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EXHIBIT 10.25

                                    AGREEMENT

                  THIS AGREEMENT (hereinafter the "Agreement"), is made as of
the 3rd day of October, 1998, by and between Quintel Communications, Inc., a New
York corporation, with an office address at One Blue Hill Plaza, 5th Floor, P.O.
Box 1665, Pearl River, New York 10965 (hereinafter "Quintel"), and U.S. Mobile
Services, Inc., a Delaware Corporation with an address at 10810 Guilford Road,
Suite 101, Annapolis Junction, Maryland 20701 (hereinafter "USM").

                                   BACKGROUND

                  WHEREAS, USM is a national wireless and wireline resale
provider of prepaid wireless, prepaid wireline and prepaid local exchange
services;

                  WHEREAS, Quintel is in the business of providing inter alia,
telecommunications products and services as well as direct marketing services to
its clients;

                  WHEREAS, Quintel has developed and is currently running a
sales commercial on a national basis which advertises a "free cellular phone" to
any customer that switches his/her long distance wireline telephone service to a
company represented by Quintel (hereinafter the "Quintel Affiliate");

                  WHEREAS, USM is desirous of supplying the "free cellular
phone" as well as monthly cellular service (under certain terms and conditions)
to the Quintel customers mentioned above;

                  NOW, THEREFORE, in consideration of the mutual covenants,
promises and conditions herein set forth, Ten and 00/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:

                  1.       RECITALS. The foregoing recitals are hereby
                           incorporated herein by reference as if fully set
                           forth at this point in the text of the Agreement.

                  2.       QUINTEL RESPONSIBILITIES AND PAYMENT OBLIGATIONS. On
                           the terms and subject to the conditions set forth in
                           this Agreement, Quintel agrees as follows:


                           a.       Quintel will produce and fund all
                                    productions of spots and/or infomercials;

                           b.       Quintel will manage and fund all media
                                    purchases;

                           c.       Quintel will write all telemarketing scripts
                                    and manage the inbound telemarketing process
                                    with respect to its programs;

                           d.       Quintel will provide USM with a list of
                                    customers that have qualified for the "free
                                    cellular phone" program;



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                           e.       Quintel will provide the aforementioned
                                    customer information to USM via electronic
                                    file with the pertinent information
                                    regarding each customer;

                           f.       Quintel will pay USM {Confidential portion
                                    omitted and filed separately with the
                                    Commission} for each cellular phone shipped
                                    with respect to customers that receive
                                    phones in conformance with the Quintel "free
                                    cellular phone" program (i.e.: phone
                                    shipment after the customer has been a long
                                    distance customer of the Quintel affiliate
                                    for {Confidential portion omitted and filed
                                    separately with the Commission} which phones
                                    shall be loaded with {Confidential portion
                                    omitted and filed separately with the
                                    Commission} for use by the customer. Quintel
                                    will make the aforementioned payment to USM
                                    within seven days subsequent to the phone
                                    shipment mentioned above. The cellular
                                    phones to be shipped with respect to the
                                    "free cellular phone" program mentioned
                                    above will be shipped to customers by USM
                                    only after authorization from Quintel; 

                           g.       Quintel will receive a {Confidential
                                    portion omitted and filed separately with
                                    the Commission} percent commission on
                                    prepaid cellular airtime sold to each
                                    customer on a recurring monthly basis
                                    (exclusive of any initial airtime loads)
                                    during the entire period such customer
                                    remains a customer of USM or any of its
                                    subsidiaries or affiliates.

