ASSET SALE/PURCHASE AGREEMENT


      AGREEMENT made as of the 2nd day of December 1999 by and among The Medical
Marketing Group, Inc., a New York corporation with a principal place of business
at 401 Columbus  Avenue,  Valhalla,  New York 10595  ("MMGI") and Craig  Allison
residing at 1 Newton Court, Croton-on-Hudson,  New York 10520 ("Allison") on the
one hand and Bio-Reference Laboratories, Inc., a New Jersey corporation with its
principal  place of  business  at 481 Edward H. Ross Drive,  Elmwood  Park,  New
Jersey 07407 ("BRLI") on the other hand.

                             W I T N E S S E T H :
                             -------------------


      WHEREAS,  Allison is the  president,  chief  executive  officer and having
acquired Dean Steinman's ("Steinman")  approximately 48% capital stock interest,
is now the owner of approximately 93% of the outstanding  capital stock of MMGI,
and


      WHEREAS,  MMGI,  among other  activities,  is engaged in selling  Internet
website design and other Internet-oriented services to medical professionals and
other  healthcare   professionals   including  individual  and  group  physician
practices,  hospitals,  medical groups,  medical  societies,  health centers and
healthcare  facilities  (referred  to at  times as the  "WEB  Business")  and in
connection  therewith,  is the owner of the  domain  names  listed in  Exhibit A
hereto (the "Domain Names"), and


      WHEREAS,  MMGI has created certain  algorithms for placement on commercial
search engines associated with the Domain Names, and


      WHEREAS,  MMGI has entered  into formal and informal  agreements  with the
healthcare  clients set forth on Exhibit B attached hereto to provide website as
well as non-website services, and


      WHEREAS,  MMGI and  Allison  desire  that  MMGI sell and BRLI  desires  to
purchase certain assets utilized by MMGI in the operation of the WEB Business as
well as MMGI's rights under its agreements and arrangements  with the healthcare
clients set forth in Exhibit B to the extent they relate to website services, on
the terms and conditions herein set forth.


      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration,  the receipt whereof
and  sufficiency  of which  are  hereby  acknowledged,  it is  hereby  agreed as
follows:


<PAGE>





1.    Sale and Transfer of the WEB Business

      Based upon the representations and warranties herein contained
and subject to the terms and conditions hereinafter set forth;

      (A) MMGI  shall  sell,  transfer,  assign  and  deliver to BRLI all of its
right,  title and interest in the WEB Business including all of its right, title
and interest to any and all assets utilized or capable of being utilized by MMGI
in the WEB  Business  including  but not limited to the Domain  Names,  software
applications,  search engines, database engines, data, HTML pages, search engine
designs and algorithms  for inclusion in other  Internet-based  search  engines,
software and database  licenses,  custom software and custom  applications  with
associated source and data, licenses, lists, links and authorizations for links,
banners  and  agreements  for  banners  and  associated   advertising  revenues,
advertising,  advertising  contracts and agreements,  and listing contracts with
associated  revenues  as well as any and all custom  programs,  applications  or
solutions  that MMGI has  developed  itself or hired others to produce for it if
any of those programs,  applications or solutions are useful and/or  appropriate
to the operation of the WEB Business (such assets being collectively referred to
as the "WEB  Assets")  and all of its right,  title and interest to all website-
based agreements, partial agreements or arrangements with the healthcare clients
set  forth on  Exhibit B hereto as well as its  rights  to all  future  revenues
therefrom (collectively the "WEB Business Agreements").

      (B) BRLI shall  issue and deliver  140,000  shares of its  authorized  but
unissued  common stock in payment for the WEB Business  including the WEB Assets
and the WEB Business  Agreements,  as hereinafter  described (with an additional
60,000 of such  shares to be  issued  and  delivered  in  consideration  for the
Non-Competition Agreements hereinafter described).

