EXHIBIT 10.25

AGREEMENT

THIS AGREEMENT (hereinafter the "Agreement"), is made as of the 3rd day of October, 1998, by and between Quintel Communications, Inc., a New York corporation, with an office address at One Blue Hill Plaza, 5th Floor, P.O. Box 1665, Pearl River, New York 10965 (hereinafter "Quintel"), and U.S. Mobile Services, Inc., a Delaware Corporation with an address at 10810 Guilford Road, Suite 101, Annapolis Junction, Maryland 20701 (hereinafter "USM").

BACKGROUND

WHEREAS, USM is a national wireless and wireline resale provider of prepaid wireless, prepaid wireline and prepaid local exchange services;

WHEREAS, Quintel is in the business of providing inter alia, telecommunications products and services as well as direct marketing services to its clients;

WHEREAS, Quintel has developed and is currently running a sales commercial on a national basis which advertises a "free cellular phone" to any customer that switches his/her long distance wireline telephone service to a company represented by Quintel (hereinafter the "Quintel Affiliate");

WHEREAS, USM is desirous of supplying the "free cellular phone" as well as monthly cellular service (under certain terms and conditions) to the Quintel customers mentioned above;

NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions herein set forth, Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. RECITALS. The foregoing recitals are hereby incorporated herein by reference as if fully set forth at this point in the text of the Agreement.

2. QUINTEL RESPONSIBILITIES AND PAYMENT OBLIGATIONS. On the terms and subject to the conditions set forth in this Agreement, Quintel agrees as follows:

a. Quintel will produce and fund all productions of spots and/or infomercials;

b. Quintel will manage and fund all media purchases;

c. Quintel will write all telemarketing scripts and manage the inbound telemarketing process with respect to its programs;

d. Quintel will provide USM with a list of customers that have qualified for the "free cellular phone" program;

e. Quintel will provide the aforementioned customer information to USM via electronic file with the pertinent information regarding each customer;

f. Quintel will pay USM {Confidential portion omitted and filed separately with the Commission} for each cellular phone shipped with respect to customers that receive phones in conformance with the Quintel "free cellular phone" program (i.e.: phone shipment after the customer has been a long distance customer of the Quintel affiliate for {Confidential portion omitted and filed separately with the Commission} which phones shall be loaded with {Confidential portion omitted and filed separately with the Commission} for use by the customer. Quintel will make the aforementioned payment to USM within seven days subsequent to the phone shipment mentioned above. The cellular phones to be shipped with respect to the "free cellular phone" program mentioned above will be shipped to customers by USM only after authorization from Quintel;

g. Quintel will receive a {Confidential portion omitted and filed separately with the Commission} percent commission on prepaid cellular airtime sold to each customer on a recurring monthly basis
(exclusive of any initial airtime loads) during the entire period such customer remains a customer of USM or any of its subsidiaries or affiliates.

3. USM RESPONSIBILITIES AND PAYMENT OBLIGATIONS. On the terms and subject to the conditions set forth in this Agreement, USM agrees as follows:

a. USM will carry the inventory of prepaid cellular phone hardware and will fulfill customer orders. The aforementioned phones will be loaded with {Confidential portion omitted and filed separately with the Commission} of airtime when they are shipped from the USM fulfillment center. It is understood and agreed by the parties hereto that Quintel will not be paid a commission with respect to the initial {Confidential portion omitted and filed separately with the Commission} airtime load mentioned herein;

b. USM will bear the cost associated with the shipping of the phones as well as the {Confidential portion omitted and filed separately with the Commission} initial airtime load mentioned herein;

c. USM will ship the prepaid cellular phone within forty-eight (48) hours from the time that it has been notified to do so by Quintel. Quintel will provide USM with an anticipated delivery schedule weekly, which schedule shall detail the anticipated prepaid phone deliveries for the following two (2) week period;

d. USM will provide and manage the "back end" customer service function as well as its telemarketing programs. USM will provide the same product and service warranties to the "free cellular phone" customers as those supplied to other customers of USM and otherwise required by law. USM will indemnify Quintel against any claim made against Quintel by a USM customer and hold Quintel harmless from any liability, cost or expense arising out of such product and service warranties or the use of the cellular telephone by such customer. The foregoing indemnification does not cover misrepresentations by Quintel, nor will it extend to negligence or fraud on the part of Quintel;

e. USM agrees to ship a maximum of {Confidential portion omitted and filed separately with the Commission} cellular phones {Confidential portion omitted and filed separately with the Commission} under the "free cellular phone" program mentioned in Paragraph 2 above. If the program is more successful than originally anticipated, the parties hereto agree that USM shall have the option to ship more than {Confidential portion omitted and filed separately with the Commission} phones per month in USM's sole and absolute discretion;

f. Sixty-one (61) days subsequent to the date that a customer switches its long distance service to the Quintel Affiliate, USM will contact the customer in an attempt to encourage the customer to pay a sum of money to purchase the cellular phone rather than waiting an additional four (4) months to receive the "free cellular phone" pursuant to the original offer. Providing that USM is successful in encouraging the customer to pay for the cellular phone, Quintel will not be required to pay USM pursuant to paragraph 2(g) above. Notwithstanding the foregoing, Quintel will continue to be entitled to the commission referred to in Paragraph 2(g) above;

g. Quintel will maintain script approval with respect to outbound telemarketing efforts and approval of all other media, print or otherwise, with regard to paragraph 3(f) above.

4. PRIVATE LABEL. The Parties hereto agree that the commercials that are being aired will continue to be aired under the Quintel Private label.

5. TERM. The term of this agreement shall be for a period of one (1) year. USM and Quintel shall have the right to elect two (2) one year renewal options in their discretion on the terms and conditions contained herein. During the term of this agreement, Quintel agrees to deliver all sales including all customer leads to USM in conformance with the terms of this Agreement. In markets where USM can not activate mobile identification numbers, USM and Quintel agree that Quintel can utilize

provider for purposes of fulfilling the "free cellular phone" program mentioned above.

6. REPRESENTATIONS AND WARRANTIES BY QUINTEL. To induce USM to enter into this agreement, Quintel makes the following representations and warranties:

a) Quintel has the power and authority to enter into this Agreement and to perform all of its duties and obligations hereunder;

b) The execution of this Agreement as well as the full and complete performance by Quintel of the provisions hereof will not violate or result in any breach of, or constitute a default under any agreement or other instrument to which Quintel is a party, or by which Quintel is bound.

7. REPRESENTATIONS AND WARRANTIES BY USM. To induce Quintel to enter into this Agreement, USM makes the following representations:

a) USM has the power and authority to enter into this Agreement and to perform all of its duties and obligations hereunder;

b) The execution of this Agreement as well as the full and complete performance by USM of the provisions hereof will not violate or result in any breach of or constitute a default under any agreement or other instrument to which USM is a party, or by which USM is bound.

8. THIRD PARTY BROKERAGE. The parties hereto hereby represent and warrant to each other that neither USM or Quintel have dealt with any broker or finder in connection with the transactions which are the subject of this Agreement, and each party hereby agrees to indemnify, save harmless and defend the other from and against all claims, losses, liabilities and expenses, including reasonable attorney's fees, arising out of any claims made by any broker, finder, or other intermediary who claims to have dealt with such party in connection with the transaction which is the subject of this Agreement. The provisions of this Section shall survive the termination of this Agreement.

9. HEADINGS. The headings used in this Agreement are for purposes of convenience only and shall not be used in construing the provisions hereof.

10.      SEVERABILITY. The provisions of this Agreement shall
         be deemed severable, and the invalidity or
         unenforceability of any one or more of the provisions
         hereof shall not affect the validity or
         enforceability of the other provisions hereof.

11.      ENTIRE AGREEMENT. This document represents the entire
         agreement between the parties with respect to the
         subject matter hereof, and supersedes any and all
         prior agreements, representations and covenants, oral
         or written.

12.      MODIFICATIONS. This Agreement may not be modified
         except by the written agreement signed by both of the
         parties hereto.

13.      NOTICES. Notices given pursuant to this Agreement
         shall be in writing, shall be given by actual
         delivery or by mailing the same to the party entitled
         thereto, at the addresses set forth below or at such
         other address as any party may designate in writing
         to any other party pursuant to the provisions of this
         Section. Notices given by mail shall be sent by
         United States mail, certified or registered, return
         receipt requested. Except as otherwise provided
         herein, notices shall be deemed to be received on the
         date of actual receipt, in the case of personal
         deliver, or on the date of mailing in the case of
         mailing. Notices shall be served or mailed to the
         following addresses, subject to the changes provided
         above:

         If to USM:    U.S. Mobile Services, Inc.
                       10810 Guilford Road
                       Annapolis Junction, Maryland 20701
                       Attention: Brian A. McCormick

        If to Quintel: Quintel Communications, Inc.
                       One Blue Hill Plaza, 5th Floor
                       P.O. Box 1665
                       Pearl River, NY 10965
                       Attention:

14.      MISCELLANEOUS.

a). This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland;

b). Neither party shall be permitted to assign its rights and/or delegate its duties under this Agreement without the written consent of the other, which consent shall not be unreasonably withheld;

c). This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one Agreement binding on all of the parties hereto, notwithstanding that all of the parties are not a signatory to the original or the same counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

U.S. MOBILE SERVICES, INC. (USM)

By: /s/ Brian A. McCormick
    ---------------------------------
    Brian A. McCormick
    Chairman & CEO

QUINTEL COMMUNICATIONS, INC. (Quintel)

By: /s/  Gary Salmirs
    ---------------------------------
    Title:  Vice President

EXHIBIT 10.26.1

SETTLEMENT AND RELEASE RESPECTING
ALLEGED IMPROPER ADJUSTMENTS FOR CALLS PRIOR
TO DECEMBER 31, 1997

WHEREAS, New Lauderdale, a corporation organized under the laws of the State of Delaware ("RELEASOR") and having offices at One Blue Hill Plaza, Pearl River, NY 10965 and West Interactive Corporation, a corporation organized under the laws of the State of Delaware and having offices at 9223 Bedford Avenue, Omaha, NE 68134 ("RELEASEE"; collectively with the RELEASOR, the "PARTIES") are parties to that certain Servicing Agreement (the "SA") under which RELEASEE contracts with {Confidential portion omitted and filed separately with the Commission} to perform certain billing services (the "Billing Services") for RELEASOR in connection with calls made to RELEASOR's 900 pay-per-call programs ("RELEASOR's 900 Programs");

WHEREAS, in connection with the Billing Services, RELEASOR has made certain inquiries respecting the duplication of certain adjustments made by {Confidential portion omitted and filed separately with the Commission} for uncollectible amounts;

WHEREAS, RELEASEE has investigated the items;

WHEREAS, the PARTIES wish to fully, finally and forever settle all disputes respecting the investigation of duplicate adjustments for uncollectible amounts;

NOW THEREFORE, in consideration of the foregoing recitals and of the terms and conditions set forth herein, the PARTIES hereby agree as follows:

1. RELEASOR, in consideration of the sum of $455,804.31 from RELEASEE, the receipt of which is hereby acknowledged, releases and discharges RELEASEE and each of its past, present and future investors, subsidiaries, affiliates, officers, directors, employees, agents, stockholders, partners, underwriters, successors and assigns (collectively with RELEASEE, "RELEASEES"), from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, controversies, agreements, promises, variances, trespasses, damages, judgment, extents, executions, claims and demands whatsoever, in law, in admiralry, or in equity which RELEASOR and RELEASOR's heirs, executors, administrators, successors and assigns ever had, now have, or which they hereafter can, shall or may have from the beginning of the world to the end of the world, against RELEASEES, arising out of or relating to all alleged duplicate adjustments for calls placed to RELEASOR's 900 Programs prior to December 31, 1997.

