FRANCHISE AGREEMENT

EXHIBIT 10.2
REZcity.com
REZcity Plus
A Division of Rezconnect Technologies, Inc.


FRANCHISE AGREEMENT


EXHIBIT B TO THE OFFERING CIRCULAR





















THIS CONTRACT IS SUBJECT TO ARBITRATION
---------------------------------------




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TABLE OF CONTENTS


I. GRANT.................................................................2

II. TERRITORY.............................................................2

III. TERM AND RENEWAL......................................................3

IV. BUSINESS LOCATION.....................................................4

V. TRAINING AND ASSISTANCE...............................................5

VI. USE OF SYSTEM AND MARKS...............................................6

VII. OPERATIONS MANUAL.....................................................7

VIII. CONFIDENTIAL INFORMATION..............................................7

IX. MODIFICATION OF THE SYSTEM............................................8

X. ADVERTISING...........................................................8

XI. PAYMENTS TO FRANCHISEE................................................9

XII. BILLING, ACCOUNTING AND RECORDS.......................................9

XIII. STANDARDS OF QUALITY AND PERFORMANCE.................................10

XIV. FRANCHISOR'S OPERATIONS ASSISTANCE...................................11

XV. INSURANCE............................................................12

XVI. COVENANTS............................................................14

XVII. DEFAULT AND TERMINATION..............................................15

XVIII. RIGHTS AND DUTIES OF PARTIES UPON EXPIRATION OR TERMINATION..........17

XIX. TRANSFERABILITY OF INTEREST..........................................18

XX. DEATH OR INCAPACITY OF FRANCHISEE....................................20

XXI. RIGHT OF FIRST REFUSAL...............................................21

XXII. INDEPENDENT CONTRACTOR AND INDEMNIFICATION...........................21

XXIII. NON-WAIVER...........................................................22

XXIV. NOTICES..............................................................22

XXV. COST OF ENFORCEMENT OR DEFENSE.......................................23

XXVI. APPROVALS............................................................23

XXVII. ENTIRE AGREEMENT.....................................................23

XXVIII.SEVERABILITY AND CONSTRUCTION........................................24

XXIX. APPLICABLE LAW.......................................................24

XXX. ARBITRATION..........................................................25

XXXI. FORCE MAJEURE........................................................26

XXXII. FRANCHISEE DEFINED; GUARANTY.........................................26

XXXIII.CAVEAT...............................................................26


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XXXIV. ACKNOWLEDGMENTS......................................................26

EXHIBITS
--------

A. MAP OF TERRITORY B. COMMISSION SCHEDULE
C. GUARANTY AND ASSUMPTION OF OBLIGATIONS D. PROMISSORY NOTE


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RezConnect Technologies, Inc.

FRANCHISE AGREEMENT

This Franchise Agreement (this "Agreement"), made this ____ day of
___________, 20___ by and between RezConnect Technologies, Inc., a company
operating under the laws of the State of New York, and having its principal
place of business at 560 Sylvan Avenue, Englewood Cliffs, New Jersey 07632
(hereinafter referred to as "RezCity.com" or "Franchisor"), and
__________________________ an individual/partnership/corporation/limited
liability company established in the State of ____________, whose principal
address is __________________________________________________ (hereinafter
referred to as "Franchisee").

W I T N E S S E T H:

WHEREAS, Franchisor has developed a system ("System"), identified by
the Mark "RezCity.com" relating to the establishment, development and operation
of a business specializing in the sale of Internet based marketing tools such as
banner advertisements on the home page and calendar pages of the REZcity.com
website, content licensing, creating websites with unlimited pages featuring a
shopping cart order system and other forms of Internet Advertising. In addition
to the services described, the franchisee can elect to operate a consignment
business online and provide an auction model through the eBAY Marketplace
(Hereby described as REZcity Plus). We all provide tools such as real-time
reservations, confirmations and appointment scheduling, business-to-consumer
negotiating of retail products and services. Other services include search
engine submission and domain name site registration. All of these services are
designed for small to medium sized businesses and local community organizations.
Our travel services feature online 24/7 reservations/bookings for Airlines,
Hotels, Cars, Limos, Tours and Cruises products with over 55 bookable engines
("Services")
WHEREAS, the distinguishing characteristics of the System include,
without limitation, the RezCity.com home page located at http://www.rezcity.com
featuring "city guides" for over fifty three thousand (53,000) cities and
communities; the proprietary Internet marketing package which includes the
Services, the RezCity.com Confidential Operations Manual ("Manual"); methods for
recruiting, hiring and training employees; inventory, cost controls, record
keeping, all of which may be changed, improved and further developed by
Franchisor from time to time; and

