NETWORK SERVICE AGREEMENT



     This Agreement entered into this 1st day of Oct, 2000 by and between Eye

Care International, Inc. whose principal mailing address is 1511 North Westshore

Boulevard, Suite 925, Tampa, FL 33607 (hereinafter referred to as "ECI") and

Motivano, Inc. whose principal business address is 230 Park Avenue, 10/th/

Floor, New York, NY 10169, (hereinafter referred to as "MOTIVANO").



     WHEREAS, ECI is engaged in, among other things, the development and

administration of an "Eye Care/Eyewear Network," which Network consists of

medical providers and optical outlets (hereinafter referred to as the

"Network"); and



     WHEREAS, MOTIVANO has selected ECI as provider of the discount vision

benefit MOTIVANO would like to offer to its clients and their employees

("Members"), and



     WHEREAS, MOTIVANO desires to enter into a business relationship with ECI

pursuant to which MOTIVANO can include the ECI Vision Plan as privately labeled

(hereinafter called the "Plan") in as many of the products as MOTIVANO deems

feasible and appropriate; and



     WHEREAS, ECI desires to enter into such a relationship with MOTIVANO; and



     NOW THEREFORE, in consideration of the mutual promises and covenants herein

contained, the parties agree as follows:



                                  WITNESSETH



1.   The "WHEREAS" clauses are incorporated herein by reference and made a part

     of this Agreement.



2.   RESPONSIBILITIES OF MOTIVANO



     a)   Market the Plan as MOTIVANO'S exclusive private labeled vision program

          and automatically include the ECI Plan in MOTIVANO'S general Product

          offerings.



     b)   Use its best efforts to arrange for no less than one training session

          of brokers and/or sales agents who are customarily involved in the

          marketing of MOTIVANO programs which training sessions may be

          conducted by a representative of ECI. ECI will be responsible for

          preparing training material for distribution at such session and for

          travel and other expenses of its representatives.



     c)   Submit (or direct its accounts to submit) to ECI a listing on a

          computer floppy disk at least ten (10) days prior to activation; in a

          format mutually agreed upon, identifying those new Members entitled to

          access the Network. Initial payment for each new member shall

          accompany said listing information. No member will be deemed enrolled

          in the Plan until payment is received by ECI.



     d)   Bear all costs for marketing/enrollment materials, and submit for

          ECI's review and approval those representations made to potential

          Members in MOTIVANO'S marketing materials describing the Plan.



     e)   Motivano may include such ECI logo as my be designated by ECI, along

          with ECI's 800 number on all Motivano membership cards.



<PAGE>



3.   RESPONSIBILITIES OF ECI



     a)   ECI shall accept all orders generated by MOTIVANO for membership in

          the Plan.



     b)   Provide MOTIVANO with various pieces of promotional and fulfillment

          material utilized by ECI in the promotion and fulfillment of the Plan.

          During the term of this Agreement, MOTIVANO may, at its own expense,

          reproduce and distribute said material for marketing/sales purposes.

          MOTIVANO agrees that any material used in its marketing efforts that

          may be different than the material supplied by ECI shall first be

          approved by ECI, in writing, prior to dissemination. Motivano shall

          have the right to modify the editorial content of all materials

          submitted to it for inclusion on its website.



     c)   Maintain full customer service responsibilities for purposes of

          responding to all Member inquiries related to the Network, and/or the

          Plan and provide a high level of customer service to Motivano's

          members.



     d)   Maintain a network customer relations toll-free number providing

          access to the Network seven days per week, 24 hours per day in the

          continental United States. In this connection, it is specifically

          agreed that ECI will maintain a "private label" 800-telephone line for

          MOTIVANO at MOTIVANO'S request, provided that MOTIVANO shall have

          obtained not less than 25,000 vision program members. For this option,

          it is further understood that ECI's customer service representatives

          when answering such line will do so in such a manner as may be

          designated by "MOTIVANO Vision Plan".

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