Call Center and Telemarketing Agreement - LegalClub.com Inc. and Forum Marketing


                                    AGREEMENT

      THIS AGREEMENT, is hereby entered into this 25th day of July, 2000 between
LEGALCLUB.COM, INC., D/B/A LEGAL CLUB OF AMERICA (hereinafter referred to as
"CLUB"), a Florida corporation having its principal office at 1601 N. Harrison
Parkway, Suite 200, Bldg A, Sunrise, Florida 33323 and Forum Marketing
(hereinafter referred to as "FORUM"), having its corporate headquarters located
at 4004 Seneca Street, West Seneca, New York 14224.

      WHEREAS CLUB desires to sell the Legal Club of America program via
telemarketing (among other methods) and to utilize the services of outside call
center(s); and

      WHEREAS FORUM maintains a separate and distinct business as a call center
able to handle all aspects of telemarketing including payment processing and as
a broker who can supervise other call centers; and

      WHEREAS CLUB and FORUM have agreed upon the terms of their business
relationship;

      NOW, THEREFORE, for good and valuable considerations, the receipt and
adequacy of which are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:

      1.    FORUM shall serve as a call center to handle inbound and outbound
            telemarketing calls for CLUB.

      2.    The Term of this Agreement shall commence on the date hereof and
            shall continue for three (3) years, subject to automatic renewals of
            the Term for successive three year periods, unless either party
            terminates this Agreement by giving the other party written notice
            of said termination at least thirty (30) days prior to any desired
            termination date. The Term may also be terminated by either party
            (a) in the event of a material default hereunder by the other party,
            which default is not cured within ten (10) days after notice of the
            default is given by the party seeking to terminate the term and (b)
            by either party immediately upon the institution by or against the
            other party of insolvency, receivership, or bankruptcy proceedings,
            upon any assignment for the benefit of the other party's creditors,
            or upon the other party's dissolution or ceasing to do business.
            Upon termination, each party shall remain liable for any amounts due
            or accrued as of the effective date of termination of the term, and
            for any and all covenants contained herein.

      3.    During the term of this Agreement FORUM and its contracted call
            centers shall not serve as a call center or handle any marketing,
            inbound or outbound, directly or indirectly, for any other legal
            services program other than CLUB'S.

      4.    FORUM shall follow all approved scripts and marketing tools as
            provided by CLUB. All marketing tools and scripts must be
            pre-approved in advance by CLUB.

      5.    FORUM shall handle all payment processing and shall collect the
            membership fees from each membership sale it facilitates. FORUM
            shall also handle all refunds due to member cancellations within
            CLUB's refund policies. CLUB shall supply FORUM with all pertinent
            program information including membership fee charges when necessary.

      6.    FORUM shall send all enrolled member information as well as
            cancellation information to CLUB on Tuesday of each week in an
            electronically acceptable format as detailed in Exhibit A attached
            hereto and incorporated herein by this reference.

      7.    FORUM shall send CLUB the appropriate member fees on Wednesday of
            each week. Such funds shall be sent via wire transfer. The member
            fees are set forth in Schedule A, attached hereto and incorporated
            herein by this reference.

      8.    All renewal memberships obtained on an outbound effort by FORUM
            shall be priced in accordance with Schedule A. For fees collected on
            an annual basis by FORUM, all fees shall be submitted to CLUB on a
            lump sum basis. For fees collected on a monthly basis by FORUM, fees
            shall be remitted to CLUB as collected monthly. All fees shall be
            remitted in accordance with Section 7 above.

      9.    CLUB shall be responsible for all fulfillment of new member
            materials.


      10.   FORUM warrants that it shall conduct its business in accordance with
            all applicable State and Federal law.

      11.   CLUB AND FORUM acknowledges and agrees that each party has a
            legitimate business interest in protecting its proprietary
            information from abuse and agrees that the restrictions set forth
            herein are reasonably necessary to protect such legitimate business
            interests.

      12.   Each party acknowledges that during the Term, it shall have access
            to the confidential information and trade secrets of the other,
            consisting of, but not limited to, customer lists and information
            concerning each other's methods of operations, regulatory status,
            attorney lists, systems, products, customer lists, agent lists,
            membership information and other such proprietary business
            information. For purposes of this Agreement, "confidential
            information" means any confidential or other proprietary information
            disclosed by one party to the other under this Agreement, except
            information that ( a ) is public knowledge at the time of
            disclosure, ( b ) was known by the receiving party before disclosure
            by the disclosing party, or becomes public knowledge or otherwise
            known to the receiving party after such disclosure, other than by
            breach of a confidentiality obligation, or ( c ) is independently
            developed by the receiving party.

      13.   During the term of this Agreement and for a period of two years
            following the termination of this Agreement for any reason, within
            the geographical region of the United States of America and its
            territories, the receiving party shall ( a ) not disclose the
            confidential information to any third party, ( b ) not use the
            confidential information in any fashion except for purposes of
            performing this Agreement, ( c ) exercise reasonable care to prevent
            disclosure, and ( d ) notify the disclosing party of any
            unauthorized disclosure or use of the confidential information. Upon
            termination of this Agreement for any reason, each party shall
            immediately deliver to the other party all copies of the
            confidential information received from such other party. Each party
            acknowledges that breach of the covenants contained herein will
            cause irreparable harm to the disclosing party entitling the
            disclosing party to injunctive relief, among other remedies, against
            any breach or threatened breach, without waiving or affecting any
            claim for damages or other relief.

