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EXHIBIT 10.15.2

                                    AGREEMENT

         AGREEMENT (this "Agreement"), dated as of May 6, 1998 by and between
Paradigm Direct, Inc., a corporation having offices at Two Executive Drive, Fort
Lee, New Jersey 07024 ("Paradigm") and Quintelcomm, Inc., a corporation having
offices at One Blue Hill Plaza, Pearl River, New York 10965 ("Quintel").

         1. Paradigm has agreed to provide marketing services to Qwest
Communications Corporation ("Qwest") pursuant to this certain agreement dated as
of April 15, 1998 by and between Paradigm and Qwest (the "Qwest Agreement").
Quintel hereby agrees to provide Paradigm with marketing services for the Qwest
telecommunications services, upon the terms and subject to the conditions
contained herein and in the Qwest Agreement, a copy of which has been provided
to Quintel. Quintel agrees to comply with the provisions of Section 7 of the
Qwest Agreement. It is specifically acknowledged that Quintel shall not be bound
by the restrictive covenants contained in Section 8 of the Qwest Agreement.

         2. (a) Each of Paradigm and Quintel shall receive the following
amounts:

         (i) 50% of Net Profits, and

         (ii) 50% of Contained Customer Revenues.

              "Customer" shall mean each customer solicited by Quintel or
solicited by Paradigm using names from the Quintel database who remains a
customer of Qwest for at least 30 days after initial activation.

              "Expenses" shall mean (i) all telemarketing fees incurred in
connection with the Quintel marketing programs, including expenses incurred by
Quintel in connection with fulfillment services provided pursuant to Section
3(a) hereof, and (ii) all direct costs incurred by Paradigm or Quintel in
connection with the Quintel marketing programs.

              "Gross Revenues" shall mean the sum of $37.50 for each Sale and
$25.50 for each Customer, which amounts are actually received from Qwest.

              "Net Profits" shall mean Gross Revenues less Expenses.

              "Sale" shall mean each customer solicited by Quintel (i) who has
been third party verified and, at the option of Qwest, PIC verified, and
activated by Qwest, or (ii) which orders have been verified by Qwest but not yet
activated and for which Qwest has made payment to Paradigm.

              "Continued Customer Revenues" shall mean the following amounts
actually received by Paradigm from Qwest for each Customer to whom a Sale was
made: the sum of $30 for each customer for which the average monthly long
distance billing in a consecutive six month period equals or is greater than
$10.00 and whose account balance is current within 60 days, provided, that such
fee shall be paid for each time a Customer meets such criteria in any six month
period, and provided further, that the billings of a
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Customer in any one month shall only be used one time in calculating the
foregoing amounts; and provided further, that such payments shall only be made
with respect to a customer for the 42 month period commencing on the date each
Customer was activated.

              (b) Paradigm shall provide for separate billing to Qwest with
respect to customers solicited by Quintel or solicited by Paradigm using the
Quintel database, and such amounts shall be deposited into a joint
Paradigm/Quintel bank account (the "Account"). Funds from the Account shall be
distributed promptly after receipt in the following manner:

              (i) First, to Paradigm, in an amount which is equal to the amount
              received from Qwest in excess of Gross Revenues;

              (ii) Second, to Paradigm and Quintel, on a pari passu basis, in an
              amount equal to their respective Expenses for which appropriate
              documentation is provided; and

              (iii) Then, Net Profits and Continued Customer Revenues to
              Paradigm and Quintel, as provided in Section 2 hereof.

              (c) In the event that the Qwest Agreement is terminated in a
manner contemplated by Section 2(a)(3) thereof, Paradigm shall pay Quintel 50%
of the total amount of compensation actually received from Qwest by Paradigm
pursuant to Section 2(a)(3)(i) or (ii), but solely with respect to those
customers solicited by Quintel or solicited by Paradigm using the Quintel
database.

              3. (a) Quintel shall be responsible for fulfillment services for
customers solicited by Quintel and for customers solicited by Paradigm using the
Quintel database.

              (b) Quintel may, from time to time upon request by Paradigm,
provide fulfillment services for customers solicited by Paradigm (other than
those solicited using the Quintel database). Quintel shall invoice Paradigm for
any such services at a cost to be mutually agreed upon by the parties, and such
amounts shall be paid by Paradigm promptly thereafter.

              4. This Agreement is intended to set forth the compensation
arrangements of the parties until such time as the parties enter into a
comprehensive agreement setting forth all of the terms and conditions upon which
Quintel shall provide the services described herein. This Agreement is
terminable by either party upon 24 hours written notice. No amendment or waiver
of the provisions hereof shall be effective unless expressed in a writing signed
by Quintel and Paradigm.


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              IN WITNESS WHEREOF, the parties hereto have signed this Agreement
to be executed as of the date first above written.

                                       PARADIGM DIRECT, INC.

                                       By: /s/ David Graf
                                           -------------------------------------
                                           David Graf
                                           President

                                       QUINTELCOMM, INC.

                                       By: /s/ Jeffrey Schwartz
                                           -------------------------------------
                                           Jeffrey Schwartz
                                           Chairman and Chief Executive Officer



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