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Advertising Production, Media-Buying and Call Center Agreement - Futuredontics Inc. and Inc.


          This advertising production, media-buying and call center agreement
("Agreement") is entered into as of March 28, 2001, by and between
Futuredontics, Inc., a California corporation with its principal offices at 6060
Center Drive, 7th Floor, Los Angeles, California 90045 ("Futuredontics") and, Inc., a Florida corporation with its principal office at 186 Court, Lake Helen, Florida 32744-0280 ("Attorneys"). Futuredontics
and Attorneys jointly will be referred to in this Agreement as the "Parties".


          Futuredontics has substantial experience in (1) the production of
television advertisements designed to elicit direct response from consumers
("Advertisements"); (2) the placement of Advertisements and buying the media
time to run the Advertisements through Futuredontics' affiliate 1-800-Marketing,
Inc.; and (3) the operation of a telephone call center to handle the consumer
calls generated by the Advertisements. Attorneys is in the process of launching
a new marketing program for lawyers, modeled closely on the business model
established and developed by Futuredontics.

          In October, 2000, the Parties entered into an agreement for
Futuredontics to provide consultative services to Attorneys in the areas of (1)
the operation of direct response marketing programs for professionals; (2)
marketing and selling memberships in such programs to professionals; and (3)
promoting such services to the public. Attorneys now wishes to engage
Futuredontics to produce Advertisements, buy the media time to air those
Advertisements, and assist Attorneys in the formation of a call center for
Attorneys pursuant to the following terms and conditions. Futuredontics wishes
to be so engaged.

          NOW, THEREFORE, the Parties agree as follows ("Agreement"):

                              TERMS AND CONDITIONS

1         DUTIES OF FUTUREDONTICS. Futuredontics will not be obligated to devote
          any specific amount of time or effort under this Agreement, but will
          devote as much time, effort and skill in carrying out its duties as
          necessary to achieve the Parties' goals in entering into this
          Agreement; provided, however, that Futuredontics will act with all
          possible speed in order to help Attorneys meet their deadlines.

2         CREATION AND PRODUCTION OF ADVERTISEMENTS. Futuredontics will create
          scripts for Attorneys ("Scripts"), which Attorneys will submit to the
          Florida Bar (the "Bar") for approval. From whatever Scripts are
          approved by the Bar, Futuredontics will produce 7 English-language
          Advertisements for Attorneys, 3 of which will also be produced in
          Spanish ("Advertisements"). The fee to Attorneys will be
          Futuredontics' cost to produce the Advertisements plus 10% mark-up
          ("Production Costs"). The Production Costs will include, without
          limitation, Futuredontics' out-of-pocket expenses incurred in the
          production of the Advertisements; the cost of time spent by
          Futuredontics personnel in producing the Advertisements and meeting
          with Attorneys

          personnel; travel expenses related to the production; Federal Express
          costs; and the cost of tape reproduction. The Parties anticipate that
          the Production Costs will be approximately $100,000.00. Futuredontics
          will not spend more than $125,000.00 on the Production Costs, however,
          without first obtaining Attorneys' written authorization to exceed
          that amount.

          2.1    APPROVAL BY ATTORNEYS. Futuredontics will submit the Scripts to
                 Attorneys, which Attorneys will approve or disapprove within 5
                 business days after receipt. Once Attorneys has approved the
                 Scripts, Attorneys will submit the Scripts to the Bar for
                 approval. Upon receipt of approval from the Bar, Attorneys will
                 select 7 scripts from those approved by the Bar for production
                 by Futuredontics in English ("Chosen Scripts"). In addition,
                 Attorneys will designate 3 of the Chosen Scripts to be produced
                 in Spanish. Futuredontics will provide Attorneys with
                 storyboards for the Chosen Scripts ("Storyboards"), which
                 Attorneys will approve or disapprove. Attorneys failure to
                 disapprove of the Storyboards in writing within 5 days after
                 receipt will be deemed approval.