2. The payment of $455,804.31 by RELEASEE is contingent upon the execution of this Settlement and Release.

3. It is understood and agreed that this Settlement and Release is a compromise of a claim, and that the consideration recited herein is not an admission of liability on the part of any PARTY.

4. The PARTIES further agree to: (a) restrict disclosure, to the extent permitted by law, of the existence and terms of this Settlement and Release solely to those of its employees, attorneys and financial advisors with a need to know and not disclose the existence or terms of this Settlement and Release to others; and (b) advise employees, attorneys and financial advisors who receive notice of the existence and terms of this Settlement and Release of the obligation of confidentiality

5. This Settlement and Release contains the entire agreement between the PARTIES relating to the matters referenced herein. However, neither the terms of this Settlement and Release nor any matters referenced in this Settlement and Release shall be construed to affect or vary any contract between RELEASOR and RELEASEE, including but not limited to the SA, which shall remain in full force and effect.

6. This Settlement and Release may not be changed orally.

7. This agreement shall be construed in accordance with and governed by the local laws of the State of Nebraska.

8. The undersigned hereby state that they are authorized to sign this Settlement and Release on behalf of the designated PARTY.

IN WITNESS HEREOF, RELEASOR AND RELEASEE have executed this Settlement and Release on the 3 day of November 1998.

New Lauderdale

By:  /s/Andrew Stollman
     -----------------------
Andrew Stollman
----------------------------
Typed or Printed Name

West Interactive Corporation

By:  /s/Steven M. Stangl
     ------------------------

EVP  11/24/98
----------------------------
Steven M. Stangl
Executive Vice President

EXHIBIT 10.26.2

SETTLEMENT AND RELEASE RESPECTING
ALLEGED IMPROPER ADJUSTMENTS FOR CALLS PRIOR
TO DECEMBER 31, 1997

WHEREAS, Calling Card Company, a corporation organized under the laws of the State of Delaware ("RELEASOR") and having offices at One Blue Hill Plaza, Pearl River, NY 10965 and West Interactive Corporation, a corporation organized under the laws of the State of Delaware and having offices at 9223 Bedford Avenue, Omaha, NE 68134 ("RELEASEE"; collectively with the RELEASOR, the "PARTIES") are parties to that certain Servicing Agreement (the "SA") under which {Confidential portion omitted and filed separately with the Commission} to perform certain billing services (the "Billing Services") for RELEASOR in connection with calls made to RELEASOR's 900 pay-per-call programs ("RELEASOR's 900 Programs");

WHEREAS, in connection with the Billing Services, RELEASOR has made certain inquiries respecting the duplication of certain adjustments made by {Confidential portion omitted and filed separately with the Commission} for uncollectible amounts;

WHEREAS, RELEASEE has investigated the items;

WHEREAS, the PARTIES wish to fully, finally and forever settle all disputes respecting the investigation of duplicate adjustments for uncollectible amounts;

NOW THEREFORE, in consideration of the foregoing recitals and of the terms and conditions set forth herein, the PARTIES hereby agree as follows:

1. RELEASOR, in consideration of the sum of $239,543.53 from RELEASEE, the receipt of which is hereby acknowledged, releases and discharges RELEASEE and each of its past, present and future investors, subsidiaries, affiliates, officers, directors, employees, agents, stockholders, partners, underwriters, successors and assigns (collectively with RELEASEE, "RELEASEES"), from all manner of actions, causes of action, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, controversies, agreements, promises, variances, trespasses, damages, judgment, extents, executions, claims and demands whatsoever, in law, in admiralry, or in equity which RELEASOR and RELEASOR's heirs, executors, administrators, successors and assigns ever had, now have, or which they hereafter can, shall or may have from the beginning of the world to the end of the world, against RELEASEES, arising out of or relating to all alleged duplicate adjustments for calls placed to RELEASOR's 900 Programs prior to December 31, 1997.

2. The payment of $239,543.53 by RELEASEE is contingent upon the execution of this Settlement and Release.

3. It is understood and agreed that this Settlement and Release is a compromise of a claim, and that the consideration recited herein is not an admission of liability on the part of any PARTY.

4. The PARTIES further agree to: (a) restrict disclosure, to the extent permitted by law, of the existence and terms of this Settlement and Release solely to those of its employees, attorneys and financial advisors with a need to know and not disclose the existence or terms of this Settlement and Release to others; and (b) advise employees, attorneys and financial advisors who receive notice of the existence and terms of this Settlement and Release of the obligation of confidentiality.

5. This Settlement and Release contains the entire agreement between the PARTIES relating to the matters referenced herein. However, neither the terms of this Settlement and Release nor any matter referenced in this Settlement and Release shall be construed to affect or vary any contract between RELEASOR and RELEASEE, including but not limited to the SA, which shall remain in full force and effect.

6. This Settlement and Release may not be changed orally.

7. This agreement shall be construed in accordance with and governed by the local laws of the State of Nebraska.

8. The undersigned hereby state that they are authorized to sign this Settlement and Release on behalf of the designated PARTY.

IN WITNESS HEREOF, RELEASOR AND RELEASEE have executed this Settlement and Release on the 3 day of November 1998.

Calling Card Company

By:  /s/ Andrew Stollman
     -----------------------

Andrew Stollman
----------------------------
Typed or Printed Name

West Interactive Corporation

By:  /s/ Steven M. Stangl
     -----------------------

EVP  11/24/98
----------------------------
Steven M. Stangl
Executive Vice President

EXHIBIT 10.27

AGREEMENT

THIS AGREEMENT (this "Agreement") is made as of this 4th day of May, 1998 by and between Access Resource Services, Inc., a Delaware corporation ("ARS") and Quintel Entertainment, Inc., a Delaware corporation ("Quintel").

WITNESSETH:

WHEREAS, ARS has purchased commercial advertising time on three syndicated daytime television talk shows entitled "The Sally Jesse Raphael Show", "The Ricki Lake Show", and "The Montel Williams Show", (collectively, the "Programs").

WHEREAS, ARS has the ability to include certain designated 800 telephone numbers in the advertising it has purchased on the Programs.

WHEREAS, Quintel periodically purchases commercial advertising time on various other television programs and has the ability to designate 900 telephone numbers in such advertising.

WHEREAS, ARS and Quintel wish to exchange the ability to designate certain 800 and 900 telephone numbers in their respective media advertising.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ARS and Quintel hereby agree as follows:

1. ASSIGNMENT OF TELEPHONE NUMBERS BY ARS. ARS hereby agrees that, for the period beginning on the date hereof and ending on July ___, 1998, ARS will include 800 telephone numbers designated solely and exclusively by Quintel (the "Quintel Numbers") in all ARS advertising on the Programs. (The aggregate cost to ARS of all commercials including Quintel Numbers run on each Program is hereinafter referred to as the "ARS Cost"). All costs related to the Quintel Numbers shall be borne solely and exclusively by Quintel. Notwithstanding the foregoing, ARS will not be obligated to included the Quintel Numbers in advertising on the Programs which: (i) has previously been sold in connection with a related sale of advertising time on "The Maury Povich Show"; or (ii) has been allocated to the syndication of the Programs.

2. PURCHASE OF MEDIA TIME AND TRANSFER OF 900 MINUTES BY QUINTEL.

(a) In consideration for ARS, agreement to assign certain Quintel Numbers to advertising on the Programs, Quintel hereby agrees to obtain for ARS, at Quintel's sole cost and expense, 900 telephone number billable minutes (the "900 Minutes"), from the following sources (the "900 Minutes Sources"), in the following priorities: service bureaus handling 800 or 900 telephone number traffic; telemarketing companies; and live psychic operators. Quintel shall instruct the 900 Minutes Sources to utilize 900 telephone numbers designated by ARS in such sources' advertising during the term hereof.

(b) {Confidential portion omitted and filed separately with the Commission}

(c) ARS will be responsible for all 900 costs, including, but not limited to, transport, billing and collection, redirect, psychic fees and chargebacks.

(d) The respective number of minutes allocated by ARS to Quintel and by Quintel to ARS shall be monitored on a weekly basis during the term hereof. To the extent that the number of minutes allocated to each party by the other during any weekly period is unequal, an appropriate adjustment shall be made during the following week to cause such minutes, to the greatest extent possible, to be equal during the term hereof.

3. FURTHER ASSURANCES. ARS and Quintel hereby agree to execute, acknowledge, obtain and deliver all such further acts, assignments, conveyances, consents, and assurances as may reasonably be required for the consummation of the transactions contemplated by this Agreement.

4. INTERPRETATION. This Agreement and each provision hereof shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under such law, then such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes any and all agreements, whether oral or written, between the parties with respect to its subject matter. If an action is brought by either party hereto for breach or default of any provision of this Agreement, the prevailing party in such action shall be awarded reasonable attorney's fees and costs in addition to any other relief to which the party may be entitled.

6. MODIFICATION. This Agreement may not be altered or amended except by written agreement duly executed by all parties hereto.

7. SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns.

8. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall together constitute but one and the same agreement, binding upon all the parties hereto, notwithstanding that all the parties are not signatories to the original of the same counterpart.

9. HEADINGS. The headings and labels of the paragraphs of this Agreement are inserted solely for the convenience of reference, and in no way define, limit, extend or aid in the construction of the scope, extent or intent of this Agreement or of any term or provision hereof.

10. WAIVER. The failure of any party to enforce at any time the provisions of this Agreement shall not be construed as a waiver of any provision or of the right of such party thereafter to enforce each and every provision of this Agreement.

11. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this Agreement.

12. NO THIRD PARTY BENEFICIARIES. The parties acknowledge and agree that this Agreement creates no rights for or in favor of any person or third party not a party to this Agreement, and that no such person may place any reliance hereon.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

WITNESS/ATTEST:                           ACCESS RESOURCE SERVICES, INC.

                                          BY:
                                              ---------------------------

                                          ITS:
                                              ---------------------------


WITNESS/ATTEST:                           ACCESS RESOURCE SERVICES, INC.

                                          BY: /s/Jeffrey Schwartz
                                              ---------------------------

                                          ITS:     Chairman
                                              ---------------------------

EXHIBIT 10.28

US/INTELICOM INC.
SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT, made and entered into as of the seventh day of April, 1998, by and between US/INTELICOM, Inc. (hereinafter referred to as "US/INTELICOM") and Quintel Cellular, LLC (hereinafter referred to as the "Licensee").

RECITALS:

A. US/INTELICOM is engaged in developing and licensing application software for cellular telephones to produce prepaid cellular telephones (hereinafter referred to as the "Phone" or "Phones"), as well as the development of programs, systems and services intended to support such prepaid cellular telephones (hereinafter referred to as the "Business").

B. US/INTELICOM has the exclusive right, title and interest in and to said application software for prepaid cellular telephones (hereinafter referred to as the "Software").

C. US/INTELICOM has agreed with Licensee to provide the Software to Licensee for installation of the Software on the Phones and to sell, lease and distribute the Phones to Licensee's customers, subject to the terms and conditions of this Agreement.

D. The Licensee is engaged in the marketing, sale, lease and distribution of prepaid cellular telephones.

E. The Licensee desires to sell and market Phones installed with the Software, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which the parties conclusively acknowledge, the parties agree as follows:

1. Grant of License.

US/INTELICOM hereby grants to Licensee, a limited, worldwide, nontransferable, nonexclusive, conditional right and license to use the Software solely with the Phones and to reproduce the Software in connection with such use, and Licensee hereby accepts said right, license and privilege, in accordance with the terms of this Agreement. US/INTELICOM agrees to provide the Software in executable form and any specifications and instructions required to install the Software on the Phones to enable Licensee to sell, lease and distribute prepaid cellular telephones to Licensee's customers, which customers shall have the perpetual right to use the software in connection with their use of their Phones.

