SMART START PROGRAM
         CISCO SYSTEMS CAPITAL CORPORATION
          5500 Wayzata Boulevard, Suite 725               MASTER LEASE AGREEMENT
              Golden Valley, MN 55416                     ----------------------
      Tel. (763) 593-1904  FAX (763) 513-3220

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<S>                                         <C>                <C>                        <C>             <C>
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LEGAL NAME OF LESSEE                        D.B.A. NAME                                                   FEDERAL TAX ID #

  INTER-CALL-NET TELESERVICES, INC.         HELPMENOW.COM                                                 65-0937080
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ADDRESS                                                       COUNTY

  345 S. STATE RD. 7                                          BROWARD
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CITY                      STATE/PROVINCE            ZIP             (X) CORPORATION      () PARTNERSHIP     () PROPRIETORSHIP

  MARGATE                       FL                  33068
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CONTACT NAME                                PHONE NUMBER                         FAX NUMBER
  SCOTT GERSHON                             (954) 935-0821                      (954) 935-0822
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SUPPLIER/VENDOR                                               SALES REPRESENTATIVE

 CISCO SYSTEMS CAPITAL CORPORATION

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ADDRESS                                              CITY                               STATE             ZIP

170 WEST TASMAN DRIVE                               SAN JOSE                             CA                95134-1706
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                           LEASE TERMS AND CONDITIONS

The terms and conditions of this Master Lease Agreement ("Master Agreement")
shall apply to each and every Equipment Schedule ("LEASE") which shall become
part of and attached to this Master Agreement. The Master Agreement and all
Leases subsequently executed shall be referred to jointly as "Agreements".

1.   Sunrise Leasing Corporation ("LESSOR") agrees to lease to LESSEE and LESSEE
     agrees to lease from LESSOR the equipment listed on each LEASE
     ("EQUIPMENT").

2.   TERM, RENEWALSS AND EXTENSIONS: The initial term and the rights and
     obligations of the parties shall commence on the Acceptance Date
     (hereinafter defined) and continue from the Commencement Date (hereinafter
     defined) for the number of months set forth in the LEASE. The Acceptance
     Date with respect to each item of EQUIPMENT shall be the sixteenth (16th)
     day after the date of shipment to LESSEE. The Commencement Date shall be
     the first day of the month following the Acceptance Date. THIS LEASE IS
     NON-CANCELABLE FOR THE FULL TERM HEREOF. This LEASE shall renew
     automatically in 90-day non-cancelable increments unless LESSOR receives
     written notice of LESSEE'S intent to: (a) purchase the EQUIPMENT or (b)
     terminate the LEASE. All notices must be received by LESSOR in writing by
     certified mail, return receipt, Ninety (90) days prior to the expiration
     date of the initial term or any of the non-cancelable increments of the
     LEASE.

3.   PAYMENT: LESSEE agrees to pay to LESSOR monthly LEASE payments as stated
     herein in advance on the Commencement Date and on the first day of each
     month thereafter during the LEASE term. If the Commencement Date is not the
     same date as the Acceptance Date, LESSEE shall pay LESSOR interim rent on
     the Acceptance Date for that period of time from the Acceptance Date up to,
     but not including the Commencement Date in an amount equal to 1/30th of the
     monthly LEASE payment multiplied by the number of days from (and including)
     the Acceptance Date. LESSOR shall bill LESSEE by invoice for LEASE payments
     at LESSEE'S address set forth above. LESSEE shall remit payment to the
     address set forth on the invoice. The obligation of LESSEE to make lease
     payments is unconditional.

4.   WARRANTIES; LESSOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENATION,
     WARRANTY, PROMISE, OR COVENANT, EXPRESS OR IMPLIED AS TO THE CONDITION,
     QUALITY, DURABILITY, CAPABILITY, FUNCTION, PERFORMANCE, OR SUITABILITY OF
     THE EQUIPMENT, ITS MERCHANT ABILITY, OR ITS FITNESS FOR ANY PARTICULAR
     PURPOSE OR AGAINST INTERFERENCE OR AGAINST INFRINGEMENT. THE PARTIES AGREE
     THAT AS THE LESSEE SELECTED BOTH THE EQUIPMENT AND THE SUPPLIER OF THE
     EQUIPMENT, NO DEFECT, EITHER PATENT OR LATENT, SHALL RELIEVE LESSEE OF ITS
     OBLIGATION HEREUNDER. LESSEE AGREES THAT LESSOR SHALL NOT BE LIABLE FOR
     SPECIFIC PERFORMANCE OR ANY LIABILITY, LOSS, DAMAGE, INCLUDING
     CONSEQUENTIAL AND INCIDENTAL DAMAGES, ARISING OUT OF LESSEE'S USE OF
     THEEQUIPMENT, OR SUPPLIER'S FAILURE TO TIMELY DELIVER THE EQUIPMENT.