WHEREAS, Franchisor is the owner of the right, title and interest,
together with all the goodwill connected thereto, in and to the trademarks
"RezConnect.com" and "RezCity.com" and other trademarks, domain names, service
marks and trade dress, associated logos, commercial symbols, trade names,
trademarks, service marks and trade dress as are now, or in the future,
designated as an integral part of the System (the "Mark[s]"); and

WHEREAS, Franchisee understands and acknowledges the importance of
Franchisor's high and uniform standards of quality, operations and service and
the necessity of operating the Franchised Business in strict conformity with
Franchisor's standards and specifications; and

WHEREAS, Franchisor is the licensee of certain proprietary software
from 411Web.com, Inc., with the right to sub-license the software to its
franchisees; and

WHEREAS, Franchisor expressly disclaims the making of and Franchisee
acknowledges that it has not received nor relied upon any warranty or guarantee,
express or implied, as to the revenues, profits or success of the business
venture contemplated by this Agreement. Franchisee acknowledges that it has read
this Agreement and Franchisor's Uniform Franchise Offering Circular and that it
has no knowledge of any representation by Franchisor or its officers, directors,
shareholders, employees or agents that are contrary to the statements made in

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Franchisor's Uniform Franchise Offering Circular or to the terms hereof.

NOW, THEREFORE, the parties, in consideration of the undertakings and
commitments of each party to the other set forth in this Agreement, hereby agree
as follows:

I. GRANT
-----

A Franchisor hereby grants to Franchisee, subject to the terms
and conditions hereof, the right and license to operate a business offering the
Services to local businesses, community organizations, not-for-profit's,
merchants and professionals within their franchised territory.
B In consideration of the payments received and the mutual
covenants contained in this Agreement, Franchisor hereby grants to Franchisee,
and Franchisee hereby accepts, a license for the territory hereinafter
described. Franchisor hereby grants to Franchisee, and Franchisee hereby
accepts, the right, license and privilege of using "RezCity.com" and
"RezConnect.com" and other Marks of Franchisor solely and only upon and in
connection with activities authorized under this Agreement. Franchisee agrees
not to make or authorize any use, direct or indirect, of the Marks for any other
purpose or in any other way. Franchisee acknowledges that Franchisor may grant
other licenses for the use of the Marks or utilize the Marks in any manner
whatsoever subject to the provisions of this Agreement.

II. TERRITORY
---------

A The territory granted shall be as described on Exhibit A
("Territory"). During this Agreement term, Franchisor will not establish or
license any other person or entity to provide Internet advertising services or
other related services operating under the RezCity.com trademark and utilizing
the System within the Territory; provided, however, that Franchisor shall retain
the right:

1. to establish other Franchises at any location outside of
Franchisee's Territory, as Franchisor, in its sole discretion, deems
appropriate;

2. to establish, and license others to establish businesses
under other systems using other proprietary marks, which businesses may offer or
sell services and products which are competitive with or different from those
services and products offered by the Franchised Business, and which businesses
may be located within or outside the Territory; Rezconnect Technology which
consists of a Net-to-Phone-to-Net application and WEB 2 Web applications are and
will be used by various companies and websites which may compete directly with
the franchisee in his market or on the Internet. We are not providing exclusive
use of the applications to Franchisees but will not offer our technology using
REZcity platform other than thru the Franchisee.

3. to contract with sales organizations and other Sales
Consultant(s) to allow the Sales Consultants and its sales force to engage in
the sale of Internet advertising including the Services; provided, however, that
Sales Consultants shall not be licensed to utilize the RezCity.com trademark as
its principal trade name under which it operates, but may be permitted to
identify itself as a "RezCity.com-Authorized Dealer"; provided further, that the
Franchisee shall receive a commission based upon the sale of Services and other
Internet advertising by each Sales Consultant occurring in Franchisee's
Territory in accordance with Section V of this Agreement. Sales organization is
optional and not required for franchisee to accept, unless already in
marketplace and all deals will continue.

B Upon execution of this Agreement , Franchisee shall pay a
franchise fee ("Franchise Fee") to Franchisor of
___________________________________ DOLLARS ($_________). Said Franchise Fee
shall be deemed fully earned and non-refundable upon execution of this Agreement


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as consideration for expenses incurred by Franchisor in furnishing assistance
and services to Franchisee and for Franchisor's lost or deferred opportunity to
grant this franchise to other third parties, except as may be specifically
provided in this Agreement and/or any exhibit attached hereto.

