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                                                                   EXHIBIT 10.28


               AGREEMENT REGARDING OWNERSHIP OF ASA {CONFIDENTIAL
                  PORTION OMITTED AND FILED SEPARATELY WITH THE
                              COMMISSION} CLUB AND
                 FULFILLMENT OF FREE MINUTES AND EXCESS MINUTES
                              USED BY CLUB MEMBERS

AGREEMENT entered into as of the 1st day of June 1997 by and among QUINTEL
ENTERTAINMENT, INC., a corporation organized under the laws of Delaware with
offices at One Blue Hill Plaza, Fifth Floor, Pearl River, New York 10965
(hereafter referred to as "Quintel"), CALLING CARD CO., INC., a corporation
organized under the laws of New York with offices at One Blue Hill Plaza, Fifth
Floor, Pearl River, New York 10965 (hereafter referred to as "CC", Quintel and
CC, and their respective subsidiaries and affiliates, and entities controlling,
controlled by or under common control with Quintel and CC are collectively
referred to as the "Quintel Companies"), ACCESS RESOURCE SERVICES, INC., a
Delaware corporation with offices at 2455 E. Sunrise Boulevard, Fort Lauderdale,
Florida 33304 (hereafter referred to as "Access"), and REAL COMMUNICATION
SERVICES, INC., a Delaware corporation with offices at 2455 E. Sunrise
Boulevard, Fort Lauderdale, Florida 33304 (hereafter referred to as "RCI");
Access and RCI, and their respective subsidiaries and affiliates, and entities
controlling, controlled by or under common control with Access and RCI,
including Psychic Readers Network, Inc., a Florida corporation ("PRN") are
collectively referred to as the "PRN Companies".

                                    RECITALS:

A. The Quintel Companies intend to market a membership club which they have
called the ASA {Confidential portion omitted and filed separately with the
Commission} Club (the "{Confidential portion omitted and filed separately with
the Commission} Club") offering premium telephone psychic and "new-age"
entertainment services (the "Service") for a flat rate membership fee of
{Confidential portion omitted and filed separately with the Commission} (the
"Membership Fee"), entitling the club member ("Club Member") to utilize the
Service for a certain number of free minutes of telephone time during a
specified period (the "Free Service Minutes").

B. The Quintel Companies anticipate that Club Members will utilize additional
minutes of telephone time in addition to the Free Service Minutes for which Club
Members will be charged (the "Excess Service Minutes"; the Free Service Minutes
and the Excess Service Minutes provided to Club Members shall be collectively
referred to as the "Service Minutes").

C. The PRN Companies are also involved in the marketing of premium audiotext
telephone entertainment and also provide the Quintel Companies with live psychic
operator services pursuant to another agreement with the Quintel Companies (the
"Service Agreement").



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D. The PRN Companies are parties to agreements with telecommunications service
bureaus such as West Interactive Corporation ("Service Bureaus") under which
telecommunications services furnished by telecommunications carriers
("Carriers") are provided to the PRN Companies for use in providing telephone
entertainment services to their customers, as well as to customers of the
Quintel Companies.

E. The Quintel Companies are also party to agreements with Service Bureaus under
which telecommunications services furnished by the Service Bureaus and Carriers
are provided to the Quintel Companies and their affiliates for use in providing
telephone entertainment services to their customers.

F. The PRN Companies have assisted the Quintel Companies in the development of
the {Confidential portion omitted and filed separately with the Commission}
Club, and have agreed to assume responsibility for fulfillment of the obligation
to provide the Free Service Minutes to Club Members, in consideration for which
the Quintel Companies and the PRN Companies have agreed that the revenues, if
any, from the charges to Club Members for the Excess Service Minutes and the
expenses incurred in connection with the {Confidential portion omitted and filed
separately with the Commission} Club shall be divided between them in the manner
and on all of the other terms described in this Agreement.

