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
                     ---------------------------------------




<PAGE>
                                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


                                        ii
<PAGE>

                          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

<PAGE>

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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<PAGE>
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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<PAGE>

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.

                                       5
<PAGE>

         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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<PAGE>

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


                                       7
<PAGE>

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


                                       8
<PAGE>

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


                                       9
<PAGE>

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


                                       10
<PAGE>

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.

                                       11
<PAGE>

         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  may  reasonably  require  for its own and
Franchisee's protection. Franchisor shall be named an additional insured in such
policy or policies.

         B     Such  policy  or  policies  shall  be  written   by an  insurance
company licensed in the state in which  Franchisee  operates and having at least
an "A" Rating  Classification  as indicated  in A.M.  Best's Key Rating Guide in
accordance  with  standards  and  specifications  set  forth  in the  Manual  or
otherwise  in writing,  and shall  include,  at a minimum  (except as  different
coverages and policy limits may reasonably be specified for all franchisees from
time  to time  by  Franchisor  in the  Manual  or  otherwise  in  writing),  the
following:

               1.  All "Risks"  or "Special"  form  coverage   insurance  on all
furniture,  fixtures,  equipment,  supplies  and  other  property  used  in  the
operation of the Franchised  Business,  (which coverage may include flood and/or
earthquake coverage,  where there are known exposures to either peril or theft )
for full repair as well as replacement value of the equipment,  Improvements and
betterments,  except that an appropriate  deductible  clause shall be permitted,
not to exceed ONE THOUSAND DOLLARS ($1,000.00).

               2. Workers' Compensation and  Employer's  Liability  insurance as
well as such other  insurance as may be required by statute or rule of the state
or county in which the Franchised Business is located and operated.

               3.  Individual  Franchisees excluding  REZcity  Plus  Franchisees
may not need the full coverage of insurance  outlined  below unless they operate
outside their home with the exception of Errors and Omissions insurance which is
provided by  Franchisor  as a rider  policy  with a cost of $75 per year,  which
amount could increase in future years based on the cost of  Franchisor's  master
policy with its carrier.

               4.  For  REZcity  Plus:  Franchisee   shall   purchase  insurance
according  to the  specifications  that  Franchisor  designates  in the  current
version of its manual.  Franchisee is required to purchase and maintain a policy
or policies of comprehensive  public  liability  insurance,  including  products
liability  coverage,  covering  all  assets ,  personnel  and  activities  on an
occurrence  basis  with a combined  single  limit for  bodily  injury,  death or
property damage of not less than $1,000,000. Franchisor may increase the minimum
coverage requirement annually if necessary to reflect inflation or other changes
in circumstances.  Franchisee must carry Bailee's Insurance  sufficient to cover
the total loss or destruction of all seller's items in Franchisee's  possession.
In  addition,   Franchisee  must  maintain  policies  of  workers   compensation
insurance,  disability  insurance  and any other types of insurance  required by
applicable  law.  Each  insurance  policy that  Franchisor  requires  under this
Agreement must contain a provision  that the policy cannot be cancelled  without


                                       12
<PAGE>

thirty  (30)  days'  written  notice  to  Franchisor.  It must be  issued  by an
insurance  company  of  recognized   responsibility,   designate  Franchisor  an
additional  named insured and be satisfactory  to Franchisor in form,  substance
and coverage.  Franchisee  shall deliver a certificate of the issuing  insurance
company  evidencing  each  policy to  Franchisor  within ten (10) days after the
policy is renewed.

