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Agreement - MKD Capital Corp. and Megavision LC

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                                    AGREEMENT

     THIS AGREEMENT,  is made and entered into as of the 29 day of October, 1996
b y and  between  M.K.D.  CAPITAL  CORP., a  New  York  corporation  ("MKD") and
MEGAVISION, L.C., Missouri limited liability company (the "Company").

                                  WITNESSETH:

     WHEREAS,  the Company retained MKD to provide certain advisory  services to
the Company which MKD has provided; and

     WHEREAS,  in  consideration  of such  services,  the  Company has agreed to
issue,  or  cause  any  Successor  (defined  below)  (the  Company  and any such
Successor  being  hereinafter  referred to as the  "Issuer") to issue, to MKD or
any of its permitted assigns, on the terms and conditions hereinafter set forth,
equity interests or rights to acquire equity representing 18% of the outstanding
equity interests of the Issuer; and

     WHEREAS,  the Company  desires to retain  MKD,  on the term and  conditions
hereinafter  set forth,  to  introduce  it to certain  of MKD's  other  business
contacts who may be interested  in either  purchasing  the Company's  "Invision"
card product or serving as sources of benefits that can be offered to holders of
the "Invision" card.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable consideration, the parties hereto agree as follows:

                                    ARTICLE I
                              Equity Participation

     1.1  Issuance of Equity.  The Issuer  shall  issue to MKD or its  permitted
assigns on or before the  Issuance  Date  (defined  below)  equity  interests or
rights to acquire equity interests in the Issuer representing on a fully diluted
basis  on the  Issuance  Date 18% of the  outstanding  equity  interests  of the
interests of the Issuer (the "Securities"). The Securities to be issued shall be
in the same form and shall contain the same rights as the securities proposed to
be issued by the Issuer to Mr. Ted White and shall  provide  that, if the Issuer
consummates  an  initial  public  offering  or  otherwise  issues  any   equity,
interests or rights to acquire  equity  interests,  to any one or more investors
not affiliated with any of the initial  investors in the Issuer,  the Securities
shall represent (assuming

<PAGE>

the exercise of any rights or warrants included as part of the Securities), on a
fully diluted basis,  not less than 9% of the  outstanding  common equity of the
Issuer.  On the same date as the  Securities  are issued to MKD or its permitted
assigns  hereunder,  the Issuer  shall enter into with MKD and/or its  permitted
assigns a  registration  rights  agreement  providing  for  unlimited  piggyback
registration  rights. The registration  rights agreement shall contain customary
terms  and   provisions  and  shall  provide  that  all  expenses  of  any  such
registration (other than the payment of underwriting commissions relating to any
Securities to be sold pursuant  thereto)  shall be borne by the Issuer,  that no
person shall be granted more favorable  registration rights than those set forth
in the  agreement  and  that,  in the  event  the  total  number of shares to be
registered  pursuant to such registration  exceeds the number that the Issuer is
advised by the lead investment  bank  underwriting  the offering,  the number of
shares by which the  offering is to be reduced  shall be  apportioned  among all
parties  seeking to register  shares pro rata  according  to the total number of
shares sought to be registered by each such party.

     As used herein  "Issuance  Date" shall mean the earlier of (i) the date the
Company  files a  registration  statement  for its IPO with the  Securities  and
Exchange  Commission  and  (ii)  the  date the  Successor  is  formed.  The term
"Successor"  shall mean any  corporation or other company with which the Company
merges or otherwise combines or to which the Company transfers substantially all
of its assets or to which a majority of the equity  interests of the Company are
transferred.

     1.2 Representation and Warranty of the Issuer. The Issuer hereby represents
and warrants that all Securities (other than Securities constituting warrants or
rights)  issued to the Acquiror will when issued be validly  issued,  fully paid
and  non-assessable,  and in the event  warrants  or  rights  are  issued,  such
warrants or rights will when issued be validly issued and  sufficient  number of
the  Securities  into which such  warrants or rights may be exercised  will have
been  reserved for issuance  upon any such  exercise  and, upon exercise of such
warrants or rights,  the  Securities  issued  pursuant to such  exercise will be
validly issued, fully paid and non-assessable.