2.    Closing

      (A) The closing of such sale and purchase (the "Closing") shall take place
at the offices of BRLI at 481 Edward H. Ross  Drive,  Elmwood  Park,  New Jersey
07407 at 9:00 o'clock A.M. (EST) on Thursday, December 2, 1999 or at such place,
date and time  thereafter  as the parties  hereto  shall  mutually  agree,  in a
writing  executed by BRLI on the one hand and by MMGI on the other.  The date of
the closing is hereinafter referred to as the "Closing Date."

      (B) At the Closing, MMGI shall execute and deliver a bill of sale to BRLI,
in the form of  Exhibit C hereto  (the  "Bill of Sale")  and such other good and
sufficient duly executed  instruments of transfer and conveyance,  including any
and all required

                                      2

<PAGE>



authorizations,  assignments  and consents,  satisfactory in form and content to
BRLI, as shall vest in BRLI,  all of MMGI's right,  title and interest in and to
the WEB Assets and the WEB Business Agreements,  free and clear of all liens and
encumbrances,  and as shall enable BRLI to operate the WEB Business as currently
operated by MMGI, without impediment.

      (C) At the Closing, BRLI on the one hand and MMGI, Allison and Steinman on
the  other  will  each  execute  and  deliver  to  each  other,  Non-Competition
Agreements  substantially  in the form of  Exhibits  D-1,  D-2 and D-3  attached
hereto.

      (D) At the Closing, BRLI on the one hand and MMGI and Allison on the other
will  execute  and  deliver to each other an  Advertising  Consulting  Agreement
substantially in the form of Exhibit E attached hereto.

      (E) (1) At the Closing,  BRLI shall issue and deliver an aggregate 140,000
shares of its authorized  but unissued  common stock in full payment for the WEB
Business (including the WEB Assets and the WEB Business Agreements),  registered
in the names of the  persons  and  entities  designated  by MMGI as set forth in
Exhibit F hereto,  in the amounts set forth  opposite  their  respective  names,
against  receipt of  appropriate  investment  letters  prepared by BRLI and duly
executed by each such proposed stockholder.

            (2) At the  Closing,  BRLI shall  execute and  deliver an  aggregate
60,000 shares of its  authorized  but unissued  common stock to MMGI and Allison
and a cash  payment  of  $10,000  to  Steinman  in  consideration  for the three
Non-Competition Agreements, in the amounts therein set forth.

            (3) All of the said  200,000  shares  of  common  stock  will not be
registered under the Securities Act of 1933; each of the stock certificates will
contain a  restrictive  legend and  transfer  stops will be placed  against  the
shares of stock.

      (F) At the  Closing,  BRLI shall  deliver  its check in the sum of $15,000
payable  to MMGI,  to  MMGI,  in  accordance  with  the  Advertising  Consulting
Agreement, representing the initial retainer thereunder.

      (G) At the Closing,  BRLI shall execute and deliver an Option Agreement to
MMGI,   substantially  in  the  form  of  Exhibit  G  hereto,  granting  options
exercisable to purchase a maximum  100,000 shares of BRLI  authorized but issued
common stock on the terms and conditions therein set forth.


3.    Representations and Warranties Concerning MMGI and the WEB
      ----------------------------------------------------------
      Business

                                      3

<PAGE>




      (A) As an  inducement  to BRLI to  enter  into  this  Asset  Sale/Purchase
Agreement  (the  "Agreement")  and the  MMGI  Non-  Competition  Agreement,  the
Advertising  Consulting  Agreement and the Option  Agreement  (collectively  the
"Subsidiary  Agreements") as well as the Non-Competition  Agreement with Allison
and to effectuate the transactions  contemplated hereby and thereby,  MMGI on an
absolute basis and Allison to his actual knowledge and belief,  hereby severally
represent and warrant to BRLI that:

            (1) MMGI is a corporation  duly organized,  validly  existing and in
good  standing  under  the laws of the  State of New York and has all  requisite
corporate  power and authority to enter into this  Agreement and the  Subsidiary
Agreements,  to consummate the transactions herein and therein contemplated,  to
own, lease and operate its properties and to carry on its business including the
WEB Business as it is now being conducted.

