Exhibit 10.14


    Exhibit
      10.14

     

    CINGULAR
      WIRELESS LLC

    


    EQUIPMENT
      AND PREPAID PURCHASE AGREEMENT

    


    THIS
      AGREEMENT IS ENTERED INTO BY the purchaser executing this Agreement below
      ("PURCHASER"), and CINGULAR WIRELESS LLC ("CINGULAR").

    


    WHEREAS,
      PURCHASER contemplates repetitive purchases of equipment, accessories, and
      prepaid service, personal identification numbers ("PINS"), or cards ("Cards")
      (collectively, "Equipment") from CINGULAR; and

    


    WHEREAS,
      PURCHASER and CINGULAR agree that the terms and conditions controlling such
      repetitive purchases shall be consistent, uniform, and agreed to by both
      parties;

    


    NOW,
      THEREFORE, in consideration of the mutual promises, covenants, and conditions
      herein contained, PURCHASER and CINGULAR agree as follows:

    


    1.
      Term
      and Termination.
      This
      Agreement shall be effective as of the date executed by CINGULAR, and shall
      continue until terminated by either party as follows. This Agreement may be
      terminated by either PURCHASER or CINGULAR, at any time, upon thirty (30) days
      advance written notice to the other party. Termination of the Agreement shall
      not affect the obligations or rights of either party regarding orders
      outstanding on the date of termination. Upon termination, PURCHASER shall return
      all INFORMATION under Paragraph 9 hereof and cease all use of CINGULAR
      trademarks or service marks.

    


    2.
      Orders.
      PURCHASER agrees to order Equipment as needed from CINGULAR in such amounts
      that
      PURCHASER can adequately fill requests from its customers. Orders shall be
      sent
      to the ordering address set forth below. Orders placed by PURCHASER may be
      canceled only at the discretion of CINGULAR, unless such cancellation occurs
      prior to shipment of the order by CINGULAR. Title to material purchased by
      PURCHASER hereunder shall vest in PURCHASER and risk of loss pass to PURCHASER
      when the material has been shipped at the dock of CINGULAR.

    


    3.
      Invoicing
      and Payment.
      CINGULAR shall render an invoice and submit the same to PURCHASER at its billing
      address set forth below. Due dates for the payment of the invoice shall be
      computed from the date of the invoice.

    Terms
      of
      payment shall be net thirty (30) days from the date of the invoice for Cards
      and
      PINS, and net sixty (60) days from the date of the invoice for all other
      Equipment (or such other period as is established from time to time) if a line
      of credit has been established by CINGULAR for PURCHASER. If no such line of
      credit has been established, payment must be C.O.D. in the form of a credit
      card, cash, or check. Net overdue amounts shall be subject to a late payment
      charge of up to 1.5% per month, provided that such charge shall not exceed
      the
      maximum amount permitted by law.

    


    If
      invoices are not timely paid and PURCHASER owes CINGULAR monies for any other
      reason, CINGULAR reserves the right to deduct the past due sums owed hereunder
      from such monies.

    


    PURCHASER
      may not offset credits due for returns or defective Equipment, or otherwise
      from
      invoice payments to CINGULAR. CINGULAR shall apply appropriate credits for
      properly returned Equipment to invoices for subsequent Equipment purchases
      made
      by PURCHASER. To receive credit for defective Equipment and other returns,
      PURCHASER must follow CINGULAR's procedures and guidelines for returns the
      current version of which is attached hereto as Exhibit B.

    


    4.
      Warranty.
      CINGULAR shall pass through to PURCHASER such warranties as are provided to
      CINGULAR by the manufacturer of the Equipment purchased by PURCHASER hereunder.
      THE MANUFACTURERS' WARRANTIES PASSED ON TO PURCHASER HEREUNDER SHALL BE THE
      EXCLUSIVE WARRANTIES PROVIDED TO PURCHASER HEREUNDER. NO OTHER WARRANTY, EXPRESS
      OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS MADE.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
       

    

    5.
      Limitation
      of Liability.
      PURCHASER'S SOLE AND EXCLUSIVE REMEDY RELATING TO PURCHASES UNDER THIS AGREEMENT
      SHALL BE THE REMEDY AFFORDED BY THE MANUFACTURER OF THE EQUIPMENT TO PURCHASER
      AND/OR PURCHASER'S CUSTOMERS. IN NO EVENT SHALL CINGULAR BE LIABLE UNDER THIS
      AGREEMENT, INCLUDING THE RETAILER PROGRAM, FOR LOST PROFITS OR REVENUES, OR
      OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

    


    6.
      Service
      Terms.
      Terms
      of wireless radio service are as set forth on customer service agreement
      included with prepaid cards.

