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                                                                    Exhibit 10.1


VERIO
AUTHORIZED WEB AGENT AGREEMENT

Please complete and fax back entire agreement to us at 1-509-756-1239

This Authorized Sales Representative Agreement ("Agreement") is made and entered
into this 22nd day of May, in the year 2001, by and between Verio Inc., a
Delaware corporation ("Verio"), having its corporate headquarters at 8005 S.
Chester Street, Suite 200, Englewood, Colorado 80112, and Pro- Active Solutions,
Inc., a Nevada corporation ("Web Agent") having its principal place of business
at 6767 W. Tropicana Blvd., Suite 207, Las Vegas, NV 89103-4754.

WHEREAS, Verio is engaged in the business of providing Web hosting, e-commerce
and related Internet presence services (collectively "Services"); WHEREAS, Web
Agent desires to become an authorized sales and marketing representative for
Verio pursuant to Verio's Web Agent Referral Program ("WARP Program"), and Verio
wishes to engage Web Agent to promote and facilitate the sales of certain
Services, as more fully defined below;

NOW, THEREFORE, the parties agree as follows:

1. APPOINTMENT AS AUTHORIZED WEB AGENT.

Subject to the terms and conditions of this Agreement, Verio appoints Web Agent
as Verio's non- exclusive authorized sales representative in the United States
(the "Territory"). Such appointment is to solicit sales of Verio's Services, as
defined in Exhibit 1 hereto and as amended from time to time by Verio, to
customers in the Territory and for the benefit of Verio's account. Web Agent
agrees to accept such appointment and to perform its duties under this Agreement
in the foregoing capacity. Web Agent shall pay a non-refundable fee of $100.00
to become an Authorized Web Agent of Verio upon the execution of the Agreement.
The parties acknowledge that this is not an exclusive area or franchise
agreement.

2. DUTIES OF VERIO.

Verio agrees to comply with the following provisions throughout the term of this
Agreement:

(a) Provide the Services to customers originated by Web Agent in accordance with
this Agreement who continue to meet Verio's conditions for Services as outlined
in Verio's standard service agreement, including current payment on account and
use of computer hardware and software that Verio is reasonably able to support;

(b) Provide Web Agent with a confidential Verio Price List located at
http://www.verio.com/warp/, as amended from time to time by Verio;

(c) Provide to Web Agent Verio's Authorized Web Agent Referral Program
description ("WARP Program Guide") in electronic form located at
http://www.verio.com/warp/, which includes, among other things, Web Agent
guidelines, polices, procedures, sales and marketing materials, forms, and
relevant agreements; and

(d) Provide a Web hosting "store front" which will allow potential customers to
obtain the Services online ("web Agent's Store Front"), provided that Verio
shall have the right to approve and/or change

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the content of the Web Agent's Store Front as it deems appropriate in Verio's
sole discretion.

3. DUTIES OF WEB AGENT.

Web Agent represents and warrants that it is familiar with the Internet and the
Services and that it is presently qualified to promote the sale and provide
sales support of such Services in the Territory. Web Agent represents that the
execution and implementation of this Agreement is not in breach nor in violation
of any terms or conditions of any other contract, agreement or arrangement,
including, but not limited, to exclusivity or non-competition. Web Agent further
represents that it has full legal capacity, power and authority to enter into
this Agreement and that if Web Agent is an individual, Web Agent is at least
eighteen (18) years old. In addition, Web Agent agrees to comply with the
following provisions throughout the term of this Agreement:

(a) Not to knowingly solicit customers who do not have the hardware or software
specified by Verio from time to time, unless such customer acquires hardware or
software that Web Agent or Verio is reasonably able to support;

(b) To follow customer order placement procedures for the signing up of new
customer accounts as attached hereto as Exhibit 2, as amended by Verio from time
to time, and as set out in the WARP Program Guide;

