EXCEL PUBLISHING INC
LETTER OF INTENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex8k021902excelpub.txt
<DESCRIPTION>LETTER OF INTENT
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Exhibit 10

                             Excel Publishing, Inc.
                                2250 West Center
                             Springville, Utah 84663

February 19, 2002



ANF Telecast, Inc.
Harold Fletcher, CEO
11687 Bellagio Road, Suite #2
Los Angeles, CA  90049

RE:      Letter of Intent to Acquire 100% of the issued and outstanding common
         shares of ANF Telecast, Inc.

Dear Mr. Fletcher:

This letter will confirm our recent discussions relative to the proposed
acquisition by Excel Publishing, Inc. ("Excel") of 100% of the issued and
outstanding common shares of ANF Telecast, Inc. ("ANF"). The objective of our
discussions has been the execution and consummation, as soon as is practical, of
a formal share exchange agreement between Excel and ANF.

I.  Intent of the Parties

         A. Except as otherwise provided herein, this letter shall not
         constitute an agreement or binding obligation of the parties which sign
         this letter or which otherwise are or may become parties to the
         transactions described herein, but constitutes only an expression of
         the intention of the parties to proceed in accordance with the terms of
         this letter. Except as expressly provided in this letter, any binding
         agreements between or among the parties shall be evidenced only by a
         definitive written share exchange agreement (Exchange Agreement), as to
         corporate parties, approved by the directors and, as necessary the
         shareholders of those entities.

         Excel and ANF hereby mutually agree to pursue and negotiate in good
         faith a formal share exchange agreement that will be satisfactory in
         all respects, in form and in substance, to both parties.

         B. The exchange agreement will provide for, but not be limited to, the
         various understandings as set forth below:

         1.       Delivery of customary legal opinions, closing certificates and
                  other necessary documentation.

         2.       Provide that each party shall be responsible for its costs and
                  expenses, including attorney's fees, incurred in connection
                  with the transaction contemplated herein.

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         3.       Provide that the related parties and their affiliates will
                  cooperate in the preparation and expeditious filing of
                  information to governmental authorities, required or helpful
                  to effectuate the transaction contemplated herein.

II. Terms and Conditions

         A.       Excel will acquire 100% of the issued and outstanding common
                  and preferred shares of ANF in exchange for 6,000,000 shares
                  of the common stock of Excel. This exchange of shares is
                  intended to qualify as a tax-free reorganization under Section
                  368 of the Internal Revenue Code such that the shares of Excel
                  received by the shareholders of ANF will be exchanged on a
                  tax-free basis. The shares to be issued by Excel will be
                  "restricted securities" as defined by Rule 144 under the
                  Securities Act of 1933, and an appropriate legend will be
                  placed upon the certificates representing such shares.

         B.       At closing, Excel shareholders will cancel all but 2,000,000
                  shares of the issued and outstanding common shares of Excel.

         C.       At closing, the authorized shares for Excel will be 50,000,000
                  authorized common shares, par value $0.001and 5,000,000
                  authorized Preferred Shares, par value $0.001.

         D.       After the closing of the proposed share exchange agreement the
                  capital structure of Excel shall be as follows:

                        Common Stock Outstanding
                        ANF Telecast, Inc. Current Shareholders      6,000,000
                        Excel Current Shareholders                   2,000,000
                                                                     ---------
                                 Total Common Shares Outstanding     8,000,000

         E.       The current officer and director of Excel will submit his
                  resignation as officer and director effective the closing date
                  and will appoint persons designated by ANF to fill such
                  vacancies until their term of office expires or they are
                  otherwise replaced in accordance with the by-laws of Excel.

         F.       At closing, the name of Excel shall be changed to a name
                  selected by mutual consent of Excel and ANF in accordance with
                  the by-laws of Excel and applicable regulatory requirements.

         G.       The closing shall be subject to securing a commitment for
                  financing acceptable to both parties of not less than $1
                  million.

         H.       Additional representations of Excel at closing shall be as
                  follows:

                  a.       Excel will have $0 liabilities and $0 assets.

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                  b.       Excel shall be in good standing in its state of
                           domicile and shall be duly qualified to do business
                           as a foreign corporation in those jurisdictions,
                           which require such qualification.

                  c.       Excel will be current in all of its filing
                           requirements as to all tax, securities or other
                           reports required under laws to which it is subject,
                           and shall deliver copies of these reports to ANF
                           along with copies of its past and current audited
                           financial statements.

                  d.       Excel shall make customary representations, including
                           but not limited to, representations and warranties
                           that it has no liabilities and that it is not a party
                           to any litigation.

                  e.       Excel shall be free from any material pending or
                           threatened litigation, claims, or contingent
                           liabilities.

                  f.       There shall be no change in the current outstanding
                           capital structure of Excel including outstanding
                           shares, options, warrants or related matters, except
                           as referred to herein.

