<PAGE>

EXHIBIT 10.44

                               MARKETING AGREEMENT

         THIS AGREEMENT (this "Agreement") is made and entered into as of
November 1, 2001, by and between Junum, Inc. ("Junum" or the "Company"), a
Delaware corporation, having its principal place of business at 1590 Corporate
Drive, Costa Mesa, California 92626 and AJ Marketing Group, Inc., a Nevada
corporation ("Partner"), having its principal place of business at 12458
Presilla Road, Camarillo, California 93012.

                                    RECITALS

         WHEREAS, Partner is in the business of network marketing of products
and services, and its principals have substantial contacts in the network
marketing industry.

         WHEREAS, Junum provides financial advisory services via the Internet to
its members, which includes, among other things, complete credit management
services, as well as its related business products offerings ("CCM").

         WHEREAS, Partner desires to offer the Junum CCM program (and other such
programs as may be determined in the future) to the general public via network
marketing, and through marketing over the Internet.

         NOW THEREFORE, in consideration of these recitals and the mutual
promises set forth below, the parties hereto agree as follows:

                                    AGREEMENT

1.       Term and Termination.

a.       TERM. This agreement shall commence as of the date first above written
         and shall continue (the "Term") in full force and effect until the
         third anniversary of the date thereof. This agreement shall
         automatically be extended for an additional three year term unless, at
         any time during the six months prior to expiration of each Term,
         Partner delivers written notice of its election not to extend the Term;
         provided, however, that the consent of Junum shall be required for any
         extension of the Term if Partner has sold less than 100,000 Junum
         memberships during such Term or extension thereof; and, provided,
         further, that the Term may only be extended a maximum of seven times.

b.       EFFECT OF TERMINATION. No termination of this Agreement by any party,
         regardless of the reason therefore, shall relive the other party of its
         existing obligations under this Agreement as of the date of
         termination.

c.       TERMINATION FOR CAUSE. Junum shall have the right to terminate this
         agreement upon 30 days prior written notice for Cause (as defined
         below). Prior to any such termination, Junum shall give Partner written
         demand to cure any Cause Event (as defined below), and shall allow
         partner not less than 30 days to cure such Cause Event. For purposes
         hereof, Cause shall

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<PAGE>

         mean that Partner shall (i) have been convicted of any felony, or
         convicted of any criminal violation of any state or federal laws
         regulating Junum's business operations, or (ii) Partner shall have
         violated the reasonable rules and regulations applicable to Junum and
         all other resellers of Junum Memberships, as published in writing from
         time to time by Junum (each a "Cause Event").

2.       Scope of Services.

a.       SERVICES. Partner agrees that from time to time during the Term, it
         shall refer members to Junum a via websites, through telemarketing,
         marketing over the Internet, or otherwise. Partner will be assigned a
         unique referral code OR codes so as to identify its referrals. Partner
         shall provide marketing services exclusively to Junum, and Junum hereby
         retains Partner as its exclusive marketing representative with respect
         to sales of Junum's products and services through multi-level
         marketing. Partner, in the conduct of its business and the provision of
         marketing services hereunder, shall at all times comply with all
         applicable federal and state laws, the violation of which could
         reasonably be expected to have a material adverse effect on Junum's
         business or operations.

b.       COMPENSATION. Partner will be compensated for each referral that
         results in a Confirmed Junum Membership as set forth below. In
         addition, Junum shall issue to Lauren-Nichol Thompson, a principal of
         Partner, 200,000 shares of common stock which shall be registered under
         the Securities Act of 1933, as amended. A Confirmed Junum Membership
         shall mean a membership (whether a consumer membership or a business
         membership) which has been purchased from Junum arising from a referral
         from Partner, and for which Junum has received cash payment for such
         membership. All commissions, as set forth below, shall be due and
         payable to Partner as and when Junum has received payment in cash of
         its fees for the related product.

<TABLE>
                                        CONSUMER PRODUCT
                                        ----------------
<CAPTION>
------------------------------ ------------------------------- --------------------------------
    Fees Paid to Junum             Junum Retail Prices         Commission Payable to Partner
------------------------------ ------------------------------- --------------------------------
<S>                              <C>                               <C>
Up Front Set-up Fee              $39.95 (includes 1st month)       62.5%
------------------------------ ------------------------------- --------------------------------
Membership Fees                  $19.95 per month                  $70%
------------------------------ ------------------------------- --------------------------------
Service Units (removals)         $10.00                            None
------------------------------ ------------------------------- --------------------------------
Add Spouse to Membership         $9.00 per month                   33.33% per month
------------------------------ ------------------------------- --------------------------------
</TABLE>

