NON-COMPETE
      AGREEMENT

    


    This
      NON-COMPETE
      AGREEMENT
      is
      entered into as of the 1st
      day of
November
      2007
      by and
      between Sitestar Corporation (the “Company”) and United Systems Access, Inc.
      (“Seller”).

    


    For
      value
      received in relation to this Transaction for good and valuable consideration
      the
      receipt and sufficiency of which are hereby acknowledged, Company and Seller
      hereby agre as follows:

    


    
      	 	
              1.

            	
              During
                the Restricted Period, the Seller
                will

            


    

    


    
      	 	
              a.

            	
              Not
                directly or indirectly compete with the business of the Company and
                it
                successors and assigns with regard to the dial-up Internet access
                business. Nothing herein shall limit the ability of Seller to provide
                web
                hosting services. Nothing herein shall limit the ability of Seller
                to
                acquire an enterprise that includes dial-up Internet access as an
                ancillary part of its business, provided that Seller divests itself
                of
                such dial-up Internet business within a reasonable time. Nothing
                herein
                shall limit the ability of Seller to provide dial up Internet access
                to
                its commercial customers as a back-up method of accessing the Internet.
                

            


    

    


    
      	 	
              b.

            	
              Not
                induce or attempt to persuade any former, current or future employee,
                agent, manager, consultant, director, or other participant in the
                Company’s business to terminate such employment or other relationship in
                order to enter into any relationship with the Seller, any business
                organization in which the Seller is a participant in any capacity
                whatsoever, or any other business organization in competition with
                the
                Corporation’s business; or

            


    

    


    
      	 	
              c.

            	
              Not
                use contracts, proprietary information, trade secrets, confidential
                information, customer lists, mailing lists, goodwill, or other intangible
                property used or useful in connection with the Company’s business as it
                pertains to Internet access except in connection with Seller’s web hosting
                business.

            


    

     

    
      	 	
              d.

            	
              Retain
                information related to the dial-up Internet business which is set
                forth as
                confidential and will not use said information on his or her own
                behalf or
                disclose same to any third party.

            


    

    


    
      	 	
              e.

            	
              Not
                compete by means of solicitation or other dealings with the Company’s
                vendors, customers, or suppliers.

            


    

    


    
      	 	
              f.

            	
              Refer
                all inquires for dial-up Internet access service to Buyer
                exclusively.

            


    

    


    
      	 	
              2.

            	
              For
                purposes of this Agreement, the following terms shall have the following
                meanings:

            


    

    


    
      	 	
              a.

            	
              “Restricted
                Period”
                shall mean five (5) years from the date of this
                Agreement.

            


    

    


    
      
         

      

      
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              b.

            	
              “Restricted
                Area”
                shall include all of the states of the United States and all the
                Provinces
                of Canada.

            


    

    


    
      	 	
              c.

            	
              “not
                compete”
                as used herein shall mean that the Seller shall not (i) solicit any
                current or inactive dial-up Internet access customer sold or transferred
                to the Buyer for the purpose of selling dial-up Internet access;
                (ii)
                market and/or sell dial-up Internet access services to retail or
                wholesale
                customers (the “Restricted Business”), provided, however, that nothing
                herein shall limit the ability of Seller to provide web hosting services
                and nothing herein shall limit the ability of Seller to provide dial
                up
                Internet access to its commercial customers as a back-up means of
                accessing the Internet.

            


    

    


    
      	 	
              d.

            	
              “indirectly”
                as used in paragraph above, includes acting as a paid or unpaid director,
                officer, agent, representative or consultant to any enterprise, or
                acting
                as a proprietor of an enterprise, or holding any direct or indirect
                participation in any enterprise as an owner, partner, limited partner,
                joint venture, shareholder, or
                creditor.

            


    

    


    
      	 	
              3.

            	
              Notwithstanding
                anything herein to the contrary, the Seller may own less than five
                percent
                of the outstanding equity securities of a corporation that is engaged
                in
                the Restricted Business if the equity securities of such corporation
                are
                listed for trading on a national stock exchange or are registered
                under
                the Securities Exchange Act of
                1934.

            


    

    


    
      	 	
              4.

            	
              If
                any portion of this Agreement shall be invalid or unenforceable,
                such
                invalidity or unenforceability shall in no way be deemed or construed
                to
                affect in any way the enforceability of any other portion of this
                Agreement. The parties hereto specifically agree that the consideration,
                term, territory and scope of this Agreement are reasonable and Company
                and
                Seller waive any claim or defense to the enforcement of same which
                are
                based on the reasonableness of the consideration, term, territory,
                or
                scope of this Agreement. 

            


    

    


    
      	 	
              5.

            	
              If
                any Court in which Company seeks to have the provisions of this Agreement
                specifically enforced determines that the activities, time or geographic
                area hereinabove specified are too broad, such Court may determine
                a
                reasonable activity, time or geographic area and shall specifically
                enforce this Paragraph for such activity, time and geographic
                area.

            


    

    


    
      	 	
              6.

            	
              This
                Agreement shall be construed in accordance with the laws of the
                Commonwealth of Virginia without regard to its choice of law
                provisions.

            


    

    


    
      
         

      

      
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    Executed
      this ______ day of _________ 2007.

    


    
      	 	
              SELLER:

              UNITED
                SYSTEMS ACCESS, INC.

               

               

              By:
                ________________________________

              L.
                William Fogg , President

            


    

     

    
      
         

      

      
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