EXHIBIT 10.13.1

                         TELEBLOCK(R) SERVICE AGREEMENT

THIS TELEBLOCK(R) SERVICE AGREEMENT ("Agreement") is made and entered into by
and between Telephone Blocking Services Corp., a New York Corporation ("TBSC"),
and the entity or entities identified on Appendix A, annexed hereto
("Customer"), (TBSC and Customer each a "Party" and collectively the "Parties"),
is effective as of December 30, 2004 ("Effective Date.")

I. INTRODUCTION.

      A. Customer desires to offer the TeleBlock(R) Service to its clients that
      engage in telephonic solicitation ("Clients").

      B. TBSC desires to make the TeleBlock(R) Service available to Customer for
      use by Customer's Clients.

      C. In consideration of the foregoing and the obligations described
      hereunder, the parties agree as follows:

II. SCOPE OF SERVICES.

      A. TELEBLOCK(R) SERVICE. Subject to the terms hereof, TBSC agrees to make
      the TeleBlock(R) Service available to Customer for use by Customer's
      Clients. The TeleBlock(R) Service is described generally in the
      TeleBlock(R) Service Description attached hereto as Appendix B (the
      "Service Description") and is more fully described in the User Guide (see
      Section II.D, below).

      B. LICENSE. Subject to the terms hereof, TBSC grants to Customer the
      following limited, personal, non-exclusive, non-transferable (except as
      specifically set forth herein) licenses with respect to the TeleBlock(R)
      Service: (i) to resell and market the TeleBlock(R) Service to its Clients
      within the United States and (ii) to use the trademarks (as specified in
      Section X, below) which relate to the TeleBlock(R) Service solely in
      connection with Customer's marketing activities under this Agreement.

      C. TECHNICAL SUPPORT. All information relating to the technical support
      that TBSC shall provide with respect to the TeleBlock(R) Service and the
      procedures that Customer shall follow in order to obtain such technical
      support, including, without limitation, procedures for initiating a
      trouble ticket and means of contacting TBSC or its Affiliates technical
      personnel are set forth in the User Guide. In the event of an outage or
      failure of TeleBlock(R) Service, Customer and TBSC shall follow the
      procedures and protocols outlined in the User Guide.

      D. USER GUIDE. TBSC shall establish a User Guide which among other
      information will set forth the procedures necessary for proper use of the
      TeleBlock(R) Service. Customer and TBSC agree to follow the User Guide.
      TBSC reserves the right to make any change to the User Guide provided that
      such change does not materially change the terms and conditions of this
      Agreement. In the event TBSC materially changes the User Guide, TBSC shall
      provide Customer with advance written notice of the changes no less than
      thirty (30) days prior to the effective date of the changes. If there
      exists any conflict between the User Guide and any term of this Agreement,
      this Agreement shall control.

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III. INITIATING THE TELEBLOCK(R) SERVICE.

      A. ESTABLISH VPN. Customer shall, at its sole expense, establish VPN
      connectivity via a TBSC authorized VPN provider to establish connectivity
      to the TeleBlock(R) Service. The query to be performed must conform to the
      client side specifications defined in the User Guide. Customer understands
      and agrees that in order for TBSC to provide the TeleBlock(R) Service as
      contemplated herein, Customer is solely responsible for establishing and
      maintaining connectivity with this VPN connection.

      B. SERVICE ORDERS. Each time Customer desires to activate the TeleBlock(R)
      Service, add/delete ANI information, trunk groups, or client ID, or
      otherwise modify or update the TeleBlock(R)Service on behalf of a Client,
      Customer shall provide to TBSC the order form specified in the User Guide,
      which shall be completed and signed by each such Client. Customer
      understands that any order for the TeleBlock(R) Service will be subject to
      TBSC's acceptance of such order, which shall not be unreasonably withheld.

      C. AVAILABILITY. Subject to the terms and conditions herein, TBSC shall
      use its commercially reasonable effort to begin providing the TeleBlock(R)
      Service to a Client within five (5) business days of TBSC's receipt of
      Customer's submission of an order form on behalf of such Client.

IV. CUSTOMER OBLIGATIONS.

      A. EQUIPMENT. Customer shall provide and maintain certain equipment that
      is necessary for a Client to access the TeleBlock(R) Service.

      B. TESTING. Customer shall comply with all testing procedures related to
      the TeleBlock(R) Service as specified by TBSC.

      C. MARKETING. Customer shall familiarize its sales employees with the
      characteristics, price, performance, and availability of the TeleBlock(R)
      Service. Subject to the terms hereof (including without limitation Section
      X, herein): i) Customer shall use its commercially reasonable efforts to
      market the TeleBlock(R) Service to its Clients within the United States,
      and ii) Customer shall assist in maintaining the brand recognition of the
      TeleBlock(R) Service by using "TeleBlock(R)" as the service name and in
      service-related literature. Customer may make full use of any brochures,
      sales literature, and other materials related to the TeleBlock(R) Service
      that may be provided to Customer by TBSC.

      D. CLIENT PROBLEMS. After making a good faith effort to resolve Client
      problems with the TeleBlock(R) Service, Customer shall report all such
      problems with the TeleBlock(R) Service to TBSC and TBSC shall provide
      troubleshooting and response pursuant to Section II.C herein.

      E. EXCLUSIVITY. Customer shall not, during the term of this Agreement,
      contract with a direct competitor of TBSC to provide the services
      reflected herein or similar service. (A "direct competitor," for purposes
      of this Agreement, is a company offering Do Not Call blocking services or
      access to state and federal Do Not Call databases for list scrubbing
      purposes.)

