AGREEMENT This Agreement is made and entered into this _____ day of ___________________, 19_____, by and between Joyce and Associates, Inc., a Texas Corporation, with its principal office in Dallas, Texas, (hereinafter called "Joyce") and __________________________________, of _____________________ hereinafter called "Member"; AND WHEREAS, Member maintains a Computer Bulletin Board System ("BBS"), and is engaged in selling to Joyce, at a wholesale or discounted rate, subscriptions for customer access to Member's BBS, and Member agrees that Joyce can resell such subscriptions to the customer at a retail price, affording customer access to Member's BBS, and Joyce has agreed with Member to accept customer credit cards by which customer is paying for the subscription for access to Member's BBS, and whereas this arrangement is intended by the parties to be of their mutual benefit for a business profit, NOW THEREFORE, for and in consideration of the mutual promises, covenants, and obligations, herein assumed by each of the Parties, Joyce and Member hereby agree as follows: 1. Member agrees to complete and sign the attached application form which shall become incorporated herein and made part of this agreement; 2. Member shall be responsible to maintain the "Door" Joyce and to submit all necessary information about the Customer to Joyce for processing. It is understood and agreed that Joyce shall accept customer credit cards for through Joyce's merchant account, and Joyce's name shall appear on the customer credit card statement as the vendor of the service being paid for by the credit card charge. AGREEMENT - PAGE 1 3. Joyce shall remit payment by check to Member on the 10th of each month following the cutoff date, the amount of which shall consist of all credit card sales made through the cutoff date, less the agreed wholesale or discount rate. The cutoff date shall be the last day of each month. The present charge (discount rate) charged Joyce by Member shall be ten (10%) percent of the credit card charge, resulting in a ninety (90%) percent remittance to Member. Joyce shall furnish Member detailed statements with each monthly remittance. This discount rate may be changed at any time by written mutual agreement of the parties to such effect. 4. Member shall be responsible for all bad debts, and applicable Bank Charges, resulting from customer credit card failure for any reason, and Joyce shall back-charge (debit) the Member each month for such liabilities and to be reflected in detail on the monthly statement to the Member. Joyce shall be responsible for any Bank Charges and expenses due to Joyce error. 5. The parties shall adhere to a "Technical Procedural Format" which shall become incorporated herein and made a part of this agreement, which may be modified from time to time, as Joyce shall determine, for a more effective and expedient operation. 6. Joyce or Member shall have the right to terminate this Agreement for any reason at any time upon 15 days written notice from the terminating party to the other party. Members last Statement will be held 60 days account for any charge backs that might appear. 7. This Agreement represents the entire Agreement between the Parties and any and all other agreements, written or verbal, made prior to the execution of this agreement are hereby superseded by this Agreement. 8. This Agreement may be modified or altered at any time, but only upon written mutual agreement of the Parties hereto. 9. This Agreement shall not be assigned or transferred to any other person or entity without mutual written consent of both Parties to this Agreement. 10. The terms and provisions of this Agreement are contractual and not mere recitals. 11. This Agreement shall be enforceable under the laws of the State of Texas and venue for any legal action under this Agreement shall be Dallas County, Texas, irrespective and notwithstanding the domicile or location of the Member. AGREEMENT - PAGE 2 12. This Agreement may be executed in duplicate copies, each of which shall be deemed an original, and when taken together, shall constitute only one Agreement. A copy reproduction of this Agreement shall be as effective, for all purposes, as if it were an actually signed original. 13. The effective date of this Agreement shall be the date of its execution first above recited. In Witness Whereof, we the Undersigned, in agreement, have hereunto affixed our signatures below. ATTEST: JOYCE & ASSOCIATES INC. (A Corporation) ___________________________ By:_________________________ Corporate Secretary Mark Elson, VP ___________________________ _____________________________ Witness Member, A Sole Proprietorship ATTEST: _____________________________ Member, (Corporation) ___________________________ By:__________________________ Corporate Secretary Authorized Officer AGREEMENT - PAGE 3 "TECHNICAL PROCEDURAL FORMAT" 1. Member shall upload all charge(s) information to Joyce in a timely manner of at least once a week. This can be done either by Netmail (FTS) at 1:124/8014, Fax at 214-638- 1189, or by message uploaded to The Sysop of The Blues Cafe at 214-638-1186 or 214-638-1187. 2. Member will be solely responsible for access levels granted on his home BBS and Joyce will not be responsible in any way for any loses to Member due to declined charges. 3. We accept only Visa, Mastercard, American Express, Optima, and Discover cards. _____________ (Initials) JOYCE _____________ (Initials) MEMBER