    


    7.
      Force
      Majeure.
      CINGULAR shall not be responsible for failure to provide Equipment due to causes
      beyond its control, including, but not limited to, work stoppages, manufacturer
      shortages, fires, civil disobedience, riots, rebellions, acts of God and similar
      occurrences. Equipment shall be provided as soon as possible after the cessation
      of such causes.

    


    8.
      Notice.
      Notice
      or other advice required to be given hereunder shall be deemed given when
      deposited, postage prepaid, in the United States Mail, or sent via a nationally
      recognized overnight courier (such as Fed Ex) to the parties' respective notice
      addresses set forth below. If either party changes its address during the term
      hereof, it shall so advise the other party in writing and all notices and advice
      thereafter required to be given shall be sent to such new address.

    


    9.
      Use
      of
      Information.
      Any
      information, including but not limited to data, business information, technical
      information, computer programs and documentation, programs, files,
      specifications, drawings, sketches, models, samples, tools or other data, oral,
      written or otherwise, (hereinafter called "INFORMATION"), furnished or disclosed
      to PURCHASER hereunder or in contemplation hereof (including any relating to
      the
      Retailer Program), shall remain CINGULAR's property. All copies of such
      INFORMATION in written, graphic or other tangible form shall be returned to
      CINGULAR immediately upon CINGULAR's request. Unless such INFORMATION was
      previously known to PURCHASER free of any obligation to keep it confidential,
      or
      has been or is subsequently made public by CINGULAR or a third party, it shall
      be kept confidential by PURCHASER, shall be used only in performing under this
      Agreement and may not be used for other purposes except upon such terms as
      may
      be agreed upon between PURCHASER and CINGULAR in writing.

    


    10.
      Assignment.
      Any
      assignment by PURCHASER of any interest hereunder without CINGULAR's prior
      written consent, except an assignment solely of monies due or to become due
      shall be void. It is agreed that CINGULAR, upon five (5) days prior written
      notice to PURCHASER, may assign all its rights, duties and obligations under
      this Agreement to an affiliate or affiliates of CINGULAR, or to a partnership
      or
      partnerships to which CINGULAR or its affiliate has an interest, or to any
      entity into which CINGULAR may be merged or consolidated.

    


    11.
      No
      Tortious Interference with Business or Contractual Relationship.
      Should
      PURCHASER resell equipment to third parties for further resale to end users,
      PURCHASER shall accrue no rights under this agreement to continue making sales
      to such third parties. CINGULAR may at anytime sell Equipment directly to such
      third parties, and may begin to sell such Equipment in quantities substantially
      smaller than sold to PURCHASER. PURCHASER agrees that any such sale or sales
      shall not constitute a tortious interference with any business or contractual
      relationship that may exist between PURCHASER and such third party even if
      PURCHASER has advised CINGULAR of such relationship.

    


    12.
      No
      Resale for Post Paid Activation.
      PURCHASER acknowledges and agrees that CINGULAR may sell Equipment to PURCHASER
      at less than the cost of such equipment. PURCHASER acknowledges and agrees
      that
      such Equipment is sold to PURCHASER solely for activation on CINGULAR prepaid
      wireless service plans. PURCHASER
      agrees that PURCHASER shall not resell any Equipment without the reasonable
      expectation that such Equipment shall be activated on CINGULAR prepaid service.
      Similarly, PURCHASER agrees that it shall not resell any Equipment that it
      knows, or with reasonable diligence should know, will be activated on CINGULAR's
      post paid service plans. In the event that PURCHASER (1) resells Equipment
      without a reasonable expectation that it will be activated on CINGULAR's prepaid
      cellular service, or which it knows, or with reasonable diligence should know,
      will be activated on CINGULAR's post paid service or (2) fails to activate
      Equipment on CINGULAR's prepaid cellular service within 90 days of purchase,
      PURCHASER agrees to pay to CINGULAR the difference between the price charged
      by
      CINGULAR for such Equipment and the price CINGULAR's would have charged for
      such
      equipment had it been purchased for post paid service, including the costs
      of
      handling and shipping such Equipment, and the full face value of any cards
      bundled with the Equipment.