     1.3 Representations and Warranties to be made by the Acquiror.  At the time
the  Securities  are  issued,  MKD  understands  and  agrees  that it and/or its
permitted  assigns  (collectively,  the "Acquiror") will be required to make the
following representations and warranties to the Company:

          (a) The  Acquiror  understands  that  the  Securities  have  not  been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
and the Securities are being transferred to the Acquiror under an exemption from
registration  provided  by the  Securities  Act and the  rules  and  regulations
thereunder.


                                       2
<PAGE>

          (b)  The  Acquiror  is  able  (i) to  bear  the  economic  risk  of an
investment  in the  Securities,  (ii) to hold the  Securities  for an indefinite
period of time, and (iii) to afford a complete loss of such investment.

          (c) The Acquiror has such  knowledge  and  experience in financial and
business  matters that it is capable of  evaluating  the  merits and risks of an
investment in the Securities and of making an informed  investment decision with
respect thereto.

          (d) The Acquiror has been given the opportunity to obtain  information
and to ask questions of, and to receive  answers from,  the Issuer or any person
acting on its behalf  concerning the Securities and the Issuer and to obtain any
additional information to verify the accuracy of any information furnished.  All
such questions have been answered to the Acquiror's full satisfaction.

          (e) The Securities  are being  acquired  solely for the Acquiror's own
account  for  investment  and not  with a view to a  distribution  thereof.  The
Acquiror has no agreement or other arrangement with any person to sell, transfer
or pledge any part of the Securities.

          (f) The Acquiror understands that:

               (i) All  certificates  evidencing  the  Securities  will bear the
          following legend:

          THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED,  OR UNDER THE  SECURITIES  LAWS OF ANY STATE AND MAY
          NOT BE SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF
          EXCEPT IN  COMPLIANCE  WITH,  OR PURSUANT TO AN  EXEMPTION  FROM,  THE
          REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

               (ii) The Acquiror's  investment in the Company  involves  certain
          risks in that,  among other factors,  (a) successful  operation of the
          Company may depend on factors  beyond the control of the Company,  and
          (b) the  investment  in the Company is a  speculative  investment  and
          involves a high degree of risk of loss, and accordingly, it may not be
          possible  for the  Acquiror to  liquidate  its  investment  in case of
          imminent need of funds or any other emergency, if at all.

               (iii) The  Company  is  recently  formed  and has no  history  of
          operations.  There is no  assurance  that the Company  will be able to
          complete and implement its proposed  business  plan  successfully,  or
          that it will be able to negotiate acceptable contractual relationships
          necessary to make the business profitable.

               (iv) The Issuer  will be subject to all of the risks  inherent in
          the establishment of a business and the  


                                       3
<PAGE>

          operation  of a business in general,  including,  without  limitation,
          those  related to local and national  economic  conditions,  uninsured
          losses, inflation, changes in market conditions and costs, management,
          changes in consumer  preferences and  demographics,  competition,  and
          government laws and regulations.

                                   ARTICLE II
                           Invision Card Solicitation

     2.1 Solicitation of Business  Contacts.  The Company hereby retains MKD for
the  purpose  of  introducing  the  Company  to any of MKD's  Business  Contacts
(defined  below) that MKD believes may be  interested in either  purchasing  the
Company's  "Invision  Card"  or other  products  (or any  successor  to any such
products) or providing  services or other benefits which may be included as part
of  the  "Invision  Card"  or  the  Company's  other  products.   The  foregoing
notwithstanding,  MKD shall have no  obligation  to introduce the Company to any
Business Contact.

     2.2 Fees.

          (a) In the event MKD  introduces  the Company to any Business  Contact
that  elects  to  purchase  any of the  Company's  products,  including  without
limitation,  the Invision Card, the Company agrees to pay MKD a fee equal to 20%
of Gross Payments (defined below).

          (b) In the event MKD  introduces  the Company to any Business  Contact
that elects to provide  services or other  benefits that are included as part of
any of the Company's products, including, without limitation, the Invision Card,
the Company  agrees to pay MKD a fee equal to 20% of Revenue  Payments  (defined
below).

          (c) All fees payable  hereunder shall be paid to MKD in cash within 10
days after the end of each month in which any Gross Payments or Revenue Payments
are received.

