Service Agreement
                                -----------------
                             For iBill Complete(TM)
                             ----------------------


This  Service  Agreement  for iBill  Complete  is made by and  between  Internet
                                                                        --------
Billing Company, Ltd. ("iBill") and Adult Mergers, Inc. ("Client").
---------------------               -------------------

In  consideration  of the mutual  covenants herein contained and intending to be
legally bound by the provisions of this Agreement, the parties agree as follows:

1. Description of Services:
---------------------------

iBill  will  provide to Client and  Client  will  purchase  from iBill the iBill
Complete  service  (the  "Service").  iBill  Complete  service is an  electronic
billing and payment  service  provided  by iBill which  allows  Client to accept
payment for their services over the internet via credit cards, checking accounts
and  telephone  billing.  As part of the Service  iBill also provides the Client
with access to the Commerce Management Interface ("CMI") which allows the Client
to track  sales  and  make  certain  administrative  changes  to its  account(s)
on-line.


2. Definitions:
---------------

The following terms are defined for use in this Agreement:

"Agreement" means this Service Agreement for iBill Complete.

"Authorized Agent" means an individual duly authorized by the Client to bind the
Client and to act as the primary  representative  of the Client in order to make
changes to the Client's iBill account.

"Client" means the individual or business  entity that agrees to these terms and
conditions and intends to use iBill Complete to sell access to its services.

"Customer" means any person desiring to purchase access to the Client's services
via iBill Complete.

"Customer  Charge" means the amount to be charged to the Customer's  account for
the purchase of access.

"Chargeback"  or "Revoke" means a Customer  Charge which the credit card service
company, or Customer's bank or telephone services provider and iBill identify as
being invalid or  non-collectible  after initial acceptance on account of fraud,
lost, canceled, unissued, invalid account identification, an unresolved customer
complaint,  or other cause which results in the deduction of the Customer Charge
from moneys otherwise payable to iBill.

"iBill" means Internet Billing Co., Ltd.

"Proof of Purchase"  means an  authentication  provided to Customer by iBill for
use as an access device to Client's services.

"Reserve" means funds withheld from client sales in order to cover  Chargebacks,
Revokes and refunds.

"Service" means iBill's  electronic billing and payment services and any related
products and services.



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"Software" means Software and related documentation  provided by iBill to Client
in connection with the Service.

"Total Revenue" means Client's revenues for the applicable service (Credit Card,
Telephone Billing,  or iBill Checks) before the deduction of applicable Reserve,
Service Fees, and any other charges or obligations.


3. Fees and Reserves:
---------------------

     3.1  Fees for Credit Card  Services.  Service fees for iBill's  credit card
          -------------------------------
          billing and payment  services are a percentage  of the Client's  Total
          Revenues  based on the  Client's  Total  Revenues  during the relevant
          billing period (billing  periods are from the 1st of each month to the
          15th of that  month,  and from  the  15th to the 1st of the  following
          month).

          Total Revenues for billing     Service Fee     If less than 2% total
                    period                                    adjustments*
          --------------------------   ---------------   ---------------------
                   $0-$9,999                 15%                 15.0%
                $10,000-$24,999              14%                 13.5%
                $25,000-$49,999              13%                 12.5%
                $50,000-$99,999              12%                 11.5%
                   $100,000-             negotiable            negotiable

               * Clients qualify for an automated  service fee reduction of 0.5%
               if their total  'adjustments'  (Chargebacks and refunds) during a
               billing period are less than 2% of Total Revenue.


     3.2  Fees for iBill Telephone  Billing Service.  iBill's  Telephone Billing
          ------------------------------------------
          service allows the Client to charge for access to their services via a
          900 number.  iBill's service fees for Telephone Billing are based upon
          the retail amount charged for the Client's services as follows:

                 Charge per call            Service Fee
               -------------------        ---------------
                   $2.00 - $3.49                35%
                   $3.50 - $5.00                30%
                   $5.01 - $8.00                25%
                   $8.01 - $35.00               20%

          Client  may  use  iBill's  shared  900  phone  lines  for  charges  of
          predefined amounts.