     

    
      
        
        

      

      
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    13.
      Entire
      Agreement.
      This
      Agreement constitutes the entire Agreement between PURCHASER and CINGULAR with
      respect to the subject matter hereof and, except as set forth in Paragraph
      1
      above, shall not be amended or modified without specific written provision
      to
      that effect, signed by both parties. No oral statement of any person shall,
      in
      any manner modify or otherwise affect the terms and provisions of this
      Agreement. In the event of any conflict between the terms in the body of this
      Agreement and those in Schedule A hereto (as the same may be amended from time
      to time), the terms of Schedule A shall control and prevail. In the event of
      any
      conflict between the terms of this Agreement and those of any purchase order
      of
      PURCHASER, the terms of this Agreement shall control and prevail.

    CINGULAR
      gives notice of its objection to any additional or different conditions in
      PURCHASER's purchase orders.

    


    14.
      Miscellaneous.
      The
      construction, interpretation, and performance of this Agreement shall be
      governed by the laws of the State of Georgia. In the event that anyone or more
      of the provisions contained herein shall for any reason be held to be
      unenforceable in any respect under the laws of the jurisdiction governing the
      entire Agreement, such unenforceability shall then be construed as if such
      unenforceable provision or provisions had never been contained herein. The
      headings in this Agreement are for convenience only and shall not be construed
      to define or limit any of the terms herein.

    


    15.
      Commission
      for New Subscribers.
      CINGULAR shall from time to time advise PURCHASER of the commission then being
      paid for new prepaid SUBSCRIBER Activations initiated by PURCHASER (the
      "Commission"). The Commission, if any will be paid within thirty (30) days
      of
      the end of the calendar month in which the Activation occurs.

    The
      current amount of the Commission is set forth on Exhibit A, which Exhibit may
      be
      amended at any time and from time to time by CINGULAR upon thirty (30) days
      prior written notice.

    


    IN
      WITNESS WHEREOF, PURCHASER and CINGULAR have caused this Agreement to be
      executed in duplicate by their duly authorized representatives as of the day
      and
      year first stated above.

    


    


    PURCHASER:

    


    BBI
      Ent. Dba Cyber Cynergy

    


    (NAME
      OF
      COMPANY)

    


    By:
      /s/ Brian D. Riley

    


    Name:
      Brian D. Riley

    


    Title:
      COO

    


    Date:
      7-25-03

    


    Notice
      and billing address:

    


    BBI
      Ent.
      Dba Cyber Cynergy 

    140J
      Airport Road 

    Arden,
      NC
      28704

    


    


    CINGULAR:

    


    CINGULAR
      WIRELESS LLC

    


    By:
      /s/ Mark Kupa

    


    Name:
      Mark Kupa

    


    Title:
      Director of Finance

    


    Date:
      7-3-03

    


    Notice
      address:

    


    CINGULAR
      WIRELESS LLC 

    5565
      Glenridge Connector 

    Atlanta,
      GA 30342 

    Attention:
      Legal Department

    
 

    
      
        
        

      

      
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    Ordering
      address:                                                    
Ship-to
      address:

                                                                                        
      140J Airport Road 

                                                                                         Arden,
      NC 28704

    


    EXHIBIT
      A 

    


    PREPAY
      COMMISSION

    


        The
      current
      Commission is $35.00 per new prepaid Subscriber activation initiated by
      PURCHASER. The Commission shall not be earned until the Subscriber has added
      prepaid dollars to his account. If notwithstanding the foregoing, CARRIER pays
      PURCHASER a Commission before a Subscriber has added prepaid dollars to his
      account, and the PURCHASER fails to add prepaid dollars to his account within
      ninety (90) days of the initial activation, CARRIER agrees to repay such
      commission to CARRIER. CARRIER may deduct such amount from any other amount
      due
      from CARRIER to PURCHASER.

    


    
      
        
        

      

      
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    EXHIBIT
      B

    


    CINGULAR
      WIRELESS LLC RETURN POLICY

    


    Handset
      Returns will be categorized as follows:

    


    Buyer's
      Remorse:

    
      	§  	
              CINGULAR
                will allow the Retailer to return Equipment to CINGULAR that was
                originally sold to retailer by CINGULAR within 60 Days of shipment
                to the
                Retailer from CINGULAR. A 5% restocking fee will apply on these returns,
                except that the restocking fee will be waived for each handset that
                was
                deactivated within 15 day s of its activation
                date.

