Intelligent LISTING AND ADVERTISING AGREEMENT This Listing and Advertising Agreement (this "Agreement") was entered into this 4th day of August, 1999 by EVRI / CarFinance.com and between Intelligent Life Corp., a Florida corporation ("ILIFE") with its...

Intelligent



                  LISTING AND ADVERTISING AGREEMENT


    This Listing and Advertising Agreement (this "Agreement") was
entered into this 4th day of August, 1999 by EVRI / XxxXxxxxxx.xxx and
between Intelligent Life Corp., a Florida corporation ("ILIFE") with its
principal place of business at 00000 X.X. Xxxxxxx Xxx, Xxxxx 000, Xxxxx
Xxxx Xxxxx, Xxxxxxx, and the persons or entities described on Schedule A
hereto (collectively, "Advertiser").  All Schedules and Exhibits shall be
incorporated herein by this reference and shall be made a part hereof.

The parties agree as follows:

1. Term. The term of this Agreement (the "Term") shall begin and become
effective as of the date above and remain in force for [*] from that
date or until terminated by either party as provided by this
Agreement.  If renewal terms are permitted, a Term shall refer to the
initial Term as well as any renewal Terms.

2. Standards.  The advertising policies as set forth in Exhibit A shall
be agreed and adhered to.

3. Advertising Fee.  The Advertising Fee shall be as set forth on
Schedule A (as mutually amended from time to time in the form of a
Schedule B) ILIFE reserves the right to hold Advertiser and any
authorized advertising agent included on Schedule A  (as mutually
amended from time to time in the form of a Schedule B) jointly and
severally liable for any and all amounts owed under this Agreement.
Advertiser acknowledges that any discounts from the Advertising Fee as
set forth on aforementioned schedules were granted in exchange for
Advertiser's agreement to include Advertisements and/or Hyperlinks (as
such terms are defined herein) in ILIFE's media on a regular basis as
set forth in this Agreement.  In the event that the Advertisements
and/or Hyperlinks are not published according to the frequency agreed
to by the parties, ILIFE reserves the right to back charge Advertiser
for any and all such previously discounted amounts Advertising Policy.
Unless otherwise stated both parties agree to adhere to the terms of
ILIFE's advertising policy as stated on Exhibit A.

3.1. Payment Terms.
3.1.1. Payment in Advance.  Unless credit approval has been given
by ILIFE's Credit Manager or his or her designee, all
Advertising Fees are due and payable [*].  ILIFE reserves the
right not to publish any Advertisement or include any Hyperlink
if ILIFE has not received Advertiser's payment in full by such
date.
3.1.2. Credit Terms.  If ILIFE has approved the extension of
credit to Advertiser, invoices are due and payable immediately
upon Advertiser's receipt of such invoices.  Advertiser shall
remit to ILIFE all Advertising Fees as reflected on the invoice
no later than [*] after the closing date stated on the invoice
(the "Closing Date").  ILIFE shall charge Advertiser an
additional late fee of [*] for any amounts that are unpaid as
of the Closing Date, per invoice. If any payment is not made in
a timely manner, ILIFE may, at its option, terminate this
Agreement immediately and proceed with any collection action it
deems necessary or desirable.

4. Advertisements and Hyperlink Listings.

4.1. Description of Hyperlinks.  Schedule A contains a description of
(i) the advertisements (the "Advertisements") and/or hyperlinks
("Hyperlinks") that ILIFE shall cause to be published or
implemented, (ii) with respect to Advertisements, the frequency of
publication, and (iii) the media and location within such media in
which such Advertisements and Hyperlinks shall appear. For
purposes of this Agreement, a Hyperlink used in connection with a
rate table listing shall be referred to as a "Hyperlink Rate
Listing."

4.2. Hyperlink Destinations.  Prior to activating any Hyperlink,
Advertiser shall provide ILIFE with a true and correct Uniform
Resource Locator (URL) for the destination of any Hyperlinks and
all such destinations shall be subject to ILIFE's review and
approval.  Once ILIFE has approved the destination web page for a
Hyperlink, Advertiser shall not materially modify the content of
such web page or change the ultimate destination of such Hyperlink
without ILIFE's prior written approval.

