THIS AGREEMENT (The "Agreement"), is made and entered into as of this 21st day of October 2002, by and
between Dailyfinancial.com Inc with offices at 324 Jay Street, New York 10536 ("the "Consultant"), and
CareDecision Corporation, with offices at 2 Penn Plaza 15th Floor, Suite 1500-53 New York, NY (the
"Company") (together the "Parties"). CareDecision Corporation trades on the OTCBB under the symbol CDED.
WHEREAS, the parties desire to set forth the terms and conditions under which Consultant shall provide
Consulting services to the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other valid
consideration, receipt of which is hereby acknowledged, the parties agree as follows;
Term of Agreement
The agreement shall remain in effect from the date hereof through the expiration of a period of 120 days from the
date hereof (the "Term"), and thereafter may be renewed upon the mutual consent of the parties.
Nature of Services to be Rendered.
During the term and any renewal thereof, Consultant shall provide the Company with corporate consulting
services in connection with mergers and acquisitions, corporate finance, corporate finance relations, introductions
to other financial relations companies and other financial services (collectively, the "Services"). Dailyfinancial shall
also use its best efforts to locate and identify to the Company private and/or public companies for potential
merger with or acquisition by the Company.
Disclosure of Information
Consultant agrees as follows:
The Consultant shall NOT disclose to any third party any material non-public information or data received from
the Company without the consent and approval of the Company other than: (i) to its agents or representatives
that have a need to know in connection with the services hereunder; (ii) as may be required by applicable law;
and (iii) such information as becomes publicly known through no action of the Consultant.