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      F. BILLING AND COLLECTION. Customer shall be responsible for all billing
      and collection matters related to Customer's Clients use of the
      TeleBlock(R) Service. The compensation due to TBSC pursuant to this
      Agreement shall be payable by Customer regardless of any billing and
      collection issues that exist between Customer and its Clients.

V. BILLING AND PAYMENT

      A. TIME. TBSC shall invoice Customer monthly for any previously unbilled
      services. The billing period for any month (or portion thereof), including
      the billing cutoff period, shall be selected by TBSC. Payment to TBSC for
      invoices issued to Customer shall be due within fifteen (15) days of
      Customer's receipt thereof. Beginning the day after the due date of the
      invoice, interest shall be due and payable by Customer to TBSC at the rate
      of one and one-half percent (1.5%) per month or the highest allowed by
      law, whichever is less, on any portion of the invoice which has not been
      paid. Payments are applied to the oldest outstanding amounts first.

      B. BILLING. TBSC shall invoice Customer as described above for each of the
      charges set forth in this Agreement.

      C. PAYMENT. All payments made under this Agreement shall be made in U.S.
      dollars.

VI. DISPUTES

      A. PAYMENT. If there is any dispute associated with billing, Customer
      shall make payment in accordance with the billing invoice as submitted to
      Customer. Customer shall have the right to dispute any amount so invoiced
      and paid and must notify TBSC in writing of its dispute within one hundred
      twenty (120) calendar days of the receipt of such invoice or the dispute
      shall be waived. A notification of disputed charges plus any Customer
      documentation supporting Customer's claim shall be sent to TBSC at the
      address as set forth in this Agreement.

      B. ADJUSTMENTS. Any adjustments relating to a disputed amount shall be
      reflected on the invoice issued by TBSC for the billing period after
      resolution. If the dispute, in whole or in part, ultimately is resolved in
      favor of the Customer, TBSC shall return to Customer any amount by which
      Customer has overpaid, together with interest from the date overpayment
      was received by TBSC, calculated as described in Section V.A, above.

      C. INFORMAL RESOLUTION. The parties agree that they shall attempt to
      resolve any dispute regarding any right, obligation, duty or liability
      arising out of the provisions of this Agreement through informal
      discussions or negotiations prior to resorting to formal dispute
      resolution procedures contained in Section VI.D, below. If, at any time
      following the commencement of any such discussions or negotiations, either
      party determines such discussions or negotiations are not likely to result
      in a reasonable resolution of the dispute, it may send to the other party
      a signed and dated written statement of the issues or problems being
      discussed or negotiated ("Dispute Statement.") If the dispute has not been
      resolved within sixty (60) days after the date of the Dispute Statement,
      either party shall have the right to serve a written demand for
      arbitration upon the other and thereby commence binding arbitration in
      accordance with

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      the provisions set forth below. The mailing of the Dispute Statement and
      the passage of the sixty (60) days from the date of the mailing of such
      Dispute Statement shall be conditions precedent to the commencement of any
      arbitration proceedings hereunder.

      D. BINDING ARBITRATION.

            a.    Within five (5) working days of delivery of a demand, each
                  party shall designate an arbitrator. The two designated
                  arbitrators shall then select a third arbitrator to complete
                  the full arbitration panel within twenty (20) working days, or
                  as otherwise agreed.

            b.    The arbitration panel shall commence hearing within sixty (60)
                  days of the selection of the panel. The scope of document
                  production and the enforcement of document requests may be
                  ordered by the arbitrators to the extent economical and
                  reasonable. All discovery requests shall be subject to the
                  proprietary rights of the Parties, and the arbitrators shall
                  adopt procedures to protect such rights. Except where contrary
                  to the provisions set forth in this Agreement, the rules of
                  the American Arbitration Association ("AAA") shall be applied;
                  provided, however, that the arbitration need not be conducted
                  under the auspices of the AAA, in which event the fee schedule
                  of the AAA shall not apply.

            c.    If an action is commenced to seek a determination or enforce
                  any of the provisions of this Agreement with any court or
                  regulatory authority of competent jurisdiction, including
                  without limitation, an arbitration proceeding as contemplated
                  under this Subsection V.D, the prevailing Party shall, in
                  addition to its other remedies, be entitled to recover
                  reasonable attorney's fees, arbitration fees and court costs,
                  including such fees and costs on appeal, from the other Party.

            d.    Unless otherwise agreed in writing, the Parties shall continue
                  to provide service under this Agreement, and honor all
                  commitments under this Agreement during the course of dispute
                  resolution pursuant to this Section.

      E. TIME LIMITATIONS. The provisions of this Section VI shall survive the
      termination of this Agreement. The commencement of formal dispute
      resolution procedures (i.e., the delivery of the Dispute Statement), or
      any other action in law or equity arising out of this Agreement, may not
      occur more than two (2) years after the event giving rise to dispute has
      occurred.

VII. COMPENSATION.

      As compensation for the services to be provided by TBSC pursuant to this
      Agreement, Customer agrees to pay TBSC as set forth in Appendix C attached
      hereto.

VIII. TERM AND TERMINATION.

      The initial term of this Agreement shall begin on the Effective Date and
      shall continue in full force and effect for a period of two (2) years
      ("Initial Term"). At the expiration of the Initial Term this Agreement
      will extend for successive one (1) year terms ("Renewal Term"), unless
      either party, with or without cause, provides written notice to the other

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      party at least ninety (90) days prior to the start of any such Renewal
      Term indicating that it does not desire such Renewal Term to become
      effective. Provided, however, TBSC may terminate this Agreement at any
      time upon delivery of written termination notice at least ninety (90) days
      prior to TBSC's intended termination date, and Customer may terminate this
      Agreement in accordance with the provisions of Appendix C, Section D.