(c) To use reasonable sales and marketing efforts to promote the sales of Verio
Services (Verio reserves the right, at any time and in its sole discretion, to
implement a certification program to enhance or maintain the quality of the WARP
Program. In the event of any such implementation, Web Agent agrees to
participate in and complete the requirements of any such certification program
in order to remain a Verio authorized web agent);

(d) Where appropriate and mutually agreed upon, to provide post-sales support at
a level reasonably necessary to activate and operate the Services;

(e) Not to engage in any activity harmful to Verio's goodwill or reflecting
unfavorably on Verio's business, brand names or trade or service marks,
including unfair trade practices, publication of any false or misleading or
deceptive advertising or the commission of any fraud or misrepresentation;

(f) Comply, at all times, with all applicable federal, state and local laws,
rules, regulations and court orders; and

(g) Not to induce or actively attempt to influence any person to terminate,
delay, or reduce in size or scope any contractual or business relationship with
Verio.

4. GENERAL TERMS AND CONDITIONS OF SALES.

Web Agent agrees to sell Services using Verio's form documentation as provided
online at http://www.verio.com/warp/, from time to time, and on the terms or
conditions set forth in the Agreement, including any and all exhibits attached
hereto (including any amendments, modifications, and additions thereto) and
specified in Verio's procedures and WARP Program Guide. All Customer orders are
subject to acceptance by Verio, either in writing or by actual provision of the
Services. Verio retains the absolute right to reject any order that does not
comply with Verio's terms and conditions for Services, including Verio's
procedures, and to terminate any account that does not meet or continue to meet
Verio's reasonably determined conditions for Services. No such rejection or
termination will subject Verio to any claim for reimbursement, commission, fee
or other remuneration for the benefit of Web Agent or Customer.

5. MARKETING TO VERIO CUSTOMERS.

Web Agent shall not knowingly market the Services to a current customer of
Verio. In the event that Web Agent solicits a current customer of Verio to buy
Services, Verio shall have no obligation under this Agreement to pay a
commission to Web Agent for such customer.

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6. INTELLECTUAL PROPERTY; SALES AND MARKETING MATERIALS.

(a) Web Agent acknowledges that Verio, and its subsidiaries and affiliates,
retain ownership rights in and to certain intellectual property, including
without limitation any Verio or Verio Inc. trademark, service mark, trade dress
or other designation, advertising, material and any associated goodwill, whether
presently existing or later developed by either Verio, or it subsidiaries or
affiliates, (collectively "Intellectual Property"). Unless expressly stated
otherwise in this Agreement, nothing contained herein shall give Web Agent any
rights to use any Intellectual Property in advertising, publicity or marketing
materials.

(b) If approved in advance and in writing by Verio, Web Agent may use
advertising or marketing materials prepared by Verio for purposes of Web Agent
carrying out its obligations under this Agreement. Web Agent may use such
advertising materials only upon the terms and conditions stated by Verio from
time to time. Web Agent may not modify or amend any advertising materials which
it is authorized to use without the prior written consent of Verio.

(c) Except as expressly authorized in this Agreement, Web Agent shall not have
any right to use any name, trademark or other designation of Verio in
advertising, publicity or marketing materials. In the event that Web Agent
desires to produce its own printed sales and marketing materials referring to
Verio's Services and rates, using Verio's trademark and/or tradename, and
suggesting any relationship, whatsoever, between Web Agent and Verio (except as
otherwise authorized in this Agreement) ("Web Agent Produced Materials"), Web
Agent shall submit the Web Agent Produced Materials to and obtain advance
written approval from an authorized representative of Verio prior to printing
and the dissemination of any such Web Agent Produced Materials to any third
party. Verio shall have sole discretion to approve or disapprove of all Web
Agent Produced Materials. Verio will require Web Agent to enter into a trademark
license as a condition of approving the Web Agent Produced Materials. Web Agent
must adhere to Verio's standards for the use of such trademarks or tradenames
and use such trademarks and tradenames solely for the purpose of advertising and
marketing Verio's Services. As soon as practicable, upon termination of this
Agreement, all Web Agent Produced Materials in Web Agent's possession shall be
delivered to Verio.