            (2) The execution and delivery of this  Agreement and the Subsidiary
Agreements, the consummation of the transactions herein and therein contemplated
and the performance,  observance and fulfillment by MMGI of all of the terms and
conditions  hereof  and  thereof  on its  part to be  performed,  observed,  and
fulfilled, (a) have all been approved and effectively authorized by MMGI's board
of directors and by the vote of its stockholders and no other proceedings on the
part of MMGI or its  stockholders  are necessary to authorize this Agreement and
the Subsidiary Agreements,  or the consummation of the transactions contemplated
hereby and  thereby,  (b) do not and will not  (either  immediately  or with the
lapse of time, or with notice,  or both) (i) conflict with any of the provisions
of the  Certificate  of  Incorporation  or by-laws  of MMGI,  (ii)  violate  any
provisions of any judicial or administrative  order,  award,  judgment,  decree,
statute, rule or regulation  applicable to MMGI or any of its properties,  (iii)
conflict with or result in a breach of, constitute a default under,  contravene,
result in a  forfeiture  of a right  under,  or result  in the  acceleration  of
payment or performance under, any note, bond, mortgage,  indenture, deed, trust,
license,  lease, agreement, or other instrument or obligation to which MMGI is a
party  or by  which  MMGI or any of the WEB  Assets  or any of the WEB  Business
Agreements  may be  bound  or  affected,  or  (iv)  result  in the  creation  or
imposition of any lien,  security interest,  charge or other encumbrance against
any of the WEB Assets or any of the WEB Business Agreements.

            (3) This Agreement and each of the Subsidiary  Agreements,  has been
duly and validly  executed and delivered by MMGI and constitute  valid,  binding
and  enforceable   obligations  of  MMGI.  Although  an  involuntary  bankruptcy
proceeding  was  initiated  by  creditors  against  MMGI on July 22, 1999 in the
United States Bankruptcy Court for the Southern District of New York (Docket No.

                                      4

<PAGE>



99B-21772),  such  proceeding  was dismissed with prejudice on or about November
19,  1999.  With the  exception  of such  dismissed  proceeding,  no petition in
bankruptcy  has been filed by or  against  MMGI.  Furthermore,  no  petition  in
bankruptcy  has been filed by or  against  Allison.  MMGI has the right,  power,
legal  capacity and  authority to enter into and perform its  obligations  under
this Agreement and each of the Subsidiary Agreements and no consent of any third
party is necessary with respect thereto which has not been obtained.

            (4) Except as  described  in Exhibit H hereto,  there is no material
action,  dispute,  claim,  litigation,  arbitration,   investigation,  or  other
proceeding,  at law or in equity or by or before  any court or  governmental  or
administrative  body (U.S. or foreign),  pending or threatened against MMGI, its
business or properties, or with respect to the transactions contemplated by this
Agreement and each of the Subsidiary Agreements,  and MMGI is not subject to any
adverse  judicial,  governmental or agency  judgment,  decree or order, nor does
MMGI or  Allison  know  of any  basis  for  any  such  action,  dispute,  claim,
litigation, arbitration, investigation or other proceeding.

            (5) MMGI has made adequate  provision  for, and is not in default of
any current or long-term liabilities (including contingent  liabilities),  debts
or obligations, contractual or otherwise.

            (6) MMGI has paid,  or made  adequate  provision for the payment of,
any  and  all  outstanding  tax  (income,   employment,  sales  and  all  other)
liabilities  and MMGI has  properly  prepared  and duly  filed  all tax  returns
required to be filed by it through the date hereof.

            (7) MMGI has no  subsidiary  nor does it own or control any stock of
or have any proprietary interest in any other entity.

            (8)  The  assets  being  sold to BRLI  hereunder  do not  constitute
substantially all of MMGI's assets.