               5.  Commercial   General Liability   insurance,   including a per
premises  aggregate  with  the  following  coverage's:  broad  from  contractual
liability; personal injury; medical payments and fire damage liability; insuring
Franchisor and Franchisee against all claims,  suits,  obligations,  liabilities
and damages,  including  attorneys' fees, based upon or arising out of actual or
alleged personal  injuries or property damage resulting from or occurring in the
course of, or on about or otherwise concerning the Franchise Business, including
General Aggregate coverage in the following minimum limits:

                                                                 Minimum Limits
         Recommended Coverage                                     of Coverage
         --------------------                                     -----------

         General Aggregate.........................................$500,000
         Personal Injury...........................................$500,000
         Each Occurrence...........................................$500,000
         Fire Damage (any one fire).................................$50,000
         Medical Expense (any one person)............................$5,000
         Automobile Liability Insurance (including owned, hired
            and non-owned coverage)................................$500,000



               5. Such  insurance as  necessary  to provide  coverage  under the
indemnity provisions set forth in Paragraph XXII.C. of this Agreement.

               6. Such  additional  insurance and types  of coverage  as  may be
required by the terms of any lease for the Premises,  or as may be required from
time to time by Franchisor.

         The  amounts  required  herein  may be  modified  from  time to time by
Franchisor to reflect inflation or future experience with claims.

         C.    The insurance afforded  by  the  policy  or  policies  respecting
liability  shall not be limited in any way by reason of any insurance  which may
be  maintained  by  Franchisor.  Within  sixty (60) days of the  signing of this
Agreement,  but in no event later than thirty (30) days prior to commencement of
operations  of the  Franchised  Business,  a  Certificate  of Insurance  showing
compliance with the foregoing  requirements  shall be furnished by Franchisee to
Franchisor  for  approval.  Such  certificate  shall  state that said  policy or
policies  shall not be  canceled or altered  without at least  thirty (30) days'
prior  written  notice to  Franchisor  and shall  reflect  proof of  payment  of
premiums. Maintenance of such insurance and the performance by Franchisee of the
obligations under this Paragraph XV.C. shall not relieve Franchisee of liability
under the indemnity  provision set forth in this  Agreement.  Minimum  limits as
required  above may be modified  from time to time, as  conditions  require,  by
written notice to Franchisee.

         D.    Should  Franchisee, for any reason, not procure and maintain such
insurance  coverage  as required by this  Agreement,  Franchisor  shall have the
right and authority (without,  however,  any obligation to do so) to immediately
procure such insurance coverage and to charge same to Franchisee, which charges,
together with a reasonable fee for expenses incurred by Franchisor in connection
with such procurement, shall be payable by Franchisee immediately upon notice.

                                       13
<PAGE>

XVI.           COVENANTS
               ---------


         A.    Unless otherwise specified, the term "Franchisee" as used in this
Paragraph XVI.  shall  include,  collectively  and  individually,  Franchisee as
defined in Paragraph XXXII.

         B.    Franchisee covenants  that, during  the term  of this  Agreement,
except as otherwise  approved in writing by  Franchisor,  Franchisee  shall not,
either  directly  or  indirectly,  for itself,  or  through,  on behalf of or in
conjunction  with  any  person,  persons,  partnership,   corporation,   limited
liability company or other entity:

               1.  Divert or attempt to divert  any  business  or clients of the
Franchised  Business  to any  competitor,  by direct or indirect  inducement  or
otherwise, or do or perform, directly or indirectly,  any other act injurious or
prejudicial to the goodwill associated with the Marks or the System;

               2.  Employ  or seek to  employ  any  person  who is at that  time
employed by Franchisor or by any other  franchisee  licensed by  Franchisor,  or
otherwise  directly or indirectly  induce or seek to induce such person to leave
his or her employment; or

               3. Own, maintain, engage in, consult with or have any interest in
any competitive business (including any business operated by Franchisee prior to
entry into this  Agreement)  specializing,  in whole or in part,  in operating a
business providing Internet advertising services,  Online Auctions,  and related
services,  the same as or  similar  to those  offered or  provided  through  the
System.