                                       2
<PAGE>

<TABLE>
                                        BUSINESS PRODUCT
                                        ----------------
<CAPTION>
------------------------------ ------------------------------- --------------------------------
    Fees Paid to Junum             Junum Retail Prices         Commission Payable to Partner
------------------------------ ------------------------------- --------------------------------
<S>                              <C>                               <C>
Up Front Set-up Fee              $199.95 (includes 1st month)      70%
------------------------------ ------------------------------- --------------------------------
Membership Fees                  $29.95 per month                  53.25%
------------------------------ ------------------------------- --------------------------------
Service Units (removals)         $10.00                            None
------------------------------ ------------------------------- --------------------------------
</TABLE>

c.       PRICES SUBJECT TO CHANGE. The prices to be charged by Partner shall be
         subject to change upon the mutual agreement of the parties. Junum
         agrees not to offer any of the above products (meaning the retail
         version of Junum's consumer or business product, as applicable) at
         prices more favorable than the above to any third party, and shall not
         sell its products on a retail basis for fees less than the Junum Retail
         Prices as set forth above. Notwithstanding the foregoing, Junum shall
         have the unlimited right to offer its products and services as a
         bundled product (which bundled product will contain the retailed
         version of Junum's products) with bona fide products and services of a
         third party, provided that the total retail price for such bundled
         product is in excess of the Junum Retail Prices set forth above. Junum
         shall not sell or offer any of its products or services through any
         multi-level marketing group or organization other than through Partner.

d.       CHARGEBACKS. Junum may deduct from any amounts owed to Partner an
         amount equal to a any amount previously paid to Partner in
         circumstances of a: duplicate entry or other clear error; non-bona fide
         sale, or, with respect to a non-receipt of payment from, or refund of
         payment to, the Junum Member.

e.       PAYMENTS AND BILLING.

         i.       Payment for Services. Any and all fees due and payable to the
                  Partner shall be paid in weekly payments, on Monday of each
                  week, and shall be equal to all then unpaid fees due to
                  Partner through and including the Second Friday immediately
                  preceding such date. For example only, the payment due to
                  Partner on Monday, November 19, 2001, would be calculated
                  based on all collections through and including Friday,
                  November 9, 2001. All payments will be made in U.S. dollars.
                  The Company shall provide to Partner a weekly statement
                  showing the number of active memberships procured by or
                  through Partner, the collections for the previous week broken
                  down into product category, set up fees, membership fees and
                  charges for addition of a member's spouse, and the
                  corresponding commission due to Partner.

         ii.      Taxes. All payments required by this Agreement shall be
                  reduced by any state, local or federal taxes imposed upon such
                  sales as required by law and for which the Company is
                  obligated by law to collect and pay to the applicable taxing
                  authority; provided,

                                       3
<PAGE>

                  however, that the Company shall increase the cost of Junum
                  Memberships by the amount of such taxes. Such taxes shall
                  include, but are not limited to, all national, state,
                  municipal or other governmental excise, sales, value-added,
                  use, personal property, and occupational taxes, excises,
                  withholding taxes and obligations and other levies now in
                  force or enacted in the future, all of which Company will be
                  responsible for and will pay in full, except for taxes based
                  on Partner's net income.

         iii.     Expenses. Partner shall bear all of its own expenses in
                  rendering the services hereunder, and shall not have any right
                  to reimbursement from the Company, unless the Company agrees
                  to pay for, or reimburse Partner for, any particular expense
                  in advance and in writing.

         iv.      Other Expenses. Except as set forth in this Agreement or
                  otherwise agreed to in writing, Company shall not be liable
                  for any other expenses of Partner, including but not limited
                  to health insurance, disability insurance, workman's
                  compensation or professional fees. Neither shall the Company
                  be liable for the payment of local, state, or federal taxes on
                  the income of Partner. Junum shall invoice Partner for any
                  out-of-pocket expenses incurred by Junum on behalf of Partner,
                  provided, such expenses shall be approved in advance by both
                  Junum and Partner.

3.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTNER. In addition to
         its other representations, warranties and covenants contained herein,
         Partner hereby represents and warrants to Junum that:

         a.       Partner represents and warrants that: (i) it is free to enter
                  into this Agreement and has full legal power and authority to
                  enter into and perform under this Agreement, (ii) its entry
                  into and performance under this Agreement does not violate any
                  rights of or obligations of Partner to any third party.

         b.       "Do not call" and compliance. To Partners best knowledge:

                  i.       Partner represents and warrants that it complies with
                           all federal, state, county, and local laws,
                           ordinances, regulations, and codes relating to
                           telemarketing sales, including registration
                           provisions when applicable.

                  ii.      Partner represents and warrants that it maintains a
                           written "Do Not Call" policy that is distributed to
                           all employees of Partner, who are also trained and
                           instructed to follow such policy. Partner shall
                           forward a copy of the policy, and as it is revised
                           from time to time, to Company for review.

                  iii.     Partner represents and warrants that all prospects
                           that request to be either taken off the list, not to
                           be called in the future or that exhibit a hostile
                           attitude to the TSR will be properly coded as a "Do
                           Not Call" on the daily file transfer and will not be
                           called in future for Company's campaign.