The initial franchise fee is based on a per unit sale. A unit can be
defined as a town or city with a population of 25,000 or less. For a town or
city with 25,000 or less in population, the franchise fee is $1,500. For towns
or cities greater than 25,000 in population, a surcharge of $0.06 per person in
population is charged. For example, if a town or city has 15,000 in population,
the franchise fee would be $1,500; For a town with 30,000 in population, the
franchise fee would be $1,800. The franchise fee is due and payable immediately
upon execution of the Franchise Agreement. The population is based on the most
current U.S. Census Bureau statistics. In the event a Franchisee selects REZcity
Plus, they are required to purchase a minimum of three (3) contiguous units at a
minimum cost of $4,500.

Upon the commencement of Franchisee's Franchised Business, Franchisee
shall pay to Franchisor a "Web Hosting Fee" totaling One Hundred Fifty Dollars
($150.00) for each franchised unit. The Web Hosting Fee is an annual fee, due
from Franchisee to Franchisor on each anniversary year of the signed franchise
Agreement. The Web Hosting Fee will increase each year (5%), to reimburse
Franchisor for its costs, including labor, maintenance and communications,
related to web hosting. If Franchisee does not pay re-occurring hosting fee,
franchisee will be in default of the Franchise Agreement.

C Franchisee acknowledges that because complete and detailed
uniformity under many varying conditions may not be possible or practical,
Franchisor specifically reserves the right and privilege, at its sole discretion
and as it may deem in the best interests of all concerned in any specific
instance, to vary standards for any System franchisee based upon the
peculiarities of the particular site or circumstance, population of trade area,
density of population, business potential, existing business practices or any
other condition which Franchisor deems to be of importance to the successful
operation of such franchisee's business. Franchisee shall not be entitled to
require Franchisor to disclose or grant to Franchisee a like or similar
variation hereunder.

III. TERM AND RENEWAL
----------------

A This Agreement shall be effective and binding for an initial
term of five (5) years from the date of its execution.

B Franchisee shall have the right to renew this franchise at the
expiration of the initial term of the franchise for two (2) additional
successive terms of five (5) years each, provided that all of the following
conditions have been fulfilled:

1. Franchisee has, during the entire term of this Agreement,
substantially complied with all its provisions;

2. Franchisee has given notice of renewal to Franchisor as
provided below;

3. Franchisee has satisfied all monetary obligations owed by
Franchisee to Franchisor, or any affiliate of Franchisor, and has timely met
these obligations throughout the term of this Agreement;

4. Upon renewal, Franchisee has executed Franchisor's
then-current form of the Franchise Agreement or has executed renewal documents
at Franchisor's election (with appropriate modifications to reflect the fact
that the Franchise Agreement relates to the grant of a renewal franchise), which


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Franchise Agreement shall supersede this Agreement in all respects, and the
terms of which may differ from the terms of this Agreement including, without
limitation, a different percentage Sales Commission; provided, however,
Franchisee shall not be required to pay the then-current initial Franchise Fee
or its equivalent; and

5. Franchisee has complied with Franchisor's then-current
qualifications and training requirements.

C If Franchisee desires to renew this franchise at the
expiration of this Agreement, Franchisee shall give Franchisor written notice of
its desire to renew at least six (6) months, but not more than twelve (12)
months, prior to the expiration of the initial term of this Agreement. Within
thirty (30) days after its receipt of such timely notice, Franchisor shall
furnish Franchisee with written notice of Franchisee's right to obtain a renewal
franchise. If the notice indicates that Franchisor will permit Franchisee to
obtain a renewal franchise, Franchisee's right to obtain a renewal franchise
will be contingent on continued full compliance with this Agreement and any
other agreement between Franchisee and Franchisor and/or Franchisor's
affiliates. If, during the term of this Agreement, Franchisee has failed to
substantially comply with this Agreement, Franchisor may refuse to grant
Franchisee a renewal agreement. Franchisor will provide notice which states the
reasons for Franchisor's decision. If Franchisor determines that Franchisee is
not eligible to obtain a renewal franchise, but that the nature of the
noncompliance may be cured so that Franchisor is willing to consider granting
Franchisee a renewal franchise, Franchisor will notify Franchisee accordingly.
Franchisee will be eligible for a renewal franchise if Franchisee has cured the
noncompliance within thirty (30) days of Franchisor's notice of noncompliance to
Franchisee.

