Sample Business Contracts

Mail Marketing Management Agreement - Business Executive Services Inc. and Telco Billing Inc.

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                                [GRAPHIC OMITTED]

                        BUSINESS EXECUTIVE SERVICE, INC.


     THIS MAIL MARKETING MANAGEMENT AGREEMENT (the "Agreement") is made this 1th
day  of November, 2001 (the "Effective Date"), by and between Business Executive
Services,  Inc.,  a Arizona corporation whose address is 4840 E. Jasmine Street,
Suite  110,  Mesa,  Arizona  85205  ("Consultant")  and  Telco Billing, Inc., an
Nevada  corporation  with its offices located at 4840 East Jasmine Street, Suite
105,  Mesa,  Arizona  85205  (the  "Company").

     WHEREAS,  Consultant  has  experience  in  mail  marketing,  invoicing  and
compliance  mailing.

     WHEREAS,  the Company desires to retain Consultant to advise and assist the
Company in such matters on the terms and conditions set forth below.

     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements  contained herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which  is  hereby  acknowledged,  the Company and
Consultant  agree  as  follows:


     The  Company  hereby  retains  Consultant,  effective  as of the date first
written  above  (the  "Effective  Date")  and  continuing  until termination, as
provided herein, to provide the Company with the following services:

     Consultant  will  provide  scheduling  and completion of all outgoing mail.
Company  will  provide  Consultant  with  all  of  the  hardware  necessary  for
Consultant  to  perform  Consultant's  duties.

2.   TERM.

     This  Agreement  shall  have  an initial term of one (1) year (the "Primary
Term"),  commencing  with  the  Effective Date. At the conclusion of the Primary
Term,  this  Agreement  will  automatically  be extended on an annual basis (the
"Extension  Period") unless Consultant or the Company shall deliver to the other
party  written  notice  terminating the Agreement. Any notice to terminate given
hereunder  shall  be in writing and shall be delivered at least thirty (30) days
before the end of the Primary Term or any subsequent Extension Period.


     Consultant  shall  allocate  time,  as  it  deems  necessary to provide the
Services.  The  particular  amount  of  time may vary from day to day or week to
week. However, it is expressly understood that

Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

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Consultant  is  not billing Company for the time performed but rather is billing
Company  based on the number of mail pieces sent each year. Additionally, in the
absence  of  willful  misfeasance,  bad  faith,  or  reckless  disregard for the
obligations or duties hereunder by Consultant, Consultant shall not be liable to
the  Company or any of its shareholders for any act or omission in the course of
or  connected  with  rendering the Services, including but not limited to losses
that  may  be  sustained  in  any  corporate  act  in  any  subsequent  Business
Opportunity  (as defined herein) undertaken by the Company as a result of advice
provided  by  Consultant.


The  Company  agrees to pay Consultant a fee for the Services ("Consulting Fee")
as  follows:

Consultant  shall  be  paid by Company monthly on the 1st of the month. The rate
shall  be  $.015  per  mail  piece  sent  based  off  the  yearly  forecast.

Fee  based  on  the  projected mailings attached & provided by company.  Company
shall be billed based on the 12-month average in all cases not to be below a fee
of  $15,750.  Consultant  shall  provide  a  quarterly  accounting  of  usage to

A  late  fee  of  1.5%  will  be charged on any payments more than 10 days late.
Failure to pay the payment and/or late payments when due can subject the Company
to  cancellation  by  Consultant  hereunder. If this contract is canceled due to
non-payment  then  Consultant  will be eligible for expenses equal to 33% of the
amount  outstanding  for  collection costs as well as a termination fee equal to
one  months  billing  (at  the  pervious  month's  rate).


     All  third  party  and out-of-pocket expenses incurred by Consultant in the
performance of the Services shall be paid by the Company, or Consultant shall be
reimbursed  if paid by Consultant on behalf of the Company, within ten (10) days
of  receipt  of  written  notice  by  Consultant, provided that the Company must
approve  in  advance  all  such  expenses  in  excess  of  $1,000  per  month.


