EXHIBIT 10.24


PORTIONS  OF  THIS  EXHIBIT  HAVE  BEEN  OMITTED   (BASED  UPON  A  REQUEST  FOR
CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2

                      DATABASE LICENSE AGREEMENT - INTERNET

PARTIES ("Parties")

infoUSA.com:                      infoUSA.com, Inc. a Delaware corporation
                                  378 Vintage Park Drive, Foster City. CA 94404
Licensee:                         ValueStar, Inc., a California corporation
                                  360 22nd Street
                                  Oakland, CA 946!2

Effective Date:                   Date as of the last party's signature

The  following  is  the  Agreement  of the  Parties  concerning  the  use of the
infoUSA.com Database and the infoUSA.com Content by Licensee.

1.   LICENSEE'S  SERVICE.  The Licensee's Service is defined per the description
in Exhibit A.

2.   DATA TO BE DELIVERED BY infoUSA.com.

     The  data  to be  delivered  to  Licensee  ("infoUSA.com  Database")  is as
outlined an Exhibit B. The infoUSA.com Database and the data elements (described
In Exhibit C)  ("infoUSA.com  Content")  are being  licensed by  infoUSA.com  to
Licensee pursuant to this Agreement In accordance with the License Grant below.

3.   LICENSE GRANT.

3.1  Licensed  Use:  Subject  to the terms  and  conditions  of this  Agreement,
infoUSA.oom  hereby grants Licensee a limited,  non-exclusive,  non-transferable
license for the Term to use the infoUSA.com Database and the Codemaster (defined
herein) for internal use In supporting Licensee's Service in accordance with the
Purpose,  as outlined In Exhibit D, and to use, reproduce,  distribute.  display
and  transmit  (collectively,  "Display)  externally  to Users  the  infoUSA.com
Content in electronic form solely on Licensee's  servers as a part of Licensee's
service  (defined in Exhibit A) for the  Purpose.  The method of delivery of the
infoUSA.com  Database and  lnfoUSA.com  Content to Licensee by infoUSA.com in as
described in Section 35.

3.2  Purpose  and  Manner  In Which the  infoUSA.com  Database  and  infoUSA.com
Content Will be Used by Licensee;

(a)  Purpose  for Which  Licensee  will be Using the  infoUSA.com  Database  and
InfoUSA.com Content:

     Licensee shall use the infoUSA.com  Database and infoUSA.com Content solely
     on Licensee's  servers andsolely for the Purpose as specified in Exhibit D.
     in support of Licensee's Service,

(b)  Manner in Which the infoUSA.com  Database and  intoUSA.com  Content Will be
Used:

     i. Validation Application

     Subject to the  limitations  set forth  Section  7.2,  Licensee may use the
InfoUSA.com  Database and

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infoUSA.com  Content solely on Licensee's  servers as a base record In its prime
data warehouse table for delivery of Licensee's  Service,  to which Licensee may
append data from third party data sources ("Validation Application").

     ii. Internet Application

     Licensee  may  permit  Users  (defined  heroin) to search  for,  locate and
subsequently  view   (collectively   "Access")  such  infloUSA.com   Content  on
Licensee's  Internet service  (Internet  Application") as described in Exhibit A
solely on Licensee's servers and solely In the following manner:

SEARCHES BY BUSINESS CATEGORY

o Licensee's  Service may permit  Users to search by one business  category in a
city or within a  proximity  of 100 miles.  Nationwide  searches  and  statewide
searches within at business category shall be prohibited.

o In response to a search by a business  category,  the Licensee's  Service will
display a Page of listings  of business  which may show  business  name,  street
address,  city,  state and phone  number  (no zip code)  (each  such  listing is
hereinafter  referred to as a "Listing") for unverified,  verified and top rated
businesses  as described in Exhibit A. Subject to the  limitations  set forth in
Section 7.2,  additional  data from third party  sources may be  displayed  from
Licensee's  database  for  unverified.  verified  and top  rated  businesses  as
described In Exhibit A.

o A User may click on Listing  (displayed without zip code) In order to view one
business  record  on a Page  which  includes  zip  code  (each  such  record  is
hereinafter  referred to as a "Record") for  unverified,  verified and top rated
businesses  as described in Exhibit A. Subject to the  limitations  set forth in
section 7,2.  additional  data from third party  sources may be  displayed  from
Licensee's  database  for  unverified,  verified  and top  rated  businesses  as
described In Exhibit A.

o No Page shall show more than 20 Listings at one time.

     iii. Co-Branding Application

     Licensee  may  Co-Brand  the  Internet  Application  portion of  Licensee's
Service (as defined herein) so long as Licensee hosts the Co-Branded  service on
Licensee's  servers.  Co-8randing  shall mean that Licensee's  Internet  Service
shall enable Users to search for and locate the infoUSA.com  Content through the
co-branded  Internet  service  solely  through  the use of  Licensee's  servers.
Co-Branding  shall  also  mean that the  third  party  site  shall  always  have
published on it both the  Co-Brander's  and Licensee's  corporate  name, link or
logo as wall as  infoUSA.com's  logo as  described  in  Section  4  ("Co-Branded
Site").  Licensee  will pay  infoUSA.com  CPM ROYALTIES (as described In Section
6.2) for  Pages  viewed by Users  through  all  Co-Branded  Sites.  Licensee  is
prohibited from knowingly  offering to provide the  infoUSA.com  Content through
Co-Branding   relationships  with  other  infoUSA.com   Licensees  and/or  their
customers,  without the prior written  approval of infoUSA.com,  except Licensee
may offer  Co-Branding  services with other  infoUSA.com  Licensees and/or their
customers by providing  the  infoUSA.com  Licensees  and/or their  customers the
infoUSA.com Number (as defined in the infoUSA.com  Content in Exhibit C) to link
to Licensee's Database.

