AMERICOMM DIRECT MARKETING



                           MASTER SERVICES AGREEMENT





Agreement made this April 19th day of April 2001 between AMERICOMM DIRECT

MARKETING ("ADM") with principal offices located at 494 St. Paul's Blvd.,

Norfolk, Virginia 23510 and InterCallNet, Inc. ("ICN") with principal offices at

6340 N.W. 5th Way, Ft. Lauderdale, FL 33309 (collectively referred to as the

"parties").



         WHEREAS ADM is interested in the continued existence of a Telemarketing

relationship with ICN for the processing of telemarketing calls at a ICN

production facility for an assigned ADM client ("Client"); and



         WHEREAS ICN, an established telemarketing business, is interested in

providing the necessary facilities, equipment, maintenance, service and

personnel for each assigned ADM Client campaign.



         NOW THEREFORE, in consideration of the mutual promises and obligations

of ADM 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 ADM 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 established by ADM, in an

attachment to this Agreement accepted by ICN. These Operating Procedures may

from time to time be modified in writing by ADM, 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.



2.       When ADM 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. ADM will also provide

approved script/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 ADM. 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 ADM's choice to ADM at ADM's expense provided ICN

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



3.       ICN acknowledges ADM'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 ADM 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 ADM with the names and/or identification numbers of

         all phone agents and supervisors working on ADM programs prior to the

         start of each program and as changes occur;



                  D. Respect ADM's criteria and promptly adhere to ADM's

         instructions concerning the selection and removal of phone agents

         placing calls on any ADM program;



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                  E. Allow ADM to conduct training of phone agents and

         supervisors on the Client's behalf;



                  F. Provide sufficient supervision and monitoring daily so that

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