Exhibit 10.3




                            SUBSCRIPTION AND FUNDING
                              COMMITMENT AGREEMENT


THIS  SUBSCRIPTION AND FUNDING  COMMITMENT  AGREEMENT  ("Agreement") is made and
entered into in duplicate effective this 1st day of February, 2002, by and among
Go Call, Inc., a Delaware corporation ("Parent"),  and Phoenix ATM Service Inc.,
a Delaware corporation ("Company").

                                    RECITALS:

A.   The Parent  desires to provide  the  funding  necessary  to  reimburse  the
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Company for the fees and expenses incurred by the Company in connection with its
formation and, additionally, the Parent desires to make available to the Company
or pay,  for and on  behalf  of the  Company,  any and  all  expenses  and  fees
necessary or appropriate in connection  with the (i) preparation and filing with
the  Securities  and Exchange  Commission  ("Commission")  and any and all other
regulatory authorities,  including, but not limited to, the National Association
of Securities  Dealers,  Inc.  ("NASD") and the  securities  administrators  and
commissioners   of  the  various   applicable   states,   provinces   and  other
jurisdictions,  of a  Registration  Statement  on  Form  SB-2  and  any  and all
amendments,  documents,  agreements,   instruments,   correspondence  and  other
documents  relating  thereto in  connection  with the  efforts of the Company to
become a reporting issuer pursuant to the provisions of the Securities  Exchange
Act of 1934, as amended  ("Exchange Act"); and (ii) participation by the Company
in the  Over-The-Counter  Bulletin Board electronic quotation service maintained
by the NASD ("Bulletin Board);  Additionally,  the Parent desires to pay any and
all legal  fees,  accounting  fees,  filing  fees,  courier  expenses  and other
expenses  incurred  by the Company in  connection  with the  foregoing;  and the
gathering of any and all appropriate information relating thereto.

B.   The Parent desires to acquire from the Company,  as  consideration  for the
--
funding  contemplated by the provisions of Recital A specified above,  2,310,000
shares of the  Company's  $.001 par value common stock  ("Shares").  The Company
desires to issue to the Parent,  as  consideration  for that funding,  2,310,000
shares of the Company's  $.001 par value common stock.  Those  2,310,000  shares
shall be referred to in this Agreement as the "Shares".

(begin boldface)
NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE  PART OF THIS  AGREEMENT,  AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND  OTHER  GOOD  AND  VALUE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY,  THE PARTIES HEREBY COVENANT,  PROMISE,  AGREE, REPRESENT
AND WARRANT TO EACH OTHER AS FOLLOWS:
(end boldface)


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1.   Agreement  to  Subscribe   and  Provide   Funding.   a.  The  Parent  shall
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unconditionally  and  irrevocably  provide the funds necessary or appropriate to
pay any and all expenses and fees incurred in connection  with (i) the formation
of the Company;  (ii) the  preparation  and filing with the  Commission  and the
NASD, any and all other regulatory authorities,  including,  but not limited to,
and the securities  administrators  and commissioners of the various  applicable
states,  provinces and other  jurisdictions of a Registration  Statement on Form
SB-2  and  any  and  all   amendments,   documents,   agreements,   instruments,
correspondence  and other  documents  relating  thereto in  connection  with the
efforts of the Company to become a reporting  issuer  pursuant to the provisions
of the Exchange Act; (iii)  participation  by the Company in the Bulletin Board;
(iv) any and all legal fees,  accounting fees,  filing fees and similar expenses
incurred by the Company in connection with the foregoing;  and (v) the gathering
of any and all appropriate information relating thereto.

b.   The  Parent  hereby  irrevocably  and  unconditionally  subscribes  for and
--
purchases from the Company and the Company hereby agrees to unconditionally  and
irrevocably sell and issue to the Shares. The consideration for the Shares shall
be, and hereby is,  those  funds  provided  by the Parent for the benefit of the
Company pursuant to Section a of this Paragraph 1.

c.   THE  PARENT  UNDERSTANDS  AND  AGREES  THAT THE  PURCHASE  OF THE SHARES IS
--
ILLIQUID AND INVOLVES SIGNIFICANT SPECULATIVE RISK.

2.   Registration  Rights.  At such time as the Company proposes to register any
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of the Company's  securities  pursuant to the Securities Act of 1933, as amended
("Securities  Act"),  the Company will give written  notice to the Parent of the
Company's  intention to effect such a registration  not later than 30 days prior
to the anticipated  filing date. The Company shall include in such  registration
statement  the Shares.  The expenses of such  registration  shall be paid by the
Parent.