                 provide Futuredontics with a detailed description of the legal
                 requirements for advertising by lawyers in the jurisdictions in
                 which Attorneys wishes to air the Advertisements ("Legal
                 Requirements"). While Futuredontics will use its best efforts
                 to ensure that the Advertisements comply with the Legal
                 Requirements, after Attorneys' approval of the Scripts under
                 Section 2.1 Futuredontics will have no liability arising from
                 the failure of the Advertisements to comply with the Legal
                 Requirements and Attorneys alone will bear any and all such

          2.3    DEPOSIT FOR PRODUCTION COSTS. Upon execution of this Agreement,
                 Attorneys will deposit $100,000.00 with Futuredontics, which
                 Futuredontics will dispense as necessary during the production
                 of the Advertisements (the "Deposit"). If the Deposit in its
                 entirety is dispensed before the Advertisements are completed,
                 Futuredontics will provide Attorneys with a monthly accounting
                 of how the Deposit was spent, and Attorneys will make an
                 additional deposit with Futuredontics. The amount of the
                 additional deposit will be determined by the Parties at such
                 time as the additional deposit becomes necessary.

          2.4    FINAL ACCOUNTING. When the Advertisements have been completed,
                 Futuredontics will provide Attorneys with a final accounting of
                 the Production Costs ("Final Accounting"). If any balance is
                 owed to Futuredontics in excess of the Deposit, Attorneys will
                 remit such balance to Futuredontics within 30 days after
                 receipt of the final accounting. If any balance is owed by
                 Futuredontics to Attorneys, Futuredontics will remit said
                 balance to Attorneys along with the Final Accounting.


3         MEDIA-BUYING.

          3.1    TERM OF EXCLUSIVE ENGAGEMENT. Attorneys hereby engages
                 Futuredontics as its exclusive media-buying agency for a period
                 of two years beginning on the first day of the first month for
                 which Futuredontics first buys media for Attorneys ("Exclusive
                 Engagement Term"). By way of example but not limitation, if
                 time is first bought for Attorneys' Advertisements to run in
                 June of 2001, the Exclusive Engagement Term will begin on June
                 1, 2001 and terminate on May 31, 2003, unless the media-buying
                 relationship is terminated sooner for cause pursuant to Section
                 3.8 below.

          3.2    MEDIA-BUYING DUTIES OF FUTUREDONTICS. On behalf of Attorneys,
                 Futuredontics will purchase air time for the running of the
                 Advertisements in accordance with a monthly media-buying plan
                 to be agreed upon by the parties monthly in advance
                 ("Media-buying Services"). The Parties will agree on the gross
                 monthly budget no less than thirty-five days preceding the
                 month concerned ("Gross Media Budget"). The cost to Attorneys
                 will be 95% of the Gross Media Budget and Attorneys will
                 deposit with Futuredontics 95% of the Gross Media Budget no
                 less than 30 days prior to the start of that month in which the
                 media is to be broadcast ("Advertising Month"). Futuredontics
                 will have no obligation to buy the media unless Attorneys'
                 deposit is received at least 30 days prior to the start of the
                 Advertising Month. In addition to Media-buying Services,
                 Futuredontics will (1) traffic copies of the Advertisements to
                 the various media outlets that are chosen in the Gross Media
                 Budget; (2) provide Attorneys with weekly reports based on the
                 call center data available to Futuredontics; and (3) provide
                 Attorneys with copies of all gross invoices from media outlets
                 for which Attorneys has been charged.

          3.3    AUTHORIZATION TO ACT; APPROVALS. Upon the written authorization
                 of Attorneys' Chief Executive Officer or Chief Operating
                 Officer, Futuredontics is authorized to act on behalf of
                 Attorneys in the purchasing of advertising and other forms of
                 communications. Attorneys agrees to be responsible for
                 non-cancelable contracts and incidental charges related to such
                 advertising and communications.