            (9) Upon completion of the Closing as described in Section 2 herein,
BRLI will be vested in and will own all of MMGI's  right,  title and interest in
and to the WEB  Assets  and the WEB  Business  Agreements  free of all liens and
encumbrances and there shall be no impediment to BRLI operating the WEB Business
as currently operated by MMGI.

      (B) The  foregoing  representations  and  warranties  are  made  with  the
knowledge and expectation that BRLI is placing complete reliance thereon.



                                      5

<PAGE>



4.    Representations and Warranties of BRLI

      (A) As an  inducement  to  MMGI  to  enter  into  this  Agreement  and the
Subsidiary  Agreements and consummate the transactions  contemplated  hereby and
thereby, BRLI represents and warrants:

            (1) BRLI is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of New Jersey and has all  requisite
corporate  power and authority to enter into this  Agreement and the  Subsidiary
Agreements,  to consummate the transactions herein and therein contemplated,  to
own,  lease and operate its properties and to carry on its business as it is now
being conducted,  and is duly licensed,  authorized and qualified to do business
and is in good  standing  in all  jurisdictions  in  which  the  conduct  of its
business  or the  ownership  or leasing of its  properties  requires it to be so
qualified, authorized or licensed.

            (2) The execution and delivery of this  Agreement and the Subsidiary
Agreements, the consummation of the transactions herein and therein contemplated
and the performance,  observance and fulfillment by BRLI of all of the terms and
conditions  hereof  and  thereof,  on its part to be  performed,  observed,  and
fulfilled, (a) have all been approved and effectively authorized by BRLI's board
of  directors  and no other  proceedings  on the part of BRLI are  necessary  to
authorize execution and delivery of this Agreement and the Subsidiary Agreements
or the consummation of the transactions  contemplated hereby and thereby, (b) do
not and will not (either  immediately or with the lapse of time, or with notice,
or  both)  (i)  conflict  with  any  of  the   provisions  of  the  Articles  of
Incorporation  or by-laws of BRLI,  violate any  provisions  of any  judicial or
administrative  order,  award,  judgment,  decree,  statute,  rule or regulation
applicable to BRLI or any of its properties,  (iii) conflict with or result in a
breach of, constitute a default under,  contravene,  result in a forfeiture of a
right under, or result in the acceleration of payment or performance  under, any
note, bond, mortgage,  indenture,  deed, trust, license,  lease,  agreement,  or
other  instrument or obligation to which BRLI is a party or by which BRLI or any
of its  properties  may be bound or affected,  or (iv) result in the creation or
imposition of any lien,  security interest,  charge or other encumbrance against
any properties of BRLI.

            (3) This Agreement and the Subsidiary  Agreements have been duly and
validly  executed  and  delivered  by BRLI and  constitute  valid,  binding  and
enforceable  obligations of BRLI. BRLI has the right,  power, legal capacity and
authority to enter into and perform its obligations under this Agreement and the
Subsidiary  Agreements  and no  consent  of any third  party is  necessary  with
respect thereto.


                                      6

<PAGE>



            (4)  There  is  no  material  action,  dispute,  claim,  litigation,
arbitration,  investigation,  or other proceeding,  at law or in equity or by or
before any court or  governmental  or  administrative  body (U.S.  or  foreign),
pending or threatened against BRLI, its business or properties,  or with respect
to the  transactions  contemplated  by  this  Agreement  and/or  the  Subsidiary
Agreements,  and BRLI is not subject to any adverse  judicial,  governmental  or
agency  judgment,  decree or order, nor does BRLI know of any basis for any such
action,  dispute,  claim,  litigation,   arbitration,   investigation  or  other
proceeding.

            (5) All of the shares of BRLI common stock issuable pursuant to this
Agreement and the  Subsidiary  Agreements  are duly  authorized  and will,  when
issued, be validly issued, fully paid (assuming delivery of the Bill of Sale and
MMGI and Allison's Non- Competition Agreements and payment in full of the Option
Exercise  Price)  and  non-assessable,  and none of such  shares  will have been
issued in violation of the pre-emptive rights of any BRLI shareholder.