IX. PROTECTION OF PROPRIETARY RIGHTS.

      A. IDENTIFICATION OF PROPRIETARY INFORMATION. Each Party may make
      available or otherwise disclose to the other Party during the negotiation
      or performance of this Agreement certain business information, including
      information that is proprietary to itself or to a third party. Except as
      otherwise stated herein, all such information shall be considered the
      confidential and proprietary information of the Party disclosing such
      information ("Disclosing Party") if, when disclosed in writing, it is
      clearly marked as confidential and/or proprietary, and if, when disclosed
      orally, it is clearly identified at the time of disclosure as being
      confidential and/or proprietary ("Proprietary Information"). For the
      purposes of this Agreement, "Receiving Party" shall mean the Party and its
      Related Parties to whom Proprietary Information is disclosed under
      Subsection IX.C herein.

      B. EXCLUSIONS. Notwithstanding anything to the contrary in this Section
      IX, Proprietary Information shall not include information that the
      Receiving Party can demonstrate: (i) was known to the Receiving Party
      prior to disclosure by the Disclosing Party as evidenced by documentation
      that was in existence prior to any disclosure by the Disclosing Party to
      the Receiving Party and that is free from any obligation to keep it
      confidential; (ii) was independently developed by the Receiving Party
      without reference to or knowledge of the Disclosing Party's Proprietary
      Information as evidenced by documentation; (iii) is within the public
      domain through no action on the part of the Receiving Party as evidenced
      by documentation; (iv) was received from a third party who was under no
      obligation to keep such information confidential; or (v) was authorized in
      writing by the Disclosing Party for release prior to such release.

      C. PERMITTED USES. Neither Party shall use the Proprietary Information of
      the other Party, except as reasonably necessary for its performance, or
      enforcement of its rights, under this Agreement. Neither Party shall
      disclose the Proprietary Information of the other Party, except to its
      directors, officers, employees, agents, consultants and attorneys, and
      those of its subsidiary and parent entities who have a need to know such
      Proprietary Information for performance of this Agreement, as the case may
      be, and who have agreed to maintain the confidentiality of such
      Proprietary Information as provided herein ("Related Parties").

      D. RETURN OF PROPRIETARY INFORMATION. The Disclosing Party may request, at
      any time, that the Receiving Party return or destroy the tangible copies
      and erase from its computer systems ("Eliminate(d)") the Proprietary
      Information of the Disclosing Party, unless such Proprietary Information
      is critical for the Receiving Party to perform its obligations under this
      Agreement. Such request shall describe with reasonable particularity the
      Proprietary Information to be Eliminated. Within fifteen (15) days of
      receipt of such a request, the Receiving Party shall either Eliminate the
      Information described in the request, or, if required by law or regulation
      to retain copies of such Proprietary Information, notify the Disclosing
      Party of and comply with such

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      requirement. Notwithstanding the foregoing three (3) sentences, the
      Receiving Party (i) may retain a single copy of the Disclosing Party's
      Proprietary Information in the custody of its legal counsel, and (ii)
      shall not be required to return or destroy, but shall protect from
      unauthorized use or disclosure, those portions of the Disclosing Party's
      Proprietary Information commingled with archived records that would be
      difficult to extract.

      E. DISCOVERY. If a demand under legal or regulatory authority of competent
      jurisdiction or a requirement of law for the discovery or disclosure of
      Proprietary Information is made known to the Receiving Party, the
      Receiving Party shall give the Disclosing Party notice of the demand or
      requirement prior to disclosing the Proprietary Information and shall,
      upon the request and at the expense of the Disclosing Party, cooperate in
      any efforts by the Disclosing Party to seek reasonable arrangements to
      protect the confidential and proprietary nature of such Proprietary
      Information.

      F. DURATION OF OBLIGATIONS. The obligations described in this Section IX
      shall continue during the Term of this Agreement, and survive the
      termination of this Agreement for a period of three (3) years, except for
      that Proprietary Information marked "Sensitive Proprietary Information,"
      for which the obligations of this Section IX shall continue during the
      term of this Agreement and survive the termination of this Agreement in
      perpetuity.

      G. INJUNCTIVE RELIEF. Both Parties agree that a breach of any of the
      obligations set forth in this Section IX may irreparably damage and create
      undue hardships for the other Party. Therefore, the non-breaching Party
      shall be entitled to seek immediate court ordered injunctive relief to
      stop any apparent breach of this Section IX, such remedy being in addition
      to any other remedies available to such non-breaching Party.

      H. Customer acknowledges that pursuant to this Agreement the TeleBlock(R)
      Service is provided on a service-bureau basis and, therefore, except as
      expressly stated herein, no right, title or interest in or to the
      TeleBlock(R) Service or any related intellectual property is transferred
      or licensed. TBSC and its Affiliates retain all title, patent, copyright
      and other intellectual property right that they have to the TeleBlock(R)
      Service, and all associated databases, servers, protocols, specifications,
      templates, documents, rules, methodologies, software, programming, and
      devices that comprise the system developed by TBSC to perform the services
      described herein. Any software developed by TBSC or any of its Affiliates
      incidental to the performance of the TeleBlock(R) Service shall be owned
      exclusively by TBSC and/or such Affiliates, and may be used only by or for
      the benefit of TBSC and/or its Affiliates, except with TBSC's express
      written permission to the contrary. The parties agree to execute any and
      all necessary documentation to perfect the ownership rights of TBSC and/or
      its Affiliates in any such software.

      I. TBSC acknowledges that pursuant to this Agreement no right, title or
      interest in or to any of Customer's network, systems, devices and the
      like, or any related intellectual property, is transferred or licensed.
      Notwithstanding the foregoing, Customer agrees to make available to TBSC
      its systems, software, network, devices and the like to the extent
      necessary for TBSC to provide the TeleBlock(R) Service as contemplated by
      this Agreement.

