Exhibit 10.42

                                PLEDGE AGREEMENT

         THIS PLEDGE AGREEMENT (the "AGREEMENT") is made as of the 13th day of
June, 2002 by and between Intercallnet, Inc., a Florida corporation (the
"PLEDGOR"), and Stanford Venture Capital Holdings, Inc., a Delaware corporation
(the "SECURED PARTY").

                                    RECITALS

         A. The Secured Party, in its capacity as lender, and the Pledgor have
entered into that certain Loan Agreement of even date herewith (said agreement,
as amended from time to time, the "LOAN AGREEMENT").

         B. Pursuant to the Loan Agreement, the Secured Party agreed to make a
loan (the "LOAN") to the Pledgor in the principal amount of up to US$1,500,000
(the "LOAN").

         C. The Pledgor is authorized to pledge the Collateral (as defined
below) as collateral for the obligations of the Pledgor under the Loan and each
of the Loan Documents (as defined below).

         D. As a condition precedent to the Secured Party's making the Loan, the
Secured Party has further required that the Pledgor execute and deliver this
Agreement to the Secured Party to secure the prompt and complete performance by
the Pledgor of all of its obligations under the Loan and each of the Loan
Documents (as defined below).

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

         1. RECITALS. The above recitals are true and correct and are hereby, by
this reference, incorporated into this Agreement in their entirety.

         2. DEFINITIONS. All capitalized terms used but not otherwise defined in
this Agreement, shall have the respective meanings given to them either in the
(i) Loan Agreement, or (ii) the Florida Uniform Commercial Code.

         3. THE COLLATERAL. For value received, the undersigned, the Pledgor,
hereby pledges, assigns and grants to the Secured Party, with full recourse to
the Pledgor and subject to the provisions of this Agreement, a security interest
in the following described property (the "COLLATERAL"):

                  (i) all of the capital stock, including, without limitation,
all common stock and preferred stock, and other securities of Inter-call-net
Teleservices, Inc. ("INTERCALLNET TELESERVICES") owned by the Pledgor; and

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                  (ii) all proceeds and products of the foregoing, in whatever
form, including, but not limited to: cash, deposit accounts (whether or not
comprised solely of proceeds), certificates of deposit, trust agreements,
negotiable instruments, chattel paper and other instruments for the payment of
money, as well as the further proceeds thereof.

         4. THE OBLIGATIONS. The Collateral secures all Obligations of Pledgor
now or hereafter existing under the Loan Documents, whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations,
interest, fees, premiums, penalties, indemnifications, contract causes of
action, costs, expenses or otherwise (all such Obligations being the
"OBLIGATIONS"). Without limiting the generality of the foregoing, this Agreement
secures the payment of all amounts that constitute part of the Obligations and
would be owed by Pledgor to the Secured Party under the Loan Documents but for
the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving Secured Party.

         5. REPRESENTATIONS, WARRANTIES AND COVENANT. The Pledgor acknowledges
and agrees that the Secured Party is relying on the representations, warranties
and covenants in the Loan Documents as a condition precedent to the Secured
Party's extension of the Loan and that all such representations, warranties and
covenants shall survive the execution and delivery of the Loan Documents, and
any bankruptcy, insolvency or similar proceedings. The Pledgor hereby represents
and warrants to the Secured Party and covenants for the benefit of the Secured
Party as follows:

                  (a) The Pledgor is (and with respect to all Collateral
acquired hereafter shall be) the sole legal and equitable owner of the
Collateral free from any adverse claim, lien, security interest, encumbrance or
other right, title or interest of any person, except for the security interest
created hereby. The interest granted hereby in the Collateral is a first
priority security interest. The Pledgor has the right and power to grant a
security interest in the Collateral to the Secured Party without the consent of
any other person, entity or governmental body, agency or authority of any kind,
and the Pledgor shall at the Pledgor's expense defend the Collateral against all
claims and demands of all persons at any time claiming the Collateral or any
interest therein adverse to the Secured Party. So long as any Obligation to the
Secured Party is outstanding, the Pledgor will not without the prior written
consent of the Secured Party grant to any person a security interest in any of
the Collateral or permit any lien or encumbrance to attach to any of the
Collateral, or suffer or permit any levy or garnishment, or attachment to be
made on any part of the Collateral, or permit any financing statement to reflect
an interest in any part of the Collateral, except that of the Secured Party to
be on file with respect thereto. The Collateral is freely assignable to the
Secured Party. The capital stock of Intercallnet Teleservices, Inc. owned and
pledged by Pledgor hereunder represents 100% of the total outstanding capital
stock of Intercallnet Teleservices.

                  (b) Without the prior written consent of the Secured Party,
the Pledgor shall not sell, transfer, assign, convey or otherwise dispose of its
interest in the Collateral, nor enter into any contract or agreement to do so.


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                  (c) The Pledgor shall execute, perform and deliver all
documents and instruments as may be necessary to effectuate this Agreement,
including without limitation the execution, performance and delivery of any and
all documents necessary to perfect the Secured Party's security interest in and
to the Collateral.

                  (d) The Pledgor agrees to indemnify and hold harmless the
Secured Party and its Affiliates and officers, directors, employees, agents, and
advisors (each, an "INDEMNIFIED PARTY") from and against, and shall pay on
demand any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or resulting from this Agreement
(including, without limitation, enforcement of this Agreement), except to the
extent such claim, damage, loss, liability or expense results from such
Indemnified Party's gross negligence or willful misconduct. The Pledgor shall
pay any documentary stamp taxes, intangible taxes or other taxes (except for
federal or Florida franchise or income taxes based on the net income of the
Secured Party) which may now or hereafter apply to the Collateral or any of the
Loan Documents, and the Pledgor agrees to indemnify and hold the Secured Party
harmless from and against any liability, costs, attorney's fees, penalties,
interest or expenses relating to any such taxes, as and when the same may be
incurred. All sums payable by the Pledgor under this subparagraph are and shall
be secured by the Collateral.

                  (e) The execution and delivery of this Agreement does not and
shall not (A) violate any provisions of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award applicable to the Pledgor,
nor (B) result in a breach of, or constitute a default under, any treaties,
conventions, charters, constitution, declaration, law, rule, regulation, statute
order, decree, indenture, bond, mortgage, lease, instrument, credit agreement,
undertaking, contract or other agreement to which the Pledgor is a party or by
which the Pledgor and its properties may be bound or affected. This Agreement
constitutes the legal, valid and binding obligation of the Pledgor and is
enforceable against the Pledgor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by limitations under equitable principles
governing the availability of equitable remedies.

                  (f) The Pledgor has full power and authority under such laws
to pledge the Collateral as collateral for the prompt and unconditional payment
and performance of the Obligations.

                  (g) If required by the Secured Party, the Pledgor shall
deliver to the Secured Party, to be applied against the Obligations, whether or
not matured, in any manner deemed appropriate by the Secured Party, any profits,
surplus, distributions, interest payments or other monies payable at any time to
the Pledgor promptly upon the Pledgor's receipt thereof and in the form
received. Pending such delivery, the Pledgor shall hold such sums in trust for
the Secured Party and shall not commingle the same with the Pledgor's other
funds. If any such dividend, interest payment or other monies shall be evidenced
by a check, draft or other instrument, the Pledgor shall endorse the same to the
order of the Secured Party, to be applied against the Obligations, whether or
not matured, in any manner deemed appropriate by the Secured Party.


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                  (h) The Pledgor shall pay when due all taxes or other
governmental charges whatsoever levied against the Collateral and all
assessments upon the Collateral other than taxes, assessments or charges being
contested in good faith by the Pledgor by appropriate proceedings diligently
pursued, and the Pledgor shall pay any tax which may be levied on or assessed
against the Loan Documents.