     3.3  Fees for  iBill  Checks.  iBill  Checks  allows  the  client to charge
          ------------------------
          Customers'  checking accounts for access to services.  The service fee
          for iBill Checks is 15% of the Client's Total Revenue.


     3.4  Fees for Credit Card Services Chargebacks. Should Client's Chargebacks
          ------------------------------------------
          exceed 2.5% of Client's  Total Revenue  (prior to any  reductions  for
          Chargebacks) in any month of the term of the Agreement, Client will be
          charged a $15 fee for each  Chargeback  in excess of 2.5% of  Client's
          Total  Revenue  (prior  to  any  reductions  for  Chargebacks)  in the
          applicable month. This Chargeback threshold shall be subject to change
          at  iBill's  sole  discretion  based on  changes  in card  association
          regulations regarding allowable Chargeback levels.


     3.5  Reserve.  Reserve for  Chargebacks,  Revokes and refunds for all iBill
          --------
          services is 10% of Client's  Total  Revenues  held for a period of six
          months. iBill shall have the right, in its sole discretion,  to adjust
          the amount held and holdback period as is deemed necessary as security


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          against  future  Customer  Chargebacks,   Revokes  and  refunds  after
          notification to the Client.


4. Advertising:
---------------

When advertising the use of iBill Services, the ad or screen must state:

(i)    The  customer's  cost for the  service  offered  (or cost of the call for
       Telephone Billing).

(ii)   A description of the product.

(iii)  That iBill Complete is a service of Internet Billing Company, Ltd. with a
       link to: http://www.iBill.com.
                ---------------------

(iv)   For  iBill  Telephone  Billing  services,   anytime  the  900  number  is
       displayed,  the  charges for the call and all other  requirements  listed
       above must also be displayed, at the same time and for the same duration.


5. Payment:
-----------

     5.1  Credit Card and iBill Checks Services.  Client sales will be processed
          --------------------------------------
          on the 1st and 15th of each  month for the  payment  period  ending 15
          days prior.  Company  will  deliver its payments to Client as promptly
          after  these  dates as is  practicable.  The payment due the Client is
          equal to the sum of Client's Total Revenues  during the specified time
          period LESS (i) the sum of all Customer  Charges denied,  refused,  or
          charged  back by the credit card  service  company  during the period,
          (ii) all refunds  processed  on account of Client's  Customer  Charges
          during the period,  (iii) the  Reserve as  described  above,  (iv) the
          Service Fee as described above, and (v) all taxes, penalties,  charges
          and other items reimbursable  hereunder or otherwise  occurring during
          the  period   including   but  not  limited  to  any   indemnification
          obligations.  The Service Fee shall be determined  by first  computing
          the amount due Client  without regard to the Service Fee and the items
          described under (v) and by then applying the  appropriate  Service Fee
          percentage to the result.  Client shall be responsible for all charges
          associated  with  requests  to stop  payment on any  checks  issued by
          iBill.  Client  payments  shall  only be made at the end of a  payment
          period where the payment due to the Client is in excess of $50. If the
          payment due to the Client at the end of a payment  period is less than
          $50,  then  payment  to the  Client  shall be held  over to end of the
          succeeding  payment  periods  until such time as the  accumulation  of
          Client's  payments  equal or exceed  $50.  Should  iBill's  payment to
          Client  never  equal or exceed  $50 at any point in the  twelve  month
          period  beginning on the Client's  activation of service,  the payment
          shall be forfeit to iBill to cover administrative charges.


     5.2  iBill Telephone  Billing Service.  Payments are calculated on the 27th
          ---------------------------------
          day of each month.  Payments due the Client are  processed on the 15th
          of each month two months in arrears, for example,  payments calculated
          from  December  27th  through  January 27th will be processed on March
          15th.  Company will  deliver its payments to Client as promptly  after
          the 15th of the month as is practicable. The payment due the Client is
          equal to the sum of Client's Total Revenues  during the specified time
          period LESS (i) the sum of all Customer  Charges denied,  refused,  or
          charged  back by the credit card  service  company  during the period,
          (ii) all refunds  processed  on account of Client's  Customer  Charges
          during the period,  (iii) the  Reserve as  described  above,  (iv) the
          Service Fee as described above, and (v) all taxes, penalties,  charges
          and other items reimbursable  hereunder or otherwise  occurring during
          the  period   including   but  not  limited  to  any   indemnification
          obligations.  The Service Fee shall be determined  by first  computing