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      J. Data generated or collected by TBSC and/or its Affiliates through
      operation of the TeleBlock(R) Service is referred to as the "Control
      Data", PROVIDED THAT Control Data shall not include any information deemed
      "Customer Information" as such term is hereinafter defined. As between the
      parties hereto, all Control Data shall be owned exclusively by TBSC and/or
      its Affiliates. All access to or use of any of the Control Data except and
      to the extent expressly authorized by TBSC is prohibited. Any unauthorized
      access or use by or through Customer or its Clients voids all
      representations and warranties, implied or express, by TBSC, and relieves
      TBSC from any responsibility, performance or the like in connection
      therewith. Notwithstanding anything in this Agreement, nothing herein
      shall give TBSC any ownership or use rights (i) in the proprietary network
      information of Customer's Clients that may be provided or made available
      to TBSC in connection with its provision of the TeleBlock(R) Services to
      Customer and its Clients; or (ii) any Customer proprietary or confidential
      information (including without limitation customer lists, usage
      information or financial or pricing information) (collectively (i) and
      (ii) are hereinafter referred to as the "Customer Information"). TBSC
      agrees that it is only permitted to use the Customer Information for the
      sole purpose of providing services to Customer and Customer's Clients and
      that TBSC shall in no event share any such information with any other
      reseller or other customer of TBSC or use such Customer Information to
      market any products or services of TBSC to Customer's Clients.

      K. Customer shall not modify or expand any warranties or representations,
      if any, that may be made or implied to Customer herein to cover Customer's
      Clients, or assume or create any obligations on TBSC or its Affiliates'
      behalf.

      L. Customer acknowledges that its Clients may access certain database
      information, including without limitation do-not-call ("DNC") list
      information, via the TeleBlock(R) Service. Customer acknowledges and
      agrees that the content, validity, completeness, or accuracy of such
      information as provided to TBSC and/or its Affiliates is not the
      responsibility of TBSC and/or its Affiliates. TBSC AND ITS AFFILIATES MAKE
      NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONTENT, VALIDITY,
      COMPLETENESS, OR ACCURACY OF SUCH INFORMATION AS PROVIDED TO TBSC AND
      HEREBY DISCLAIMS ANY LIABILITY IN CONNECTION THEREWITH.

      M. Customer acknowledges and agrees that any use of the TeleBlock(R)
      Service in violation of the terms of this Agreement may cause TBSC serious
      financial loss. Accordingly, in the event of any unauthorized use,
      Customer agrees that TBSC shall have the right to obtain injunctive or
      other equitable relief without the posting of any bond. Such remedies
      shall not be deemed to be the exclusive remedies for a breach by Customer
      of this paragraph but shall be in addition to all other remedies available
      at law or equity.

X. TRADEMARKS

      A. TBSC and its Affiliate Call Compliance, Inc. hereby grant to Customer a
      limited, non-exclusive royalty-free right and sublicense to use the
      trademarks shown within the User Guide established pursuant to Section
      II.D, above (collectively, the "Trademarks",) Such use by Customer shall
      be within the United States and only in the form and in accordance with
      the specifications and standards contained in the User Guide. In addition,
      such use by Customer shall only be to the extent necessary for Customer to

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      market, advertise, and promote the service contemplated herein within the
      United States to authorized prospective Clients. The foregoing license
      shall automatically and immediately terminate upon the expiration or
      termination of this Agreement.

      B. Title to, ownership and license and sublicense rights of all Trademarks
      and all Intellectual Property Rights thereto, and all other Intellectual
      Property Rights of TBSC and its Affiliate Call Compliance, Inc. shall
      remain entirely with TBSC and Call Compliance, Inc., and use of such
      Trademarks shall be in conformance with applicable trademark usage
      policies established by TBSC and Call Compliance, Inc. and provided to
      Customer via the User Guide. Customer shall take no action that is
      inconsistent with the ownership rights and benefits (including goodwill)
      accruing from use of such Trademarks, all of which shall inure to the
      benefit of TBSC and its Affiliate Call Compliance, Inc.

      C. Customer hereby grants to TBSC and its Affiliate Call Compliance, Inc.
      a limited, non-exclusive, royalty-free right and license to use Customer
      trademarks shown on Appendix D (the "Customer Trademarks") within the
      United States only in the form provided to TBSC on Appendix D and only to
      the extent necessary for TBSC and/or Call Compliance, Inc. to market,
      advertise, and promote the service contemplated herein within the United
      States. The foregoing license shall automatically and immediately
      terminate upon the expiration or termination of this Agreement.

      D. Title to and ownership of all Customer Trademarks and all Intellectual
      Property Rights thereto and all other Intellectual Property Rights of
      Customer shall remain entirely with Customer and use of such Customer
      Trademarks shall be in conforrnance with applicable trademark usage
      policies established by Customer and provided to TBSC and Call Compliance,
      Inc. in writing from time to time. TBSC and/or Call Compliance, Inc. shall
      take no action that is inconsistent with the ownership rights and benefits
      (including goodwill) accruing from use of such Customer Trademarks, all of
      which shall inure to the benefit of Customer.

      E. Each Party (including, for purposes of this section X, Call Compliance,
      Inc.) may from time to time request, for quality control purposes,
      representative samples of materials incorporating/displaying its
      respective Trademarks or proprietary rights notices that are distributed
      or intended for distribution hereunder. If any Party determines, in its
      sole discretion, that any of the foregoing does not meet such Party's
      trademark usage policies or procedures or is inconsistent with the rights
      granted in this Agreement, then such Party shall have the right to require
      that such deficiencies be cured prior to distribution or use of such
      materials. If such deficiencies are not cured prior to distribution, such
      Party reserves the right to withdraw the other Party's permission to use
      such Party's Trademarks upon written notice to the other Party. In
      addition, each Party shall promptly notify the other Party if such Party
      reasonably believes that a third party is infringing upon one or more of
      the other Party's Trademarks.

