Getting Started

To Get Started, first you must cut and paste this contract. Please fill it out along with the w-9 form. Send this by mail or fax to Brass unicorn. The address and fax number is listed in the contract. Then please email me and let me know that you have signed up so that I can schedule a training session with you.

The following two forms 1)The Independent Contractors Agreement and 2)the W9 forms must be printed (The W-9 form is located at the bottom of the page. Just click on the link.), fill out and either mail or fax to The Brass Unicorn II's main office. You will not receive your Rep ID until the office has received this paperwork.

The Brass Unicorn II
P.O. Box 4009
Fresno, Ca. 93744-4009

Fax # 800-754-8073
ATTN: Marilyn

Referred By Marilyn Thompson
CONTRACT AND AGREEMENT FOR INDEPENDENT CONTRACTORS

This agreement (the "Agreement") is made and entered into by and between Brass Unicorn II with its principal place of business located at P.O Box 4009, Fresno, CA 93744-4009 (hereinafter referred to as "the Company") and

(your name)________________________________________________________________________

whose address _____________________________________________________________________
(hereinafter referred to as "the Contractor").

System Phone number: (the number you want your calls to come in on) _____________________________

WHEREAS, the Company is in the business of providing information and operator services through interactive telephone lines (the network). and,

WHEREAS, the Contractor is an individual having special skills, training, and expertise in providing telephone and telemarketing services. and,

WHEREAS, in connection with its provision of services to the Network, the Company is willing to refer Callers to the Contractor as an independent contractor, and the Contractor as an independent contractor is willing to provide telemarketing and upsell services.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the receipt and adequacy of which are acknowledged, the parties agree as follows:

1. The Services. The Contractor shall provide upsell telemarketing by telephone to Callers whose calls are referred to, and accepted by the Contractor. The Contractor shall provide such services consistent with the Contractor's particular specialized skills, training and experience in telemarketing with results reasonably satisfactory to the Company.

2. Compensation and Payment. The company shall compensate the Contractor for the Services solely in accordance with the Compensation Schedule attached hereto and incorporated herein based on the actual telephone connect time for each call during which the Services are performed by the Contractor. Payments to the Contractor shall be made on a bimonthly basis and will be due within twenty days following receipt by the Company of its bimonthly telephone report from either the Company's service bureau or the long distance carrier, and the actual telephone connect time for each such call shall be as set forth therein. Accordingly, the Contractor is not required to submit time records to the Company. The Contractor shall not participate in any benefit plan or program of the Company, including, but not limited to, health insurance, life insurance, disability insurance, pension or profit sharing, workers' compensation, paid vacation or sick pay.

3. Equipment and Expenses. At all times during the term of this Agreement, the Contractor shall provide, at the Contractor's sole cost and expense, all of the equipment, materials, supplies and premises necessary to the performance of the Services, including, but not limited to a separate, designated, unlisted touch-tone telephone line without call waiting, voice mail or answering device, all necessary telephone and computer equipment, high speed internet connection, office supplies and any persons engaged or services contracted for.

4. Service Location. The Services to be provided by Contractor under this Agreement shall be performed at the Contractor's own home or place of business.

5. No Hours or Schedule. The Contractor shall have no obligation to perform or be available to perform the Services during any particular hours, or according to any particular routine or schedule, or to render Services or any particular amount of time, all of which shall be determined by the Contractor at her or his sole discretion.

6. No Supervision or Reporting. The Company shall not monitor, supervise, direct or control the Contractor in his or her performance of the Services except as set forth within the parameters of this agreement. The Company shall not require the Contractor to submit any reports concerning the services performed by the Contractor.

7. Services for Third Parties. Subject to the compliance by the Contractor with the provisions of Section 13 of this Agreement, the Contractor retains the right to provide services similar to the Services to other individuals, businesses or the general public.

8. Licenses. The Contractor shall, at her or his sole cost and expense, secure and maintain in effect continuously throughout the term hereof any licenses necessary in connection with the performance of the Contractor of the Services.

9. Compliance with Laws. The Contractor shall provide the Services in accordance with all applicable laws, regulations, ordinances and contracts applicable thereto. The Company has assembled certain guidelines to assist the Contractor in ensuring compliance with certain of the foregoing requirements which are contained in the accompanying information package, receipt of a copy of which as in effect on the date hereof Contractor acknowledges.

10. No Violation. The Contractor represents, warrants and agrees that the performance of the Services will not violate any contractual rights, trade secrets or other rights of any third party.

11. Assignment. The Contractor may delegate the performance of any of the Services to other individuals having specialized skills, training and expertise in providing telemarketing services.

12. Term and Termination. Each party may terminate this Agreement without cause at will. Each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party. In the event of termination or expiration, the Contractor shall be paid Contractor's usual compensation up to the effective date of termination or expiration according to the compensation schedule.

13. Nondisclosure and Nonsolicitaion. The Contractor shall not directly or indirectly disclose to any person other than a representative of the Company at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to the Company, including but not limited to customer lists, contracts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Furthermore, the Contractor agrees that during the term of this Agreement and for a period of one year following the termination or expiration of this Agreement, the Contractor shall not directly or indirectly solicit or attempt to solicit any Callers, customers or suppliers of the Company other than on behalf of the Company.

