EXHIBIT 7.3

                                  FEE AGREEMENT








                                  FEE AGREEMENT



         For and in consideration of mutual benefits,  detriments, and promises,
the  adequacy  of which is  hereby  acknowledged,  the  parties  hereto,  Walter
Galdenzi  ("WG"),  Business  Exchange  Holding  Corporation  ("BEHC"),  Hometown
Investments,  Inc.  ("HI"),  and Jarrold R. Bachman ("JB"),  hereby covenant and
agree as follows:

         1. JB, HI, and BEHC have provided  valuable  services and assistance in
negotiating  the  acquisition  of  the  contract  of  JNS  Marketing,  Inc.  and
consulting in structuring  and closing the transaction and arranging for listing
for trading.

         2. WG agrees that in consideration for the services rendered,  WG shall
pay JB, HIC, and BEHC the sum of $50,000 as follows:  $50,000 upon  approval for
trading of JNS Marketing,  Inc. by the NASD on the OTC Bulletin  Board,  through
the filing of a 15c2-11 Disclosure Statement. Payment is due within 3 days after
NASD approval.

         3. HIC,  BEHC,  and JB agree to use best  efforts to promptly  file and
pursue the approval of the 15c2-11 Disclosure  Statement of JNS Marketing,  Inc.
for trading on the OTC Bulletin Board.

         4. In the event it is  necessary  to commence  legal  action to enforce
this Agreement, then the prevailing party shall be entitled to an award of legal
fees and costs.

         5. Venue and  jurisdiction  shall be in Denver County  District  Court,
State of Colorado.

         6. Any amendment to this Agreement must be in writing and signed by all
parties to be effective.

         Dated:  ________________

BUSINESS EXCHANGE HOLDING CORP.


By: __________________________                   _________________________
                                                 Walter Galdenzi


                                                 HOMETOWN INVESTMENTS, INC.


_______________________________                  By: ______________________
Jarrold R. Bachman