      F. Each Party shall maintain the quality of services sold under the other
      Party's Trademarks at at least the same level as maintained by the other
      Party, and the other Party shall have the right to monitor such Party's
      use of the marks and quality of services sold.

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XI. REPRESENTATIONS

      Each of TBSC and Customer represents to the other as follows:

      A. Each is a corporation duly organized, validly existing, and in good
      standing under the laws of its jurisdiction of incorporation with all
      requisite corporate power, authority, and legal right to own its property
      and conduct its business as now conducted and as contemplated under this
      Agreement.

      B. Each is duly qualified to do business in each jurisdiction in which the
      nature of its properties or its business requires such qualification and
      in which the failure to so qualify would materially adversely affect its
      business or financial condition.

      C. The execution, delivery, and performance by each of this Agreement and
      the performance by each of its obligations hereunder (i) are within their
      respective power and authority; (ii) has been duly authorized by all
      necessary action on the part of their respective governing bodies; (iii)
      will not contravene any provision of law or regulation, or any writ or
      decree of any court or governmental instrumentality or their respective
      jurisdictions of incorporation or other agreement of either, and (iv) will
      not conflict with or result in a breach of or default under (with or
      without notice or lapse of time), any contract, agreement, indenture,
      mortgage, deed of trust, lease, or other instrument to which either Party
      is bound or any of their respective assets are subject.

      D. This Agreement has been duly executed and delivered by each Party and
      constitutes the valid, legal and binding obligation of each Party,
      enforceable in accordance with its terms.

      E. As of the Effective Date, no approval or consent of, or filing with,
      any governmental authority is required to be obtained or effected by
      either Party in connection with its execution, delivery, and performance
      of this Agreement.

      F. As of the Effective Date, there is no pending or, to its knowledge,
      threatened action, suit or proceeding or investigation before any court,
      board of arbitration or arbitrator, governmental body, agency,
      instrumentality or official against or affecting either Party, the outcome
      of which, if adversely determined, would have a material adverse effect on
      the ability of either Party to fully perform its obligations under this
      Agreement.

      G. Neither Party is a party to any agreement or instrument or subject to
      any restriction having a materially adverse effect on its ability to
      perform its obligations under this Agreement.

      H. As of the Effective Date, neither Party is in default under any
      applicable order, writ, injunction, or decree of any court, governmental
      department, board or agency or instrumentality of any arbitrator.

      I. Each Party has obtained or shall obtain in respect of this Agreement
      and the transactions contemplated hereby, on or prior to the Effective
      Date hereof, all governmental permissions, rights, licenses and permits,
      if any, to carry out the transactions contemplated thereby. Neither Party
      has received notice of any violation of any applicable law, regulation,
      order or requirement which would have a materially

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      adverse effect on the transactions contemplated by this Agreement, and
      which has not been complied with or corrected in all material respects.

      J. Both parties agree to deliver TeleBlock(R) Service to Customer's
      Clients in accordance with generally acceptable industry standards.

      K. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY
      REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH
      RESPECT TO THE SERVICE, THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE
      THEREOF.

XII. INDEMNITY

      A. Except as otherwise stated herein, each Party (the "Indemnifying
      Party") will defend, indemnify and hold harmless the other Party (the
      "Indemnified Party") from and against any loss, cost, claim, liability,
      damage, and expense (including reasonable attorney's fees) brought or
      claimed by third parties (collectively, "Claims"), arising out of
      negligence or misconduct or omission or breach of this Agreement, by the
      Indemnifying Party, its employees, agents, or contractors in the
      performance or nonperformance of this Agreement. The Indemnified Party
      shall notify the Indemnifying Party promptly in writing of any Claims for
      which the Indemnified Party alleges that the Indemnifying Party is
      responsible under this Section XII and tender the defense of such Claims
      to the Indemnifying Party. The Indemnified Party shall cooperate in every
      reasonable manner with the defense or settlement of such Claims at the
      Indemnifying Party's expense. The Indemnifying Party shall not be liable
      under this Section XII for settlements by the Indemnified Party of any
      Claims unless the Indemnifying Party has approved the settlement in
      advance or unless the defense of such Claims has been tendered to the
      Indemnifying Party in writing and the Indemnifying Party has failed to
      promptly undertake the defense.

      B. Each Party (the "Indemnifying Party") will defend, indemnify and hold
      harmless the other Party (the "Indemnified Party") from any Claims which
      are brought against the Indemnified Party alleging that the Indemnifying
      Party's trademarks infringe the Intellectual Property Rights of a third
      party.

      C. Either Party may, at its own election and expense, conduct its own
      defense of any portion of the Claims against it, which would otherwise be
      indemnified by the other Party hereunder.

XIII. LIMITATION OF LIABILITY

      EXCEPT AS PROVIDED IN SECTION XII, HEREINABOVE, NEITHER PARTY SHALL HAVE
      ANY LIABILITY TO THE OTHER PARTY WITH RESPECT TO THIS AGREEMENT FOR ANY
      LOST INCOME OR PROFITS OR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL
      OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF IT HAS BEEN ADVISED
      OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT WHATSOEVER SHALL TBSC's
      AND ITS AFFILIATES AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT
      AND/OR IN ANY WAY RELATING TO THE SERVICES CONTEMPLATED HEREIN EXCEED TEN
      THOUSAND DOLLARS ($10,000).

                                  Page 10 of 14

<PAGE>

XIV. TERMINATION OF AGREEMENTS

      Customer shall terminate any and all agreements it has with Clients for
      provision of the services contemplated herein prior to or upon termination
      of this Agreement.