(d) Verio shall indemnify and hold Web Agent harmless from all actual damages,
liabilities, and reasonable costs suffered or incurred by Web Agent as a result
of any claim or lawsuit arising during the term of this Agreement or any
extension thereof, that Services as sold by Verio infringe any patent, trademark
or copyright; provided, however, that Verio, shall not be liable for and Web
Agent shall accept responsibility for and indemnify Verio from any such claims
or lawsuits that arise by reason of misuse of or modifications to any Services
made by Web Agent or any customers, and provided further that (1) upon learning
of any such claim or lawsuit, Web Agent shall promptly notify Verio thereof in
time to allow Verio to undertake the defense thereof; (2) Verio shall have
exclusive charge of the defense or settlement of any claim or lawsuit at its
sole cost and expense; and (3) Verio shall have the right, at Verio sole option,
to eliminate any alleged infringement by obtaining the right to deploy the
Services, or by modifying the Services so that they will not infringe, or
discontinue the Service or any infringing portion thereof.

(e) THIS SECTION 6 STATES THE ENTIRE LIABILITY OF VERIO WITH RESPECT TO
INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES. VERIO SHALL
HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY AS THE RESULT OF THE ACTIVITIES OF WEB AGENT OR VERIO
UNDER THIS AGREEMENT.

7. PRICING.

(a) Apart from rights expressly given under this Section 7, Web Agent shall not
have the right to quote or price Verio's goods or Services at its discretion.
Web Agent must utilize the standard approved price list, terms and conditions of
Verio in offering goods or Services of Verio.

(b) Verio reserves the right to amend its Service offerings and add, delete,
suspend or modify the terms

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and conditions of the Services, at any time and from time to time, and to
determine whether and when any such changes apply to both existing or future
customers.

8. ORDER PLACEMENT.

(a) For each potential customer, Web Agent shall follow and direct potential
customers to follow the procedures outline in Exhibit 2. Web Agent is entitled
to receive commissions, as set forth in Section 9 herein, only with respect to
orders properly placed in accordance with this Agreement on Web Agent's Store
Front and that are accepted by Verio.

(b) Web Agent shall be responsible for any customer fraud losses incurred by
Verio in the event that Web Agent fails to adhere to Verio's policies and
procedures for order placement or any other breach of this Agreement.

9. COMMISSION.

(a) Verio agrees to pay to Web Agent an amount equal to the "Fixed Commission,"
as set out in the attached Exhibit 1, which may be modified from time to time by
Verio on thirty (30) days notice to Web Agent, on cash collected from customers
originated by Web Agent during the term of this Agreement. Commissions will be
paid for properly placed Service orders by customers on Web Agent's Store Front
and accepted by Verio during the term of this Agreement. Commissions will not be
paid to Web Agent for sales to customers not placed on Web Agent's Store Front.
Moreover, Verio will not be obligated to pay Commissions to Web Agent if Web
Agent fails to abide by the provisions of Sections 3(b), 4, 5, and 8 of this
Agreement. Commissions will be paid directly to Web Agent and not to any other
individual. Commissions shall be paid on the payment date for the applicable
commission period:

- Commission Periods Payment Date by Verio

  - 1/1 through 2/28 4/30

  - 3/1 through 4/30 6/30

  - 5/1 through 6/30 8/31

  - 7/1 through 8/31 10/31

  - 9/1 through 10/31 12/31

  - 11/1 through 12/31. 2/28

    (b) Verio shall pay commissions for initial, upgrade and renewal order(s)
    only for Services listed on Exhibit 1 during the term of this Agreement.
    Verio does not have an obligation to pay Web Agent for any orders placed by
    a customer for Services not listed on Exhibit 1 during or after the term of
    this Agreement.