                  3.       USM RESPONSIBILITIES AND PAYMENT OBLIGATIONS. On the
                           terms and subject to the conditions set forth in this
                           Agreement, USM agrees as follows:

                           a.       USM will carry the inventory of prepaid
                                    cellular phone hardware and will fulfill
                                    customer orders. The aforementioned phones
                                    will be loaded with {Confidential portion
                                    omitted and filed separately with the
                                    Commission} of airtime when they are shipped
                                    from the USM fulfillment center. It is
                                    understood and agreed by the parties hereto
                                    that Quintel will not be paid a commission
                                    with respect to the initial {Confidential
                                    portion omitted and filed separately with
                                    the Commission} airtime load mentioned
                                    herein;

                           b.       USM will bear the cost associated with the
                                    shipping of the phones as well as the
                                    {Confidential portion omitted and filed
                                    separately with the Commission} initial
                                    airtime load mentioned herein;

                           c.       USM will ship the prepaid cellular phone
                                    within forty-eight (48) hours from the time
                                    that it has been notified to do so by
                                    Quintel. Quintel will provide USM with an
                                    anticipated delivery schedule weekly, which
                                    schedule shall detail the anticipated
                                    prepaid phone deliveries for the following
                                    two (2) week period;

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                           d.       USM will provide and manage the "back end"
                                    customer service function as well as its
                                    telemarketing programs. USM will provide the
                                    same product and service warranties to the
                                    "free cellular phone" customers as those
                                    supplied to other customers of USM and
                                    otherwise required by law. USM will
                                    indemnify Quintel against any claim made
                                    against Quintel by a USM customer and hold
                                    Quintel harmless from any liability, cost or
                                    expense arising out of such product and
                                    service warranties or the use of the
                                    cellular telephone by such customer. The
                                    foregoing indemnification does not cover
                                    misrepresentations by Quintel, nor will it
                                    extend to negligence or fraud on the part of
                                    Quintel;

                           e.       USM agrees to ship a maximum of
                                    {Confidential portion omitted and filed
                                    separately with the Commission} cellular
                                    phones {Confidential portion omitted and
                                    filed separately with the Commission} under
                                    the "free cellular phone" program mentioned
                                    in Paragraph 2 above. If the program is more
                                    successful than originally anticipated, the
                                    parties hereto agree that USM shall have the
                                    option to ship more than {Confidential
                                    portion omitted and filed separately with
                                    the Commission} phones per month in USM's
                                    sole and absolute discretion;

                           f.       Sixty-one (61) days subsequent to the date
                                    that a customer switches its long distance
                                    service to the Quintel Affiliate, USM will
                                    contact the customer in an attempt to
                                    encourage the customer to pay a sum of money
                                    to purchase the cellular phone rather than
                                    waiting an additional four (4) months to
                                    receive the "free cellular phone" pursuant
                                    to the original offer. Providing that USM is
                                    successful in encouraging the customer to
                                    pay for the cellular phone, Quintel will not
                                    be required to pay USM pursuant to paragraph
                                    2(g) above. Notwithstanding the foregoing,
                                    Quintel will continue to be entitled to the
                                    commission referred to in Paragraph 2(g)
                                    above;

                           g.       Quintel will maintain script approval with
                                    respect to outbound telemarketing efforts
                                    and approval of all other media, print or
                                    otherwise, with regard to paragraph 3(f)
                                    above.

                  4. PRIVATE LABEL. The Parties hereto agree that the
                  commercials that are being aired will continue to be aired
                  under the Quintel Private label.

                  5. TERM. The term of this agreement shall be for a period of
                  one (1) year. USM and Quintel shall have the right to elect
                  two (2) one year renewal options in their discretion on the
                  terms and conditions contained herein. During the term of this
                  agreement, Quintel agrees to deliver all sales including all
                  customer leads to USM in conformance with the terms of this
                  Agreement. In markets where USM can not activate mobile
                  identification numbers, USM and Quintel agree that Quintel can
                  utilize 

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                  provider for purposes of fulfilling the "free cellular phone"
                  program mentioned above.

                  6.       REPRESENTATIONS AND WARRANTIES BY QUINTEL. To induce
                           USM to enter into this agreement, Quintel makes the
                           following representations and warranties:

                           a)       Quintel has the power and authority to enter
                                    into this Agreement and to perform all of
                                    its duties and obligations hereunder;

                           b)       The execution of this Agreement as well as
                                    the full and complete performance by Quintel
                                    of the provisions hereof will not violate or
                                    result in any breach of, or constitute a
                                    default under any agreement or other
                                    instrument to which Quintel is a party, or
                                    by which Quintel is bound.

