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                                                                   EXHIBIT 12.1

                    TERMINATION AND MUTUAL RELEASE AGREEMENT


        THIS AGREEMENT is entered into and dated as of August 4, 1998, by and
among Compressent Corporation, a Florida corporation ("Compressent"), Call Now,
Inc., a Florida corporation ("Call Now"), and William Allen, an individual
residing in the State of Florida ("Allen").

                                    RECITALS

     A. Call Now, an early stage venture capital investor in Compressent, owns
shares of the common stock of Compressent and has warrants or options for the
purchase of additional shares of the common stock of Compressent.

     B. Except as set forth in Compressent's shareholder list maintained by the
stock transfer agent, Allen owns no shares of the common or preferred stock of
Compressent and has no warrants or options for the purchase of shares of the
common or preferred stock of Compressent.

     C. Allen is now a member of the Board of Directors of Compressent.

     D. On or about February 3, 1998, Compressent secured a $10,000,000.00 line
of credit from Call Now in return for payment of a commitment fee of $400,000
within thirty days of the first draw ("Line of Credit Agreement"). In connection
with the Line of Credit Agreement, Call Now received a stock purchase warrant
for 500,000 shares of Compressent common stock.

     E. On or about February 3, 1998, Compressent entered into a Preferred Stock
and Warrant Purchase Agreement with Call Now whereby Compressent agreed to sell
56,000 shares of its redeemable convertible Series A Preferred Stock ("Preferred
Stock") and a warrant to purchase up to 500,000 shares of Compressent common
stock to Call Now ("Preferred Stock Agreement").

     F. The purchase price for the Preferred Stock and warrant under the
Preferred Stock Agreement paid by Call Now was $3,500,000.00 and was paid in the
form of Retama Park Racetrack Project Special Facilities Series A Revenue Bonds
with a face value of $3,500,000.00 ("Retama Bonds").

     G. On March 10, 1998, Compressent entered into a loan agreement with Howe,
Solomon & Hall, Inc., a New Jersey corporation ("HSH") to borrow $2,000,000.00
principal at 10% per annum ("HSH Loan"). The loan was secured by the Retama
Bonds. In connection with the HSH Loan, Compressent and HSH entered into a
"Financial Advisory Agreement" whereby Compressent agreed to pay to HSH warrants
for 100,000 shares of Compressent common stock immediately exercisable by HSH
for $6.25 per share in exchange for financial advice.

     H. On May 20, 1998, Compressent and Call Now entered into an agreement
which rescinded the February 3, 1998, Preferred Stock Agreement. Pursuant to
this rescission agreement, Call Now agreed to return to Compressent all issued
shares of Preferred Stock and the


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stock purchase warrant. Compressent, in turn, agreed to return or cause to be
returned the Retama Bonds to Call Now. Call Now agreed to assume all obligations
of Compressent under the terms of the HSH Loan, including the Financial Advisory
Agreements between Compressent and HSH made in connection with the HSH Loan.
Finally, Compressent agreed to issue 1,333,333 shares of its common stock to
Call Now.

     I. On May 20, 1998, Compressent and Call Now entered into an agreement
which terminated the February 3, 1998, Line of Credit Agreement, canceled the
associated stock purchase warrant issued to Call Now, and released Compressent
from any commitment fee and all other payments due Call Now in connection with
that Line of Credit Agreement.

     J. Compressent believes it has claims against either one or both of Call
Now and Allen arising from the actions of each of Call Now and Allen. Call Now
and Allen believe they have claims against Compressent.

     K. The parties desire to modify their existing relationship as set forth
below to resolve all disputes between them and to allow Compressent to pursue
additional financing.

     THEREFORE, in consideration of the mutual promises and other consideration
stated in this Agreement, the parties agree as follows:

1.   Terminated Undertakings. Except for this Agreement, and any other agreement
     attached hereto or referred to herein as an exhibit to this Agreement, the
     parties hereby terminate all written and oral agreements, representations
     and undertakings between, on the one hand, either one or both of Call Now
     and Allen, and on the other hand, Compressent to the extent not already
     rescinded, terminated or canceled, including, without limitation, the
     following "Terminated Agreements":

     a)   The February 3, 1998, Line of Credit agreement by and between Call Now
          and Compressent and its connected stock purchase warrant for the
          purchase of 500,000 shares of common stock of Compressent Corporation,

     b)   The February 3, 1998, Preferred Stock Agreement for the purchase of
          56,000 shares of Compressent Convertible Preferred Stock and its
          connected stock purchase warrant for purchase 500,000 shares of
          Compressent common stock in return for Retama Bonds with a face value
          of $3,500,000.00.