3.3  Trademarks, Brand Features License:

     Subject to the terms end conditions of this Agreement,  infoUSA.com  hereby
grants Licensee a limited, nonexclusive, non-transferable. worldwide, fully-paid
license for the Term to use,  reproduce arid display  infoUSA.com's  trademarks,
service marks.  logos and other  distinctive brand features that are used in the
infoUSA.com  Content,  and, if  applicable,  the Buttons,  the Bannor Ads or any
other of infoUSA.com's products to be promoted by Licensee pursuant to Section 5
below  (collectively   "infoUSA.com  Brand  Features"),  The  infoUSA.com  Brand
Features are set forth on Exhibit E. which is attached  hereto and  incorporated
herein by this reference.

     Licensee may only use. reproduce and display the infoUSA.com Brand Features
as necessary in order to perform its obligations  under this Agreement and shall
have no right to sublicense or co-brand the infdUSA.com Brand Features. Licensee
acknowledges  that  infoUSA.com is the owner of the infoUSA.com  Brand Features.
and any trademark


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<PAGE>


applications and/or  registrations  thereto,  and agrees that it will do nothing
Inconsistent  with such  ownership  and agrees  that all use of the  infoUSA.com
Brand Features by Licensee shall inure to the benefit of infoUSA.com.

4.   LEGAL, COPYRIGHT AND OTHER NOTICES.

     Licensee shall either (a)  continuously  display a hyperlinked  infoUSA.com
logo,   copyright  notice  and  "click  here"  language  on  all  screens  where
infoUSA.com  Content Is displayed or b) display a hyperlinked  infoUSA.com logo,
copyright  notice and the text line "some data provided by  infoUSA.com"  on all
screens where infoUSA.com Content !s displayed  (collectively  "Display Items").
The Display items will at all times conform to the  specifications  set forth in
Exhibit E.

5.   PROMOTION OF infoUSA.com PRODUCTS.
This section is Intentionally left blank,

6.   LICENSE FEES & ROYALTIES.

     in partial  consideration  for the licenses  granted pursuant to Section 3,
Licensee shall pay infoUSA.com as follows:

6.1  MINIMUM CPM FEES:

     Licensee shall pay infoUSA.com the greater of:

              (a) CPM Royalties as described In paragraph 6.2 below: or

              (b) An annual, nonrefundable Minimum CPM Fee as follows:

                 Year 1:  *****
                 Year 2   *****

        The Minimum CPM Fee shall be a credit against the CPM Royalties,

     Licensee shall pay infoUSA.com the annual Minimum CPM Fee as follows:

                 Year 1: Within ten (10) days after the Effective Date
                 Year 2: On or before the anniversary date of the Effective Date

6.2  CPM  ROYALTIES:  CPM  Royalties  are based on the actual  number of "Pages"
     viewed by Users on the Licensee's Service and on Co-Branded Sites. "Page is
     defined as any Display of a Listing, a group of Listings,  or a Record. For
     each 1000 Pages viewed, Licensee will pay infoUSA.com:

                 *****

6.3  REPORTING: Within thirty (30) days following the close of each month during
     the term of this  Agreement.  Licensee will supply  infoUSA.com  with a CPM
     Report and once the  Annual  Minimum  CPM Is  reached,  all CPM  Royalties,
     Revenue  Shares  and all other  fees due that  month.  Please.  use the CPM
     Report Form attached as Exhibit F.

6.4  UPDATE FEE:  Licensee will pay a fee of ***** for each monthly  infoUSA.com
     Update (defined in Section 36) within 10 days of Invoice from infoUSA.com.


* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


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<PAGE>


7.   UNAUTHORIZED USE

7.1 Any use by Licensee or any User of the infoUSA.com Database. the infoUSA.com
Content,  the  infoUUSA.com  Brand  Features or any other item of  infoUSA.com's
proprietary  or  intellectual  property  (together  with the  infoUSA.com  Brand
Features,  collectively  the "infoUSA.com  Intellectual  Property") which is not
expressly authorized in this Agreement is strictly prohibited,  Without limiting
the generality of the foregoing, unless specifically permitted by this Agreement
or unless  authorized  in writing  by  infoUSA.com,  Licensee  and the Users are
expressly  prohibited  from: (a)  co-branding  the  Licensee's  Service with. or
otherwise providing the Licensee's Service on behalf of, any third-party, except
as expressly  permitted in Section  3.2(b)iii (b)  sublicensing or reselling the
infoUSA.com  Database or any infoUSA.com  Content in whole or in part; (c) using
or  allowing  third  parties to use any  infoUSA.com  Content for the purpose of
compiling, enhancing, verifying,  supplementing,  adding to or deleting from any
mailing list. geographic or trade directories, business directories,  classified
directories.  classified advertising.  or other compilation of information which
is sold,  rented,  published,  furnished  or in any manner  provided  to a third
party;  (d) using the  infoUSA.com  Database,  any  infoUSA.com  Content  or any
infoUSA.com  Intellectual  Property in any  service or product not  specifically
authorized in this Agreement,  offering it through any third parry or disclosing
it to anyone  other  than a User;  or (e)  disassembling,  decompiling,  reverse
engineering,  modifying or otherwise  altering thee infoUSA.com  Database or any
infoUSA.com Content. Licensee agrees that it will notify infoUSA.com promptly in
the  event  it  becomes  aware  of or  suspects  any  use or  disclosure  of the
infoUSA.com  Database or any infoUSA.com  Content which is not permitted by this
Agreement.

7.2  infoUSA.com agrees that (a) ***** and (b) *****.