IV. BUSINESS LOCATION
-----------------

A Franchisee must locate the business office for the Franchised
Business from a premises which is located within the Territory ("Premises").
Franchisee's acceptance of a franchise for the operation of a Franchised
Business at the location of the Premises is based on Franchisee's own
independent investigation of its suitability for a Franchised Business.
Franchisee may establish the office for the Franchised Business within the
majority owner's residence (subject to local zoning laws). Franchisor does not
evaluate the location. If a Franchisee selects REZcity Plus, Franchisee is
required to lease a storage facility that is located within the same territory
as the Franchised Business.

B Franchisee agrees, at its expense, to do or cause to be done
the following within ninety (90) days after the date of this Agreement:

1. obtain all required building, utility, sign, health, and
business permits and licenses and any other required permits and licenses, if
any;

2. construct all required improvements to the Premises, and
decorate Franchisee's Premises in compliance with layouts and specifications
approved by Franchisor, if any;

3. purchase and install all required computer equipment,
furniture, furnishings and signs;

4. purchase the opening inventory of office supplies; and

5. hire personnel required for Franchisee's Franchised Business,
if any.

C Franchisee must not open the Franchised Business and commence
business until:

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1. all of the obligations pursuant to the other provisions of
Section IV. of this Agreement have been fulfilled;

2. Franchisor has received a fully executed form of collateral
assignment of telephone numbers and listings, if required;

3. Franchisee and its personnel have satisfactorily completed
initial training;

.........4. Franchisee has furnished Franchisor with certification that
all required building, utility, sign, health, sanitation, business and other
permits and licenses have been obtained from any applicable governmental
authority, including any certificate of occupancy and approvals necessary to
operate a business (if any); and

.........5. Franchisor has been furnished with copies of all insurance
policies required by this Agreement, or such other evidence of insurance
coverage and payment of premiums as Franchisor may request.

D........Franchisee must comply with these conditions and be prepared
to open the Franchised Business within one hundred twenty (120) days after
signing this Agreement and only after having satisfactorily completed the
initial training program as specified in Section V.

V. TRAINING AND ASSISTANCE
-----------------------

A Franchisor shall make training available to Franchisee and its
manager, who shall successfully complete each required training and
familiarization course conducted. Initial training shall cover aspects of the
operation of a Franchised Business, and shall be conducted in three (3) phases
("Phase[s] I - III"):


Phase I This Phase is a self-study course lasting several
days depending upon Franchisee's technical background
and time spent each day reviewing the materials.
Franchisee must pass a proficiency examination over
the Internet via an online tutorial program to
successfully complete Phase I.

Phase II For REZcity: This Phase lasts twelve (12) hours over
several weeks online. Franchisee may elect to visit
REZcity.com Corporate Headquarters, or any other
location that the Franchisor operates from including a
location selected by the Area Representative, if one
exits in franchisee's market for in-class training.
In-class training is recommended but not mandatory.
This Phase is designed to provide Franchisee with an
understanding of products and services as well as
sales and public relations skills.

For REZcity Plus: This Phase lasts eighteen (18) hours
over several weeks online. Franchisee may elect to
visit REZcity.com Corporate Headquarters, or any other
location that the Franchisor operates from including a
location selected by the Area Representative, if one
exists in franchisee's market for in-class training.
In-Class training is recommended but not mandatory.
This Phase begins with twelve (12) hours of
REZcity.com training and is followed by an additional
six (6) hours of training on the auction program.

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Phase III Prior to beginning operation, Franchisor or its Area
Representative shall provide Franchisee with
counseling and offer its experience and knowledge on
pertinent issues Franchisee has in establishing the
Franchised Business. Franchisor shall be available
during normal business hours and can be reached by
fax, telephone and/or the Internet.

If Franchisee selects in-house training, all expenses of attendance at
the initial training by Franchisee and its employees including, without
limitation, travel, and room and board expenses, shall be the sole
responsibility of Franchisee. If Franchisee selects online training, the only
expense associated is a long distance telephone call into the conference line.

B As part of ongoing assistance, Franchisor will make available
a telephone line which Franchisee may use to communicate with Franchisor during
normal business hours to request advice regarding sales matters, business or
technical issues.

C Franchisor may provide and may require that previously trained
and experienced Franchisees or their managers or employees
attend and successfully complete refresher training programs
or seminars; provided online or in-house.
VI. USE OF SYSTEM AND MARKS
-----------------------

A Franchisee acknowledges that the name "REZcity.com" and
"REZconnect.com"" and the Marks licensed hereunder are owned by Franchisor and
Franchisee further acknowledges that valuable goodwill is attached to such trade
names, trademarks and service marks and that Franchisee will use same only in
the manner and to the extent specified by this Agreement.