     2.3 Agreements of the Company.

          (a) The Company shall deliver to MKD, not later than 10 days after the
end of each month, a statement  setting forth in reasonable detail the Company's
calculation  of Gross  Revenues  and Revenue  Payments and the amount due to MKD
hereunder.

          (b) The  Company  agrees to keep  such  books  and  records  as may be
necessary to calculate,  in accordance with the terms hereof, Gross Payments and
Revenue Payments.  The Company shall permit representatives of MKD, from time to
time, as often as may be reasonably  requested,  but only during normal business
hours and upon not less than one (1) Business  Day's prior  notice,  to inspect,
audit and make extracts from such books and records.


                                       4
<PAGE>

          (c) The Company will take no action intended to or actually having the
effect of reducing or avoiding payments due to MKD under this agreement.

     2.4 Definitions.

          (a) As used herein "Business  Contact" shall mean any person or entity
introduced by MKD to the Company with which the Company shall do business within
a one-year period following such introduction.

          (b) As used herein "Gross Payments" shall mean the dollar value of all
consideration  in  whatever  form  paid to the  Company  by or on  behalf of any
Business Contact for any of the Company's products less any direct manufacturing
costs  (which  shall not  include  any  allocation  of the  Company's  overhead)
incurred by the Company in the production of such products.

                                  ARTICLE III
                         Representations and Warranties

     3.1 Representations  and Warranties of the Company.  The Company represents
and warrants as follows:

          (a) The  Company  is, and the Issuer  will be,  duly  formed,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization.

          (b) The Company has, and the Issuer will have, all necessary power and
authority to conduct its business as proposed to be conducted  and to enter into
this Agreement and the other agreements and instruments  contemplated hereby and
to carry out the  transactions  contemplated  hereby and  thereby.  All  actions
necessary to authorize  the Company and the Issuer to enter into this  Agreement
and the other agreements and instruments  contemplated  hereby and carry out the
transactions contemplated hereby and thereby have been or will be taken.

          (c) The Company has duly executed and delivered the Agreement and this
Agreement constitutes a legal, valid, binding and enforceable  obligation of the
Company and will constitute a legal, valid,  binding and enforceable  obligation
of any Successor.

          (d) Neither the  execution  or  delivery of this  Agreement  or of any
other  agreement or instrument to be delivered in accordance with this Agreement
nor the consummation of the transactions  contemplated hereby or thereby does or
will violate, result in a breach of, or constitute a default (or an event which,
with notice or lapse of time or both will constitute a default) 


                                       5
<PAGE>

under,  (i)  any  agreement  or  instrument  to  which  the  Company  or any its
subsidiaries  is,  or to which  any  Successor  will be, a party or by which the
Company or any of its subsidiaries is, or to which any Successor will be, bound,
(ii) the constitutive documents of the Company or any Successor,  (iii) any law,
or (iv) any order,  rule or  regulation of any court or  governmental  agency or
other regulatory or self-regulatory  organization  having  jurisdiction over the
Company, any of its subsidiaries or any Successor.

          (e) No governmental filings, authorizations, approvals or consents, or
other governmental  action, are required to permit the Company, or any Successor
to carry out transactions contemplated by this Agreement.

          (f) The Company may not cancel,  terminate  or revoke this  Agreement,
and  this  Agreement  shall  be  binding  upon  the  Company  and the  Company's
successors, assigns, legal representatives, heirs, legatees, and distributees.

                                   ARTICLE IV
                                Indemnification

     The Company shall indemnify, hold harmless and defend MKD, any Acquiror and
their representatives,  officers,  directors and affiliates from and against any
and all loss, damage,  expense, claim, action or liability any of them may incur
as a result of the breach or untruth of any of the  representations,  warranties
and agreements of the Company or any Successor set forth in this Agreement.

                                   ARTICLE V
                                 Miscellaneous

     5.1 Termination. This Agreement may be terminated only by mutual consent of
the parties.  All  obligations  of the Company and its  successors  and assigns,
hereunder, including, without limitation, the obligation to pay the fees due MKD
under  Article II hereof  shall  continue  until such time as this  Agreement is
terminated by mutual consent.