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          the Client's  Total Revenue  without regard to the Service Fee and the
          items described under (v) and by then applying the appropriate Service
          Fee  percentage  to the result.  Client shall be  responsible  for all
          charges  associated with requests to stop payment on any checks issued
          by  iBill.Client  payments  shall only be made at the end of a payment
          period where the payment due to the Client is in excess of $50. If the
          payment due to the Client at the end of a payment  period is less than
          $50,  then  payment  to the  Client  shall be held  over to end of the
          succeeding  payment  periods  until such time as the  accumulation  of
          Client's payments equal or exceed $50.


     5.3  Payment via U.S.  Mail.  There is no charge for payments made via U.S.
          -----------------------
          Mail.  Should Client's payment be returned to iBill as  undeliverable,
          iBill  will  attempt to contact  the  Client via  e-mail.  If iBill is
          unable to contact  the  Client  via  e-mail  and a second  consecutive
          payment  is  returned  as  undeliverable,  Client's  payment  shall be
          forfeit to iBill to cover administrative charges.


     5.4  Payment by ACH Direct Deposit (U.S. Bank Accounts only). There will be
          --------------------------------------------------------
          a charge  of $5.00  for  each  payment  made to  Client  via ACH.  The
          Client's bank may charge an additional fee for accepting ACH deposits.
          There is a 20 day pre-note  verification  period  before the first ACH
          deposit  can be made.  Deposits  will not be made if the amount due is
          less than $10.00.  The  authorization  to use ACH Direct Deposit shall
          remain  in force  until  such  time as iBill  and  Client's  bank have
          received written notice from Client of its termination, in such a time
          and manner as to afford iBill and Client's bank reasonable opportunity
          to act on such notice. Any outstanding balances not credited to Client
          shall roll over to Client's next billing cycle.  By  participating  in
          ACH Direct Deposit  Client  authorizes  iBill to deposit  amounts owed
          Client  by  initiating  credit  entries  to  Client's  account  at the
          financial institution indicated on the form submitted to iBill. Client
          further  authorizes  Bank to accept and to credit  any credit  entries
          indicated  by iBill to  Client's  account.  In the  event  that  iBill
          deposits funds  erroneously into Client's  account,  Client authorizes
          iBill to debit  Client's  account  for an  amount  not to  exceed  the
          original  amount  of  the  erroneous  credit,   and  Client  shall  be
          personally liable for any amounts that are not available for debit.


     5.5  Payment  by Wire  Transfer.  There will be a charge of $37.00 for each
          ---------------------------
          wire  transfer  made.  Deposits  will not be made if the amount due is
          less than $150. Any outstanding  balances not credited to Client shall
          roll over to Client's next billing cycle.  Client  authorizes iBill to
          deposit  amounts owed Client by initiating  credit entries to Client's
          financial institution indicated on the form submitted to iBill. Client
          further authorizes Client's financial institution to accept and credit
          any entries indicated by iBill to Client's account.  In the event that
          iBill  deposits  funds  erroneously  into  Client's  account,   Client
          authorizes iBill to debit Client's account for an amount not to exceed
          the  original  amount of the  erroneous  credit,  and Client  shall be
          personally  liable for any amounts that are not  available  for debit.
          This  authorization  is to remain in full force and effect until iBill
          and Client's  financial  institution have received written notice from
          Client of its termination,  in such time and manner as to afford iBill
          and Client's financial  institution  reasonable  opportunity to act on
          such notice.


6. Spam:
--------

"Spam" generally involves the sending of unsolicited  commercial  e-mail.  While
iBill cannot  monitor the manner in which clients  advertise,  upon receipt of a
complaint, iBill shall notice the Client. Upon the second complaint of Spam sent
to the same recipient, iBill reserves the right to suspend the Client's account,
until such time as iBill receives  assurances that the Client shall refrain from
engaging in Spam.



