Exhibit 10.11






                              Consulting Agreement
                               (Charles Cleveland)

     This agreement is made effective December 4, 2000, by and between
CommunicateNow.com Inc., 2015 Birdcreek Terrace, Suite 101, Temple, TX 76502,
hereafter referred to as ("Company"), and Charles Cleveland, 5701 82nd Street,
Lubbock, Texas ("Consultant") for a period not to exceed 6 months.

     In consideration of the mutual promises contained in this Agreement, the
Parties agree as follows:

                                    I Purpose

       1.01      Company hereby retains and employs Consultant to create and
                 produce on demand, general business start-up consulting,
                 specifically the creation, review and testing of software and
                 hardware necessary to bill customers and receive and collect/
                 credit customer payments.

                                II Consideration

        2.01     In consideration of Consultant providing such services, Company
                 shall pay Consultant pursuant to the terms and conditions set
                 forth in exhibit "A" attached hereto.

                       III Mutual Covenants and Agreements

        3.01     The Parties agree that Consultant is an Independent Contractor
                 in the performance of its services for the Company.

        3.02     It is mutually agreed and understood that Consultant shall not
                 be considered an employee of Company. Company will have no
                 control, direction, or dominion over Consultant or the way in
                 which Consultant performs the work.

        3.03     Consultant is responsible for performing the services stated in
                 this Agreement in a good workmanlike manner and the work shall
                 be performed in strict accordance with industry standards.

        3.04     Consultant has no independent authority to act for or on behalf
                 of Company, except as provided in this Agreement. No other
                 power, authority or use is granted or implied.

        3.05     Neither Party shall incur any debt, obligation, or liability of
                 any kind against the other party without the other Party's
                 express written permission.

        3.06     Neither Party may receive any money owed the other without the
                 other Party's express written permission.

        3.07     Consultant agrees to devote sufficient time, energy and
                 attention during the term of this Agreement to the tasks
                 specified by Company.  Furthermore, Consultant agrees to
                 provide prompt, courteous, efficient and professional service
                 and to cooperate with Company in completing the jobs
                 contemplated on this agreement.

        3.08     Consultant will be responsible for payment of all state,
                 federal, foreign and/or local taxes, including income tax,
                 withholding tax, Social Security tax and pension contributions,
                 if any. Company is not responsible for the payment of any taxes
                 or penalties applicable to the nonpayment or underpayment of
                 the taxes. Consultant is, in addition, responsible for payment
                 of any and all insurance premiums, including, but not limited
                 to, errors and omissions policies, and medical, life or
                 Worker's Compensation policies that Consultant may need or
                 desire.

                                     IV Term

        4.01     The term of this agreement shall be for three (3) months from
                 the date that this Agreement is signed by Company's and
                 Consultant's representatives.

        4.02     If, after expiration of the Agreement, the Parties continue to
                 do business together as if this Agreement were still in effect,
                 the Agreement shall automatically be renewed for additional
                 three (3) month terms, unless one of the Parties notifies the
                 other in writing of the termination of this Agreement. The
                 termination letter must give 30 days notice to the other Party.

        4.03     Prior to expiration of this Agreement, termination may be by
                 agreement of the Parties.

                     V General and Administrative Provisions

        5.01     Parties Bound.  This Agreement shall be binding upon and inure
                 to the benefit of the Parties and their respective heirs,
                 executors, administrators, legal representatives, successors
                 and assigns.

        5.02     Assignment. Company shall have no right to transfer or assign
                 Consultants interest in this Agreement without the prior
                 written consent of Consultant.

        5.03     Corporate Authority. If any Party is a legal entity
                 (partnership, Corporation and/or trust), such Party represents
                 to the other that this Agreement, the transaction contemplated
                 in this Agreement, and the execution and delivery hereof, have
                 been duly authorized by all necessary partnership, corporate or
                 trust proceedings and actions, including without limitation,
                 action on the part of the directors, if the Party is a
                 corporation. Certified copies of any such corporate or other
                 resolutions authorizing this transaction shall be delivered at
                 Execution.

        5.04     Time limits. Time is of the essence in this Agreement, and all
                 time limits shall be strictly construed and rigidly enforced.

        5.05     No Waiver. The failure or delay in the enforcement of the
                 rights detailed in this Agreement by Company shall not
                 constitute a waiver of those rights or be deemed a basis for
                 estoppel. Company may exercise its rights under this Agreement
                 despite the delay or failure to enforce the rights.