         6. RIGHTS OF SECURED PARTY. The Pledgor agrees with and for the benefit
of the Secured Party that:

                  (a) The Secured Party shall have the right (but not the
obligation) at its option to discharge or pay any taxes, assessments, liens,
security interests or other encumbrances at any time levied or placed on or
against the Collateral. Any amount so paid or advanced by the Secured Party
shall be secured by the Collateral and shall be repayable by the Pledgor on
demand.

                  (b) The Secured Party may sign and file financing statements,
security agreements, recording instruments or other documents or amendments
thereto with respect to the Collateral without the signature of the Pledgor, all
at the Pledgor's sole expense, and the Pledgor shall reimburse the Secured Party
on demand for any costs advanced or incurred by the Secured Party in connection
therewith.

                  (c) The Secured Party shall have such other rights as are
provided to secured parties under applicable law, including, without limitation,
the Florida Uniform Commercial Code.

                  (d) The Secured Party may take control of any Proceeds of the
Collateral at any time and may at its option apply any cash Proceeds of the
Collateral (including without limitation any insurance proceeds or amounts
payable in any lawsuit on account of the Collateral) to the payment of the
Obligations, whether or not matured, in any manner deemed appropriate by the
Secured Party.

                  (e) The Pledgor hereby irrevocably constitutes and appoints
the Secured Party its attorney-in-fact for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument
which the Secured Party may deem necessary or advisable to accomplish the
purposes hereof, which appointment is irrevocable and coupled with an interest.
Without limiting the generality of the foregoing, the Secured Party shall have
the right, after the occurrence and during the continuance of an Event of
Default, with full power of substitution either in the Secured Party's or the
Pledgor's name, to ask for, demand, sue for, collect, receive and give
acquittance for any and all moneys due or to become due with respect to or in
connection with the Collateral; to endorse checks, drafts, orders and other
instruments for the payment of money representing dividends or other
distribution with respect to or in connection with the Collateral or any part
thereof and to give full discharge for the same; to settle, compromise,
prosecute or defend any action, claim or proceeding with respect to the
Collateral; and to sell, assign, endorse, pledge, transfer and make any
agreements respecting, or otherwise deal with, the Collateral.

         7. EVENT OF DEFAULT. For purposes of this Agreement, an "EVENT OF
DEFAULT" shall exist hereunder if there shall exist an Enforcement Event (as
defined in the Loan Agreement) pursuant to the Loan Agreement.


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<PAGE>

         8. RIGHTS AND REMEDIES ON DEFAULT. If any Events of Default shall occur
under any of the Loan Documents, then the Secured Party, in its sole discretion
and without prior notice to the Pledgor, may at any time and from time to time
during the continuation thereof take any or all of the following actions:

                  (a) foreclose the Secured Party's security interest(s) in any
or all of the Collateral as provided by law;

                  (b) sell, resell, discount or dispose of all or any portion of
the Collateral, or endorse, assign and convey the same to any third party;

                  (c) require the Pledgor to assemble the Pledgor's books,
records, files, papers and other data pertaining to the Collateral and deliver
them to the Secured Party at the Pledgor's expense to a place designated by the
Secured Party; or

                  (d) exercise any and all rights and remedies with respect to
the Collateral which the Secured Party may enjoy as a secured party under the
Loan Documents, the Florida Uniform Commercial Code or any applicable law or
regulation.

All rights, remedies and powers granted to the Secured Party in this Agreement
or by applicable law shall be cumulative and may be exercised singularly or
concurrently on one or more occasions. No delay in exercising or failure to
exercise any of the Secured Party's rights or remedies shall constitute a waiver
thereof, nor shall any single or partial exercise of any right or remedy by the
Secured Party be effective unless made in writing and signed by the Secured
Party, nor shall any waiver on one occasion apply to any future occasion, but
shall be effective only with respect to the specific occasion addressed in that
signed writing.