2.   Return of Preferred Stock. Call Now hereby confirms that it does not own,
     possess, or control any Compressent Preferred Stock and all such
     Compressent Preferred Stock to be issued to Call Now pursuant to the
     February 3, 1998 Preferred Stock Agreement was never issued and delivered
     to Call Now.

3.   No Previous Assignment. Except as set forth in paragraph 5(e) below with
     respect to HSH, Call Now and Allen, jointly and severally, hereby represent
     and warrant that no agreement, representation or undertaking between Call
     Now or Allen and Compressent, including any agreement referred to in this
     Agreement, has been transferred, assigned, 


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     pledged or encumbered in any way whatsoever, directly or indirectly, by
     absolute or partial conveyance, option, warrant or otherwise.

4.   Mutual Release. Except for the rights and obligations of the parties under
     this Agreement and all other agreements incorporated herein by reference
     and not terminated under paragraph 1 above,

     a)   Compressent hereby forever releases, remises, acquits and discharges
          Call Now and Allen, and

     b)   Call Now and Allen hereby jointly and severally release, remise,
          acquit and discharge Compressent,

of and from any and all obligations, liens, claims, demands, damages,
liabilities, suits, actions and causes of action of whatsoever kind, nature of
description, present and future, now known or hereafter discovered, whether
arising in law or equity, upon contract, tort or warranty, or under state or
federal law or laws or under common law, or otherwise, which the respective
releasor has had, now has, or hereafter may have, or claim to have, against any
one or more of the respective releasees for or by reason of any act, omission,
matter, cause, or thing whatsoever, from the beginning of time to the date of
this Agreement, whether the lien, claim, demand, damage, liability, suit, action
or cause of action is known or unknown and whether the same may hereafter arise,
develop, be discovered, accrue or mature, relating to, but not limited to the
following:

     c)   any one or more of the Terminated Agreements or any breach or
          nonperformance thereof by any party thereto,

     d)   conduct of Allen in any way related to his duties as an officer or
          director of Compressent, except for such conduct which violates any
          applicable federal, state or local law, rule or regulation which is
          expressly not released under this Agreement,

     e)   any and all other liens, claims, demands, damages, liabilities, suits,
          actions and causes of action arising from any act or omission or from
          any undertaking terminated in paragraph 1 above or any breach thereof,

     f)   any and all obligations of Call Now or Allen to contribute capital or
          to make advances to or for the benefit of Compressent,

     g)   any and all obligations of Compressent to contribute capital or to
          make advances to or for the benefit of Call Now or Allen, and

     h)   any loans, advances, goods or services or other thing of value
          whatsoever of any kind provided by the releasor to or for the benefit
          of any releasee relating in any way to Compressent.


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5.   Call Now and Allen - Additional Obligations. Call Now and Allen, as the
     case may be, agree to the following:

     a)   Upon the arranging for the issuance of the Compressent shares pursuant
          to paragraph 6(b) below, Allen will immediately submit his resignation
          as a member of the Board of Directors to Compressent via facsimile and
          certified mail in form and substance similar to the resignation
          attached hereto as Exhibit A and incorporated herein by this
          reference;

     b)   Call Now hereby assumes and agrees to pay and perform and further
          confirms and ratifies its assumption of all of Compressent's
          obligations under the terms of the HSH Loan, including any Financial
          Advisory Agreements between Compressent and HSH. Call Now will
          continue to cause Compressent to be removed as maker or obligor under
          the terms of the HSH Loan and related loan documents;

     c)

     d)   Call Now and Allen will each assign to Harris & Hull, pllc, in trust
          for Compressent all of Call Now's voting rights arising from its
          ownership or control of any and all shares of Compressent common or
          preferred stock, for a two year period commencing on the date of this
          Agreement, pursuant to a Voting Rights Assignment Agreement the terms
          and conditions of which will be mutually agreed upon; and

     e)   Call Now will surrender for cancellation or cause to be surrendered
          for cancellation to Compressent all shares and warrants of Compressent
          stock previously held or possessed by HSH or International Trading
          Group, Inc. as described in Exhibit 8.15 of the Call Now Form 10-KSB
          dated December 31, 1997 filed with the Securities and Exchange
          Commission in July 1998.