NOW, THEREFORE, for good and valuable consideration, receipt of which is
acknowledged by the parties, it is hereby agreed as follows:

1. OWNERSHIP AND OPERATION OF THE {CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION} CLUB. The Quintel Companies shall have the sole
and exclusive right to market and sell the Service offered by the {Confidential
portion omitted and filed separately with the Commission} Club to the Quintel
Companies' customers and potential customers in their sole and absolute
discretion, in accordance with all applicable laws and regulations.

         a.       The PRN Companies shall provide live psychic operator
                  services to the Quintel Companies pursuant to the Service
                  Agreement in connection with the operation of the
                  {Confidential portion omitted and filed separately with
                  the Commission} Club.  All of the Service Minutes which
                  are required to be provided to Club Members under the
                  terms of membership in the {Confidential portion omitted
                  and filed separately with the Commission} Club shall be
                  provided to the Club Members by the PRN Companies under
                  the PRN Companies' agreements with the Service Bureaus.

         b.       The PRN Companies shall not market the {Confidential
                  portion omitted and filed separately with the Commission}


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                  Club (or any program similar thereto) to their customers or
                  potential customers.

         c.       The Quintel Companies shall be the sole owners of all
                  tangible and intangible property rights with respect to
                  the {Confidential portion omitted and filed separately
                  with the Commission} Club.  The Quintel Companies shall
                  have the sole right to the use of the names, telephone
                  numbers and other information generated about the
                  customers and potential customers of the {Confidential
                  portion omitted and filed separately with the Commission}
                  Club from the marketing and operation of the
                  {Confidential portion omitted and filed separately with
                  the Commission} Club, and the PRN Companies shall treat
                  such information as Confidential Information of the
                  Quintel Companies under the terms of the Service
                  Agreement.

2. DIVISION OF RESPONSIBILITY FOR EXPENSES OF THE {CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION} CLUB.

         a.       All charges rendered by the Service Bureaus and the
                  Carriers for the Free Service Minutes used by the Club
                  Members shall be paid in a timely fashion by the PRN
                  Companies in accordance with their agreements with the
                  Service Bureaus.  The PRN Companies shall indemnify the
                  Quintel Companies against any claim made by the Club
                  Members, the Service Bureaus or the Carriers for charges,
                  fees or expenses incurred in providing the Free Service
                  Minutes to which the Club Members are entitled under the
                  terms of their membership in the {Confidential portion
                  omitted and filed separately with the Commission} Club
                  and the PRN Companies shall hold the Quintel Companies
                  harmless from any cost or expense arising in connection
                  therewith.  The Quintel Companies shall give notice to
                  the PRN Companies of any claim for indemnification made
                  under this paragraph in accordance with Section 5 of this
                  Agreement, and the Quintel Companies shall be entitled to
                  offset any payment made by them with respect to such
                  indemnified claim against amounts due to the PRN
                  Companies by the Quintel Companies under the Service
                  Agreement or any other agreement between them.

         b.       The Quintel Companies shall reimburse the PRN Companies
                  for fifty percent (50%) of all charges rendered by the
                  Service Bureaus and the Carriers for the Excess Service
                  Minutes used by the Club Members, and which are not
                  deducted by the Service Bureaus and Carriers from
                  payments made in account of such Service Minutes, within
                  thirty (30) days after receipt of a statement from the
                  PRN Companies of such charges, and the PRN Companies
                  shall be entitled to offset any such charges not paid by


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                  the Quintel Companies against amounts due to the Quintel
                  Companies by the PRN Companies under any other agreement
                  between them. In the event that the Quintel Companies dispute
                  the charges rendered by the Service Bureaus and the Carriers
                  for the Excess Service Minutes used by the Club Members, the
                  PRN Companies will cooperate with the Quintel Companies in
                  seeking adjustment and refund, if applicable, of disputed
                  charges, and in the event of any refund by the Service Bureaus
                  and Carriers of charges for which the Quintel Companies have
                  reimbursed the PRN Companies under this paragraph, such amount
                  shall in turn be refunded to the Quintel Companies.

