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                                                                   Exhibit 10.12

                         Direct Bill Services Agreement

          This Agreement ("Agreement") is made as of the last date and year
     specified on the signature page hereof, by and between Cingular Wireless
     LLC, a Delaware Limited Liability Company ("Cingular"), and Dwango North
     America, Inc. a Texas corporation, ("Customer").

     Whereas, Cingular provides a service which will allows Customer to sell to
     Cingular subscribers Information Services, including graphics, games, ring
     tones and other content which can be used, played or displayed on certain
     wireless enabled devices ("Information Services");

     Whereas, as a part of such service, Cingular will include on certain of its
     subscribers' bills for wireless services, the charges imposed by Customer
     for Information Services ("DirectBill Service")

     Whereas, Customer wishes to subscribe to Cingular's DirectBill Service."

     Now, therefore, for and in consideration of the premises and other good and
     valuable consideration, the parties agree as follows:

          1.    DEFINITIONS

          1.1   "Affiliate" shall mean any entity which, directly or indirectly,
                is controlled by Cingular, or any partnership, joint venture,
                consortium or other such entity in which Cingular or its
                Affiliates have any material form of ownership or any managerial
                interest. For purposes of this definition, "material form of
                ownership" shall be deemed to include partnerships, joint
                ventures, consortiums or other entities in which Cingular or its
                Affiliates have at least a thirty percent (30%) ownership
                interest.

          1.2   "Cingular Marks" means the trademarks, service marks, logos and
                other distinctive brand marks of Cingular or its Affiliates that
                are used in or relate to Cingular's business.

          1.3   "Customer" means the entity named above and identified as
                Customer. Customer represents that it does business under the
                following names: Dwango Wireless. Customer represents that its
                address is: 5847 San Felipe St., Suite 2825, Houston, Texas
                77057-3000. Customer represent that the following is a toll-free
                number at which DirectBill Subscribers may contact Customer to
                discuss problems with Customer's Information Services.

          1.4   "DirectBill Subscribers" means Cingular wireless Subscribers who
                have registered to have Information Services billed on their
                wireless phone account.

          1.5   "Unsuitable Information Services" means Information Services
                that Cingular may at its sole discretion determine to be
                inappropriate for billing by Cingular, including images or
                content that is in any way unlawful, harmful, threatening,
                defamatory, obscene, harassing, or racially, ethically or

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                otherwise objectionable; Information Services that facilitate
                illegal activity, depict sexually explicit images, promote
                violence, promote discrimination, promote illegal activities, or
                incorporate any materials that infringe or assist others to
                infringe on any copyright, trademark, or other intellectual
                property rights.

          2.    SCOPE OF SERVICES

          2.1   Cingular shall allow its Subscribers to register for DirectBill
                service through a website maintained by Cingular. Upon
                registration and selection of a pin code DirectBill Subscribers
                may purchase Information Services.

          2.2   Cingular through its vendor, Qpass Inc. will authenticate
                DirectBill Subscribers and deliver the Information Services to
                the DirectBill Subscriber initiating the purchase. A description
                of the authorization and process of delivery of the Information
                Services is shown in the DirectBill QuickStart Guide which will
                be provided to Customer upon execution of this agreement, and
                can be found at alliance.cingularinteractive.com. This guide is
                subject to revision at any time with reasonable notification to
                Customer.

          2.3   The Information Services approved by Cingular, and which can be
                offered and delivered by the Customer to DirectBill Subscribers
                are shown in Exhibit 1 ("Approved Information Services") of this
                agreement.

          2.4   It is expressly understood and agreed that this Agreement does
                not grant to either party any exclusive privileges or rights and
                that either party may participate in similar business
                arrangements and for similar content as described herein and
                contract with other organizations in association therewith.

          3.    CINGULAR UNDERTAKING AND REPRESENTATIONS

          3.1   Cingular shall include on its monthly bills charges incurred by
                DirectBill Subscribers for the purchase of Information Services.