      (B) The  foregoing  representations  and  warranties  are  made  with  the
knowledge and expectation  that MMGI and Allison are placing  complete  reliance
thereon.


5.    Indemnification

      (A) Provided that the  representations  made by BRLI in this Agreement and
the  Subsidiary  Agreements  are  accurate  and BRLI is in  compliance  with its
obligations under this Agreement,  MMGI and Allison and each of them,  severally
hereby agree to indemnify and hold harmless BRLI against and in respect of:

            (1) all liabilities and obligations of, or claims against BRLI based
on liabilities and obligations of MMGI unless same shall result from the acts or
omissions of BRLI;

            (2) any damage  resulting  from any material  misrepresentation,  or
nonfulfillment of any agreement on the part of MMGI or Allison or either of them
under  this  Agreement  and/or  any of the  Subsidiary  Agreements  or from  any
material  misrepresentation  in  or  omission  from  any  certificate  or  other
instrument  furnished or to be furnished  to BRLI under this  Agreement  and the
Subsidiary  Agreements;  (provided that with respect to indemnification based on
material   misrepresentations,   Allison's   indemnification   is   limited   to
indemnification for damages resulting from a violation of those  representations
and warranties which are deemed made upon his actual knowledge and belief); and


                                      7

<PAGE>



            (3)  all  actions,   suits,   proceedings,   demands,   assessments,
judgments, costs and expenses incident to any of the foregoing.

      (B)  Provided  that the  representations  made by MMGI and Allison in this
Agreement and the Subsidiary Agreements are accurate and MMGI and Allison are in
compliance with its and his obligations  under this Agreement and the Subsidiary
Agreements,  BRLI hereby  agrees to indemnify and hold harmless MMGI and Allison
and each of them against and in respect of:

            (1) all  liabilities  and obligations of, or claims against MMGI and
Allison or any of them with respect to the  operation of the WEB  Business,  for
periods  after the Closing as a result of BRLI's  purchase  of the WEB  Business
hereunder or BRLI's operation of the WEB Business  thereafter  unless same shall
result from the  intentional or grossly  negligent acts or omissions of MMGI and
Allison or either of them;

            (2)  any  damage  or   deficiency   resulting   from  any   material
misrepresentation, breach of warranty, or nonfulfillment of any agreement on the
part of BRLI under this  Agreement  and the  Subsidiary  Agreements  or from any
material  misrepresentation  in  or  omission  from  any  certificate  or  other
instrument  furnished or to be furnished  by BRLI under this  Agreement  and the
Subsidiary Agreements; and

            (3)  all  actions,   suits,   proceedings,   demands,   assessments,
judgments, costs and expenses incident to any of the foregoing.


6.    Conditions to BRLI's Obligation to Close

      The obligation of BRLI to consummate  this  Agreement  shall be subject to
each of the following conditions:

      (A) Each of the  representations  and warranties  made by MMGI and Allison
and each of them herein shall be true and accurate as of the date hereof  except
as affected by the transactions expressly contemplated by this Agreement.

      (B) Each and every  covenant,  agreement  and  condition  required by this
Agreement to be performed or complied with by MMGI or its  affiliates  and/or by
Allison at or prior to the Closing shall have been performed or complied with at
or prior to the Closing hereunder.

      (C) MMGI and Allison and each of them shall have  delivered to BRLI all of
the executed agreements, instruments,  certificates and other documents referred
to hereinabove required to be delivered by

                                      8

<PAGE>



it  and/or  him  at or  prior  to  the  Closing  including  the  Bill  of  Sale,
Non-Competition Agreements and Advertising Consulting Agreement.

      (D) Each of the  individuals  and  entities  set forth in Exhibit F hereto
shall have delivered to BRLI executed investment letters satisfactory in form to
BRLI's securities counsel.