            


    

    
      	§  	
              CINGULAR
                will not accept the return of SIM cards that have been activated.
                Non-activated SIM cards may be returned for credit within 60 days
                of
                purchase from CINGULAR. A 5% restocking fee will apply on these
                returns.

            


    

    
      	§  	
              CINGULAR
                will not credit the Retailer for Equipment returned as Buyers Remorse
                if
                the Equipment is identified by CINGULAR as abused (water damage,
                excessive
                wear & tear, etc.,).

            


    

    


    Defective
      on Arrival:

    
      	§  	
              CINGULAR
                will allow the Retailer to return Defective on Arrival Equipment
                that was
                originally sold by CINGULAR to the retailer with no restocking fee,
                provided it is returned to CINGULAR within 30 days after shipment
                to the
                Retailer. Defective on Arrival is defined as a non-functioning handset/81M
                Card out of the box.

            


    

    
      	§  	
              Equipment
                returned as Defective on Arrival is subject to inspection and diagnostic
                testing by CINGULAR as a condition to refund and waiver of restocking
                fee.
                If the Equipment is determined not to be Defective on Arrival, the
                Retailer will be charged a 5% restocking fee, and if the Equipment
                is
                identified by CINGULAR as abused (water damage, excessive wear & tear,
                etc.), no refund will be given.

            


    

    


    Repairs:

    
      	§  	
              Customers
                in need of handset repair on handsets originally sold to retailer
                by
                CINGULAR should be referred by the Retailer to a CINGULAR store.
                The
                CINGULAR store will provide an exchange handset or make other appropriate
                accommodations if the original handset is under warranty. Handsets
                not
                under warranty will be sent out for repair and the customer notified
                when
                the handset is returned.

            


    

    


    
      	§  	
              Handset
                repair for handsets purchased from sources outside of CINGULAR are
                the
                responsibility of the retailer.

            


    

    


    Upgrades:

    
      	§  	
              Customers
                requesting to upgrade their handset should be referred by the Retailer
                to
                a CINGULAR store.

            


    

    


    Costs
      and
      credits associated with returns are based on the following
      guidelines:

    


    
      
        
        

      

      
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      	1.  	
              The
                Retailer is responsible for all shipping charges associated with
                all
                returns.

            


    

    
      	2.  	
              Returned
                kits must be complete (including all items as purchased from CINGULAR)
                in
                order to qualify for maximum credit. If returned complete, the credit
                amount will be equal to the current PDC cost of that kit SKU less
                any
                applicable restocking charges. If the returned kit is no longer stocked,
                the most recent cost associated with that kit SKU will apply
                .

            


    

    
      	3.  	
              Incomplete
                handset kits (including the handset but missing any other Equipment)
                will
                be credited at 20% of the current cost of the complete
                kit.

            


    

    


    Return
      Authorization Procedure:Retailers with a line of credit must complete CINGULAR's
      Return Authorization form and fax it to the ISG in Charlotte, N.C.

    
      	·  	
              Retailer
                must provide CINGULAR with all serial numbers for the IMEI/ SIM Card(s)
                being returned.

            


    

    
      	·  	
              CINGULAR
                will verify that the handset / SIM Card was shipped to the retailer
                within
                the past 90 days and establish a projected credit total for the return,
                subject to adjustment following the diagnostic testing of the Equipment
                described above.

            


    

    
      	·  	
              CINGULAR
                will provide Retailer with a RA# and fax to the Retailer for
                shipment.

            


    

    
      	·  	
              Retailer
                must enclose a copy of the RA form and print the RA# on the outside
                of the
                package.

            


    

    
      	·  	
              Packages
                received without a copy of the RA form and the RA# on the outside
                of the
                package, or received more than four weeks after the issuance of the
                RA#
                will be returned to Retailer at Retailer's
                expense.

            


    

    
      	·  	
              The
                final approved credit total will be issued to Retailer' s CINGULAR
                account.