    (c) Verio shall provide to Web Agent a commission statement containing a
    mathematical representation of the calculation of the commission due to Web
    Agent, including any appropriate deductions, discounts and adjustments,
    under this Section 9 and in accordance with Exhibit 1.

    (d) The remuneration structure in this Section 9 is agreed to be the sole
    compensation and remuneration to Web Agent for the performance of its
    services under this Agreement.

    (e) If at any time during the term of this Agreement, customers originated
    by Web Agent (as determined pursuant to Exhibit 1) are greater than or equal
    to twenty-five (25) at the end of a calendar month, Web Agent will be
    designated a "Medallion Web Agent." If at any time during the term of this
    Agreement, customers originated by Web Agent are less than twenty- five
    (25), Web Agent shall lose its designation as a "Medallion Web Agent" until
    such time that customers originated by Web Agent are twenty-five (25) or
    more in a calendar month. If upon the expiration or termination of this
    Agreement for any reason Web Agent is a

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    "Medallion Web Agent", Web Agent shall be eligible for the "Residual
    Option." The "Residual Option" provides that Verio shall have the right to
    elect, in its sole discretion, either to (1) continue paying the Fixed
    Commission due and owing on an monthly basis for customers originated by Web
    Agent during the term of the Agreement until the expiration of the service
    agreements for such customers ("Option 1") or (2) pay Web Agent a onetime
    payment ("Option 2"). Option 2 will be calculated by multiplying eighteen
    (18) by the applicable monthly service charge for Services listed on Exhibit
    1 generated by customers originated by Web Agent in the month prior to the
    expiration or termination of the Agreement ("Residual Revenue") and
    multiplying the Residual Revenue by the applicable commission percentage
    ("Residual Commission") as set forth on Exhibit 1. Verio reserves the right
    to apply either Option 1 or Option 2 above to any combination of customers
    generated by Web Agent prior to the expiration or termination of this
    Agreement. If at the end of the initial two-year term or any Extension of
    this Agreement, customers originated by Web Agent are twenty-four (24) or
    less, Verio shall not extend this Agreement. Verio reserves the right, in
    its sole discretion, to discontinue the payment of commissions for any such
    customers and Verio shall have no further obligations to Web Agent for any
    commissions under this Agreement.

10. EXPENSES.

All expenses incurred by Web Agent in connection with its activities hereunder
shall be for Web Agent's account. Web Agent shall not be entitled to
reimbursement from Verio for any such expenses and shall hold Verio harmless
therefrom.

11. RELATIONSHIP BETWEEN THE PARTIES; SCOPE OF AUTHORITY; INDEMNIFICATION.

(a) Web Agent shall perform all services hereunder as an independent contractor,
and agrees not to hold itself out as an agent of Verio with authority apart from
authority expressly granted under the terms of this Agreement. Web Agent shall
have no expressed or implied authority to assume or create any obligation on
behalf of Verio. Web Agent may, however, hold itself out specifically as a
value-added "Authorized Web Agent" of Verio in the course of fulfilling its
obligations hereunder. Furthermore, it is agreed that neither party is a
fiduciary or quasi-fiduciary of the other. Accordingly, it is agreed that
nothing in this Agreement shall be (i) construed as constituting Web Agent as
other than a limited agent of Verio for any purpose whatsoever or (ii) deemed to
create an employer- employee, partnership, franchise or joint venture
relationship between Verio and Web Agent. Web Agent hereby waives the benefit of
any state or federal laws or regulations dealing with the establishment and
regulation of franchises.

(b) THROUGHOUT THE TERM OF THIS AGREEMENT AND AFTER this Agreement IS
TERMINATED, Verio shall retain full and exclusive ownership of all customers
originated by Web Agent RELATIVE TO VERIO's SERVICES PURSUANT TO THIS AGREEMENT
and all information relating to such customers, and all of Verio's other
property and assets in the Territory. Verio shall maintain its absolute and
unrestricted right to manage its business, to sign all documents on its behalf,
to decide on its behalf, and to carry on its business separately and solely
according to its full power and discretion. Web Agent shall have no powers to
enter into any agreements for or on behalf of Verio.