         9. SALE OF THE COLLATERAL. With respect to any sale or disposition of
any of the Collateral, whether made under the power of sale in this Agreement,
under any applicable provisions of the Florida Uniform Commercial Code or other
applicable law, or under judgment or order or decree in any judicial proceeding
for the foreclosure of the Secured Party's security interest or involving the
enforcement of this Agreement:

                  (a) The Collateral may be sold, resold, assigned or delivered,
at the same or at different times, at public or private sale for cash or on
credit or for other property, for immediate or future delivery, and at such
price and on such terms as the Secured Party may determine in its sole
discretion, so long as such disposition is commercially reasonable.

                  (b) The Secured Party agrees to give the Pledgor not less than
five (5) days prior written notice of the time and place of any non-judicial
public sale of the Collateral and not less than five (5) days prior written
notice of the date after which the Secured Party will effect a private sale of
the Collateral. The Pledgor hereby waives any and all other demands,
advertisements or notices except as required by law. Any public sale of any of
the Collateral shall be held at such place or places as the Secured Party may
state in the notice or publication (if any) of such sale.


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<PAGE>

                  (c) The Secured Party shall not be obligated to sell any of
the Collateral if it determines not to do so, notwithstanding that notice of a
sale of such Collateral may have been given. The Secured Party may, without
notice or publication, adjourn any public or private sale or cause the same to
be adjourned from time to time by announcement at the time and place fixed for
the sale, and such sale may be made, without further notice, at the time and
place identified in such announcement.

                  (d) A sale of the Collateral shall divest all right, title,
interest, equity, redemption, claim and demand whatsoever of the Pledgor in and
to the Collateral sold and shall be a perpetual bar both at law and in equity
against the Pledgor and the Pledgor's successors and assigns, and against any
and all persons claiming or who may claim all or any part of the Collateral
from, through or under any of them.

                  (e) The Secured Party may, to the fullest extent permitted by
applicable law, bid for and purchase the Collateral in a commercially reasonable
manner, and upon compliance with the terms of sale may hold, retain and possess
and dispose of the same in its own absolute right.

                  (f) To the fullest extent permitted by law, the Pledgor hereby
waives any claims against the Secured Party arising with respect to any decrease
in the market value of the Collateral during the period held for sale, or
arising by reason of the possibility that the price at which the Collateral may
have been sold was less than the price that might have been obtained had the
sale been otherwise effected.

                  (g) The Secured Party shall have no obligation whatsoever to
resort first to any other security which the Secured Party may hold for the
Obligations. The Secured Party shall not incur any liability to the Pledgor as a
result of the sale of any Collateral at any private sale conducted in a
commercially reasonable manner, or as a result of any failure to sell or offer
for sale the Collateral for any reason whatsoever or to exercise any other
right, privilege, option or power to the fullest extent permitted by law granted
to the Secured Party hereunder.

                  (h) After deducting all costs and expenses of every kind for
taking, retaking, care, safekeeping, collecting, holding, preparing for sale,
selling, delivering and the like (including legal costs, insurance, commission
for sale, and reasonable attorney's fees) and all other charges against the
Collateral, the Secured Party shall apply the residue of the proceeds of any
such sale or other disposition against any and all amounts remaining unpaid
under the Obligations, all in such order of priority as the Secured Party may
determine in its sole discretion.

         10. RIGHTS OF PLEDGOR AND SECURED PARTY.
             ------------------------------------

                  (a) Before Event of Default. Prior to the occurrence of an
Enforcement Event:

                           (i) Voting. Pledgor shall be entitled to exercise any
and all voting and other consensual rights arising under the Collateral, or any
portion thereof, for any purpose not inconsistent with the terms of any of the
Loan Documents.