Offline  use of the  infoUSA.com  Database  and  infoUSA.com  Content:  Licensee
further agrees that the infoUSA.com Database and infoUSA.com Content will not be
combined or otherwise merged offline in the creation of Licensee's database with
any data from other sources or with  Licensee's  Enhancements as described above
in this Section 7.2.  Notwithstanding  the above,  the parties do agree that the
infoUSA.com Database and  infoUSA.comContent  can be stored in the same database
table as data from other sources,  but only as long as the infoUSA.com  Database
and infoUSA.com  Content is maintained in a separately  identifiable  row within
that database table.

Online use of the infoUSA.com Database and infoUSA.com Content:  Licensee agrees
that the  infoUSA.com  Database and  infoUSA.com  Content may be displayed  with
other third party data online In the delivery of Licensee's Service, but only in
the display of Listings and/or Records In the Internet Application of Licensee's
Service as provided in Section  3.2(b)ii or  3.2(b)(iii)  and only if (a) *****,
(b) ***** and (c)  infoUSA.com's  logo and  copyright  notice  is  displayed  as
provided in Section 4.



* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


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<PAGE>



     In no event,  either  offline in the  creation  of  Licensee's  Database or
online In the delivery of Licensee's Service, shall (a) ***** or (b) records not
contained within the infoUSA.com Database licensed pursuant to this Agreement be
added to Licensee's  database from third party sources except with  Enhancements
as defined above. Notwithstanding the prior sentence, if the data to be added to
Licensee's  Databases is not within the data elements in the infoUSA.com Content
(as set out on Exhibit C). then Licensee Is not prohibited from adding that data
to  Licensee's  Database.  Licensee  acknowledges  that all  rights,  title  and
interests to the  infoUSA.com  Database and  infoUSA.com  Content  regardless of
combinations  with other  information  shall be and are retained  exclusively by
infoUSA.com  and  are  the  exclusive   intellectual  property  of  infoUSA.com.
infoUSA.com  acknowledges that all rights, title and Interests to the Licensee's
database  regardless  of  combinations  with  other   non-infoUSA.com   provided
information  shall  be and are  retained  exclusively  by  Licensee  and are the
exclusive  intellectual  property of Licensee,  subject to the  limitations  set
forth in this Section 4.

7.3 Licensee shall Inform Users of the permitted uses of the infoUSA.com Content
and shall provide  reasonable notice of the unauthorized uses referenced in this
Section 7. If Licensee becomes aware of any unauthorized use by Users.  Licensee
shall use its best efforts to eliminate  such  unauthorized  use by Users and to
prevent the same in the future, including, but tot limited to, placing technical
restrictions in its Licensee's Service to prevent such unauthorized use,

 7.4 Licensee shall use commercially reasonable efforts to make it impracticable
for Users to create  mailing or  telemarketing  lists.  Licensee  will house the
infoUSA.com Content on the Internet behind firewalls and make its best effort to
prevent  unauthorized  usage or copying  of the  infoUSA.com  n Database  or the
infoUSA.com  Content.  Without limiting the foregoing  Licensee will implement a
system of  controls  that will:  (a) protect the  integrity  of the  infoUSA.com
Database and the  infoUSA.com  Content;  (b) control  access to the  infoUSA.com
Content;  and, if applicable (c)  reasonably  ensure that the amount of usage of
the infoUSA.com Content is accurately recorded.

7.6 Licensee acknowledges that any unauthorized use of the infoUSA.com Database,
any  InfoUSA.com  Content or any  infoUSA.com  Intellectual  Property will cause
irreparable harm and injury to infoUSA.com for which there is no adequate remedy
at law. In addition to all other  remedies  under this  Agreement,  at law or in
equity, Licensee further agrees that infoUSA.com shall be entitled to injunctive
relief In the event  Licensee uses the  infoUSA.com  Database,  any  infoUSA.com
Content or any  infoUSA.com  Intellectual  Property in  violation of the limited
license granted hereunder.

8).  LICENSE FEES AND ROYALTIES.

8.1 Any  royalties or fees payable under this  Agreement by Licensee,  which are
not paid when due, shall accrue  interest at the lesser of (i) the rate of 1.5%,
per month or ii) the highest percentage  permitted by applicable state law. from
the due date until paid.




* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


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<PAGE>



8.2 Licensee shall permit infoUSA.com) to retain an Independent auditing firm or
an independent accountant to audit its accounts. books and records. and internal
databases and Licensee's  processes to compile and update such databases as they
relate to Licensee's rights or obligations  hereunder,  at infoUSA.com's expense
and upon reasonable  notice.  Any external auditing firm or external  accountant
retained to perform such an audit shall be required to sign Licensee's  Standard
non-disclosure agreement prior to conducting such audit. The right granted under
this Section 8.2 shall exist during the term of this  Agreement and for one year
thereafter.  Upon concluding any audit,  the auditing firm shall notify Licensee
of the  results  thereof  by  overnight  courier  at the same  time it  notifies
infoUSA.com. In the event an audit of Licensees internal databases and processes
is performed  and the auditing  firm finds no violation of the  requirements  of
Section 7, Unauthorized  Use,. the fact of no violation shall be the sole report
with respect to the use of data.  In the event of a finding of a violation,  the
audit report  shall be labeled and treated as  confidential,  and shall  contain
specific  descriptions  of any  alleged  misuse  or,  unauthorized  use to allow
Licensee to verify the auditing firm's  findings.  In the event that infoUSA.com
notifies  Licensee of a finding of a violation of Section 7 pursuant to an audit
under this Section 8.2,  infoUSA.com  may terminate this  Agreement  pursuant to
Section 10.3(a), provided that. before infoUSA.com shall actually terminate this
Agreement,  Licensee shrill have the right to contest any finding of a violation
by making a specific presentation of compliance to the auditing firm within five
(5) days of Licensee's receipt of said finding.  The auditing firm shall issue a
follow-up report within three (3) days of its receipt of Licensee's  response to
determine a final  finding.  In the event of a final  finding of a violation  of
section 7,  infoUSA.com may terminate this Agreement  immediately,  In the event
that  infoUSA.com  notifies  Licensee  that  an  adjustment  must be made to the
royalties and/or fees previously paid by Licensee  hereunder,  the parties shall
use  their  best  efforts  in good  faith to agree  upon the  amount of any such
adjustment. Any such adjustment shall be paid within 5; business days after such
agreement  is reached.  In the event the parties  agree that the total amount of
royalties  and/or fees  previously  paid was less than the amount required to be
paid  under  this  Agreement  and such  deficiency  is 10% or more of the amount
previously  paid,  Licensee  shall pay the  reasonable  audit costs  incurred by
infoUSA.com, including all reasonable out-of-pocket expanses.