         c.       The Quintel Companies shall be solely responsible for all
                  other costs and expenses arising in connection with the
                  marketing and operation of the {Confidential portion
                  omitted and filed separately with the Commission} Club.
                  The Quintel Companies shall indemnify the PRN Companies
                  against any claims made by the Club Members or any other
                  party (other than the Service Bureaus, Carriers or Club
                  Members with respect to the charges for the Free Service
                  Minutes) arising out of the operation of the
                  {Confidential portion omitted and filed separately with
                  the Commission} Club and shall hold the PRN Companies
                  harmless from any cost or expense arising in connection
                  therewith.

         d.       The Quintel Companies shall have the right in their sole
                  and absolute discretion to discontinue the {Confidential
                  portion omitted and filed separately with the Commission}
                  Club at any time, and to alter the membership terms,
                  provided that any increase in the amount of Free Service
                  Minutes shall be subject to the approval of the PRN
                  Companies unless the Quintel companies assume
                  responsibility for the charges of the Service Bureaus and
                  Carriers for any such additional Free Service Minutes.

3. DIVISION OF REVENUES OF THE {CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION} CLUB. The revenues generated by the charges
billed to the Club Members for the Excess Service Minutes provided to Club
Members by the PRN Companies' Service Bureaus and Carriers shall be shared
equally by the PRN Companies and the Quintel Companies.

         a.       The Membership Fee paid by the Club Members shall be the sole
                  property of the Quintel Companies, and the PRN Companies shall
                  have no right to share in or have any other interest in the
                  Membership Fee.

         b.       The Quintel Companies shall be entitled to all revenues,
                  other than the revenues from charges to Club Members for
                  Excess Service Minutes provided by the PRN Companies'


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                  Service Bureaus and Carriers, generated by or derived from the
                  sale of other goods or services in connection with the
                  operation of the {Confidential portion omitted and filed
                  separately with the Commission} Club.

4. REPRESENTATIONS AND WARRANTIES OF THE PRN COMPANIES. The PRN Companies
represent and warrant to the Quintel Companies that: (i) they have the ability
to provide all of the fulfillment of the Service Minutes required under this
Agreement and to satisfy all charges rendered by the Service Bureaus and
Carriers in connection therewith, subject to reimbursement by the Quintel
Companies in accordance with this Agreement; (ii) annexed hereto as an Exhibit
is a balance sheet and income statement of PRN for the six (6) month period
ended June 30, 1997, and subsequent to such date PRN has organized RCI and
Access Resource Services, Inc., a Delaware corporation, as wholly owned
subsidiaries of PRN to conduct certain operations theretofore conducted by PRN,
and the operation of such subsidiaries shall have no materially adverse effect
upon the combined net income or results of operation of the PRN Companies.


5. INDEMNIFICATION. Promptly after receipt by any party hereto (the
"Indemnitee") of notice of any demand, claim or circumstances which, with the
lapse of time, would or might give rise to a claim or the commencement (or
threatened commencement) of any action, proceeding or investigation (an
"Asserted Liability") that may result in any claim for which a party is entitled
to indemnification under this Agreement (a "Claim"), the party entitled to
indemnification (the "Indemnitee") shall promptly give notice thereof (the
"Claims Notice") to the party obligated to provide indemnification pursuant to
this Agreement (the "Indemnifying Party"); provided, however, that the failure
of any Indemnitee to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under paragraph (a) or (b) of this
Section, except to the extent that the Indemnifying Party is actually prejudiced
by such failure to give notice. The Claims Notice shall describe the Asserted
Liability in reasonable detail, and shall indicate the amount (estimated, if
necessary and to the extent feasible) of the Claim that has been or may be
suffered by the Indemnitee.

         a.       The Indemnifying Party may elect to compromise or defend,
                  at its own expense and by its own counsel, any Asserted
                  Liability.  If the Indemnifying Party elects to
                  compromise or defend such Asserted Liability, it shall
                  within thirty (30) days (or sooner, if the nature of the
                  Asserted Liability so requires) notify the Indemnitee of
                  its intent to do so, and the Indemnitee shall cooperate,
                  at the expense of the Indemnifying Party, in the
                  compromise of, or defense against, such Asserted
                  Liability.