                  7.       REPRESENTATIONS AND WARRANTIES BY USM. To induce
                           Quintel to enter into this Agreement, USM makes the
                           following representations:

                           a)       USM has the power and authority to enter
                                    into this Agreement and to perform all of
                                    its duties and obligations hereunder;

                           b)       The execution of this Agreement as well as
                                    the full and complete performance by USM of
                                    the provisions hereof will not violate or
                                    result in any breach of or constitute a
                                    default under any agreement or other
                                    instrument to which USM is a party, or by
                                    which USM is bound.

                  8.       THIRD PARTY BROKERAGE. The parties hereto hereby
                           represent and warrant to each other that neither USM
                           or Quintel have dealt with any broker or finder in
                           connection with the transactions which are the
                           subject of this Agreement, and each party hereby
                           agrees to indemnify, save harmless and defend the
                           other from and against all claims, losses,
                           liabilities and expenses, including reasonable
                           attorney's fees, arising out of any claims made by
                           any broker, finder, or other intermediary who claims
                           to have dealt with such party in connection with the
                           transaction which is the subject of this Agreement.
                           The provisions of this Section shall survive the
                           termination of this Agreement.

                  9.       HEADINGS. The headings used in this Agreement are for
                           purposes of convenience only and shall not be used in
                           construing the provisions hereof.



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                  10.      SEVERABILITY. The provisions of this Agreement shall
                           be deemed severable, and the invalidity or
                           unenforceability of any one or more of the provisions
                           hereof shall not affect the validity or
                           enforceability of the other provisions hereof.

                  11.      ENTIRE AGREEMENT. This document represents the entire
                           agreement between the parties with respect to the
                           subject matter hereof, and supersedes any and all
                           prior agreements, representations and covenants, oral
                           or written.

                  12.      MODIFICATIONS. This Agreement may not be modified
                           except by the written agreement signed by both of the
                           parties hereto.

                  13.      NOTICES. Notices given pursuant to this Agreement
                           shall be in writing, shall be given by actual
                           delivery or by mailing the same to the party entitled
                           thereto, at the addresses set forth below or at such
                           other address as any party may designate in writing
                           to any other party pursuant to the provisions of this
                           Section. Notices given by mail shall be sent by
                           United States mail, certified or registered, return
                           receipt requested. Except as otherwise provided
                           herein, notices shall be deemed to be received on the
                           date of actual receipt, in the case of personal
                           deliver, or on the date of mailing in the case of
                           mailing. Notices shall be served or mailed to the
                           following addresses, subject to the changes provided
                           above:

                           If to USM:    U.S. Mobile Services, Inc.
                                         10810 Guilford Road
                                         Annapolis Junction, Maryland 20701
                                         Attention: Brian A. McCormick

                          If to Quintel: Quintel Communications, Inc.
                                         One Blue Hill Plaza, 5th Floor
                                         P.O. Box 1665
                                         Pearl River, NY 10965
                                         Attention:

                  14.      MISCELLANEOUS.

                           a).      This Agreement shall be governed by and
                                    construed in accordance with the laws of the
                                    State of Maryland;

                           b).      Neither party shall be permitted to assign
                                    its rights and/or delegate its duties under
                                    this Agreement without the written consent
                                    of the other, which consent shall not be
                                    unreasonably withheld;


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


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

                                   U.S. MOBILE SERVICES, INC. (USM)
                                   By: /s/ Brian A. McCormick
                                       ---------------------------------
                                       Brian A. McCormick
                                       Chairman & CEO

                                   QUINTEL COMMUNICATIONS, INC. (Quintel)
                                   By: /s/  Gary Salmirs     
                                       ---------------------------------
                                       Title:  Vice President

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