8.3 Unless otherwise  specified in this Agreement,  the patties acknowledge that
termination of this Agreement shall not terminate,  diminish or otherwise affect
a party's obligation to pay license fees or any fees or costs which have accrued
under this Agreement,

9.   DELIVERY

9.1 if Licensee should he in material default of the Agreement  infoUSA.com may,
in its sole discretion, withhold infoUSA..com updates.

9.2  Licensee  shall make  available  to  infoUSA.com  access to the  Licensee's
Service at no charge,  so that infoUSA.com can understand and monitor the use of
the infoUSA.com Content as Incorporated into the Licensee's Service.

10.  TERM AND TERMINATION.

10.1 The term of this  Agreement will be for two (2) years  commencing  from the
Effective Date, unless earlier terminated pursuant to this Section.

10.2 Either party may  terminate  this  Agreement  as follows:  (a) if the other
patty  materially  breaches any term or condition of this  Agreement  (except as
otherwise  provided in paragraphs  10.3 or 10.4 of this  Agreement) and fails to
remedy such breach within thirty (30) days after written  notice of such breach:
or (b) if the other  party  becomes  subject  to any  receivership,  insolvency,
bankruptcy, moratorium or similar proceeding for more than thirty (30) days.

10.3  infoUSA.com  may  terminate  this  Agreement  immediately  If (a) Licensee
participates  In  any  unauthorized  use  of  the  infoUSA.com   Database,   the
infoUSA.com  Content  or the  infoUSA.com  Brand  Features  (including,  without
limitation,  participating  In or  allowing  a third  patty's  unauthorized  use
thereof or falling to maintain  control as  outlined in Section 7.3 above):  (b)
Licensee  fails to pay any amount due hereunder  within 10 days after  receiving
notice from  infoUSA.com that such payment is past due; (c) all or substantially
all of the assets of Licensee are sold, assigned or otherwise transferred to any
individual or entity  ("Person") other than a Person  controlling,  under common
control with or controlled by Licensee:


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<PAGE>


(d) 50% or more of the equity  securities or voting interests of Licensee or the
ultimate  parent of Licensee is sold.  assigned or  otherwise  transferred  in a
single  transaction  or a series of related  transactions;  (e)  Licensee or its
ultimate  parent  is a  party  to  a  merger,  consolidation  or  other  similar
transaction;  or (f) Licensee has  materially  broached any term or condition of
this Agreement on 3 or more occasions,  even If previous  breaches were cured In
accordance with the provisions of Section 10.2(a).

10.4 Upon  termination  of this  Agreement  for any reason,  Licensee  shall (a)
ensure that all copies of the infoUSA.com Database.  the infoUSA.com Content and
any  related  data and  information  is  deleted  from  its  computers  and,  if
applicable the computers of a third-party  processor;  (b) cause any and all use
of the infoUSA.com Database, infoUSA.com Content and infoUSA.com Brand Features:
(c) return all  copies,  whether in print,  tape or other  media.  of any of the
infoUSA.com  Database,  infoUSA.com Content or intoUSA.com Brand Features in its
possession to infoUSA.com no later than five (5) drays after termination of this
Agreement: and, (d) certify in writing within ten (10) days alter termination of
this  Agreement  that  Licensee  and  Processor  have  deleted  or  returned  to
infoUSA.com  all copies of the  infoUSA.com  Database.  InfoUSA.com  Content and
infoUSA.com Brand Features.

11.  PROPRIETARY  RIGHTS.  Licensee  acknowledges  that all  rights,  title  and
interest  to  the  infoUSA.com   Database,   the  infoUSA.com  Content  and  the
infoUSA.com  Brand Features,  regardless of the forms of media In which such may
be contained,  shall be and are retained by infoUSA.com,  subject to the license
granted to Licensee under this Agreement.

12 CONFIDENTIALITY.  The confidentiality agreement dated May 18, 2000 previously
executed by the Parties is expressly incorporated herein by this reference.  and
the Parties agree that regardless of the term of that confidentiality  agreement
its terms shall  continue  to govern arid exist for the Term of this  Agreement.
Further,  if its  term is  longer  than  the  Term of this  Agreement,  then the
confidentiality  agreement  shall  survive  the  termination  of  this  and  any
subsequent Agreement between the Parties.

13.  WARRANTIES AND DISCLAIMER OF WARRANTY.

13.1 infoUSA.com warrants and represents that (a) it has the necessary power and
authority to enter into and perform its obligations under this Agreement and has
properly  authorized the same by all requisite action;  (b) It has all necessary
rights to grant the  license  under  this  Agreement  ; and (c) the  infoUSA.com
Database  and  associated  trademarks  do not  infringe  upon  any  Intellectual
Property Rights of any third party.

13.2 Licensee  warrants and represents  that (a) it has the necessary  power and
authority to enter into and perform its obligations under this Agreement and has
properly  authorized the same by all requisite action,  (b) it has all necessary
rights to accept the license granted to Licensee under this  Agreement;  and (c)
the Licensee's  Service,  including any other database  content and software and
associated  trademarks do not infringe upon any Intellectual  Property Rights of
any third patty.

