CONSULTING AGREEMENT



         The CONSULTING AGREEMENT, made as of February 28, 2002, by and between

Stanford Venture Capital Holdings, Inc. ("Consultant") and Intercallnet, Inc.

(the "Company").







                                   WITNESSETH





         WHEREAS, the Company desires to retain Consultant to render certain

consulting and advisory services; and



         WHEREAS, Consultant is willing to perform such consulting services on

the terms and conditions herein contained;



         NOW, THEREFORE, in consideration of the premises herein and other good

and valuable considerations, the receipt of which is hereby acknowledged, the

parties hereto agree as follows:





1.       ENGAGEMENT



         The Company hereby engages Consultant, and Consultant hereby accepts

such engagement, as its nonexclusive consultant to render the consulting

services set forth below, as requested by the Company and in furtherance of the

business goals of the Company.





2.       CONSULTANT DUTIES



         Consultant shall, at the request of the Company, provide financial

consulting and advisory services, including, but not necessarily limited to, the

following: (a) organization and operation of the Company's operations in

Antigua, (b) advice concerning alternative capital structures and additional

funding requirements, (c) advice concerning listing requirements and employment

of financial public relations specialists and (d) advice concerning strategic

transactions that the Company may consider from time to time. Consultant may

also provide additional services at the request of the Company upon terms and

conditions to be mutually agreed upon by the parties at the time of any such

additional engagement. Consultant agrees to provide the aforesaid consulting

services and to faithfully and industriously undertake the performance of such

consulting services at the direction of the Company and to the best of its

ability, experience and talents perform all of those duties that may be required

of Consultant pursuant to the express and implicit terms of this Agreement, and

to the reasonable satisfaction of the Company. Consultant may not use at any



{PAGE}





time the name or logo of, or refer to the Company, directly or indirectly, in

any advertisement, sales presentation, news release, report or other publication

or presentation without the Company's prior written approval.





3.       TERM



         The term of this Agreement during which such consulting services shall

be provided hereunder shall commence on the date hereof and continue for a

period of thirty-six (36) months.





4.       COMPENSATION



         As full compensation for Consultant's services hereunder, the Company

shall pay Consultant a fee of $50,000 for each year of the term, payable

quarterly in advance in the amount of $12,500, commencing on the date hereof.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC