Sample Business Contracts

Call Center Service Agreement [Addendum No. 3] - Inc. and Medical Advisory Systems Inc.

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    Addendum #3, dated January 5, 2000, between, Inc., a
Delaware corporation ("AD"), and Medical Advisory Systems, Inc., a Delaware
corporation ("MAS"), to the Call Center Service Agreement, dated July 2, 1998,
between AD and MAS.

                             Preliminary statement

The parties hereto are parties to a Call Center Service Agreement, dated July 2,
1998, as amended by Addendum #1 and Addendum #2 thereto (the "Agreement") and
wish to clarify certain matters set forth in the Agreement.  Accordingly, the
parties hereto agree as follows.

1.  Term of the Agreement

    a.  The term of the Agreement will end on July 1, 2003. Neither MAS nor AD
        will have the right unilaterally to terminate the Agreement at the end
        of the Initial Term or the Renewal Term.

    b.  Sections 18(b) and 18(c) of the Agreement are hereby amended by deleting
        the following language from both sections: "...and for a period of one
        (1) year after the termination of this Service Agreement ..."

2.  Exclusivity

    a.  The Agreement applies to the provision of medical chat services to
        residents of the U.S. Neither MAS nor AD shall be restricted under the
        Agreement from providing medical chat services to residents of countries
        other than the U.S.

    b.  The exclusivity provisions of the Agreement relate only to real-time
        Internet one-on-one chat services provided by licensed health care

3.  Quality control. AD retains the right to monitor the quality of service
    provided by MAS.

4.  Other matters.

    a.  Provided that AD pays MAS all amounts owned to MAS under section 16 of
        the Agreement on or prior to the date 10 business days following the
        effective date of the merger (the "Merger") between AD and a wholly
        owned subsidiary of Affiliated Research Centers, Inc. ("ARC"), all AD
        defaults under the Agreement through the date of such payment shall be
        deemed to have been waived.

    b.  MAS agrees that MAS will consult with AD and ARC, a reasonable time
        prior to the issuance of any press release referring to AD, ARC, the
        Merger, the Agreement or this addendum, concerning the content of such

    c.  This addendum will become effective concurrently with the effective date
        of the Merger, of which AD will promptly advise MAS.

    IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
    date first above set forth.

                        , Inc.
                                  /s/ Scott Rifkin
                                      Scott Rifkin

                                  Medical Advisory Systems, Inc.
                                  By: /s/ Ronald W. Pickett
                                          Ronald W. Pickett


Affiliated Research Centers, Inc.
Signed: Affiliated Research Centers, Inc.