13.3 The infoUSA.com  Content is licensed on an "AS IS" basis without guarantee.
InfoUSA.com does not guarantee that the infoUSA.com  Database or the infoUSA.com
Content  will  meet the  Licensee's  or any  User's  requirements:  that it will
operate in the  combinations,  or in the equipment,  selected by the Licensee or
any User,  or that its operation  will he  error-free  or without  interruption,
infoUSA.com  MAKES NO EXPRESS OR IMPLIED  WARRANTIES OF ANY KIND WITH RESPECT TO
THE  infoUSA.com  DATABASE  OR  the  infoUSA.com  Content,  INCLUDING,   WITHOUT
LIMITATION,  ANY EXPRESS OR IMPLIED WARRANTY OR FITNESS FOR A PARTICULAR PURPOSE
OR WARRANTY OF MERCHANTABILITY,

13.4  Following  the  delivery of the  infoUSA.com  Database or any  infoUSA.com
Update,  infoUSA.com  shall not be liable to  Licensee or any third party in any
way whatsoever due to, or as a result of, any  modification or alteration of the
infooUSA.com  Database  or the  infoUSA.com  Content by Licensee or by any other
Person.

14.  INDEMNIFICATION.

14.1  Notwithstanding  any other provision in this Agreement.  InfoUSA.com shell
defend or settle at its own expense any claim or suit against  Licensee  arising
out  of or in  connection  with  an  assertion  that  the  infoUSA.com  Database
infringes


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<PAGE>



any  Intellectual  property  rights  of third  parties,  and  infoUSA.com  shall
indemnify and hold harmless  Licensee from damages,  costs, and attorneys' fees,
if any. finally awarded in such suit or the amount of the settlement thereof.

14.2  Notwithstanding  any other  provision in this  Agreement,  Licensee  shall
defend or  settle  at its own  expense  any  claim or suit  against  infoUSA.com
arising out of or in connection with an assertion that the Licensee's Service or
any portion thereof infringes any intellectual property rights of third parties,
and Licensee shall indemnify and hold harmless infoUSA.com from damages.  costs.
and  attorneys',  if any,  finally  awarded  in such suit or tare  amount of the
settlement thereof.

14.3 Licensee agrees to defend, indemnity and hold infoUSA.com harmless from any
and all claims,  actions.  demands,  or liability to third  parties which result
from (i)  Licensee's  negligence  or willful  misconduct  (ii) the  violation of
federal,  state or local laws,  rules or  regulations  by  Licensee.  Licensee's
Service  or  Licensee's  use  of the  infoUSA.com  Database  or the  infoUSA.com
Content; or (iii) the use of the infoUSA.com Database,  the infoUSA.com Content,
or the infoUSA.com  Brand Features by or through Licensee or Licensee's  Service
in any way which infringes or violates any patent, copyright,  trademark,  trade
secret,  or other  proprietary  fights,  or violating any rights of publicity or
rights of privacy.

15.   LIMITATION OF LIABILITY

15.1 EXCEPT FOR INCEMNIFICAT1ON, UNAUTHORIZED USE OR MISUSE OF THE OTHER PARTY'S
PROPRIETARY OR CONFIDEN71AL  INFORMATION  NEITHER PARTY'S  LIABILITY FOR DAMAGES
ARISING OUT OF OR RELATING TO THIS AGREEMENT  SHALL EXCEED THE AMOUNT  SPECIFIED
IN  SECTION  6.2(b) AS THE  ANNUAL  MINIMUM  FEE FOR THE YEAR IN WHICH THE OTHER
PARTY IS FOUND TO BE LIABLE.  THIS  AMOUNT IS NOT IN LIEU OF ANY  AMOUNTS DUE OR
PAID PURSUANT TO SECTION 6.1(b).

15.2 NEITHER PARTY SHALL BE LIABLE FOR  CONSEQUENTIAL  OR INCIDENTAL  DAMAGES OR
FOR ANY LOST PROFITS OR ANY CLAIM OR DEMAND OF A SIMILAR NATURE OR KIND, WHETHER
ASSERTED  BY THE OTHER PARTY OR BY ANY THIRD  PARTY,  EVEN IFTHE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. FORCE  MAJEURE  Neither party shall be liable to the other for delays in the
performance  of or  completion  of this  Agreement,  if such  delay is caused by
strike, riots, wars, government regulations, fire, flood. or other similar cause
beyond its  control,  If such delay  Continues  thirty (30) days or more.  or it
becomes  reasonably  certain that such delay will continue for thirty (30) days,
then the party's  whose  performance  or  completion  of this  Agreement  is not
delayed as set forth heroin shall have the option, exercisable by written notice
to the other party, to terminate this Agreement.

17.  ASSIGNMENTS.  Licensee  shall not assign  this  Agreement,  or  delegate or
subcontract any of its obligations  hereunder except with the written consent of
the other party, which consent will not be unreasonably withheld.,

18.  MODIFICATION.  No  modification of this Agreement shall be binding upon the
Licensee and  infoUSA.com  unless made in writing and signed by duly  authorized
officers of both parties,

19. WHOLE AGREEMENT.  This Agreement does not constitute an offer by infoUSA.com
and it shall not be  effective  until  signed by both  parties.  This  Agreement
constitutes the entire Agreement between the partied with respect to its subject
matter   and   supersedes   all   prior  and   contemporaneous   communications,
negotiations, and agreements with respect thereto.