         C.    Franchisee   specifically acknowledges  that,  pursuant  to  this
Agreement,  Franchisee  shall receive  certain  trade  secrets and  confidential
information   including,   without   limitation,   information   regarding   the
promotional,   operational,  sales  and  marketing  methods  and  techniques  of
Franchisor and the System.  Accordingly,  Franchisee  covenants that,  except as
otherwise approved in writing by Franchisor,  Franchisee shall not, for a period
of one  (1)  year  after  the  expiration  or  termination  of  this  Agreement,
regardless  of the cause of  termination,  either  directly or  indirectly,  for
itself or through,  on behalf of or in  conjunction  with any  person,  persons,
partnership,  corporation,  limited  liability  company  or other  entity,  own,
maintain,  engage  in,  consult  with  or  have  any  interest  in any  business
specializing,  in whole or in part, in providing Internet  advertising  services
and related services, the same as or similar to those offered or provided in the
System within:

               1.  the  metropolitan   statistical  area  where  the  Franchised
Business is located; or

               2. a radius  of ten  (10)  miles of the  Territory  of any  other
business  using  the  System,  whether  franchised  or  owned  and  operated  by
Franchisor or any affiliate of Franchisor.

         D.    Each of the foregoing covenants shall be construed as independent
of any other covenant or provision of this Agreement. If all or any portion of a
covenant in this Paragraph XVI. is held unreasonable or unenforceable by a court
or agency having valid  jurisdiction  in an unappealed  final  decision to which
Franchisor is a party, Franchisee shall be bound by any lesser covenant subsumed
within the terms of such  covenant  that imposes the maximum  duty  permitted by
law, as if the resulting  covenant were separately  stated in and made a part of
this Paragraph XVI.

         E.    Franchisee understands  and  acknowledges that  Franchisor  shall
have the right, in its sole discretion,  to reduce the scope of any covenant set
forth in Paragraphs XVI.B. and XVI.C. in this Agreement, or any portion thereof,
without Franchisee's  consent,  effective immediately upon receipt by Franchisee


                                       14
<PAGE>

of written  notice  thereof,  and  Franchisee  shall comply  forthwith  with any
covenant as so modified,  which shall be fully enforceable  notwithstanding  the
provisions of Paragraph XXVII.

         F.    Franchisor shall have the right to  require  all of  Franchisee's
personnel  performing  managerial,  supervisory and marketing  functions and all
personnel  receiving  training from Franchisor to execute similar covenants in a
form satisfactory to Franchisor.

         G.    Franchisee acknowledges that Franchisor shall be entitled to seek
immediate equitable remedies  including,  but not limited to, restraining orders
in order to safeguard such proprietary,  confidential and special information of
Franchisor  and that money  damages alone would be an  insufficient  remedy with
which to  compensate  Franchisor  for any breach of the terms of this  Paragraph
XVI.

XVII.          DEFAULT AND TERMINATION
               -----------------------

         A.    If  Franchisee  is in  substantial compliance with this Agreement
and Franchisor  materially breaches this Agreement and fails to cure such breach
within  a  reasonable   time  after  written  notice  thereof  is  delivered  to
Franchisor,  Franchisee may terminate  this  Agreement  unless the breach cannot
reasonably be cured within thirty (30) days, in which case  Franchisee will have
the right to terminate  this  Agreement if, after receipt of a written notice of
default,  Franchisor  does not promptly  undertake and continue  efforts to cure
such mutual breach within a reasonable  period of time,  and furnish  Franchisee
reasonable  proof of such  efforts.  To  terminate  this  Agreement  under  this
Paragraph,  Franchisee  must provide a separate  written notice of  termination,
which will be  effective  thirty  (30) days  after  delivery  of such  notice to
Franchisor.  Such termination shall be effective thirty (30) days after delivery
to  Franchisor  of  written  notice  that  such  breach  has not been  cured and
Franchisee elects to terminate this Agreement.