     The  Services  provided  by  Consultant  hereunder  will  be  performed  at
Consultant's  offices  except as otherwise mutually agreed by Consultant and the


     Consultant  will act as an independent contractor in the performance of its
duties  under  this  Agreement.  Accordingly, Consultant will be responsible for
payment  of  all federal, state, and local taxes on compensation paid under this
Agreement,  including  income and social security taxes, unemployment insurance,
and  any  other  taxes  due  relative to Consultant's Personnel, and any and all
business  license  fees as may be required. This Agreement neither expressly not
impliedly  creates  a  relationship  of  principal  and  agent,  or employee and
employer,  between Consultant's Personnel and the Company Neither Consultant nor
Consultant's  Personnel are authorized to enter into any agreements on behalf of
the  Company.  The  Company  expressly retains the right to approve, in its sole
discretion,  each  Asset  Opportunity  or  Business

Opportunity  introduced  by  Consultant,  and  to  make all final decisions with
respect  to  effecting  a

Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

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transaction on any Business Opportunity.


     This  Agreement  neither  expressly nor impliedly creates a relationship of
principal and agent between the Company and Consultant, or employee and employer
as  between  Consultant's  Personnel  and  the  Company.


     The  Company  and  Consultant  may  terminate  this  Agreement  before  the
expiration  of the Primary Term upon thirty (30) days written notice, so long as
termination  is  with mutual written consent. Absent mutual consent, and without
prejudice to any other remedy to which the terminating party may be entitled (if
any),  either  party  may terminate this Agreement with thirty (30) days written
notice  under  the  following  conditions:

     A.   By the Company.

            (i).  If  during the Primary Term of this Agreement or any Extension
                  Period,  Consultant  is  unable to provide the Services as set
                  forth herein for thirty (30) consecutive business days because
                  of  illness,  accident,  or  other  incapacity of Consultant's
                  Personnel;  or,

            (ii)  If  Consultant  willfully  breaches  the duties required to be
                  performed  hereunder,  or,

     B.   By Consultant.

            (i).  If  the  Company  breaches this Agreement or fails to make any
                  payments  or  provide  information  required  hereunder;  or,

            (ii). If  the  Company  ceases business or, other than in an Initial
                  Merger,  sells  a  controlling  interest  to a third party, or
                  agrees  to  a  consolidation  or merger of itself with or into
                  another corporation, or enters into such a transaction outside
                  of  the scope of this Agreement, or sells substantially all of
                  its  assets  to  another  corporation,  entity  or  individual
                  outside  of  the  scope  of  this  Agreement;  or,

           (iii). If  the  Company,  subsequent  to  the execution hereof, has a
                  receiver  appointed  for  its business or assets, or otherwise
                  becomes  insolvent or unable to timely satisfy its obligations
                  in  the ordinary course of business, including but not limited
                  to  the  obligation  to  pay  the  Consulting  Fee;  or,

            (iv). If the Company, subsequent to the execution hereof; institutes
                  or  makes  a  general assignment for the benefit of creditors,
                  has  instituted  against  it  any  bankruptcy  proceeding  for
                  reorganization  or  rearrangement  of  its  financial affairs,
                  files a petition in a court of bankruptcy, or is adjudicated a
                  bankrupt;  or,

            (v).  If  any of the disclosures made herein or subsequent hereto by
                  the  Company  to  Consultant  are  determined to be materially
                  false  or  misleading.

Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

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     Subject  to  the  provisions  herein,  the  Company and Consultant agree to
indemnify,  defend  and  hold  each other harmless from and against all demands,
claims,  actions,  losses,  damages,  liabilities, costs and expenses (including
without  limitation,  interest,  penalties  and  attorneys'  fees  and expenses)
asserted  against  or  imposed  or  incurred  by  either  party  by reason of or
resulting  from  any  action  by (or the breach of any representation, warranty,
covenant, condition, or agreement by) the other party to this Agreement


     Consultant  and  the  Company  acknowledge that in the event of a breach of
this  Agreement  by  either  party,  money  damages would be inadequate, and the
non-breaching  party  would  have no adequate remedy at law. Accordingly, in the
event  of  any  controversy  concerning  the  rights  or  obligations under this
Agreement,  such rights or obligations shall be enforceable in a court of equity
by  a  decree of specific performance. Such remedy, however, shall be cumulative
and  nonexclusive,  and  shall  be  in addition to any other remedy to which the
parties  may  be  entitled.


     A.   Subsequent  Events Consultant and the Company each agree to notify the
          ----------  ------
          other party if, subsequent to the date of this Agreement, either party
          incurs obligations which could compromise its' efforts and obligations
          under  this  Agreement.

     B.   Amendment This Agreement may be amended or modified at any time and in
          any  manner  only  by an instrument in writing executed by the parties

     C    Further  Actions  and  Assurances.  At any time and from time to time,
          -------  ------------  ----------
          each  party  agrees,  at  its or their expense, to take actions and to
          execute  and  deliver  documents  as  may  be  reasonably necessary to
          effectuate  the  purposes  of  this  Agreement.

