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                                                                   EXHIBIT 10.4


                                 OWNERTEL, INC.

                   INDEPENDENT SALES REPRESENTATIVE AGREEMENT

THIS INDEPENDENT SALES REPRESENTATIVE AGREEMENT ("AGREEMENT") is entered into
on ___September 5, 2001_ between OwnerTel, Inc., ("Company"), a Georgia
corporation, with offices at 2870 Peachtree Road, #176, Atlanta, Georgia 30305
and Plenitude, ("Independent Sales Representative") a _____Nevada_____
corporation Individual sales agent; with its principal office located at 4121
Westerly Place, Suite 105, Newport Beach, California 92660.

                                  BACKGROUND:

         OwnerTel, Inc. recruits and appoints individuals and companies to act
as Independent Sales Representatives for the purpose of establishing initial
introductions with qualified accounts that have a need to purchase any
combination of the Telecommunications Services available from
telecommunications providers that have relationships with OwnerTel, Inc.
Independent Sales Representatives are responsible for securing new business for
OwnerTel, Inc. It is believed by OwnerTel, Inc. that Plenitude has the
qualities required to be such an Independent Sales Representative.

                                   AGREEMENT:

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

         1.       DESCRIPTION OF REPRESENTATION OwnerTel, Inc. hereby appoints
                  the entity identified above as a non-exclusive Independent
                  Sales Representative to identify potential accounts and to
                  generate new business in accordance with the terms and
                  conditions established within this Agreement to include any
                  and all attached Addendum. Representative agrees to use its
                  best efforts in selling OwnerTel, Inc.'s services to
                  customers, including having each customer sign a Letter of
                  Authorization (LOA) approved by OwnerTel, Inc., or via
                  internet sign-up.

         2.       DEFINITIONS

                  A.       Billing Period - shall mean the various billing
                           cycles utilized by OwnerTel, Inc. for Customer
                           invoicing and collection purposes.

                  B.       Commissions - shall be amounts payable to the
                           Independent Sales Representative for services
                           rendered under this agreement.

                  C.       Commission Payment Date - shall mean forty-five days
                           subsequent to the close of a billing cycle.

                  D.       Customer - shall mean a user of OwnerTel, Inc.
                           supplied Telecommunications Services that was
                           secured by the Independent Sales Representative.
                           OwnerTel, Inc. reserves the sole right to review and
                           approve or reject all orders submitted by the
                           Independent Sales Representative.

                  E.       Qualified Revenue - shall mean revenues collected by
                           OwnerTel, Inc. related to a Customer's usage of Long
                           Distance Services and or Internet Services.
                           Independent Sales Representative will receive
                           commission payments and revenue reports from
                           OwnerTel, Inc. in accordance with


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                           Addendum 1. All taxes, fees, directory assistance,
                           message units and other non-usage related charges
                           are excluded from Qualified Revenues.

                  F.       Telecommunications Services - integrated services
                           consisting of a combination of Long Distance
                           switched services and Internet dial-up services.

         3.       EFFECTIVE DATE - SERVICE TERM

                  A.       Term Commencement Date. The term of this Agreement
                           will commence effective when signed and accepted by
                           OwnerTel, Inc.

                  B.       Duration of Agreement. This Agreement shall be for
                           an initial term of one year beginning with the Term
                           Commencement Date as set forth above. This Agreement
                           will renew automatically for additional one (1) year
                           terms unless either party cancels the Agreement by
                           sending written notice of intent to cancel,
                           effective with the final day of the Agreement, to
                           the other party at least thirty (30) days prior to
                           the expiration of the current term. This Agreement
                           shall continue and remain in full force until
                           canceled by either party in accordance with the
                           provisions as contained within.