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<PAGE>

                           (ii) Dividends; Distributions. Pledgor shall be
entitled to receive and retain any and all dividends, distributions and
interest, declared, distributed or paid, with respect to the Collateral, or any
portion thereof, provided, however, that any and all (i) dividends,
distributions and interest paid or payable other than in cash; (ii) instruments
and other property received, receivable or otherwise distributed with respect
to, or in exchange for, the Collateral, or any portion thereof; (iii) dividends
and other distributions paid or payable in cash with respect to the Collateral,
or any portion thereof, in connection with (1) a partial or total liquidation or
dissolution, or (2) a reduction of capital, capital surplus or paid-in-surplus;
and (iv) cash paid, payable or otherwise distributed in respect of principal, or
redemption of, or in exchange for, the Collateral, or any portion thereof; shall
be forthwith delivered to Secured Party to hold as Collateral and shall, if
received by Pledgor, be (x) received in trust for the benefit of Lender, (y)
segregated from all other property or funds of Pledgor, and (z) forthwith
delivered to Secured Party as Collateral in the same form as so received (with
any necessary documents, endorsements or assignments in blank with guaranteed
signature(s)).

                  (b) After Event of Default. Upon the occurrence and during the
continuation of an Enforcement Event:

                           (i) Voting. All rights to Pledgor to (i) exercise
voting and other consensual rights which Pledgor would otherwise be entitled to
exercise, pursuant to Section 10(a)(i), and (ii) receive dividends and interest
payments which Pledgor would otherwise be authorized to receive and retain,
pursuant to Section 10(a)(ii), shall cease, and all such rights shall thereupon
become absolutely vested in the Secured Party. The Secured Party shall
thereafter have the sole and absolute right to exercise all voting and other
consensual rights, and to receive and hold as Collateral all such dividends and
interest payments, without any further notice to, or consent of, Pledgor.

                           (ii) Dividends Held In Trust. All dividends,
distributions and interest payments which are received by Pledgor contrary to
the provisions of Section 10(b)(i) shall be (i) received in trust for the
benefit of the Secured Party, (ii) segregated from other property or funds of
Pledgor, and (iii) forthwith delivered to the Secured Party as Collateral in the
same form as received (with any necessary documents, endorsements or assignments
in blank with guaranteed signatures).

                           (iii) Sale of Collateral. The Secured Party may
exercise in respect of the Collateral and in addition to other rights and
remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party upon default under the Florida Uniform Commercial
Code. The Secured Party may also, without notice, except as specified below,
sell the Collateral, or any part thereof, in one or more blocks at public or
private sale, at any exchange or otherwise or for future delivery, and at such
price or prices and upon such other terms as the Secured Party may deem
commercially reasonable. Pledgor agrees that, to the extent notice of sale shall
be required by law, five (5) days notice to Pledgor of the time and place of any
public sale or private sale is to be made shall constitute reasonable
notification. The Secured Party shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Secured Party may
adjourn to make any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.


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<PAGE>

                           (iv) Application of Proceeds. Any cash held by the
Secured Party as Collateral and all cash proceeds received by the Secured Party
in respect of any sale of, collection from, or other realization upon the
Collateral, or any portion thereof, may, in the discretion of the Secured Party,
be held by the Secured Party as Collateral for, and/or then or at any time
thereafter applied in whole or in part by Lender against all or any part of the
Loan, in such order as Secured Party shall elect.

         11. THE SECURED PARTY'S RIGHTS. At any time and from time to time, the
Secured Party shall have the right, in its discretion and with notice to
Pledgor, to transfer to or to register in the name of the Secured Party, or any
of the Secured Party's nominees, the Collateral, or any portion thereof,
provided, however, that Pledgor shall continue to be the beneficial owner of any
Collateral transferred to or registered in the name of the Secured Party, or the
Secured Party's nominees, prior to occurrence of an Enforcement Event. In
addition, the Secured Party shall have the right at any time to exchange
certificates or instruments representing or evidencing the Collateral, or any
portion thereof, for certificates or instruments of smaller or larger
denominations.

         12. WAIVER OF RIGHTS. To the fullest extent permitted by law, the
Pledgor hereby waives notice, demand, presentment, protest, notice of dishonor,
suit against or joinder of any other person, and all other requirements
necessary to charge or hold the Pledgor liable with respect to the Obligations.

         13. BINDING EFFECT. The terms of this Agreement shall inure to the
benefit of the Secured Party and its successors and assigns and shall be binding
upon the Pledgor and the Pledgor's permitted successors and assigns.