         B. This Agreement shall, at the option of Franchisor, terminate without
notice of termination,  if Franchisee or its owner(s),  member(s),  director(s),
general partner(s), officer(s) or key employee(s):

               1. Fails to  establish  and equip the  Premises  as  provided  in
          Section III. of this Agreement;

               2.  Fails to  satisfactorily  complete  the  training  program as
          provided in Section IV. of this Agreement;

               3. Has made any  material  misrepresentation  or  omission in its
          application for the franchise;

               4. Is  convicted  of or  pleads no  contest  to a felony or other
crime  or  offense  that  is  likely  to  adversely  affect  the  reputation  of
Franchisor, Franchisee or the Franchised Business;

               5. Makes any unauthorized  use,  disclosure or duplication of any
portion of the Manual or duplicates or discloses or makes any  unauthorized  use
of any trade secret or confidential information provided to Franchisee;

               6. Abandons,  fails or refuses to actively operate the Franchised
Business for five (5) or more consecutive days,  unless the Franchised  Business
has not been  operational  for a purpose  approved  by  Franchisor,  or fails to
relocate  to  approved  premises  within an  approved  period of time  following
expiration or termination of the lease for the Premises, if applicable;

                                       15
<PAGE>

               7.  Surrenders  or  transfers  control  of the  operation  of the
Franchised  Business,  makes  or  attempts  to make an  unauthorized  direct  or
indirect assignment of the franchise or an ownership interest in Franchisee,  or
fails or refuses to assign the  franchise  or the  interest in  Franchisee  of a
deceased or incapacitated controlling owner thereof as herein required;

               8. Is adjudicated  as bankrupt,  becomes  insolvent,  commits any
affirmative act of insolvency or files any action or petition of insolvency;  if
a receiver  (permanent  or  temporary)  of its  property or any part  thereof is
appointed by a court of competent  authority;  if it makes a general  assignment
for the benefit of its  creditors;  if a final judgment  remains  unsatisfied of
record for thirty  (30) days or longer  (unless  supersedes  bond is filed);  if
execution  is levied  against  Franchisee's  business  or  property;  if suit to
foreclose  any lien or mortgage  against its Premises or equipment is instituted
against  Franchisee  and not dismissed  within thirty (30) days or is not in the
process of being dismissed;

               9. Materially  misuses or makes an unauthorized use of any of the
Marks or commits any other act which can  reasonably  be expected to  materially
impair the goodwill associated with any of the Marks;

               10. Fails on two (2) or more separate occasions within any period
of twelve (12)  consecutive  months to submit  reports or other  information  or
supporting  records when due, to pay amounts due for purchases  from  Franchisor
and any affiliate of Franchisor or other payments when due to Franchisor and any
affiliate  of  Franchisor,  or  otherwise  fails to comply with this  Agreement,
whether or not such  failures to comply are  corrected  after notice  thereof is
delivered to Franchisee; or

               11.  Continues to violate any health or safety law,  ordinance or
regulation  or operates  the  Franchised  Business  in a manner that  presents a
health or safety hazard to its clients or the public.

               12,  As a  REZcity  Plus  Franchisee,  Franchisee  cannot  own an
auction  site from eBAY or any other  provider  or sell goods for a third  party
under any condition.

         C.    This Agreement shall terminate, at Franchisor's sole option, upon
the occurrences of any of the following events and Franchisee's  failure to cure
within the specified time periods if Franchisee:

               1.  Fails  or  refuses  to  make  payments  of  any  amounts  due
Franchisor or any affiliate of Franchisor for purchases  from  Franchisor or any
affiliate of Franchisor, or any other amounts due to Franchisor or any affiliate
of  Franchisor,  and does not correct such failure or refusal within thirty (30)
days after written notice of such failure is delivered to Franchisee; or

               2. Fails or refuses to comply  with any other  provision  of this
Agreement,  or any  mandatory  specification,  standard or  operating  procedure
prescribed  in the Manual or  otherwise  in writing,  and does not correct  such
failure within thirty (30) days or provide proof  acceptable to Franchisor  that
Franchisee  has made all  reasonable  efforts to correct  such failure and shall
continue to make all  reasonable  efforts to cure until a cure is  effected;  if
such  failure  cannot  reasonably  be  corrected  within  thirty (30) days after
written notice of such failure to comply is delivered to Franchisee.