<PAGE>


5.   ASSIGNMENT: (A) LESSEE SHALL NOT ASSIGN, SUBLET, LEND, TRANSFER, OR PLEDGE
     THIS LEASE OR THE EQUIPMENT WITHOUT LESSOR'S PRIOR WRITTEN APPROVAL. THIS
     LEASE AND THE COVENANTS AND OBLIGATIONS HEREUNDER SHALL BE BINDING UPON ANY
     SUCH ASSIGN, SUCCESSOR, REPRESENTATIVE OR TRANSFEREE OR LESSEE. (B) LESSOR
     may assign, transfer, pledge or sell LESSOR'S interest in this LEASE or the
     EQUIPMENT. Upon notification of such assignment, LESSEE shall remit lease
     payments directly to the address set forth on the notification. In no event
     shall any assignee of LESSOR be obligated to perform any duty, covenant,
     condition, or promise under this LEASE. (C) All terms and conditions hereof
     shall be binding upon all successors and assigns of the parties hereto but
     only to the extent such successors and assigns are permitted hereunder.

 6.  UCC FILINGS: LESSEE hereby agrees to execute such financing statements,
     amendments thereto; and other instruments as may be requested by LESSOR and
     hereby constitutes and appoints LESSOR its true and lawful attorney-in-fact
     to execute such financing statements on behalf of LESSEE without the
     LESSEE'S signature. LESSEE agrees that the filing of this LEASE or a
     photocopy thereof shall constitute and be the equivalent of the filing of
     an original financing statement with respect to the EQUIPMENT under the
     Uniform Commercial Code and LESSEE hereby adopts any photocopy or other
     reproduction of its signature on this LEASE as its own.

7.   PURCHASE OPTION: Upon lawful termination of this LEASE and provided that no
     Event of Default has occurred during the term of the LEASE, LESSEE shall
     have an option to purchase all (not part) of the EQUIPMENT without recourse
     or warranty ("Purchase Option"). The LESSEE, however, is required to give
     ninety (90) days written notice to LESSOR prior to the end of the LEASE of
     its intention to purchase the EQUIPMENT. The payment for the EQUIPMENT
     purchase must be made prior to the next usual LEASE rental payment date for
     that LEASE; otherwise LESSEE shall be billed for the next LEASE payment
     under the terms of the LEASE and the LEASE payment must be made promptly.
     If an Event of Default has occurred during the term of the LEASE or payment
     for the EQUIPMENT is not made pursuant to the terms of this Option,
     LESSEE'S Purchase Option shall be canceled forthwith. LESSEE does not have
     the right to assign its Purchase Option rights to any other entity. THE
     FAIR MARKET VALUE OF EQUIPMENT SHALL BE THE RETAIL MARKET PRICE FOR USED,
     WELL MAINTAINED EQUIPMENT AT THE TERMINATION OF A LEASE.

8.   USE OF EQUIPMENT: LESSEE shall use the EQUIPMENT solely at the business
     location as set forth in the Equipment Schedule. LESSEE shall use the
     EQUIPMENT in compliance with the Manufacturer's or Supplier's suggested
     guidelines. Provided LESSEE is not in default hereunder, LESSEE shall have
     the right to quiet and peaceful use of the EQUIPMENT. LESSOR shall be
     permitted to inspect the EQUIPMENT during LESSEE'S regular business hours.

9.   REPAIRS: LESSEE, at its own expense, shall keep the EQUIPMENT in good
     repair, and maintain a service agreement in full force throughout the term
     of the LEASE which fulfills all of the manufacturer's or vendor's
     maintenance requirements as set forth in its full service maintenance
     contract. Notwithstanding LESSEE agrees to pay LESSOR for any expense
     incurred to cause the EQUIPMENT to meet vendor's specifications. LESSEE
     shall pay such charges immediately upon request.

10.  INSURANCE: LESSEE shall provide, and pay for (a) insurance against the loss
     or theft of or damage to the EQUIPMENT for the full replacement value and
     (b) public liability and property damage insurance naming LESSOR as Loss
     Payee or Additional Insured. Upon request from LESSOR, LESSEE shall provide
     LESSOR with a Certificate of Insurance.