XV. WAIVER

      The waiver of a breach of any of the terms hereof or of any default
      hereunder shall not be deemed a waiver of any subsequent breach or
      default, whether of the same or similar nature, and shall not in any way
      affect the other terms thereof. No waiver or modification hereof shall be
      valid or binding unless in writing and signed by the Parties.

XVI. GENERAL PROVISIONS

      A.    NOTICE. All notices, demands and statements to be given under this
            Agreement will be made in writing and shall be deemed given three
            (3) days after deposit thereof in the U.S. Mail, postage prepaid,
            and addressed as follows:

            If to TBSC:

            Telephone Blocking Services Corp.
            Attention: Cecilia Carfora
            P.O. Box 505
            Huntington, NY 11743
            Telephone: (800) 993-8272
            Facsimile: (516) 676-2420

            With a copy, which shall not constitute notice, to:

            Call Compliance, Inc.
            Attention: Joseph Sanscrainte, Esq.
            90 Pratt Oval
            Glen Cove, NY 11542
            Telephone:(516) 656-5125
            Facsimile:(516) 676-2420

            If to Customer:
            Sales Lead Management
            Attention: Peter Cohen
            135 Pinelawn Road - 130 N
            Melville, NY 11747
            Telephone: 631-393-0153
            Facsimile: 393-0159

      B. A change of address for the giving of notice shall be made in the same
      manner as the giving of notice.

      C. Any copy of a notice sent by facsimile transmissions shall be followed
      by a hard copy thereof sent in the manner set forth above.

                                  Page 11 of 14

<PAGE>

      D. ASSIGNMENT. Customer may not assign its rights or obligations under
      this Agreement, in whole or in part, by operation of law or otherwise,
      without the prior express written consent of TBSC. Any purported
      assignment in violation of this Subsection shall be null and void.

      E. CONFORMITY TO LAWS, RULES, REGULATIONS AND ORDERS. Notwithstanding any
      other provision of this Agreement, each Party agrees to perform all of its
      obligations and undertakings prescribed in this Agreement in compliance
      with all applicable laws, orders, rules and regulations that may affect
      the matters covered by this Agreement.

      F. CONSTRUCTION. This Agreement is the product of negotiation among the
      Parties and their respective counsel. This Agreement shall be interpreted
      fairly in accordance with its terms and conditions and without any strict
      construction in favor of any Party. Any ambiguity shall not be interpreted
      against the drafting party.

      G. ENTIRE AGREEMENT. This Agreement, together with any attachments or
      appendices hereto, embodies the entire understanding and agreement between
      the Parties. There are no representations, agreements, arrangements or
      understandings, oral or written, between the Parties hereto relating to
      the subject matter of this Agreement, which are not fully expressed
      herein. No change, modification, extension, termination or waiver of this
      Agreement, or any of the provisions herein, shall be valid unless made in
      writing and signed by duly authorized representatives of the Parties.

      H. CONFLICT. If there is a conflict between the main body of this
      Agreement and the Appendices attached hereto, the main body will prevail.
      If there is a conflict between this Agreement and any other agreement
      between TBSC and/or its Affiliates and Customer, this Agreement will
      prevail.

      I. GOVERNING LAW. This Agreement shall be construed, interpreted and the
      rights of the Parties determined in accordance with the laws of the State
      of New York, without regard to the conflict of law principles thereof.

      J. VENUE. Any judicial proceeding brought with respect to this Agreement
      must be brought in the state or federal courts sitting in New York City,
      New York and by execution and delivery of this Agreement, each signatory
      hereto (i) hereby submits to and accepts, generally and unconditionally,
      the exclusive jurisdiction of such courts and any related appellate court,
      and irrevocably agrees to be bound by any judgment rendered thereby in
      connection with this Agreement and (ii) irrevocably waives any objection
      it may now or hereafter have as to the venue of any such suit, action or
      proceeding brought in such a court or that such court is an inconvenient
      forum.

      K. HEADINGS. The titles of the Sections and Subsections in this Agreement
      are inserted merely for convenience and identification and are not to be
      used in the interpretation or construction of this Agreement.

      L. NO AGENCY. Nothing contained in this Agreement shall be construed as
      making either Party the partner, joint venturer, agent, or
      employer/employee of the other. Neither Party shall have the authority to
      make any statements, representations, or commitments of any kind, or to
      take or omit to take any action, which shall be binding on the other,
      except and unless as expressly and explicitly provided for herein or
      expressly and explicitly authorized in writing by the Party to be bound.

                                  Page 12 of 14

<PAGE>

      M. COUNTERPARTS. For the convenience of the Parties, copies of this
      Agreement may be executed in two or more counterparts and signature pages
      exchanged by facsimile. The Parties intend that counterpart copies signed
      and exchanged as provided in the preceding sentence shall be fully binding
      as an original handwritten executed copy hereof and all of such copies
      together shall constitute one instrument.

      N. PUBLICITY. Any press release issued by a Party describing this
      Agreement or otherwise referencing the Parties to this Agreement shall be
      subject to the prior written approval of the other Party, which approval
      shall not be unreasonably withheld or delayed.

      O. SEVERABILITY. Any provision of this Agreement which is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be
      ineffective to the extent of the prohibition or unenforceability without
      invalidating the remaining provisions hereof, and shall not invalidate or
      render unenforceable such provision in any other jurisdiction. In the
      event any provision or portion in this Agreement is held to be
      unenforceable or invalid by a court of competent jurisdiction, the
      validity and enforceability of the remaining portion of any such provision
      and/or the remaining provisions of this Agreement shall not be affected
      thereby.