B Franchisee acknowledges, and will not c ontest, Franchisor's or
any affiliate's exclusive ownership and rights to each and every aspect of the
System. Franchisee's right to market the System and establish the Franchised
Businesses is specifically limited to the Territory, and is subject to the
supervision and control of Franchisor as provided herein. Said right shall
terminate upon the expiration or termination of this Agreement.

C Franchisee acknowledges that Franchisor's Marks constitute a
significant aspect of the System. Without Franchisor's written approval,
Franchisee agrees that such Marks will not be used as the name, or part of any
name, of any corporation, partnership or any entity of proprietorship under
which Franchisee transacts business. Franchisee's use of the Marks are subject
to the control and approval of Franchisor in every other respect.

D If a claim is asserted by others of a prior use of the Marks
with respect to a similar business within the Territory, Franchisor may require
Franchisee to participate in the defense of such claims, at Franchisor's
expense. Franchisee shall give written notice to Franchisor within five (5) days
of acquiring knowledge concerning the use by others within the Territory of the
same or confusingly similar names and Marks.

E If Franchisor at any time, in its sole discretion, determines
that it is advisable for Franchisee to modify or discontinue use of any Marks,
and/or use one or more additional or substantive trade names, trademarks,
service marks or other commercial symbols, Franchisee agrees to comply therewith
within a reasonable time after notice thereof by Franchisor.

F Franchisee shall not establish a Website on the Internet using
any domain name containing the words "REZconnect.com," "RezCity.com,"
"Ezdropoff.com" or any variation thereof without prior written consent from
Franchisor. Franchisor retains the sole right to advertise on the Internet and


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create a Website using the RezCity domain names (Including: rezcity.com,
rezity.biz, rezcity.net, rezcity.tv). Franchisee acknowledges that Franchisor is
the owner of all right, title and interest in and to such domain names as
Franchisor shall designate in the Manual. Franchisor retains the right to
pre-approve Franchisee's use of linking and framing between Franchisee's Web
pages and all other Websites. If requested by Franchisor, Franchisee shall,
within five (5) days, dismantle any frames and links between Franchisee's Web
pages and any other Websites.

G If you are a REZcity Plus Franchisee, you cannot own an
auction site from eBAY or any other provider or sell goods on behalf of a third
party under any condition. Violation of this prohibition will be grounds for
immediate termination of the Franchise Agreement.

VII. OPERATIONS MANUAL
-----------------

A While this Agreement is in effect, Franchisor will loan to
Franchisee one (1) copy of the Manual containing mandatory and suggested
specifications, standards, operating procedures and rules prescribed from time
to time by Franchisor for a Franchised Business and information relative to
other obligations of Franchisee. Franchisor shall have the right to add to and
otherwise modify the Manual from time to time to reflect changes in the
specifications, standards, operating procedures and rules prescribed by
Franchisor for a Franchised Business, provided that no such addition or
modification shall alter Franchisee's fundamental status and rights under this
Agreement. Franchisor may make such additions or modifications without prior
notice to Franchisee. Franchisee shall immediately, upon notice, adopt any such
changes.

B The Manual shall, at all times, remain the sole property of
Franchisor and shall promptly be returned upon the expiration or termination of
this Agreement. Franchisee shall not make any disclosure, duplication or other
unauthorized use of manner any portion of the Manual.

C The Manual contains proprietary information of Franchisor and
shall be kept confidential by Franchisee both during the term of the franchise
and subsequent to the expiration or termination of this Agreement. Franchisee
shall at all times ensure that its copy of the Manual be available on the
Premises in a current and up-to-date manner. At all times that the Manual is not
in use by authorized personnel, Franchisee shall maintain the Manual in a locked
receptacle on the Premises, and shall only grant authorized personnel, as
defined in the Manual, access to the key or combination of such receptacle. In
the event of any dispute as to the contents of the Manual, the terms of the
master copy of the Manual maintained by Franchisor at Franchisor's headquarters
shall be controlling.