          3.2   Cingular shall collect from DirectBill Subscribers the charges
                for Information Services.

          3.3   Cingular will provide its traditional billing related Tier I
                Customer Service for its subscribers, and shall credit
                DirectBill Subscribers with the amount of any charge for
                Information Services, which is disputed by the DirectBill
                Subscriber.

          3.4   Cingular through its billing vendor shall remit to Customer the
                amount collected from DirectBill Subscribers after subtracting
                customer credits, bad debt, applicable taxes as directed by
                Customer, and Cingular's Billing Fees.

          3.5   Cingular will from time to time, in its sole and absolute
                discretion, assess the reliability and trustworthiness of
                Customer, and the utility, appropriateness, and desirability, of
                Customer's Information Services. Based on Cingular's

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                assessment of Customer and Customer's Information Services,
                Cingular shall determine whether to continue this Agreement. If
                Cingular determines in it sole and absolute discretion based on
                Cingular's assessment of Customer and Customer's Information
                Services that this Agreement should be terminated, Cingular
                shall give Customer thirty (30) days prior notice of the
                effective date of such termination. Notwithstanding the
                foregoing, if Cingular at any time determines that that
                Customer's Information Services or any part of them are
                Unsuitable Information Services, Cingular may suspend the
                performance of this Agreement immediately and without notice
                until and unless the Unsuitable Information Services are
                removed.

          4.    CUSTOMER UNDERTAKING AND REPRESENTATIONS

          4.1   Customer must develop its Information Services and host them in
                such a way that Cingular and Qpass can retrieve and deliver them
                to DirectBill Subscribers initiating a purchase request. A
                description of the programming necessary to integrate Customer's
                Information Services with Cingular's billing vendor is in the
                DirectBill QuickStart Guide which will be provided to Customer
                upon execution of this agreement, and can be found at
                alliances.cingular.com. This guide is subject to revision at any
                time with reasonable notification to Customer.

          4.2   Customer is solely responsible for the development, operation
                and maintenance of the Information Service and its sites.
                Customer also is responsible for ensuring that the Information
                Services (i) do not disparage, defame, or discredit Cingular or
                a Cingular Affiliate or their respective names and are not
                derogatory or detrimental to the good name or business
                reputation of Cingular or a Cingular Affiliate, and (ii) do not
                constitute Unsuitable Information Services. Cingular may
                immediately remove links to any Customer Content that violates
                the foregoing.

          4.3   Customer will be responsible for Tier II Customer Service as
                shown in Exhibit 2 ("Customer Service") of this agreement.

          4.4   Customer represents and warrants that the Information Service to
                be provided by Customer hereunder is in no way unlawful,
                harmful, threatening, defamatory, obscene, harassing, or
                racially, ethically or otherwise objectionable; that it does not
                facilitate illegal activity, depict sexually explicit images,
                promote violence, promote discrimination, promote illegal
                activities, or incorporate any materials that infringe or assist
                others to infringe on any copyright, trademark, or other
                intellectual property rights.

          4.5   Customer shall advise Cingular's billing vendor, Qpass Inc. of
                the amount of any sales, use, or other taxes that should be
                imposed on the charges for Customer's Information Services and
                shall cause Qpass to bill any such taxes and then either to
                remit such taxes to the appropriate authority or to deliver the
                amount of such taxes to Customer to pay to the appropriate
                authority. Customer agrees that Cingular is merely acting as a
                billing conduit for the amount of the charges imposed by
                Customer for its services and has not and will not provide
                Customer with any advice regarding the proper

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                amount of any taxes that Customer should collect, or the
                jurisdictions to which such taxes should be remitted.