      (E) MMGI shall have delivered its written  agreement to BRLI that it will,
within five (5) business  days after the Closing,  in a letter  approved by BRLI
(which   approval  shall  not  be   unreasonably   withheld),   provide  written
notification to each of the healthcare clients listed in Exhibit B hereto of its
transfer to BRLI of the WEB  Business  and that it will use its best  efforts to
obtain each such client's  consent to the transfer and  continuation as a client
of BRLI. In addition,  MMGI shall promptly deliver to BRLI all executed consents
which it is able to obtain using its best efforts,  to the assignment to BRLI of
each of the WEB Business Agreements as well as executed  authorizations which it
has been  able to  obtain  using  its best  efforts,  from  each of the  service
providers to the WEB Business  permitting  BRLI to utilize the same services and
service  providers  in BRLI's  operation  of the WEB  Business as are  currently
utilized by MMGI, and at the same rates.

      (F) No suit or action,  no investigation or inquiry by any  administrative
agency or governmental  body, and no legal or  administrative  proceeding  shall
have been  instituted or  threatened  which in any way questions the validity or
legality of this Agreement or the transactions contemplated thereby, at or prior
to the Closing.

      (G) Each and every one of the transactions required herein to occur at the
Closing shall have been completed.


7.    Conditions to MMGI's Obligation to Close

      The obligation of MMGI to consummate  this  Agreement  shall be subject to
each of the following conditions:

      (A) Each of the  representations  and warranties made by BRLI herein shall
be  true  and  accurate  as of  the  date  hereof  except  as  affected  by  the
transactions expressly contemplated by this Agreement.

      (B) Each and every  covenant,  agreement  and  condition  required by this
Agreement to be  performed  or complied  with by BRLI at or prior to the Closing
shall have been performed or complied with at or prior to the Closing hereunder.


                                      9

<PAGE>



      (C) BRLI shall have delivered to MMGI and Allison and each of them, all of
the executed agreements, instruments,  certificates and other documents referred
to  hereinabove  required  to be  delivered  by it at or  prior  to the  Closing
including the Non-Competition  Agreements,  the Advertising Consulting Agreement
and the Option Agreement.

      (D) Each of the  individuals  and  entities  set forth in Exhibit F hereto
shall have received that number of shares of BRLI common stock registered in his
or its name as are set  forth  opposite  their  respective  names in  Exhibit  F
(aggregating 140,000 shares).

      (E) MMGI and Allison  shall have  received an aggregate  60,000  shares of
BRLI  common  stock  registered  in  their  respective  names  pursuant  to  the
Non-Competition Agreements.

      (F) No suit or action,  no investigation or inquiry by any  administrative
agency or governmental  body, and no legal or  administrative  proceeding  shall
have been  instituted or  threatened  which in any way questions the validity or
legality of this Agreement or the transactions contemplated thereby, at or prior
to the Closing.

      (G) Each and every one of the transactions required herein to occur at the
Closing shall have been completed.


8.    Further Covenants and Agreements of MMGI and BRLI
      -------------------------------------------------

      (A) Within  seven (7) business  days after the Closing,  MMGI will provide
BRLI with all written information  necessary to enable BRLI to acquire,  license
or  take  over  MMGI's  interest  in all  custom  software  utilized  by MMGI in
operating the WEB Business.  MMGI  represents  and warrants to BRLI that it will
use its best efforts to obtain  transfers by consent or through licenses to BRLI
of all of such software products which are not standard, commercially available,
over-the-counter  software products. MMGI agrees to fully cooperate with BRLI on
a timely basis in order to enable BRLI to acquire such software products.

      (B) BRLI  agrees  that after the  Closing,  MMGI may  continue  to provide
website-design  services and other Internet services for non-healthcare clients,
as well as  non-Internet  website  services for  healthcare  and  non-healthcare
clients, free and clear of any right, title or interest therein by BRLI.

