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Exhibit 10.2.5

                           AGREEMENT REGARDING CERTAIN
                      TELECOMMUNICATIONS "CLUB" OPERATIONS
                    AND EXCEPTION TO NONCOMPETITION AGREEMENT

AGREEMENT entered into as of the 1st day of September, 1998 by and among QUINTEL
COMMUNICATIONS, 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"; Quintel and its subsidiaries and
affiliates, and entities controlling, controlled by or under common control with
Quintel 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"),
REAL COMMUNICATION SERVICES, INC., a Delaware corporation with offices at 2455
E. Sunrise Boulevard, Fort Lauderdale, Florida 33304 (hereafter referred to as
"RCI") and BAHIA ENCOUNTERS INC., a Florida corporation with offices at 2455 E.
Sunrise Boulevard, Fort Lauderdale, Florida 33304 (hereafter referred to as
"Bahia")], and STEVEN L. FEDER, an individual residing at 14 Isla Bahia Drive,
Fort Lauderdale, Florida 33314 ("Feder"). Access, RCI, and Bahia and their
respective subsidiaries and affiliates, and entities controlling, controlled by
or under common control with Access, RCI, Bahia or Feder, including Psychic
Readers Network, Inc., a Florida corporation ("PRN"), are collectively referred
to as the "PRN Companies".

                                    RECITALS:

1.    Quintel, Feder and other principals of the PRN Companies (the "PRN
Principals") are parties to Noncompetition and Right of First Refusal Agreements
dated September 10, 1996 (the "Noncompetition Agreements"), which, among other
things, prohibit PRN and the PRN Principals from engaging in any business
activity competitive with the businesses conducted by the Quintel Companies,
including theme related telephone service programs or membership clubs.

2.    The PRN Companies have been engaged in the business of offering telephone
entertainment services on a pay-per-call basis (the "800 Number Pay-per-Call
Business").

3.    The Quintel Companies market membership clubs ("Clubs") offering enhanced
telecommunications products and services, including voice-mail and other
telecommunications services (the "Telco Services"), entitling the club member
("Club Member") to utilize the Telco Services offered by the Clubs for a certain
number of free minutes of telephone time during a specified period, and which
have been billed to the customers as 900 number telephone services.

4.    In addition to the 800 Number Pay-per-Call Business, the PRN Companies,
with the consent of Quintel pursuant to an agreement dated as of February 1,
1998, have marketed Clubs offering telephone psychic and "new-age" entertainment
services which have been billed to their customers as 800 number telephone
services (the "PRN 800 Number Psychic Clubs").
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5.    The Quintel Companies have agreed, on the terms set forth in this
Agreement, to permit the PRN Companies to market to their customers Clubs
offering Telco Services, which will be billed to customers as 800 Number
voice-mail or other telecommunication services (the "PRN 800 Number Telco
Clubs"), and which may include offerings of psychic, new age and astrological
services (the services to be offered by the PRN 800 Number Telco Clubs are
referred to as the "PRN Club Services").

6.    The PRN Companies are parties to an agreement with VRS Billing Systems, a
division of Integretel, Incorporated ("VRS"), a telecommunications billing
company, 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 (VRS and any other billing company or service bureau
providing such telecommunications services are referred to as "Service
Bureaus").

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

1.    CESSATION OF PRN'S 800 NUMBER PSYCHIC CLUB BUSINESS.

      a.    The PRN Companies and Feder represent, warrant and covenant that
            they have ceased the operation of the PRN 800 Number Psychic Club
            business, and shall not engage in any other telecommunications
            service Club business offering voice-mail or other
            telecommunications services or psychic, astrology, personals or
            other similar services using either 800 or 900 telephone numbers,
            except in connection with the operation of PRN 800 Number Telco
            Clubs pursuant to the terms of this Agreement.

      b.    It is acknowledged that certain of the PRN Companies provide the
            Quintel Companies with live psychic operator services pursuant to
            another agreement with certain Quintel Companies, and will continue
            to provide such services to the Quintel Companies, and will also
            provide such services to the PRN Companies in connection with the
            operation of the PRN 800 Number Telco Clubs.