Page 1 of 15 Confidential

2. Term of License.

The term of this license shall be for an initial period of forty-eight (48) months ("initial term"), commencing on the date of execution of this Agreement. This license shall thereafter automatically renew on the anniversary of this execution date for additional terms of twelve (12) months ("subsequent terms"), unless Licensee sends written notification to US/INTELICOM of Licensee's intention not to renew. Such notification must be received by US/INTELICOM not less than ninety (90) days preceding the automatic annual renewal.

3. Fees.

As consideration for the rights granted and services provided hereunder, Licensee shall remit fees to US/INTELICOM according to the fee schedule and conditions described in the attached Addendum A, which is hereby included within and made an integral part of this agreement. All fees, reimbursements, and other financial figures referenced in this Agreement are expressed in United States dollars.

(a) The fee amounts described in Schedule A shall remain constant throughout the initial term of this Agreement.

(b) These fees shall be subject to a modification during each subsequent term. At each subsequent renewal of this Agreement, the fee amounts shall be modified by the change in the Consumer Price Index (CPI) over the preceding calendar year (the "preceding year"). This change shall not exceed five percent (5%) for any year. Should Licensee have sold or leased a minimum of two hundred thousand (200,000) Phones containing the Software during a "preceding year", the fee modification for the ensuing subsequent term will be permanently waived.

4. Use of License.

During the term of this Agreement, Licensee covenants and agrees to:

(a) use the Software only for the Phones covered under the terms of this License;

(b) adhere precisely to any instructions and policies furnished by US/INTELICOM regarding the use of the Software, which instructions and policies may be updated by US/INTELICOM from time to time consistent with the terms of this License;

(c) comply with all applicable local and federal laws and regulations governing Licensee's use, sale or rental of the Software with respect

Page 2 of 15 Confidential

to the Phones;

(d) inform US/INTELICOM immediately if any third party claims any infringement on any of US/INTELICOM's proprietary rights or interest by the use of the Software; and

(e) refrain from modifying, translating, reproducing, reverse engineering, disseminating, distributing or determining the source code of the Software or any enhancements or modifications thereto except as provided in this Agreement. However, Licensee shall be permitted to disseminate and distribute the Software to its agents, employees and independent contractors solely in connection with the sale and/or lease of the Phones by Licensee.

5. Assignment.

Licensee's rights and interest under this Agreement shall not be subject to assignment or transfer in any manner whatsoever without the prior express written consent of US/INTELICOM, which shall not be unreasonably withheld, and which consent shall be granted if the within license is conveyed in connection with Licensee's sale of substantially all of its assets. If Licensee is a corporation, partnership or limited liability company, the transfer (in one or more transactions) of equity interests in Licensee which possess a majority of the voting power in Licensee shall not constitute an assignment for the purposes of this Agreement.

6. Representations and Warranties.

(a) Licensee warrants, represents and agrees that:

(i) it has the authority to enter into and to consummate the transactions contemplated hereby, and the Licensee is not under any restriction or obligation which will impair its full performance under this Agreement;

(ii) neither the execution of this Agreement nor the performance of the obligations of the Licensee require the consent, waiver or approval of any party, or create a breach of, violate or conflict with any contract, agreement or other instrument or any judgement or order to which the Licensee is a party or otherwise subject; and

(iii) this Agreement, when duly executed, will constitute the legal, valid and binding obligation of the Licensee in accordance with the terms of this Agreement.

Page 3 of 15 Confidential

(b) US/INTELICOM warrants, represents and agrees that:

(i) the Software, all upgrades and versions now existing or hereafter developed and all rights thereto are owned by US/INTELICOM and are free and clear of any and all security interests and other liens and encumbrances;

(ii) it has the authority to enter into and to consummate the transactions contemplated hereby, and US/INTELICOM is not under any restriction or obligation which will impair its full performance under this Agreement;

(iii) the Software and its use by Licensee pursuant to this Agreement do not violate the copyright, patent, trade secret or other proprietary rights of any third party;

(iv) neither the execution of this Agreement nor the performance of the obligations of US/INTELICOM require the consent, waiver or approval of any party, or create a breach of, violate or conflict with any contract, agreement or other instrument or any judgment or order to which US/INTELICOM is a party or otherwise subject; and

(v) this Agreement, when duly executed, will constitute the legal, valid and binding obligation of US/INTELICOM in accordance with the terms of this Agreement.

(c) In addition, US/INTELICOM warrants that the Software is free of defects in material and workmanship and the Software will operate correctly and for the purpose intended on the Phones for a period of twelve
(12) months of normal use from the date of delivery to Licensee's customers of the Software on any Phone.
EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY BY US/INTELICOM, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Termination.

(a) US/INTELICOM shall have the right to terminate this Agreement immediately upon written notice to Licensee in the event of any one or more of the following:

(i) Licensee does not sell or lease a minimum of five thousand

Page 4 of 15 Confidential

(5,000) Phones containing the Software in any twelve (12) month period following the sale or lease of the 100,000 Phones containing the Software as described in Addendum B, Prepayment of License Fees.

(ii) the breach by Licensee of any other term, covenant or condition of this Agreement in the event that Licensee fails to cure such breach within (30) days after receipt of written notice from US/INTELICOM specifying such breach; or

(iii) If there is a final adjudication that Licensee has materially failed to comply with any statute, requirement, rule, regulation, order or decree, of any federal, state, municipal or other governmental authority relating to the marketing, sale or lease of prepaid cellular telephones.

(b) Upon any termination of this Agreement or the expiry of the term of this Agreement, Licensee shall immediately cease to use any and all versions, components and aspects of the Software, and shall immediately return to US/INTELICOM all tangible and electronic representations or reproductions in Licensee's possession or which Licensee has received or acquired, provided, however, that Licensee shall be permitted to (1) sell any Phones in its possession or on order based on Purchase Orders issued at the time of such termination, unless such sale would violate any applicable law, regulation or court order and (2) provide continued support of Phones previously sold by Licensee under this Agreement.

(c) In the event of termination hereunder, any unused portion of the Prepayment of License Fees described in Addendum B shall be payable to Licensee. In such event, the parties shall retain all such rights and remedies as provided by law.

8. Relationship of Parties and Indemnification.

(a) Licensee is not, and shall not represent or hold itself out as, an agent, legal representative, joint venturer, partner, employee or servant of US/INTELICOM for any purpose whatsoever. Licensee is an independent contractor and is not authorized to make any contract, agreement, commitment, warranty or representation on behalf of US/INTELICOM, or to create any obligation, express or implied, on behalf of US/INTELICOM. Licensee hereby agrees to indemnify and hold harmless US/INTELICOM from and against any loss, claims, demands, actions, causes of action, costs and expenses, including without limitation all reasonable attorney's fees, expenses of

Page 5 of 1 Confidential

litigation, court costs and damages, arising from or incurred in connection with either a breach by Licensee of any term, condition, warranty, or covenant set forth in this Agreement or the performance, or failure to perform, services to any customer of Licensee or US/INTELICOM, or the collection of fees for services rendered by Licensee.

(b) US/INTELICOM hereby agrees to indemnify and hold harmless Licensee from and against any loss, costs, claims or judgments, including without limitation attorney's fees and costs, incurred by Licensee as a result of any third party claiming infringement on the Software, or US/INTELICOM's breach of the License or express warranty.

(c) Additional Terms and Conditions

US/INTELICOM and Licensee agree to the terms and conditions, if any, described in the attached Addendum B, which is hereby included within and made an integral part of this agreement.

9. Covenants Against Disclosure of Trade Secrets and Confidential Information.

(a) Licensee and US/INTELICOM acknowledge that in the course of this license, they will become acquainted with each other's proprietary and confidential information concerning the Software and the Business, including "Trade Secrets" and "Confidential Information", as defined below. Both parties further acknowledge that they each expend substantial resources in time and money in the development of their software, marketing, sales strategies, programs, and in developing relationships with customers.

(b) As used herein, the term "Trade Secrets" shall mean any and all information of either party, including without limitation, the Software, and other technical and non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, which (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. "Trade Secrets" excludes however, information in the public domain or readily ascertainable from third parties.

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(c) As used herein, the term "Confidential Information" shall mean proprietary and confidential information or data, other than Trade Secrets, which is valuable to, and related to the Software and the Business and the details of which are generally unknown to the competitors of either party. Confidential Information shall include the following information, without limitation, to the extent such information is not already included in the definition of Trade Secrets either at the time of the execution of this Agreement or any time thereafter: (i) confidential financial, business, marketing programs, strategies, and services of either party; and (ii) such other materials and items as the parties may designate, mark or otherwise identify as confidential from time to time. Any such information shall cease to be Confidential Information for the purposes of this Agreement at such time as that specific information becomes generally known to the public unless such disclosure is in violation of this Agreement or another agreement of a similar purpose between US/INTELICOM or Licensee and any third party.

(d) Licensee and US/INTELICOM hereby covenant and agree that they shall not at any time, directly or indirectly, misappropriate, take, use, divulge or disclose any of the Trade Secrets of the other party to any person, company, firm or entity for so long as an item which is a Trade Secret remains a trade secret under applicable law.

(e) Licensee and US/INTELICOM hereby covenant and agree that during the tem of this Agreement and for a period of thirty-six (36) months after the termination of this engagement for any reason, they shall not misappropriate, take, use, divulge or disclose any of the Confidential Information of the other party.

(f) Licensee and US/INTELICOM further covenant and agree that all the Trade Secrets and Confidential Information owned by each party shall remain the property of that party and that, upon any termination of this Agreement for any reason, each party shall immediately return to the other party any tangible or electronic representations or reproductions of any Trade Secret or Confidential Information in their possession or which they have received or acquired.

(g) Licensee and US/INTELICOM acknowledge the confidential status of the Trade Secrets and the Confidential Information.

11. Enforcement.

(a) Licensee and US/INTELICOM acknowledge and agree that
(i) the foregoing covenants set forth in Section 10 above are an essential part

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of this Agreement; (ii) the terms of the covenants are reasonable; (iii) any breach of a covenant would result in immediate and irreparable harm to the other party; and (iv) such damages would be difficult to ascertain and would not be entirely measurable in money damages. Therefore, Licensee and US/INTELICOM agree that, in the event of a breach or threatened breach of a covenant, either party shall be entitled to an injunction or other equitable relief to restrain any breach or threatened breach of a covenant, in addition to the right of either party to an award of damages or other relief that the parties may have under the law, including without limitation reasonable attorney's fees and expenses incurred by the other party in enforcing any claim hereunder, regardless of any claim that either party may have or assert against the other party.

(b) Licensee and US/INTELICOM agree that the covenants and agreements contained in this Agreement are separate, severable and independent of each other, as each term and condition is based on viable and independent consideration and is of great importance to each party and should be enforceable as if each were made the subject of a separate agreement between US/INTELICOM and Licensee. Therefore, should any court of competent jurisdiction declare any covenant or provision of this Agreement invalid or unenforceable for any reason, the remaining covenant and other terms this Agreement shall continue in full force and effect as if this Agreement had been executed initially without the covenant or provision.

12. Force Majeure.

If the performance of all or any part of this Agreement by US/INTELICOM or the Licensee is prevented or delayed by acts of civil or military authority, flood, fire, epidemic, war or riot, which cannot be averted or overcome by diligence (hereinafter referred to as a "Force Majeure Event"), the party affected shall be excused from such performance, to the extent that party is necessarily prevented or delayed thereby, only during the continuance of any such Force Majeure Event; provided, however, that if such delay in performance extends for more than thirty (30) days, the other party, at its discretion, upon giving written notice, may terminate this Agreement.