      (C) MMGI covenants and agrees that immediately  after the Closing,  except
as provided in paragraph  (D) of this Section 8, MMGI shall  terminate and cease
the conduct of any and all Internet website business of any kind for any and all
healthcare or healthcare-related Internet website design, development,

                                      10

<PAGE>



implementation,  programming  maintenance,  linking,  search engine development,
revenue or non-revenue  producing  activities for individual or group  physician
practices, hospitals, clinics, laboratories,  medical groups, medical societies,
health centers and healthcare  facilities of any kind  whatsoever  (collectively
"Healthcare and Healthcare-Related Businesses"), during the one (1) year term of
the  Advertising  Consulting  Agreement plus any renewals (up to three (3) years
thereof),  and for an additional  one (1) year period after  termination  of the
Advertising Consulting Agreement (i.e., a maximum five (5) year period).

      (D)   Anything to the contrary herein contained
notwithstanding, MMGI shall have the right;

            (1) to submit  sites hosted by BRLI to Internet  Search  Engines for
purposes of increasing traffic to the site or sites hosted by BRLI. In the event
that BRLI shall wish to utilize the website design services of MMGI at any time,
MMGI agrees to provide such services to BRLI upon BRLI's written  request at the
rates as set forth in Exhibit "I," attached hereto and made a part hereof.  This
provision is a  substantial  part of the  consideration  for this  Agreement and
shall  remain in effect  for five (5) years from the  Closing.  BRLI shall pay a
commission  to MMGI  for  web-design  services  sold on  behalf  of BRLI by MMGI
pursuant to BRLI's  written  request during such five (5) year period in the sum
of 40% of net revenues received by BRLI from the customer for such services when
received by BRLI;

            (2) to provide  Internet  website design  services to Healthcare and
Healthcare-Related  Businesses  whose  facilities are located in Westchester and
New  York  counties  in the  State of New York  during  the one (1) year  period
commencing at the Closing, provided that such services are limited solely to the
actual design, content,  programming and off-net site development of the website
and not to the  hosting  and  worldwide  hosting  aspects of the site;  that the
healthcare or healthcare-related site excepted is hosted on a BRLI website; that
regardless of any fee arrangements  that may otherwise be entered into, the said
healthcare  or  healthcare-related  client must be charged a website  design fee
payable to BRLI  pursuant to the fee  schedule  attached  hereto and made a part
hereof  as  Exhibit  "J";  and that  the fee to BRLI  must be paid to BRLI as an
initial fee before any other  Internet  website-  related fees are paid to MMGI.
The said  healthcare  client  shall be required to pay monthly or annual fees to
BRLI for website  hosting on standard terms and conditions for all BRLI Internet
Websites.  All website  maintenance fees shall be paid by the client to BRLI for
maintenance  to the  on-line  website  in  accordance  with  standard  terms and
conditions of all BRLI Internet Websites.

      (E) MMGI agrees and  covenants  with BRLI to provide a maximum 50 hours of
technical training related to the WEB Business during

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the 90-day period commencing at the Closing,  and to provide a maximum 100 hours
of sales training  and/or support related to the WEB Business during the 180-day
period commencing at the Closing.  Such training shall be without charge to BRLI
and shall be provided to BRLI's designated  employees and agents. Any additional
training shall be at such additional  times and on such terms as the parties may
mutually agree upon as necessary and reasonable.

      (F)  MMGI  agrees  during  the  period  that  the  Advertising  Consulting
Agreement  is in full  force  and  effect  (the  "Measuring  Period")  to market
Internet-oriented  services to Healthcare and Healthcare-Related  Businesses for
linkage to and participation in the WEB Business conducted by BRLI. Any customer
unaffiliated  with the  healthcare  clients  set forth in  Exhibit B hereto  who
executes a contract  for such  services  during  the  Measuring  Period on terms
acceptable  to BRLI in its sole and  absolute  discretion  shall  be  deemed  an
"Additional  Customer."  Upon  delivery by MMGI through its sales efforts of the
1,000th  Additional  Customer  during  the  Measuring  Period,  BRLI  agrees and
covenants  to pay a  commission  to MMGI equal to fifteen  percent  (15%) of the
recurring  Internet access and website fees paid to BRLI pursuant to the initial
contract with such  Additional  Customer  (provided that said contract shall not
exceed three (3) years in duration  and is on terms  acceptable  to BRLI).  Such
commission  shall be  payable to MMGI  solely  with  respect  to any  Additional
Customers  after  the  1,000th  Additional  Customer,  solely  with  respect  to
contracts  executed  during the  Measuring  Period and only with respect to each
payment after it has actually been received by BRLI.