VIII. CONFIDENTIAL INFORMATION
------------------------

A Franchisor possesses certain proprietary confidential
information consisting of methods, techniques, formats, specifications,
procedures, information, systems, methods of business management, sales and
promotion techniques, and knowledge of and experience in operating a Franchised
Business (the "Confidential Information"). Franchisor shall disclose the
Confidential Information in the training program, the Manual, and in guidance
furnished to Franchisee during this Agreement's term. Franchisee shall not
acquire any interest in the Confidential Information, other than the right to
utilize it in performing its duties during the term of this Agreement, and
Franchisee acknowledges that the use or duplication of the Confidential
Information in any other business venture would constitute an unfair method of
competition. Franchisee acknowledges and agrees that the Confidential
Information is proprietary, includes Franchisor's trade secrets, and is
disclosed to Franchisee solely on the condition that Franchisee (and its
shareholders, partners, members and managers, if Franchisee is a corporation,
partnership or limited liability company) does hereby agree that it: (a) shall
not use the Confidential Information in any other business or capacity; (b)
shall maintain the absolute confidentiality of the Confidential Information


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during and after the term of this Agreement; (c) shall not make unauthorized
copies of any portion of the Confidential Information disclosed in written or
other tangible form; and (d) shall adopt and implement all reasonable procedures
prescribed from time to time by Franchisor to prevent unauthorized use or
disclosure of the Confidential Information. All ideas, concepts, techniques or
materials concerning the Franchised Business, whether or not protectable
intellectual property and whether created by or for Franchisee or its owners or
employees, must be promptly disclosed to Franchisor and will be deemed
Franchisor's sole and exclusive property, part of the System and works
made-for-hire for Franchisor. To the extent any item does not qualify as a "work
made-for-hire" for Franchisor, Franchisee shall assign ownership of that item,
and all related rights to that item, to Franchisor and must sign whatever
assignment or other documents Franchisor requests to show ownership or to help
Franchisor obtain intellectual property rights in the item.

B Franchisor reserves the right to require Franchisee to have
each of its shareholders, officers, directors, partners, employees, members, and
managers, and, if Franchisee is an individual, Franchisee's spouse, execute a
non-disclosure and non-competition agreement in a form approved by Franchisor.

IX. MODIFICATION OF THE SYSTEM
--------------------------

Franchisee recognizes that from time to time hereafter, Franchisor may
change or modify the System including, without limitation, the adoption and use
of new or modified Marks or copyrighted materials, new computer hardware and
software, equipment or new techniques and that Franchisee will accept and use
for the purpose of this Agreement any such changes in the System as if they were
part of this Agreement at the time of execution hereof. Franchisee will make
such expenditures as such changes or modifications in the System may reasonably
require. Franchisee shall not change the System in any way without written
permission of Franchisor.

X. ADVERTISING
-----------

A If you are an individual Franchisee, you have the option to
make expenditures on advertising within your territory. You may use your own
advertising materials subject to the approval of the Franchisor. Franchisor may
provide guidelines for conducting local advertising and promotional programs,
and any deviations from such guidelines shall be approved by Franchisor in
writing prior to use.
B As a REZcity Plus Franchisee, you must contribute 1% of your
gross revenue to the REZcity.com National Advertising Fund. There are no REZcity
Plus Franchisees in the network that do not contribute to this Fund. We estimate
that during the coming fiscal year, about 35% of the Funds money will be spent
on media, 20% on the production of advertising materials, 20% on public
relations, 10% on sponsorships and 15% on administration. REZcity Corporate
Headquarters does not have to spend a specified amount of Advertising Fund money
on advertising in your geographic area. We will prepare an annual accounting for
the Fund. You may review upon request once a year. The report will not be
audited. Most of the money in the Advertising Fund will be spent during the year
in which it is contributed. Any unspent money will be retained in the account
for use during the following year. This goes into the OC at Item 11 not here.

C Franchisee is required to advertise continuously in the
classified or Yellow Pages of the local telephone directory. Franchisee shall do
so under the listings "Internet Services" or such other listings as deemed
appropriate by Franchisor. When more than one (1) Franchised Business serves a
metropolitan area, classified advertisements shall list all Franchised
Businesses operating within the distribution area of such classified
directories. Each franchisee shall contribute its equal share in the cost of
such advertisement. If required, Franchisee agrees to execute an agreement


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assigning such directory listing to Franchisor, utilizing a form prescribed by
Franchisor, which shall become effective upon termination or expiration of this
Agreement.

D With respect to any promotional materials or advertising
permitted hereunder, Franchisee shall not use in advertising or any other form
of promotion, the copyrighted materials, trademarks, copyrights, service marks
or commercial symbols of Franchisor without appropriate (C) or (R) registration
marks or the designations TM or SM where applicable.

XI. PAYMENTS TO FRANCHISEE
----------------------

A Unless Franchisor and Franchisee agree in writing otherwise
for a specific account, Franchisor shall pay to Franchisee, within fifteen (15)
days after the end of each calendar month and according to the schedule as
contained in Exhibit B to this Agreement, fees for the sale of each Service or
other Internet advertising services which are actually received by Franchisor
from each franchisee, Sales Consultant or directly from the end user based upon
sales within Franchisee's Territory (as delineated in Exhibit A) ("Sales
Commissions").