          4.6   Reporting: Customer shall report to Cingular on a quarterly
                basis its content roadmap outlining any upcoming Information
                Services to be launched. Additionally, Customer will report to
                Cingular on the tenth business day of each month the following
                transactional information-

                    -    Number of SMS (Short Message Service) messages sent to
                         the Cingular network
                    -    Number of Information Services sold through the
                         Cingular network using the Cingular Direct Bill (CDB)
                    -    Number of Information Services sold through the
                         Cingular network using other payment means
                    -    Number of good sent for free through the Cingular
                         network.

                    5.  FEES/PAYMENT SCHEDULE. Cingular shall receive from
                COMPANY as a fee for its Billing and Collection Services, the
                amounts shown on Exhibit 3 ("Revenue Share"). Additionally, the
                payment schedule by which fees will be received by the Customer
                is also shown in Exhibit 3.

                    6.  CINGULAR DIRECTBILL MARKETING REPRESENTATION. Customer
                must represent Cingular DirectBill in accordance with Cingular
                marketing standards, available via www.cingularads.com. Customer
                is permitted to utilize the Cingular logo as described therein,
                but must, at a minimum, include the text "Cingular DirectBill"
                as an option for payment via whatever payment authorization
                mechanism is utilized for the DirectBill-enabled applications
                listed in Exhibit 2.

                    7.  TERM/TERMINATION. The Initial Term of this Agreement
                shall be for one year from signature by both parties. The
                Agreement will automatically be extended, without any further
                action by either party, for additional consecutive periods of
                one (1) year each (each a "Renewal Period") unless notice of
                termination, as referenced in Section 3.5, is sent by Cingular.

                    8.  WARRANTY DISCLAIMER. THE WARRANTIES SET FORTH IN THIS
                AGREEMENT CONSTITUTE THE ONLY WARRANTIES MADE WITH RESPECT TO
                THE PERFORMANCE OF SERVICES PROVIDED UNDER THIS AGREEMENT. BOTH
                PARTIES SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES, WRITTEN OR
                ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT
                LIMITATION ANY WARRANTY OF CONTENT PROVIDERABILITY, FITNESS FOR
                A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM A COURSE OF
                DEALING, TRADE USAGE OR TRADE PRACTICE. IN ADDITION, NEITHER
                PARTY MAKES ANY WARRANTIES WHATSOEVER TO ANY PERSON OR ENTITY
                (INCLUDING BUT NOT LIMITED TO END USERS) OTHER THAN TO THE OTHER
                PARTY HEREUNDER.

          9.    LIMITATION OF LIABILITY

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          9.1   General Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
                THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL,
                PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR BUSINESS, OR
                COSTS OF REPLACEMENT SERVICES AND/OR DELAY, HOWEVER CAUSED AND
                ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE
                OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. THESE
                LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE
                POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF
                ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

          9.2   Limitations on Direct Damages. IN THE EVENT OF ANY DAMAGES TO
                EITHER PARTY ARISING OUT OF THIS AGREEMENT, ANY RECOVERY OF
                DAMAGES BY THE OTHER PARTY SHALL NOT EXCEED THE AMOUNT PAID
                AND/OR OWED BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE
                EVENT GIVING RISE TO DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE
                THAT THE FOREGOING AMOUNT IS NOT A PENALTY BUT REPRESENTS A GOOD
                FAITH ESTIMATE BY THE PARTIES OF THE AMOUNT OF DAMAGES INCURRED
                UPON BREACH OF THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND
                AGREE THAT THE AMOUNTS PAYABLE HEREUNDER SHALL APPLY, EVEN IF
                THE PAYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF HIGHER
                AMOUNTS OF DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
                PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS
                SUBSECTION SHALL NOT APPLY TO ANY AMOUNTS PAYABLE UNDER SECTION
                10 (INDEMNIFICATION) OF THIS AGREEMENT.

          10.   INFRINGEMENT AND INDEMNIFICATION.

          10.1      Customer represents and warrants that it has the right to
                license and deliver the Information Services to Cingular's
                subscribers within the United States, Canada and Mexico. To the
                knowledge of Customer, the Information Services are and will be
                free of any third party claims for misappropriation of trade
                secrets, or the infringement of any patent, copyright,
                trademark, service mark, or other proprietary right.