9.    Expenses

      Each  of the  parties  shall  pay  its  own  expenses  (including  without
limitation,  the fees and expenses of the agents,  representatives,  counsel and
accountants)  incidental to the preparation  and  consummation of this Agreement
and the Subsidiary Agreements.


10.   Brokerage

      Each party shall  indemnify  and hold the other free and harmless from all
losses,  damages,  costs, and expenses  (including  attorney's fees) that may be
suffered  as a  result  of  claims  brought  by any  broker  or  finder  seeking
compensation on account of this  transaction  arising out of the actions of such
party.


11.   Survival of Representations, Warranties, Agreements and
Covenants


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      The parties agree that the representations,  warranties,  agreements,  and
covenants contained in this Agreement, the Subsidiary Agreements or in any other
documents  delivered in accordance  with or by virtue of this  Agreement and the
Subsidiary Agreements shall survive the execution and delivery of this Agreement
and the Subsidiary  Agreements and all other instruments in connection  herewith
or therewith.


12.   Notices

      All notices and other documents required or permitted to be given pursuant
to this Agreement  shall be in writing and shall be deemed to have been given if
delivered  by hand with an  acknowledgement  of  receipt  therefor  or mailed or
forwarded by registered or certified  mail or by Federal  Express to the parties
at the addresses  provided  above (or such other address for a party as shall be
specified by notice given pursuant to this paragraph).


13.   Binding Effect and Assignability

      This  Agreement and the  Subsidiary  Agreements  shall be binding upon and
shall  inure  to the  benefit  of the  parties  hereto  and  thereto  and  their
respective  successors and assigns. BRLI shall be permitted to assign its rights
(but not its obligations) hereunder to a wholly-owned subsidiary.


14.   Governing Law and Jurisdiction

      This  Agreement  and the  Subsidiary  Agreements  shall be  construed  and
enforced in accordance  with the laws of the State of New Jersey  without regard
to the principle of the conflict of laws.  The parties  hereto consent to the in
personam jurisdiction of the courts of the State of New Jersey and further agree
that any action with respect to this  Agreement  and the  Subsidiary  Agreements
shall be commenced and prosecuted only in such courts.  The parties hereby waive
trial by jury in any action or proceeding  arising under this  Agreement and the
Subsidiary Agreements.


15.   Remedies

      No remedy herein  conferred  upon or reserved to a party is intended to be
exclusive of any other available remedy, but each and every such remedy shall be
cumulative  and in addition to every other remedy given under this Agreement and
the  Subsidiary  Agreements  or  in  connection  with  this  Agreement  and  the
Subsidiary Agreements and now or hereafter existing at law or in equity.


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16.   Entire Agreement

      This Agreement and the Subsidiary Agreements referred to herein constitute
the entire  agreement  among the  parties  with  respect to the  subject  matter
contained   herein  and  therein  and   supersede  all  prior   agreements   and
understandings,  oral or written.  This Agreement and the Subsidiary  Agreements
may not be amended or modified except in writing executed by each of the parties
hereto.


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

                              THE MEDICAL MARKETING GROUP, INC.



                              By /s/Craig Allison

                              Title Craig Allison, President



                              /s/Craig Allison
                              ----------------
                              Craig Allison (Individually)


                              BIO-REFERENCE LABORATORIES, INC.



                              By /s/Marc D. Grodman


                              Title Marc D. Grodman, President


                                      14

Source: OneCLE Business Contracts.