20. WAIVERS.  The failure of either party to require the performance of any term
or condition of this Agreement  shall not prevent any subsequent  enforcement of
this term or condition,  nor shall it be deemed a waiver of any other  different
or subsequent breach,

21.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  In
accordance  with  the  laws  of the  State  of  California,  without  regard  to
California's  conflicts  of laws  principles  and both  parties  consent  to the
exclusive  jurisdiction  of the state or federal  courts  located In Santa Clara
County. California. In the event ant action is required to enforce any terms and
conditions of this  Agreement,  the prevailing  party in such legal action shall
recover any attorney's fees incurred in connection with such action.


                                       8

<PAGE>


22. SEVERABILITY. A decision by any court of competent jurisdiction invalidating
or holding unenforceable any part of this Agreement will not affect the validity
and  enforceability  of any other  part of this  Agreement.  If any part of this
Agreement Is found to be invalid or unenforceable,  that part will be amended to
achieve as nearly as possible the  objectives of the original  provision  within
the limits of applicable law.

23. NO THIRD PARTY BENEFICIARIES. This Agreement is made solely and specifically
between  and for the  benefit of the  parties'  signatory  hereto.  and no other
person or entity whatsoever shall have any rights, interests or claims hereunder
or be entitle to any benefits  under or on account of this  Agreement as a third
party beneficiary or otherwise.

24.  RELATIONSHIP  OF PARTIES.  This  Agreement does not create a joint venture,
agency relationship or partnership  between  infoUSA.com and Licensee,  and each
will act  independently  of the other,  Neither  pasty is  empowered  to bind or
commit the other to any contract or other obligation.

25.  COMPLIANCE.  Licensee  shall use.  and shall ensure that its Users use, the
infoUSA.com  Database and the infoUSA.com  Content in strict compliance with all
applicable federal,  state and local laws, rules and regulations,  including but
not limited to those  concerning  fax and/or  e-mall  transmissions,  and direct
marketing.  Licensee  and the  Users are  expressly  prohibited  from  using the
infoUSA.com  database or the  information or data obtained  therefrom in part or
whole as a factor in  establishing  an  individual's  eligibility  for credit or
insurance,  in connection with underwriting  individual insurance, in evaluating
an individual for employment or for promotions.  reassignment or retention as an
employee, in connection with a determination of an Individual's  eligibility for
a licensee  or other  benefit  granted  by a  governmental  instrumentality,  to
solicit survivors of deceased persons, to imply that any specific information is
known about an individual,  in connection with any sweepstakes,  contest game or
similar  promotional  devices,  in connection with any  pornographic  product or
service or other  product or service  which  caters to prurient  interests or in
connection with criminal investigations or other law purposes.  Licensee further
covenants  and  agrees  that it shall  not use the  infoUSA.com  Content  in any
combination,  manner,  apparatus.  method,  system or process which  directly or
indirectly  infringes or violates the  copyright,  patent or other  intellectual
property rights of any other party.

26. TAXES. Licensee shall be responsible to pay all taxes of any type, nature or
description (including,  but not limited to, sale, use, gross receipts,  excise.
import or export) imposed on the transactions, products or services described In
this  Agreement,  except  for taxes  imposed  on or  measured  by  infoU8A.com's
corporate income.

27.  HEADINGS.  The title of each Exhibit or Appendix and the headings or titles
preceding  the text of the  Sections  or  Paragraphs  are  inserted  solely  for
Convenience of reference and shall not constitute a part of this Agreement,  nor
shall they affect the meaning,  construction  or effect of this  Agreement.  The
parties  have  each  participated  in  the  negotiation  and  drafting  of  this
Agreement.  In the event an  ambiguity  or question of intent or  interpretation
arises,  this Agreement  shall be construed as if drafted jointly by the parties
and no prosumption  or burden of proof shall arise  favoring or disfavoring  any
party by virtue of the authorship of any of the provisions of this Agreement.

28.  QUALITY  STANDARDS.  Each of  infoUSA.com  and Licensee  shall at all times
conduct  all  aspects of its  business  which  relate to this  transaction  in a
professional  manner that will reflect  favorably upon the other party, so as to
protect the reputation of the other party, its products and services.

29. INCLUSION OF NOTICES.  Licensee will not alter or impair any  acknowledgment
of copyright or other Intellectual Property Right of infoUSA.com that may appear
in the infoUSA.com  Database,  the intoUSA.com  Content or the infoUSA.com Brand
Features,  and shall include all copyright,  trademark and other similar notices
that infoUSA.com may reasonably request on the screens of the Licensee's Service
and as a part of the promotional efforts described in Section 6 above.

30 ALTERATION OF BRAND FEATURES. InfoUSA.com shall notify Licensee if it changes
or  adds to its  Brand  Features,  and  Licensee  shall,  within  30 days  after
receiving such  notification,  incorporate  such changed or added Brand Features
into the Licensee's Service, and, it applicable,  the Buttons, the Banner Ads or
any other of  infoUSA.com's  products to be  promoted  by  Licensee  pursuant to
Section 6 above.


                                       9

<PAGE>


31.  PUBLICITY  AND  PUBLIC  STATEMENTS.  Licensee  shall  not use or  reference
infoUSA.com's  name  directly or indirectly in any of its publicity or marketing
materials  without the prior written consent of infoUSA.com.  Licensee shall not
make any public  statements  regarding this Agreement or its  relationship  with
infoUSA.com  during the Term without the prior written  consent of  infoUSA.com,
except as required by law.

32.  REMEDIES.  Except as  otherwise  provided to this  Agreement,  the remedies
contained in this Agreement are cumulative and non-exclusive and may be utilized
in addition to all other remedies available to either party at law or in equity.

33.  COUNTERPARTS.  This  Agreement  may  be  executed  in  counterparts  and by
facsimile,  each of which  shall be deemed to be an  original,  and all of which
together shall constitute one and the same Agreement.