         I.       Representations of ANF at closing shall be as follows:

                  a.       ANF shall be in good standing in its state of
                           domicile and shall be duly qualified to do business
                           as a foreign corporation in those jurisdictions that
                           require such qualification. ANF shall be free from
                           any material pending or threatened litigation,
                           claims, or contingent liabilities.

                  b.       ANF shall be in current and good standing with
                           respect to all material contracts to which it is a
                           party.

                  c.       ANF shall provide financial statements and interim
                           financial statements from inception which have been
                           prepared by an SEC authorized accounting firm in
                           accordance with generally accepted accounting
                           principles and in compliance with Regulations S-X as
                           promulgated by the Securities and Exchange
                           Commission. Such accounting firm will make written
                           representations that the required audited financial
                           statements will be completed within sixty days of the
                           closing of the proposed share exchange.

                  d.       As a condition to the Closing, ANF will obtain all
                           necessary shareholder and Board approvals for the
                           proposed transaction.

         J.       This proposed transaction is highly confidential and no party
                  to this transaction shall release any information to the
                  public or the media without the consent of the other party.

         K.       After the closing, ANF agrees to submit the appropriate
                  application and fees to have the company listed in Standard &
                  Poors.

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         L.       ANF agrees to conduct their business in accordance with the
                  ordinary, usual and normal course of business heretofore
                  conducted by them. Thus, there may be no material adverse
                  changes in the business of ANF from the date hereof through
                  the closing of the transaction.

         M.       All parties hereto agree to take whatever reasonable steps are
                  required to facilitate the consummation of the transaction
                  contemplated herein, including but not limited to the
                  providing of all relevant information regarding the parties
                  hereto.

         N.       Upon the signing of this "Letter of Intent," Excel and the ANF
                  will immediately begin to prepare an Exchange Agreement, which
                  shall contain provisions in accord with this letter together
                  with such further appropriate terms and conditions as legal
                  counsel and the parties may mutually determine. The Exchange
                  Agreement shall be subject to the approval of the respective
                  shareholders and boards of directors of Excel and ANF.

         O.       Pending execution of the Exchange Agreement contemplated by
                  this Letter of Intent, neither Excel nor ANF will negotiate
                  with any other corporation, firm or person with respect to the
                  possible acquisition of the assets or stock of either Excel or
                  ANF, or any other matters described herein, provided that this
                  restriction shall expire upon the expiration of this Letter of
                  Intent.

         P.       Due diligence reviews by each party shall be a condition of
                  closing. The parties hereto agree to cooperate with each other
                  in the performance of their respective due diligence reviews.

         Q.       It is understood that the terms set forth in this letter may
                  not constitute all of the material terms which will be
                  included in the Exchange Agreement. The targeted deadlines for
                  the Exchange Agreement are as follows:

                  a.       Execute Final Agreement March 1, 2002
                  b.       Closing Date March 15, 2002

                  If the proposed transaction has not been closed by 5:00 p.m.
                  PST March 30, 2002, or extended in writing by all parties to
                  this agreement, then this Letter of Intent will become null
                  and void. In the event that Excel and ANF fail to agree on
                  terms and conditions and provisions of the Exchange Agreement,
                  other than as set forth herein, prior to the expiration of the
                  Letter Intent, neither Excel nor ANF shall have any liability
                  or obligation to the other for damages, expenses, failure to
                  agree upon a final Exchange Agreement or in any other way if
                  the intended Exchange Agreement is not signed on or before the
                  date of expiration of this Letter of Intent.

         R.       Other terms and conditions of the Exchange Agreement are to be
                  negotiated in good faith and are to be mutually agreed upon by
                  both parties.

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         S.       It is agreed between the parties that:

                  a.       The parties hereto have the right and authority to
                           enter into this Letter of Intent.

                  b.       Time is of the essence and that each party will use
                           its best efforts to finalize the Exchange Agreement
                           on or before March 1, 2002.

                  c.       Both parties agree that signed fax copies of
                           signatures and documents including counterpart
                           signatures shall be acceptable as agreement of
                           intent.

                  d.       Each of the parties will be responsible for its own
                           expenses in connection with the transactions
                           contemplated herein. Each party will employ its own
                           professionals, including counsel and accounting
                           professionals.

                  e.       The effective date of this Letter of Intent shall be
                           the later of the dates signed by the parties
                           evidenced below.

                  f.       This Letter of Intent and the final Exchange
                           Agreement and the documents and instruments delivered
                           pursuant thereto shall be governed by and construed
                           in accordance with the laws of the State of Nevada.

If the foregoing accurately reflects our discussions, please execute and return
to each of the undersigned an executed copy of this agreement.

ACCEPTED AND AGREED TO:

Excel Publishing, Inc.                           ANF Telecast, Inc.


By: /s/ Steven White                             By: /s/ Harold Fletcher
    --------------------------                      ------------------------
Steven White, President                          Harold Fletcher, President

Dated: February 19, 2002                         Dated: February 19, 2002


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