Notwithstanding the foregoing:

1. If Franchisee has failed to perform in any material respect
any material requirements under the terms of this Agreement, Franchisee shall
not be entitled to receive Sales Commissions until such deficiencies have been
corrected to Franchisor's reasonable satisfaction.

2. Franchisee shall not be entitled to share in or receive any
Sales Commissions based upon fees paid to Franchisor in the Territory prior to
the time Franchisee completes the initial training program and commences full
operations of the Franchised Business.

B All payments under this Paragraph shall immediately and
permanently cease after the expiration or termination of this Agreement,
although Franchisee shall receive all amounts which have accrued to Franchisee
as of the effective date of expiration or termination.

C Franchisor's payments to Franchisee shall be based on amounts
actually collected, not on payments accrued, due or owing. Franchisor shall
apply any payments received from to any past due indebtedness owed to Franchisor
or its affiliates.

D. Franchisee shall not be allowed to set off amounts owed to
Franchisor for fees or other amounts due under this Agreement
against any monies owed to Franchisee by Franchisor, which right
of set off is hereby expressly waived by Franchisee. Franchisor
shall be allowed to set off against amounts owed to Franchisee
for Sales Commissions or other amounts due under this Agreement
any monies owed to Franchisor.

E. All Merchant fees and any third party charges to handle billing
are deductible from monies owed franchisee based on reasonable
industry standards.

XII. BILLING, ACCOUNTING AND RECORDS
-------------------------------

A During the term of this Agreement, Franchisor or its agent,
will handle all of the billing and invoicing for the advertising services and
sales of Services through the Franchised Business. Franchisor will exercise all
reasonable efforts as it considers appropriate to collect amounts due for the
Services or sales of other products or services performed in conducting the
Franchised Business. Franchisor may, in its discretion, compromise, settle,
discount, factor, write-off, assign to collection agencies or pursue through


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legal action, all amounts due for Services provided through the Franchised
Business. After applying amounts owed by Franchisee to Franchisor, Franchisor
will pay to Franchisee the commissions as specified in this Agreement and any
other agreement between Franchisee and Franchisor on a monthly basis. Franchisor
will withhold amounts due it under this Agreement (or any other agreement).
Franchisor will pay such amount to Franchisee by the fifteenth (15th) day of
each month based on the collections Franchisee has received for the immediately
preceding month. The date shall automatically be extended until the next
business day if the fifteenth (15th) day of the month is a holiday, Saturday or
Sunday. Franchisor will simultaneously send Franchisee financial reports
(electronically or otherwise) detailing the revenues billed and the amounts that
are applied as a setoff. Although Franchisor will try to collect all
receivables, there is no assurance or guarantee as to the timing of collection
or the ultimate success of collection. Franchisor shall have no obligation other
than to exercise its standard procedures for collection of amounts due. Some
accounts are more reputable and creditworthy than others. Franchisor does not
warrant the timing or collectability of any amounts owed by anyone even if
Franchisor originally offered the account to Franchisee.

B During the term of this Agreement, Franchisee shall maintain
and preserve for the time period specified in the Manual, full, complete and
accurate books, records and accounts in accordance with the standard accounting
system prescribed by Franchisor in the Manual or otherwise in writing.
Franchisee shall retain during the term of this Agreement and for three (3)
years thereafter all books and records related to the Franchised Business
including, without limitation, invoices, payroll records, check stubs, sales tax
records and returns, cash receipts and disbursement journals, general ledgers,
state and federal income tax returns, and any other financial records designated
by Franchisor or as required by law.

C Franchisee shall supply to Franchisor, or its designated
agent, on or before the fifteenth (15th) day of the following calendar
month/quarter, in a form approved by Franchisor, a balance sheet as of the end
of the last preceding calendar month/quarter and an income statement for such
calendar month/quarter and Franchisee's fiscal year-to-date. Additionally,
Franchisee shall, at its expense, submit to Franchisor within forty-five (45)
days of the end of each fiscal year during the term of this Agreement, a profit
and loss statement for such fiscal year and a balance sheet as of the last day
of such fiscal year, prepared on a accrual basis including all adjustments
necessary for fair presentation of the financial statements.

D Franchisor or its designated agent(s) shall have the right, at
all reasonable times, to examine and copy, at its expense, the books, records
and tax returns of Franchisee. In addition, Franchisor shall have the right to
interview clients, employees, vendors and/or suppliers. Franchisor shall also
have the right, at any time, to have an independent audit made of Franchisee's
books, at Franchisor's expense.

