ALLIANCE AGREEMENT



      THIS  ALLIANCE   AGREEMENT  (this   "Agreement")  by  and  between  Call

Compliance  Inc.,  a New York  corporation  ("CCI"),  and  Illuminet  Inc.,  a

Delaware  corporation   ("Illuminet";   CCI,  together  with  Illuminet,   the

"Parties").



                             W I T N E S S E T H:

                             - - - - - - - - - -



      WHEREAS,  Call Compliance.com  Inc. ("CCC"),  the parent company of CCI,

has  developed  and patented  the Licensed  Patent (as such term is defined in

the "Patent License  Agreement"  among CCC, CCI, and Illuminet and dated as of

the Effective Date hereof);



      WHEREAS,  the  Parties  desire to set  forth  their  respective  rights,

duties and obligations concerning the development,  marketing and operation of

the Service (as such term is defined below);



      WHEREAS,  concurrently  with the execution of this Agreement,  CCC, CCI,

and  Illuminet  are entering  into the Patent  License  Agreement  pursuant to

which CCC will grant a non-exclusive  license to Illuminet to use the Licensed

Patent;



      NOW,  THEREFORE,  in consideration of the mutual promises and other good

and valuable  consideration,  the receipt and  sufficiency of which are hereby

acknowledged, the Parties agree as follows:



1.0   DEFINITIONS



Terms not  otherwise  defined  in the body of this  Agreement  shall  have the

following meanings:



"Carrier Customer" means a telecommunication carrier that has agreed to

commercial deployment of the Service.



"Dip" means a database transaction whereby a SS7 TCAP message is sent from a

Carrier Customer's switch to the Illuminet SCP during the switch's processing

of an outbound telemarketing call.  The SCP executes the Service logic in

order to determine the appropriate handling of the call in question (e.g.

complete the call normally, disconnect the call, route the call to an

announcement, etc.). The SCP replies to the switch with an SS7 TCAP message

containing the appropriate instructions for the disposition of the call in

question.



"Dip Charge"  means the fee charged by Illuminet  to a Carrier  Customer  each

time that Carrier Customer Dips the Service.



"Dip Charge  Revenue"  means the amount  determined by  multiplying  the total

monthly  number  of Dips to the  Service  that are made by  Carrier  Customers

times the applicable Dip Charge(s).



<PAGE>



"Illuminet  System"  refers  individually  and  collectively  to  all  of  the

databases,   servers,   software,   protocols,   specifications,    templates,

documents,  rules and  methodologies  that comprise the SCP Based  Application

but specifically excludes the Do Not Call List.



"Intellectual  Property  Rights"  means any and all (by whatever  name or term

known or  designated)  tangible and  intangible  rights now known or hereafter

existing in and to copyrights,  patents,  trade secrets,  trademarks,  service

marks,   tradenames,   know-how,  any  and  all  inventions,   discoveries  or

improvements,   and  any  other  intellectual  and  industrial   property  and

proprietary  rights, of every kind and nature throughout the world and however

designated,   and  including  all   registrations,   applications,   renewals,

extensions thereof.



"Service  Fees" means the amount of the Dip Charge Revenue that is retained by

Illuminet, which shall be calculated pursuant to Exhibit B, annexed hereto.



"SCP" stands for Service Control Point.



"SCP Based Application" means the SCP based software application,  acquired or

developed by Illuminet, which will perform and execute the Service.



"Service"  means the  service  described  more  fully in  Exhibit  A,  annexed

hereto.



"SS7" stands for Signaling System No. Seven.



"TCAP" stands for Transaction Capability Application Part.



 "Telemarketer"  means an enterprise  that  markets,  sells,  performs  market

research,  and/or makes  soliticitations  through  making  outbound  telephone

calls to businesses or consumers.



"Trademark" means any trade name,  trademark,  service mark, logo,  symbol, or

other product or service  designation of a Party,  including any abbreviation,

contraction, or simulation thereof that is shown on Exhibit D annexed hereto.

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