2.    OPERATION OF THE PRN 800 NUMBER TELCO CLUBS.

      a.    Quintel hereby consents to the operation of the PRN 800 Number Telco
            Clubs by the PRN Companies.

      b.    In consideration for Quintel's consent, and as a condition to the
            continuation of Quintel's consent to the operation of the PRN 800
            Number Telco Clubs, the PRN Companies agree to all of the provisions
            of this Paragraph 2(b).

            i.    All of the following matters shall require Quintel's prior
                  approval: 

                  (1)   the type of services offered by the PRN 800 Number Telco
                        Clubs,


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                  (2)   the terms upon which the PRN Club Services are offered
                        by the PRN 800 Number Telco Clubs,

                  (3)   the form and content of the Club's marketing materials,
                        including without limitation, telemarketing scripts,
                        infomercials and commercials in all media, and

                  (4)   the use of any Service Bureau other than VRS in
                        connection with the operation of the PRN 800 Number
                        Telco Clubs.

            ii.   On all telephone calls to the PRN 800 Number Telco Club 800
                  telephone number in which new customers are enrolled or in
                  which existing customers are offered new or additional PRN
                  Club Services, a VRU preamble will offer the caller the
                  opportunity to join a Quintel Club selected by Quintel (the
                  "VRU Preamble"). The contents of the VRU Preamble shall be
                  approved in advance by Quintel. Use of the VRU Preamble may be
                  discontinued by PRN in the offering of PRN 800 Number Telco
                  Clubs on thirty (30) days prior written notice to Quintel, and
                  upon such discontinuance, the PRN Companies shall immediately,
                  without the requirement of any notice or demand from Quintel,
                  cease the solicitation of new customers for the PRN 800 Number
                  Telco Clubs, but may continue the operation of the PRN 800
                  Number Telco Clubs for their existing Club customers, subject
                  to all of the other provisions of this Agreement, including
                  the payment of the Quintel Fee referred to below. Quintel may
                  give thirty (30) days prior written notice to Access that use
                  of the VRU Preamble by the PRN Companies in the offering of
                  PRN 800 Number Telco Clubs be discontinued, and upon such
                  discontinuance, the PRN Companies shall immediately, without
                  the requirement of any further notice or demand from Quintel,
                  cease the solicitation of new customers for the PRN 800 Number
                  Telco Clubs, but may continue the operation of the PRN 800
                  Number Telco Clubs for their existing Club customers, subject
                  to all of the other provisions of this Agreement, including
                  the payment of the Quintel Fee referred to below.

            iii.  The PRN Companies, jointly and severally, agree that Quintel
                  will be paid on a monthly basis, within thirty (30) days after
                  the end of each calendar month during which the PRN 800 Number
                  Telco Clubs operate, an amount equal to the product of
                  {$ Confidential portion omitted and filed separately with the
                  Commission} multiplied by the number of PRN 800 Number Telco
                  Club customers billed during such month (hereafter such amount
                  payable to Quintel is referred to as the "Quintel Fee"). The
                  Quintel Fee shall be paid when due without set-off or
                  deduction of any kind. In the event that the aggregate
                  payments collected by the PRN Companies from the Service
                  Bureau for the PRN 800 Number Telco Club 


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                  billings is less than the aggregate Quintel Fee (the amount by
                  which such collections are less than the aggregate Quintel Fee
                  is referred to as the "Shortfall"), and the Shortfall occurs
                  because of the insolvency or bankruptcy of the Service Bureau,
                  then, provided that the PRN Companies use diligent efforts to
                  collect the Shortfall (including, without limitation
                  commencement of actions to collect the Shortfall and filing
                  and prosecution of proofs of claim), that portion of the
                  Quintel Fees equal to the Shortfall shall not be payable to
                  Quintel until such time as and only to the extent that any of
                  the PRN Companies collect the Shortfall.

                  (1)   Concurrently herewith, the PRN Companies which have a
                        contractual relationship with VRS have issued a letter
                        of direction to VRS authorizing VRS to deduct the
                        Quintel Fee from any amounts due from VRS to the PRN
                        Companies prior to making any payment to the PRN
                        Companies, and to pay the amount of the Quintel Fee so
                        deducted directly to Quintel or for its account. Such a
                        letter of direction shall be delivered by the PRN
                        Companies to any other Service Bureau with which any of
                        them arrange for the provision of telecommunications
                        Carrier services for the PRN 800 Number Telco Clubs. The
                        PRN Companies hereby agree that a copy of this Agreement
                        may be delivered by Quintel to any such Service Bureau
                        which does not receive a letter of direction as evidence
                        of such direction, and further agree that delivery of
                        such a copy shall constitute authorization by the PRN
                        Companies to the Service Bureau to deduct the Quintel
                        Fee and pay or credit same to Quintel's account.