          3.4    CHANGES AND CANCELLATIONS. Attorneys may request changes or
                 cancellations or require that a work in progress be stopped;
                 provided, however, that Attorneys will reimburse Futuredontics
                 for any unrecoverable expense(s). In general, the notice
                 required to cancel or change a media buy is three weeks prior
                 to the broadcast date.

                 acting solely as Attorneys' agent in the placement of Attorneys
                 Advertisements. As such, it is authorized by Attorneys to
                 purchase advertising space within budget and Attorneys agrees
                 to indemnify, hold harmless and defend Futuredontics from and
                 against any liability incurred by Futuredontics while acting as
                 Attorneys' agent. By way of example, but not limitation,
                 Attorneys will indemnify Futuredontics against any loss
                 incurred as a result of claims or proceedings brought against
                 Futuredontics based on advertising approved by Attorneys for
                 publication or broadcast.


          3.6    FEE. Futuredontics will retain 10% of the Gross Media Budget as
                 compensation for its services in connection with media-buying
                 ("Media-buying Fee"). In the event that media outlet(s) offer
                 to run the Advertisements and pay a commission in excess of 15%
                 to Futuredontics, Attorneys and Futuredontics will split the
                 commission to the extent that it exceeds 15% of the Gross Media

          3.7    EXPENSES. In addition to paying Futuredontics the Media-buying
                 Fee, Attorneys will reimburse Futuredontics for all
                 out-of-pocket costs arising in connection with media-buying.
                 Such expenses will include, without limitation, Federal Express
                 charges for trafficking Advertisements to media outlets and
                 paying media invoices on Attorneys' behalf. Futuredontics will
                 advance such expenses and submit invoices to Attorneys for
                 reimbursement accompanied by supporting documentation.
                 Attorneys will reimburse Futuredontics for such expenses within
                 10 days after receipt of invoices and documentation.
                 Futuredontics will not incur any single expense in excess of
                 $1,000.00 without obtaining prior written approval from

          3.8    TERMINATION OF MEDIA-BUYING. As a material inducement for
                 Futuredontics to provide services under this Agreement in the
                 areas of creation and production of advertisements and call
                 center incubation, Attorneys agrees not to cancel the
                 media-buying agreement before the expiration of the Exclusive
                 Engagement Term, except for cause as defined herein ("Cause").
                 For the purpose of this Section 3.8, Cause is defined as
                 Futuredontics' gross negligence or willful misconduct in the
                 performance of its obligations under this Agreement ("Default")
                 and failure to cure such Default within 30 days after receiving
                 written notice of Default from Attorneys.

                 3.8.1    Except in the case of a Termination for Cause under
                          Section 3.8, in the event Attorneys engages another
                          agency to buy its media during the Exclusive
                          Engagement Term, Attorneys agrees to pay Futuredontics
                          a fee of 10% of the amount they spend on media buys
                          made by the other agency, regardless of the commission
                          Attorneys is required to pay the other agency.

4         CALL CENTER INCUBATION.  Futuredontics agrees to incubate a call 
          center for Attorneys as follows:

          4.1    TERM FOR CALL CENTER SERVICES. Futuredontics will provide
                 services under this Section 4 for an initial term of 6 months
                 beginning on June 1, 2001, ("Initial Call Center Term"), and
                 thereafter on a month-to-month basis ("Renewal Call Center
                 Term"). Either party may terminate the Call Center Incubation
                 portion of this Agreement after the expiration of the Initial
                 Call Center Term by giving 90 days' written notice.

                 4.1.1    Attorneys acknowledges that Futuredontics will hire
                          and train Call Center personnel prior to the official
                          launch date, and that Attorneys will be responsible
                          for expenses related to hiring and training. Attorneys
                          will pre-approve the number of personnel to be hired
                          and the time frames for hiring. While Futuredontics
                          will endeavor to limit the training period to three
                          weeks, Attorney


                          acknowledges and agrees that the training period may
                          last for up to five weeks prior to the official launch
                          date.  Attorneys agrees to notify Futuredontics of the
                          Official Launch Date no less than six weeks prior to 
                          that date.
          4.2    SERVICES. It is anticipated by the Parties that following the
                 Initial Call Center Term and any Renewal Call Center Term(s),
                 Attorneys will establish its own call center in Florida. During
                 the Initial Call Center Term and any Renewal Call Center
                 Term(s), Futuredontics will:

                 4.2.1    Provide call handling services for the 1-800-ATTORNEYS
                          telephone number at Futuredontics' call center in Los
                          Angeles; provided, however, that if the call volume
                          generated by the Attorneys Advertisements exceeds that
                          which can be handled by 25 call center operators at
                          any one time, it may become necessary for
                          Futuredontics to outsource some portion of the
                          Attorneys call handling. Attorneys acknowledges that
                          Futuredontics currently operates its call center
                          during the following Pacific Standard Time hours:
                          Monday and Tuesday from 5:00 AM until 8:00 PM;
                          Wednesday and Thursday from 5:00 AM until 7:00 PM;
                          Friday from 5:00 AM until 6:00 PM; and Saturday from
                          6:00 AM until Noon. Attorneys further acknowledges
                          that Futuredontics does not operate its call center at
                          night and, therefore, with regard to call center
                          operations during the nighttime hours, the Parties
                          will jointly decide exactly what the hours of
                          operation of the Futuredontics call center will be
                          after the Attorneys Advertisements begin to run and
                          the call volume can be analyzed.

                 4.2.2    At Attorneys' request, train one or more call center
                          supervisors for Attorneys ("Trainee(s)") at
                          Futuredontics' call center; provided, however, that
                          Trainee(s) will be hired and employed by Attorneys and
                          Attorneys will be responsible for all expenses
                          associated with the employment and training of

                 4.2.3    Assist Attorneys in the preparation of call-handling

                 4.2.4    Advise Attorneys with respect to staffing guidelines
                          based on call-handling volume;

                 4.2.5    Advise Attorneys with respect to purchase of telephony
                          equipment, computer hardware, computer software and
                          other purchases necessary for Attorneys to operate its
                          own call center; and

                 4.2.6    To the extent that it is commercially reasonable for
                          both Parties, Futuredontics will adapt its proprietary
                          software (Futuredontics' Software) for use in the
                          1-800-Attorneys referral system. In the event it is
                          deemed by either Party not to be commercially
                          reasonable to adapt the Futuredontics' Software,
                          Futuredontics will advise Attorneys on the purchase of
                          third party software that has been designed for
                          attorney referral services. If Futuredontics is able
                          to adapt the Futuredontics' Software for Attorneys'
                          use, then at such time as Attorneys operates its own
                          call center, Futuredontics will license the
                          Futuredontics' Software to Attorneys at a reasonable,
                          market price that will be negotiated by the Parties at
                          that time.

                 4.2.7    Such other miscellaneous services as the Parties agree
                          is necessary for the successful incubation of
                          Attorneys' own call center.

          4.3    CALL CENTER COSTS. Futuredontics will provide services under
                 this Section 4 at its cost plus 10% mark-up. Attorneys agrees
                 to bear each and every expense associated with Futuredontics'
                 performance of its duties under this Section 4. Attorneys will
                 reimburse Futuredontics for all costs that are incurred in the
                 performance of Futuredontics' duties under this Section 4
                 ("Call Center Costs") upon receipt of billing from
                 Futuredontics; provided, however, that Futuredontics will
                 obtain Attorneys written authorization before incurring any
                 single expense in excess of $1,000.00. Call Center Costs will
                 include, without limitation, all out-of-pocket expenses
                 incurred by Futuredontics as well as the cost of staff time
                 spent by Futuredontics' employees in the course of fulfilling
                 Futuredontics' duties under this Section 4.

                 4.3.1    ESTIMATION OF COSTS. The Parties agree and acknowledge
                          that, due to the large number of variables involved,
                          it is not possible to predict the Call Center Costs
                          with great accuracy. Nevertheless, as a planning tool,
                          Futuredontics will provide to Attorneys a computerized
                          Call Center Costing Tool in the form of an Excel

5         NO RIGHT TO ASSIGN. Neither Party may assign this Agreement without
          the prior written consent of the other, which consent shall be given
          solely in the discretion of the Party from whom consent is sought;
          provided, however, that this provision shall not be construed to
          prevent either Party from entering into a bona fide merger, or from
          selling or assigning this contract along with substantially all of its
          assets to a third party.


