EXHIBIT 10.10

                           AMERICOMM DIRECT MARKETING

                           MASTER SERVICES AGREEMENT


Agreement made this April 19th day of April 2001 between AMERICOMM DIRECT
MARKETING ("ADM") with principal offices located at 494 St. Paul's Blvd.,
Norfolk, Virginia 23510 and InterCallNet, Inc. ("ICN") with principal offices at
6340 N.W. 5th Way, Ft. Lauderdale, FL 33309 (collectively referred to as the
"parties").

         WHEREAS ADM is interested in the continued existence of a Telemarketing
relationship with ICN for the processing of telemarketing calls at a ICN
production facility for an assigned ADM client ("Client"); and

         WHEREAS ICN, an established telemarketing business, is interested in
providing the necessary facilities, equipment, maintenance, service and
personnel for each assigned ADM Client campaign.

         NOW THEREFORE, in consideration of the mutual promises and obligations
of ADM and ICN, as set forth herein, and other good and valuable consideration,
the sufficiency of which is acknowledged by the execution of this Agreement, the
parties agree as follows:

1.       As part of the ADM Telemarketing Master Services Agreement, ICN shall
provide facilities, equipment, maintenance, service and personnel required to
establish, maintain and operate the Telemarketing location, all in accordance
with the day to day operating procedures, telemarketing techniques, training,
quality assurance, and control measures and such other specific instructions
(collectively the "Operating Procedures") as established by ADM, in an
attachment to this Agreement accepted by ICN. These Operating Procedures may
from time to time be modified in writing by ADM, and accepted by ICN and ICN
shall comply with such updated and/or modified Operating Procedures. The
Operating Procedures shall be reasonable in nature and shall be used exclusively
for the performance of this Agreement.

2.       When ADM provides records with phone numbers to ICN it would be in the
agreed upon format as specified in each project-specific attachment ("Project
Attachment"). This Master Agreement will be modified by executed Project
Attachments, which will be a part of this Agreement. ADM will also provide
approved script/order forms and report formats to be used exclusively for each
program. ICN will not make any changes to the materials or scripts without the
consent of ADM. At the termination of a specific Client campaign, ICN must
return all prospect name lists, completed call records and Client-provided
materials and all copies of material relating to the specified program within 48
hours, by delivery service of ADM's choice to ADM at ADM's expense provided ICN
has been paid in full for all work performed under this Agreement.

3.       ICN acknowledges ADM's responsibility to assure maximum program
performance for each Client campaign. To that end, ICN shall use its
commercially reasonable efforts to:

                  A. Provide feedback and consult with ADM on ways to improve
         the script and other calling materials;

                  B. Manage the list and call traffic to ensure maximum
         performance from each phone agent;

                  C. Provide ADM with the names and/or identification numbers of
         all phone agents and supervisors working on ADM programs prior to the
         start of each program and as changes occur;

                  D. Respect ADM's criteria and promptly adhere to ADM's
         instructions concerning the selection and removal of phone agents
         placing calls on any ADM program;

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                  E. Allow ADM to conduct training of phone agents and
         supervisors on the Client's behalf;

                  F. Provide sufficient supervision and monitoring daily so that
         each agent on each ADM program is silently monitored once per shift;

                  G. If ADM Client demands stoppage, ADM will provide ICN 24
         hour prior written notice to stop ADM production on any assigned Client
         campaign;

                  H. Not subcontract the production of any ADM program.

4.       ICN will provide ADM with complete daily call report information by 10
AM EST each business day in the format requested by ADM and shall provide weekly
deliveries of all non-order written reports, call records or other program
specific information. ICN may contact the Client at any time so long as any such
contact is done and identified as a being made as part of the ADM organization.

5.       ADM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR GUARANTEES AS TO THE
VOLUME OF TELEMARKETING SERVICES THAT ADM MAY REQUIRE UNDER THIS AGREEMENT. ICN
MAKES NO EXPRESS OR IMPLIED GUARANTEE AS TO THE RESULTS OF ITS EFFORTS UNDER
THIS AGREEMENT OR THE SUCCESS OF ANY CAMPAIGN.