     5.2 No Broker/Finder  Fee. The parties hereto acknowledge that the services
provided by MKD do not include  finding or introducing to the Company  potential
investors in the  Company,  nor do such  services  include  commissions  or fees
payable based upon funds that may be invested in the Company.  The Company shall
not be  obligated  to make  any  payments,  finder  fees or  commissions  to MKD
relating  to dollars  that may be raised in public or private  offerings  of any
interest in the Company.  Compensation  earned by MKD hereunder relates strictly
to assistance in providing advice on restructuring  the Company and introduction
to  broker/dealers  and other  contacts  who may provide  assistance  in raising
capital and to contacts who may enter into contractual  relationships  that will
generate income for the Company in the ordinary course of its business.


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<PAGE>

     5.3  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of Missouri.

     5.4  Successors  and  Assigns.  This  Agreement  shall be binding  upon the
parties hereto and their respective successors and permitted assigns. Except for
any transfer to the Successor,  the Company cannot assign any of its obligations
under this agreement without MKD's consent.

     MKD may transfer or assign any or all of its rights  under this  Agreement,
in whole or in part to any of its  affiliates,  which may include any officer or
director  of MKD or their  spouses  or,  with  respect  to its right to  receive
Securities,  to any other person, provided such person is an accredited investor
as defined in Rule 501 under the Securities Act.

     5.4  Severability.  Should any part or portion of this  Agreement  be found
invalid, the balance of the provisions of this Agreement shall remain unaffected
and shall continue in full force and effect.


                                       7
<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and date first above written.

                                                  MKD CAPITAL CORP.    
                                                  
                                                  By: /s/Avram Lebor
                                                     -----------------------
                                                  Title:President
                                                        --------------------
                                                  Printed Avram Lebor
                                                  Name: --------------------

                                                  
                                                  MEGAVISION, L.C.
                                                  By:/s/Theodore W. White, Jr.
                                                     -----------------------
                                                        Theodore W. White, Jr.
                                                        Manager
                                                  
                                                  By:/s/Ronald F. Torchia
                                                     ------------------------
                                                        Ronald F. Torchia
                                                        Manager


                                       8

<PAGE>

                             MODIFICATION AGREEMENT

     This Agreement is made and entered into as of the 16 day of January,  1997,
by and between  Megavision,  L.C. (the "Company"),  a Missouri limited liability
company and M.K.D. Capital Corp., a New York corporation ("MKD").

     WHEREAS,  the Company and MKD entered  into that  certain  Agreement  dated
October 29, 1996 (the  "Original  Agreement"),  and the parties desire to modify
such Agreement.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable consideration, the parties hereto agree as follows:

     1. Equity Interest in the Company. The parties acknowledge that the Company
anticipates restructuring the Company into a Delaware Corporation (the "Delaware
Corporation"). The restructuring will be followed by a private offering of stock
in the Delaware  Corporation  (the  "Bridge  Financing")  and an initial  public
offering of such corporation's  stock, all in accordance with a letter of intent
executed by D. H. Blair. MKD acknowledges that such  restructuring and financing
will not occur  without a  modification  of the  interest  in the  Company to be
acquired by MKD as identified in the Original Agreement. In furtherance thereof,
Section 1.1 of the Original Agreement is hereby deleted in its entirety. In lieu
thereof,  and in  consideration  of the payment by MKD of Three  Thousand  Eight
Hundred Fifty Dollars ($3,850.00),  the Company agrees that MKD or its permitted
assign shall receive two hundred twenty (220) units of limited liability company
interest in the Company, which units shall represent eleven percent (11%) of the
equity  of the  Company  at the date  immediately  preceding  conversion  to the
Delaware Corporation.

     2.  Assignment  of Interest.  MKD has requested and the Company has agreed,
that the units described in Section 1 above shall be issued to Annette Lebor. In
connection with such issuance, MKD agrees that it shall cause Lebor to make such
representations  and warranties and execute such additional  documents as may be
reasonably requested by the Company in connection with compliance by the Company
with  applicable  federal  and  state  securities  laws  and  regulations.  Upon
execution of such representations, warranties and documents, Annette Lebor shall
be deemed a "permitted assign" within the meaning of Section 1 above.