3.   Indemnification. a. The Company shall indemnify to the most complete extent
--------------------- --
permitted by law,  the Parent,  the Parent's  officers  and  directors  and each
person who controls the Parent (within the meaning of the Securities Act and the
Exchange  Act) against all losses,  claims,  damages,  liabilities  and expenses
caused by any untrue or alleged  untrue  statement of material fact specified in
any registration statement, prospectus or preliminary prospectus or any omission
or alleged  omission to specify therein a material fact required to be specified
therein or necessary to make the information  specified  therein not misleading,
except  insofar  as the  same  or  caused  by or  contained  in any  information
furnished in writing to the Company by the Parent  especially for use therein or
by the  Parent's  failure to  deliver a copy of the  registration  statement  or
prospectus  or any  amendments  or  supplements  thereto  after the  Company has
furnished to the Parent with a sufficient number of copies of the same.

b.   In  connection  with any such  registration  statement,  the  Parent  shall
--
furnish to the Company in writing such information and affidavits as the Company
reasonably  requests for use in connection with such  registration  statement or
prospectus,  and  the  Parent  shall  indemnify,  to the  most  complete  extent
permitted by law, the Company,  the  Company's  officers and  directors and each
person who controls the Company  (within the meaning of the  Securities  Act and

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<PAGE>




Exchange  Act) against any losses,  claims,  damages,  liabilities  and expenses
resulting  from any untrue or alleged  untrue  statement of material fact or any
omission or alleged  omission of material  fact required to be specified in such
registration  statement or  prospectus  or any  amendment  thereof or supplement
thereto or  necessary  to make the  statements  therein not  misleading,  to the
extent,  but only to the  extent,  that such  untrue  statement  or  omission is
contained in any information or affidavit so furnished in writing by the Parent.

4.   Capacity  and Status of the  Parent.  The Parent  has not been  formed,  or
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recapitalized for the specific purpose of purchasing the Shares.  The Parent has
been duly formed and is validly  existing in good standing  pursuant the laws of
the jurisdiction of its formation, with full and complete power and authority to
enter into the transactions  contemplated by this Agreement.  This Agreement has
been duly and validly  authorized,  executed,  and  delivered  by the Parent and
constitutes the valid, binding and enforceable agreement of the Parent.

5.   Independent  Investigation;  Access.  The Parent, in making the decision to
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purchase  the Shares,  has relied upon  independent  investigations  made by the
Parent  regarding the Company and the proposed  operations  of the Company.  The
Parent has been furnished with all materials  relating to the proposed  business
and operations of the Company. The Parent has received complete and satisfactory
answers to any and all inquiries.

6.   Adequacy  of  Investigation.  The  Parent  acknowledges  that the Parent is
---------------------------------
acquiring the Shares after what the Parent deems to be adequate investigation of
the business and prospects of the Company by the Parent.

7.   No Government  Recommendation or Approval.  The Parent  understands that no
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federal or state agency has passed on or made any  recommendation or endorsement
of the Shares.

8.   Acquired Shares Not Registered;  Indefinite Holding. The Parent understands
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that the Parent must  accommodate  the  economic  risk of an  investment  in the
Shares  for an  indefinite  period of time,  because  the  Shares  have not been
registered  pursuant  to the  Securities  Act of 1933,  as amended  ("Securities
Act").  Therefore,  the Shares must be held by the undersigned unless the Shares
are subsequently  registered pursuant to the Securities Act or an exemption from
such registration is available for the transfer of the Shares.

9.   No  Disposition of Shares Without  Securities  Law  Compliance.  The Parent
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shall  not  distribute  or  subdivide  the  Shares or to  offer,  sell,  pledge,
hypothecate or otherwise transfer or dispose of any of the Shares in the absence
of an effective  registration  statement pursuant to the Securities Act relating
to such disposition,  or an opinion of counsel,  satisfactory to the Company and
its counsel,  to the effect that registration  pursuant to the Securities Act is
not required in respect of such transfer or disposition.

10.  Stop-Transfer and Legends of Certificates.  The Parent further  understands
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that a  stop-transfer  order will be placed on the  stock-transfer  books of the

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<PAGE>




Company respecting the certificates  representing and evidencing the Shares, and
such certificates  shall specify,  until such time as the Shares shall have been
registered  pursuant to the  Securities  Act or shall have been  transferred  in
accordance  with such an  opinion  of  counsel,  the  following  legends or ones
substantially similar thereto:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT
TO THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT PURSUANT TO THAT ACT, OR AN
AVAILABLE EXEMPTION PURSUANT THERETO.

plus any legend that may be required pursuant to any applicable state law.

11.  Private  Offering  Exemption;  Reliance  on  Representations.   The  Parent
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understands  that the offer  and sale of the  Shares  are not  being  registered
pursuant to the Securities Act in reliance on the "private  offering"  exemption
provided by Section  4(2) of the  Securities  Act and that Company is basing its
reliance  on that  exemption  in part on the  representations,  warranties,  and
agreements specified in this Agreement.

12.  Indemnification.  Each party agrees to indemnify  and hold the other party,
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and  such  other   party's   officers,   directors,   stockholders,   attorneys,
accountants,  agents,  representatives  or any other person who may be deemed to
control such other party  harmless from any loss,  liability,  claim,  damage or
expense,  arising out of the inaccuracy of any of the above  representations  or
warranties or the breach of any of the agreements  specified in this  Agreement,
and this indemnification shall survive the purchase and sale of the Shares.

13.  Governing  Law.  This  Agreement  shall be governed by and  interpreted  in
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accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties have signed this Agreement effective on the date
specified in the Preamble of this Agreement.

Phoenix ATM Service Inc.,                       Go Call Inc.,
a Delaware corporation                          a Delaware corporation


By:                                             By:
      --------------------------                      --------------------------
Its:  Authorized Agent                          Its:  Authorized Agent





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