        5.06     Dispute or Contest. In the unlikely event that a dispute occurs
                 or an action in law or equity arises out of the operation,
                 construction or interpretation of this Agreement, Consultant
                 shall bear the expense of the attorney's fees and costs
                 incurred by Consultant in the action.

        5.07     Paragraph Headings. The paragraph headings used in this
                 Agreement are descriptive only and shall have no legal force or
                 affect whatever.

        5.08     Use of Pronouns. The use of the neuter singular pronoun to
                 refer to a Party described in this Agreement shall be deemed a
                 proper reference whether the Party is an individual, a
                 partnership, a corporation, or a group of two or more
                 individuals, partnerships or corporations. The grammatical
                 changes required to make the provisions of this Agreement
                 applicable to corporations, partnerships, individuals, or
                 groups of individuals, or to females as well as males, shall in
                 all instances be assumed as though in each case fully
                 expressed.

        5.09     Texas Law. This Agreement shall be subject to and governed by
                 the laws of the State of Texas. Any and all obligations or
                 payments are due and payable in Bell County, Texas.

        5.10     Severability. If any provisions of this Agreement shall, for
                 any reason, be held violative of any applicable law, and so
                 much of the Agreement is held to be unenforceable, then the
                 invalidity of such a specific provision shall not be deemed to
                 invalidate any other provisions in this Agreement, which other
                 provisions shall remain in full force and effect unless removal
                 of the invalid provision destroys the legitimate purpose of
                 this Agreement, in which event this Agreement shall be
                 cancelled.

        5.11     Entire Agreement. This Agreement represents the entire
                 agreement by and between the Parties except as otherwise
                 provided in this Agreement, and it may not be changed except by
                 written amendment duly executed by all Parties.


         Signed, Accepted And Agreed To the First date stated above.


         Consultant:

         ---------------------------------------
         Signed Name


         ---------------------------------------------
         Printed Name




CommunicateNow.Com Inc., a Delaware Corporation

         By:      ______________________________________
         President.








                           EXHIBIT "A" (Compensation)


                  125,000 SHARES OF COMMON STOCK IN THE COMPANY
                            CommunicateNow.com Inc.





                               (Charles Cleveland)

   This agreement is made effective November 13, 2000, by and between
CommunicateNow.com Inc., 2015 Birdcreek Terrace, Suite 101, Temple, TX 76502,
hereafter referred to as ("Company"), and Charles Cleveland, 5701 82nd Street,
Lubbock, Texas hereafter referred to as ("Consultant").

   In consideration of the mutual promises contained in this Agreement, the
Parties agree as follows:

                                   I. Purpose

        1.01     Company hereby retains and employs Consultant to create and
                 produce on demand, general business start-up consulting,
                 specifically the creation, review, and testing of software and
                 hardware necessary to bill customers and receive and collect/
                 credit customer payments.


                               II. Consideration

        2.01     In consideration of Consultant providing such services, Company
                 shall pay Consultant pursuant to the terms and conditions set
                 forth in exhibit "A" attached hereto.

                      III. Mutual Covenants and Agreements

        3.01     The Parties agree that Consultant is an Independent Contractor
                 in the performance of its services for the Company.

        3.02     It is mutually agreed and understood that Consultant shall not
                 be considered an employee of Company. Company will have no
                 control, direction, or dominion over Consultant or the way in
                 which Consultant performs the work.

        3.03     Consultant is responsible for performing the services stated in
                 this Agreement in a good workmanlike manner and the work shall
                 be performed in strict accordance with industry standards.

        3.04     Consultant has no independent authority to act for or on behalf
                 of Company, except as provided in this Agreement. No other
                 power, authority or use is granted or implied.

        3.05     Neither Party shall incur any debt, obligation, or liability of
                 any kind against the other party without the other Party's
                 express written permission.

        3.06     Neither Party may receive any money owed the other without the
                 other Party's express written permission.

        3.07     Consultant agrees to devote sufficient time, energy and
                 attention during the term of this Agreement to the tasks
                 specified  by Company. Furthermore, Consultant agrees to
                 provide prompt, courteous, efficient and professional service
                 and to cooperate with Company in completing the jobs
                 contemplated on this agreement.