     D.   Waiver.  Any failure of any party to this Agreement to comply with any
          of  its obligations, agreements, or conditions hereunder may be waived
          in  writing  by the party to whom such compliance is owed. The failure
          of  any  party  to  this  Agreement  to enforce at any time any of the
          provisions  of  this  Agreement  shall  in no way be construed to be a
          waiver  of  any  such provision or a waiver of the right of such party
          thereafter  to enforce each and every such provision. No waiver of any
          breach  of  or noncompliance with this Agreement shall be held to be a
          waiver  of  any  other  or  subsequent  breach  or  noncompliance

     E.   Assignment Neither this Agreement nor any right created by it shall be
          assignable  by  either  party without the prior written consent of the

     F.   Notices.  Any  notice  or other communication required or permitted by
          this  Agreement  must be in writing and shall be deemed to be properly
          given  when delivered in person to an officer of the other party, when
          deposited  in  the  United States mail for transmittal by certified or
          registered  mail,  postage  prepaid;  when  deposited  with  a  public
          telegraph  company  for  transmittal;  or  when  sent  by  facsimile
          transmission,  provided  that  the  communication  is  addressed:

Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

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            (i)   In  the  case  of  the  Consultant:

                  Business Executive Services, Inc.
                  4840 East Jasmine Street, Suite 110
                  Mesa, Arizona 85205
                  Telephone:     (480) 860-0011
                  Facsimile:     (480) 860-0800
                  Attention  President

            (ii)  In the case of the Company:

                  Telco Billing, Inc.
                  4840 East Jasmine Street, Suite 105
                  Mesa, Arizona 85205
                  Telephone:     (480) 654-9646
                  Facsimile:     (480) 654-9727
                  Attention:  President

          or  to  such  other  person  or  address  designated in writing by the
Company  or  Consultant  to  receive  notice.

     G    Headings  The  section  and  subsection headings in this Agreement are
          inserted  for  convenience  only  and  shall not affect in any way the
          meaning  or  interpretation  of  this  Agreement.

     H    Governing Law This Agreement was negotiated in and is being contracted
          for  in  Arizona,  and  shall  be governed by the laws of the State of
          Arizona,  and  the  United  States  of  America,  notwithstanding  any
          conflict-of-law  provision to the contrary. The parties hereby consent
          to  the  personal  jurisdiction  of the courts located in the State of

     I.   Binding  Effect.  This  Agreement  shall  be  binding upon the parties
          hereto  and  inure  to  the  benefit  of the parties, their respective
          heirs,  administrator,  executors,  successors,  and  assigns.

     J.   Entire Agreement. This Agreement contains the entire agreement between
          the  parties  hereto  and  supersedes  any  and  all prior agreements,
          arrangements,  or  understandings  between the parties relating to the
          subject  matter of this Agreement. No oral understandings, statements,
          promises,  or  inducements  contrary  to  the  terms of this Agreement
          exist.  No  representations,  warranties,  covenants,  or  conditions,
          express  or implied, other than as set forth herein, have been made by
          any  party.

     K.   Severability.  If  any part of this Agreement is deemed unenforceable,
          the  balance  of  the Agreement shall remain in full force and effect.

     L.   Counterparts.  A  facsimile,  telecopy,  or other reproduction of this
          Agreement  may be executed simultaneously in two or more counterparts,
          each  of  which shall be deemed an original, but all of which together
          shall  constitute  one and the same instrument, by one or more parties
          hereto and such executed copy may be delivered by facsimile or similar

Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

                                  Page 5 of 6
          instantaneous  electronic  transmission  device  pursuant to which the
          signature  of  or  on behalf of such party can be seen. In this event,
          such  execution  and  delivery  shall be considered valid, binding and
          effective  for  all  purposes. At the request of any party hereto, all
          parties  agree to execute an original of this Agreement as well as any
          facsimile,  telecopy  or  other  reproduction  hereof.

     M.   Time  is  of the Essence. Time is of the essence of this Agreement and
          of  each  and  every  provision  hereof.

IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date above

THE "CONSULTANT"                             THE "COMPANY"

BY:                                          BY:
---------------------------------------      -----------------------------------
Joe Susco, President                         Angelo Tullo, CEO/President

Mail Marketing Agreement between
Business Executive Service, Inc. & Telco Billing, Inc.
November 1, 2001

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