FIRST NATIONAL COMMUNICATIONS NETWORK, INC.



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                          TELEPHONE MARKETING NETWORK

                                MASTER AGREEMENT



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Agreement made this 18th day of April 2001 between FIRST NATIONAL COMMUNICATIONS

Network, Inc. ("FNC") with principal offices located at 4225 Executive Square,

Suite 250, La Jolla, CA 92037 and Intercallnet, Inc. ("NETWORK SITE") with

principal offices at 6340 NW 5th Way, Fort Lauderdale, Florida 33309,

(collectively referred to as the "parties").



         WHEREAS FNC is interested in the continued existence of a Telephone

Marketing relationship with NETWORK SITE for the processing of telemarketing

calls at a NETWORK SITE production facility for an assigned FNC client

("Client"); and



         WHEREAS NETWORK SITE, an established telemarketing business, is

interested in providing the necessary facilities, equipment, maintenance,

service and personnel for each assigned FNC Client campaign.



         NOW THEREFORE, in consideration of the mutual promises and obligations

of FNC and NETWORK SITE, 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 FNC Telephone Marketing Network, NETWORK SITE shall provide

facilities, equipment, maintenance, service and personnel required to establish,

maintain and operate the Telephone Marketing 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 established by FNC, in an

attachment to this Agreement accepted by NETWORK SITE . These Operating

Procedures may from time to time be modified in writing by FNC, and accepted by

NETWORK SITE and NETWORK SITE 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.



2. FNC will provide records with phone numbers to NETWORK SITE in an 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. FNC will also provide approved script/order

forms and report formats to be used exclusively for each program. NETWORK SITE

will not make any changes to the materials or scripts without the consent of

FNC. At the termination of a specific Client campaign, NETWORK SITE 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 FNC's choice to FNC at FNC's expense provided NETWORK SITE

has been paid in full for all work performed under this Agreement.



3. NETWORK SITE acknowledges FNC's responsibility to assure maximum program

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

commercially reasonable efforts to:



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

         and other calling materials;



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

         each phone agent;



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

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

         of each program and as changes occur;



         D. Respect FNC's criteria and promptly adhere to FNC's instructions

         concerning the selection and removal of phone agents placing calls on

         any FNC program;



         E. Allow FNC to conduct training of phone agents and supervisors on the

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