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7. RevShare Program:
--------------------

Clients  participating  in the  RevShare  program,  authorize  iBill  to pay any
RevSharer(s) included in the RevShare Application submitted to iBill on Client's
                             --------------------
behalf.  Further,  Client authorizes iBill to first deduct any amounts due to be
paid on  Client's  behalf to  RevSharer(s)  from any funds  that are due  Client
during each processing  period.  Funds withheld for RevSharers are paid by iBill
twice  per  month on the 8th and 22nd of each  month.  Client  understands  that
RevSharers  will be responsible  for their portion of  Chargebacks  and refunds,
however,  when  funds  are  not  available  for the  RevSharer  to  cover  these
adjustments,  any shortage  will be adjusted from  Client's  Master  Account(s).
Client  understands  that any  requests  made by Client to modify,  suspend,  or
terminate  payment to RevSharer(s)  will not be honored once  RevSharer(s)  have
processed any  transaction on behalf of Client,  unless payment to  RevSharer(s)
would be unlawful. iBill reserves the right to modify, suspend, or terminate any
RevSharer ID for any reason, without prior notice.


8. Loyalty Discount Program:
----------------------------

Clients participating in the Loyalty Discount program agree that they understand
the manner in which the system works.  The Client agrees that iBill is in no way
guaranteeing  increased  revenues,  longer  retention,  nor any other additional
economic  benefits,  but merely providing an additional  service that may or may
not help Client's business.  Client understands and acknowledges that once there
are subscribers to Clients Loyalty  Discount  program,  such subscriber  payment
schedules  cannot be  changed.  iBill  shall not be  responsible  for any Client
errors in selecting  pricing  schedules,  the only available remedy is to cancel
the subscriber.


9. End User Information:
------------------------

Client understands that any information  accepted by iBill from end users is the
property of iBill,  and shall remain the property of iBill upon  cancellation of
this Agreement.


10. Transaction Limits:
-----------------------

iBill may  impose  limits on the  amount  or  number of  purchases  which may be
charged to an individual  credit card account during any time period,  or refuse
to accept orders from  Customers with a prior history of  questionable  charges.
iBill may impose  transaction limits on Client either temporarily or permanently
which are more  restrictive  than  limits  placed on other  clients  in order to
reduce  iBill's   reasonable   apprehension   of  risk  of  loss  under  varying
circumstances.  iBill  is in no way  responsible  for any  losses  sustained  by
Client,  including  claims for lost  profits,  on account of the  imposition  of
transaction limits for any reason.


11. Refund Policy:
------------------

iBill  will  use  commercially   reasonable  efforts  to  direct  inquiring  and
complaining Customers to utilize the customer support services offered by Client
in order to resolve all disputes and  complaints,  however,  iBill  reserves the
right to issue a refund  without the  knowledge or consent of Client in any case
that it deems appropriate.


12. Customer Support:
---------------------

Client  shall at all times have the  ability to  respond to  inquiries  from its
Customers  promptly  and shall  endeavor  to  resolve  disputes  with  Customers
amicably.  The  occurrence  of complaints  from  Customers  and/or  inquiries or
Chargebacks  regarding  Client's  services may be cause for  termination of this
Agreement if such events occur with unacceptable  frequency as determined in the
sole discretion of iBill. In addition, iBill reserves the right to charge Client


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<PAGE>






reasonable  fees and  recover  its  expenses  on account of  excessive  customer
inquiries,  refunds, or Chargebacks.  Prior to imposing such fees and attempting
to recover its costs, iBill shall notify Client of the details and nature of the
problems and attempt to find mutually acceptable solutions.  If iBill and Client
are unable to  achieve  mutually  acceptable  solutions,  Client  shall have the
option of continuing  this Agreement  subject to the  additional  fees and costs
imposed by iBill or of terminating this Agreement.


13. Passwords:
--------------

Client is wholly  responsible for maintaining  the  confidentiality  of Client's
password and account and for any and all  activities  that occur under  Client's
account


14. Proofs of Purchase:
-----------------------

Client shall  accept iBill Proofs of Purchase  only as payment for access to its
services.  Client may not accept  Proofs of  Purchase as payment for the sale or
use of goods or property of any kind under this  Agreement.  Client may under no
condition  utilize  Telephone Billing as a payment mechanism to accept Proofs of
Purchase as payment for goods or property.