      P. FORCE MAJEURE. Except for an obligation to make a payment, neither
      Party shall be deemed in default of this Agreement to the extent that
      performance of its obligations or attempts to cure any breach are delayed,
      restricted or prevented by reason of any act of God, fire, natural
      disaster, governmental regulations, terrorism, disease or other causes
      arising out of a state of national emergency or war ("Force Majeure
      Event"), provided that such Party gives the other Party written notice
      thereof promptly and uses commercially reasonable efforts to cure the
      delay and such Party so informs the other in writing of such causes and
      its desire to be released. In the event that any Force Majeure Event
      prevents either party from carrying out its obligations under this
      Agreement for a period of more than thirty (30) days, the other Party may
      terminate this Agreement upon thirty (30) days written notice without
      liability therefore.

      Q. AMENDMENTS. This Agreement may be amended only by an instrument in
      writing signed by an authorized representative of each Party subsequent to
      the Effective Date of this Agreement.

      R. SURVIVAL. Any termination of this Agreement shall not discharge either
      party from any right, duty, obligation or liability that arose or occurred
      prior to the effective date of such termination. Without limitation,
      Sections V, VI, IX, XII, XIII, XIV, XV, and XVI shall survive any
      termination of this Agreement.

      S. INCORPORATION BY REFERENCE. Appendix A, B, C, and D attached hereto are
      respectively by each and every reference thereto incorporated herein by
      reference.

      T. THIRD PARTY VENDORS. TBSC may use any third party provider(s) it deems
      necessary in the provision of the TeleBlock(R) Service. For the purposes
      of this Agreement the term "Affiliates" shall mean Illuminet, Inc. and its
      affiliate Call Compliance Inc. Illuminet and Call Compliance Inc. are
      third party vendors of various services provided hereunder and shall be
      deemed third party beneficiaries with respect to Section XIII, herein.

                                  Page 13 of 14

<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of each
party by and through its authorized representative to be effective the date
specified for each Customer identified on Appendix A, annexed hereto, (the
"Effective Date").

Each party represents and warrants that it has not altered this Agreement in any
manner other than as agreed to in writing by the parties or as an
inter-delineation initialed by both parties.

The signatories to this Agreement hereby warrant and represent that they have
the authority to execute this Agreement on behalf of the entity or entities for
which they sign.

This Agreement does not bind or obligate TBSC in any manner unless duly executed
by an authorized representative of TBSC.

TELEPHONE BLOCKING SERVICES CORP.       SALES LEAD MANAGEMENT

By: /s/ Cecilia Carfara                 By: /s/ Peter Cohen
    --------------------------              ---------------------------
Name: Cecilia Carfara                   Name: Peter Cohen
Title: Secretary                        Title: President

CALL COMPLIANCE, INC.
Solely with respect to Section X of this Agreement

By: /s/ Dean Garfinkel
    --------------------------
Name: Dean Garfinkel
Title: Chairman

                                  Page 14 of 14

<PAGE>

                                   APPENDIX A

                                     TO THE

                         TELEBLOCK(R) SERVICE AGREEMENT

PARTICIPATING CUSTOMER(S)

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COMPLETE LEGAL NAME OF PARTICIPATING CUSTOMER(S)   (TBSC COMPLETES)

                                                   EFFECTIVE DATE
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SALES LEAD MANAGEMENT, INC.
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                                  APPENDIX B

                                      TO

                      THE TELEBLOCK(R) SERVICE AGREEMENT

TELEBLOCK(R) SERVICE DESCRIPTION

Pursuant to continuous participation by Customer and its participating Clients,
the TeleBlock(R) Service (as diagrammed below) makes it possible for Customer's
Clients to subject their outbound telemarketing calls to a screening and
blocking process that occurs on an IP network level. This patented process
requires the aggregation of do-not-call list data from numerous sources and the
deployment of this data via the TeleBlock(R)(R) platform, a Service Control
Point (SCP) that resides on the IP network. The process begins when a query
message is sent from the Customer's system to the TBSC VPN network. The TBSC VPN
network carries the query message to the TeleBlock(R)(R) platform, where the
screening process takes place to determine if the call should be completed or
blocked. Thereafter, the appropriate query message is sent to Customer's
equipment for further processing.

                                 [IMAGE OMITTED]

There are several participants involved in the provisioning process, and each
play an important role in ensuring the outbound telemarketing calls made by a
Customer's Client are screened against the appropriate do-not-call list(s). The
participants, and their respective responsibilities in the provisioning process,
are as follows:

(1) TBSC. TBSC and/or TBSC through its Affiliates shall have the following
responsibilities:

      A.    Host and manage the TeleBlock(R) platform.

      B.    Ensure that the do-not-call list data, which is designated by
      Customer's Client, is deployed in the TeleBlock(R) platform. This
      responsibility includes ensuring that the

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      appropriate "in-house" and "allow" do-not-call list data, as provided by
      the Client, is uploaded to the TeleBlock(R) platform as well.

      C. Provide Customer's Client with secure, 24X7 access to the
      TeleBlock(R)(R) web-based administrative interface, and update this
      software as necessary.

      D. Segregate and back-up any proprietary, in-house do-not-call list data,
      as provided by the Client, and ensure that access to such data is
      restricted from any access by another TeleBlock(R) user or third party
      (i.e., no proprietary in-house is shared with any entity other than the
      originating entity).

      E. To the extent reasonable and practicable, customize the TeleBlock(R)
      platform when requested by the Client (e.g., development of an IVR system
      for routing of blocked calls).

      F. Provide help-desk services for Customer and Customer's Client.

2. CUSTOMER. Customer shall have the following responsibilities:

      A. Provide access to TeleBlock(R) Service to its Clients subject to the
      terms of its independent agreement with Customer's subscriber.