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                  i.       If the Indemnifying Party elects not to compromise or
                           defend the Asserted Liability, fails to notify the
                           Indemnitee of its election as herein provided or
                           contests its obligation to indemnify under this
                           Agreement, the Indemnitee may pay, compromise or
                           defend such Asserted Liability at the expense of the
                           Indemnifying Party (if the Indemnifying Party is
                           found obligated to indemnify the Indemnitee with
                           respect to the Claim).

                  ii.      Subject to the limitations contained in Paragraph
                           5(b) on the obligations of the Indemnifying Party in
                           respect of proposed settlements, the Indemnitee shall
                           have the right to employ its own counsel with respect
                           to any Asserted Liability, but the fees and expenses
                           of such counsel shall be at the expense of such
                           Indemnitee unless (1) the employment of such counsel
                           shall have been authorized in writing by the
                           Indemnifying Party in connection with the defense of
                           such action, or (2) such Indemnifying Party shall not
                           have, as provided above, promptly employed counsel
                           reasonably satisfactory to the Indemnitee to take
                           charge of the defense of such action, or (3) the
                           Indemnitee shall have reasonably concluded based on
                           an opinion of counsel that there may be one or more
                           legal defenses available to it which are different
                           from or additional to those available to such
                           Indemnifying Party, in any of which events such
                           reasonable fees and expenses shall be borne by the
                           Indemnifying Party and the Indemnifying Party shall
                           not have the right to direct the defense of such
                           action on behalf of the Indemnitee in respect of such
                           different or additional defenses.

                  iii.     If the Indemnifying Party chooses to defend any
                           claim, the Indemnitee shall make available to the
                           Indemnifying Party any books, records or other
                           documents within its control that are necessary or
                           appropriate for such defense. If the Indemnifying
                           Party elects not to assume the defense of a Claim, it
                           will not be obligated to pay the fees and expenses of
                           more than one counsel for all Indemnitees with
                           respect to such claim, unless in the reasonable
                           judgment of an Indemnitee, and in the opinion of such
                           Indemnitee's counsel, a conflict of interest may
                           exist between such Indemnitee and any other of such
                           Indemnitees with respect to such claim, in which
                           event the Indemnifying Party shall be obligated to
                           pay the fees and expenses of such additional counsel
                           or counsels.

         b.       Notwithstanding the provisions of paragraph 5(a) neither the
                  Indemnifying Party nor the Indemnitee may settle or compromise
                  any claim for which indemnification has been sought and is
                  available hereunder, over the objection of the other;
                  provided, however, that consent to settlement or compromise
                  shall not be unreasonably withheld or delayed. If, however,
                  the Indemnitee refuses to consent


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                  to a bona fide offer of settlement which the Indemnifying
                  Party wishes to accept, the Indemnitee may continue to pursue
                  such matter, free of any participation by the Indemnifying
                  Party, at the sole expense of the Indemnitee. In such event,
                  the obligation of the Indemnifying Party to the Indemnitee
                  shall be equal to the lesser of (i) the amount of the offer of
                  settlement which the Indemnitee refused to accept plus the
                  costs and expenses of the Indemnitee prior to the date the
                  Indemnifying Party notified the Indemnitee of the offer of
                  settlement, or (ii) the actual out-of-pocket amount the
                  Indemnitee is obligated to pay as a result of the Indemnitee's
                  continuing to pursue such matter. No party will be required to
                  consent to entry of any judgment or enter into any settlement
                  which does not include as an unconditional term thereof the
                  giving by the claimant or plaintiff to such party of a release
                  from all liability in respect to the Claim.