15. Regulation Authorization, Client Representations:
-----------------------------------------------------

Client  represents  and warrants that it is legally  authorized and has obtained
all necessary  regulatory  approvals and certificates to provide any services it
intends to offer.  Client further represents and warrants that it will comply at
all times with all applicable  federal,  state/provincial,  or local laws, rules
and regulations  including any applicable card association or Automated Clearing
House rules.

Client  is  fully  responsible  for  the  content  of its Web  site  and for the
advertising  and  promotion  of all of Client's  products or  offerings.  Client
represents  and warrants to iBill that it is the owner or that it has full right
and authority to use and  disseminate all  information,  data,  graphics,  text,
video, music or other intellectual property which either forms a part of its Web
site,  which is provided by Client to  Customers,  or which is used by Client in
its  advertising  and  promotion to  Customers.  The Client agrees to accept any
valid Proof  Purchase  provided  by iBill as payment for access to the  Client's
services.


16. Confidentiality, Intellectual Property.
-------------------------------------------

IBill's services and all information and documentation relating thereto shall be
held in  confidence  by Client and may not be used by Client (other than for the
furtherance  of the purposes of the  Agreement)  nor  disclosed to third parties
without iBill's prior written consent. This includes the discovery of any errors
or omissions in the services. The terms and conditions of this Agreement may not
be disclosed or made  available by either party hereto to third parties  without
the prior written consent of the other party.  Notwithstanding  anything in this
Agreement to the  contrary,  either party may disclose to third parties the fact
that Client is using iBill's services.

Client  recognizes  that the  services  and  documentation  are and  contain the
valuable, confidential and trade secret information of iBill.


17. Software:
-------------

In  consideration  for  payment  of any  applicable  fees,  Client is  granted a
personal, non-exclusive, non-transferable license to use the Software, in object
code form only,  solely in connection with the Service (the  "License").  Client
shall not: (i) attempt to reverse engineer, decompile,  disassemble or otherwise
translate or modify the Software in any manner; or (ii) sell,  assign,  license,


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<PAGE>






sublicense or otherwise transfer,  transmit or convey Software, or any copies or
modifications  thereof,  or any interest therein, to any third party. All rights
in the Software,  including without  limitation any patents,  copyrights and any
other intellectual property rights therein,  shall remain the exclusive property
of  iBill  and/or  its  licensors.  Client  agrees  that  the  Software  is  the
proprietary and confidential  information of iBill and/or its licensors  subject
to the provisions of Section 14 ("Confidential  Information") above. The License
shall  immediately  terminate upon the earlier of: (i) termination or expiration
of this Agreement; (ii) termination of the Service(s) with which the Software is
intended for use; or (iii)  failure of Client to comply with any  provisions  of
this Section.


18. Taxes:
----------

The  Client  is fully  responsible  for and  agrees  to pay all  taxes and other
charges imposed by any government  authority on the services provided under this
Agreement and on any transactions processed pursuant to this Agreement.


19. Limitations of Liability:
-----------------------------

IBILL ASSUMES NO LIABILITY FOR DISRUPTIONS OR IMPROPER  OPERATION OF THE SERVICE
FOR ANY REASON,  INCLUDING, BUT NOT LIMITED TO, VANDALISM,  THEFT, PHONE SERVICE
OUTAGES, INTERNET DISRUPTIONS, EXTREME OR SEVERE WEATHER CONDITIONS OR ANY OTHER
CAUSES  IN THE  NATURE  OF "ACTS OF GOD" OR FORCE  MAJEURE.  IBILL  SHALL NOT BE
RESPONSIBLE FOR CONSEQUENTIAL DAMAGES OR PUNITIVE OR EXEMPLARY DAMAGES UNDER ANY
CIRCUMSTANCES. IN NO CASE SHALL CLIENT BE ENTITLED TO RECOVER DAMAGES FROM IBILL
WHICH  EXCEED  THE SUM OF THE  AMOUNTS  OF FEES  RETAINED  BY IBILL  UNDER  THIS
AGREEMENT  DURING THE ONE MONTH PRIOR TO THE EVENT  GIVING RISE TO THE CLAIM FOR
DAMAGES.