          6.1    COVENANT NOT TO USE OR DISCLOSE TRADE SECRETS. In the course of
                 performing this Agreement, a party hereto may reveal
                 confidential information and trade secrets to the other party.
                 During the Term of this Agreement and for a period of 2 years
                 thereafter, each party will regard and preserve as confidential
                 Confidential Information as defined in paragraph 6.1.1 below
                 pertaining to a party and its affiliates that has been or may
                 be obtained by the other party in any way by reason of the
                 parties agreement hereunder. Neither party will, without the
                 prior and specific written consent of the other party (i) use,
                 publicize, release or disclose to others, either during or
                 after the Term (as set forth above), any trade secrets or other
                 Confidential Information or (ii) take or retain or copy any of
                 a party's specifications, drawings, reproductions, customer
                 lists, or other documents or things. This provision will not
                 apply to any information that has been publicly disclosed by
                 the party to which such Confidential Information relates,
                 independently developed and disclosed by others, or otherwise
                 enters the public domain through lawful means. The foregoing
                 will not be construed to (A) limit Attorneys' right to use
                 Confidential Information in the operation of their
                 800-Attorneys telephone-based attorney referral service; and
                 (B) information required to be disclosed in a judicial or
                 administrative proceeding, or as otherwise required to be
                 disclosed by law, in any such case after all reasonable legal
                 remedies for maintaining such information in confidence have


                 been exhausted, including, but not limited to, giving a party
                 not less than 10 days prior written notice of the possibility
                 of such disclosure so that the non-disclosing party may attempt
                 to stop such disclosure or obtain a protective order concerning
                 such disclosure.

                 6.1.1    DEFINITION. For purposes of this Agreement, the term
                          "Confidential Information" will mean: (A) all and any
                          trade secrets of a party hereto, including without
                          limitation, information encompassed in all drawings,
                          designs, plans, proposals, marketing and sales plans,
                          customer lists, financial information, costs, pricing
                          information; and (B) all concepts or ideas, in or
                          reasonably related to the business of a party hereto
                          that has not previously been publicly released by its
                          duly authorized representative.

          6.2    UNFAIR COMPETITION. During the Term, and for a period of two
                 years thereafter ("Non-competition Period"), the Parties agree
                 not to compete, promote, participate in or engage in any
                 activity or other business, either directly or indirectly,
                 whether as a partner, contractor, shareholder, or otherwise in
                 competition with the business engaged in by the other Party at
                 the time this Agreement is executed. Thus, Futuredontics agrees
                 to forbear from engaging in the attorney referral service and
                 the bar association directory service and Attorneys agrees to
                 forbear from engaging in the dentist referral service during
                 the Non-competition Period. Each Party agrees to disclose to
                 the other Party any and all competitive plans which the
                 disclosing Party may have under consideration whether or not
                 the disclosing Party intends to act upon them. In addition,
                 during the Term of this Agreement, Futuredontics shall not
                 perform any work of a substantially similar nature for any
                 competitor of Attorneys. Breach of this provision shall
                 constitute a material breach of this Agreement.

          6.3    COVENANT NOT TO DIVERT. During the term of this Agreement and
                 for a period of two years thereafter, the Parties will not
                 directly or indirectly solicit, induce, attempt to induce or
                 endeavor to entice away any employee of the other Party,
                 whether for their own account or for the account of a

          6.4    To the extent that Futuredontics has transferable rights
                 therein, the parties acknowledge and agree that the services
                 are being performed and that any programs, photographic
                 materials, documentation and other written materials, prepared
                 or edited by Futuredontics under this Agreement (the "Work")
                 are being created at the request of Attorneys, that the Work
                 will be deemed a work made for hire under the United States
                 copyright laws, and that Attorneys will have the unlimited
                 right to supervise, control and direct Futuredontics as to all
                 aspects of the creation of the Work. Attorneys will have the
                 right to use the whole Work, or any parts thereof, or none of
                 the Work, as it sees fit. Attorneys may alter the Work, add to
                 it, or combine it with any other work or works, in its sole
                 discretion. All rights in and to the Work and all material
                 submitted by Futuredontics to Attorneys as part of the Work or
                 part of the process of creating the Work, including but not
                 limited to programs, listings, electronic files, printouts,
                 reports, documentation, and notes will be the property of
                 Attorneys whether or not it uses such material. No rights are
                 reserved to Futuredontics.