            


    

    


    
      
        
        

      

      
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    VOLUME
      INCENTIVE BONUS

    ADDENDUM
      TO

    AUTHORIZED
      AGENCY AGREEMENT

    BETWEEN

    Cingular
      Wireless

    d/b/a
      CINGULAR WIRELESS ("CINGULAR")

    AND

    BBI
      Ent. Dba Cyber Cynergy
      ("AGENT")

    


    WHEREAS,
      the parties entered into an Agreement effective ___9-1_____,_03__
      ("Agreement ");

    


    WHEREAS,
      the parties wish to revise the compensation to provide for a volume
      incentive;

    


    NOW
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      it
      is agreed as follows:

    


    1.
      In
      addition to all other compensation payable under the Agreement, for the term
      of
      this Addendum, CINGULAR shall pay AGENT a Volume Incentive Bonus ("VIB") as
      follows:

    


    The
      VIB
      shall be as specified below for each Gross Subscriber who is Activated by AGENT
      and continuously subscribes to CINGULAR's WCS in the Area during a 150
      consecutive day period (the Vesting Period"). CINGULAR will pay AGENT the VIB
      owing AGENT within 30 working days from the end of the commission cycle in
      which
      the Gross Subscriber Activations occur. CINGULAR will not pay AGENT any VIB
      for
      Gross Subscribers Activated under no-commitment post-paid rate plans (also
      known
      as "month-to-month plans"), or revised, or special plans introduced from time
      to
      time which pay different compensation, unless otherwise explicitly agreed in
      writing by the parties;

    Gross
      Subscribers activated under such plans shall not count toward meeting the
      Monthly Volume Quota. The VIB shall be the VIB per Gross Subscriber
      corresponding, in the Monthly Volume Bonus Table, to the Tier Level achieved
      by
      AGENT for such month.

    The
      Monthly Volume Quota for commission cycles not corresponding to calendar months
      shall be the Monthly Volume Quota for the month in which the commission cycle
      ends. In the event a Subscriber fails to satisfy the Vesting Period, the VIB
      shall be charged-back in the same fashion as the Activation
      Commission.

    


    Monthly         
      Tier
      One             
      Tier
      Two             
      Tier
      Three           
      Tier
      Four             
      Tier
      Five

    


    Jan
      -
      Dec          
 0-9                 
 10-19                     
      20-29                  
30-49                
 50-100

    


    Monthly
      Volume Bonus Table

    


    Tier
      Level      
      Volume
      Bonus Per Post Paid Gross Subscriber

    


    



    
      
        
        

      

      
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    Tier
      One  $0.00 

    


    Tier
      Two  $30.00

    


    Tier
      Three  $45.00

    


    Tier
      Four
  $60.00

    


    Tier
      Five  $75.00   

    


    2.
      AGENT
      will be paid, retroactively to the first gross activation for the month, one
      bonus for each gross activation at the highest tier level earned by
      AGENT.

    


    3.
      CINGULAR may terminate this addendum at any time upon thirty (30) days prior
      written notice.

    


    4.
      Except
      as modified herein, all terms and conditions of the Agreement and all Exhibits
      and Addenda thereto shall remain the same and in full fore e and
      effect.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed, sealed and delivered this
      Addendum in two counterparts.

    


    BBI
      Ent. Dba Cyber Cynergy 

    AGENT

    


    By:
      /s/
      Brian D. Riley

    


    Title:
      COO

    


    Date:
      7-25-03

    


    Cingular
      Wireless

    d/b/a
      Cingular Wireless LLC

    


    By:
      /s/
      Mark Kupa

    


    Title:
      Director of Finance

    


    Date:
      7-31-03

     

    
 

    
      
        
        

      

      
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    March
      2003

    


    TELEMARKETING
      ADDENDUM TO

    EXCLUSIVE
      AUTHORIZ ED AGENCY AGREEMENT

    BETWEEN

    


    CINGULAR
      WIRELESS,

    d/b/a
      CINGULAR WIRELESS

    AND

    


    BBI
      Ent. Dba Cyber Cynergy

    


    WHEREAS,
      the parties entered into an Exclusive Authorized Agency Agreement effective
      September
      1, 2003 for
      the
SC,NC
      Area
      (the
      "Agreement"); and

    


    WHEREAS,
      the Agreement prohibits AGENT from making sales via Telemarketing;
      and

    


    WHEREAS,
      CINGULAR wishes to authorize AGENT to engage in Telemarketing under certain
      circumstances:

    


    1.
      CINGULAR hereby grants AGENT limited authority to conduct outbound telemarketing
      activities subject to the conditions below:

    


    A.
      Internal Do Not Call Request Process

    


    
      	a)  	
              AGENT
                shall record all requests not to be called made by prospects contacted
                by
                AGENT ("Internal Do Not Call
                Requests”).