         14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to conflict or
choice of law principles.

         15. WAIVER OF NOTICE. The Pledgor hereby waives notice of non-payment
of any of the indebtedness due under the Loan Agreement, demand, presentment,
protest and notice thereof with respect to any and all instruments, notice of
acceptance hereof, notice of loans or advances made, credit extended, Collateral
received or delivered, or any other action taken in reliance hereon, and all
other demands and notices of any description, except such as are expressly
provided for herein or otherwise required by law.

         16. CONSENT TO JURISDICTION; PROCESS AGENT.

                  (a) The Pledgor hereby irrevocably submits to the exclusive
jurisdiction of any of the federal and state courts in the State of Florida. in
any action or proceeding arising out of or relating to the Loan Documents, and
the Pledgor hereby irrevocably agrees that all claims in respect of such action
or proceeding may be heard and determined in any court of competent jurisdiction
in the State of Florida.


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<PAGE>

                  (b) The Pledgor irrevocably consents to the service of any and
all process in any such action or proceeding by the mailing via certified mail
of copies of such process to the Pledgor at its address set forth on the
signature page hereof or at such other address as shall be designated by the
Pledgor in writing to the Secured Party.

                  (c) Nothing in this Section shall affect the right of the
Secured Party to serve legal process in any other manner permitted by law or
affect the right of the Secured Party to bring any action or proceeding against
the Pledgor or its property in the courts of other jurisdictions.

         17. CONSENT TO VENUE. The Pledgor hereby irrevocably waives any
objection which it may now have or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to the Loan Documents and
hereby further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum,
the Pledgor specifically acknowledges that Miami-Dade County, Florida, is a
proper venue for the Secured Party to bring suit against the Pledgor pursuant to
the Loan Documents.

         18. NO DEFENSE TO SETOFF. If the Pledgor has any claims, defenses or
rights against the Secured Party, it may nevertheless not delay, suspend or
cancel its performance of its obligations to the Secured Party under any of the
Loan Documents, or the right of the Secured Party to setoff or seize the
Collateral, on account thereof.

         19. DELAY. No delay or omission on the Secured Party's part in
exercising any right, remedy or option shall operate as a waiver of such or any
other right, remedy or option or of any default.

         20. JURY WAIVER. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
ARISING UNDER THE LOAN DOCUMENTS OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO. EACH PARTY HEREBY
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY.

         21. TERMINATION. The Loan Documents shall continue to be in full force
and effect until the Loan has been indefeasibly paid in full to the Secured
Party in immediately available funds in United States Dollars and all other
Obligations. Notwithstanding the above, the representations and warranties
contained in the Loan Documents and the indemnity provisions herein shall
survive the repayment of the Loan.


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<PAGE>

         22. ENTIRE UNDERSTANDING. The Loan Documents and the documents executed
concurrently herewith contain the entire understanding between the Pledgor and
the Secured Party and supersedes all prior agreements and understandings, if
any, relating to the subject matter hereof. Any promises, representations,
warranties or guarantees not herein contained and hereinafter made shall have no
force and effect unless in writing, signed by the duly authorized officers of
the Pledgor and the Secured Party.

         23. AMENDMENTS AND FURTHER UNDERSTANDINGS. The Secured Party and the
Pledgor may from time to time amend this Agreement or any of the other documents
relating hereto or enter into written supplemental agreements; all such
amendments must be in writing and signed by both parties hereto.

         24. SUCCESSORS AND ASSIGNS.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the Pledgor, the Secured Party, all future holders of the Note and
their respective successors and assigns, except that the Pledgor may not assign
or transfer any of its rights or obligations under the Loan Documents without
the prior written consent of the Secured Party.

                  (b) The Secured Party may sell, assign or transfer all or any
part of its rights under any of the Loan Documents.