14. Independent Contractor Status. The Contractor and the Company agree that the Contractor shall at all times be an independent contractor and that no relationship of employer and employee, partners or other relationship is created or intended to be created by this Agreement for any purpose. The Contractor shall be treated as an independent contractor for all purposes, including without limitation for federal and state tax and other state and federal purposes. The Contractor assumes full responsibility for payment for all federal, state and local taxes imposed or required under unemployment insurance, self employment, social security and income tax laws upon compensation paid to the Contractor. The Contractor shall not hold herself or himself as an employee, partner or agent of the Company and shall have no authority to bind the Company in any manner whatsoever. The Contractor acknowledges that he or she has duly signed and returned to the Company form W-9 and all compensation paid to Contractor under this Agreement will be reported annually to the Internal Revenue Service on Form 1099, of which the Contractor shall receive a copy.

15. Indemnification of Company. The Contractor shall indemnify the Company against all liability, loss or damages, including consequential and incidental damages, and against all claim or actions based on or arising out of damage or injury (including death) caused by or sustained in connection with the performance by the Contractor of the Service, or based on any violation of any stature, ordinance, regulation, contract or credit card theft, and the defense of any such claims or actions including attorneys fees. The Contractor shall also indemnify the Company against all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to the Contractor's performance of this agreement.

16. Miscellaneous. This Agreement contains the entire understanding of the parties with respect to all matters referred to herein and may not be changed, amended, modified or waived orally but only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, or amendment is sought. This Agreement shall be construed under the laws of the State of California and Fresno County, California. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. The heading to the sections of this Agreement are for reference only and shall not affect its construction or interpretation.

17. Remedies for Breach. In the event of a breach of this Agreement by the Contractor, the Contractor agrees that the Company may exercise any remedy available at law or in equity, each of which shall be cumulative and may be exercised at any time. For any breach of the restrictions contained in Section 13 of this Agreement, money damages would not be a sufficient remedy and that the Company shall be entitled to specific performance and injunctive relief as a remedy for the Contractor's breach thereof, in addition to all other remedies available at law or in equity.

18. Notices. Any notice, request, demand, consent, waiver or other communication which either party may wish to serve or, may be required to serve on the other party shall be in writing and shall be served by personal delivery, by facsimile, by prepaid recognized overnight air express delivery, by prepaid certified mail, return receipt requested, or by prepaid telegram addressed to such party at the address set forth at the beginning of this agreement, and if to the Company, a copy of any such communication shall be sent to Brass Unicorn II P.O Box 4009 Fresno CA 93744-4009.

IN WITNESS WHEREOF, the parties have executed this agreement on this _______day of _________,(YR)_____

The Contractor___________________________ The Company _______________________________
(signature)

Compensation Schedule

BUII pays its independent contractors according to the data downloaded directly from AT&T via its service bureau. Independent contractors are only paid for the number of minutes shown in this data for each extension. BUII does not compensate any contractor according to the independent contractor's calculations. BUII compensates its independent contractors according to the following structure. Representatives recieve .21 cents per connected "talk" minute.

Compensation is issued every week, with a two week delay and/or is issued the day we recieve funding from our call supplier. Bu2 will not compensate if the time accrude is under 30 minutes for a week. If the amount owed to you is less than $5.00 dollars, BUII reserves the right to hold compensation until additional time is accrued. Note: Weekends and Holidays can occasionally interfere with compensation on these dates, however every effort is made to deliver compensation in a timely fashion.

AS OF 01/14/2002
Currently we are paying out every week at with about a 14 day delay. This is of course determined by when we receive our funding for the second week. If it gets to us earlier than we can pay earlier. If it gets to us later than we must all wait until the funds are delivered. Now, you must do a minimum of 30 minutes per week in order for us to pay you for that week. Starting on 01/02/2002 all VCC extensions will be set at a base rate of .21 cents per minute with a bonus structure as follows:

Base rate of .21cents per minute. up to 400 minutes a week
.23cents per minute for 400-999 minutes per week.
.24cents for over 1000 minutes per week.
If your conversion is less than 14% your rate of pay will be dropped by .01cents.
If your conversion is over 16% your rate of pay will be added an additional .01cents.

Direct Deposit

Direct deposit can speed up the receipt of your compensation by as much as a week. The first pay period after we apply for your direct deposit is called a 'pre-roll' period. You will receive a regular compensation check, but behind the scenes the banks are verifying that we have a valid account in which to transfer the funds. After the pre-roll period, your compensation will be deposited directly into the account you specify on the evening that we run our pay roll. You will receive in the mail a 'non transferable voucher' a few days afterwards telling you how your compensation was figured. Participation in direct deposit is optional.

Authorization for Direct Deposit
(Optional)

I ________________________________ hereby authorize The Brass Unicorn II to deposit my compensation directly into my bank account electronically.

Social Security Number: ___________________________

Bank Transfer Number:___________________________ Checking?____ Savings?_____
(Get this 9 digit number from your bank.

Account Number:_________________________________
(Your bank account number)

I acknowledge the fee of Two Dollars per pay period for this service.

Sign:_______________________________ Date:_______________

Referred By: Marilyn Thompson