EXHIBT 10.13


                               Intercallnet, Inc.
                                       and
                      Informed Communications Systems, Inc.


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                           MASTER SERVICES AGREEMENT

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         This Agreement made this 20th day of August 2001 between Informed
Communication Systems, Inc. ("ICS") with principal offices located at 2200 West
Commercial Blvd., Suite 305, Fort Lauderdale, Florida, 33309 and Intercallnet,
Inc., ("ICN") with principal offices at 6340 N.W. 5th Way, Fort Lauderdale, FL
33309 (collectively referred to as the "Parties").

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

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

         NOW THEREFORE, in consideration of the mutual promises and obligations
of ICS 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 ICS 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 approved by ICS, in an attachment to this
         Agreement accepted by ICN. These Operating Procedures may from time to
         time be modified in writing by ICS, 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. Nothing herein shall
         be construed to obligate ICS to generate Operating Procedures. ICS
         shall only be obligated to pay ICN under the terms and conditions of
         fully executed Operating Procedures attached hereto and made a part
         hereof.

   2.    When ICS or it's client 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. ICS will also assist with the development
         of mutually approved scripts, 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 ICS. 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 ICS's choice to ICS at ICS's expense provided ICN has been
         paid in full for all work performed under this Agreement.

   3.    ICN acknowledges ICS'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 ICS on ways to improve the script
         and other calling materials;

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

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

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

         E. Allow ICS 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 ICS program is silently monitored once per shift;

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

         H. Not subcontract the production of any ICS program.

   4.    ICN will provide ICS with complete daily call report information by 10
         AM EST each business day in the format requested by ICS and shall
         provide weekly deliveries of all 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 ICS organization.

   5.    ICS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR GUARANTEES AS TO THE
         VOLUME OF TELEMARKETING SERVICES THAT ICS 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 ICS
         program pursuant to the following conditions:

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

         B. ICS 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. ICS'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, ICS 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 ICS and ICN will become part of
         this Agreement as Addendum A.

   8.    ICN will indemnify, hold harmless and defend ICS against any claim,
         loss or judgment (including reasonable attorney fees) which ICS may
         sustain as a result of any claim, suit or proceedings made or brought
         against ICS 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 ICS or ICS's Client, or any illegal practices or
         misuse of Confidential Information by ICN or ICN's phone agents. ICS
         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 ICS, or ICN's use of any

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         Client approved script provided such use is in accordance with ICS
         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 ICS for telemarketing and
         attendant support services. Any changes in price or fee structure must
         be approved by ICS in writing.

   10.   It is specifically understood that ICS is a project management company
         and has the sole right to bill and receive payment for services
         directly from the CLIENT. ICS shall remit to ICN payments of amounts
         due for services described in the Program Attachment within 30 days of
         receipt by ICS 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, ICS 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 ICS 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 a
         subcontractor of ICS for the purposes of contracted, and negotiated
         telemarketing, database management, and business development
         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 ICS
         for which ICN has performed services on behalf of ICS, for a period of
         one year from the termination of this Agreement, without ICS's written
         consent.

   15.   This Agreement supersedes any previous written or oral Agreement
         between ICS 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 ICS:                 Informed Communication Systems, Inc.
                                    2200 West Commercial Blvd.
                                    Suite: 305
                                    Fort Lauderdale, Florida 33309
                                    Attention: Mitch Kass

                                                                               3


<PAGE>

         If to ICN:                 Intercallnet, Inc.
                                    6340 Northwest 5th Way
                                    Fort Lauderdale, Florida 33309
                                    Attention: George A. Pacinelli

   17.   The parties agree that any litigation, controversy or claim arising out
         of or relating to this Agreement, or any dispute arising out of the
         interpretation or application of this Agreement, shall be conducted
         exclusively by a court of competent jurisdiction in Broward County,
         Florida. This agreement shall be construed under Florida law. If the
         parties mutually agree, the parties may enter into non-binding
         mediation of any dispute hereunder.

   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 60 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.
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/s/ George A. Pacinelli                      August 20, 2001
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Signed                                       Date

Name & Title GEORGE A. PACINELLI, PRESIDENT
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For: Informed Communication Systems, Inc.

/s/ Mitch Kass                               August 20, 2001
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Signed                                       Date

Name & Title MITCH KASS, VICE PRESIDENT
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