EXHIBIT 10.4
                                 XXXXXXXXXXXXXXX

                         FLAT RATE - SERVICES AGREEMENT
                         ------------------------------


     THIS AGREEMENT  ("Agreement"),  dated as of March 21, 2001, is entered into
by and between Pipeline Technologies,  Inc. with its principal place of business
at   1001   Kings    Avenue,    Jacksonville,    FL   32207    ("Agent"),    and
XXXXXXXXXXXXXXXXXXXXX,    with   its    principal    place   of    business   at
XXXXXXXXXXXXXXXXXXXX ("Provider").

                                    RECITALS
                                    --------

     A.   Provider is in the  business of  providing  Services  (as that term is
          defined in Section 1.1 and 1.12 below); and

     B.   Agent desires to purchase  Prepaid Calling  Services from Provider for
          resale to End-Users (as that term is defined in Section 1.15 below).

Accordingly,  in  consideration  of the  recitals  and the mutual  promises  and
covenants contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

1.   Definitions.
     -----------

     1.1. "Domestic  Services"  or  "Services"  means  local  and long  distance
          telephone  to  telephone  telecommunications  services  originated  by
          End-Users or  Residential  Customers via an "800" access or DID number
          in the United States, and all  telecommunications  services terminated
          domestically.

     1.2. "Prepaid  Calling  System" or "System"  means an  intelligent  network
          comprised of software,  computer  platforms,  underlying  transmission
          switches, and other facilities that provide the Services, store active
          PINs,  control  network  access,  manage Card Holder account  balances
          based on usage,  inform  Card Holder of account  balances  and dialing
          instructions in multiple languages,  playback prerecorded  advertising
          messages, and bridge calling and called stations.

     1.3. "Residential  Customer"  means  the use of our ANI  based  origination
          product.

     1.4. "Card Holder" means the Agent's customers who are the end-users of the
          pre-paid Cards used to obtain Services.

     1.5. "Underlying  Carrier"  means the  communications  carrier which may be
          providing  international,  interstate,  intrastate,  and "800"  number
          communications  services to Provider,  which in turn provides the same
          to Agent.

     1.6. "Pricing"  means the Agent costs per minute as outlined in the pricing
          schedule set forth in "Exhibit A".

     1.7. "PIN" means a  numerical  sequence  of random  numbers  issued to each
          pre-paid  calling  Card  ("Card")  by Agent for each  prepaid  account
          established  for each Card Holder who has purchased a Card from Agent,
          which PIN will be used for  identification  when  accessing  each Card
          Holder's account, and allows use of Prepaid Calling Services.

     1.8. "Renewals or  Recharges"  means  amounts,  which are added to cards by
          End-Users after they are issued.

     1.9. "Breakage" means the unused amount on each PIN account when it expires
          and is deactivated by Agent. PINs shall expire as mutually agreed.

     1.10."Custom Branding" means a voice recording heard by End-Users using the
          Service identifying the Agent's name or advertising message.

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     1.11."Rate Table" means a listing of per minute rates  provided by Agent to
          Provider to be added to the System for use in debiting a Card Holder's
          Card appropriately.

     1.12."International   Services"  means  long  distance   telecommunications
          services  originated  by End-Users  via an "800" access  number in the
          United  States,  Mexico,  Puerto  Rico and the  Virgin  Islands  which
          terminates in Mexico or any international location, which is available
          to and accessed by End-Users upon entering a PIN.

     1.13. "Start of Service" means April 1, 2001.

     1.14."Delivered"  means  provided  to  Agent  via  provider's  web  site or
          facsimile or email. It is the Agent's  responsibility to check the web
          site for it's  current  invoice  and notify  Provider  promptly  if it
          cannot be accessed.

     1.15."End-User"  means  customers  of Agent  who use the  Services  and the
          System.

