  limited  to  access  to  software  or  other
information about the operation of the Healthscout service. Each party agrees to
hold all such  information  in strict  confidence,  and not to disclose any such
information  to third parties or use any such  information  for its own benefit.
This  paragraph  shall not apply to information  that:  (a) the receiving  party
possesses  prior to  acquiring it from the other;  (b) becomes  available to the
public or trade through no violation by the receiving  party of this  paragraph;
(c) is given to the receiving party by a third party not under a confidentiality
obligation to the disclosing  party;  or (d) is developed by the receiving party
independently of and without reliance on confidential or proprietary information
provided by the disclosing party.


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I.       LIMITATION OF LIABILITY.
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         (a) Company  shall use  commercially  reasonable  efforts to insure the
accuracy  of the  Company  Content  it  furnishes,  but does not  guarantee  the
sequence,  accuracy or completeness of any such Company Content and shall not be
liable in any way to  Affiliate,  its  customers  or anyone else who may use the
information  or content or to whom the  information or content may be furnished,
for any delays, inaccuracies,  unavailability, errors or omissions there from or
in the  transmission  or delivery of all or any party  thereof or for any damage
arising there from or occasioned  thereby unless due to the gross  negligence or
willful misconduct of Company.

         (b) Except as otherwise  expressly  stated in this  Agreement,  COMPANY
MAKES NO  WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  BUT NOT  LIMITED TO ANY
WARRANTY  OF FITNESS FOR A  PARTICULAR  PURPOSE.  IN NO EVENT  SHALL  COMPANY BE
LIABLE FOR ANY DIRECT, INDIRECT,  CONSEQUENTIAL,  PUNITIVE, SPECIAL OR ANY OTHER
DAMAGES ARISING FROM THE UNAVAILABILITY OF THE COMPANY CONTENT OR THE CO-BRANDED
SITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.

         (c) In no event  shall  either  party be  liable to the other or anyone
else for any  consequential,  punitive,  special,  indirect or any other damages
arising  from the  availability,  use of, or reliance  upon any  information  or
content furnished  hereunder,  whether in contract,  tort or otherwise,  even if
advised of the possibility of such damages.

         (d)  Notwithstanding  anything to the contrary  contained herein, in no
event will the  aggregate  liability  of Company  exceed the total amount of the
compensation  actually  paid to it  hereunder  during  the  twelve  (12)  months
immediately  prior to the date on which the alleged damages were claimed to have
been incurred, regardless of the form of action.


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J.       INDEMNIFICATION.
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         (a) Affiliate will  indemnify,  defend and hold harmless  Company,  its
officers, employees, directors, affiliated companies and agents from and against
any and all third-party claims, actions, demands and lawsuits ("Claims") and all
resulting  costs,  liabilities,   damages  and  expenses,  including  reasonable
attorneys' fees ("Costs")  arising out of (i) allegations  that  information and
content furnished by Affiliate hereunder violates the rights of any third party;
provided that the relevant claim does not arise from any modification by Company
or any other person not under Affiliate's control, or (ii) Affiliate's violation
of any term, condition, representation or warranty herein.




            The HealthScout News Service, a Service of ScoutNews LLC
                  83 East Avenue, Suite 105, Norwalk, CT 06851
                                  203-855-1400
<PAGE>

         (b) Company shall indemnify,  defend and hold harmless  Affiliate,  its
officers, employees, directors, affiliated companies and agents from and against
any and all  third-party  Claims and all  resulting  Costs  arising  out of: (i)
allegations that information and content furnished by Company hereunder violates
the rights of any third party;  provided that the relevant  claim does not arise
from any  modification  by  Affiliate  or any other  person not under  Company's
control, or (ii) Company's violation of any term,  condition,  representation or
warranty herein.

         (c) Each party shall give the other prompt  notice of any claim covered
by this  Section,  and the  indemnifying  party shall have the right and duty to
assume the control of the defense thereof with counsel reasonably  acceptable to
the other party.  The indemnified  party may take part in the defense at its own
expense after the indemnifying party assumes the control thereof.


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K.       FORCE MAJEURE.
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Neither party shall be liable for failure to perform hereunder due to acts of
war, public enemy, government, or any person engaged in subversive activity,
riot or sabotage; due to Acts of God, including but not limited to fire, flood,
storm, accident, explosion or other catastrophe, casualties, epidemic or
quarantine restrictions; due to strikes or other labor stoppages, slowdowns or
disputes; or due to delays by suppliers of material or services, inability to
obtain transportation, or any other cause beyond its reasonable control whether
similar or dissimilar to any cause listed herein. In the event of such delay,
the affected party shall promptly notify the other, and the parties shall
consult for the purpose of taking whatever remedial action is mutually deemed
appropriate.

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I.       GENERAL
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The parties to this Agreement are independent contractors. Except as otherwise
expressly provided herein, nothing herein creates any joint venture,
partnership, agency, employment, fiduciary or other relationship between the
parties, and neither party is authorized to make contracts or commitments in the
name of or on behalf of the other without the other party's prior written
approval.

This Agreement shall be governed by the laws of the State of Connecticut without
regard to principles of conflicts of laws.


For:     AFFILIATE                                    Signed:
                   -------------------------------           -------------------

Name:                                                 Date:
     ----------------------------------------------          -------------------

Title:
     ----------------------------------------------

For:   SCOUTNEWS LLC AND THE HEALTHSCOUT NEWS SERVICE   Signed:
                                                               -----------------

Name:  DAVID A. ROUATT                                  Date:
                                                               -----------------


Title: MANAGING DIRECTOR



            The HealthScout News Service, a Service of ScoutNews LLC
                  83 East Avenue, Suite 105, Norwalk, CT 06851
                                  203-855-1400
<PAGE>

Exhibit A:  News Feed Content to be Supplied to Affiliate
---------------------------------------------------------


                             Daily News Feed
                             ------------------------------
Description                  Today's Top Stories: 8-10 stories each day
                             -------------------
                             that covers the latest in the health world.
                             These are articles that are timely, written
                             for the consumer who wants up-to-the-minute
                             news about health and medicine.

                             Today's Health Headlines:
                             ------------------------ A daily news roundup of
                             breaking stories in the world of health.

                             FYI: Three short helpful hints about your
                             ----
                             health each day.


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Story                        15+ stories per day
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Headline                     Yes: all stories
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Blurb                        Yes: all stories
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Topic Flags                  800+
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Editor's Message             N/A
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Graphics                      1 graphic per lead news story
                             (approximately 4 per day)
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Format                        XML
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Delivery                     Clients downloads news feed file using FTP
                             or HTTP protocol
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            The HealthScout News Service, a Service of ScoutNews LLC
                  83 East Avenue, Suite 105, Norwalk, CT 06851
                                  203-855-1400