         4.       COMPENSATION.

                  A.       Commissions. OwnerTel, Inc. will pay Independent
                           Sales Representative a commission in accordance with
                           "Addendum 1" for each actual subscriber of
                           Telecommunications Services, which arose directly
                           from the solicitation efforts of Independent Sales
                           Representative in accordance with the terms of the
                           Agreement. As compensation for services rendered
                           hereunder, OwnerTel, Inc. shall pay to Independent
                           Sales Representative on or before the Commission
                           Payment Date, all commissions for Qualified Revenues
                           that have been invoiced to and collected from
                           end-user Customers secured by Independent Sales
                           Representative within five (5) days receipt of these
                           revenues by OwnerTel, Inc. OwnerTel, Inc.'s records
                           shall be deemed correct for the purposes of
                           calculating Qualified Revenues, unless written
                           OwnerTel, Inc. receives notice within ten (10) days
                           of Independent Sales Representative's receipt of the
                           Qualified Revenues Statement. Independent Sales
                           Representative will be entitled to commissions in
                           accordance with the guidelines outlined within the
                           attached Addendum 1. OwnerTel, Inc. reserves the
                           right to change commissions or rates by providing
                           the Independent Sales Representative with written
                           notification ten (10) days prior to the effective
                           date of such changes. No commission shall be paid on
                           existing OwnerTel, Inc. accounts conversions or new
                           accounts that call OwnerTel, Inc. directly to
                           subscribe for services. No commission shall be paid
                           on any accounts which are the subject of any
                           complaint or investigation by any local, state or
                           federal entity. Further, OwnerTel, Inc. may, at its
                           sole discretion, exercised in a commercially
                           reasonable manner, suspend the acceptance of orders
                           from Independent Sales Representative where there is
                           an investigation or threatened investigation or
                           consent decree, judgment, injunction, restraining
                           order, settlement agreement or agreement or order
                           similar in nature relating to the conduct of its
                           business. Representative is obligated to immediately
                           inform OwnerTel, Inc. of the entry of such judgment,
                           order or decree.


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                  B.       Commission Continuation. Upon expiration of the
                           Agreement's term, in accordance with Item #.B. and
                           subject to the terms and conditions of
                           Confidentiality as outlined within Section 11,
                           OwnerTel, Inc. will continue paying commissions to
                           the Independent Sales Representative for orders
                           submitted by the Independent Sales Representatives
                           and accepted by OwnerTel, Inc. prior to the
                           Agreement's expiration. Precedent to OwnerTel,
                           Inc.'s obligation to pay commissions, the Customer's
                           account must be paid current and the Customer must
                           be an active Customer. In the event that this
                           Agreement expires, the Customer will continue to be
                           a Customer of OwnerTel, or of its service provider,
                           for monthly-billed revenues. If, for any reason, the
                           Customer fails to pay OwnerTel, Inc., or its service
                           provider, for invoiced charges or ceases to be a
                           Customer of OwnerTel, Inc., or its service provider,
                           the Company's obligation to pay Independent Sales
                           Representative commissions will cease immediately.

         5.       OWNERTEL, INC. RESPONSIBILITIES

                  OwnerTel, Inc. represents and warrants the following:

                  A.       To the best of OwnerTel, Inc.'s knowledge, each
                           representation made by OwnerTel, Inc. within this
                           Agreement is accurate.

                  B.       OwnerTel, Inc. has and will continue to enter into
                           agreements with various service providers that
                           OwnerTel, Inc. deems are necessary to enable the
                           Independent Sales Representative to perform the
                           services for which it has been appointed.

                  C.       OwnerTel, Inc. has the unrestricted right to grant
                           the rights conveyed to Independent Sales
                           Representative herein and OwnerTel, Inc. has the
                           power and authority to enter into this Agreement and
                           to grant to Independent Sales Representative the
                           rights conveyed herein.


         6.       INDEPENDENT SALES REPRESENTATIVE RESPONSIBILITIES

                  A.       Sales. Independent Sales Representative shall use
                           its best efforts to solicit, market and sell
                           Telecommunications Services to prospective Customers
                           in existing territories currently available, as well
                           as new territories, as they become available in
                           accordance with the terms of the Agreement and
                           applicable law. Independent Sales Representative
                           shall at all times conduct its efforts in a
                           commercially reasonable and professional manner and
                           in compliance with existing law.

                  B.       Authorized Advertising. Independent Sales
                           Representative shall solicit and obtain from
                           prospective Customers service orders on forms
                           supplied and approved by OwnerTel, Inc. for
                           transmittal to the contact designated by OwnerTel,
                           Inc. for acceptance or rejection at OwnerTel, Inc.'s
                           sole discretion. At a minimum, long distance
                           service, orders will include completion by the
                           Customer and submission to


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                           OwnerTel, Inc. of a Letter of Authorization and
                           Transfer Service Agreement in accordance with Rule
                           25-4.188, Florida Administrative Code, as
                           incorporated by Rule 25-24.490 (or any successor to
                           that rule).

                  C.       Agent Advertising. Independent Sales Representative
                           shall not use any promotional, marketing advertising
                           or other forms of solicitation in any fashion
                           whatsoever, concerning the sale or delivery of any
                           of the services or equipment furnished by OwnerTel,
                           Inc. to Customers without first obtaining OwnerTel,
                           Inc.'s written approval. Said approvals must be
                           obtained in writing from an officer of the Company
                           and at least ten (10) days prior to use of said
                           materials or solicitation approaches.