2.   Duties and Obligations.
     ----------------------

     2.1. System and Services. Provider agrees to provide Agent and/or End-Users
          access to the System and Services via one or more "800" access  direct
          inward  dialed  "DID"  numbers  delivered by Provider to Agent for its
          resale of the  Domestic  Services  and  International  Services to the
          End-Users  and  sub-agents  of Agent  ("Sub-Agents")  on the  Start of
          Service date. Agent shall deliver traffic  estimates for 30/60/90 days
          not less  than  monthly  on the  first of each  month to  Provider  to
          facilitate  System  capacity.  Agent is not  obligated  to  purchase a
          certain or  guaranteed  amount of the Services or provide a certain or
          guaranteed  number of  End-Users.  The  System  and  Services  will be
          provided by Provider in accordance  with the  specifications  attached
          hereto as Exhibit B (the  "Specifications").  Agent  acknowledges that
          Provider  may provide  Services  and  International  Services to other
          customers,  provided the same does not  adversely  affect the Services
          provided  to Agent.  Provider  acknowledges  that  Agent may  purchase
          Services  and  International  Services  from other  providers  and may
          resell the Services to Sub-Agents.

          a)   Service  Level  for  Availability  of the  System  and  Services.
               Provider  agrees the System and the Services will be available as
               provided  below.  Availability  is defined as the total number of
               minutes  during  which all the System and the  Services are fully
               operational  and  available to Agent and  End-Users  for use in a
               month  divided by the total number of minutes in that month (i.e.
               number of days x 24  hrs/day x 60  min/hr),  excluding  scheduled
               downtime. Scheduled downtime will last no longer than one hour(s)
               per day and will take place only  between  the hours of 4:00 a.m.
               and 6:00 a.m.  Central  Time.  In addition to all other  remedies
               available  to Agent,  if  Availability  is less than 99.8%,  then
               Agent shall be entitled to a credit against the following month's
               service  fees in an amount  equal to all amounts paid by Agent to
               its  Sub-Agents  or End-Users as a result of  Availability  being
               less than 99.8%.

     2.2. PINS.  Provider will be responsible  for  generating  PINs and DIDs as
          mutually  agreed  between  Provider  and Agent.  PINs and DIDs will be
          delivered  by  Provider  to  Agent  in a form  mutually  agreeable  to
          Provider and Agent.

     2.3. Reports / Agent  Service / CDR  records.  Provider  agrees to  provide
          Agent with access to Agent service  information,  traffic  reporting &
          CDR  billing  records  via web  access at  internet  site or via other
          electronic media or via facsimile. Agent will define access (usernames
          & password) requirements for its users. Access via the web is provided
          by Provider  as a service to Agent.  It is the  responsibility  of the
          Agent to take  security  precautions  in  protecting  its  proprietary
          information,  except for  proprietary  information  in the  custody or
          control of Provider,  in which case  Provider  shall take  appropriate
          security precautions to protect Agent's proprietary information.

     2.4. Card Production and Packaging.  Agent shall be solely  responsible for
          the design,  manufacture,  packaging  and  distribution  of the Cards,
          transmission  and protection of PINs after they are delivered to Agent
          and  collection  of the  wholesale  purchase  price of the Cards  from
          vendors.

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     2.6. Advertising  and  Collateral  Material.  Agent  shall not  utilize the
          Provider's name on any Card, advertising or collateral sales materials
          without written permission from Provider.

     2.7. Taxes or  Assessments.  Agent shall charge  End-Users  all  applicable
          sales  and  excise  taxes  on the  sales  of all  Provider  goods  and
          services.  This tax is based  upon the retail  rate of the  product or
          service  offered by Provider or Agent.  Through  pricing or otherwise,
          Agent shall pass  collected  taxes  through to Provider  and  Provider
          shall pay all  applicable  sales and  excise  taxes to the  applicable
          taxing authorities.

3.   Terms and Conditions.  Provider agrees to provide  Services to Agent and/or
     End-User in accordance with the following:

     3.1. Flat Rate Billing.  Provider shall charge each pre-pay End-User as ser
          forth in  "Exhibit  A" to this  agreement  (referred  to  Section  3.3
          herein).  Charges begin when system has identified an End-User  credit
          card verification for services.

     3.2. Payment.  Provider will invoice Agent weekly for Domestic Services and
          International  Services  utilized  for the  preceding  seven  (7) days
          ending at 11:59 P.M. Monday.  Such invoices shall be delivered on each
          Tuesday from  Provider  and all  undisputed  amounts  shall be due and
          payable,  without deduction or offset of any kind, by wire transfer of
          immediately  available  funds  from  Agent to  bank(s)  designated  by
          Provider  by 2:00 P.M CST on Friday of the same week.  Provider  shall
          have the  right to  apply  Agent's  deposit  against  any  outstanding
          invoices.  Interest at the rate of one and one-half  percent  (1-1/2%)
          per month shall be applied on all balances  not paid timely.  Provider
          shall have the right to suspend Domestic or  International  Service or
          terminate the Agreement in the event,  after written notice of default
          by Provider to Agent and Agent  fails to cure such  default  within 10
          days, full payment is not made in accordance  with this Agreement.  In
          the event Agent uses Providers network for collection refer to Section
          3.2.a.

     3.3. Pricing.

          a)   Provider agrees to provide  Services for Agent in accordance with
               the pricing  schedule set forth in "Exhibit A" to this Agreement.
               It is  understood  that such  pricing does not include any taxes;
               assessments or surcharges (except as outlined in Section 2.7)

          b)   If Provider is notified  by an  Underlying  Carrier  that it will
               impose  a  new  higher  local,  domestic  or  international  long
               distance  rate  schedule,  Provider  will notify Agent in writing
               immediately.  Agent  will have seven (7) days to accept or reject
               the anticipated effects on the pricing schedules set forth in the
               "Exhibit  A." If Agent  rejects the  proposed  changes,  it shall
               notify  Provider in writing  and this  Agreement  will  terminate
               without penalty thirty (30) days thereafter;  provided,  however,
               that the new pricing schedules would be in effect for such thirty
               (30) day period.

     3.4. Term.

          a)   This  Agreement  shall  commence on the Start of Service date set
               forth above and,  subject to the pricing  changing  provisions of
               Section 3.3 hereof and the termination  provisions of Section 6.1
               hereof,  shall  continue in full force and effect for a period of
               one (1) year (the "Minimum Service Term"). It also shall continue
               in full force and effect  thereafter for successive  intervals of
               one (1) year  periods  unless  either party gives the other party
               not less than sixty (90) days prior written  notice of its intent
               to terminate this Agreement effective at the end of such period.

     3.5. Agent Service.  Agent will be responsible  for providing its own Agent
          service  personnel for the purpose of providing  information about the
          Services to Card Holders.

     3.6. Custom  Branding.  Agent  may  provide  one or  more  Custom  Branding
          messages to be heard by  End-Users  using the  Services.  All messages
          will be produced at Agent's expense. Provider will provide the initial
          messages and subsequent messages added to the System at no cost to the
          Agent.  Provider shall provide custom  branding as outlined in Exhibit
          A.

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     3.7. Provider retains rights to toll free numbers and PINs,  subject to the
          rights  of  Agent  as  provided  herein.  Provider  will  act  as  the
          Responsible Organization (RESPORG).

     3.8. Disputed  Charges.  If Agent in good  faith  at any time  disputes  in
          writing  the amount or  appropriateness  of a charge  included  in any
          invoice  from  Provider  or the CDRs of any Card  Holder,  Agent shall
          notify  Provider  of  the  disputed  charge  in  writing  and  provide
          documentation reasonably requested by Provider to resolve the dispute.
          Agent and Provider  shall exercise  reasonable,  good faith efforts to
          resolve  the  disputed  charges.  Failure to  contest a charge  within
          thirty  (30) days of the date of the  Agent's  receipt  of an  invoice
          shall create an  irrefutable  presumption  of the  correctness  of the
          charge,  absent  manifest error. If Agent and Provider fail to resolve
          the  disputed  charge  within  thirty  (30)  days from the date of the
          Agent's receipt of an invoice, the disputed charge shall be subject to
          the dispute resolution  procedures set forth in this Agreement.  Agent
          bears all costs  and  expenses  associated  with  fraudulent  usage or
          counterfeit  cards.  In event any disputed charge is resolved in favor
          of Agent,  appropriate  refund  shall be credited  directly to Agent's
          account.

     3.9. Security.  Agent  shall  maintain  on deposit  with  Provider:  a cash
          amount,   irrevocable  Letter  of  Credit  or  UCC  lien  on  hardware
          co-located  on Provider  premises  equal to one hundred  fifty percent
          (100150%)  of the  Domestic  and  International  Services  billed  the
          immediately  preceding  week.  This deposit  shall be equal to one (1)
          week average  usage as a cash  deposit.  Such deposit  amount shall be
          included in Provider's  Tuesday  billing,  and due by wire transfer at
          2:00 P.M CST. Friday of the same week, or other  arrangements  must be
          approved by  Provider.  At no time will  incurred  billing cost exceed
          deposit levels. In the event Agent fails to make the increased deposit
          amount in full in accordance with this Agreement,  Provider shall have
          the right to suspend  Domestic or  International  Service or terminate
          the  Agreement.  Any decreases in required  deposits  shall be made by
          refund  or  offset  against  current  billings.   Within  30  days  of
          termination of this  Agreement and Agent's  payment of all amounts due
          and owing to  Provider,  Provider  shall  return  Agent's then current
          deposit to Agent.

4.   Covenants.
     ---------

     4.0. Technical  and Limited  Customer  Support.  At no  additional  cost to
          Agent,  Provider shall supply technical  assistance and System support
          to Agent  twenty-four (24) hours a day seven (7) days a week including
          web-access  to  the  Trouble  Ticket  System.  Additionally,   at  not
          additional cost,  Provider will provide customer and help desk support
          for Agent's  End-Users  twenty-four  (24) hours a day seven (7) days a
          week  including on call personnel for up to 2000  End-Users.  For each
          End-User in excess of 2000,  Agent  shall pay to  Provider  $1.00 (one
          dollar) per End-User per month, if Agent chooses to use such services.

     4.1. Confidential  Information.  During  the  term of this  Agreement,  the
          parties  may  disclose  to each  other  certain  "proprietary"  and/or
          "confidential"   information.   The  parties   desire  to  assure  the
          confidential and proprietary  status of the information,  which may be
          disclosed  to each  other  and  therefore,  for  themselves  and their
          affiliates agree as follows:

          a)   All  information  (1)  marked  as  confidential,  (2) known to be
               confidential  or (3) from all relevant  circumstances,  should be
               reasonably   considered   confidential  shall  be  deemed  to  be
               confidential    and   proprietary    (hereinafter    "Proprietary
               Information").  All  information  contained  in  this  Agreement,
               including the Exhibit  hereto,  as well as all traffic volume and
               distribution information of Agent given to or learned by Provider
               in connection with this Agreement shall be considered Proprietary
               Information without further act of either party.

          b)   Each party  agrees to use the  Proprietary  Information  received
               from the other party only for the purpose of this  Agreement.  No
               other rights, and particularly  licenses, to trademarks,  service
               marks, inventions,  copyrights or patents, are implied or granted
               under this Agreement.

          c)   Proprietary  Information  supplied shall not be reproduced in any
               form or orally  communicated except as required to accomplish the
               intent of this Agreement.

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          d)   The receiving party shall take all reasonable and necessary steps
               to ensure Proprietary Information is not disclosed and provide at
               a minimum the same care to avoid  disclosure or unauthorized  use
               of the Proprietary  Information as it provides to protect its own
               proprietary  information.  All Proprietary  Information  shall be
               retained  by the  receiving  party in a secure  place with access
               limited to only such of the receiving party's employees or agents
               who need to know such information for purposes of this Agreement.

          e)   All  Proprietary  Information,   unless  otherwise  specified  in
               writing, shall remain the property of the disclosing party, shall
               be used by the receiving  party only for the purpose  intended as
               provided herein, and such Proprietary Information,  including all
               copies  thereof,  shall be  returned to the  disclosing  party or
               destroyed after the receiving  party's need for it has expired or
               upon written  request of the disclosing  party and, in any event,
               upon termination of this Agreement.

          f)   It is understood that the term "Proprietary Information" does not
               include information which:

               (i)  shall  have  been  lawfully  published  or is in the  public
                    domain through no fault of the disclosing party;

               (ii) prior  to  disclosure  is  properly  within  the  legitimate
                    possession of the receiving party without restriction on the
                    receiving  party's right to disseminate  the information and
                    without  notice  of  any  restriction  against  its  further
                    disclosure;

               (iii)subsequent to  disclosure is lawfully  received from a third
                    party having rights therein without restriction on the third
                    party's right to  disseminate  the  information  and without
                    notice of any restriction against its further disclosure;

               (iv) is independently  developed without breach of any obligation
                    of confidentiality  through parties who have not had, either
                    directly  or  indirectly,  access  to or  knowledge  of such
                    Proprietary Information; or

               (v)  is disclosed  with the prior  written  approval of the other
                    party.

     4.2. Agreement  is  Confidential.  Each  party  agrees  not to  reveal  the
          contents of this  Agreement to any third party except as  contemplated
          by this Agreement or unless required by law, provided that any written
          information describing the relationship of the parties or the contents
          of this  Agreement  that one party is obligated  to disclose  shall be
          first disclosed to the other party, which shall have an opportunity to
          object to such disclosure.  Notwithstanding  any objection by a party,
          the party  proposing to disclose the terms of this Agreement may do so
          if it receives an opinion  from its legal  counsel that it is required
          to do so by applicable law or the rules and  regulations of applicable
          regulatory authorities.

     4.3. Use of Name. Each party agrees that, without the other party's written
          consent, it will not use the name, service marks, logo, copyrights, or
          trademarks of the other party or of any of its affiliated companies in
          any advertising, publicity release or sales presentations.

     4.4  Non-Circumvention  and  Non-Interference.  Provider shall not directly
          market,  solicit  orders from or promote sales of the System or any of
          the Services to any person or entity that Provider  knows or discovers
          is at that time a customer of Agent. Provider represents, warrants and
          covenants  that during the term of this  Agreement and for a period of
          one  (1)  year   following  the  expiration  or  termination  of  this
          Agreement,  it will not induce or attempt  to induce any  customer  of
          Agent, to cancel or otherwise  terminate services provided by Agent or
          any agreement or relationship with Agent, or solicit for employment or
          affiliation  with  Provider  any  employee  or  agent of  Agent.  This
          restriction  shall apply only to  Sub-Agents  that Agent has named for
          protection under this Agreement by providing notice of such Sub-Agents
          to Provider  pursuant to Section 7.7.  Provider will not be liable for
          any interaction with Sub-Agents that have not been identified pursuant
          to Section 7.7

5.   Indemnification.
     ---------------

     5.1. Indemnification.

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          a)   Agent,  for itself and its successors and assigns,  shall defend,
               indemnify and hold harmless Provider and its affiliates and their
               respective  officers,  directors,  partners,  employees,  agents,
               successors  and  assigns  from and  against,  and shall  promptly
               reimburse  them  for,  any  and  all  losses,  claims,   damages,
               settlements,  costs,  and  liabilities  of any nature  whatsoever
               (including  reasonable  attorney's fees) to which any of them may
               become subject  arising out of, based upon, as a result of, or in
               any  way  connected   with,   the  operations  of  Agent  or  the
               performance  by Agent under this  Agreement;  provided,  however,
               that this indemnification  shall not apply with respect to claims
               and  damages  of Agent  against  Provider  arising by virtue of a
               breach by Provider of its agreements contained herein.

          b)   Provider,  for  itself  and its  successors  and  assigns,  shall
               defend,  indemnify and hold harmless  Agent and its  subsidiaries
               and   their   respective   officers,   directors,   stockholders,
               employees,  agents,  successors and assigns from and against, and
               shall promptly  reimburse  them for, any and all losses,  claims,
               damages,  settlements,   costs  and  liabilities  of  any  nature
               whatsoever (including reasonable attorneys' fees) to which any of
               them may become  subject  arising out of, based upon, as a result
               of, or in any way connected  with,  the operations of Provider or
               the  performance  by  Provider  under this  Agreement;  provided,
               however,  that this indemnification  shall not apply with respect
               to claims and damages of Provider against Agent arising by virtue
               of a breach by Agent of its agreements contained herein.

