AGENT AGREEMENT

CALLNOW COMMUNICATIONS GROUP, INC.

WHEREAS, for the purpose of this non-exclusive Agreement, the parties agree to act as independent contracting parties both in their relations with each other and in their relations with third parties. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:   

I: APPOINTMENT 
Callnow hereby grants to AGENT and the latter hereby accepts, the right to act as a Callnow Agent for the purpose of introducing new Customers, worldwide, under the terms and conditions set forth in this Agreement. 

II: CALLNOW ACTIVITIES AND OBLIGATIONS 
Callnow will set up an agent specific web page. CALLNOW will provision all customers that have a valid credit card.  CALLNOW will post to each Customer via e-mail their bills. Usage reports will be made available On-Line. Callnow will bill and collect the Customers 4 weeks after they sign up and monthly thereafter. Callnow may modify the prices of Services offered, according to the needs of its sales policy. 

III: AGENT STATUS 
1.    It is agreed that AGENT will conduct business as an Non-Exclusive Independent Contractor and not as an employee and nothing contained in this Agreement shall be deemed or construed to create the relationship of partnership or joint venture, or to construe AGENT as Callnow's employee for any purpose. 
2.    AGENT shall indemnify Callnow for any damages sustained by Callnow from the breach by AGENT of this present Agreement. 
3.    Callnow shall indemnify AGENT for any damages sustained by AGENT from the breach by Callnow of this present Agreement. 

IV: AGENT ACTIVITIES AND OBLIGATIONS 
1.    AGENT shall use its efforts and attention to perform the terms and conditions of this Agreement, including stimulating interest in Callnow's Services. 
2.    AGENT shall pay all of its own out-of-pocket expenses, including but not limited to the compensation of its sales, personnel, travel, telephone, and all taxes, employee or otherwise. 
3.    AGENT shall conduct its business in a manner that will reflect favorably at all times on Callnow, in order to maintain Callnow's good name, goodwill and reputation. 
4.    AGENT shall have sufficient knowledge regarding the Services to respond to inquiries from customers on the use of the Services. 
5.    AGENT will provide a copy of the credit card and a signed application for Retail Customers within 24 hours of Customer Activation. In the event that a customer does not have an e-mail address, the bill will go to the agent by e-mail, which he can send to the customers. 
6.    AGENT will assist in collecting from Retail Customers when required by Callnow. 

V: COMMISSION 
AGENT shall be compensated in consideration for its services rendered herein with Commissions paid by Callnow on Agent's Directly introduced Customers: 
1.    Commission shall be paid at the rate of 10% on all Collected Customer Billing. However, should Agent fail to achieve a Monthly Billing in excess of $5,000 within 6 months, 50% of AGENTS commissions will be retained by Callnow. Agents commission will revert to the full rate as soon as Agent meets this requirement of $5,000 per Month. If Agent fails to satisfy this requirment within the first year of this Agreement, he will forfeit all rights to further commissions. 
2.    Callnow will pay commissions on the 30th day of each month following the previous calandar month's collections from the Customers. 
3.    To avoid unnecessary expense to both the Agent and to Callnow commissions checks will only be issued when the amount of commission due is over $100. Commission less than $100 is carried over to the following month

VI: ENTRY INTO EFFECT, DURATION AND TERMINATION 
This Agreement shall be effective from the date of its signature and shall remain in full force and effective for AN INITIAL 24 Month period. The Term shall then be renewed automatically for successive periods of one (1) year.unless terminated sooner by either party giving to the other 90 days notice. 

VII: IMPROPER USENET POSTING (SPAMMING) AND/OR CONTENT 
Agent agrees to refrain from improper Usenet Posting and or pornographic or adult only content, sites that promote racism or violence, or any site that Callnow deem inappropriate for our audience. Breech of this clause may result in immediately termination at the descretion of Callnow. Furthermore, Agent will incure a charge of $50.00 per hour for the time Callnow spend on dealing with complaints. 

VIII: ARBITRATION 
Each party hereby agrees to submit to binding arbitration in New York, New York all disputes or controversies arising out of or in conjunction with this Agreement in accordance with the commercial arbitration rules of the America Arbitration Association then and there in effect. 

VIX: NOTICES 
All notices to be given shall be in writing and sent by certified mail, registered mail, overnight courier, facsimile transmission or in person, addressed to the party for whom intended as described above. Any party may change the address to which notices shall be sent by notifying the other party. Notices shall be deemed given upon acknowledgment of receipt. 

X: ENTIRE AGREEMENT; MODIFICATION 
1.    This Agreement contains all of the terms and conditions agreed upon by the parties hereto with reference to the subject matter hereof. No other prior agreements or understandings, whether written or oral, with respect thereto, shall be deemed to exist or to bind any of the parties hereto, and all such prior agreements and understandings shall be superseded hereby. 

2.    This Agreement cannot be modified or changed except by written instrumentum signed by all of the parties hereto. IN WITNESS WHEREOF, both parties hereto duly represented have signed the present Agreement.