        3.08     Consultant will be responsible for payment of all state,
                 federal, foreign and/or local taxes, including income tax,
                 withholding tax, Social Security tax and pension contributions,
                 if any. Company is not responsible for the payment of any taxes
                 or penalties applicable to the nonpayment or underpayment of
                 the taxes. Consultant is, in addition, responsible for payment
                 of any and all insurance premiums, including, but not limited
                 to, errors and omissions policies, and medical, life or
                 Worker's Compensation policies that Consultant may need or
                 desire.

                                    IV. Term

        4.01     The term of this agreement shall be for three (3) months from
                 the date that this Agreement is signed by Company's and
                 Consultant's representatives.

        4.02     If, after expiration of the Agreement, the Parties continue to
                 do business together as if this Agreement were still in effect,
                 the Agreement shall automatically be renewed for additional
                 three (3) month terms, unless one of the Parties notifies the
                 other in writing of the termination of this Agreement. The
                 termination letter must give 30 days notice to the other Party.

        4.03     Prior to expiration of this Agreement, termination may be by
                 agreement of the Parties.

                    V. General and Administrative Provisions

        5.01     Parties Bound.  This Agreement shall be binding upon and inure
                 to the benefit of the Parties and their respective heirs,
                 executors, administrators, legal representatives, successors
                 and assigns.

        5.02     Assignment. Company shall have no right to transfer or assign
                 Consultants interest in this Agreement without the prior
                 written consent of Consultant.

        5.03     Corporate Authority. If any Party is a legal entity
                 (partnership, Corporation and/or trust), such Party represents
                 to the other that this Agreement, the transaction contemplated
                 in this Agreement, and the execution and delivery hereof, have
                 been duly authorized by all necessary partnership, corporate or
                 trust proceedings and actions, including without limitation,
                 action on the part of the directors, if the Party is a
                 corporation. Certified copies of any such corporate or other
                 resolutions authorizing this transaction shall be delivered at
                 Execution.

        5.04     Time limits. Time is of the essence in this Agreement, and all
                 time limits shall be strictly construed and rigidly enforced.

        5.05     No Waiver. The failure or delay in the enforcement of the
                 rights detailed in this Agreement by Company shall not
                 constitute a waiver of those rights or be deemed a basis for
                 estoppel. Company may exercise its rights under this Agreement
                 despite the delay or failure to enforce the rights.

        5.06     Dispute or Contest. In the unlikely event that a dispute occurs
                 or an action in law or equity arises out of the operation,
                 construction or interpretation of this Agreement, Consultant
                 shall bear the expense of the attorney's fees and costs
                 incurred by Consultant in the action.

        5.07     Paragraph Headings. The paragraph headings used in this
                 Agreement are descriptive only and shall have no legal force or
                  affect whatever.

        5.08     Use of Pronouns. The use of the neuter singular pronoun to
                 refer to a Party described in this Agreement shall be deemed a
                 proper reference whether the Party is an individual, a
                 partnership, a corporation, or a group of two or more
                 individuals, partnerships or corporations. The grammatical
                 changes required to make the provisions of this Agreement
                 applicable to corporations, partnerships, individuals, or
                 groups of individuals, or to females as well as males, shall in
                 all instances be assumed as though in each case fully
                 expressed.

        5.09     Texas Law. This Agreement shall be subject to and governed by
                 the laws of the State of Texas. Any and all obligations or
                 payments are due and payable in Bell County, Texas.

        5.10     Severability. If any provisions of this Agreement shall, for
                 any reason, be held violative of any applicable law, and so
                 much of the Agreement is held to be unenforceable, then the
                 invalidity of such a specific provision shall not be deemed to
                 invalidate any other provisions in this Agreement, which other
                 provisions shall remain in full force and effect unless removal
                 of the invalid provision destroys the legitimate purpose of
                 this Agreement, in which event this Agreement shall be
                 cancelled.

        5.11     Entire Agreement. This Agreement represents the entire
                 agreement by and between the Parties except as otherwise
                 provided in this Agreement, and it may not be changed except by
                 written amendment duly executed by all Parties.


         Signed, Accepted And Agreed To the First date stated above.


         Consultant:

         _______________________________________
         Signed Name


         _____________________________________________
         Printed Name




         CommunicateNow.Com Inc., a Delaware Corporation

         By:      ______________________________________
                  President.








                           EXHIBIT "A" (Compensation)


                  150,000 SHARES OF COMMON STOCK IN THE COMPANY
                             CommunicateNow.com Inc.