Intercallnet, Inc.

                                       and

                      Informed Communications Systems, Inc.





================================================================================



                           MASTER SERVICES AGREEMENT



================================================================================





         This Agreement made this 20th day of August 2001 between Informed

Communication Systems, Inc. ("ICS") with principal offices located at 2200 West

Commercial Blvd., Suite 305, Fort Lauderdale, Florida, 33309 and Intercallnet,

Inc., ("ICN") with principal offices at 6340 N.W. 5th Way, Fort Lauderdale, FL

33309 (collectively referred to as the "Parties").



         WHEREAS ICS is interested in the continued existence of a Telemarketing

and Client Business Development Services relationship with ICN for the

processing of telemarketing calls and Database Management at a ICN production

facility for an assigned ICS client ("Client"); and



         WHEREAS ICN, an established telemarketing business, is interested in

providing the necessary facilities, equipment, maintenance, service and

personnel for each assigned ICS Client campaign.



         NOW THEREFORE, in consideration of the mutual promises and obligations

of ICS and ICN, as set forth herein, and other good and valuable consideration,

the sufficiency of which is acknowledged by the execution of this Agreement, the

parties agree as follows:

   1.    As part of the ICS Telemarketing Master Services Agreement, ICN shall

         provide facilities, equipment, maintenance, service and personnel

         required to establish, maintain and operate the Telemarketing location,

         all in accordance with the day to day operating procedures,

         telemarketing techniques, training, quality assurance, and control

         measures and such other specific instructions (collectively the

         "Operating Procedures") as approved by ICS, in an attachment to this

         Agreement accepted by ICN. These Operating Procedures may from time to

         time be modified in writing by ICS, and accepted by ICN and ICN shall

         comply with such updated and/or modified Operating Procedures. The

         Operating Procedures shall be reasonable in nature and shall be used

         exclusively for the performance of this Agreement. Nothing herein shall

         be construed to obligate ICS to generate Operating Procedures. ICS

         shall only be obligated to pay ICN under the terms and conditions of

         fully executed Operating Procedures attached hereto and made a part

         hereof.



   2.    When ICS or it's client provides records with phone numbers to ICN it

         would be in the agreed upon format as specified in each

         project-specific attachment ("Project Attachment"). This Master

         Agreement will be modified by executed Project Attachments, which will

         be a part of this Agreement. ICS will also assist with the development

         of mutually approved scripts, order forms and report formats to be used

         exclusively for each program. ICN will not make any changes to the

         materials or scripts without the consent of ICS. At the termination of

         a specific Client campaign, ICN must return all prospect name lists,

         completed call records and Client-provided materials and all copies of

         material relating to the specified program within 48 hours, by delivery

         service of ICS's choice to ICS at ICS's expense provided ICN has been

         paid in full for all work performed under this Agreement.



   3.    ICN acknowledges ICS's responsibility to assure maximum program

         performance for each Client campaign. To that end, ICN shall use its

         commercially reasonable efforts to:



         A. Provide feedback and consult with ICS on ways to improve the script

         and other calling materials;



{PAGE}





         B. Manage the list and call traffic to ensure maximum performance from

         each phone agent;



         C. Provide ICS with the names and/or identification numbers of all

         phone agents and supervisors working on ICS programs prior to the start

         of each program and as changes occur;

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