     5.2. Limitation  of  Liability.  Neither party shall be liable to the other
          for  any  indirect,  special,  incidental,  or  consequential  damages
          including, but not limited to, lost profits or goodwill. The liability
          of either party with respect to direct  damage shall be limited to (1)
          the  aggregate  amount paid by Agent to  Provider  during the 12 month
          period prior to the event(s)  giving rise to or causing such  damages,
          or (2) in the  event  the  Agreement  has not been in  effect  for the
          entire time of such period, the reasonably  anticipated  amounts to be
          paid by Agent to Provider during the first year of this Agreement.  In
          the event  Pipeline  prepays for Services and Provider  defaults under
          this  Agreement  by failing to provide the  Services,  Provider  shall
          refund to Agent all  advances  to the  extent  Services  have not been
          provided.

6.   Default.
     -------


     6.1. Default.  A party shall be in default  under this  Agreement,  and the
          non-breaching  party shall have the right to terminate  this Agreement
          upon the occurrence of any of the following:

          a)   Agent fails to make applicable  payments to this Agreement (refer
               to Section 3.2/3.2.a)

          b)   Agent  or  Provider  breaches  any  obligation  hereunder  and is
               advised in writing of such breach by the non-breaching  party and
               such breach  continues for ten (10) days  thereafter  or, if such
               breach is of a nature that cannot be cured  within ten (10) days,
               the  breaching  party has not,  within ten (10) days,  undertaken
               measures  in good faith to cure such breach  which is  diligently
               pursued;

          c)   Any  representation  or warranty made by Agent or Provider herein
               is materially false or misleading when delivered;

          d)   Agent  or  Provider  makes  a  general  assignment  to or for the
               benefit of creditors or suspends all or substantially  all of its
               business operations;

          e)   Bankruptcy,     reorganization,      involuntary     liquidation,
               receivership, or other similar proceedings are instituted against
               Agent or  Provider  and the same is not fully  discharged  within
               thirty (30) days; or

          f)   Any  Letter  of  Credit  expires  or  required   deposit  becomes
               insufficient  or is  depleted  and  is not  replaced  with a like
               instrument of similar quality or replenished.

          g)   Product  is sold or  distributed  in  markets  not  conducive  to
               sustain  profitable  margins  required by XXXXXXXX as outlined in
               Section 3.3.b

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          h)   Any ruling by an authorized regulatory body either city, state or
               Federal that would make any product offered by XXXXXXXX  obsolete
               or in violation of applicable law.

7.   Miscellaneous.
     -------------

     7.1. Binding Effect of this  Agreement.  This Agreement (a) constitutes the
          entire  agreement  between the parties  relating to the subject matter
          hereof,  and  (b)  supersedes  any  and  all  previous  contracts  and
          discussions  between the parties  hereto.  The terms and conditions of
          this  Agreement  shall inure to the benefit of and be binding upon the
          parties and their respective  successors and assigns.  Nothing in this
          Agreement, expressed or implied, is intended to confer upon any party,
          other than the  parties  hereto and their  respective  successors  and
          assigns, any rights, remedies,  obligations, or liabilities under this
          Agreement.

     7.2. Assignment.  Neither  party  may  assign  its  rights  or  obligations
          hereunder  without the express  written consent of the other party not
          reasonably withheld.

     7.3. Applicable  Law. This Agreement is made pursuant to, will be construed
          under,  and will be conclusively  deemed for all purposes to have been
          executed and delivered under the laws of the State of Texas.

     7.4. Section  Heading.  The headings  contained in this  Agreement  are for
          reference  purposes only and will not affect in any way the meaning or
          interpretation of this Agreement.

     7.5. Counterparts.   This   Agreement  may  be  executed  in  two  or  more
          counterparts,  each of which  will be  deemed an  original  and all of
          which together will constitute one instrument.

     7.6. Severability.  If any  provision  of  this  Agreement  is  held  to be
          illegal,  invalid  or  unenforceable  under  present  or  future  laws
          effective  during  the  term  hereof,   the  legality,   validity  and
          enforceability of the remaining provisions of this Agreement shall not
          be  affected  thereby,  and  in  lieu  of  such  illegal,  invalid  or
          unenforceable provision,  there shall be added automatically as a part
          of this  Agreement  a provision  as similar in terms to such  illegal,
          invalid  or  unenforceable  provision  as  may  be  legal,  valid  and
          enforceable.