5. Placement of Internet Advertisements and Hyperlinks.  Advertiser
acknowledges and agrees that any Advertisement or Hyperlink to be
placed on the Internet may be placed on any Internet web page which is
owned or operated by ILIFE, including but not limited to ILIFE's main
web site and/or any of ILIFE's mirror, co-branded or derivative sites.

6. Use of ILIFE Name or Intellectual Property.  ILIFE values highly its
name, trademarks, service marks, logos, designations and other
intellectual property (collectively, the "ILIFE Brand Marks"), as well
as its goodwill as a leading provider of financial information in the
U.S.  Thus, nothing in this Agreement shall be construed as giving
Advertiser permission or a license of any kind to reproduce or use
ILIFE's name or any ILIFE Brand Xxxx in any form or manner whatsoever,
and Advertiser shall be prohibited, without the prior written consent
of ILIFE, from so reproducing, referencing or using ILIFE's name or
any ILIFE Brand Xxxx.

7. General Provisions.  This Agreement and all transactions contemplated
by this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Florida.  Any civil action
or legal proceeding arising out of or relating to this Agreement shall
be brought in the courts of record of the State of Florida in Palm
Beach County or the United States District Court, Southern District of
Florida, West Palm Beach Division.  Each party consents to the
jurisdiction of such court in any such civil action or legal
proceeding and waives any objection to the laying of venue of any such
civil action or legal proceeding in such court.  If any provision of
this Agreement or any other agreement entered into pursuant hereto is
contrary to, prohibited by or deemed invalid under applicable law or
regulation, such provision shall be inapplicable and deemed omitted to
the extent so contrary, prohibited or invalid, but the remainder
hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible.

The provisions of this Agreement may not be amended, supplemented,
waived or changed orally, but only by a writing signed by the party as to
whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.
Advertiser shall not assign his or its rights and/or obligations under
this Agreement without the prior written consent of ILIFE.  All of the
terms and provisions of this Agreement shall be binding upon, inure to
the benefit of, and be enforceable by the parties and their respective
legal representatives, successors and permitted assigns.

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of
the day and year first above written.


INTELLIGENT LIFE CORP.          ADVERTISER


By:                             By:


Date: 11/19/99                  Date:



Exhibit A - Advertising Policy


1)      Publishing Criteria:
        a)      Criteria: ILIFE reserves the right to refuse any Advertisement or
Hyperlink or to cancel any Advertisement or Hyperlink that does not
comply with ILIFE's standards or criteria.  In its sole discretion,
ILIFE reserves the right to cancel or remove any Advertisement or
Hyperlink at any time and from time to time. In the event of an error
in any Advertisement or Hyperlink, which is caused by an act or
omission of ILIFE, ILIFE shall not be liable for any damages, costs,
expenses or other liability that exceeds the Advertising Fee related
specifically to the erroneous Advertisement or Hyperlink.

        b)      Timeliness of Data: ILIFE's obligation to publish a Hyperlink Rate
Listing pursuant to this Agreement shall immediately cease if
Advertiser has not timely provided ILIFE with such current rates
for [*].

        c)      Refunds: In the event that ILIFE shall cease to publish any
Hyperlink Rate Listing, Hyperlink or Advertisement due to failure
of Advertiser to send in timely rates, Advertiser shall not be
entitled to any refund of any Advertising Fee and shall be required
to pay any remaining Advertising Fee to ILIFE as such amounts
become due and payable.

2)      Space Changes.  ILIFE reserves the right to substitute, exchange, add,
change or delete any space for an Advertisement or Hyperlink for any
reason at any time and for any length of time.

3)      Obligation of Advertiser.  Advertiser shall be solely responsible for
any liability whatsoever arising out of or relating to any
Advertisement or Hyperlink or any data, script, information or other
material that can be viewed, used, received, transmitted or
manipulated by any person viewing or accessing an Advertisement or a
Hyperlink

4) Compliance with Advertising Standards. Advertiser represents and
warrants to ILIFE that the Advertisements and Hyperlinks described
herein comply with ILIFE's advertising standards in effect from time
to time and that Advertiser holds the necessary licenses or other
rights to permit the use and republication of the Advertisements and
the Hyperlinks (and all material linked thereto or viewed, used or
received therefrom) for all purposes set forth in this Agreement.
Advertiser represents and warrants to ILIFE that the use,
reproduction, distribution or transmission of the Advertisements and
the Hyperlinks will not violate any criminal or civil laws or any
rights of any third party, including without limitation any
copyright, patent, trademark, trade secrets, music, image or other
proprietary or property right, or any federal, state or local
statute, rule, regulation, ordinance or any order of a federal, state
or local court.