(c) Each party agrees to indemnify, defend, save and hold the other party
harmless from and against all liabilities, damages, judgments, claims, costs and
expenses, including, but not limited to, reasonable attorneys' fees incurred by
the other party, as a result of or arising out of any breach of obligation,
warranty or representation in this Agreement by the other party ("Claim"). Each
party shall have the right to defend itself against any such Claim.

12. NON-EXCLUSIVITY.

Verio reserves the right to market and sell Services through its own employees
or other representatives, and to appoint other authorized sales representatives,
both within and outside of the geographic areas in which Web Agent operates.

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13. CONFIDENTIAL INFORMATION; NON SOLICITATION OF CUSTOMERS.

(a) All documents and other materials made available to Web Agent or its
employees by Verio in connection with this Agreement and the Services,
including, but not limited to, any and all lists of Verio's customers, and any
information relating to Verio's business, including, but not limited to, sales
and marketing materials, maintenance techniques, credit policies, advertising,
promotions, marketing techniques and prices, or to Verio's customers developed
by Web Agent during the course of this Agreement (collectively "Verio
Confidential Information"), shall be deemed to be confidential to Verio and
shall remain the exclusive property of Verio during and after the term of this
Agreement. Web Agent acknowledges and agrees that Verio Confidential Information
has been developed by Verio through substantial expenditures of time, money and
effort and constitutes unique and valuable property of Verio. Web Agent shall
keep in strict secrecy and confidence all Verio Confidential Information and
shall not during the term of this Agreement or thereafter use Verio Confidential
Information for its own benefit or disclose or permit any of its employees or
agents to disclose, through any medium, Verio Confidential Information to any
other person.

(b) Upon termination or expiration of this Agreement or upon request, Web Agent
shall return all Verio Confidential Information to Verio and certify in writing
that it has returned all such information to Verio and has not kept copies
thereof in any medium.

(c) Web Agent agrees not to solicit any customers of Verio, whether or not
originated by Web Agent, for Web hosting, e-commerce and other Internet presence
services for a period of two (2) years after termination or expiration of this
Agreement

14. WARRANTIES; LIMITATION OF LIABILITY.

(a) Disclaimer of Warranties. Unless Verio notifies Web Agent otherwise, Verio
disclaims all warranties with regard to services rendered under this Agreement,
including all implied warranties of merchantability and fitness for a particular
purpose. Web Agent shall extend no warranties or guarantees without the
pre-approval OF Verio, orally or in writing, in the name of Verio or which would
bind Verio with respect to the performance, design, quality, merchantability, or
fitness for a particular purpose of the Service.

(b) Limitation of Liability. Neither Verio nor its BranchEs, subsidiaries,
suppliers OR parent corporations shall be liable to Web Agent or any third party
for special, consequential, incidental, indirect, tort or cover damages,
including, without limitation, damages resulting from the use or inability to
use the services, delay of delivery and implementation, or loss of profits,
data, business or goodwill, whether or not such party has been advised or is
aware of the possibility of such damages. Verio'S liability for all claims of
any kind arising out of or relating to this Agreement shall be limited solely to
money damages and shall not exceed the amount of commissions due Web Agent.

(c) No Liability for Expiration or Lawful Termination. Neither party shall have
the right to recover damages or to indemnification of any nature, whether by way
of lost profits, expenditures for promotion, payment for good will or otherwise
made in connection with the business contemplated by this Agreement, due to the
expiration or permitted or lawful termination of this Agreement. EACH PARTY
WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR
TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL
BREACH OF THIS AGREEMENT.