     7.7. Notices.  All  notices,  requests,  demands  and other  communications
          hereunder  shall be in  writing  and shall be deemed to have been duly
          given when hand delivered or three (3) days after being mailed,  first
          class postage prepaid and certified mail, return receipt requested, at
          the address on the cover page of this Agreement.

     7.8. Attorneys'  Fees.  The  prevailing  party in any action or  proceeding
          based upon this Agreement  shall be entitled to reasonable  attorneys'
          fees,  expenses  and court  costs,  in  addition  to any and all other
          recoveries allowed by law.

     7.9. No Partnership. Neither party is the partner, joint venturer, trustee,
          nor legal representative of the other and neither has any authority to
          act for or incur  any  obligations  on behalf of or in the name of the
          other.

     7.10.Remedies.   All  rights  and  remedies   under  this   Agreement   are
          cumulative,  not exclusive, and shall be in addition to all rights and
          remedies available to either party at law or in equity.

     7.11.Amendments.  This  Agreement  may not be modified,  amended,  changed,
          altered, or supplemented except by a written agreement executed by the
          parties.

     7.12.Waiver.  The  failure of either  party to give notice of default or to
          enforce  compliance  with  any of the  terms  or  conditions  of  this
          Agreement,  the waiver of any term or condition of this Agreement,  or
          the  granting  of an  extension  of time for  performance,  shall  not
          constitute  a  permanent  waiver  of any  term  or  condition  of this
          Agreement,  and this Agreement and each of its provisions shall remain
          at all times in full force and effect  until  modified by both parties
          in writing.

                                        7
<PAGE>


     7.13.Time. Prompt and timely  performance is the essence of this Agreement.
          For purposes of calculating time periods, actual calendar days elapsed
          shall apply.  Any due date falling on a weekend or legal holiday shall
          be shifted to the previous  business day that Texas banks are open for
          business.   Delays  in  invoice  shall  not  likewise   shift  payment
          deadlines.  If  invoice is  unavailable  as of  payment  due date,  an
          average of the 2 previous invoices will be required as minimum.

     7.14.Force Majeure.  If  performance of this Agreement by either party,  or
          any of  their  obligations  hereunder  are  prevented,  restricted  or
          interfered with by cause beyond its control including, but not limited
          to, acts of God, fire,  explosion,  material changes in any Underlying
          Carrier contract or Service  Provider,  vandalism,  cable cut by third
          party, storm or other similar occurrence,  any law, order, regulation,
          direction,  action or request of the United States,  Mexico,  Texas or
          local  governments or of any department,  agency,  commission,  court,
          bureau,  corporation or other  instrumentality of any one or more said
          governments,  or of any civil or  military  authority,  or by national
          emergency,  insurrection,  riot, war, strike, lockout or work stoppage
          or other labor  difficulties,  supplier failure,  shortage,  breach or
          delay,  and such party could not have avoided or mitigated  such delay
          through commercially  reasonable  diligence,  then such party shall be
          excused from such  performance on a day-to-day  basis to the extent of
          such restriction, change or interference.

     7.15.Arbitration.  Any  controversy or claim arising out of, or relating to
          this Agreement or the Breach thereof,  shall be settled by Arbitration
          in Texas in accordance  with the Commercial  Arbitration  Rules of the
          American Arbitration Association.

     7.16.No Implied Warranty. Provider expressly disclaims any implied warranty
          of merchantability,  description or fitness for any particular purpose
          or function.

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

  Agent                                      XXXXXXXXXXXXXXXXXXXXXXXXXX

  Federal Tax ID/Social Security Number
  59-3611378
  Pipeline Technologies, Inc.


By:  /s/ Tim Murtaugh                   By:
     --------------------------             -----------------------------

     CEO/President     3/28/01              CEO/President
     --------------------------             -----------------------------
            (Title)                                     (Title)

                                        8

<PAGE>



                                    EXHIBIT A


1.   XXXXXXXXXX  will offer  Agent an ANI based  Domestic  1+ Flat Rate at to be
     split as follows:

         On-Net                                       Off-Net
         ------                                       -------
         Residential:               $XXXX             Residential:      $XXXX
         SOHO(1)                    $XXXX             SOHO:             $XXXX
         Taxes:   Federal             3%              Taxes: Federal      3%
                  Sales/Usage         6%              Sales/Usage         6%


