EXHIBIT 10.12

                         TELEMARKETING SERVICE AGREEMENT


This Telemarketing Service Agreement ("Agreement") is entered into effective as
of March 23rd, 2001 (the "Effective Date"), by and between INTERCALLNET, INC.
and Summer Rain, with reference to the following facts:

         WHEREAS, INTERCALLNET, Inc., hereafter will be referred to as ICN,
offers telemarketing services to existing, inactive and potentially new
customers for Summer Rain.

         WHEREAS, Summer Rain, which will hereafter be referred to as S.R.,
offers Lawn Care Services to consumers and business associates.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which hereby is acknowledged by all parties it is agreed by and between ICN and
S.R. as follows:


                                 1. DEFINITIONS

The items set forth below shall have the following meaning in this Agreement.

1.0      "Pilot Project" shall be the calling by telephone on behalf of S.R. for
         the purposes of setting appointments for S.R. sales personnel during
         the initial 30-45 day period.

1.1      "Billing Hour" shall be increment of time, spent by individual
         telesales representatives (TSR's) exclusively assigned to the pilot
         project. (NOTE: The TSR will be available to receive incoming or
         outgoing calls from automated telephony during a billing hour).

1.2      "Customer(s)" shall consist of consumers and/or businesses that S.R.
         has approved for contact with ICN on both incoming and outgoing phone
         calls.

1.3      "List(s)" are leads, which are generated, from S.R.'s existing database
         and/or are derived from ICN's resources.

1.4      "Scrubbing" is the term that shall mean the merging and purging of
         leads against any other designated list.

                         2. REPRESENTATION OF SERVICES

2.1      ICN will provide trained, competent, teleservice representatives
         (TSR's) to perform outgoing and/or incoming calls to set appointments
         for S.R. sales representatives

2.2      ICN will provide one (1) Supervisor for every 16 TSR's for Outbound
         project.

2.3      ICN will provide one (1) Quality Assurance Monitor per 16 TSR's.


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2.4      S.R. will provide an Account Manager for the purpose of initial
         training and ongoing support during the program period.

2.5      ICN will provide S.R. with a list of confirmed appointments and
         required information on Homeowners on a daily basis.

2.6      ICN, with the assistance of S.R., will develop scripting and training
         programs for the project. Initially, a pilot program will be
         implemented utilizing 2-3 TSR's and a Supervisor / Quality Assurance
         Monitor in order to refine scripting and strategies. An Account Manager
         will also be assigned to the program at this time. Once the pilot
         program produces desired results, the calling and staffing will be
         expanded to meet S.R. requirements as defined by S.R. and set forth in
         a new services agreement.

2.7      S.R. shall be responsible for providing the necessary quantity of
         qualified leads to maintain the pilot project. ICN shall be responsible
         for scrubbing all lead lists.


                            3. TERMS AND CONDITIONS

3.1      The term of this Agreement will commence on the effective date and,
         except as provided below and in paragraphs 3.5 & 3.9 hereof, will
         continue thereafter for a period of 45 days from the date of the first
         contact with Homeowners.

3.2      There will be a charge for programming and Pilot Project set up in the
         amount of * . Set-up fee is to be paid upon agreement

3.3      The charge for Training will consist of the TSR hourly cost for the
         time in training at *  per hour.

3.4      Commissions -For the duration of this pilot Program, the standard
         hourly billing for telesales agents, will not be in effect. In place of
         hourly billing, ICN will be paid a fee of * per appointment set.
         An appointment, for the S.R. Program, occurs when a prospect agrees to
         allow a S.R. representative to visit their property, conduct an
         analysis, and leave an estimate on Homeowner's door.

3.5      Both parties agree that after the initial pilot project is completed,
         the term and payment terms of this contract will be adjusted based on
         the results of the pilot. The adjustment will be based on the number of
         appointments set per hour (APH) with the objective of reaching a *
         per hour billing rate.

3.6      There will be * for any reports.

3.7      S.R. nor ICN will not be responsible for any unauthorized claims of
         benefits derived from their products or misrepresentations made by
         employees of the other.

                       *CONFIDENTIAL TREATMENT REQUESTED*

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3.8      Payment for services rendered by ICN will be billed every Friday to
         include all appointments set for that week and payment is due within
         seven (7) days of the billing date.

3.9      Termination - either party upon written notice may terminate this
         agreement immediately, in the event that either party violates or fails
         to fully comply with any of the conditions or covenants required. In
         the event of termination, ICN will be paid for all appointments set and
         kept as of the date of termination.


                            4. COMPETITIVE AGREEMENTS

4.1      ICN agrees not to divulge any product information or any confidential
         information about S.R. to any competitive organization(s).

4.2      S.R. agrees not to divulge any of ICN's proprietary information
         including methodologies and utilization of technologies within the call
         centers to any competitive organization(s).


IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the Effective date.

"INTERCALLNET, INC."

By   /s/ Paul Cifaldi
    -----------------------------------

Print Name:    Paul Cifaldi
             --------------------------

Title:    Chief Operating Officer          Date:   March 30, 2001
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"SUMMER RAIN"

By   /s/ Eric R. Wilson
    -----------------------------------

Print Name:   Eric R. Wilson
             --------------------------

Title:    President                        Date:   March 29, 2001
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