          10.2      Customer shall defend, indemnify and hold harmless Cingular,
                its affiliates and their respective present, former and future
                officers, directors, employees and agents, and their respective
                heirs, legal representatives, successors and assigns, and
                Cingular's vendor for billing services provided hereunder
                (collectively the "Cingular Indemnitees"), from and against any
                and all claims, actions, losses, costs, liabilities or expenses
                (including, without limitation, reasonable attorneys' fees)
                which any of the Cingular Indemnitees may suffer, incur or
                sustain resulting from, or arising out of (a) any breach of the
                representations and warranties in this Agreement; (b) any claim
                or action that Customer has misappropriated the trade secrets of
                a third person, or that any of the Information Services infringe
                any patent, copyright, trademark, service mark or other right of
                any third person; (c) any claim or action arising out of
                Customer' failure to obtain any consent, approval or license for
                the

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                Information Services, or its failure to pay any fees in
                connection therewith; (d) violation by Customer of any
                applicable law, rule, or regulation without regard to source;
                (e) breach by Customer of any contract with a third party,
                including but not limited to agreements with End Users; (f) any
                material provided by Customer which is unlawful, libelous or
                defamatory; (g) any claim based on the merchantability, fitness
                for a particular purpose, or completeness, of the Information
                Services; or (h) any claim that Customers collection or use of
                End User personal information violates the privacy interests of
                any such End User.

          10.3      Customer shall, through counsel of its choice, reasonably
                acceptable to Cingular, assume the defense of any claim or
                action brought against any Cingular Indemnitee giving rise to
                the obligations and liabilities of Customer under this section,
                provided, however, that there is no conflict with such counsel's
                representation of both Cingular and Customer in connection
                therewith. Customer acknowledges and agrees that Cingular's
                vendor for billing services provided hereunder is a third party
                beneficiary of this provision.

          11.   NONDISCLOSURE.

          11.1      During the term of this Agreement it may be necessary for
                Cingular to provide Customer with certain written, electronic or
                oral information ("Information") considered to be private or
                proprietary. The Customer shall protect such Information
                received by it from whatever source from distribution,
                disclosure or dissemination or use to or by anyone except
                employees of Customer with a need to know such Information in
                conjunction with the provision of services hereunder, except as
                authorized herein or as otherwise authorized in writing.

          11.2      Customer will not have an obligation to protect any portion
                of Cingular's Information which:

          11.2.1    is made publicly available by Cingular or lawfully by a
                nonparty to this Agreement; or

          11.2.2    is lawfully obtained by Customer from any source other than
                Cingular; or

          11.2.3    is previously known to Customer without an obligation to
                keep it confidential; or

          11.2.4    is released by Cingular in writing.

          11.3      Customer will only make copies of the Information received
                from Cingular as are necessary for its use under the terms
                hereof, and each such copy will be marked with the same
                proprietary notices as appear on the originals. Customer agrees
                to use the Information solely in connection with this Agreement
                and for no other purpose. Customer agrees to return all
                Information and any copies thereof to Cingular upon termination
                of this Agreement. Customer agrees not to identify Cingular or
                any other owner of

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                Information disclosed hereunder in any advertising or publicity
                without the prior written permission of Cingular.

          11.4      Customer's obligations as to the Information shall continue
                for a period of two (2) years after the termination of this
                Agreement, provided, however, that such obligation shall
                continue indefinitely as to Information constituting a Trade
                Secret under applicable law for so long as such Information
                remains a Trade Secret.

          12.   ARBITRATION.

          12.1      Cingular and Customer shall use their best efforts to settle
                any dispute or claim arising from or relating to this Agreement.
                To accomplish this, they shall negotiate with each other in good
                faith. If Cingular and Customer do not reach agreement within 30
                days, instead of suing in court, Cingular and Customer agree to
                arbitrate any and all disputes and claims (including but not
                limited to claims based on or arising from an alleged tort)
                arising out of or relating to this agreement, or to any prior
                agreement between Customer and Cingular or any of Customer's or
                Cingular's affiliates or predecessors in interest.