7         WARRANTIES

          7.1    WARRANTY OF ATTORNEYS. With regard to the name and service mark
                 "1-800-DENTIST(R)" (the "Mark"), Attorneys acknowledges that
                 Futuredontics holds a license to use the Mark with respect to
                 the operation of a cooperative advertising service for dentists
                 under license from Applied Anagramics, Inc. Attorneys further
                 acknowledges that the unauthorized use of the Mark will cause
                 irreparable damage to Futuredontics, which could include the
                 loss of the license. Attorneys therefore warrants that it will
                 not use the Mark nor authorize others to use the Mark without
                 the prior written consent of Futuredontics. Because of the
                 irreparable nature of the harm that may arise from a breach of
                 the warranty contained in this paragraph, Attorneys agrees
                 that, in addition to all other remedies Futuredontics may have
                 at law under this Agreement, Futuredontics will be entitled to
                 obtain injunctive relief to restrain a breach or threatened
                 breach of this warranty.

          7.2    WARRANTY OF FUTUREDONTICS. With regard to the name and service
                 mark "1-800Attorneys(R)" and similar names and marks (the
                 "Attorneys Mark"), Futuredontics acknowledges that Attorneys
                 owns all right, title and interest in and to the Attorneys Mark
                 and that the unauthorized use of the Attorneys Mark will cause
                 irreparable damage to Attorneys. Futuredontics therefore
                 warrants that it will not use the Attorneys Mark nor authorize
                 others to use the Attorneys Mark without the prior written
                 consent of Attorneys. Because of the irreparable nature of the
                 harm that may arise from a breach of the warranty contained in
                 this paragraph, Futuredontics agrees that, in addition to all
                 other remedies Attorneys may have at law under this Agreement,
                 Attorneys will be entitled to obtain injunctive relief to
                 restrain a breach or threatened breach of this warranty. In
                 addition, Futuredontics also warrants that all Work provided or
                 performed by Futuredontics hereunder by it or its
                 subcontractors shall be original work or duly licensed work and
                 shall not infringe in any manner the intellectual property
                 rights of any third parties including without limitation any
                 trademarks, trade secrets, copyright rights or other
                 intellectual property rights, except as otherwise disclosed by
                 Futuredontics in writing to Attorneys and provided that
                 Futuredontics is authorized in writing by Attorneys to proceed
                 with the publication and/or use thereof notwithstanding such

          7.3    INDEMNIFICATION.

                 7.3.1    Futuredontics shall defend, indemnify and hold
                          harmless Attorneys from any claims, demands, losses,
                          fees and expenses (excluding attorney's fees) incurred
                          by Attorneys arising out of Futuredontics gross
                          negligence or willful misconduct in the creation or
                          promulgation of any Work or services provided
                          hereunder; provided Attorney's gives Futuredontics
                          prompt notice of any such claim, Futuredontics has the
                          sole right to defend or settle each such claim and
                          Attorneys shall fully cooperate with Futuredontics.
                          Attorneys may be represented by its own counsel at its
                          own expense.

                 7.3.2    It shall be Futuredontic's responsibility to obtain
                          necessary consents, licenses, releases or other
                          authorization for the use of all materials, properties
                          or services in connection with the Work or services


                          provided hereunder; provided, however, that Attorneys
                          alone shall be responsible for obtaining all
                          governmental or regulatory approvals that are required
                          before the Advertisements can be aired.