13. Miscellaneous.

(a) This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(b) This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. No revision, modification or change in this Agreement whatsoever

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shall be claimed or become valid unless the same is in writing and executed by the parties.

(c) The failure of a party to insist, in one or more instances, on the performance by the other in strict compliance with the terms and conditions of this Agreement, shall not be deemed to be a waiver or relinquishment of any right granted hereunder or of any term or condition of this Agreement unless such waiver is in writing and executed by the parties.

(d) Any notice or other communication required or permitted hereunder shall be in writing and delivered personally or by registered mail, return receipt requested, with sufficient postage, to the best available address of the party to be notified, and shall be deemed to be effective on the earlier of actual receipt of four (4) days after postmarking by the U.S. Postal Service.

(e) The obligations of the parties created by the provisions of this Agreement shall survive any termination of this Agreement.

(f) The headings or captions used in this Agreement are inserted for convenience or reference purposes only and shall neither constitute a part hereof nor effect the interpretation of any provision of this Agreement.

(g) This Agreement is for the benefit of only the parties hereto and no person, firm or entity that is not a party to this Agreement shall have any rights or claims under or by virtue of this Agreement.

(h) As used herein, the singular shall include the plural and the neuter gender shall include the masculine or the feminine as the context requires.

(i) In the event of adjudication, this Agreement shall be governed by the laws of the State of the Plaintiff.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed, on the date first set forth above.

              US/INTELICOM                            Licensee

by: /s/ Michael A. Sauter                     by:
    -------------------------------               ------------------------------


    Michael A. Sauter
    -------------------------------               ------------------------------
    Print Name                                    Print Name

    President
    -------------------------------               ------------------------------
    Title                                         Title

4-7-98
-----------------------------------           ----------------------------------
Date                                          Date

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ADDENDUM A

FEES

SOFTWARE LICENSE FEE

Licensee agrees to pay to US/INTELICOM a software license fee of twelve ($12.00) per Phone on which the Software is loaded, and sold or leased by Licensee.

PIN UPDATE FEE

The "PIN update" method of adding additional prepaid cellular airtime to a Phone involves entering a unique 10 or 12 digit number directly into the Phone via the keypad. Such PINs can be divided into two separate types:

a) Mass Production PINs - Licensee creates collections of PINs as part of a mass PIN production process. As a rule, such PINs are then packaged, distributed and sold via a variety of retail channels.

b) On-demand PINs - Licensee creates individual PINs on an ad hoc basis that are then supplied to the customer over the telephone. Licensee may create and supply as many on-demand PINs as indicated.

Licensee agrees to also pay to US/INTELICOM a fee of two dollars ($2.00) per PIN code generated for use in adding additional units of airtime to Licensee's Phones. Mass Production PINs are restricted to a maximum of 120 units each.

REAL TIME PREPAID FEE

The "Real Time PrePaid (RTPP)" method of adding additional prepaid cellular airtime to a Phone does NOT require the use of a PIN code. Under this method, the Phone will automatically place a call to Licensee's computer system and request Licensee's permission to add a specified amount of airtime to the Phone. Licensee's computer system will either approve or deny this request.

Licencee agrees to pay to US/INTELICOM an ongoing fee of two dollars ($2.00) per Real Time PrePaid (RTPP) addition of units of airtime to Licensee's Phones.

PROMOTIONAL DISCOUNTS

US/INTELICOM agrees to offer a promotional discount of its fees for certain of Licensee's Phones.

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- To be eligible for this promotional discount, a Phone must "qualify" by being sold or leased by Licensee to a customer directly acquired by Licensee in the normal course of Licensee's telemarketing, direct marketing and telesales business.

- Any Phone sold or leased by Licensee that uses a Mass Production PIN in adding additional units or airtime usage will not qualify for promotional discount.

- Promotional discounts shall be used to offset all license fees due hereunder.

US/INTELICOM agrees to the following promotional discounts:

1. Nine dollars ($9.00) to be applied against its Software License fee for each qualified Uniden PCD2000 and each qualified Kodenshi T-100 Phone containing the Software sold or leased by Licensee.

2. Seven dollars ($7.00) to be applied against its Software License fee for any other qualified prepaid Phone sold or leased by Licensee.

3. Two dollars ($2.00) to be applied against each Real Time PrePaid (RTPP) fee incurred by Licensee in adding additional airtime to qualified Phones of Licensee.

4. Two dollars ($2.00) to be applied against each PIN Update fee incurred by Licensee in adding additional airtime to qualified Phones of Licensee via On-demand PINs.

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ADDENDUM B

OTHER TERMS AND CONDITIONS

CONFIDENTIALITY

Licensee understands and agrees that the unauthorized disclosure of certain details contained within this License Agreement could cause irreparable harm to US/INTELICOM. Licensee therefore agrees to treat this License Agreement as confidential and will not disclose any details of this License Agreement to any third party without the expressed written permission of US/INTELICOM, except that Licensee shall be free to make such disclosures as is necessary to fulfill legal obligations.

SOFTWARE SOURCE NON-DISCLOSURE

Licensee and US/INTELICOM agree to treat as confidential and not disclose the fact that Licensee is acquiring its prepaid Software from US/INTELICOM, except that Licensee shall be free to make such disclosures as is necessary to fulfill legal obligations. US/INTELICOM may, however, request from Licensee a disclosure of relevant facts and opinions to specified individuals and/or organizations in order to assist US/INTELICOM's sales and marketing efforts. Such a request for disclosure may be declined by Licensee if it feels there is a reasonable chance that such disclosure would have a materially negative impact on its own sales and marketing effort. Unless specifically authorized in writing, Licensee agrees not to use the US/INTELICOM name, logo or other identification of US/INTELICOM in any of its sales, marketing, promotional, product, or technical information, whether printed, verbal, or provided via any other media.

COMPUTING FACILITIES

US/INTELICOM agrees to install certain computer programs relating to the support of its prepaid cellular Software onto computer systems by Licensee. Licensee acknowledges that it has requested such programs be installed on Licensee's computer systems, and Licensee agrees to bear all costs associated with providing and maintaining these systems subject to Licensee's prior written approval and authorization for such systems. Licensee agrees to provide US/INTELICOM with continuous and appropriate Internet access to such systems for billing, monitoring, updating, and other purposes. Licensee agrees to compensate US/INTELICOM for any out-of-pocket expenses incurred in supporting Licensee's systems, including any related travel and accommodation expenses.

PAYMENT TERMS

Licensee agrees to remit payment to US/INTELICOM for all fees and other charges described

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herein within fifteen (15) days following initial receipt of invoices detailing such fees and other charges, subject to offsets for promotional discounts that Licensee is entitled to receive hereunder.

PREPAYMENT OF LICENSE FEES

Licensee agrees to remit to US/INTELICOM a nonrefundable prepayment of Software License fees within three (3) business days following the date of execution of this Agreement. The amount of this prepayment is agreed to be three hundred thousand dollars ($300,000.00), which sum shall offset and be applied against any License fees, less any applicable promotional discounts, otherwise due from Licensee hereunder.

PURCHASE OF CELLULAR TELEPHONES

In the event that Licensee enters into a business arrangement in which it acquires the right to purchase cellular telephones and other cellular accessories, US/INTELICOM shall have the right to acquire such equipment, either directly or for another business entity not engaged in direct response marketing, under the same pricing and terms as Licensee, subject to availability and vendor approval. It is explicitly understood and agreed that the price for such equipment will be the lowest price available under Licensee's arrangement and will be net of any and all discounts, rebates and other incentives.

CONVERSIONS OF PREPAID SOFTWARE

In the event that Licensee shall request that US/INTELICOM convert its prepaid cellular software so that the application can be made available on a specified cellular phone, US/INTELICOM agrees to use its best reasonable efforts to effect such a conversion in a mutually acceptable timeframe. Licensee understands and agrees that US/INTELICOM shall have the right to reject a software conversion request from Licensee in the event that US/INTELICOM determines that the specified cellular phone does not adequately meet the minimum technical and operational standards determined by US/INTELICOM. Licensee agrees to reimburse US/INTELICOM for the actual cost of any such conversion request received from Licensee, based upon a cost schedule approved by Licensee.

RESTRICTIVE COVENANT

US/INTELICOM agrees not to compete with Licensee by engaging in the sale of prepaid cellular phones directly to end-user customers through direct response marketing for as long as this Agreement is active.

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MAINTENANCE AND SUPPORT

Licensee acknowledges and agrees that it is both desirable and necessary for US/INTELICOM to provide ongoing professional services to Licensee for installation assistance, operational support and continued maintenance of software installed and running on computer hardware and cellular telephones controlled and/or sold by Licensee.

US/INTELICOM agrees to provide reasonable support and maintenance services to Licensee under a Full Time Equivalent ("FTE") arrangement. US/INTELICOM agrees to initially provide Licensee with one (1) FTE of appropriate professional services. A Full Time Equivalent is any combination of support and maintenance time provided by Licensee by US/INTELICOM personnel. Any FTE is limited to one hundred and sixty-seven (167) hours of professional time per month.

Licensee agrees to pay to US/INTELICOM a monthly fee of ten thousand dollars ($10,000.00) per FTE of maintenance and support (the "FTE fee"). Licensee also agrees to reimburse US/INTELICOM for all out-of-pocket expenses incurred in providing support and maintenance services.

This monthly maintenance and support arrangement will have an initial term of six (6) months. The arrangement will then automatically renew for an additional twelve (12) months at the above rates and conditions unless written notification to US/INTELICOM of Licensee's intent to cancel the arrangement is received no later than September 1, 1998. Unless Licensee elects to cancel this arrangement at the end of the first six months, the "initial term" of the arrangement will be through September 30, 1999.

Following the initial term, this arrangement will automatically renew for an additional twelve (12) months ("subsequent renewals") beginning each September 1st (the "renewal date") unless written notification to US/INTELICOM of Licensee's intent to cancel the arrangement is received no later than sixty (60) days prior to the renewal date. Each subsequent renewal will include an annual ten percent (10%) increase in the monthly FTE fee.

Licensee may elect to increase the number of FTEs available for the support and maintenance of Licensee's business by sending a written request to US/INTELICOM. US/INTELICOM agrees to utilize its best reasonable efforts to provide such additional FTEs upon such terms as the parties agree at that time.

EXHIBIT 10.29.1

LICENSE AGREEMENT

LICENSE AGREEMENT (this "Agreement"), dated as of December 11, 1998 and effective as of August 28, 1999, by and between Quintelcomm, Inc., a Delaware corporation ("Quintel" or "Licensee"), and {Confidential portion omitted and filed separately with the Commission}. Licensee and Licensor are sometimes referred to individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Licensor owns certain rights in the Licensed Property (as defined below) and Licensee desires to obtain and use a license for the use of the Licensed Property in the Territory (as defined below); and

WHEREAS, the businesses of each of the Licensor and Licensee will benefit from the use of the license granted to Licensee pursuant to this Agreement.

NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements contained herein, intending to be legally bound hereby, the Parties agree as follows:

I. License.

a. Grant. Licensor hereby grants to Licensee and Licensee accepts, a license to use the Licensed Property (the "License"), during the period commencing on the date hereof and ending on December 31, 2047 (the "Term") within the Territory. Such uses shall include, without limitation, referencing any of the names, logos, or other items included within the Licensed Property in connection with marketing, advertising, publicity, promotion and sale of products for services by the Licensee or its Affiliates (as defined below) for itself or as a marketing agent for other third parties (the "Covered Products"). Nothing herein contained shall be construed as an assignment or grant to Licensee of any right, title, or interest in or to the Licensed Property. All rights relating to the Licensed Property, except for the License, are reserved by Licensor.

i. For purposes of this Agreement, "Licensed Property" means any of the following, whether presently existing or hereafter created: (A) the marketing program developed by {Confidential portion omitted and filed separately with the Commission} under the name "Fly Free America"(TM) offering free airline travel in conjunction with hotel and other travel arrangements (the "Free Travel Concept"), (B) the materials setting forth the terms of the Travel Premium (as defined below) which incorporate the Trademark
(as defined below), as described in Section 3(a) (the "Fly Free Package"), (C) the registered and unregistered trade names, trademarks, service marks, copyrights, and rights under or related to copyrights of Licensor which relate to the

business of the Licensor related to the Free Travel Concept and the Fly Free Package listed on Schedule 1(a) hereto (the "Trademark"); and (F) all common law and other rights to the Trademark which relate to the business of the Licensor related to the Free Travel Concept and the Fly Free Package. In addition, "Licensed Property" includes, without limitation, any derivations or variations of any of the foregoing.

ii. For purposes of this Agreement "Affiliate" means, with respect to any entity, (A) any entity directly or indirectly controlling, controlled by or under common control with such entity, or (B) any executive officer, director or member of such entity. For purposes of this definition, the terms "controls", "is controlled by" or "is under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a entity, whether through the ownership of voting securities, by contract or otherwise.

b. Territory. For purposes of this Agreement, "Territory" means the United States and Canada.

c. Exclusivity. Except as provided below, the License shall be non-exclusive. For purposes of this Agreement, "Fiscal Period" means the twelve month period from September 1 through August 31. The first Fiscal Period under this Agreement shall be the twelve month period commencing on September 1, 1998 through August 31, 1999 (the "Initial Period").

i. Initial Period. During the Initial Period, the Licensee shall have the exclusive right to use the Licensed Property in the marketing, advertising, publicity, promotions and sale of Telecommunications Products (as defined below) within the Territory (the "Exclusivity Right"). For purposes hereof, "Telecommunications Products" means long distance telecommunications service for purchasing such long distance service and excludes all other telecommunications services and products, including without limitation, local service, internet telephone service, voice mail, cellular telephone service (both analog and digital) and calling cards for purchasing such other products and services.

ii. Extended and Subsequent Periods. For purposes of this Agreement, the "License Payment Formula" means the product of (1) the difference between the Package Fee (as defined below) received by Licensor and {Confidential portion omitted and filed separately with the Commission}, and (2) the number of Fly Free Packages requested, received and paid for by Licensee. The License Payment Formula shall be calculated separately for each applicable Package Fee.

(a) If at the end of the Initial Period, the License Fee together with the aggregate amount of the License Payment Formula exceeds {Confidential portion omitted and filed separately with the Commission}, then the

Exclusivity Right shall be automatically extended for the immediately following Fiscal Year (the "Extended Period").

(b) If the Exclusivity Right has been extended through the Extended Period, then at the end of each subsequent Fiscal Year, the Exclusivity Right shall be automatically extended for the immediately following Fiscal Year (a "Subsequent Period") provided that the aggregate amount of the License Payment Formula is not less than the aggregate amount of the License Payment Formula for the immediately preceding Fiscal Year.

(c) For purposes of this Agreement, "Exclusivity Period" means the Initial Period and, as extended, the Extended Period and any Subsequent Period.

iii. Adjustments. In the event that the Exclusivity Period is extended through the second anniversary of the date hereof, then the Package Fee shall be adjusted proportionately with respect to any increase or decrease of Licensee's pricing arrangements with providers of Telecommunications Products; provided, however, in no event shall the Package Fee be less than {Confidential portion omitted and filed separately with the Commission}.

2. Fees.

a. License Fee. On or prior to the execution of this Agreement, Licensee shall pay to the Licensor an initial license fee of {Confidential portion omitted and filed separately with the Commission} (the "License Fee"). Licensor shall pay the License Fee as follows: (i) {Confidential portion omitted and filed separately with the Commission} by check or wire transfer of immediately available funds to an account or accounts designated by the Licensor in a written notice delivered to Licensee, and (ii) {Confidential portion omitted and filed separately with the Commission} (such amount, the "Escrow Amount") by check or wire transfer of immediately available funds, delivered to Swidler Berlin Shereff Friedman, LLP (the "Escrow Agent"). The Escrow Amount is to be held in an escrow account (the "Escrow Account") in accordance with the terms of an escrow agreement among Licensor, Licensee and the Escrow Agent (the "Escrow Agreement") in the form attached hereto as Exhibit
A.

b. Package Fee. The Licensee shall pay to the Licensor the following fees for each Fly Free Package requested by and provided to Licensee throughout the Term (the "Package Fee"):

Aggregate Number of Fly Free Packages Price Per Fly Free Package

{Confidential portion omitted and filed separately with the Commission}

Licensee shall pay the Package Fee to Licensor within thirty (30) days after delivery of the Fly Free Packages requested by Licensee from Licensor.

c. Sample Fee. From time to time, Licensee may request, and Licensor shall provide to Licensee, Fly Free Packages which contain inactive travel vouchers ("Sample Packages") for use by Licensee in marketing and promoting the Free Travel Concept and the Fly Free Package. Licensee shall not cause, assist, encourage, or permit any other party to cause, assist or encourage the activation of the inactive travel vouchers contained within the Sample Packages. In addition to the fees described above, Licensee shall pay Licensor {Confidential portion omitted and filed separately with the Commission} for each Sample Package provided to Licensee within thirty (30) days after delivery of the Sample Packages requested by Licensee from Licensor.

d. Kiosk Fee. The Licensee shall pay Licensor a fee of {Confidential portion omitted and filed separately with the Commission} for each customer that has been pic'd and for which the service provider of Telecommunications Products has compensated the Licensee.

3. Obligations of Licensor. Licensor shall be responsible for the following:

a. Travel Premiums. For purposes of this Agreement, "Travel Premiums" mean an offer of free airline travel with paid hotel and other travel arrangements made to potential customers of Licensee for products or services as an inducement to purchase or subscribe for a particular product or service. Licensor shall furnish to the Licensee, for distribution to the recipients of Travel Premiums, complete, ready to mail travel packages containing materials setting forth the terms of the Travel Premium which incorporate the Trademark (which travel packages are substantially similar to all other travel packages provided by Licensor to its other customers at such time) and which travel packages will be in a form ready for transmittal to the Travel Premium customers. It is expressly acknowledged by the Parties that a substantial portion of the total price of such travel packages are set annually by participating hotels, who generally increase the cost each year, but it is agreed that rate charged to customers of Licensee will not be greater than the "rack rate."

b. Fly Free Packages. Upon reasonable request by Licensee in writing, Licensor shall deliver requested Fly Free Packages and Sample Packages to Licensee within ten (10) business days following such request.

c. Customer Service. In accordance with the terms and conditions and general information sections of the Travel Premiums, Licensor shall provide the following services to those customers who accept the Travel Premium incorporated in a travel package and/or any upsell premium provided by Licensor or {Confidential portion omitted and filed separately with the Commission}:

i. making all necessary arrangements with the air, hotel and other providers of travel accommodations and services constituting part of a travel package offered as a Travel Premium;

ii. addressing any customer complaints or inquiries regarding the arrangements constituting part of the Travel Premium, travel package or such upsell premium.

4. Additional Agreements.

a. Continued Development. Licensee may, and Licensor agrees to cooperate with Licensee to, develop new opportunities for the use of Travel Premiums incorporating the Free Travel Concept and the Trademark in the marketing of Telecommunications Products; provided, however, that any use of such developments shall be subject to the prior written approval of Licensor which shall not be unreasonably withheld or delayed.

b. Credit Card Transactions. The transactions described in this paragraph are referred to as the "Credit Card Transactions." With the approval of the issuing bank or credit card company, Licensor shall attempt to arrange for Licensee to be granted the right to market credit cards ("Licensee Credit Cards") to the extent Licensor or its Affiliates may have such rights. Licensee shall market Licensee Credit Cards as an upsell premium (other than a Travel Premium) as an inducement to purchase or subscribe for a Telecommunication Product (a "Upsell Premium"), with the Travel Premium provided by or developed with Licensor, or to the extent permitted, market the credit card as a default choice in marketing Telecommunications Products, subject in each instance to the consent of the issuing bank or credit card company.

i. Credit Card Fees. Licensor shall pay to Licensee sixty percent (60%) of the fees which it received from the issuing bank or credit card company with respect to each Activated Customer obtained by Licensee pursuant to the terms contained in Section 4b (the "Credit Card Fee"). For purposes of this Agreement, an "Activated Customer" means a customer who activates a Licensee Credit Card and uses such card to make one purchase or such other amount as required by the issuer of such credit card. Licensor shall pay all Credit Card Fees to Licensee within thirty (30) days after the receipt by Licensor of the applicable payment which the issuing bank or credit card company is obligated to make to Licensor pursuant to the relevant credit card customer acquisition programs.

c. Customer Databases. Licensor shall rent to the Licensee all customer databases owned or controlled by Licensor (and Licensor shall use its reasonable efforts to cause Triad's customer database to be rented to Licensee) (the "Database") for Licensee's non-exclusive use in the marketing of Telecommunications Products using the Licensed Property during the Term. Licensor shall provide Licensee with regular updates of the Database from time to time during the Term not less than monthly. The Database shall revert to the exclusive control of the Licensor upon the expiration or earlier termination of this Agreement. Nothing herein contained shall be construed as an assignment or grant to Licensee of any right, title, or interest in or to the Database. All rights relating to the Database are reserved by Licensor.

i. Database Fee. Licensor has provided access to the Database to Licensee. From the date of this Agreement, Licensee shall pay a monthly fee to Licensor of {Confidential portion omitted and filed separately with the Commission} per each monthly update (the "Update") of {Confidential portion omitted and filed separately with the Commission} customer names from the Database (the "Database Fee"). The Database Fee shall be reduced by (A) then applicable brokerage fee (which fee is currently {Confidential portion omitted and filed separately with the Commission}, and (B) the product of {Confidential portion omitted and filed separately with the Commission} and the number of sales generated from customers listed in the Database that remain active customer of the applicable provider of Telecommunications Products for more than sixty (60) days and receive the Fly Free Package.

ii. Rights of Priority. Licensor shall not provide the Update to any other marketer of Telecommunications Products, until the date which is two (2) weeks after the delivery of the Update by Licensor to Licensee.

d. Customer Upsells. Any upsell premium provided by Licensor or Triad to Licensee shall be on terms no less favorable than are offered by Licensor or Triad, as the case may be, to any third party.

e. Licensor's Kiosks. Subject to the provisions of Section
2d., Licensor shall distribute promotional materials prepared by the Licensee concerning the Licensee's Telecommunications Products using the Licensed Property at any shopping mall kiosks operated by Licensor or its Affiliates. The form and content of the materials would be determined by Licensee, subject to Licensor's approval, which will not be unreasonably withheld or delayed.