11.  NET LEASE: LESSEE intends the LEASE payments hereunder to be net to LESSOR.
     LESSEE shall pay, or reimburse LESSOR, property taxes, fees, assessments,
     charges and taxes (municipal, state and federal) which are imposed upon
     this LEASE or the EQUIPMENT or its ownership, leasing, renting, possession
     or use while it is subject to this LEASE, excluding, however, taxes based
     on LESSOR'S net income. Unless otherwise specified in the LEASE, LESSOR
     shall be responsible for filing all personal property tax returns with
     respect to the EQUIPMENT and shall pay all taxes in connection with such
     filing. LESSEE shall reimburse LESSOR for such personal property tax
     payments within ten (10) days of receipt of LESSOR'S invoice therefore.


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12.  TITLE: Title to the EQUIPMENT shall remain in LESSOR except upon the
     exercise of the Purchase Option by LESSEE. All replacement parts,
     accessories, additions to, or modifications of the EQUIPMENT shall become
     property of LESSOR, LESSEE shall affix to the EQUIPMENT, in a prominent
     place, any tags, stickers, labels or markings supplied by LESSOR stating
     ownership of the EQUIPMENT. LESSEE shall give LESSOR immediate notice of
     any attachment or judicial process affecting the EQUIPMENT or LESSOR'S
     ownership thereof.

13.  RISK OF LOSS: Upon acceptance of the EQUIPMENT, LESSEE shall bear risk of
     loss from any cause whatsoever and any such loss shall not relieve LESSEE
     from any obligation hereunder including the duty to make LEASE payments. In
     the event the EQUIPMENT is lost or damaged beyond repair, LESSEE shall
     replace the EQUIPMENT with identical EQUIPMENT, which shall become the
     EQUIPMENT for the purposes of this LEASE.

14.  DELIVERY AND REUTRN OF PRODUCT: LESSEE assumes the full expense of
     transportation, insurance, and installation to LESSEE's site. Upon lawful
     termination of this LEASE, or upon LESSEE's default, and not less than
     fifteen (15) days or more than thirty (30) days prior to the return of the
     EQUIPMENT, LESSEE shall, at LESSEE's sole expense, provide LESSOR a letter
     from the manufacturer certifying the Product is in good operating condition
     and is eligible for continued maintenance and that the operating system is
     at the then current level. LESSEE shall remain obligated to pay Rent on the
     Product until the Product and certification are received by LESSOR. LESSEE,
     at its own expense, shall crate, insure, and transport the EQUIPMENT to
     LESSOR or to a location within the Continental U.S. designated by LESSOR to
     receive the EQUIPMENT in the same condition it was at the commencement of
     the LEASE reasonable wear and tear excepted.

15.  EVENTS OF DEFAULT: The following shall be "Events of Default": (a) LESSEE
     fails to make any LEASE payment within five (5) days after the date the
     payment is due; (b) LESSEE fails to allow LESSOR to inspect the EQUIPMENT
     during business hours; (c) LESSEE fails to provide insurance on EQUIPMENT;
     (d) LESSEE fails to maintain the EQUIPMENT and maintain a service contract;
     (e) LESSEE assigns or otherwise transfers this lease or the EQUIPMENT
     without LESSOR's prior written approval; (f) LESSEE creates, incurs, or
     assumes any mortgage, lien, pledge, or other encumbrance or attachment of
     any kind whatsoever, with respect to the EQUIPMENT or this LEASE or any of
     LESSOR's interest hereunder; (g) LESSEE moves the EQUIPMENT to a location
     other than as stated on the front page hereof without LESSOR's prior
     written approval; (h) LESSEE fails to return the EQUIPMENT to LESSOR upon
     termination of this LEASE; (i) LESSEE files or has filed against it a
     petition in bankruptcy or seeking similar relief; (j) LESSEE becomes
     insolvent; or (k) LESSEE defaults under any other lease or agreement
     between the parties.