20. Disclaimer of Warranties:
-----------------------------

EXCEPT AS SPECIFICALLY  SET FORTH IN THIS AGREEMENT,  IBILL MAKES NO WARRANTIES,
EXPRESS OR IMPLIED,  AS TO ANY IBILL  SERVICES,  RELATED  PRODUCTS,  SOFTWARE OR
DOCUMENTATION.  IBILL  SPECIFICALLY  DISCLAIMS  ANY AND ALL IMPLIED  WARRANTIES,
INCLUDING  WITHOUT  LIMITATION  ANY IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE.


21. Indemnification:
--------------------

Client agrees to indemnify and hold harmless  iBill,  its  employees,  officers,
agents,  and  directors  from  any and all  fines,  penalties,  losses,  claims,
expenses  (including  attorney fees), or other liabilities  resulting from or in
connection with this Agreement. iBill assumes no liability of Client for failure
to comply with this Agreement and any results  caused by the acts,  omissions or
negligence of Client, sub-contractor or an agent of Client or an employee of any
one to them, including,  but not limited to, claims of third parties arising out
of or  resulting  from or in  connection  with  Client's  products or  services,
messages, programs, caller contracts, promotions,  advertising,  infringement or
any claim for libel or slander or for violation of copyright, trademark or other
intellectual  property  rights.  iBill may  deduct  the above  described  fines,
penalties,   losses,  claims,  expenses  (including  attorney  fees),  or  other
liabilities from the proceeds of Client's sales.


22. Term:
---------

The  term of this  Service  Agreement  shall  be for 12  months  beginning  upon
execution of this document by Client and  subsequent  acceptance  by iBill,  and
shall  automatically renew at the end of each consecutive 12 month period unless
iBill receives  written  notice of non-renewal  from Client no less than 30 days
prior to the  expiration  of such 12 month period.  iBill  reserves the right to
terminate  this  Agreement  without  cause  upon 30 days prior  notification  to

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Client. iBill may further terminate this Agreement immediately without notice at
any time Client breaches any part of this Agreement. Upon termination, notice of
non-renewal  or  cancellation  of  this  Agreement  payment  shall  be  made  in
accordance with the Section entitled "Payment", above.


23. Survival of Claims:
-----------------------

Any claim arising out of or related to this  Agreement  must be brought no later
than one (1) year after it has accrued.


24. Invalid or Non-enforceable Provisions:
------------------------------------------

The invalidity or non-enforceability  of any provision of this Agreement,  as so
determined  by a court of  competent  jurisdiction,  shall not  affect the other
provisions hereof, and in any such occasion this Agreement shall be construed in
all respects as if such invalid or non-enforceable provision were omitted.


25. Account Claims and Disputes:
--------------------------------

If another person or entity makes a claim against funds in Client's account,  or
if iBill has reason to believe there is or may be a dispute over matters such as
ownership of the account or the authority to receive payment, or make changes to
the  account,  iBill may,  in its sole  discretion,  (1)  continue  to rely upon
current iBill documents;  (2) honor the competing claim upon receipt of evidence
iBill deem  satisfactory  to justify  such claim;  (3) freeze all or part of the
funds  until the dispute is  resolved  to iBill's  satisfaction;  or (4) pay the
funds to an appropriate court of law for resolution.


26. Choice of Law/Venue:
------------------------

This  Agreement  shall be construed and enforced in accordance  with the laws of
the State of Florida and the venue for any action,  dispute or  proceeding  with
respect to this Agreement shall be Broward County, Florida.


27. Captions:
-------------

The captions in this Agreement are for convenience only and shall not be used in
interpreting, construing, performing or enforcing this Agreement.