                 7.3.3    Futuredontics will use its best efforts to protect
                          Attorneys against any claims for the unauthorized use
                          of name or likeness of any person; libel; slander;
                          defamation; disparagement; piracy; plagiarism; idea
                          misappropriation; infringement of copyright title,
                          slogan or other property right; and any invasion of
                          the right of privacy.

                 7.3.4    It will be Attorney's responsibility to (i) provide
                          truthful information and/or data relevant to claims or
                          representations made with respect to its products or
                          services, (ii) review all public relations or other
                          materials prepared under this Agreement and submitted
                          by Futuredontics to Attorneys in writing in order to
                          confirm that such claims or representations, whether
                          direct or implied, are accurate, and are not deceptive
                          or misleading of the descriptions and depictions of
                          its products and services and/or any competitive
                          products, (iii) defend, indemnify and hold harmless
                          Futuredontics from any claims, demands, losses, fees,
                          and expenses, (excluding attorney's fees) incurred by
                          Futuredontics arising out of any product claims or
                          product representations of Attorneys products or
                          services or those of its competitors approved in
                          advance in writing by Attorneys; provided
                          Futuredontics gives Attorneys prompt written notice of
                          any such claim, Attorneys has the sole right to defend
                          or settle on such claim and Futuredontics shall fully
                          cooperate with Attorneys. Futuredontics may be
                          represented by its own counsel at its own expense.


          OF SUIT THEREON.

9         INDEPENDENT CONTRACTOR. Futuredontics acknowledges and agrees that its
          relationship to Attorneys is exclusively that of an independent
          contractor, and that Attorneys' obligations to Futuredontics are
          exclusively contractual in nature.


10        TERMINATION.

          10.1   Attorneys may terminate this Agreement upon material breach by
                 Futuredontics if such breach is not cured within thirty (30)
                 days notice from Attorneys. In the event of such termination,
                 neither party shall have any further liability to the other
                 except for Attorneys obligation to Futuredontics to pay
                 pursuant to Sections 2, 3.6 and 4.3 for actual time and
                 expenses and mark-up incurred prior to the termination. In the
                 event of termination, all right, title and interest in and to
                 the Work shall belong to Attorneys.

          10.2   Material breach of this Agreement shall consist of the material
                 failure of Futuredontics to carry out the Work or to provide
                 the services contemplated herein after being given 30 days
                 written notice thereof, (ii) breach of the confidentiality
                 provisions of Section 6, or (iii) violation of Sections 6.2 and

          10.3   Upon any termination of this Agreement, Futuredontics shall
                 immediately deliver to Attorneys all materials in any medium
                 received from Attorneys or developed by Futuredontics (or any
                 part thereof) in connection with performing any services
                 hereunder, or the Work.

11        NOTICES. All notices, statements and other documents that any party is
          required or desires to give to the other party hereunder will be given
          in writing and will be served in person, by express mail, by certified
          mail, by overnight delivery or by facsimile at the respective
          addresses of the parties as set forth below, or at such other
          addresses as may be designated in writing by such party in accordance
          with the terms of this Section 11.

          IF TO FUTUREDONTICS:       Futuredontics, Inc.
                                     6060 Center Drive, 7th Floor
                                     Los Angeles, California 90045
                                     Attention: Susan Keenberg, General Counsel
                                     Facsimile: 310-215-6623

          IF TO ATTORNEYS: , Inc.
                                     186 Court
                                     Lake Helen, Florida 32744
                                     Attention:  Peter S. Balise, President
                                                 Bill Wrigley, COO
                                     Facsimile: 904-228-0276

          Delivery will be deemed conclusively made (i) at the time of
          service, if personally served, (ii) when deposited in the United
          States mail, properly addressed and postage prepaid, if delivered by
          express mail or certified mail, (iii) upon deposit with the private
          overnight deliverer, if served by overnight delivery, and (iv) at
          the time of electronic transmission (as confirmed in writing),
          provided a copy is mailed within twenty-four (24) hours after such
          transmission. The time to respond to any notice will run from the
          time the notice is actually delivered to the person to whom the
          notice is addressed.