                                       4
<PAGE>

         c.       Scripting and misrepresentation

                  i.       Partner may create scripts (which may be either
                           printed or in electronic format) or request scripts
                           and appropriate materials to assist in the completion
                           of Partner's duties under this agreement from
                           Company. However, Company must approve all scripts
                           prior to their use. The approved script must be read
                           as it is written. Company must approve any changes to
                           the script in writing. When a telephone sales
                           representative employed by Partner is required to
                           answer questions, he/she must use the information
                           contained in the script, rebuttals, or in the
                           training manual. Company understands that
                           conversation is helpful and often necessary to
                           complete a sale, and therefore, in order to ensure
                           that Company's services are not misrepresented,
                           Partner agrees that its employees will not make any
                           false or misleading representations about Company's
                           products and services.

                  ii.      In the event any person employed by Partner is found
                           to have violated this section of the Agreement or any
                           state or federal law and regulation with respect to
                           Company's campaign, such person shall be removed
                           immediately upon Company's written request and barred
                           from participating in Company's campaign in the
                           future.

         d.       As a description of the relationship between Junum and Partner
                  in Partner's marketing materials, the following may be used:
                  "A Junum Marketing Group". For example, AJ Marketing Group,
                  Inc.-- A Junum Marketing Group.

4.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF JUNUM. In addition to its
         other representations, warranties, and covenants contained herein,
         Junum hereby represents and warrants to Partner that:

         a.       Junum will not sell any products or services through its
                  current Affiliate program after March 31, 2002, so long as
                  Partner has sold not less than 10,000 Junum Memberships on or
                  prior to such date.

         b.       In the event that Partner has not sold at least 100,000 Junum
                  Memberships on the date which is 14 months following the
                  commencement of this Agreement, then, at any time after such
                  date, Junum shall have the right to resume its affiliate
                  marketing program, or any other marketing program as
                  determined by Junum, other than any program involving network
                  marketing. In the event that, during any Term or extension
                  thereof, Partner has not sold at least 100,000 Junum
                  Memberships, than Junum shall have the right to resume its
                  affiliate marketing program, or any other marketing program as
                  determined by Junum, other than any program involving network
                  marketing. Notwithstanding the foregoing, Junum shall have
                  the right to initiate any Affiliate marketing program with any
                  Affiliate with the prior written consent of Partner. Partner
                  shall object to any proposed Affiliate marketing program
                  within 10 business days of Partner's receipt of a written
                  proposal from Junum which contains a summary description of
                  the marketing plans with respect to such program.

         c.       Company represents and warrants that: (1) it is a corporation
                  duly incorporated, validly existing and in good standing under
                  the laws of Delaware, and is qualified to do business in

                                       5
<PAGE>

                  the State of California, (2) it has all the requisite
                  corporate power and authority to execute, delver and perform
                  its obligations under this Agreement, (3) the execution,
                  delivery, and performance of this Agreement have been duly
                  authorized by Company, (4) no approval, authorization or
                  consent of any governmental or regulatory authority is
                  required to be obtained or made by it in order for it to enter
                  into and perform its obligations under this Agreement, (5) it
                  connection with its obligations under this Agreement, it shall
                  comply with all applicable Federal, state and local laws and
                  regulations and shall obtain all applicable permits and
                  licenses.

5.        CONFIDENTIAL INFORMATION; NON-DISCLOSURE.

         a.       CONFIDENTIAL INFORMATION. "Confidential Information" under
                  this Agreement includes any information, including oral,
                  written, and machine-readable information, not generally known
                  in the relevant trade or industry, obtained from Partner or
                  Company or their vendors or licensors which is identified by
                  the provider as confidential and which falls within any of the
                  following general categories: (a) information constituting
                  trade secrets of Partner or Company or their vendors or
                  licensors; (b) information relating to existing or
                  contemplated products, services, technology, designs,
                  processes, formulae, computer systems, computer software,
                  reports, algorithms and research or developments of Partner or
                  Company or their vendors or licensors; (c) information
                  relating to the manner and method by which business is
                  conducted, including but not necessarily limited to internal
                  documents, handbooks, policies, forms, plans, requirements,
                  processes, procedures, sales or marketing methods or
                  practices, price lists, the names of contractors, employees,
                  advisors, directors, investors, or other involved personnel;
                  (d) information concerning litigation or pending litigation,
                  and all communications subject to the attorney-client
                  privilege as to the Company's attorneys; (e) informaton marked
                  "Confidential", "Restricted", "Internal Use Only" or
                  "Proprietary"; and (f) information obtained from other parties
                  by Company that is protected under non-disclosure agreements.