28. Amendments and Modifications:
---------------------------------

No Amendment or  modification of this Agreement shall be valid unless same is in
writing and signed by all parties hereto. iBill may amend this Agreement to take
into  account  changes  in  law  or  regulations  or  industry  mandates  and to
accommodate changes imposed on iBill, and to make other changes deemed necessary
by iBill,  provided  that  such  changes  do not  materially  alter the  ongoing
obligations  of the  parties,  by  sending  Client  a  specimen  of the  changed
Agreement,  or making a specimen of the changed  agreement  available upon a web
page located on the internet.  Unless Client  rejects the changed  Agreement and
terminates this Agreement by notice to iBill in writing within fifteen (15) days
after  iBill  sends the  changed  Agreement,  or makes  said  changed  agreement
available on the internet,  the changed  Agreement  shall replace this Agreement
and be in full force and effect.


29. Authorized Agent, Account Changes:
--------------------------------------

Account  changes  of any  type  may  only be made  via the  Client's  designated
Authorized  Agent. In order to change the Authorized  Agent, the iBill Statement


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<PAGE>






of Change of Authorized Agent form must be filled out, signed,  and submitted to
iBill.  The  Statement  of Change of  Authorized  Agent form is the only  notice
recognized by iBill that the current  Authorized Agent is no longer permitted to
make changes to the account.  Any change in the authority of  Authorized  Agents
will not be effective until three (3) business days after iBill's receipt of the
Statement of Change of Authorized Agent form,  provided that iBill may recognize
such change earlier at its discretion. The Client agrees that in instances where
iBill has relied upon the implied,  apparent,  and/or  express  authority of the
Authorized  Agent,  iBill shall be held harmless for any damages incurred by the
Client  or any third  party,  due to  changes  made to the  Agreement  or Client
account by such Authorized  Agent.  Client must provide a valid,  working e-mail
address on enrollment.  Any changes to Client's  account via e-mail must be made
via the e-mail address  provided on  enrollment.  iBill shall not be responsible
for any unauthorized changes made to Client's account via this e-mail address.


30. Notices:
------------

Unless otherwise specified herein, any notices or other communications  required
or permitted  hereunder shall be sufficiently  given if in writing and delivered
personally  or  sent  by  facsimile  transmission,   internationally  recognized
overnight  courier,  registered or certified  mail (postage  prepaid with return
receipt requested), to the address or facsimile number of Client or iBill as set
forth below. Such notices or other  communications  shall be deemed received (i)
on the date  delivered,  if delivered  personally,  (ii) on the date that return
confirmation is received, if sent by facsimile,  (iii) on the business day after
being sent by an internationally  recognized  overnight air courier or (iv) five
days after being sent, if sent by first class  registered  mail,  return receipt
requested.

Internet Billing Company, Ltd.                 Adult Mergers, Inc.
5701 Pine Island Road, Suite 240               1277 Nelson Street
Ft. Lauderdale, FL 33321                       Vancouver, BC V6E 4M8 Canada
Attn: Legal Department                         Attn: Winston Barta, President
Fax: 954-724-8213                              Fax: +(208) 361-2786


31. Survival of Obligations:
----------------------------

The rights and obligations of the parties  hereunder which by their nature would
continue beyond the  termination or  cancellation of this Agreement  (including,
without limitation,  those relating to  confidentiality,  payment of charges and
limitations of liability)  shall survive any termination or cancellation of this
Agreement.


32. Transfer and Assignment:
----------------------------

Client may not sell,  assign or transfer any of its rights or obligations  under
this Agreement without the prior written consent of iBill (which consent may not
be unreasonably withheld).


33. Authorization; Entire Agreement:
------------------------------------

The persons  signing or  otherwise  accepting  this  Agreement  on behalf of the
Client  represent  and warrant  that they have the  authority to enter into this
Agreement on behalf of the Client.  This Agreement contains the entire agreement
of  the  parties  and  supercedes  any  other  agreements   (written  or  oral),
instruments or writings as to its subject matter.







                               iBill Confidential
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<PAGE>






IN WITNESS  WHEREOF,  the  parties,  intending  to be legally  bound,  have duly
executed this Agreement affected as of the date set forth.


iBill:                                   Adult Mergers, Inc.:
------                                   --------------------

By:                                       By:
   -----------------------------------       -----------------------------------


Name:                                     Name:
     ---------------------------------         ---------------------------------


Title:                                   Title:
      --------------------------------         ---------------------------------


 Date:                                   Date:
      --------------------------------         ---------------------------------




























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