          12.2      The arbitration of any dispute or claim shall be conducted
                in accordance with the Wireless Industry Arbitration Rules ("WIA
                Rules") as modified by this Agreement and as administered by the
                American Arbitration Association ("AAA").

          12.3      Cingular and Customer acknowledge that this Agreement
                evidences a transaction in interstate commerce and that the
                United States Arbitration Act and Federal Arbitration law shall
                govern the interpretation and enforcement of, and proceedings
                pursuant to, this or a prior Agreement.

          12.4      Unless Cingular and Customer agree otherwise, the location
                of any arbitration shall be in Atlanta, Georgia.

          12.5      Cingular and Customer agree that no arbitrator has the
                authority to: (1) award relief in excess of what this or a prior
                agreement provides; (2) award punitive damages or any other
                damages not measured by the prevailing party's actual damages;
                or (3) order consolidation or class arbitration.

          12.6      Except as otherwise provided herein, all fees and expenses
                of the arbitration shall equally borne by Customer and Cingular.

          12.7      The arbitrator(s) must give effect to the limitations on
                Cingular's liability as set forth in this or a prior Agreement,
                any applicable tariff, law, or regulation.

          12.8      In any arbitration utilizing the rules applicable to
                Large/Complex cases, as defined under the WIA rules, the
                arbitrators must also apply the Federal Rules of Evidence, and
                the losing party may have the award reviewed in accordance with
                the review procedures set forth in the WIA rules.

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          12.9      Customer agrees that Cingular and Customer each is waiving
                its respective right to a trial by jury, Customer acknowledges
                that arbitration is final and binding and subject to only very
                limited review by a court. If for some reason this arbitration
                clause is at some point deemed inapplicable or invalid, Customer
                and Cingular agree to waive, to the fullest extent allowed by
                law, any trial by jury, in such case, a judge shall decide the
                subject dispute or claim.

          12.10     Cingular, Customer and Arbitrator(s) shall not disclose the
                existence, content, or results of any arbitration. Judgement on
                the award rendered by the arbitrator(s) may be entered in any
                court having jurisdiction thereof.

          13.   Miscellaneous.

          13.1      The parties acknowledge that the relationship of the parties
                is that of independent contractors, and that nothing contained
                in this Agreement shall be construed to place the parties in the
                relationship of principal and agent, master and servant,
                partners or joint venturers. Neither party shall have, expressly
                or by implication, or represent itself as having, any authority
                to make contracts or enter into any agreements in the name of
                the other party, or to obligate or bind the other party in any
                manner whatsoever.

          13.2      The validity and effect of this Agreement shall be governed
                by and construed and enforced in accordance with the laws of the
                State of Georgia, without regard to its rules regarding
                conflicts of law.

          13.3      The headings as to contents of particular sections are
                inserted only for convenience and are in no way to be construed
                as part of this Agreement.

          13.4      Customer shall not issue or release for publication any
                articles or advertising or publicity matter relating to the work
                performed hereunder or mentioning or implying the name of
                Cingular or any Affiliate, or any of their personnel, unless
                prior written consent is granted by Cingular.

          13.5      Except as otherwise expressly provided in this Agreement,
                all notices and demands required or contemplated hereunder by
                one party to the other shall be in writing and shall be deemed
                to have been duly made and given upon date of delivery if
                delivered in person or by an overnight delivery or postal
                service, upon receipt if delivered by facsimile the receipt of
                which is confirmed by the recipient, or upon the expiration of
                five days after the date of posting if mailed by certified mail,
                postage prepaid, to the addresses or facsimile numbers set forth
                below their signatures. Either party may change its address or
                facsimile number for the purpose of this Agreement by notice in
                writing to the other party as provided herein.