5. Audit Rights. With respect to Licensee's transactions related to its use of the License, Licensee shall, and with respect to Licensor's record of all transactions related to the Credit Card Transactions, Licensor shall, maintain full, true and accurate books and records, in accordance with generally accepted accounting principles set forth in the opinions and pronouncements of the Financial Accounting Standards Board which are applicable in the United States, applied on a consistent basis to give a complete record

of all of such actions for the preceding three (3) Fiscal Years. Upon the request of either party (the "Requesting Party"), the other party (the "Producing Party") shall give access to the relevant books and records relating to the use of the License and the Credit Card Transactions, as the case may be, at reasonable times, during reasonable hours so long as the Requesting Party has requested such access at least forty-eight (48) hours in advance; provided that the Producing Party shall not be required to provide such access to the Requesting Party more than once in any Fiscal Year. A representative of the Requesting Party (including an independent certified public accountant retained by the Requesting Party for the purpose of verifying the accuracy of the reports supplied hereunder) shall have the right to inspect such books and records at the offices of the Producing Party. The Requesting Party shall pay for the cost of its representative; provided that if such inspection reveals that the Producing Party has inaccurately stated amounts due hereunder, as the case may be, in an average amount of five percent (5%) or more over a six (6) month, then the Producing Party will pay or reimburse the Requesting Party for the entire cost of such inspection. The Producing Party agrees to pay the balance of any fee due together with the cost of the inspection, to the Requesting Party within ten (10) days after receipt by the Producing Party of written notice from the Requesting Party of any inaccurate statements.

6. Covenants.

a. Compliance with Laws. Each Party agrees to comply in all material respects with the provisions of applicable law, including without limitation, the notice provisions of the copyright and trademark law of the United States. Each Party agrees to place appropriate notice of any applicable trademark, service mark or copyright with respect to the Licensed Property. Licensee shall submit to Licensor and its counsel a sample of all uses of the Licensed Property for its approval to ensure compliance in all material respects with the provisions of applicable law, prior to any such use of the Licensed Property.

b. Ownership and Goodwill. Each Party recognizes the value of the good will associated with the Licensed Property and acknowledges that all rights based upon or derived from the Licensed Property, including all rights therein and good will pertaining thereto, belong to Licensor, subject to the License, and that the Licensed Property has a secondary meaning in the mind of the public associated with Licensor and, as used subject to the License, with Licensee. Each Party agrees that it will not, during the Term, do or permit to be done any act that will invalidate, attack or affect in any manner whatsoever Licensor's rights based upon or derived from the Licensed Property as well as the goodwill associated therewith.

c. Quality. Each Party agrees that it shall use, and shall authorize the use of, the Licensed Property, with such style, appearance and quality as to be adequate and suited for exploitation to the best advantage and to the protection and enhancement of the Licensed Property and the good will pertaining thereto, and that such uses shall in

no manner reflect adversely upon the Licensed Property. Licensee shall submit to Licensor a sample of all uses of the Licensed Property for its approval of the design and quality of such use of the Licensed Property prior to any such use of the Licensed Property. Such approval shall not be unreasonably withheld or delayed, conditioned or delayed and shall be (i) deemed given, and the submission of a sample shall not be required, if the uses of the Licensed Property by the Licensee are the same as or substantially similar to uses previously approved by the Licensor, or (ii) evidenced by written notice executed by Licensor. Licensor's failure to approve or disapprove any such sample by written notice within ten (10) business days of receipt of such sample shall be deemed approval of such sample.

d. Advertising and Promotion. Each Party agrees that it shall not engage, participate or otherwise become involved in any activity or course of action including, without limitation, advertising and promotion, that diminishes and/or tarnishes the image and/or reputation of the Licensed Property.

e. Cooperation. Each Party agrees to cooperate with the other in obtaining and enforcing copyright, service mark, trade name, trade dress and trademark protection for the Licensed Property, including without limitation, in connection with suits and claims for infringement of the Licensed Property.

f. Confidentiality. During the term of this Agreement, both Parties may be exposed to certain information of the other Party which is the confidential as well as other proprietary information and not generally known to the public (herein "Confidential Information"). Both Parties will either mark their materials as Confidential Information or notify the other Party, in writing, that written or oral information is Confidential Information. Both Parties agree that during and after the term of this Agreement they will not use or disclose to any third party any of the other Party's Confidential Information for purposes other than set forth in this Agreement without the prior written consent of the other Party. Both Parties hereby consent to the disclosure of their Confidential Information to the employees of the other Party as is reasonably necessary in order to allow each Party to perform under this Agreement and to obtain the benefits hereof, subject to obtaining written confidentiality agreements from said employees, which are at least as protective as this Agreement. This paragraph shall not apply to information after such information is made generally known to the public through no breach of this Agreement.

g. Non-Competition. Licensee agrees that during the Term and for the twelve month period immediately following the date of expiration or termination of this Agreement, Licensee shall not use Travel premiums incorporating the Free Travel Concept, or a substantially similar travel offer, in connection with marketing, advertising, publicity, promotion and sale of products for services by the Licensee or its Affiliates for itself or as a marketing agent for other third parties without the express written consent of Licensor.

7. Protection of the Licensed Property.

a. Enforcement of Licensed Property Rights. Each Party agrees to assist the other in protecting the intellectual property rights with respect to the Licensed Property as follows:

i. Registration. Licensor shall seek to obtain and maintain a registration from the United States Patent and Trademark Office, the United States Register of Copyrights, or appropriate state agencies within the United States with respect to uses of the Licensed Property by either the Licensee or Licensor or any modifications thereto or derivations thereof (the "Registrations") and shall renew all such registrations, as required, maintain notices of allowance and otherwise take all appropriate action relating to the Registrations, including, without limitation, the filing of Statements of Use, Requests for Extensions of Time to File Statements of Use, Affidavits of Use and Affidavits of Incontestability. Licensor shall bear the cost of obtaining and maintaining such Registration.

ii. Infringement. Licensor may commence or prosecute any claims or suits with respect to any infringements or possible infringement of the Licensed Property in its own name. If Licensor elects to prosecute any such claim or suit, Licensor shall bear all costs and expenses, including legal fees, incurred in connection with any such suits and Licensee shall not institute any suit or take any action on account of any infringements or possible infringements of the Licensed Property without first notifying and consulting with Licensor. If Licensor elects not to prosecute any such claim or suit within ten (10) days after the receipt of written notice of Licensee requesting it to do so, then Licensee shall have the right to prosecute any such infringement or possible infringement. If Licensee elects to do so, costs and expenses, including legal fees, incurred in connection with any such suits shall be borne by Licensee (subject to Section 8, to the extent applicable). If either Party institutes a suit for infringement pursuant to this Agreement, the other Party shall have the right to participate and represent its interest through other counsel of its own choosing and at its cost and expense, including legal fees, incurred in connection with such participation.

iii. Remedies. In the event that either Party obtains any recovery as a result of any claims or suits commenced, prosecuted or settled, the allocation of such recovery (net of the cost and expenses, including legal fees, reasonably incurred in connection with any such suit or claim) shall be allocated as follows: (A) in the event that either Party bears all costs and expenses, including legal fees, incurred in connection with any such claims or suit, such Party shall receive one hundred percent (100%) of any such recovery, or (B) in the event that the Licensor and Licensee each bear a portion of the costs and expenses, including legal fees, incurred in connection with any such claims or suits, then such recovery shall be allocated between the Licensor and Licensee in proportion to costs and expenses so incurred; provided, however, that in no event shall Licensor receive less than fifty percent (50%) of any such recovery.

b. Notice of Infringement. Each Party agrees to notify the other promptly in writing of any adverse use of the Licensed Property or other designation similar to the Licensed Property of which such Party is or becomes aware.

8. Indemnification, Insurance Coverage.

a. Indemnification; Insurance Coverage. Licensor shall indemnify and hold harmless Licensee, its subsidiaries, sublicensees and their respective officers, directors and employees from and against any and all damages, costs and expenses (including reasonable attorney's fees) incurred by any of them arising out of or in connection with (1) any breach by Licensor or any of its officers, directors or employees (the "Licensor Affiliates") of the representations and warranties in this Agreement, and (ii) any breach of any covenant or agreement of the Licensor or the Licensor Affiliates with the Licensee contained in this Agreement. The Parties acknowledge that Triad may be sold, recapitalized, or enter into an extraordinary transaction, and upon the consummation of any such transaction, all obligations of Triad, and of Licensor with respect to Triad, shall be terminated without any liability to any Party and all references to Triad in this Agreement shall be null and void.

b. Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Licensor, its subsidiaries, sublicensees and their respective officers, directors and employees from and against any and all damages, costs and expenses (including reasonable attorney's fees) incurred by any of them arising out of or in connection with (i) any breach by Licensee or any of its officers, directors or employees (the "Licensee Affiliates") of the representations and warranties in this Agreement, and (ii) any breach of any covenant or agreement of the Licensee or the Licensee Affiliates with the Licensor contained in this Agreement, and (iii) any claim or cause of action by any third party arising out of or in connection with the sale or use of any Covered Products, including by any customer of Licensee.

c. Indemnification Procedure. An indemnified party shall provide written notice to each indemnifying party of any claim of such indemnified party for indemnification under this Agreement promptly after the date on which such indemnified party has actual knowledge of the existence of such claim. Such notice shall specify the nature of such claim in reasonable detail and the indemnifying parties shall be given reasonable access to any documents or properties within the control of the indemnified party as may be useful in the investigation of the basis for such claim. The failure to so notify the indemnifying parties shall not constitute a waiver of such claim but an indemnified party shall not be entitled to receive any indemnification with respect to any losses that occurred directly as a result of the failure of such indemnified party to give such notice.

i. In the event any indemnified party seeks indemnification hereunder based upon a claim asserted by a third party, the indemnifying parties shall have the right (without prejudice to the right of any indemnified party to participate at its expense through counsel of its own choosing) to defend or prosecute such claim at its expense and through counsel of its own choosing if it gives written notice of its intention to do so no later than twenty (20) days following notice thereof by an indemnified party or such shorter time period as required so that the interests of the indemnified party would not be materially prejudiced as a result of its failure to have received such notice; provided, however, that, if the indemnified party shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the indemnified party shall have the right to select separate counsel (but not more than one law firm together with local counsel, if necessary) to participate in the defense of such action on its behalf, at the expense of the indemnifying party. If the indemnifying party does not so choose to defend or prosecute any such claim asserted by a third party for which any indemnified party would be entitled to indemnification hereunder, then the indemnified party shall be entitled to recover from the indemnifying party, all of the reasonable attorney's fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of such claim. Notwithstanding the assumption of the defense of any claim by an indemnifying party pursuant to this paragraph, the indemnified party shall have the right to approve the terms of any settlement of a claim (which approval shall not be unreasonably delayed or withheld).

ii. The indemnifying party and the indemnified party shall cooperate in furnishing evidence and testimony and in any other manner which the other may reasonably request, and shall in all other respects have an obligation of good faith dealing, one to the other, so as not to unreasonably expose the other to undue risk of loss.

d. Limitation of Liability. Except as provided above, in no event shall either Party be liable to the other Party for any incidental, consequential, special, or punitive damages arising out of this Agreement or its termination, whether liability is asserted in contract, tort (including negligence or strict product liability) or otherwise, and irrespective of whether such Party has been advised of the possibility of any such loss or damage. Further, Licensor shall not be obligated to make any payment for indemnification under this Section 8 in excess of the aggregate amount of the License Fee, Package Fee and Sample Fee received by Licensor from Licensee.