                  D.       Misrepresentation. Independent Sales Representative
                           shall not misrepresent itself as an "authorized
                           agent" of any of OwnerTel, Inc.'s underlying
                           carriers.

                  E.       No Provision of Service. Independent Sales
                           Representative may not provide Telecommunication
                           Services or any billing collection or repair
                           service. Customers solicited by Independent Sales
                           Representative are customers of OwnerTel, Inc., or
                           its service providers, and remain Customers of
                           OwnerTel, Inc, or its service providers, after the
                           termination of this Agreement.

         7.       OBLIGATION OF THE INDEPENDENT SALES REPRESENTATIVE

                  A.       Compliance with Laws. During the term of this
                           Agreement, Independent Sales Representative shall
                           comply with all local, state and federal laws and
                           regulations applicable to this Agreement or to its
                           respective business, including, but not limited to,
                           Section 364.603, Florida Statutes, and Rule
                           25-4.118, as incorporated by Rule 25-24.490, Florida
                           Administrative Code. Upon request, Independent Sales
                           Representative will supply copies to OwnerTel, Inc.
                           of applicable permits, authorizations, licenses or
                           similar documentation to substantiate compliance.

                  B.       No Agency. Neither party is authorized to act as an
                           agent for, or legal representative of, the other
                           party and neither party shall have the authority to
                           assume or create any obligation on behalf of, in the
                           name of, or binding upon the other party.
                           Independent Sales Representative is an independent
                           contractor. There is no employer-employee
                           relationship, joint venture or agency created
                           hereby. During the term of the Agreement and for
                           thirty-six (36) months following the termination of
                           the Agreement, Independent Sales Representative
                           shall not directly or indirectly, knowingly convert
                           any OwnerTel, Inc. account to any other
                           telecommunications carrier.

                  C.       Binding Effect. This Agreement shall be binding upon
                           and inure to the benefit of the parties' hereto and
                           their respective heirs, successors and assigns.

                  D.       No Assignment. Neither party shall voluntarily or by
                           operation of law, assign, transfer, license, or
                           otherwise transfer all or any part of its rights,
                           duties or other interests in this Agreement or the
                           proceeds thereof (collectively, "Assignment"),
                           without the other party's prior written consent. It
                           is hereby agreed that such


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                           consent shall not be unreasonably withheld or
                           delayed. Any attempt to make an Assignment in
                           violation of this provision shall be null and void.
                           Independent Sales Representative and OwnerTel, Inc.
                           shall provide written notice to each other of any
                           change in ownership or control of their
                           organization. Either party's failure to comply with
                           the assignment provisions, as contained in this
                           paragraph, shall give the other, at its sole
                           discretion, the option to either accept the other's
                           assignee or to terminate this Agreement. No
                           assignment shall release the other of its
                           obligations hereunder.

                  E.       Representation of Authority. Each party represents
                           and warrants that: (1) the signatory shown below has
                           the authority to bind the party on whose behalf
                           he/she is signing (ii) the execution and delivery of
                           this Agreement and the performance of such party's
                           obligations hereunder have been duly authorized; and
                           (iii) the Agreement is valid and legal and is
                           binding and enforceable upon each of the parties in
                           accordance with the terms contained herein.

                  F.       Further Assurances. Each party shall, at its own
                           cost and expense, execute and deliver any and all
                           further documents and instruments and shall take all
                           other actions as may be reasonably required or
                           appropriate to carry out the intent and purposes of
                           this Agreement.

         8.       LIABILITY

                  A.       Limitation of Liability and Indemnification.
                           Independent Sales Representative agrees that
                           OwnerTel, Inc. shall not be liable for indirect,
                           consequential, incidental, punitive or exemplary
                           damages, including without limitation, lost profits
                           or revenues, credits for service outages or lost
                           traffic and subscriber credits. Independent Sales
                           Representative indemnifies and holds harmless
                           OwnerTel, Inc. from any damages real or implied that
                           may occur as the result of an interruption or
                           discontinuance of service.

                           1.       Further, and in addition to the
                                    indemnification obligations set forth
                                    within, Independent Sales Representative
                                    shall be responsible for and shall save,
                                    defend, indemnify, and hold OwnerTel, Inc.,
                                    its directors, officers, employees and
                                    agents free and harmless from any and all
                                    claims (to include claims from End-User and
                                    regulatory agencies), taxes, expenses,
                                    damages, lawsuits, or other liabilities
                                    (including without limitation, reasonable
                                    attorneys' fees and court costs) relating
                                    to or arising out of (i) the operation of
                                    Independent Sales Representative's
                                    business; (ii) Independent Sales
                                    Representative's breach of any of the terms
                                    or provisions of this Agreement.