15. TERM; TERMINATION.

(a) This Agreement shall commence on the date stated above and shall remain in
effect for two (2) years unless terminated pursuant to the provisions specified
below. Web Agent may request up to three (3) one-year extensions of this
Agreement ("Extension"). Web Agent must make each such Extension request in
writing not more than one hundred eighty (180) days and not less than ninety
(90) days before the expiration of the then current term. No Extension shall be
effective unless such Extension is consented to by Verio in writing.

(b) Moreover, Verio may terminate this Agreement immediately without notice at
any time in the event of the occurrence of any of the following:

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        (i) Breach of any covenant, term or condition of this Agreement by Web
        Agent which breach continues unremedied for a period of ten (10) days
        after notice to Web Agent of such breach;

        (ii) An assignment by Web Agent for the benefit of creditors or Web
        Agent becomes bankrupt or insolvent, or takes benefit of, or becomes
        subject to, any legislation in force relating to bankruptcy or
        insolvency, it being understood that the appointment of a receiver or
        trustee of the property and assets of the Web Agent is conclusive
        evidence of insolvency; or

        (iii) Verio is unable to provide the Service by reason of any law, rule,
        regulation, or order of any municipal, state or federal authority,
        including, but not limited to, any regulatory authority having
        jurisdiction.

(c) The provisions of Sections 6, 9(e), 11, 13, 14, 15(c) and 16 of this
Agreement shall survive all terminations and/or Extension of this Agreement (or
any part thereof).

16. MISCELLANEOUS.

(a) Force Majeure. Verio shall not be liable for, and is excused from, any
failure to perform or for delay in the performance of its obligations under this
Agreement due to causes beyond its control, including without limitation,
interruptions of power or telecommunications services, failure of Verio's
suppliers or subcontractors, acts of nature, governmental actions, fire, flood,
natural disaster, or labor disputes.

(b) Waiver. No failure of Verio to pursue any remedy resulting from a breach of
this Agreement by the other party shall be construed as a waiver of that breach
by Verio, nor as a waiver of any subsequent or other breach unless such waiver
is in writing and signed by Verio.

(c) Severability. In the event any provision of this Agreement shall be invalid,
illegal or unenforceable in any respect, such a provision shall be considered
separate and severable from the remaining provisions of this Agreement, and the
validity, legality or enforceability of any of the remaining provisions of this
Agreement shall not be affected or impaired by such provision in any way.

(d) Non-Assignment. Web Agent may not assign this Agreement or any rights or
obligations of Web Agent under this Agreement, in whole or in part, without the
express written consent of Verio.

(e) Choice of Law. This Agreement shall be construed in accordance with the laws
of the state of Colorado regardless of its choice of laws provision.

(f) Notices. Notices required to be given by one party to another shall be
deemed properly given only when reduced to writing and sent to the addresses
stated above or provided by either party from time to time by certified mail,
return receipt requested, postage prepaid, by courier, by facsimile or email and
shall be effective upon delivery. Either party may change the addresses for
giving notice from time to time by written instructions to the other party of
such change of address.

(g) Entire Agreement. All exhibits to this Agreement shall be incorporated in
and constitute parts of this Agreement. This Agreement, the Exhibits hereto and
the Guide, each as amended from time to time, constitute the entire
understanding between the parties in relation to the subject matter hereof and
supersede all prior discussions, agreements and representations, whether oral or
written and whether or not executed by Verio or Web Agent. Unless otherwise
provided in this Agreement, no modification, amendment or other change may be
made to this Agreement or any part thereof unless reduced to writing and
executed by authorized representatives of both parties. Verio may change any
terms of the Verio Authorized Sales Representative Program without prior notice
to Web Agent; provided, however, that Web Agent shall be permitted to terminate
this agreement and its participation in the Verio Authorized Sales
Representative Program, at its sole discretion, upon

<PAGE>

implementation of any such change by Verio.

IN WITNESS WHEREOF, the parties hereto have executed this Web Agent Agreement on
the date stated above.