         b.       PROTECTION. Each party agrees to keep the Confidential
                  Information in the strictest confidence, in the manner set
                  forth below:

                  i.       Neither party shall copy, modify, enhance, compile or
                           assemble (or reverse compile or disassemble), or
                           reverse engineer Confidential Information or anything
                           containing or embodying Confidential Information
                           (except in performance of the Services) and shall
                           not, directly or indirectly, disclose, divulge,
                           reveal, report or transfer such Confidential
                           information of the other to any third party or to any
                           individual employed by Company or Partner, other than
                           an employee or independent contractor of Company or
                           Partner having a need to know such Confidential
                           Information. Notwithstanding the foregoing, it is
                           understood that Partner shall provide a detailed
                           description of the Company's products and services to
                           its staff personnel, affiliates, marketing
                           representatives, agents, employees and associates for
                           the purpose of marketing the Company's products and
                           services.

                  ii.      Neither parry shall use any Confidential Information
                           of the other or the concepts therein

                                       6
<PAGE>

                           for its own benefit or for the benefit of a third
                           party or for any purpose other than the purpose for
                           which such Confidential Information is being
                           disclosed.

                  iii.     Neither party shall remove any proprietary legends or
                           notices, including copyright notices, appearing on
                           or in the Confidential Information of the other.

                  iv.      Each party shall take appropriate action with respect
                           to each and every person permitted access to any
                           Confidential Information of the other to ensure that
                           each person complies with the confidentiality
                           provisions hereof. Appropriate action means at least
                           the same degree of care used by the party to protect
                           its own confidential information from unauthorized
                           disclosure.

                  v.       Any materials which constitute, or which relate to or
                           derive from any Confidential Information, shall be
                           kept confidential, and all such materials shall be
                           returned to the disclosing party or destroyed upon
                           satisfaction of the purpose for the disclosure of
                           such information, or upon request of the party owning
                           such Confidential Information.

                  vi.      The parties may disclose Confidential Information to
                           their attorneys in the course of representation on a
                           matter reasonably requiring the attorneys to receive
                           the Confidential Information and also may disclose
                           Confidential Information to their certified public
                           accountants to the extent necessary to enable those
                           accountants to prepare financial statements or
                           reports required by law.

                  vii.     If any demand is made in litigation, arbitration, or
                           other proceeding for disclosure of Confidential
                           Information, the party upon which the demand is made
                           shall assert this Agreement as a ground for refusing
                           the demand, shall not disclose the Confidential
                           Information and shall provide notice to the owner of
                           such Confidential Information to afford such party
                           the opportunity to seek a protective order or other
                           appropriate relief to prevent or restrict and protect
                           any disclosure of Confidential Information. No party
                           shall not be required to refuse to disclose
                           Confidential Information if disclosure is pursuant to
                           an order of a court or quasi judicial body of
                           competent jurisdiction, or an unopposed subpoena or
                           similar legal proceeding.

                  viii.    The obligation to protect shall last dining the term
                           of this Agreement and for three years afterward
                           unless otherwise agreed in writing.

         c.       EXCEPTIONS. The party disclosing Confidential Information
                  agrees that the receiving party ("Recipient") shall have no
                  obligation with respect to any information which the Recipient
                  can establish:

                  i.       Was already known to Recipient prior to disclosure by
                           the other party:
                  ii.      Was or becomes publicly known through no wrongful act
                           of Recipient or a third party;
                  iii.     Was rightfully obtained by Recipient from a third
                           party without similar restriction and without breach
                           hereof;
                  iv.      Was used or disclosed by Recipient with the prior
                           written authorization of the other party;

                                       7
<PAGE>

                  v.       Was disclosed pursuant to the requirement or request
                           of a governmental agency, which disclosure cannot be
                           made in confidence, provided that in such instance,
                           Recipient shall first give to the other party
                           reasonable notice of such requirement or request; or

                  vi.      Was disclosed pursuant to the order of a court or
                           quasi judicial body of competent jurisdiction or a
                           lawfully issued subpoena, provided that the Recipient
                           shall take reasonable steps to obtain an agreement or
                           order that, to the greatest extent possible, this
                           Agreement will be applicable to all disclosures under
                           the court order or subpoena.