                  (2)   By his signature at the end of this Agreement, Feder
                        personally guarantees to Quintel the payment of the
                        Quintel Fee when due.

      c.    The PRN Companies represent and warrant to the Quintel Companies
            that they will conduct the operations of the PRN 800 Number Telco
            Clubs in accordance with all applicable laws and regulations.

      d.    The Quintel Companies shall have the right in their discretion to
            cease the operation of any or all of the Quintel Clubs for any
            reason or no reason, in which event the PRN Companies shall upon
            notice from Quintel immediately discontinue any reference to such
            discontinued Quintel Club in the VRU Preamble.

      e.    The Quintel Companies shall have the right in their discretion to
            modify the terms of their consent to the operation of the PRN 800
            Number Telco Clubs, for any reason or no reason, and if Quintel and
            the PRN Companies are unable for any reason to reach agreement upon
            such modifications, the PRN Companies shall within thirty (30) days
            after receipt of notice to such effect from Quintel cease the


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            solicitation of new customers for the PRN 800 Number Telco Clubs,
            but may continue the operation of the PRN 800 Number Telco Clubs for
            their existing Club customers subject to all of the other provisions
            of this Agreement, including the payment of the Quintel Fee. The
            Quintel Companies shall also have the right in their discretion to
            terminate their consent to the operation of the PRN 800 Number Telco
            Clubs, for any reason or no reason, and the PRN Companies shall
            within thirty (30) days after receipt of notice to such effect from
            Quintel cease the operation of the PRN 800 Number Telco Clubs the
            solicitation of new customers for the PRN 800 Number Telco Clubs,
            but may continue the operation of the PRN 800 Number Telco Clubs for
            their existing Club customers, subject to all of the other
            provisions of this Agreement, including the payment of the Quintel
            Fee.

3.    INDEMNIFICATIONs.

      a.    The PRN Companies jointly and severally agree to indemnify the
            Quintel Companies against any claims made by PRN 800 Number Telco
            Club Members, VRS or any other Service Bureau providing services to
            the PRN 800 Number Telco Clubs, any governmental or regulatory body,
            or any other party, arising out of the operation of the PRN 800
            Number Telco Clubs and shall hold the Quintel Companies harmless
            from any liability, cost or expense arising in connection therewith.

      b.    The Quintel Companies jointly and severally agree to indemnify the
            PRN Companies against any claims made by Quintel Club Members, any
            Service Bureau providing services to the Quintel Clubs, any
            governmental or regulatory body, or any other party, arising out of
            the operation of the Quintel Clubs advertised as part of the PRN 800
            Number Telco Clubs in accordance with this Agreement, and shall hold
            the PRN Companies harmless from any liability, cost or expense
            arising in connection therewith.

      c.    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, 


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            if necessary and to the extent feasible) of the Claim that has been
            or may be suffered by the Indemnitee.

      d.    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.

            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 3(e)( 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.

      e.    Notwithstanding the provisions of paragraph 3(c) neither the
            Indemnifying Party nor the Indemnitee may settle or compromise any
            claim for which indemnification 


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            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 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.

4.    MISCELLANEOUS.

      a.    Neither PRN nor any of the PRN Companies may assign its rights and
            obligations under this Agreement without the consent of Quintel,
            except that assignment to any subsidiary or affiliate controlling,
            controlled by or under common control with the PRN Companies shall
            not require such consent, but only prior written notice to 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, provided prior
            written notice of such assignment is given to Access.

      b.    The Noncompetition Agreements remain in full force and effect. The
            consent given by Quintel to the operation of the PRN 800 Number
            Telco Clubs shall not be deemed to be a waiver of any of the rights
            and obligations of the parties to the Noncompetition Agreements. Any
            other exceptions to the provisions of the Noncompetition Agreements
            shall require the written consent of Quintel.

      c.    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 


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            at its address first set forth above, or such other address as shall
            be furnished in writing by like notice by any such party.

      d.    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.

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

      f.    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.

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

      h.    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.

      i.    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.

      j.    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 to destroy the basis of the
            bargain among the parties as expressed herein, and the 


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            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.

      k.    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.

      l.    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 COMMUNICATIONS, INC.        BAHIA ENCOUNTERS, INC.


By: /s/ Jeffrey Schwartz            By: /s/ Steven L. Feder                 
    ----------------------------        ----------------------------


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


By: /s/ Steven L. Feder             By: /s/ Steven L. Feder                     
    ----------------------------        ----------------------------


ACCESS RESOURCE SERVICES, INC.


By: /s/ Steven L. Feder             /s/ Steven L. Feder
    ----------------------------    --------------------------------
                                    Steven L. Feder


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