6.       ICN will provide remote monitoring of all phone agents assigned to ADM
program pursuant to the following conditions:

                  A. ADM may monitor at its discretion any agent on any ADM
         program during any scheduled monitoring session.

                  B. ADM shall have the right to schedule regular monitoring
         sessions on a schedule that is mutually agreed upon with the ICN. ICN
         shall not cancel scheduled sessions for any reason. ADM's scheduled
         sessions shall have priority over conflicts in the monitoring schedule
         due to equipment limitations or other NETWORK programs. Should ICN have
         an equipment failure that results in a cancellation of scheduled
         monitoring sessions more than three times during the Term of this
         Agreement, ADM shall have the right to cancel this Agreement.

                  C. Appropriate floor supervisor or other decision-making
         individual at ICN production facility shall be available to discuss and
         implement proposed changes during each scheduled monitoring session.

7.       The Confidentiality Agreement between ADM and ICN will become part of
this Agreement as Addendum A.

8.       ICN will indemnify, hold harmless and defend ADM against any claim,
loss or judgment (including reasonable attorney fees) which ADM may sustain as a
result of any claim, suit or proceedings made or brought against ADM based upon
any acts of gross negligence by ICN and/or ICN's phone agents, or any
unauthorized assertions by ICN and/or ICN's phone agents on behalf of ADM or
ADM's Client, or any illegal practices or misuse of Confidential Information by
ICN or ICN's phone agents. ADM will indemnify, hold harmless and defend ICN
against any claim, loss or judgment including (reasonable attorneys' fees) which
ICN may sustain as a result of any claim, suit or proceedings made or brought
against ICN based upon any acts of gross negligence by ADM, or ICN's use of any
Client approved script provided such use is in accordance with ADM instructions.
In no event will either party be liable for special, incidental, or
consequential damages, including lost profits, regardless of whether such party
was advised of the possibility thereof.

9.       ICN warrants that fees presented in each Project Attachment shall
represent the only fees that ICN will charge ADM for telemarketing and attendant
support services. Any changes in price or fee structure must be approved by ADM
in writing.

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10.      It is specifically understood that ADM is a project management company
and has the sole right to bill and receive payment for services directly from
the CLIENT. ADM shall remit to ICN payments of amounts due for services
described in the Program Attachment within 10 days of receipt by ADM of ICN's
invoice. All past due amounts will bear interest at the lesser of one and
one-half percent (1 1/2%) per month or the highest interest rate allowable under
applicable law. In the event of such any nonpayment of an invoice, ADM shall be
liable to ICN for the full amount of the invoice plus any and all costs incurred
by ICN in obtaining payment thereof, including, without limitation, reasonable
attorney's fees.

11.      The parties hereto agree that at no time during the term of this
Agreement and thereafter after the termination of this Agreement will either
party advise a CLIENT of the nature of the relationship between the parties
hereto in their interaction with the CLIENT during the term of this Agreement as
being anything other than ICN being a member of the ADM organization.

12.      The parties do not have and are not to be deemed to have the
relationship of principal/agent/joint venture, employer-employee, or
partnership. Except as expressly provided for in this Agreement, neither party
is authorized to act for the other in any way. The parties are acting only as
independent contractors, however, in any representations made by ICN to CLIENT,
ICN must represent itself as an affiliate of ADM for the purposes of contracted,
and negotiated telemarketing activities

13.      Neither party shall be liable for any delay or failure in performance
under this Agreement or for any interruption of services rendered hereunder,
which result directly or indirectly from acts of God, civil or military
authority, acts of public enemies, war, accidents, fires, earthquakes, the
elements or any other cause beyond the direct and reasonable control of the
parties to this Agreement.