6. MISCELLANEOUS.

         a.       Neither PRN nor any of the PRN Companies may assign its
                  rights and obligations under this Agreement without the
                  consent of Quintel.  Any of the Quintel Companies may
                  assign its rights and obligations under this Agreement to
                  any subsidiary or affiliate controlling, controlled by or
                  under common control with the Quintel Companies, or in
                  connection with the sale of all or substantially all of
                  the assets of any of the Quintel Companies or a merger or
                  consolidation of any of the Quintel Companies with
                  another entity.

         b.       Any notice or other communications required or permitted
                  hereunder shall be in writing and shall be deemed
                  effective (a) upon personal delivery, if delivered by
                  hand and followed by notice by mail or facsimile
                  transmission;  (b) one day after the date of delivery by
                  Federal Express or other nationally recognized courier
                  service, if delivered by priority overnight delivery
                  between any two points within the United States; or (c)
                  five days after deposit in the mails, if mailed by
                  certified or registered mail (return receipt requested)
                  between any two points within the United States, and in
                  each case of mailing, postage prepaid, addressed to a
                  party at its address first set forth above, or such other
                  address as shall be furnished in writing by like notice
                  by any such party.

         c.       No waiver by a party of any breach of this Agreement by
                  the other shall be deemed to be a waiver of any preceding
                  or subsequent breach.



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         d.       This Agreement contains the entire understanding of the
                  parties hereto with respect to the subject matter
                  contained herein.

         e.       Each party hereto intends that this Agreement shall not
                  benefit or create any right or cause of action in or on behalf
                  of any person other than the parties hereto and the other
                  persons executing this Agreement.

         f.       This Agreement may not be changed orally, but only by an
                  agreement in writing signed by the party or parties to be
                  charged thereby.

         g.       This Agreement shall be governed by and construed in
                  accordance with the law of New York, including its choice
                  of law rules.  Any judicial proceeding brought against
                  any of the parties to this Agreement on any dispute
                  arising out of this Agreement or any matter related
                  hereto shall be brought in the courts of the State of New
                  York in New York County or in the United States District
                  Court for the Southern District of New York, and, by
                  execution and delivery of this Agreement, each of the
                  parties to this Agreement accepts for itself the
                  jurisdiction of the aforesaid courts, irrevocably
                  consents to the service of any and all process in any
                  action or proceeding by the mailing of copies of such
                  process to such party at its address provided for the
                  giving of notices under Section 6(b) above, and
                  irrevocably agrees to be bound by any judgment rendered
                  thereby in connection with this Agreement.  Each party
                  hereto irrevocably waives to the fullest extent permitted
                  by law any objection that it may now or hereafter have to
                  the laying of the venue of any judicial proceeding
                  brought in such courts and any claim that any such
                  judicial proceeding has been brought in an inconvenient
                  forum.

         h.       This agreement does not constitute a joint venture or
                  partnership by the parties, and each party is entering into
                  this Agreement as a principal and not as an agent of the
                  other.

         i.       This Agreement is intended to be performed in accordance
                  with, and only to the extent permitted by, all applicable
                  laws, ordinances, rules and regulations.  In case any one
                  or more of the provisions contained in this Agreement or
                  any application thereof shall be invalid, illegal or
                  unenforceable in any respect, the validity, legality and
                  enforceability of the remaining provisions contained
                  herein and any other application thereof shall not in any
                  way be affected or impaired thereby, and the extent of
                  such invalidity or unenforceability shall not be deemed


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                  to destroy the basis of the bargain among the parties as
                  expressed herein, and the remainder of this Agreement and the
                  application of such provision to other Persons or
                  circumstances shall not be affected thereby, but rather shall
                  be enforced to the greatest extent permitted by law.

         j.       The section headings appearing in this Agreement are for
                  convenience of reference only and are not intended, to
                  any extent or for any purpose, to limit or define the
                  text of any section.

         k.       This Agreement may be executed in several counterparts and all
                  counterparts so executed shall constitute one agreement
                  binding on all the parties hereto, notwithstanding that all
                  the parties are not signatory to the original or the same
                  counterpart.





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

QUINTEL ENTERTAINMENT, INC.             CALLING CARD CO., INC.


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


PSYCHIC READERS NETWORK, INC.           REAL COMMUNICATION SERVICES,
                                        INC.


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

ACCESS RESOURCE SERVICES, INC.


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



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