34.  NOTICES.  Any notice  required to be provided under this Agreement shall be
given in  writing  and shall be deemed  effectively  given  upon:  (a)  personal
delivery;  (b) deposit in the U.S. post office as certified or registered  mail:
(c) deposit In a private next day delivery service with written  verification of
receipt; or (d) when sent by confirmed telefax to the following individuals:

34.1   if to Licensee:

                           Valuestar, Inc.
                           350 22"(degree)Street
                           Oakland. CA 94612
                           Attn: Tony Poe, Jim Stein, and Roger Metzler
                           Phone 510-808-1559
                           Fax 800-310-1400
                           Email tpoe@valuestar.com

     From time to time, inf0USA,com receives urgent requests to remove or modify
certain  listings.  In such cases,  Licensee can be contacted  via e-Mall al the
following address;

                           tpoe@valuester.com

34.2    if to infoUSA.com:

                           378 Vintage Park Drive
                           Foster City, CA 94404
                           Attn- V. Holly Albert, V.P.& General Counsel
                           Fax No-: (650) 389-0855

36. DELIVERY. Within 15 business days after the Effective Date, infoUSA.com will
deliver the most recent version of the  infOUSA.com  Database and the Codemaster
to Licensee via CD ROM at the following address:

                           ValueStar. Inv..
                           360 22nd Street
                           Oakland, CA 94612
                           Attn: Aaron Gray
                           phone 510-808-1559
                           Fax 800-310-1400
                           Email agray@vafuestar.com

     Shipping terms will be F.O.B. shipping point.

36. UPDATES. Each month thereafter, infoUSA.com will deliver to Licensee Updates
of the  infoUSA.com  Content,  as well as an updated  CodeMaster  ("infoUlSA.com
Update")  as  specified  in Exhibit B.  Shipping  terms will be F.O.B.  shipping
point.


                                       10


<PAGE>


37.      DEFINITIONS.

37.1     Access  means  to  search  for.  locate,   and  subsequently  view  the
         infoUSA.com Content.

37.2     Agreement refers to this agreement entered into by the Parties.

37.3     Banner  Ads  refer to the  banner  advertisements  to be  published  by
         Licensee  throughout  the  screens of  Licensee's  Service  during each
         month.

37.4     Buttons  refer  to  advertisements  to be  posted  on  the  screens  of
         Licensee's  Service  which will provide a hyperlink to the  infoUSA.com
         web site that will allows Users to link to the  infoUSA.com web site to
         purchase services.

37.5     Codemaster refers to the Codemaster Data Table and Abbreviation  Table.
         The  Codemaster is to be used by Licensee for internal  purposes  only,
         and is provided by  infoUSA.com  so that  Licensee is able to interpret
         the infoUSA.com Database raw data.

37.6     Display means to use, reproduce, distribute. display or transmit.


37.7     Display Items refer  collectively  to a hyperlinked  infoUSA.com  logo,
         copyright  notice  and  "click  here"  language  on all  screens  where
         infoUSA.com Content is displayed or to a hyperlinked  infoUSA.com logo,
         copyright  notice and the Text line "some data provided by  infoUSA.com
         on all screens where infoUSA.com Content is displayed.

37.12    Effective  Rate  refers  to the  date of the last  party  to sign  this
         Agreement.

37.9     infoUSA.com   Brand  Features  refer   collectively  to   infoUSA.0om'a
         trademarks,  service marks,  logos and other distinctive brand features
         that are used in the  infoUSA.com  Content,  and,  if  applicable,  the
         Buttons,  the Banner Ads or any other of  infoUSA.com's  products to be
         promoted by Licensee.

37.13    infoUSA.com  Content refers to the data elements  (described in Exhibit
         C) in the infoUSA.com Database which are being licensed to Licensee.

37.14    infoUSA.com  Database  refers  to  the  database  to  be  delivered  to
         Licensee.

37.15    infoUSA.com   Intellectual   Property   refers   collectively   to  the
         infoUSA.com   Brand  Features  or  any  other  Item  of   infoUSA.com's
         proprietary or intellectual property.

37.16    infoUSA.com  Update  refers to updates of the  infoUSA.com  Content and
         updates to the Codemaster. As specified In Exhibit B.

37.17    Listing refers to a Page of either one person or business or a group of
         persons or businesses  which show name,  street address,  city,  state.
         Phone  number and  infoUSA.com  number,  unless  otherwise  provided in
         Section 3.2.

37.15    Net Revenue equals gross revenue less any fees and/or royalties paid by
         infoUSA.com to infoUSA or to other third parties, media, shipping costs
         and any returns or credits resulting from these sales and profiles.

37.16    Page  refers to any  Display of a listing,  a group of  Listings,  or a
         Record.

37.17    Parties refer collectively to infoUSA.com and Licensee.


                                       11


<PAGE>


37.18    Record  refers to a Page  showing  an  Individual  person or  business,
         unless otherwise provided In Section 3.2.

37.18    Revenues equal gross revenue less discounts, refunds, returns or credit
         resulting  from the sales leads and  profiles and also  excludes  sales
         tax, shipping and handling costs, customs end duties.

37.19    User  refers to any  company.  organization  or  individual,  which has
         access to the  infoUSA.com  Content  for  personal,  noncommercial  use
         through the Licensee's Service.


                                       12


<PAGE>


Final


                                Read and Approved


ValueStar, Inc.                                  infoUsa.com, Inc.