          13.6      No failure or delay on the part of any party hereto to
                exercise any right or remedy hereunder shall operate as a waiver
                thereof, nor shall any single or partial exercise of any right
                or remedy by any party preclude any other or further exercise
                thereof or the exercise of any other right or remedy. No express
                waiver or assent by any party hereto to any breach of or default
                in

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                any term or condition of this Agreement shall constitute a
                waiver of or an assent to any succeeding breach of or default in
                the same or any other term or condition hereof.

          13.7      The parties acknowledge that this Agreement has been entered
                into due to, among other things, the special skills and
                technical expertise of Customer, and agree that this Agreement
                may not be voluntarily or involuntarily assigned or transferred
                by Customer, in whole or in part, and none of the obligations of
                Customer under this Agreement may be delegated by Customer, in
                whole or in part, without the prior written consent of Cingular.

          13.8      This Agreement and the exhibits hereto constitute the entire
                agreement between the parties with respect to the subject matter
                hereof, and may not be amended except in writing signed by both
                parties.

                    IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized representatives, on the last date and
year noted below.

--------------------------------------------------------------------------------
CINGULAR WIRELESS LLC                     'CUSTOMER'


Signature:  /s/ Rob Hyatt                 Signature:  /s/ Rick Hennessey
          ----------------------------              ----------------------------
Name:  Rob Hyatt                          Name:  Rick Hennessey
     ---------------------------------         ---------------------------------
Title: Exec. Dir. - Data Product Mgt.     Title: President
      --------------------------------          --------------------------------
Date:  1-9-2004                           Date:  12-22-03
--------------------------------------    --------------------------------------

 Glenridge Highlands Two
 5565 Glenridge Connector                 Address: 5847 San Felipe St., Suite
 Atlanta, GA 30342                        2825
                                          Houston, Texas 77057-3000


Attn: Cristy Swink Director -             Attn: Robert E. Huntley
      3/rd/ Party Revenue                 Facsimile: (713) 924-9688
Facsimile: (404) 236-5430

With a copy to:                           With a copy to:

Glenridge Highlands Two                   Robert M. Mullins
5565 Glenridge Connector                  Gunn. Mullins & Farrell, L.L.P.
Atlanta, GA 30342                         1415 North Loop West, Suite 1100
Attn: General Counsel                     Houston, TX 77008
Facsimile:_________________               Facsimile: (713) 869-3085
--------------------------------------------------------------------------------

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                                    Exhibit 1

                          Approved Information Services
                          -----------------------------

Content-
Customer will be allowed to sell Information Services to the Cingular User base.
This content will be limited to Java Games/Application, WAP Games, and
Ringtones, to any and all devices capable of receiving them. Cingular must be
notified, in advance of starting sales, of any other content categories outside
of these. Cingular will have thirty (30) days to respond to these requests and
disapprove the selling of these new content categories; else Customer can begin
sales efforts. Notification should be sent to the same address c/o the contract
signor for Cingular.

The initial content provided by the Customer will include the following:

--------------------------------------------------------------------------------
Content Type                  Titles
--------------------------------------------------------------------------------
-  Java (J2ME)                -  Star Exceed
                              -  Star Diversion
                              -  Dwango Racing
                              -  Aqua X
                              -  Jumpeon
                              -  Blackjack
                              -  Roulette
                              -  Slots
                              -  Etc.
-  WAP Games                  -  Traders Odyssey
                              -
                              -
-  Ringtones                  -
                              -
                              -
-                             -
                              -
                              -
--------------------------------------------------------------------------------

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                                    Exhibit 2
                                    ---------

                                Customer Service

Customer shall provide the following customer support to Cingular. Cingular
shall be responsible for billing related customer service contact with Users
(Tier I). Any technical problem found during the use of Information Services may
be identified and with best efforts classified and shared with the Customer by
Cingular.