                           2.       The statute of limitations applicable to
                                    all claims arising under this Agreement
                                    shall be one year from the date the claim
                                    accrues.

         9.       GOVERNMENT ACTION

                  A.       Severability. If any term or provision of this
                           Agreement is determined to be illegal,
                           unenforceable, or invalid in whole or in part, for
                           any reason, such illegal,


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                           unenforceable, or invalid provisions or part(s)
                           thereof shall be stricken from this Agreement. Such
                           provisions shall not affect the legality,
                           enforceability, or validity of the remainder of the
                           Agreement or the effected section. To the extent
                           possible, the stricken provision shall be replaced
                           with a legally enforceable and valid provision that
                           is similar in tenor to the stricken provision.

                  B.       Regulations. This Agreement applies to all present
                           and future valid orders and is intended to comply
                           with all regulations of any government agency that
                           has jurisdiction over the subject matter hereof and
                           to the laws of the United States of America, any of
                           its states, and/or any foreign governmental agencies
                           that have jurisdiction. In the event this Agreement,
                           or any of its provisions, shall be found to be
                           contrary to or in conflict with any such order,
                           rule, regulation or law, this Agreement shall be
                           deemed modified to the extent necessary to comply
                           with said order, rule, regulation or law and shall
                           be modified in such a way as to be consistent with
                           the form, intent and purpose of this Agreement.

         10.      MISCELLANEOUS

                  A.       Force Majeure. The parties obligations under this
                           Agreement are subject to, and neither party shall be
                           liable for, delays, failures to perform (except the
                           payment of money by Customer for services utilized
                           hereunder), damages, losses, destruction, or
                           malfunction of any equipment or any consequence
                           thereof caused or occasioned by, or due to, fire,
                           flood, water, the elements, labor disputes or
                           shortages, utility curtailments, power failures,
                           explosions, civil disturbances, governmental
                           actions, shortages of equipment or supplies,
                           unavailability of transportation, acts or omissions
                           of third parties, or any other cause beyond the
                           parties' reasonable control.

                  B.       No Waiver. The failure of either party to enforce or
                           insist upon compliance with any of the provisions of
                           this Agreement or the waiver thereof, in any
                           instance, shall not be construed as a general waiver
                           or relinquishment of any other provision of this
                           Agreement.

                  C.       Amendment. This Agreement may not be amended except
                           by an instrument in writing, executed by the
                           parties. No modification or amendment hereto shall
                           be effected by the acknowledgment or acceptance by
                           either party of any Independent Sales Representative
                           order, sales acknowledgment or other similar form
                           from the Company.

                  D.       Interpretation. The words and phrases used herein
                           shall have the meaning generally understood in the
                           telecommunications industry. This Agreement shall be
                           construed in accordance with its fair meaning and
                           not for or against either party on account of which
                           party drafted this Agreement.

                  E.       Third Party Beneficiaries/Parties in Interest. This
                           Agreement has been made and is made solely for the
                           benefit of OwnerTel, Inc. and Independent Sales
                           Representative and their respective successors and
                           permitted assigns. Nothing in


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                           this Agreement is intended to confer any
                           rights/remedies under or by reason of this Agreement
                           on any third party.

                  F.       Dispute Resolution. In the event of any controversy
                           or claim arising from or related to this Agreement,
                           its performance or interpretation, the parties, in
                           good faith, initially will attempt to resolve the
                           dispute among themselves. Failing such resolution,
                           the parties mutually agree to submit the matter to
                           arbitration before the American Arbitration
                           Association ("AAA"). The prevailing party in any
                           arbitration shall be entitled to receive, in
                           addition to any damages or other relief, all costs
                           reasonably incurred, including reasonable attorneys'
                           fees.

                  G.       Governing Law. This Agreement shall be in all
                           respects, governed by and construed and enforced in
                           accordance with the laws of the State of Georgia,
                           including all matters of construction, validity and
                           performance. Any action to enforce or interpret the
                           terms of this Agreement shall be instituted and
                           maintained in the Superior Court of the County of
                           Fulton, Georgia. Independent Sales Representative
                           hereby consents to the jurisdiction of such court
                           and waives any objections to such jurisdiction. In
                           any action or proceeding arising out of this
                           Agreement, the party prevailing in such action shall
                           be entitled to recover its reasonable attorney's
                           fees and costs.

                  H.       Counterparts. This Agreement may be executed in
                           several counterparts, each of which shall constitute
                           an original, but all of which shall constitute the
                           same instrument.