         25. INDEMNITY. In relation to this Agreement and the transactions
contemplated herein, the Pledgor shall indemnify the Secured Party from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, fees, expenses and disbursements of any kind
or nature whatsoever (including, without limitation, fees and disbursements of
counsel, whether or not suit is ever brought): (1) which may be imposed on,
incurred by, or asserted against the Secured Party in any litigation, proceeding
or investigation instituted or conducted by any governmental agency of the
United States or any other person as a result of the Secured Party entering into
the Loan Documents; (2) in all efforts made by the Secured Party to enforce
payment of any of the Obligations or effect collection of any Collateral; (3) in
connection with the entering into, modification, amendment, administration and
enforcement of the Loan Documents or any consents or waivers hereunder and all
related agreements, documents and instruments or (4) in connection with the
custody or preservation of, or other realization upon, any of the Collateral
hereunder. The Secured Party shall advise the Pledgor of any of the
above-mentioned actions. Notwithstanding the foregoing, the Pledgor shall not
indemnify the Secured Party for claims that relate directly to the gross
negligence or willful misconduct of the Secured Party.

         26. NOTICE. Any notice or request hereunder maybe given to the Pledgor
or to the Secured Party, by certified mail, overnight courier, or telefax
(return receipt or evidence of receipt requested), at their respective addresses
set forth below or at such other address as may hereafter be specified in a
notice designated as a notice of change of address under this Section.


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<PAGE>


                                      Stanford Venture Capital Holdings, Inc.
If to Secured Party:                  6075 Poplar Avenue, Suite 202
                                      Memphis, Tennessee 38119
                                      Attention:  Chief Executive Officer

                                      Stanford Financial Group
With a copy to:                       5050 Westheimer
                                      Houston, Texas 77056
                                      Attention:  Office of the General Counsel

                                      Hunton & Williams
And a copy to:                        Barclays Financial Center
                                      1111 Brickell Avenue, Suite 2500
                                      Miami, Florida 33131
                                      Attention:  Alberto M. Hernandez
                                      INTERCALLNET, INC.
If to Pledgor:                        6340 NW 5th Way
                                      Fort Lauderdale, FL 33309
                                      Attention: Scott Gershon


                                      Campo & Associates
With a copy to:                       825 Third Avenue, 30th Floor
                                      New York, NY  10022
                                      Attention:  Benjamin Campo, Esq.

         27. SEVERABILITY. If any part of this Agreement is contrary to or
deemed invalid under any applicable law, such provision shall be inapplicable
and deemed omitted to the extent so contrary or invalid, but the remainder
hereof shall not be invalidated thereby and shall be given effect to the maximum
extent possible.

         28. COOPERATION. The Pledgor and the Secured Party agree to take all
actions reasonably necessary or convenient to effectuate the purposes of this
Agreement, including without limitation, to execute and deliver any documents
which the Secured Party deems necessary or convenient.

         29. HEADINGS. Section and Article headings in this Agreement are
included for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose.

         30. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which taken together shall constitute one and the same
instrument.


                                       11
<PAGE>


         WITNESS THE DUE EXECUTION HEREOF by Pledgor as of the 13th day of
June, 2002.
<TABLE>
<CAPTION>

<S>                                                      <C>
WITNESS:                                                  PLEDGOR:

                                                          INTERCALLNET, INC., A FLORIDA
                                                          CORPORATION


                                                          By: /s/ Scott Gershon
----------------------------------                            -----------------
                                                          Name: Scott Gershon
                                                          Title: Chief Executive Officer
----------------------------------


WITNESS:                                                  SECURED PARTY:

                                                          STANFORD VENTURE CAPITAL
                                                          HOLDINGS, INC., A DELAWARE CORPORATION


                                                          By: /s/ James M. Davis
----------------------------------                            ------------------
                                                          Name: James M. Davis
                                                          Title: President
----------------------------------
</TABLE>


                                       12
<PAGE>


                                   EXHIBIT "A"


                                     [NOTE]




                                       13
<PAGE>




                                   EXHIBIT "B"





                                [LOAN AGREEMENT]



                                       14