(1)  Customer shall create and provide to Cingular one set of support training
     materials, in the English language, for use by Cingular as a reference when
     reviewing customer issues and potential inquiries regarding Information
     Services.

(2)  Suspected Technical Problem With Content:
     (a)  If Cingular suspects a technical problem with any Information Service
          (a "Suspected Technical Problem") for which Customer may be
          responsible hereunder, Cingular shall direct such Suspected Technical
          Problem in English to Customer via identified appropriate contact
          identified in Section 1.3. (the "Suspected Technical Problem Notice").
     (b)  The Suspected Technical Problem Notice shall be directed as
          appropriate (likely via toll-free customer service phone number or
          email) and shall attempt to include the following information:
          (i)   Contact information of the reporter/reporting department
                (including name, department, call back number, fax number and
                email address);
          (ii)  The Information Service affected (Cingular shall identify the
                Information Service in accordance with the file name utilized by
                Customer to deliver same to Cingular);
          (iii) Description of Suspected Technical Problem including, without
                limitation, the nature of the malfunction or design defect;
          (iv)  An issue severity level; and
          (v)   Any other pertinent information to assist Customer in its
                analysis and proposed resolution of the Suspected Technical
                Problem.
     (c)  Response to a Suspected Technical Problem Notice.
          (i)   Customer shall use commercially reasonable efforts to resolve
                the Suspected Technical Problem as quickly as possible.
          (ii)  Customer will communicate efforts, solution results, or listing
                of continued issues to Cingular as a part of this response.
(4)  Technical Questions.
     (a)  If Cingular has a technical question regarding Information Services in
          the event there is no Suspected Technical Problem (a "Technical
          Question"), Cingular may direct such Technical Questions, in English,
          to appropriate contact point as identified in Section 1.3 ("Technical
          Question Notice").
     (b)  The Technical Question Notice shall contain the following information:
          (i)   Contact information of the reporter/reporting department
                (including name, department, call back number, fax number and
                email address);
          (ii)  The Information Service affected (Cingular shall identify the
                Information Service in accordance with the file name utilized by
                Customer to deliver same to Cingular);

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          (iii) Description of the Technical Question, including, without
                limitation, questions concerning functionality of the
                Information Service and/or Java content or questions concerning
                documentation provided to Cingular;
          (iv)  Any other pertinent information to assist Customer in its
                analysis and proposed resolution of the Suspected Technical
                Problem.
     (c)  Response to a Technical Question Notice.
          (i)   Customer shall use commercially reasonable efforts to respond to
                a Technical Question Notice within five (5) Business Days after
                its receipt.
          (ii)  Customer's response to a Technical Question Notice shall include
                any applicable answers or solutions to the Technical Question.


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                                    Exhibit 3

                                  Revenue Share

Revenue Share-
Customer will receive [*] of all revenues associated with sale of
Information Services to the Cingular customers. Cingular will retain the
remaining [*] of such revenue when the Customer used Cingular Direct
Bill (CDB) for payment of Information Services. Customer will be required to
offer CDB as the primary billing solution for the sale of Information Services.

Cost
Customer will pay $400 to Cingular for Direct Bill vendor setup costs. This
amount is payable within 10 business days following the receipt of the executed
copy of this agreement. Checks should be made payable to Cingular Wireless and
sent to the address as noted in this agreement.

Retail Pricing-
Customer will have sole discretion to determine the retail pricing however, all
transactions will be priced at a minimum of $1.00 USD when using CDB as a
payment option.

Payment Schedule-
Cingular, through its billing vendor, shall pay Customer on thirty day (monthly)
cycle within 45 days after Cingular receipt and confirmation of invoice from
Cingular's billing services vendor (QPass) (e.g. April billing cycle potentially
received by Cingular on May 5/th/, confirmed on May 10/th/, payment sent by
Cingular by approximately June 15/th/.)




----------------
*  Certain information on this page has been omitted and filed separately with
   the Securities and Exchange Commission. Confidential treatment has been
   requested with respect to the omitted portions.

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