         d.       DISCLOSURE. Notwithstanding anything contained herein to the
                  contrary, if a party is unintentionally exposed to any
                  Confidential Information of the other party, the unintended
                  Recipient agrees that it shall not, directly or indirectly,
                  disclose, divulge, reveal, report or transfer such
                  Confidential Information to any person or entity or use such
                  Confidential Information for any purpose whatsoever.

         e.       REMEDIES. In the event any party believes that the other party
                  has divulged or otherwise used improperly any Confidential
                  Information, such party shall notify the breaching party in
                  writing, specifying with detail the alleged breach, and
                  demanding that the breaching party immediately cease and
                  desist any improper disclosure and cure such breach, if
                  possible. The sole and exclusive remedy for any breach of this
                  section shall be (i) monetary damages according to proof, and
                  (ii) specific performance and injunctive relief ordering the
                  breaching party to cease and desist. A breach of this section
                  shall not be grounds to terminate this Agreement

6.       WORK PRODUCT OWNERSHIP. Company recognizes that Partner may have
         pre-existing ownership rights in certain materials products, software,
         etc. that Partner uses in performing its obligations hereunder. To the
         extent Partner, in performing its obligations hereunder, puts new work
         product or to the extent that Partner's employee or subcontractor
         produces new work product that specifically incorporates any material
         code or programming which belongs to the Company in connection with
         Partner performing its obligations hereunder (collectively, "Work
         Product"), all right and title in and to such Work Product shall be in
         and with the Company. Partner agrees to assign and does hereby
         expressly assign to Company all rights, titles and interests in and to
         all such Work Product in which any material code or programming of
         Company is incorporated. Partner also hereby waives and agrees never to
         assert any moral rights it may have in any such Work Product. Partner
         shall, at Company's request; promptly execute a written assignment of
         title to Company of any or all such Work Product. During and after the
         term hereof, Partner agrees to assist Company, or its designee, at
         Company's expense, in every proper way to secure Company's rights in
         such Work Product in any and all countries and the execution of all
         applications, specifications, oaths, assignments and other instruments
         that Company deems necessary to apply for and obtain such rights and to
         assign and convey to Company, its successors, assigns and nominees the
         sole and exclusive rights, title and interest in and to such Work
         Product. If Company is unable for any reason to secure Partner's
         signature to apply for or to pursue any application for any United
         States or foreign patents or copyright registrations coveting any such
         Work Product, then Partner hereby irrevocably designates and appoints
         Company and its duly authorized officers and agents as Partner's agent
         and attorney-in-fact, to act for and in Partner's behalf and stead to
         execute and file

                                       8
<PAGE>

         any such applications and to do all other lawfully permitted acts to
         further the prosecution and issuance of letters patent or copyright
         registrations thereon with the same legal force and effect as if
         executed by Partner. Partner further acknowledges that all original
         works of authorship that specifically incorporates any material code or
         programming which belongs to the Company and that are made by Partner
         (solely or jointly with others) connection with performing its
         obligations hereunder and that are protectible by copyright are "works
         made for hire," as that term is defined in the U.S. Copyright Act.
         Notwithstanding the foregoing, in no event shall that certain software
         developed by System Universal to manage the multi-level marketing
         business of Partner be construed to be Work Product.

7.       OTHER AGREEMENTS.

         a.       Patent Restrictions. Partner shall not have any liability for
                  a claim alleging that any of the products and services of the
                  Company infringes a U.S. patent or copyright if the alleged
                  infringement is based on information furnished by Company, or
                  if the alleged infringement is the result of a modification
                  made by Company.

         b.       Required Consents. Company agrees to obtain from its vendors
                  any consents relating to applicable third party software,
                  hardware and associated or other facilities and services that
                  are necessary to allow Partner's employees access, review and
                  full use thereof for purposes of performing the services to be
                  provided by Partner hereunder ("Required Consent") Company
                  shall bear the costs, if any, of obtaining all Required
                  Consents.

         c.       Compliance with Laws.

                  i.       General Compliance with Laws. In the performance of
                           services hereunder, each party shall comply with all
                           applicable national, provincial and/or state, county,
                           municipal and local laws, statutes, ordinances,
                           orders, codes, rules and regulations applicable to
                           the Services.

                  ii.      US Government Regulations. Partner work not export,
                           re-export, transfer, or make available, any regulated
                           item or information to anyone outside the U.S. in
                           connection with this Agreement without first
                           complying with all export control laws and
                           regulations which may be imposed by the U.S.
                           Government and any county or organization of nations
                           within whose jurisdiction Partner operates or does
                           business.

8.       LIMITATION OF LIABILITY.

         a.       FORCE MAJEURE. No party to this Agreement shall be liable for
                  damage arising from, or delays in processing or other
                  nonperformance caused by, such events as accidents, fires,
                  telecommunications failures, temporary equipment failures,
                  failures of fluctuation in electrical power, heat, light or
                  air conditioning, labor disputes, strikes, riots, war,
                  governmental regulation, third party nonperformance, acts of
                  God or other causes over which such party has no reasonable
                  control.