XIII. STANDARDS OF QUALITY AND PERFORMANCE
------------------------------------

A Franchisee understands every detail of the operation of the
Franchised Business is important, not only to Franchisee, but to Franchisor and
other franchisees in order to (i) develop and maintain high and uniform
operating standards; (ii) increase the demand for the Services, other services
and products offered by Franchised Businesses; and (iii) increase the viewership
and consumer awareness of local sites within the RezCity.com home page.

B Franchisee agrees to comply with all requirements set forth in
this Agreement, the Manual and other written policies supplied to Franchisee by
Franchisor. Mandatory specifications, standards, operating procedures and rules
prescribed from time to time by Franchisor in the Manual or otherwise
communicated to Franchisee in writing shall constitute provisions of this
Agreement as if fully set forth herein. All references herein to this Agreement


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shall include all such mandatory specifications, standards and operating
procedures and rules. Franchisee shall comply with the entire System including,
but not limited to, the provisions of this Paragraph XIII.

C Franchisee recognizes that the operation of a RezCity.com
business involves heavy emphasis on sales soliciting and marketing. In addition,
if Franchisee is a franchisee operating in a metropolitan market, Franchisee
understands there is additional emphasis on developing, managing and soliciting
Sales Consultants.

D Franchisee shall offer for sale and use at the Franchised
Business all types of advertising and Internet products and related services
that Franchisor from time to time authorizes and shall not offer for sale or
sell or provide through the Franchised Business or the Premises which it
occupies any other category of services, supplies, merchandise, products or
accessories or use such Franchised Business for any purpose other than the
operation of a RezCity.com Franchised Business in full compliance with this
Agreement and the Manual.

E The Franchised Business shall, at all times, be under the
direct supervision of Franchisee. Franchisee understands that the Franchised
Business may be operated on a part-time or full-time basis. Full-time means the
expenditure of at least thirty-five (35) hours per week, excluding vacation,
sick leave, etc. I
F Franchisee shall secure and maintain in force all required
licenses, permits and certificates relating to the operation of the Franchised
Business and shall operate the Franchised Business in full compliance with all
applicable laws, ordinances and regulations including, without limitation, all
government regulations.

G All advertising and promotional activities by Franchisee in
any medium shall be conducted in a dignified manner and shall accurately
promote, describe and otherwise represent the type, quality and other features
of the services and related support activities.

H Franchisee shall use only such client forms, invoices and
standardized contracts, as are approved by Franchisor. Franchisee shall obtain
such forms from Franchisor or from suppliers Franchisor has approved. Copies of
all client contracts and invoices issued by Franchisee shall be submitted to
Franchisor on a daily basis.

I Franchisee shall notify Franchisor in writing within five (5)
days of the commencement of any action, suit or proceeding, and of the issuance
of any order, writ, injunction, award or decree of any court, agency or other
governmental instrumentality, including action against professional
services/credentials of any employee associated with Franchisee, which may
adversely affect the operation or financial condition of the Franchised
Business.

XIV. FRANCHISOR'S OPERATIONS ASSISTANCE
----------------------------------

A Franchisor or Franchisor's representative shall make periodic
visits to the Franchised Business for the purposes of consultation, assistance
and guidance of Franchisee in various aspects of the operation and management of
the Franchised Business at the request of the Franchisee. The fee associated
with Franchisor visiting Franchisee is $150 per day plus all travel expenses.
Franchisor and Franchisor's representatives who visit the Franchised Business
may prepare, for the benefit of both Franchisor and Franchisee, written reports
with respect to such visits outlining any suggested changes or improvements in
the operations of the Franchised Business and detailing any defaults in such
operations which become evident as a result of any such visit. A copy of any
such written report may be provided to Franchisee.

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B Franchisor may conduct research and testing to determine the
feasibility of new programs, market trends and the marketability of new
programs. Franchisee agrees to cooperate and participate in such research and
testing programs by test marketing new programs and/or services at Franchisee's
Franchised Business and by providing Franchisor with timely reports and other
relevant information regarding research and testing programs. Franchisee agrees
to make reasonable efforts to sell any products and services comprising the new
program.

XV. INSURANCE
---------

A Franchisee shall procure, at its sole expense, and maintain in
full force and effect during the term of this Agreement, an insurance policy or
policies protecting Franchisee, Franchisor, their officers, directors, partners
and employees against any loss, liability, personal injury, death or property
damage or expense whatsoever arising or occurring upon or in connection with the
Franchised Business, as Franchisor m