          12.1   APPLICABLE LAW AND JURISDICTION. This Agreement will be
                 governed by and construed in accordance with the laws of the
                 State of California (without regard to conflicts of laws
                 principles), and the parties hereby consent to the jurisdiction
                 of the courts of competent jurisdiction in Los Angeles County,
                 California over all matters relating to this Agreement.

          12.2   BINDING EFFECT. All the terms and conditions of this Agreement
                 will be binding upon and inure to the benefit of the parties
                 hereto and their respective successors and assigns.

          12.3   COUNTERPARTS. This Agreement may be executed in any number of
                 counterparts, each of which will be deemed an original, and all
                 such counterparts together will constitute but one agreement.

          12.4   DESCRIPTIVE HEADINGS. The paragraph and section headings in
                 this Agreement are for convenience only and will not control or
                 affect the meaning or construction of any provision of this

          12.5   ENFORCEABILITY; SEVERABILITY. If any provision of this
                 Agreement is deemed to be invalid or unenforceable, in whole or
                 in part, such provision will be deemed to be modified or
                 restricted to the extent and in the manner necessary to render
                 the same valid and enforceable, or will be deemed excised from
                 this Agreement, as the case may require, and this Agreement
                 will be construed and enforced to the maximum extent permitted
                 by law as if such provision had been originally incorporated
                 herein as so modified or restricted, or as if such provision
                 had not been originally incorporated herein, as the case may

          12.6   FACSIMILE SIGNATURES. The signature on this Agreement of any
                 party that is faxed to the other party, will be deemed an
                 original signature for the purpose of enforcement of this

          12.7   INTEGRATION; MODIFICATION. This Agreement constitutes the
                 entire understanding and agreement between the Parties
                 regarding its subject-matter and supersedes all prior
                 negotiations and agreements, whether oral or written, between
                 them with respect to its subject-matter. This Agreement may not
                 be modified except by a written agreement signed by the

          12.8   INTEREST AND COSTS; ATTORNEYS' FEES. In the event of any legal
                 proceeding, litigation or alternative dispute resolution
                 between the parties respecting or arising out of this
                 Agreement, the prevailing party will be entitled to recover its
                 reasonable attorneys' fees and other costs in connection
                 therewith, including, without limitation, any attorneys' fees
                 incurred after a judgment has been entered by a court of
                 competent jurisdiction.


          12.9   WAIVER. The waiver by any party hereto of a breach of any
                 provision of this Agreement will not operate or be construed as
                 a waiver of any prior or subsequent breach; provided, however,
                 that either party to this Agreement may waive any obligation
                 owed to such party, if such waiver is in writing signed by an
                 authorized signer.

13        FORCE MAJEURE. In the event of substantial or total inoperability of
          Futuredontics' equipment, site, and personnel due to an event of force
          majeure, Futuredontics promises to use the same efforts to maintain a
          continuous supply of Work and services to Attorneys that it uses to
          maintain Futuredontics' own business activities. To the extent that
          additional costs arise from the provision of services under this
          Agreement following an event of force majeure, Attorneys will have the
          right to approve or disapprove any such additional costs, which costs
          shall be itemized by Futuredontics and not subject to the 10% mark-up
          specified in Section 4.3. If Attorneys disapproves such additional
          costs, Futuredontics will be absolved from any obligation to maintain
          Work and services to Attorneys. Events of force majeure include, but
          are not limited to, earthquake, devastation from floods, power
          failures and fire. Futuredontics shall verbally notify Attorneys of
          any event of force majeure as soon as is practical. A written
          notification of the event of force majeure ("Event") and how Attorneys
          will be serviced following the Event will be submitted to Attorneys as
          soon as commercially practical following the Event.

In Witness Whereof, the Parties have executed this Agreement.

Futuredontics, Inc.                 , Inc.
By: /s/ Alfred J. Joyal     3/28/01           By:  /s/ Peter S. Balise   3/28/01
    -------------------------------                -----------------------------
    Alfred J. Joyal          Date                  Peter S. Balise         Date
    Chief Executive Officer                        President

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