                                       9
<PAGE>

         b.       Warranty; Limitation of Liability.

                  i.       LIMITED WARRANTY. Services furnished are in the
                           nature of professional assistance. Partner does not
                           warrant or guarantee in any form the results or
                           achievements of the service provided, except that
                           Partner warrants and represents that the Services
                           performed hereunder shall be performed in a
                           professional manner. THIS LIMITED EXPRESS WARRANTY
                           SPECIFIED ABOVE IS THE ONLY WARRANTY MADE BY PARTNER
                           AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR
                           IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING
                           WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A
                           PARTICULAR PURPOSE.

                  ii.      LIMITATION OF LIABILITY. Each party's aggregate
                           liability to the other on any claims of damages
                           arising out of this Agreement shall be limited to
                           direct damages and shall not exceed the amounts
                           actually paid by Company to Partner hereunder. The
                           parties agree that any claims under this Agreement
                           must be brought within one (1) year of the
                           termination of this Agreement IN NO EVENT SHALL
                           EITHER PARTY BE LIABLE FOR. INDIRECT, EXEMPLARY,
                           INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING
                           FROM THIS AGREEMENT EVEN IF ADVISED OF THE
                           POSSIBILITY OR. LIKELIHOOD OF SUCH DAMAGES.

         c.       Indemnification.

                  i.       INDEMNITY BY PARTNER. Partner shall defend, indemnify
                           and hold harmless Company against any loss,
                           liability, damage or expense incurred by Company as a
                           result of claims, actions or proceedings brought by
                           any third party arising from (a) Partner's failure to
                           perform its obligations under this Agreement,
                           including any failure to obtain Required Consents,
                           (b) a claim for personal injury, damage or other
                           liability to any agent or employee of Partner
                           occurring on Company's premises, except for personal
                           injury or property damage attributable in part to a
                           negligent, reckless or willful act or omission of
                           Partner, (c) Partner's activities which are not in
                           accordance with the provisions of this Agreement; (d)
                           Partner's activities which are not in compliance with
                           applicable laws and regulations; (e) Partner's
                           activities which are based upon any unapproved
                           assertions, errors, omissions or misrepresentations
                           of Partner, including but not limited to those
                           defined in the Representations and Warranties Section
                           above; (f) Partner's activities which are based upon
                           the operation of Partner's business; and (g)
                           Partner's activities which are based upon agreements
                           between Partner and third parties. Company shall
                           promptly notify Partner if any such claim is brought.
                           Partner shall indemnify Company against its
                           reasonable attorneys' fees and any money damages or
                           costs awarded in respect of any such claim(s) and any
                           suit raising any such claim(s). Company agrees to
                           cooperate with said defense by complying with
                           Partner's reasonable instructions and requests to
                           Company in erection with said defense. The
                           indemnification provided in this section shall not
                           extend to any infringement of intellectual property
                           rights resulting in the use of work not reasonably
                           contemplated or authorized by Partner, or through
                           army modification or alteration to said work made by
                           Company without Partner's written consent.

                                       10
<PAGE>

                  ii.      INDEMNITY BY COMPANY. Company shall defend, indemnify
                           and hold harmless Partner against any loss,
                           liability, damage or expense incurred by Partner as a
                           result of claims, actions or proceedings brought by
                           any third party arising from (a) Company's failure to
                           perform its obligations under this Agreement,
                           including any failure to obtain Required Consents,
                           (b) a claim for personal injury, damage or other
                           liability to any agent or employee of Company
                           occurring on Partner's premises, except for personal
                           injury or property damage attributable in part to a
                           negligent, reckless or willful act or omission of
                           Company, (c) Company's activities which are not in
                           accordance with the provisions of this Agreement; (d)
                           Company's activities which are not in compliance with
                           applicable laws and regulations; (e) Company's
                           activities which are based upon any unapproved
                           assertions, errors, omissions or misrepresentations,
                           of Company, including but not limited to those
                           defined in the Representations and Warranties Section
                           above; (f) Company's activities which are based upon
                           the operation of Company's business; and (g)
                           Company's activities which are based upon agreements
                           between Company and third parties. Partner shall
                           promptly notify Company if any such claim is brought.
                           Company shall indemnify Partner against its
                           reasonable attorneys' fees and any money damages or
                           costs awarded in respect of any such claim(s) and any
                           suit raising any such claim(s). Partner agrees to
                           cooperate with said defense by complying with
                           Company's reasonable instructions and requests to
                           Partner in connection with said defense.