VERIO INC.:

By:
   -----------------------------------------
            (Authorized Signature)

Print:
      --------------------------------------
Title:
      --------------------------------------




WEB AGENT:

       Pro-Active Solutions, Inc.
       --------------------------
       (Company Name)

       Applied for
       --------------------------
       (Federal Tax ID Number)

By:    /s/ Ronald J. Stauber
       --------------------------
       (Authorized Signature)
Print: Ronald J. Stauber
Title: Attorney, Duly Authorized



                                    EXHIBIT 1
                   FIXED AND RESIDUAL COMMISSIONS AND SERVICES

Fixed Commission

Fixed Commissions will be paid to Web Agent based on the number of active
customers for Services determined as of the final calendar day of each calendar
month during the term of this Agreement. Verio shall pay Web Agent on the
following Fixed Commission schedule:

    - 0 to 50 customers = 20% of the cash collected on monthly service charge
      for each Service

    - 51 to 200 customers = 25% of the cash collected on monthly service charge
      for each Service

    - 201+ customers = 30% of the cash collected on monthly service charge for
      each Service

Verio reserves the right to run promotions and discounts to end users as Verio
deems necessary which may affect total cash collected. For example, if a
promotion provides that new end users of Plan 1 who sign up for 5 months will
receive the 6th month free, Commissions will be paid on "cash collected" from
the end user or $124.75 (5 x $24.95 not 6 x $24.95).

Residual Option

    - Subject to Section 9(e), Verio shall pay Web Agent on the following
      Residual Commission schedule:

    - Under 50 customers=30% of Residual Revenue

    - 51 to 200 customers = 37.5% of Residual Revenue

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    - 201+ = 45% of Residual Revenue

Services

Verio will pay the applicable commission percentage related to the following
Services:

HOSTING:

    - Bronze Plan $24.95 per month

    - Silver Plan $49.95 per month

    - Gold Plan $99.95 per month

    - Platinum Plan $249.95 per month

    - Plan NT1 $49.95 per month

    - Plan NT2 $99.95 per month

    - ExpresStart $24.95 per month

    - Domain Pointer $10.00 per month

    - Domain Parking $49

E-COMMERCE:

    - VerioStore300 $199.95 per month

    - VerioStore300 Bolt-on $199.95 per month

    - VerioStore2000 $299.95 per month

    - VerioStore2000 Bolt-on $299.95 per month

    - VerioStore5000 $399.95 per month

    - VerioStore5000 Bolt-on $399.95 per month

    - Cyberstand Commerce Plan $34.95 per month

    - Evendor Commerce Plan $74.95 per month

    - MarketPlace Commerce Plan $124.95 per month

ADDITIONAL A LA CARTE ITEMS:

    - Data Transfer $0.10 per mb of additional data transfer per month

    - Disk Space $1.00 per mb of additional disk space per month

    - POP Accounts $2.00 each additional per month

    - E-mail Forwarding $1.00 each additional per month

<PAGE>

    - Autoresponders $1.00 each additional per month

Verio reserves the right to amend its Service offerings and add, delete, suspend
or modify the terms and conditions of the Services, at any time and from time to
time, and to determine whether and when any such changes apply to both existing
or future customers.


                                    EXHIBIT 2
                           ORDER PLACEMENT PROCEDURES

Customers shall place orders directly with Verio for the Services through Web
Agent's Store Front. Web Agent shall be responsible for:

1. Informing customer that customer's web browser must accept cookies to place
orders for Services online; and

2. Processing orders via the Web Agent's Store Front from inception to
submission of the order to Verio, including directing customers to remain linked
to the Web Agent's Store Front while submitting orders and the completion of all
required fields in the electronic Service Order form located on Verio's web
site.

Web Agent may not at any time provide any billing arrangement or payment on
behalf of a customer. Verio shall not pay a commission to Web Agent in the event
that a customer orders Services directly from Verio's web site without first
linking from the Web Agent's Store Front.