2.   Web Sign-Up Software/Set-up fee:

         $XXXX

---------------------------
      (1) Small Office /  Home Office

                                        9
<PAGE>



EXHIBIT B - SPECIFICATIONS FOR SERVICES AND THE SYSTEM

1.   Deposit:  Agent  shall pay a deposit to Provider  equal to 1-week  worth of
     provisioned accounts.

2.   Weekly  Payments:  Agent will pay to Provider  weekly sums for  provisioned
     accounts.

3.   Provisioning:  24x5BD  provisioning.  Agent shall  provide  batch orders to
     Provider. FTP site will be set up to view CDR's. Terminations/Cancellations
     can be reprovisioned with new customers; 24 hour confirmations.

4.   Reports:   Provider  shall  provide  web  based  tools  that  show  service
     information,  traffic usage, CDR billing records.  Agent will provide agent
     ID# and Provider will produce reports by agent.

                                       10
<PAGE>


                                   ADDENDUM 1

Addendum 1 to the Flat Rate Residential  Services  Agreement,  dated as of March
21, 2001, is entered in to by and between Pipeline Technologies, Inc. ("Agent"),
and XXXXXXXXXXXXX, ("Provider").

1.  Change of  Business  Name:  Effective  June 18,  2001 for  purposes  of this
agreement Pipeline Technologies, Inc. will be referred to as Integriss.

2.  Security  Deposit:  Agent shall  maintain on deposit with  Provider:  a cash
amount equal to one hundred  percent  (100%) of the projected  estimated of Flat
Rate  Residential  Services  billed  for the first  week.  Such  deposit  may be
adjusted  to 100% of the  preceding  weeks  bill  based on  historical  customer
activation.  Such deposit amount shall be included in Provider's initial Tuesday
billing,  and due by wire transfer at 1:00 pm CST on Friday of the same week, or
other arrangements must be approved in writing by Provider. At no time shall the
incurred billing cost exceed deposit levels,  however the deposit shall never be
required to exceed  $150,000.  In the event  Agent  fails to make the  increased
deposit amount in full in accordance  with this  Agreement,  Provider shall have
the right to suspend  Services and terminate this  Agreement.  Within 30 days of
termination of this agreement and if the Agent's  payment of all amounts due and
owing to Provider  are  documented  and received by the  Provider;  the Provider
shall return Agent's then current deposit amount to Agent.

3. Payments:  Provider will invoice Agent each Wednesday for minutes used in the
previous  week.  The invoice will  represent  minutes used within the  preceding
seven (7) days starting at 12:00 A.M. Monday and ending 11:59 P.M. Tuesday. Such
invoiced amounts shall be delivered on each Wednesday from Provider and shall be
due and payable,  without  deduction or offset of any kind,  by wire transfer of
immediately available funds from Agent to bank(s) designated by Provider by 1:00
P.M.  CST on Friday of the same week.  Interest at the rate of one and  one-half
percent  (1-1/2%)  per month shall be applied on all  balances  not paid timely.
Provider  shall  have the right to suspend  Residential  Flat Rate  Services  or
terminate the agreement in the event full payment is not made in accordance with
this Agreement. Agent will be provided daily call detail records.

4.   Pricing:

     On-Net Origination:   $XXX        Off-Net Origination:       $XXX
     On-Net Termination:   $XXX        Off-Net Termination:       $XXX

     Agent  shall remit  taxes  based upon 9 percent of the retail  price.  Such
amounts shall be remitted  pro-rated on a weekly basis as an addition to the per
minute  charges  invoiced  and shall due and  payable  under the  payment  terms
described above in paragraph 3.

5.  Provisioning:  In order for a Batch file to be processed  the same day it is
received by the  Provider,  the Batch file must be  received by the  Provider no
later than 3:00 P.M. CST (Central Standard Time). All Batch files received after
3:30 P.M. CST will be processed the next day.

Please acknowledge the receipt of this document by signing and faxing it back to
me at XXXXXXX.

Thank you,                                       Integriss

XXXXXXXXX                                        /s/ Tim Murtaugh
-------------                                    --------------------------
President/CEO                                    Tim Murtaugh, President/CEO