         11.      PROPRIETARY INFORMATION

                  A.       Confidentiality and Trade Secrets.

                           1.       Each party agrees that all information
                                    furnished to it and identified by the other
                                    party as being confidential or proprietary
                                    information or trade secrets (collectively
                                    referred to as "Proprietary Information"),
                                    is and shall continuously remain the sole
                                    and exclusive property of the party
                                    furnishing the same (the "Disclosing
                                    Party") and the other party receiving the
                                    same ("the Receiving Party"). Each party
                                    shall treat the Proprietary Information and
                                    the contents of this Agreement in a
                                    confidential manner and, except to the
                                    extent necessary in connection with the
                                    performance of its obligations under this
                                    Agreement, neither party shall directly or
                                    indirectly disclose the same to any third
                                    party without the written consent of the
                                    Disclosing Party.

                           2.       The Proprietary Information is to be used
                                    by the Receiving Party only for the
                                    purposes contemplated herein and the
                                    Receiving Party shall not disclose the same
                                    to anyone other than its employees who have
                                    a need to know and who agree to be bound by
                                    the terms of this Agreement. The
                                    Proprietary Information shall not be copied
                                    or retained by the Receiving Party in
                                    written form and all originals and any
                                    copies or summaries thereof shall be
                                    returned to the Disclosing Party upon
                                    request.


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                           3.       Each party acknowledges that its breach or
                                    threatened breach of this section may cause
                                    the Disclosing Party irreparable harm,
                                    which would not be adequately compensated
                                    by monetary damages. Accordingly, in the
                                    event of any such breach or threatened
                                    breach, the Receiving Party agrees that
                                    equitable relief, including temporary
                                    restraining orders or preliminary or
                                    permanent injunctions, shall be an
                                    available remedy in addition to any other
                                    legal remedies to which the Disclosing
                                    Party may be entitled.

                           4.       Neither party shall use the name, trade
                                    name, service marks, trademarks, or printed
                                    materials of the other party, in any
                                    promotional or advertising material,
                                    statement, document, press release or
                                    broadcast without the written consent of
                                    the other party.

         12.      Notices.

                  A.       All notices, demands, requests and other
                           communications required or permitted hereunder shall
                           be in writing and shall be deemed to be delivered
                           when actually received, when sent by certified mail,
                           return receipt requested, reputable overnight
                           carrier or facsimile, to the address set forth
                           below:

                  To OwnerTel, Inc.:               To Plenitude:

                  2870 Peachtree Road, #176        Contact:
                                                           --------------------
                  Atlanta, Georgia 30305                    Title:
                                                                  -------------
                                                   Address:
                                                           --------------------

                                                           --------------------
                  Ph:   (404) 237-8605                     Ph:
                  Fax:  (404) 237-8605                        -----------------
                                                           Fax:
                                                               ----------------

         13.      SURVIVAL OF OBLIGATIONS

                  A.       This Section 13 and the Sections entitled Liability,
                           Binding Effect, Proprietary Information,
                           Governmental Action, Governmental Law and Notices
                           shall survive the termination, cancellation or
                           expiration of this Agreement.

         14.      ENTIRE AGREEMENT

                  A.       This Agreement sets forth the entire understanding
                           and supercedes prior agreements between the parties
                           relating to the subject matter contained herein and
                           merges all prior discussions between them, and
                           neither party shall be bound by any definition,
                           condition, provision, representation, warranty,
                           covenant or promise other than as expressly stated
                           in their Agreement or as is contemporaneously or
                           subsequently set forth in writing and executed by a
                           duly authorized officer or representative of the
                           party to be bound thereby.


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         14.      OWNERTEL, INC. APPROVAL

                  A.       This Agreement is subject to final approval by
                           OwnerTel, Inc. and shall not be binding unless
                           executed by OwnerTel, Inc. In order to be binding,
                           any modifications to this Agreement must be in
                           writing and signed by an officer of OwnerTel, Inc.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective on the date first set forth above.



OWNERTEL, INC.                           PLENITUDE


By:  /s/ Elizabeth Crews                     By:  /s/ Raul DeLao
   -------------------------------              -------------------------------

Elizabeth Crews, Secretary                   Raul DeLao, Owner
2870 Peachtree Road, #176                    4121 Westerly Place
Atlanta, Georgia   30305                     Suite 105
                                             Newport Beach, California   92660
Ph:    (404) 237-8605                        Ph:  (770) 587-0023
Fax:  (404) 237-8605                         Fax:

Federal ID#58-2634747                        Federal ID#


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                             ADDENDUM TO OWNERTEL'S
                            AGREEMENT WITH PLENITUDE

                       [Confidential treatment requested]


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