6.   Obligations of Compressent - Additional Obligations. Compressent agrees to
     the following:

     a)   Compressent hereby confirms and ratifies its transfer of all right,
          title and interest of Compressent in and to the Retama Bonds to Call
          Now,;

     b)   Compressent will instruct the transfer agent to arrange for the issue
          of 500,000 shares of Compressent common stock to Call Now within five
          (5) days of the execution of this Agreement by Allen and Call Now in
          consideration of Allen's release in paragraph 4 above. Such shares
          will be registered for sale in the first registration statement under
          the Securities Act of 1933 and blue sky laws of Compressent which
          includes shares being sold by any shareholder of Compressent after May
          1, 1999;


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     c)   Compressent agrees to take such actions as are reasonably requested by
          Call Now to complete the transfer of the Retama Bonds to Call Now;

     d)   Compressent will maintain Allen's director's and officer's insurance
          coverage by Compressent relating to Allen's service to Compressent as
          a director to the fullest extent permitted by Compressent's existing
          articles and by-laws under Florida law (and incorporated herein by
          this reference) and subject to approval by Compressent's insurers. In
          addition, Compressent agrees not to modify ex post its by-laws as they
          relate to the indemnification of Allen as a then present or former
          director or officer of Compressent; and

     e)   Compressent will pay Call Now, Inc. a ten percent (10%) commission on
          net amounts received by Compressent from AmTote pursuant to any
          agreement between Compressent and AmTote arising out of AmTote
          providing services to OTB for off track betting video techology,
          within thirty (30) days of Compressent's receipt of such funds.

     f)   Within five days after the execution of this Agreement, to extent
          permitted by law, Compressent will instruct its transfer agent to
          remove the restrictive legend on all Compressent shares owned by Allen
          or Call Now in excess of two years.

7.   Representations and Warranties of Call Now. In addition to the
     representations and warranties set forth elsewhere herein, Call Now hereby
     makes the following representations and warranties to Compressent:

     a)   Shares Owned Directly and Indirectly. Except for those shares of
          Compressent common and preferred stock now held of record in its name
          with the stock transfer agent, Call Now has no common or preferred
          shares of Compressent and has no options, warrants or rights regarding
          any common or preferred shares of Compressent.

     b)   Corporate Existence and Power. Call Now is a corporation duly
          incorporated, validly existing, and in good standing under the laws of
          the State of Florida and has full corporate power and authority to
          transact business in the corporate form in that state and to enter
          into this Agreement and carry out the transactions provided for
          herein. The execution and delivery of this Agreement does not and the
          consummation of the transactions contemplated herein will not violate
          any provision of its Articles of Incorporation or Bylaws, or any
          provision of or result in accelerating of any obligation under any
          mortgage, lien, lease, agreement, instrument, order, arbitration
          award, judgment, or decree to which it is a party, or by which it is
          bound, and will not violate any other restriction of any kind or
          character to which it is subject.

     c)   Board of Directors Approval. Call Now's Board of Directors has duly
          approved this Agreement and has authorized the execution and delivery
          of this Agreement and all related agreements, documents and
          instruments.


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     d)   Disclosure. No representation or warranty by Call Now contained in
          this Agreement, and nothing contained in any instrument or certificate
          furnished or to be furnished by it or any of its representatives
          pursuant to this Agreement or in connection with the transactions
          contemplated hereby, contains or will contain any untrue or misleading
          statement of fact.

     e)   Brokers and Finders. Call Now has not employed any investment banker,
          broker or finder, or incurred any liability for any brokerage fees,
          commissions or finders fees in connection with the transactions
          contemplated by this Agreement.

8.   Representations and Warranties of Compressent. In addition to
     representations and warranties set forth elsewhere herein, Compressent
     makes the following representations and warranties to Call Now and Allen:

     a)   Corporate Existence and Power. Compressent is a corporation duly
          incorporated, validly existing, and in good standing under the laws of
          the State of Florida and has full corporate power and authority to
          transact business in the corporate form in that state and to enter
          into this Agreement and carry out the transactions provided for
          herein. The execution and delivery of this Agreement does not and the
          consummation of the transactions contemplated herein will not violate
          any provision of its Articles of Incorporation or Bylaws, or any
          provision of or result in the acceleration of any obligation under any
          mortgage, lien, lease, agreement, instrument, order, arbitration
          award, judgment, or decree to which it is a party, or by which it is
          bound, and will not violate any other restriction of any kind or
          character to which it is subject.

     b)   Board of Directors Approval. Compressent's Board of Directors has duly
          approved this Agreement and has authorized the execution and delivery
          of this Agreement and all related agreements, documents and
          instruments.

     c)   Disclosure. No representation or warranty by Compressent contained in
          this Agreement, and nothing contained in any instrument or certificate
          furnished or to be furnished by it or any of its representatives
          pursuant to this Agreement or in connection with the transactions
          contemplated hereby, contains or will contain any untrue or misleading
          statement of fact.

     d)   Brokers and Finders. Compressent has not employed any investment
          banker, broker or finder, or incurred any liability for any brokerage
          fees, commissions or finders fees in connection with the transactions
          contemplated by this Agreement.

9.   Representations and Warranties of Allen. In addition to representations and
     warranties set forth elsewhere herein, Allen makes the following
     representations and warranties to Compressent:


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     a)   Shares Owned Directly and Indirectly. Except as set forth on Recital
          B, Allen has no common or preferred shares of Compressent and has no
          options, warrants or rights regarding any common or preferred shares
          of Compressent.

     b)   Power and Authority. Allen has full power and authority to enter into
          this Agreement and to carry out the transactions provided for herein.
          The execution and delivery of this Agreement does not, and the
          consummation of the transaction contemplated herein will not, violate
          any provision of or result in accelerating any obligation under any
          mortgage, lien, lease, agreement, instrument, order, arbitration
          award, judgment, or decree to which he is a party, or by which he is
          bound, and will not violate any other restriction of any kind or
          character to which he is subject.

     c)   Disclosure. No representation or warranty by Allen contained in this
          Agreement, and nothing contained in any instrument or certificate
          furnished or to be furnished by him or any of his representatives
          pursuant to this Agreement or in connection with the transactions
          contemplated hereby, contains or will contain any untrue or misleading
          statement of fact.

     d)   Brokers and Finders. Allen has not employed any investment banker,
          broker or finder, or incurred any liability for any brokerage fees,
          commissions or finders fees in connection with the transactions
          contemplated by this Agreement.

10.  Access and Information/Reliance. Compressent, Call Now and Allen and their
     respective accountants, legal counsel, and other representatives and agents
     have each had full access and opportunity to examine and investigate all
     properties, assets, liabilities, books, contracts, commitments,
     undertakings and records of each other. Neither Allen nor any officer of
     Compressent or Call Now will be deemed to have knowledge of any information
     or fact in any of the above-described items unless that officer had actual
     knowledge thereof on the date of this Agreement. No party hereto is relying
     on any agreement, statement, representation or warranty of any other party
     or any other person or entity in entering into this Agreement and the
     transactions contemplated hereby other than those set forth in this
     Agreement (including exhibits, addenda, agreements, instruments,
     certificates and other writings delivered pursuant hereto or in connection
     herewith).

11.  Intent. The undersigned agree that the Mutual Release set forth in
     paragraph 4 above and the giving of consideration therefor does not
     constitute an admission of liability by any one or more of the releasees,
     and is given in full settlement and compromise of doubtful and disputed
     claims, present and future, known and unknown and is also intended to
     release any and all future injury and damage including effects or
     consequences thereof, not now known but which may later develop or be
     discovered, and all causes of action therefor, and a part of the
     consideration is given and received by each respective releasee and
     releasor in satisfaction of unknown liens, claims, injury and damage.

12.  Bound and Remitted Persons. The foregoing Mutual Release set forth in
     paragraph 4 above extends to and releases and binds and inures to the
     benefit of each respective 


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     releasee and releasor, as the case may be, and in the case of corporations,
     all its shareholders, directors, officers, employees, underwriters,
     lenders, beneficiaries, attorneys, agents, assigns, successors,
     subsidiaries, affiliated and connected corporations, companies and
     entities, and in the case of persons, all their marital communities, heirs,
     executors, administrators, personal representatives, underwriters,
     beneficiaries, attorneys, agents, and assigns.

13.  Miscellaneous.

     a)   Choice of Law. This Agreement is made with reference to and is
          intended to be construed in accordance with the laws of the State of
          California without reference to its conflict of law provisions. The
          parties agree that the exclusive jurisdiction and venue of any suit
          will be in U.S. District Court in San Jose, California or San
          Francisco, California, unless the federal court declines jurisdiction
          in which such jurisdiction will be the state court in San Jose,
          California.

     b)   Waiver and Modification. The failure of any party hereto to require
          strict performance of any provision hereof will not in any manner
          limit the right of that party at a later time to enforce the same. No
          waiver by any party of the breach of any term or covenant contained in
          this Agreement will be deemed to be a release or limit any liability
          resulting from the breach. No waiver of any nature, whether by
          conduct, course of dealing, or otherwise, in any one or more instances
          will be deemed to be or construed as a continuing waiver of any such
          condition or breach or as a waiver of any other condition or of any
          other breach of any other term or covenant of this Agreement.

     c)   Successors in Interest. This Agreement is and will be binding upon and
          is and will inure to the benefit of the successors and assigns of the
          parties. No party hereto may assign any of its rights or obligations
          under this Agreement without the prior written consent of all of
          Compressent, Call Now and Allen, except to a successor to at least 80%
          of the business and assets of the assignor in which case both assignor
          and assignee will be and remain jointly and severally liable to pay
          and perform all indebtedness, liabilities and obligations of the
          assignor under this Agreement.

     d)   Entire Agreement. This Agreement contains the entire agreement between
          the parties hereto with respect to the subject matter hereof and
          supersedes all prior negotiations and agreements. There are no
          representations, warranties understandings, or agreements other than
          those expressly set forth herein. Time is expressly declared to be of
          the essence of this Agreement.

     e)   Exhibits. Exhibits, schedules and addenda attached to this Agreement
          and any other agreements, documents, instruments and certificates
          delivered in connection with this Agreement are expressly made a part
          of this Agreement as fully as though completely set forth in it. All
          references to this Agreement either in the Agreement itself or in any
          of such writings will be deemed to refer to and include this 


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          Agreement and all such exhibits, schedules, addenda, agreements,
          documents, instruments and certificates. Any breach of or default
          under any provision of any such writings will, for all purposes,
          constitute a breach or default under this Agreement and all other such
          writings.

     f)   Execution by Counterpart. This Agreement may be executed separately or
          independently in any number of counterparts, each and all of which
          together will be deemed to have been executed simultaneously and for
          all purposes to be one agreement.

     g)   Captions. The respective captions of the sections and paragraphs
          hereof are inserted for convenience of reference only and will not be
          deemed to modify or otherwise affect in any respect any of the
          provisions hereof.

     h)   Dispute Resolution Expenses. The prevailing party in any action,
          proceeding or lawsuit arising out of the enforcement of any term or
          condition of this Agreement will be entitled to an award of attorneys'
          fees, costs and expenses.

     EXECUTED as of the date first above written.


COMPRESSENT CORPORATION                     CALL NOW, INC.


By:                                         By:
   ---------------------------------           ---------------------------------
   Its:                                        Its:
       -----------------------------               -----------------------------



/s/ WILLIAM ALLEN
------------------------------------
William Allen, Individually


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                                    EXHIBIT A

                          Resignation of William Allen





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August 4, 1998

To:  The Shareholders and the Board of Directors of Compressent Corporation.

From:  William Allen.

I hereby resign as a director of Compressent Corporation effective immediately.



/s/ WILLIAM ALLEN
-------------------------
William Allen




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