            


    

    
      	b)  	
              AGENT
                shall record Internal Do Not Call Requests in a format as prescribed
                by
                CINGULAR from time to time (the" Internal Do Not Call Request
                File").

            


    

    
      	c)  	
              AGENT
                shall transmit the Internal Do Not Call Request File to CINGULAR
                in
                accordance with Exhibit A attached hereto which may be amended by
                CINGULAR
                from time to time in its sole discretion. AGENT shall only include
                names
                added to the Internal Do Not Call Request File since the last
                transmission.

            


    

    
      	d)  	
              AGENT
                shall receive the collated Internal Do Not Call Request List from
                CINGULAR
                (the "Internal Do Not Call List") in accordance with Exhibit A, and
                shall
                combine the Internal Do Not Call List with the current Do Not Call
                lists
                obtained from the various state governments, the Federal Government
                and
                the Direct Marketing Association.

            


    

    


    B.
      Compliance with Do Not Call Request Requirements

    


    AGENT
      represents and warrants that it is familiar with all Federal and State laws
      governing telemarketing and that AGENT shall comply with all such laws and
      whether or not included as a part of any such law, AGENT agrees to the
      following:

    
      	a)  	
              AGENT
                agrees that it shall not contact anyone, or any number included on
                any
                state, Federal or Direct Marketing Association Do Not Call list or
                on the
                Internal

            


    

    


    
      
        
        

      

      
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    March
      2003

    


    Do
      Not
      Call List as collated by CINGULAR.

    
      	b)  	
              AGENT
                shall properly identify itself, its telemarketing representatives,
                and the
                company on whose behalf it is calling, state the purpose of the call
                at
                the outset of the call. Within 30 seconds after beginning conversation
                AGENT shall inquire whether the person being solicited is interested
                in
                listening to a sales presentation and immediately discontinue the
                solicitation if the person being solicited gives a negative
                response.

            


    

    
      	c)  	
              AGENT
                shall not call outside the hours permitted under the various state
                and
                Federal laws for making telemarketing
                calls.

            


    

    
      	d)  	
              AGENT
                shall not use any artificial or prerecorded voice when calling a
                prospective subscriber.

            


    

    
      	e)  	
              AGENT
                shall not place any calls to wireless or paging telephone
                numbers.

            


    

    
      	f)  	
              AGENT
                shall not send unsolicited faxes to any facsimile
                machine.

            


    

    
      	g)  	
              AGENT
                shall register in all states requiring registration to which AGENT
                intends
                to place calls.

            


    

    
      	h)  	
              AGENT
                shall not place calls to any guest room, or to any patient
                room.

            


    

    
      	i)  	
              AGENT
                shall not misrepresent the price or features of CINGULAR service,
                or of
                any equipment being sold by AGENT for use with such
                service.

            


    

    
      	j)  	
              AGENT
                must hang up when requested to do so by any
                prospect.

            


    

    
      	k)  	
              If
                requested, or if a sale is made, AGENT shall provide the prospect
                with
                AGENT's street address.

            


    

    
      	l)  	
              AGENT
                shall confirm that the called party is over the age of eighteen
                years.

            


    

    
      	m)  	
              AGENT
                shall not make repeated calls to any prospect, or allow the prospects
                phone to ring more than ten times.

            


    

    
      	n)  	
              AGENT
                shall not use any threatening, intimidating or abusive
                language.

            


    

    


    
      	C.	
              AGENT
                shall only contact prospects [include
                any limitations of list providers that AGENT can
                use].

            


    

    
      	D.	
              AGENT
                shall be required to secure the Subscribers signature on CINGULAR's
                contract.

            


    

    
      	E.	
              AGENT
                shall provide facilities necessary and shall secure the consent of
                its
                telemarketing representatives and of the called party, to the extent
                required by law, so as to enable CINGULAR to remotely and randomly
                observe
                telemarketing calls.

            


    

    
      	F.	
              AGENT
                shall provide CINGULAR with copies of all proposed telemarketing
                scripts.