14.      ICN agrees not to conduct telemarketing programs for any Client of ADM
for which ICN has performed services on behalf of ADM, for a period of one year
from the termination of this Agreement, without ADM's written consent, which
shall not be unreasonably withheld.

15.      This Agreement supersedes any previous written or oral Agreement
between ADM and ICN. Any previously executed program-specific attachments for
current Client campaigns will become Program Attachments to this Agreement.

16.      All notices, demands or communications which are required under this
Agreement, shall be transferred via United States and shall be sent to the
address listed below or such other address as either party may designate in
writing from time to time:

         If to ADM:                 Americomm Direct Marketing
                                    494 St. Paul's Blvd.
                                    Norfolk, VA  23510

         If to ICN:
                                    InterCallNet, Inc.
                                    6340 Northwest 5th Way
                                    Fort Lauderdale, Florida 33309
                                    Attention:
                                               ---------------------------------

17.      The parties agree that any controversy or claim arising out of or
relating to this Agreement, or any dispute arising out of the interpretation or
application of this Agreement, which the parties hereto are unable to resolve,
first by mandatory mediation with a mediator selected by the parties. If the
dispute is not resolved by mediation, the parties agree that the next exclusive
remedy would be non-binding arbitration. If the parties cannot agree upon an
arbitrator, then each party shall choose its own independent representative and
those independent representatives shall, in turn, choose the single


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arbitrator within fifteen days of the date of the selection of the first
independent representative. The cost of mediation or arbitration shall be
divided equally between the parties. If the parties cannot resolve the matter
within 45 days after the non-binding arbitration, the final remedy would be
litigation. In the case of any mediation, arbitration and/or litigation entered
into by the parties pursuant to the foregoing provisions, the parties agree that
any such mediation, arbitration and/or litigation brought by ADM shall be
conducted exclusively in the appropriate forum in the State of Florida and any
such mediation, arbitration and/or litigation brought by ICN shall be conducted
exclusively in the appropriate forum in the State of Virginia. For that purpose
ADM and ICN each hereby submit to the jurisdiction of the Federal Courts in the
States of Florida and Virginia for all purposes relating to this Agreement, and
agree to service if processed by registered mail to the address given in Section
15.

18.      Except as otherwise provided by this Agreement, this Agreement shall
continue for a period of three (3) years from the date identified in the
signature section and shall be automatically renewed for additional periods of
one (1) year unless terminated by either party, provided the party notifies the
other party, in writing, of its intent to terminate at least 120 days prior to
the anniversary date of this Agreement.

19.      Failure to comply with any material term or condition of this Agreement
for a period of thirty (30) days following written notice of noncompliance may
result in immediate termination of this Agreement at the discretion of the party
providing notice of such noncompliance.

20.      The rights, remedies, and benefits provided by this Agreement shall be
cumulative, not exclusive. Any waiver of the right to object to noncompliance of
this Agreement shall not be construed as a waiver of further violations. This
Agreement constitutes the entire and complete Agreement between the parties and
shall supersede all prior correspondence, discussions, agreements and
understandings, unless mutually agreed in writing subsequent to the execution of
this Agreement.

21.      Any sales or use, employment tax, workers compensation, insurance or
other related expense which may be due and owing as a result of the use of the
facilities, equipment, maintenance, service and personnel at ICN's facility,
shall be the sole responsibility of ICN.

22.      AUTHORIZATION. The parties signing this Agreement individually
represent, warrant and guarantee that the entities for which they are signing
this Agreement have taken all steps necessary and proper to authorize this
Agreement and the execution thereof by the parties signing for them.



For

InterCallNet, Inc.
------------------


/s/ Paul Cifaldi                               April 25, 2001
------------------------------------         -----------------------------------
Signed                                       Date

Name & Title  Paul Cifaldi              COO
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For: Americomm Direct Marketing


/s/ Illegible                                  April 25, 2001
------------------------------------         -----------------------------------
Peter Surprenant                             Date
Vice President Administration