Intercallnet Inc Watch

from 8-K ~10 pages Pledge Agreement

from 8-K ~20 pages Security Agreement

from 8-K ~10 pages Material contract

from 10QSB ~10 pages Suarez Employment Agreement

from 10QSB ~10 pages Hopwood Employment Agreement

from 10QSB ~10 pages Brady Employment Agreement

from 10QSB ~10 pages Pacinelli Employment Agreement

from 10QSB ~10 pages Gerson Employment Agreement

from 10QSB 1 page Payroll Deferral - Brady

from 10QSB 1 page Payroll Deferral - Pacinelli

from 10QSB 1 page Payroll Deferral - Gershon

from 8-K ~5 pages Consulting Agreement

from 8-K ~50 pages Purchase Agreement

from SC 13D/A ~20 pages Registration Rights Agreement

from SC 13D/A ~10 pages Shareholders Agreement

from SC 13D/A ~10 pages Material contract

from SC 13D/A ~50 pages Stock Purchase Warrant Purchase Agreement

from 10QSB 1 page November 15, 2001 Stephanie L. Brady C/O Intercallnet, Inc. 6340 Nw 5th Way Fort Lauderdale, Florida 33309 Re: Repayment of Payroll Dear Ms. Brady; Please Accept This Letter as the Official Terms and Conditions Surrounding the Payroll Deferral Between You and Intercallnet, Inc. (The Company). You Have Agreed to Defer Drawing Payroll From the Company Commencing With the Payroll Period Dated November 23, 2001 Which Represents the Two Week Pay Period Ended November 16,2001. Such Payroll Deferral Will Continue Until the Company's Cash Flow Is Sufficient to Support the Payment of Payroll to You, as an Executive of the Company, but Shall Continue No Longer Than Through December 31, 2001. Interest Shall Accrue at a Rate of Prime Plus 2% on a Bi-Weekly Basis to Be Calculated Over the Time Period That Such Deferred Amounts Are Outstanding. When the Company's Cash Flow Is Sufficient to Support the Payment of Payroll to You as an Executive, Then Bi-Weekly Payroll Shall Resume. at Such Time, the Total Amount of the Deferred Payroll (Including Accrued Interest) Will Be Reviewed and the Repayment Terms Will Be Determined as Either a Lump Sum Repayment or Scheduled Payments Over a Specific Time Period Depending on the Financial Condition of the Company. Sincerely, Accepted By: /S/ George A. Pacinelli /S/ Stephanie L. Brady - George A. Pacinelli Stephanie L. Brady President Chief Financial Officer

from 10QSB 1 page November 15, 2001 George A. Pacinelli C/O Intercallnet, Inc. 6340 Nw 5th Way Fort Lauderdale, Florida 33309 Re: Repayment of Payroll Dear Mr. Pacinelli; Please Accept This Letter as the Official Terms and Conditions Surrounding the Payroll Deferral Between You and Intercallnet, Inc. (The Company). You Have Agreed to Defer Drawing Payroll From the Company Commencing With the Payroll Period Dated November 23, 2001 Which Represents the Two Week Pay Period Ended November 16,2001. Such Payroll Deferral Will Continue Until the Company's Cash Flow Is Sufficient to Support the Payment of Payroll to You, as an Executive of the Company, but Shall Continue No Longer Than Through December 31, 2001. Interest Shall Accrue at a Rate of Prime Plus 2% on a Bi-Weekly Basis to Be Calculated Over the Time Period That Such Deferred Amounts Are Outstanding. When the Company's Cash Flow Is Sufficient to Support the Payment of Payroll to You as an Executive, Then Bi-Weekly Payroll Shall Resume. at Such Time, the Total Amount of the Deferred Payroll (Including Accrued Interest) Will Be Reviewed and the Repayment Terms Will Be Determined as Either a Lump Sum Repayment or Scheduled Payments Over a Specific Time Period Depending on the Financial Condition of the Company. Sincerely, Accepted By: /S/ Scott R. Gershon /S/ George A. Pacinelli - Scott R. Gershon George A. Pacinelli Chief Executive Officer President

from 10QSB 1 page November 15, 2001 Scott R. Gershon C/O Intercallnet, Inc. 6340 Nw 5th Way Fort Lauderdale, Florida 33309 Re: Repayment of Payroll Dear Mr. Gershon; Please Accept This Letter as the Official Terms and Conditions Surrounding the Payroll Deferral Between You and Intercallnet, Inc. (The Company). You Have Agreed to Defer Drawing Payroll From the Company Commencing With the Payroll Period Dated November 23, 2001 Which Represents the Two Week Pay Period Ended November 16,2001. Such Payroll Deferral Will Continue Until the Company's Cash Flow Is Sufficient to Support the Payment of Payroll to You, as an Executive of the Company, but Shall Continue No Longer Than Through December 31, 2001. Interest Shall Accrue at a Rate of Prime Plus 2% on a Bi-Weekly Basis to Be Calculated Over the Time Period That Such Deferred Amounts Are Outstanding. When the Company's Cash Flow Is Sufficient to Support the Payment of Payroll to You as an Executive, Then Bi-Weekly Payroll Shall Resume. at Such Time, the Total Amount of the Deferred Payroll (Including Accrued Interest) Will Be Reviewed and the Repayment Terms Will Be Determined as Either a Lump Sum Repayment or Scheduled Payments Over a Specific Time Period Depending on the Financial Condition of the Company. Sincerely, Accepted By: /S/ George A. Pacinelli /S/ Scott R. Gershon - George A. Pacinelli Scott R. Gershon President Chief Executive Officer