            


    

    
      	 	
              AGENT
                shall not use any telemarketing script that has not been approved
                in
                writing by CINGULAR. CINGULAR's failure to respond to a request for
                approval of a telemarketing script shall be deemed to be a rejection
                of such script.

            


    

    
      	G.	
              AGENT
                shall provide CINGULAR all outbound telephone numbers and call back
                numbers used in its activities. AGENT shall not employ any blocking
                of
                caller identification or of its outbound telephone number when making
                outbound telemarketing calls.

            


    

    
      	H.	
              AGENT
                shall properly train all of its representative to assure compliance
                with
                the law and so as to maintain the goodwill of
                CINGULAR.

            


    

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    March
      2003 

     

    
      	I.	
              AGENT
                shall provide a list of any subcontractors used by AGENT in conducting
                its
                activities hereunder. References to AGENT herein shall be deemed
                to
                include any subcontractors used by AGENT in conducting telemarketing
                activities.

            


    

    
      	J.	
              AGENT
                shall develop a complaint response procedure and shall document such
                process and shall respond to complaints within seventy -two
                hours.

            


    

    
      	K.	
              AGENT
                shall maintain records showing all prospects contacted by AGENT,
                the
                names, last known addresses, and telephone numbers of all telephone
                solicitors, copies of all scripts, outlines or presentation materials
                used
                in making telemarketing calls, and copies of all training materials
                utilized by AGENT in training its
                solicitors.

            


    

    


    2.
      CINGULAR may terminate this addendum for any reason including convenience at
      any
      time upon ninety (90) days notice. In the event that CINGULAR receives an
      excessive number of complaints as CINGULAR may determine in its sole discretion,
      this Addendum may be terminate on fifteen (15) day s notice.

    


    This
      Addendum is effective September
      1, 2003.

    


    Except
      as
      modified herein, all terms and conditions of the Agreement and all Exhibits
      and
      any Amendments or Addenda thereto shall remain the same and in full force and
      effect.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed, sealed and delivered this
      First Amendment in two counterparts.

    


    BBI
      Ent. Dba Cyber Cynergy 

    (Agent)

    


    Sign:
      /s/ Brian D. Riley

    


    By:
      Brian
      D. Riley

    


    Title:
      COO

    


    Date:
      7-25-03

    


    


    CINGULAR
      WIRELESS LLC

    


    Sign:
      /s/ Mark Kupa

    


    By:
      Mark
      Kupa

    


    Title:
      Director of Finance

    


    Date:
      7-3-03

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    Dear
      Mr.
      Agent:

    


    As
      you
      are aware, the purpose and intent of your contract with Cingular was for you
      to
      operate a physical location at which prospective Cingular subscribers might
      purchase our services. A few agents have, from time to time, made out bound
      calls to attract prospective subscribers.

    


    Recently
      the regulations governing telemarketing have been strengthened both at the
      state
      and Federal levels. For example, Federal law prohibits using automated dialing
      equipment to call wireless subscribers. With the advent of local number
      portability it may no longer be possible to screen prospect lists for wireless
      telephone numbers. Accordingly, it might be possible to make a prohibited call
      in a seemingly innocent manner.

    


    As
      another example, Federal law requires those making telemarketing calls to
      maintain an internal list of prospects who have requested not to receive
      additional calls. It would be difficult or impossible to maintain such a list
      if
      many agents were separately and without coordination calling
      prospects.

    


    Penalties
      for violation of the telemarketing rules can be as much as $10,000 per
      violation.

    Pursuant
      to our agreement, if Cingular Wireless becomes liable for your actions, you
      owe
      Cingular an obligation to indemnify it. Because telemarketing regulation has
      become so complex, Cingular has determined that it is not in either Cingular
      or
      its agent's interest for the agent base to make uncoordinated outbound
      solicitation calls.

    


    Accordingly,
      it is Cingular's decision that, effective immediately, you refrain from
      telemarketing to prospective subscribers and focus your efforts on maximizing
      sales from retail traffic at your store.

    


    We
      believe that it is still possible to contact our existing subscribers and those
      who have recently cancelled their service to be sure they are informed of
      promotions and new services that might be of interest. You may continue to
      contact existing and recently terminated subscribers activated by you on
      Cingular's service.