9. Representations and Warranties of Licensee. Licensee hereby represents and warrants as follows:

a. Organization; Authority; Enforceability. Licensee is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Licensee, has been duly authorized by all necessary corporate action, and constitutes the legal, valid and binding obligation of Licensee enforceable in accordance with its terms.

b. No Conflict or Breach. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof, will not (i) constitute, with or without the giving of notice or passage of time, or both, a breach of any of the terms or provisions of, or a default under any agreement, indenture or other instrument to which Licensee is a party or by which it or any of its Property is bound,
(ii) cause, or give any person grounds to cause, with or without the giving of notice or passage of time, or both, the maturity of any material liability or obligation of Licensee to be accelerated, increased or otherwise affected, or
(iii) conflict with Licensee's Certificate of Incorporation, By-Laws, or any judgment, decree, order or award of any court, governmental body or arbitrator binding upon Licensee, or any law, rule, or regulation applicable to it.

c. Approvals. No consent, action, approval or authorization prescribed by any law, rule or regulation, or by any agreement to which Licensee is a party, is required in order to permit the consummation of the transactions contemplated by this Agreement.

d. No Legal Bar. Licensee is not prohibited by any order, writ, injunction or decree from consummating the transactions contemplated by this Agreement, and no action or proceeding is pending or, to the best of Licensee's knowledge, threatened against Licensee which questions the validity of this Agreement or any of the actions which the Parties have taken in connection herewith or which it is contemplated they shall take in connection herewith.

c. Finder. Licensee has taken no action and has not dealt with any person in any manner which will result in any liability to Licensor to pay any brokerage fees or commissions or finder's fees with respect to this Agreement or the transactions contemplated hereby.

10. Representations and Warranties of Licensor. Licensor represents and warrants as follows:

a. Organization and Authority. Licensor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Florida, and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Licensor, has been duly authorized by all necessary corporate action on the part of Licensor, and constitutes the legal, valid and binding obligation of Licensor, enforceable in accordance with their respective terms.

b. No Conflict or Breach. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not (i) constitute, with or without the giving of notice or passage of time, or both, a breach of any of the terms or provisions of, or a default under, any agreement, indenture or other instrument to which Licensor is a party or by which Licensor or any of its property is bound or conflict with the terms of any license granted to any other person, corporation or other entity, (ii) cause, or give any person grounds to cause, with or without the giving of notice or passage of time, or both, the maturity of any material liability or obligation of Licensor to be accelerated, increased or otherwise affected, or (iii) conflict with Licensor's Certificate of Incorporation or By-Laws, or any judgment, decree, order or award of any court, governmental body or arbitrator binding upon Licensor, or any law, rule or regulation applicable to Licensor.

c. Approvals. No consent, action, approval or authorization prescribed by any law, rule or regulation or any agreement to which Licensor is a party is required in order to permit the consummation of the transactions contemplated by this Agreement.

d. No Legal Bar. Licensor is not prohibited by any order, writ, injunction or decree from consummating the transactions contemplated by this Agreement, and no action or proceeding is pending or, to the best of Licensor's knowledge, threatened against either of them which questions the validity of this Agreement or any of the actions which the Parties have taken in connection herewith, or which it is contemplated they shall take in connection herewith.

e. Finder. Licensor has not taken any action or dealt with any person in any manner which will result in any liability to Licensee to pay any brokerage fees or commissions or finder's fees with respect to this Agreement or the transactions contemplated hereby or thereby.

f. Ownership. Licensor has all right, title, and interest in and to the Licensed Property as required for the non-infringing use of the Licensed Property. Schedule 1(a) is a complete and accurate list of all of the Licensed Property owned or used by the Licensor which relate to the business of the Licensor.

11. Termination; Obligations on Expiration or Termination.

a. Termination for Breach. In the event of a material breach of this Agreement, the non-breaching Party shall have the right to terminate this Agreement, upon forty-five (45) days written notice specifying the nature of the breach and provided that the breaching Party has not cured such breach within such forty-five (45) day period.

b. Rights and Obligations on Termination. Upon expiration or termination of this Agreement, Licensee shall cease use of the License, and any sublicense shall terminate; provided, however that the Licensee shall have a period of one hundred expiration or termination to use, on a non-exclusive basis, its remaining inventory of Fly Free Packages in connection with the marketing and sale of Covered Products (the "Sell-Off Period"). Upon the expiration of the Sell-Off Period, the Licensee shall cease to use the Fly Free Packages. In the event that this Agreement is terminated by the Licensee other than by reason of a default of this Agreement by Licensor, the Escrow Amount (if any) shall be immediately delivered to Licensor.

12. Arbitration. Except as provided in Section 13f, any and all disputes between the Parties arising out of or in connection with the negotiation, execution, interpretation, performance or nonperformance of this Agreement shall be solely and finally settled by arbitration before a panel of three (3) arbitrators, which shall be conducted in New York, New York or at such other location as the Parties may agree in writing. The arbitrator shall conduct the proceedings in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "Rules"). The arbitration proceeding shall be initiated in accordance with the Rules. The Parties hereby renounce all recourse to litigation and agree that any arbitration award shall be final and subject to no judicial review. The arbitration shall be conducted before three
(3) arbitrators, chosen in accordance with the Rules. The arbitrators shall decide the issues submitted in accordance with (i) the commercial purposes of this Agreement; and (ii) what is just and equitable under the circumstances, provided that all substantive questions of law (excluding principles of conflicts of laws) shall be determined under the laws of the State of New York.

a. Facilitation. The Parties agree to facilitate the arbitration by: (i) making available to one another and to the arbitrators for examination, inspection and extraction all documents, books, records and personnel under their control determined by the arbitrator to be relevant to the dispute, (ii) conducting arbitration hearings to the greatest extent possible on successive days; and (iii) observing strictly the time periods established by the Rules, or by the arbitrators, for submission of evidence or briefs.

b. Entry of Judgment Costs. Judgment on the award of the arbitrator may be entered in any court having jurisdiction over the Party against which enforcement of the award is being sought. All deposits and other costs of arbitration, including without limitation attorneys' fees incurred in connection with such arbitration, shall be borne by the non-prevailing Party unless the arbitrators decide that they shall be allocated between parties in particular proportions.

13. Miscellaneous.

a. No Waiver. No action taken by any Party shall be deemed to constitute a waiver by such Party of compliance with any covenant or agreement contained in this Agreement, no course of dealing between the Parties and no failure or delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof and no single or partial exercise of any right, power or privilege shall preclude any other or future exercise thereof or the exercise of any other right, power or privilege.

b. Entire Agreement: Amendments. This Agreement, together with the Exhibit and Schedules hereto, constitute the entire agreement, and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, between the Parties with respect to the subject matter hereof. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party or parties against whom enforcement thereof is sought, and any such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

c. Assignment. The Parties may not assign the License or any of their respective rights hereunder (other than Licensee may sublicense the License to an Affiliate of Licensee with fifteen (15) days prior written notice to Licensor, provided that such sublicense shall not relieve Licensee of its financial obligations hereunder, which shall remain primary and direct) without the prior written approval of the other Party, which approval may be withheld in such Party's sole discretion. In addition, any such assignment shall not become effective until such time as the assignee executes an instrument binding it to the terms of this Agreement, and the assigning Party provides written notice of such assignment to the other Party.

d. Sublicense. Licensee may not sublicense the License or any of its rights hereunder without the prior written approval of Licensor, which approval may be withheld in Licensor's sole discretion. In addition, any such sublicense shall not become effective until such time as the, sublicensee executes an instrument with respect to the Licensed Property which shall include, without limitation, quality control provisions substantially similar to those set forth in paragraph 6c hereof, and the Licensee provide written notice of such sublicense to the Licensor.

e. Survival. In addition to any provisions of this Agreement providing for the continuation of fights or obligations after the termination of this Agreement, the following Sections shall survive any termination of this Agreement: Sections 2, 5, 6, 8, 9, 10, 11 and 13; and shall be specifically enforceable in any court of competent jurisdiction. In no event shall a demand for arbitration be made after the date when any applicable statute of limitations, or period for claims under this Agreement, would bar institution of a legal or equitable proceeding based on such dispute or subject matter in question. Notwithstanding anything hereby to the contrary, if, prior to the expiration of any indemnification period, either Licensor or Licensee shall have been notified of a claim for indemnity hereunder, the substance of such claim to be specified in reasonable detail to the extent available, and such claim shall not have been finally resolved before the expiration of such period, any representation, warranty, covenant or agreement that is the basis for such claim shall continue to survive and shall remain a basis for indemnity as to such claim until such claim is finally resolved.

f. Specific Performance. Licensor and Licensee each acknowledge that the License is unique and that Licensor and/or Licensee may have no adequate remedy at law for the failure by either of them to perform their respective obligations hereunder. Accordingly, Licensor and Licensee each agrees that in the event of any such failure, until the date of the final judgment with respect to any such dispute pursuant to Section 12, the non-breaching Party shall have the right to obtain an injunction against the breaching party from any court having jurisdiction over the matter restraining any such breach, and the non-breaching Party shall not oppose the granting of such relief on the grounds that money damages are a sufficient remedy.

g. Notices. Except as otherwise specified herein, all notices, requests, demands, consents and other communications required or permitted to be given or made hereunder, including notice of change of address, shall be in writing and shall be deemed to have been duly given or made when received, either hand delivered, telexed or mailed, federal express courier, registered or certified first class mail, postage prepaid, return receipt requested, to the Party to whom the same is so given or made. is so given or made.

If to Licensor,             {Confidential portion omitted and filed
                            separately with the Commission}

with a copy to:             Charles I. Weissman
                            Swidler Berlin Shereff Friedman, LLP
                            919 Third Avenue
                            New York, New York 10022-9998
                            Fax: (212) 758-9526

If to Licensee:             Jeffrey Schwartz
                            Quintelcomm, Inc.

                               16

                            One Blue Hill Plaza
                            Pearl River, New York 10965
                            Fax: (212) 898-0492

with a copy to:             Geoffrey A. Bass, Esq.
                            Feder, Kaszovitz, Isaacson, Weber, Skala &
                             Bass LLP
                            750 Lexington Avenue
                            New York, New York 10022-1200

h. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties and their respective successors, assigns, heirs and legal representatives.

i. Severability. The invalidity of all or part of any paragraph of this Agreement shall not render invalid the remainder of such paragraph or of this Agreement. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

j. Headings. The headings of this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

k. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute a single instrument.

l. Governing Law. This Agreement shall be governed by, and construed and interpreted in all respects in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws thereof.

m. Franchise. The Parties acknowledge and agree that this Agreement is an intellectual property rights license agreement and does not constitute, and shall not be construed as, a franchise agreement. The Parties further acknowledge and agree that state and federal franchise laws do not and will not apply to this Agreement or to the relationship between Licensee and Licensor and their respective rights and obligations hereunder.

n. Further Assurances. The Parties hereby agree to execute and deliver any further instruments, certificates and documents as may be reasonably requested from each Party by any of the Parties in order to carry out the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the Parties have executed and delivered, or have caused this Agreement to be executed and delivered by their duly authorized representative, as of the date first above written.

{Confidential portion omitted and filed separately with the Commission}

QUINTELCOMM, INC.

By:   /s/ Jeffrey Schwartz
      ---------------------------------------
      Name:  Jeffrey Schwartz
      Title:  CEO

Schedule 1(a) Trademark

1. Fly Free America(TM) (including, without limitation, the uses of Fly Free Emetica(TM) set forth in the attached Fly Free Package).

EXHIBIT 10.29.2

ESCROW AGREEMENT

ESCROW AGREEMENT dated as of December 11, 1998 (this "Agreement"), by and among Quintelcomm, Inc., a Delaware corporation ("Quintel"), {Confidential portion omitted and filed separately with the Commission}, and Swidler Berlin Shereff Friedman, LLP, as Escrow Agent (the "Escrow Agent").