      B. Provide the necessary query to the TeleBlock(R)(R) do-not-call list
      database residing on the TBSC VPN network.

      C. Provide all information necessary for TBSC and its Affiliates to manage
      the provision of the TeleBlock(R) Service to its Clients.

      D. Work with TBSC in resolving any issues regarding access to the
      TeleBlock(R) Service.

      E. Maintain a redundant VPN connection.

3. CUSTOMER'S CLIENT. Customer's participating Client shall have the
following responsibilities:

      A. Designate which federal, state, wireless, in-house, and/or third party
      do-not-call lists are to be used by the TeleBlock(R) Service in the
      screening/blocking process, via the TeleBlock(R) web based administrative
      interface.

      B. Maintain all proper do-not-call list registrations, as mandated by the
      various regulatory agencies.

      C. Maintain, pursuant to Federal law, an in-house list of persons who
      request that no further calls be made to them. These lists, in order to be
      made available via TeleBlock(R)(R) platform, must be uploaded to TBSC (or
      its designated Affiliate) by the Client via the TeleBlock(R) web-based
      administrative interface,

      D. Keep TBSC informed of any changes to its client services that impact
      the provisioning of the TeleBlock(R) Service.

      E. Comply with the terms and conditions set forth on the order form.

Additional detail regarding the features and functionality of the TeleBiock(R)
Service may be found in the User Guide.

#     #     #

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                                   APPENDIX C

                                     TO THE

                         TELEBLOCK(R) SERVICE AGREEMENT

COMPENSATION SCHEDULE

A.    ORIGINATING POINT CODE FEES

      1.    SETUP FEES              $250 per Originating IP Address

      2.    DISCONNECT FEES         $250 per Originating IP Address

B. Standard Query Fees. Customer shall pay TBSC, each month, the amount
determined by multiplying the total number of Queries launched to the
TeleBlock(R) Service by Customer or its Clients in such month times $0,0035. For
the purposes of this Agreement, the term "Query" shall mean a database
transaction whereby an IP message is sent from Customer's equipment to the
TeleBlock(R) Service.

C. Volume Incentive Pricing (VIP) Program. Subject to the terms herein, if a
Customer's Client qualifies to participate in the VIP program (in accordance
with the below), TBSC will charge Customer $0.0025 per Query for each Query made
to the TeleBlock(R) Service by such VIP qualified Client, instead of the
standard Query fee of $0.0035.

      1.    QUALIFIED CLIENTS: The VIP program applies only to Customer's
            "Qualified Clients" who either.

            i.    Currently utilize the TeleBlock(R) Service and who have made
                  one million (1,000,000) or more Queries to the TeleBlock(R)
                  Service per month, on average, over the three (3) most recent
                  calendar months, or party thereof if using TeleBlock(R) for a
                  lesser period (an "Existing Qualified Client"), or;

            ii.   Who intend to subscribe to the TeleBlock(R) Service and who
                  can provide reasonable demonstrable evidence, satisfactory
                  [ILLEGIBLE] TBSC, that it will make one million (1,000,000) or
                  more Queries to the TeleBlock(R) Service per month, on
                  average, over every three (3) consecutive calendar month
                  period, excluding the first month service (a "New Qualified
                  Client")

      2.    RULES:

            i.    Customer must register its Qualified Clients in the VIP
                  Program with TBSC online at VIPPROMO@TELEBLOCK.COM. When
                  registering a Qualified Client, Customer must include, among
                  other requested information, the applicable BTN/Auths and
                  Customer's sales representative name/contact information.

            ii.   New Qualified Clients must be registered prior to their first
                  use of the TeleBlock(R) Service in order to receive the VIP
                  Program's discounted pricing. For Existing Qualified Clients,
                  the VIP Program's discounted pricing will take effect at the
                  beginning of the next billing cycle following registration.

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                                   Page 1 of 2

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            iii.  Qualified Clients are eligible for the VIP Program's
                  discounted pricing if and for so long as they maintain the
                  volume requirements specified above. If any Qualified Client
                  falls below these requirements, TBSC and/or its affiliate Call
                  Compliance, Inc. will notify Customer and the discounted
                  pricing for that Client shall revert back to the standard
                  pricing at the end of the calendar month in which such notice
                  was sent.

            iv.   Customer can not charge Qualified Clients who are enrolled in
                  the VIP Program more than $0.003 per Query of the TeleBlock(R)
                  Service.

            v.    Customer's Qualified Clients registered in the VIP Program and
                  any queries of the TeleBlock(R) Service associated with such
                  Qualified Clients will not be eligible for any other discount
                  schedule or pricing promotion.

D. Price Changes. TBSC reserves the right to change prices for services provided
by TBSC and/or its Affiliates hereunder as necessary to account for
considerations of increased expenses, competition, and market conditions. Such
changes as necessary will be announced to Customer at least ninety (90) days
prior to the effective date of the price change. If such a change represents an
increase in any of the prices previously in effect for any of the services
covered by this Agreement, then a special termination option will exist for
Customer. Customer may notify TBSC at any time between receipt of the price
change notification and its effective date that Customer desire to terminate the
affected service one hundred eighty (180) days after such notification by
Customer to TBSC. Having given such notification of termination, Customer will
be exempt from the price changes through the termination date, but if Customer
subsequently renounces its intent to terminate, and this is acceptable to TBSC,
then the price change will be retroactive to its original effective date and
Customer will be billed for the underpayment, including interest calculated as
described in Section V.A of the Agreement to which this Appendix is attached,
calculated from the due date of each respective billing period since the
increase.

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                                   Page 2 of 2

<PAGE>

                                   APPENDIX D

                                     TO THE

                         TELEBLOCK(R) SERVICE AGREEMENT

CUSTOMER TRADEMARKS

                                   [SLM LOGO]

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