      14.   CLUB and FORUM declare that the territorial and time limitations as
            stated herein, are reasonable and properly required for the adequate
            protection of each party's business. In the event that any of the
            territorial or time limitations are deemed to be unreasonable by a
            court of competent jurisdiction, then all parties agree and submit
            to the reduction of either the territorial or time limitation as the
            court deems reasonable.

      15.   Each party (the Indemnifying Party) shall indemnify the other
            party(s) and its directors, officers, agents, employees,
            contractors, affiliates, or subsidiaries (collectively referred to
            as "Indemnified Parties" and hold the Indemnified Parties harmless
            from and against any losses, costs, damages, and fees (including
            reasonable attorney's fees) incurred by the Indemnified Parties in
            connection with: ( a ) any breach by the Indemnifying Party of any
            warranty, covenant or obligation under this Agreement or ( b ) the
            Indemnifying party's acts or omissions, or the use of any product or
            service provided by the Indemnifying party to the members of
            Randolph's program. Upon appropriate notice, the Indemnifying party
            shall defend, at its expense, any claim brought against one or more
            of the Indemnified Parties based on or arising out of one or more of
            the provisions contained herein.

      16.   The parties agree that this Agreement shall be subject to and
            governed by the laws of the State of Florida. In the event that
            legal proceedings become initiated with reference to this Agreement
            for any reason, venue shall remain in Broward County, Florida.

      17.   The parties hereby agree if any provision of this Agreement is held
            to be invalid or unenforceable, all other provisions shall
            nevertheless continue in full force and effect.

      18.   The parties hereby agree that in the event a suit is initiated with
            reference to this Agreement by any party, the prevailing party shall
            be entitled to an award of reasonable attorneys fees and
            disbursements incurred by such party in connection with, including
            but not limited to fees and disbursements in administrative,
            regulatory, bankruptcy and appellate proceedings.

      19.   The parties hereby agree that modification and waiver of any of the
            provisions of this Agreement shall be effective only if made in
            writing and executed with the same formality as this Agreement. The
            failure of any party to insist upon strict performance of any of the
            provisions of this Agreement shall not be construed as a waiver of
            any subsequent default or breaches of the same or similar nature.

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      20.   The parties hereby agree that this Agreement contains the entire
            understanding of the parties. There are no representations,
            covenants, warranties or undertakings other than those expressly set
            forth in this agreement.

      21.   This Agreement shall be binding on and inure to the benefit of the
            respective parties hereto and their successors and assigns. The
            obligations and rights hereunder may not be assigned to another
            entity or individual without the express written consent of the
            other party.

      22.   This Agreement may be executed in counterparts, each of which shall
            be deemed an original, but all of which together shall constitute
            one and the same instrument and may be delivered by facsimile;
            facsimile signatures shall have the force and effect of original
            signatures.

      23.   All notices required or allowed hereunder shall be in writing and
            shall be deemed given upon (1) hand delivery or (2) deposit of same
            in the United States Certified Mail, Return Receipt Requested, first
            class postage and registration fees prepaid and correctly addressed
            to the party for whom intended at the address listed in the first
            page hereof, or such other address as is most recently noticed for
            such party.

      24.   All references to gender or number in this Agreement shall be deemed
            interchangeably to have a masculine, feminine, neuter, singular or
            plural meaning, as the sense of the text requires.

      25.   Each party represents and warrants to the other as follows:

            (a)   the execution , delivery and performance of this Agreement (1)
                  has been duly authorized by all necessary or appropriate acts
                  or proceedings, corporate or otherwise; (2) does not violate
                  or conflict with any provision of its respective Articles of
                  Incorporation, By-Laws, or standing resolutions; and (3) does
                  not violate or result in a breach or default (with the giving
                  of notice, the passage of time, or otherwise) under any
                  contract, understanding, judgment, order, writ, law, or
                  regulation that is applicable to the representing party or its
                  assets.

            (b)   this Agreement is the valid, legal and binding obligation and
                  Agreement of the representing party, and is enforceable
                  against it in accordance with its terms

            (c)   each representing party is a duly organized and validly
                  existing corporation, in good standing in the respective
                  jurisdiction of its incorporation.


      IN WITNESS WHEREOF, this Agreement has been executed and delivered in the
manner prescribed by law on the date first written above.


BY:                                      BY: /s/ EDWARD VELASQUEZ, JR.
   ---------------------------------        ---------------------------------
       ATTEST                                    FORUM OFFICER SIGNATURE

                                                 PRESIDENT AND CEO
                                            ---------------------------------
                                                      TITLE



BY:                                      BY: /s/ RICHARD CAMPANARO          
   ---------------------------------        ---------------------------------
       ATTEST                                    LEGALCLUB.COM, INC.


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