9.       MISCELLANEOUS.

         a.       REQUIRED NOTICES. Junum and Partner each respectively agrees
                  to make reasonable efforts to promptly provide notice to the
                  other of any notifications received from governmental
                  authorities regarding any consumer complaints or other matters
                  pertaining to this Agreement.

         b.       GOVERNING LAW; CONSENT TO JURISDICTION.

                  i.       The interpretation and construction of this
                           Agreement; and all matters relating hereto, shall be
                           governed by the laws of the State of California
                           applicable to contracts made and to be performed
                           entirely within the State of California. In the event
                           of litigation, the prevailing party shall be entitled
                           to reasonable attorneys' and experts' fees and all
                           other costs of litigation.

                  ii.      Each of the parties agrees that any legal action or
                           proceeding with respect to this Agreement may be
                           brought in the Courts of the State of California or
                           the United States District Court for the Central
                           District of California, and, by execution and
                           delivery of this Agreement, each party hereto hereby
                           irrevocably submits itself in respect of its
                           property, generally and unconditionally, to the
                           non-exclusive jurisdiction of the aforesaid courts in
                           any legal action or proceeding arising out of this
                           Agreement. Each of the parties hereto hereby
                           irrevocably waives any objection which it may now or
                           hereafter have to the laying of venue of any of the
                           aforesaid

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                           actions or proceedings arising out of or in
                           connection with this Agreement brought in the courts
                           referred to in the preceding sentence. Each party
                           hereto hereby consents to process being served in any
                           such action or proceeding by the mailing of a copy
                           thereof to the address set forth opposite its name
                           below and agrees that such service upon receipt shall
                           constitute good and sufficient service of process or
                           notice thereof. Nothing in this paragraph shall
                           affect or eliminate any right to serve process in any
                           other manner permitted by law. Each party waives
                           trial by jury. If any legal action or other
                           proceeding is brought for the enforcement of this
                           Agreement, or because of an alleged dispute, breach,
                           default or misrepresentation or connection with any
                           of the provisions of this Agreement, the prevailing
                           pasty shall be entitled to recover reasonable
                           attorneys' fees and other cost incurred in that
                           action or proceeding, including travel costs, in
                           addition to any other relief to which it may be
                           entitled.

         c.       ENTIRE AGREEMENT. This Agreement represents the entire
                  understanding between Partner and Junum with respect to the
                  matters contained herein. The Exhibits referenced herein,
                  including without limitation Exhibit A, are a part of this
                  Agreement as if fully set forth herein. All references herein
                  to Sections, subsections, clauses and Exhibits shall be deemed
                  references to such parts of this Agreement, unless the context
                  shall otherwise require.

         d.       WAIVER. No course of dealing or any delay or failure to
                  exercise any right hereunder on the part of any party thereto
                  shall operate as a waiver of such right or otherwise prejudice
                  the rights, powers or remedies of such party.

         e.       SEVERABILITY. If any provision of this Agreement is held to be
                  unenforceable, then both parties shall be relieved of all
                  obligations arising wider such provision, but only to the
                  extent that such provision is unenforceable, and this
                  Agreement shall be deemed amended by modifying such provision
                  to the extent necessary to make it enforceable while
                  preserving its intent or, if that is in possible, by
                  substituting another provision that is enforceable and
                  achieves substantially the same objective and economic result.
                  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH PROVISION OF
                  THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY,
                  DISCLAIMER OF WARRANTIES, INDEMNIFICATION OR EXCLUSION OF
                  DAMAGES OR OTHER REMEDIES IS INTENDED TO BE ENFORCED AS SUCH.
                  FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE
                  EVENT ANY REMEDY UNDER THIS AGREEMENT IS DETERMINED TO HAVE
                  FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY
                  AND EXCLUSIONS OF DAMAGES OR OTHER REMEDIES SHALL REMAIN IN
                  EFFECT.

         f.       SURVIVAL OF PROVISIONS. Sections 5 and 8 of this Agreement
                  shall survive any termination or expiration of this Agreement
                  for a period of one year following such termination or
                  expiration.

         g.       INDEPENDENT CONTRACTOR. The services rendered pursuant to this
                  Agreement are for a

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<PAGE>

                  specified remuneration for a specified result, and Partner is
                  under the control of Company as to the result of the services
                  only, and not as to the means by which such result is
                  accomplished. Company acknowledges that Partner is an
                  independent contractor and that:

                  i.       Company is under no obligation to Partner to maintain
                           public, professional, product, or other liability
                           insurance to cover risks, if any, to Partner.