16.  REMEDIES: Unless LESSEE cures an event of default within 10 business days
     from when it has received written notice from LESSOR, the parties agree
     that upon the occurrence of an Event of Default, LESSOR may take one or
     more of the following actions: (i) declare the entire amount of the
     remaining LEASE payments, including arrearages, due and immediately
     payable, (ii) take peaceful possession of the EQUIPMENT with or without
     court order, and (iii) recover all commercially reasonable costs and
     expenses incurred by LESSOR in any repossession, recovery, storage or
     repair, sale, release or other disposition of the EQUIPMENT. No right or
     remedy herein conferred upon or reserved to LESSOR is exclusive of any
     other right or remedy hereunder or allowed by law. Each right and remedy
     shall be cumulative and may be exercised singly or in combination. To the
     extent permitted by applicable law, LESSEE also hereby waives any rights
     now or hereafter conferred by statute or otherwise which may require LESSOR
     to sell, lease or otherwise use the EQUIPMENT in mitigation of LESSOR's
     damages, or which may otherwise limit or modify any of LESSOR's rights or
     remedies under this paragraph.

17.  LESSOR'S EXPENSES: LESSEE shall pay LESSOR all costs and expenses,
     including reasonable attorney's fees, incurred by LESSOR in exercising any
     of its rights or remedies hereunder. To the extent allowed by law, LESSEE
     shall be obligated to pay a late payment penalty equal to 5% of the monthly
     rental for each month the payment is delinquent, or the maximum rate
     permitted by law.

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18.  INDEMNITY: LESSEE shall indemnify LESSOR against, and hold LESSOR harmless
     from, any and all claims, actions, suits, proceedings, costs, expenses,
     damages and liabilities, including reasonable attorney's fees, arising out
     of connected with, or resulting from this LEASE or the EQUIPMENT without
     limitation. The indemnities contained herein shall survive termination of
     this LEASE.

19.  NON-WAIVER: LESSOR'S failure to require strict performance by LESSEE of any
     of the provisions of this LEASE shall not be a waiver thereof.

20.  SEVERABILITY: If any provision of this LEASE be declared invalid, such
     provision shall be inapplicable and deemed omitted, but the remaining
     provisions, including the default and remedy provisions, shall remain in
     full force and effect.

21.  WAIVER: Except as hereinafter specifically provided and to the extent
     allowed by law, LESSEE and LESSOR agree that the provisions of Uniform
     Commercial Code Article 2A, as enacted by the State of Minnesota, shall not
     be applicable to this Agreement. Notwithstanding the foregoing, UCC
     Sections 2A-109, 2A-523, 2A-525, 2A-526 and 2A-531 shall remain applicable
     in their current form.

22.  CHOICE OF LAW, JURISDICTION AND VENUE: The parties herein expressly agree
     that this Agreement shall be governed by the laws of the State of Minnesota
     and shall be interpreted, construed and enforced in accordance with the
     laws of the State of Minnesota. In any legal action hereunder, LESSEE
     hereby consents to personal jurisdiction and venue in the Courts of the
     State of Minnesota, and LESSEE will not object to personal jurisdiction or
     venue in the Courts of the State of Minnesota.

23.  Monthly Lease Payments and other Lease Terms shall be shown on EQUIPMENT
     Schedules to this Master Agreement and are incorporated herein by
     reference.

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LESSEE HAS READ AND IS SUBJECT TO THE CONDITIONS SET FORTH HEREIN: This Master
Agreement Constitutes the entire Agreement between the parties and no provision
of this Master Agreement shall be deemed waived, amended or modified by either
party unless such waiver, amendment or modification is in writing signed by the
party to be charged thereby.


IN WITNESS WHEREOF LESSEE HAS HEREBY EXECUTED THIS NON-CANCELABLE LEASE THIS
2ND DAY OF JUNE, 2000


LESSEE:  INTER-CALL-NET TELESERVIVCES, INC. dba HELPMENOW.COM


SIGNED   /s/ Paul Cifaldi                              DATE    6/21/2000
        ---------------------------------------------      ---------------------
            Authorized signature

NAME AND TITLE    Paul Cifaldi          COO
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LESSOR:  SUNRISE LEASING CORPORATION

SIGNED   /s/     Illegible                             DATE    Illegible
        ---------------------------------------------       --------------------
            Signature signifies acceptance by LESSOR

NAME AND TITLE
                ----------------------------------------------------------------


                       *CONFIDENTIAL TREATMENT REQUESTED*

                            MATERIAL FILED SEPARATELY



<PAGE>
                                   EXHIBIT A

                                Price Quotation


Product          Product                     Unit List      Disc.     Extended
Number         Description        Qty.        Price          %          Price
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                       *CONFIDENTIAL TREATMENT REQUESTED*

                            MATERIAL FILED SEPARATELY

          10 PAGES OMITTED (INCLUDING INFORMATION FOLLOWING EXHIBIT A)