    


    Even
      existing and recently terminated subscribers, though, have the right to ask
      Cingular and its agents not to contact them. Cingular maintains a list of its
      subscribers who have asked not to be contacted. If you plan to call existing
      and
      recently terminated subscribers, you must participate in the Cingular internal
      do not call process. As a participant, you will receive a periodic updated
      list
      of Cingular subscribers who have asked not to be called. You in turn will submit
      to Cingular the names of subscribers who you have contact who ask not to be
      called again. If you elect to participate in calling existing and recently
      terminated subscribers, you will need to execute a telemarketing addendum to
      your contract confirming your participation in the internal do not call process
      and your commitment to stay informed of and abide by the laws governing
      telemarketing.

    


    Your
      cooperation in this matter is appreciated.

    


    Very
      truly yours,

    


    Cingular
      Wireless

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    CINGULAR
      -WIRELESS

    


    What
      do you have to say?

    


    UNDERTAKING
      OF CONFIDENTIALITY

    


    The
      undersigned would like to discuss with Cingular Wireless the opportunity to
      be a
      distributor of Cingular Wireless products and services.

    In
      connection with such discussions, we agree that any marketing information or
      materials provided to us by Cingular Wireless are and will remain the property
      of Cingular Wireless, will be used solely for the purpose of evaluating whether
      to wish to participate and distribute. We understand that Cingular Wireless
      consider such information and materials proprietary and confidential and would
      not wish to disclose them to us if we were prohibited from becoming a Cingular
      Wireless distributor by virtue of an existing exclusivity agreement with another
      service provider. Accordingly, we represent to Cingular Wireless that we are
      not
      bound by any such agreement that would prohibit us from distributing Cingular
      Wireless personal communications products or services.

    


    


    Date:
      __7-25-03______________________________________________________________


    


    Name
      of
      Company: _BBI Ent. dba Cyber
      Cynergy_____________________________________

    


    By:
      __Brian D.
      Riley__________________________________________________________

    


    Person
      Signing Agreement: __Brian D.
      Riley________________________________

    


    Phone
      Number: _828-684-5238___________________ Fax:
      _____828-5453________________

    


    Address:
      ___140 S. Airport
      Road_________________________________________________

    


    City:
      ___Arden__________________ State: ____NC_________ Zip:
      ____28704____________  

    


    By:
      _______Caren
      Rothrock____________________________________________________

    


    Cingular
      Wireless Representative: ____Caren
      Rothrock_____________________

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ADDENDUM

    TO

    EXCLUSIVE
      AUTHORIZED AGENT AGREEMENT

    BETWEEN

    CINGULAR
      WIRELESS LLC ("CARRIER")

    AND
      BBI
      ENT. DBA CYBER CYNERGY

    


    


        WHEREAS,
      the
      parties entered into an Exclusive Authorized Agent Agreement effective January
      1, 2003 for the Area; and

    


        WHEREAS,
      the
      parties desire to amend certain terms of the Agreement:

    


        NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      IT
      IS AGREED AS FOLLOWS:

    


    ADDITIONS
      TO THE AGREEMENT

    


    1.
      Post
      Pay Co-Op Funds

    


    CARRIER
      will establish a CO-OP Budget for AGENT based on $15.00 per commissionable
      post
      pay adds from the previous quarter. AGENT will submit advertising in advance
      for
      approval. CARRIER will pay AGENTT 100% of the cost of the pre-approved
      advertising based on dollars remaining in AGENT's budget. Specific Co-Op
      Guidelines will be provided by CARRIER to AGENT.

    


    


    This
      Addendum is effective January 1,2003

    


    AGENT'S
      compensation under this Agreement shall be the amounts stated in the Agreement,
      its Exhibits and Attachments, as such amounts may be adjusted from time to
      time
      pursuant to the terms of the Agreement. In the event of a conflict between
      the
      Agreement or its Attachments and this Addendum, this Addendum shall
      control.

    


    Except
      as
      modified herein, all terms and conditions of the Agreement and all Exhibits
      and
      Addenda thereto shall remain the same and in full force and effect.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed, sealed and delivered this
      Addendum in two counterparts.

    


    CINGULAR
      WIRELESS LLC   CYBER
      CYNERGY

    


    By:
      ____________  
  By:
      ____________

    


    Title:
      _ARSM -
      Indirect                                   
Title:
      _________

    


    


    Date:
      __Jan 29,
      2003_                    
                 Date:
      __________

    


    


    
      
        
        

      

      
        14