     3. The following shall be added as a new Section 1.3(f):

     (f)  The Acquiror has not been  furnished with or solicited by any offering
          literature,  leaflet, public promotional meeting, circular,  newspaper
          or magazine article, radio or television  advertisement,  or any other
          form of general advertising.

<PAGE>

     4. Section 2.1 of the Agreement is hereby modified to read as follows:

     2.1  Solicitation  of the  Business  Contact.  From  time  to  time  at the
          Company's  request,  MKD  shall  introduce  Company  to such of  MKD's
          Business  Contacts (defined below) that MKD believes may be interested
          in either  purchasing the Company's  "Invision Card" or other products
          (or any  successors  to any such  products) or  providing  services or
          other  benefits  which may be included as part of the Invision card or
          the Company's other products. Notwithstanding the foregoing, MKD shall
          have no  obligations  to  introduce  the Company to any such  Business
          Contact.

     5. Section 2.2(a) is hereby modified by changing  "twenty percent (20%)" in
the fourth line to "three  percent  (3%)."  Section 2.2 (b) is hereby deleted in
its entirety.

     6.  Section  2.3 (a) is hereby  modified  to change  "10" at the end of the
first line of such  subsection  to "30" and to delete the  reference to "Revenue
Payments."

     7. Section 2.4 (a) is hereby modified to read as follows:

     (a)  As used  herein  "Business  Contact"  shall  mean any person or entity
          introduced  by  MKD to  the  Company  which  purchases  the  Company's
          Invision  Card or  other  products  or  which  enters  into a  binding
          contract with the Company to provide  services or other benefits to be
          included as part of any of the Company's  products,  within a one year
          period following such introduction.

     8. Section 2.4 (b) is hereby modified to read as follows:

     (b)  As used herein,  "Gross Payments" shall mean payments collected by the
          Company  by or on  behalf  of  any  Business  Contact  for  any of the
          Company's  products,  less any direct  manufacturing costs incurred by
          the  Company  in the  production  of such  products  and any  broker's
          commissions payable.

     9. Section 2.4 (c) is hereby deleted in its entirety.

     10. The following is hereby added at the end of Article IV:

     MKD  shall  indemnify,  hold  harmless  and  defend  the  Company  and  its
     successors and assigns and their representatives,  officers,  directors and
     affiliates,  from and against  any and all loss,  damage,  expense,  claim,
     action or  liability  any of them may  incur,  as a result of the breach or
     untruth of any of the representations,  warranties and agreements of MKD or
     the  Acquiror  set  forth  in this  


                                      -2-

<PAGE>

     Agreement  or in such other  documents  executed by MKD or the  Acquiror as
     contemplated herein.

     11. Section 5.4 is hereby modified to read as follows:

     Section 5.4  Successors and Assigns.  This Agreement  shall be binding upon
     the parties hereto and their respective  successors and permitted  assigns.
     Except for any transfer to the  Successor,  neither party may assign any of
     its obligations under this Agreement without the other parties' consent.

     12. No Further  Modification.  Except as  expressly  provided  herein,  the
Original Agreement shall continue in full force and effect.

     13.  Governing  Law.  This  Agreement  shall be governed by the laws of the
state of Missouri.

     14. Successors and Assigns.  This Agreement shall be binding on the parties
hereto and their respective successors and assigns.

     15. Prior Agreements. The parties agree that this Agreement shall supersede
all prior agreements  between MKD Capital and the Company,  written or oral, and
except as expressly provided in the original agreement,  as modified herein, the
Company  shall  have no  obligations  to MKD  under any  prior  agreements.  MKD
acknowledges  and agrees that the issuance of units described in Section 1 above
shall  satisfy  all  obligations  of the  Company  to issue  or grant an  equity
interest in the Company to MKD.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                       MKD Capital Corp.

                                       By: /s/ Avram Lebor
                                          --------------------------------

                                       Name: Avram Lebor
                                             -----------------------------
                                       Title: President
                                              ----------------------------

                                       Megavision, L.C.