RECITALS

WHEREAS, Quintel and {Confidential portion omitted and filed separately with the Commission} have entered into a License Agreement (the "License Agreement"), dated as of December __, 1998 and effective as of August 28, 1998, whereby {Confidential portion omitted and filed separately with the Commission} agrees to grant to Quintel a license to use the Licensed Property, and Quintel agrees to make certain payments to {Confidential portion omitted and filed separately with the Commission}, including the Prepaid License Fee (capitalized terms used herein which are not otherwise defined shall have the respective meanings ascribed thereto in the License Agreement);

WHEREAS, pursuant to Section 2 of the License Agreement, Quintel desires to deposit {Confidential portion omitted and filed separately with the Commission} (the "Escrow Deposit") of the Prepaid License Fee in the Escrow Account (as defined herein) to be held in escrow until released in accordance with the terms of this Agreement; and

WHEREAS, Quintel and {Confidential portion omitted and filed separately with the Commission} desire that Swidler Berlin Shereff Friedman Hoffman, LLP act as escrow agent to hold the Escrow Deposit in escrow pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, intending to be legally bound hereby, the parties hereto agree as follows:

1. Appointment. Quintel and {Confidential portion omitted and filed separately with the Commission} hereby appoint and designate the Escrow Agent, and Escrow Agent agrees to serve, as escrow agent for the purposes set forth herein.

2. Escrow. The Escrow Agent agrees to receive, as escrow agent, a check or a wire transfer of immediately available funds from Quintel in an amount equal to the Escrow Deposit, which shall be held in escrow in a special interest bearing account designated by the Escrow Agent (the "Escrow Account"), in accordance with the terms and provisions of this Agreement. Interest earned on the Escrow Deposit shall be paid to the party entitled to receive the Escrow Deposit as provided for herein, and the party receiving such interest shall pay income taxes on any such interest payment.

3. Release of Escrow Deposit. The Escrow Agent shall hold the Escrow Deposit until it delivers the Escrow Deposit, with interest, as provided in this
Section 3.

3.1 Notification and Action. The Escrow Agent shall not make any distributions of the Escrow Deposit except as specifically set forth below. The Escrow Agent shall distribute the Escrow Deposit as follows:

(i) the principal sum of {Confidential portion omitted and filed separately with the Commission}, together with any accrued interest thereon, to {Confidential portion omitted and filed separately with the Commission} from the Escrow Account on each of January 1, February 1, and March 1; provided, however, that the Escrow Agent shall not make any such distribution if it has received written notice from Quintel (the "Default Notice") stating that as of such date {Confidential portion omitted and filed separately with the Commission} is in default in the performance of its obligations under the License Agreement;

(ii) the entire Escrow Deposit (if any), with interest thereon, to {Confidential portion omitted and filed separately with the Commission} on the date of termination of the License Agreement by the Licensee, pursuant to Section 11(b) of the License Agreement;

(iii) upon receipt of written instructions signed by a duly authorized officer of each of Quintel and {Confidential portion omitted and filed separately with the Commission} (the "Written Instructions"); and

(iv) upon receipt of an order of a court of competent jurisdiction directing the distribution of the Escrow Deposit or a portion thereof (a "Court Order").

In the event the Escrow Agent receives the Default Notice, the Escrow Agent shall make further distributions of the Escrow Deposit only in accordance with subsections (iii) and (iv) of this Section 3.1. Within five (5) days after receipt by the Escrow Agent of the Written Instructions or the Court Order, the Escrow Agent shall deliver the Escrow Deposit or any designated portion thereof, to the party or parties in the manner set forth in the Written Instructions or in the Court Order, as the case may be.

3.2 Conflicting Notification. In the event of conflicting instructions from a duly authorized officer of Quintel and {Confidential portion omitted and filed separately with the Commission}, the Escrow Agent shall, in its sole and absolute discretion: (i) continue to hold the portion of the Escrow Deposit which is the subject of such conflicting instructions until it shall receive a copy of a final and unappealable court order from a court of competent jurisdiction (in form and substance satisfactory to the Escrow Agent), directing it to deliver such portion of the Escrow Deposit in accordance with the terms of such court order, in which event the Escrow Agent shall deliver such portion of the Escrow Deposit in accordance therewith, or (ii) at any time after receipt of such conflicting instructions, deliver such portion of the Escrow Deposit into the control of a court of competent jurisdiction in New York County or in a federal court sitting in New York County, in which event the Escrow Agent shall have no further obligations or responsibilities with respect thereto.

4. Fees and Expenses. The Escrow Agent shall not be entitled to any fee for acting as such, but shall be reimbursed for all out-of-pocket expenses incurred in connection herewith, including, without limitation, legal fees and expenses, which shall be borne equally by Quintel and {Confidential portion omitted and filed separately with the Commission}.

5. Responsibilities of Escrow Agent. The Escrow Agent's acceptance of its duties under this Agreement is subject to the following terms and conditions, which shall govern and control with respect to its rights, duties, liabilities and immunities:

(a) The Escrow Agent makes no representations or warranties and has no responsibilities as to the correctness of any statement contained herein, and the Escrow Agent shall not be required to inquire as to the performance of any obligation under any agreement or document other than this Agreement, including, without limitation, the License Agreement or any agreements or documents referred to herein or therein.

(b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document from any of the parties hereto, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained and what it purports to be. The Escrow Agent shall be entitled to rely upon any certification, instruction, notice or other writing delivered to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act or fail to act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by it, without independent investigation, to be genuine and may assume that any person purporting to give notice or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.

(c) The sole duty of the Escrow Agent, other than as herein specified, shall be to receive the Escrow Deposit and hold it subject to release, in accordance with the written instructions of Quintel and {Confidential portion omitted and filed separately with the Commission}, or as otherwise provided for herein, and the Escrow Agent shall be under no duty to determine whether {Confidential portion omitted and filed separately with the Commission} is complying with requirements of the License Agreement or any other agreement or document. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. The Escrow Agent shall have no duties or except those expressly set forth herein and shall neither be obligated to recognize nor have any liability or responsibility arising under any other agreement to which the Escrow Agent is not a party, even though reference thereto may be made herein. The Escrow Agent shall not be under any obligation to take any legal action in connection with this Agreement or towards its enforcement or performance or to appear in, prosecute or defend any action or legal proceeding in connection herewith.

(d) The Escrow Agent does not have any interest in the Escrow Deposit, but is serving as escrow holder only and has only possession thereof.

(e) The Escrow Agent shall not be liable for any error of judgment, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except as may result from its own gross negligence or willful misconduct.

(f) The Escrow Agent may consult with legal counsel selected by it (including any member of its firm), and shall not be liable for any action taken or omitted by it in accordance with the advice of such counsel.

(g) Quintel and {Confidential portion omitted and filed separately with the Commission}, jointly and severally, agree to indemnify the Escrow Agent against and save it harmless from any and all claims, liabilities, costs, payments and expenses, including reasonable fees and expenses of counsel paid to retained attorneys (who may be selected by the Escrow Agent), incurred as a result of or in connection with the performance of this Agreement, except as a result of the Escrow Agent's own gross negligence or willful misconduct.

(h) The duties of the Escrow Agent hereunder are solely ministerial in nature, and the Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any other agreement or document. The participation of Swidler Berlin Shereff Friedman, LLP as Escrow Agent is being undertaken as an accommodation to the parties hereto. The parties acknowledge that the Escrow Agent, from time to time, has served as counsel to {Confidential portion omitted and filed separately with the Commission} including, without limitation, in connection with the negotiation, execution and delivery of the License Agreement and any other agreements or documents contemplated thereby. Quintel expressly waives any conflict of interest arising on account of such representation by the Escrow Agent and its service as the Escrow Agent hereunder. The participation of Swidler Berlin Shereff Friedman, LLP as Escrow Agent shall in no way hinder or limit the present or future ability of Swidler Berlin Shereff Friedman, LLP to act as counsel to {Confidential portion omitted and filed separately with the Commission} with respect to any matter including, but not limited to, disputes with regard to this Agreement; provided, however, that such representation shall not affect the Escrow Agent's obligations hereunder and shall be at the sole cost and expense of {Confidential portion omitted and filed separately with the Commission}.

(i) In the event any property held by the Escrow Agent hereunder shall be attached, garnished or levied upon under an order of court, or the delivery thereof shall be stayed or enjoined by any order of court, or any other writ, order, judgment or decree shall be entered or issued by any court affecting such property, or any part thereof, or any act of the Escrow Agent, the Escrow Agent is hereby expressly authorized to use its sole discretion to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, and in the event the Escrow Agent obeys and complies with any such writ, order, judgment or decree, it shall not be liable to any person, firm or corporation by reason of such compliance notwithstanding the fact that

such writ, order, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

(j) The Escrow Agent may, at any time, resign and be discharged from its duties hereunder by providing written notice to Quintel and {Confidential portion omitted and filed separately with the Commission} and depositing the Escrow Deposit with a successor escrow agent jointly designated by Quintel and {Confidential portion omitted and filed separately with the Commission}. Upon receipt of the Escrow Agent's resignation, Quintel and {Confidential portion omitted and filed separately with the Commission} shall promptly appoint a successor escrow agent. If no successor shall have been appointed within ten (10) days after the mailing of notice of resignation by the Escrow Agent, the Escrow Agent shall be entitled to deposit any or all of the Escrow Deposit with a court of competent jurisdiction in New York County or in a federal court sitting in New York County.

6. Amendment and Termination. This Agreement may be amended or terminated only by a writing signed by the Escrow Agent, Quintel and {Confidential portion omitted and filed separately with the Commission}. Once the Escrow Deposit has been fully distributed, this Agreement shall terminate and the Escrow Agent shall have no further duties or responsibilities hereunder; provided, however, that the fees and expenses provisions of Section 4 and the exculpatory and indemnification provisions of Section 5 shall survive termination.

7. Interpleading. Notwithstanding Section 3 hereof or anything to the contrary herein, at any time the Escrow Agent shall have the right, in its sole discretion, to deposit the Escrow Deposit with a court of competent jurisdiction in New York County or in a federal court sitting in New York County, in which event the Escrow Agent shall give written notice of such deposit to each of the other parties hereto. Upon such deposit, the Escrow Agent shall be relieved and discharged of all further duties and responsibilities with respect to the Escrow Deposit.

8. Notices. Any notice, demand, request, waiver, or other communication under this Agreement shall be in writing (including facsimile or similar writing) and shall be deemed to have been duly given (i) on the date of service if personally served, (ii) on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered, return receipt requested, postage prepaid, or (iii) on the date sent if sent by mail as aforesaid on the same date (or at such other address or facsimile number for a party as shall be specified by like notice):

If to Quintel, to:

Jeffrey Schwartz

Quintelcomm, Inc.
One Blue Hill Plaza
Pearl River, NY 10965
Fax no.: (914) 620-1717

with a copy to:

Geoffrey A. Bass
Feder, Kaszovitz, Isaacson, Neber, Skala & Bass LLP 750 Lexington Avenue
New York, NY 10022
Fax no.: (212) 888-7776

If to {Confidential portion omitted and filed separately with the Commission} to:

{Confidential portion omitted and filed separately with the Commission}

If to the Escrow Agent, to:

Charles I. Weissman, Esq.
Swidler Berlin Shereff Friedman, LLP
919 Third Avenue
New York, New York 10022

Fax No.: (212) 758-9526

9. Miscellaneous. This Agreement shall be binding upon the successors and assigns of the parties hereto and shall inure to the benefit of and be enforceable by each of them and their respective permitted successors and assigns. The headings in this Agreement are for purposes of reference only and shall not limit or define the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto.

10. Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with, and governed by, the internal laws of the State of New York as applied to contracts made and to be performed entirely within the State of New York. Any legal action, suit or proceeding arising out of or relating to this Agreement may be instituted in any state or federal court located within the County of New York, State of New York, and each party hereto agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court as an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party hereto further irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

Quintelcomm, Inc.

By:      /s/ Jeffrey Schwartz
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         Name:  Jeffrey
         Title:  Chairman

{Confidential portion omitted and filed separately with the Commission}

Swidler Berlin Shereff Friedman, LLP as Escrow Agent

/s/ Swidler Berlin Shereff Friedman, LLP
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