                  ii.      Partner is excluded from the benefits of state
                           workers' compensation insurance. To the extent
                           desired by Partner, adequate levels of medical and
                           disability insurance coverage should be maintained to
                           provide benefits in the event that Partner or
                           Partner's employees or agents sustain injuries while
                           performing services pursuant to this Agreement
                           Partner is also excluded from receiving state
                           unemployment and disability insurance benefits.

                  iii.     Company shall not make deductions from the
                           compensation of Partner for federal or state income
                           tax withholding, Federal Insurance Contribution Act,
                           state disability funds, or Federal Unemployment Tax
                           Act.

                  iv.      Partner is excluded from coverage of state and
                           federal labor laws that regulate the payment of
                           wages, including but not limited to, minimum wage and
                           overtime provisions.

                  v.       Notwithstanding anything to the contrary herein,
                           Partner (i) shall maintain the right to perform
                           services for others during the term of this Agreement
                           (subject to the confidentiality provisions set forth
                           in this Agreement), (ii) shall furnish all equipment
                           and materials used to provide the services required
                           by this Agreement, except to the extent that
                           Partner's work must be performed on or with systems
                           belonging to Company or its customers, and (iii)
                           shall be responsible for paying all ordinary and
                           necessary expenses of its staff.

                  vi.      Nothing contained in this Agreement shall be
                           construed to (a) give any party the power to direct
                           and control the day-to-day activities of the other;
                           or (b) constitute such parties as partners, joint
                           ventures, co-owners or otherwise as participants in a
                           joint or common undertaking or (c) make either party
                           an agent of the other for any purpose whatsoever.
                           Neither party nor their agents or employees are the
                           representatives of the other for any purpose, and
                           neither has power or authority to act as agent,
                           employee to represent, to act for, bind, or otherwise
                           create or assume any obligation an behalf of the
                           other.

         h.       ASSIGNABILITY. This Agreement shall bind the parties and their
                  successors and permitted assigns. Partner may not assign this
                  Agreement without the prior written consent of Junum, which
                  shall not be unreasonably withheld. Upon giving prior notice
                  thereof to Partner, Junum may assign this Agreement to any
                  parent, subsidiary or affiliate of Junum. Other assignments
                  shall require Partner's prior written consent, which Partner
                  shall not unreasonably withhold, condition, or delay; provided
                  that Junum may freely assign its rights to any compensation
                  due to Junum under this Agreement. Notwithstanding the
                  foregoing, either party may assign this Agreement in
                  connection with the sale of all or substantially all of the
                  assets or business of that party.

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<PAGE>

         i.       NOTICES. Any notice required or permitted hereunder shall be
                  in writing and shall be given by personal service or certified
                  mail return receipt requested, to the addresses of the parties
                  as they appear below, or as changed through written notice to
                  the other party. All notices, demands and other communications
                  required or permitted hereunder shall be deemed to have been
                  duly given when delivered by hand, or, if mailed five (5)
                  business days after deposit in the mail, return receipt
                  requested directed to the following addresses or to such other
                  additional addresses as any party might designate by written
                  notice to the other party.

                           To Partner:
                           12458 Presilla Road
                           Camarillo, California 93012


                           To Junum, Inc.:
                           1590 Corporate Drive
                           Costa Mesa, California 92626

         j.       AMENDMENT. This Agreement may not be modified or amended
                  except upon the written consent of both parties hereto.

         k.       FURTHER ASSURANCES. Each party agrees to execute all such
                  further instruments and to take all such actions as the other
                  party may reasonably require in order to effectuate the terms
                  and purposes of this Agreement.

         l.       HEADINGS. Captions and headings in this Agreement are for
                  convenience only, and are not to be deemed part of this
                  Agreement.

         m.       INTERPRETATION. The parties agree that this Agreement shall be
                  fairly interpreted in accordance with its terms without any
                  strict construction in favor of or against either party and
                  that ambiguities shall not be interpreted against the drafting
                  party. Where agreement, approval, acceptance, consent or
                  similar action by either party is required by any provision of
                  this Agreement, such action shall not be unreasonably delayed
                  or withheld, unless specifically permitted by this Agreement.

         n.       DEFINED TERMS. Defined terms used herein are equally
                  applicable to the singular and plural forms as appropriate.

         o.       COUNTERPARTS. The parties may execute this Agreement in one or
                  more counterparts hereto. All counterparts shall be construed
                  together and shall constitute one Agreement. The parties agree
                  to accept a telecopy of any executed signature page as
                  evidence that a counterpart has been executed by a party and
                  that the Agreement is binding as to that party.

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<PAGE>

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date set forth above.



JUNUM, INC.                                       PARTNER:

By: /S/ David B. Coulter                          By: /S/ L. Thompson
    ---------------------------                       --------------------------

Name:  David B. Coulter                           Name:  L. Thompson

Title:  Chief Executive Officer                   Title:  Chairman


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