                                       By: /s/ : Ronald F. Torchia
                                          --------------------------------
                                       Name: Ronald F. Torchia, Manager
                                          --------------------------------


                                      -3-

<PAGE>

                         SECOND MODIFICATION AGREEMENT

     THIS SECOND  MODIFICATION  AGREEMENT is made on the 22nd day of July, 1997,
between  HealthCore  Medical  Solutions,  Inc., a Delaware  corporation with its
principal  office  located in  Grandview,  Missouri  ("HealthCore"),  and M.K.D.
Capital Corp., a New York corporation ("MKD").

     WHEREAS,  MKD and MegaVision,  L.L.C. a Missouri limited  liability company
("MegaVision"),   entered  into  an  agreement   dated   October  29,  1996  and
subsequently  modified said agreement by a Modification  Agreement dated January
16, 1997 (as so  modified,  the  "Agreement")  pursuant to which MKD was,  among
other things,  to receive  certain fees equal to 3% of Gross Payments as defined
in the Agreement; and

     WHEREAS,  as  permitted  by  the  Agreement,   MegaVison  has  assigned  to
HealthCore  substantially  all of its assets and  specifically all of its rights
and liabilities under the Agreement; and

     WHEREAS,  HealthCore  has begun to sell its Healthcare  Solutions  Discount
Cards  through  AFLAC agents and the  collection of revenue from said sales will
result in a  liability  for fees to be paid to MKD by  HealthCore  in the future
under the terms of Section 2.2(a) of the Agreement as previously modified; and

     WHEREAS,  the parties desire to further amend the Agreement and clarify the
fees and payment terms as provided herein.

     NOW, THEREFORE, for and in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

1.   MKD  acknowledges  and agrees the assignment by MegaVision to HealthCore of
     all of  MegaVision's  rights under the  Agreement,  and the  assumption  by
     HealthCore of all of  MegaVision's  obligations  under the  Agreement,  and
     agrees that the Agreement shall remain in full force and effect, as amended
     herein,  as if HealthCore had been the original  party thereto.  HealthCore
     hereby confirms that it has expressly assumed all obligations of MegaVision
     under the Agreement and agrees to be bound by all the terms and  conditions
     of the Agreement as modified hereby.

2.   The parties agree that, for the purpose of calculating  the fees due MKD by
     HealthCore  related to the sales of the HealthCore  Solutions Discount Card
     sold to  AFLAC  or by or  through  AFLAC  agents,  the fee due MKD for each
     HealthCore  Solutions Discount Card sold to AFLAC or by or through an AFLAC
     agent or any  renewal  of any such card so sold  (any such sale or  renewal
     being  hereinafter  referred to as a "Sale) in lieu of the terms of Section
     2.2  (a) of the  Agreement  shall  be a  fixed  amount  of One  Dollar  and
     Twenty-Five  Cents  ($1.25) per Sale (the "Fee").  If payment on account of
     any Sale is received by  HealthCore in monthly  installments,  then the Fee
     due MKD in respect of such Sale shall likewise by payable in installments.

3.   All fees due MKD shall be paid  monthly to MKD on or before the last day of
     each calendar  month for each Sale for which proper payment was received by
     HealthCore during the previous calendar month.

4.   Notwithstanding anything else contained in the Agreement, if for any reason
     HealthCore  reimburses  all or a portion of the  payment  received by it on
     account of any Sale,  then MKD shall  reimburse to  

<PAGE>

     HealthCore  (or allow a credit for) the same  percentage of the Fee paid to
     MKD as the percentage of the payment reimbursed by HealthCore.

5.   MKD shall be solely responsible for all expenses incurred in performing its
     obligations hereunder,  including,  but not limited to, all fees due by MKD
     to any agents, including Jim Harrold, Indiana AFLAC State Coordinator, that
     may arise as a result of the Agreement, as modified hereby.

6.   Except as specifically  amended herein,  the Agreement shall remain in full
     force and effect.

     IN WITNESS  WHEREOF,  the parties have  executed  this Second  Modification
Agreement on the date and year written above.

HEALTHCORE MEDICAL SOLUTIONS, INC.                M.K.D. CAPITAL CORP.

By:/s/ James H. Steinheider                       By:/s/ Avram Lebor
   ------------------------------------------        -------------------------
James H. Steinheider, Chief Operating Officer        Avram Lebor, President


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