/s/ ANTHONY A. POE.                         /s/ J. PETER BARDWICK
--------------------------------            --------------------------------
Signature                                   Signature



    Anthony A. Poe                              J. Peter Bardwick
--------------------------------            --------------------------------
Name                                        Name


    VP Business Development                     COO & CFO, infoUSA.com, Inc.
--------------------------------            --------------------------------
Title                                       Title


    6/12/2000                                   June 14, 2000
--------------------------------            --------------------------------
Date                                        Date



                                       13


<PAGE>


Final

                                    EXHIBIT A
                        DESCRIPTION OF LICENSEE'S SERVICE

Licensee's  Service is a business rating service known as ValueStar,  which will
be made  available to Users only via  Licensee's  server on an Internet web site
located at  ValueStar.com  and on  Co-Branded  Sites as  expressly  provided  in
Section  3.2(b)iii.  Licensee's Service allows Users to search for businesses by
business category In a geographic area.  Licensee's  Service provides Users with
information  on businesses in the category and area searched which is either (1)
verified.  (2)  top  rated  or (3)  unverified.  A  verified  business  contains
information regarding licensing, insurance. credit. suits, customer satisfaction
surveys and complaints related to that particular business. A top rated business
contains the same information as a verified business, as well as a high score on
ValueStar's  customer  satisfaction  rating  System.  An unverified  business is
missing some information about either the licensing, insurance. credit. suits or
complaints minted to that particular business.  Licensee's Service permits Users
to  Improve  customer   satisfaction   from  service  providers  by  Identifying
ValueStar-rated service providers.

Licensee's  Service is created from more than 2,500  databases.  which  Licensee
filters and cross matches to create the Licensee's ValueStar database.  Licensee
will  use  the  infoUSA.com  Database  and  the  infoUSA.com  Content  contained
herewith,  along with databases  from third patty  sources.  to create its prime
data warehouse table subject to the restrictions set forth In this Agreement and
as  described  In  Exhibit  D. These data  sources,  including  the  infoUSA.com
Database, are used by Licensee to create a quality rating brand for each service
provider listed in Licensee's Services.



                                       14


<PAGE>


Final

                                    EXHIBIT B

                 DATA TO BE DELIVERED BY infoUSA.com (Section 2)

         Licensee will receive up to 6 million records from the US Business File
         portion  of the  infoUSA.com  Database,  based on *****  SIC  codes for
         various businesses from the service sector.

               UPDATES TO BE DELIVERED BY infoUSA.com (Section 35)


         Full file or transaction file update?     Full file update
         Via CD ROM or FTP (if available)?         CA ROM



* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


                                       15


<PAGE>
<TABLE>


                                                           EXHIBIT C

                                                DATA ELEMENTS AND LAYOUT
<CAPTION>

----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
<S>                           <C>                                  <C>       <C>                  <C>
FIELD                         DATA ELEMENT                         LENGTH    START                END
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------

----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------
*****                         *****                                *****     *****                *****
----------------------------- ------------------------------------ --------- -------------------- ---------------------------------


<FN>

* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.
</FN>
</TABLE>


                                       16


<PAGE>


NOTE:         PLEASE  REVIEW THE RECORD  LAYOUT  CAREFULLY.  THE  LICENSED  DATA
              PROVIDED UNDER THIS  AGREEMENT MAY INCLUDE  FIELDS  POPULATED WITH
              DATA WHOSE USE FOR  CERTAIN  PURPOSES  IS LIMITED  UNDER  FEDERAL,
              STATE OR OTHER  APPLICABLE  LAWS. UNDER THE TERMS OF THE AGREEMENT
              IT IS SOLELY LICENSEE'S RESPONSIBILITY TO4 COMPLY WITH SUCH LAWS.


                                       17



<PAGE>



                                    EXHIBIT D

 PURPOSE FOR WHICH THE INFOUSA.COM DATABASE AND CONTENT WILL BE USED BY LICENSEE


Validation Application

*****

*****

Internet Application

Licensee's web site, ValueStar.com,  will allow Users to query against the final
database described above, which database shall contain data from its infoUSA.com
Content in each  record,  except  when  Licensee  has added  records  subject to
restrictions sot forth Section 7.2. Records in Licensee's database which contain
primarily data elements from the  infoUSA.com  Content will be in the unverified
category  as  described  above in Exhibit A, which  unverified  records  will be
listed on the bottom of a User  query.  Records  in  Licensee's  database  which
contain data elements  from third party  sources In addition to the  infoUSA.com
Content will be in the verified and top rated  categories as described  above in
Exhibit  A.  All  data  will  be  available!   to  be  updated  by  the  service
provider/business.  subject to the  restrictions  set forth In Section  7.2, and
such updates will take  precedence  over all other sources of data In Licensee's
final database.

LOCATION OF SERVER(S): Global Center, 1215 Borrogus. Sunnyvale, CA 94089

LICENSEE'S URL WHERE  INFOUSA.COM  CONTENT WILL BE DISPLAYED:  www.valuestar.com
and on Co-Branded Sites as expressly provided in Section 3.2(b)iii
















* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.



                                       18



<PAGE>



                                    EXHIBIT E

              InfoUSA.com LOGO, COPYRIGHT NOTICES and BRAND FEATURE


         DISPLAYING THE INFOUSA.COM LOG0 ON THE UCENSEE'S SERVICE:

         Each search results page containing infoUSA.com Content will either (a)
         continuously display the following  hyperlinked logo, copyright notice,
         and "click  here"  language  or (b) display a  hyperlinked  infoUSA.com
         logo.  copyright  notice  and the text  line  "some  data  provided  by
         infoUSA.com" on all screens where infolJSA.com Content is displayed.

         Data by

         InfoUSA.com
         Copyright
         All Rights Reserved
              Click here for sales  leads,  mailing  lists and  business  credit
              reports.

         Some Data by
         InfoUSA.com
         Copyright
         All Rights Reserved

         The  infoUSA.com  logo will  provided by  infoJSA.com.  and will be 113
         pixels x 54 pixels In size.

         Listing: A Listing(s) will appear as follows:

              XYZ Company
              123 Main Street
              Anywhere, USA
              (123)456-7890

         Record: A Record will appear as follows;

              XYZ Company
              123 Main Street
              Anywhere, LISA 98766
              (123)466-7890



                                       19