5)      Claims: Advertiser, at its expense, hereby agrees to jointly and
severally indemnify, defend and hold harmless ILIFE (and its
respective officers, directors, employees, agents, representatives,
shareholders, attorneys, affiliates and distribution channels) against
any claim, suit, action or proceeding brought against such indemnified
party that alleges or is based upon or arises out of (i) any act
arising out of or in connection with this Agreement; (ii) any act of
negligence, omission or misconduct on the part of Advertiser,
including without limitation any violation of any federal, state or
local civil or criminal law, statute, rule, regulation, or ordinance,
or any violation of an order of any state, federal or local court; or
(iii) infringement in any manner of any copyright, patent, trademark,
trade secret, service xxxx or any other intellectual property right of
any third party;  provided, however, in any such case, (a) ILIFE shall
provide Advertiser with prompt notice

a)      Limitation of Liability.  ILIFE SPECIFICALLY DISCLAIMS ANY EXPRESS
OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR AGAINST
INFRINGEMENT. ILIFE SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES OR
LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RESULTING FROM OR CAUSED BY ILIFE'S
PUBLICATION OR FAILURE TO PUBLISH ANY ADVERTISEMENT OR HYPERLINK,
OR THE ACCESS OR USE (OR INABILITY TO USE) THEREOF.

b)      Acts of God.  Each party shall be excused from performance of its
non-monetary obligations for any period and the time of any
performance shall be extended as reasonably necessary under the
circumstances, to the extent that such party is prevented from
performing, in whole or in part, its obligations under this
Agreement, as a result of acts of God, any governmental authority
(except as defined below), war, civil disturbance, court order,
labor dispute, third party non-performance (including the acts or
omissions of any suppliers, agents or subcontractors) or any other
cause beyond its reasonable control, including failures or
fluctuations in electrical power, heat, light, air conditioning or
telecommunication equipment or lines or any other equipment.

c)      General. If any civil action, arbitration or other legal proceeding
is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection
with any provision of this Agreement, the successful or prevailing
party or parties shall be entitled to recover reasonable attorneys'
fees, sales and use taxes, court costs and all expenses even if not
taxable as court costs.  Each of the parties acknowledges that the
parties will be irreparably damaged (and damages at law would be an
inadequate remedy) if this Agreement is not specifically enforced.



Advertiser Name:        EVRI / XxxXxxxxxx.xxx
Address:                000 X. Xxxxxxx Xx.,  Xxxxxxxx,  XX,  00000
Billing Address:
Contact:                Xxxx Altchiler           E-mail:
Telephone:      000-000-0000             Fax:           000-000-0000

Campaign Start Date: [*]   on or about         Campaign End Date: [*]    on or  about
URL Address:      xxx.xxxxxxxxxx.xxx or as instructed
Rate Listing Telephone:         as instructed

Web Site     Product Location                Ad Type Ad Views        Total Cost



BRM

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            Total Billing: $        [*]
Special instructions            Total Monthly Billing: $        [*]
This agreement provides name change only to previous contract.
*Remnant option includes additional views billed separately each month.
 Advertiser must provide [*] notice to terminate any or all advertising positions.
 Advertiser to retain first right of refusal for any current positions.


 Intelligent Life Corp does not make any guarantees to monthly impressions.  Amounts
vary per month availability of ad views and ad inventory.  ILife does guarantee
delivery of all impressions within the allotted time frame or will extend the campaign
until fulfillment.
 The terms and conditions of this agreement will be in effect for thirty days from the
date of the agreement.  This agreement must be signed and returned within that time
frame otherwise this agreement will be considered null and void.


Intelligent Life Corp Representative            Advertiser


Signature                                       Signature


Print Name                   Date:              Print Name                   Date:



[*] Confidential treatment requested.