         D.    To the extent  that the  provisions  of  this  Agreement  provide
for periods of notice less than those required by applicable law, or provide for
termination,  cancellation,  non-renewal  or the like,  other than in accordance
with  applicable  law, to the extent such are not in accordance  with applicable
law, such provisions  shall not be effective,  and Franchisor  shall comply with
applicable law in connection with each of these matters.

                                       16
<PAGE>

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

         Upon  termination or expiration,  this Agreement and all rights granted
hereunder to Franchisee shall forthwith terminate and:

         A.    Franchisee  shall  immediately  cease  to operate the  Franchised
Business under this Agreement and shall not thereafter,  directly or indirectly,
represent to the public or hold itself out as a present or former  franchisee of
Franchisor.

         B.    Upon demand by  Franchisor, Franchisee shall  assign  (or,  if an
assignment is prohibited, a sublease for the full remaining term and on the same
terms and  conditions  as  Franchisee's  lease) its  interest in a  conventional
office  space  lease  (if  applicable)  then  in  effect  for  the  Premises  to
Franchisor,  and Franchisee shall furnish Franchisor with evidence  satisfactory
to Franchisor of compliance with this  obligation  within thirty (30) days after
termination or expiration of this Agreement.

         C.    Franchisee shall  immediately  and permanently  cease to use,  by
advertising  or in  any  other  manner  whatsoever,  any  confidential  methods,
procedures,  trade secrets, processes and techniques associated with the System,
the Marks and any distinctive forms, slogans,  signs, symbols,  logos or devices
associated with the Marks or System.  In particular,  Franchisee  shall cease to
use, without limitation, all signs, advertising materials, stationery, forms and
any other article which displays the Marks.

         D.    Franchisee  shall take such  action as may be necessary to cancel
or assign to Franchisor,  at Franchisor's option, any assumed name or equivalent
registration  filed with state,  city or county  authorities  which contains the
name "RezCity.com,"  "REZconnect.com," or any of the Marks, and Franchisee shall
furnish  Franchisor with evidence  satisfactory to Franchisor of compliance with
this obligation  within thirty (30) days after termination or expiration of this
Agreement.

         E.    Franchisee shall promptly pay all sums owing to Franchisor.In the
event of termination for any default of Franchisee, such sums shall include, but
not be  limited  to,  all  damages,  costs and  expenses,  including  reasonable
attorneys' fees incurred by Franchisor as a result of the default.

         F.    Franchisee   shall  pay  to  Franchisor  all  damages,  costs and
expenses,   including   reasonable   attorneys'  fees,  incurred  by  Franchisor
subsequent to the  termination or expiration of the franchise  herein granted in
obtaining  injunctive or other relief for the  enforcement  of any provisions of
this Paragraph XVIII. or Paragraph XVI.

         G.    Franchisee shall  immediately turn over to Franchisor the  Manual
and all other manuals,  client lists, records, files,  instructions,  brochures,
agreements,  disclosure  statements and any and all other materials  provided by
Franchisor to Franchisee  relating to the operation of the  Franchised  Business
(all of which are acknowledged to be Franchisor's property).

         H.    Franchisee hereby acknowledges  that all  telephone and facsimile
numbers,  e-mail and Internet  addresses used in the operation of the Franchised
Business  constitute  property  of  Franchisor.   Franchisee  agrees,  prior  to
utilizing any telephone number in conjunction with the Franchised  Business,  to
execute an agreement assigning such telephone listing and numbers to Franchisor,
which shall become  effective upon termination of this Agreement for any reason.
In  addition,  Franchisee  shall  notify the  telephone  company and all listing
agencies of the  termination  or  expiration  of  Franchisee's  right to use any
telephone  numbers and  facsimile  numbers in any regular,  classified  or other
telephone  directory listing associated with the Marks and to authorize transfer
of same to or at the direction of Franchisor.

                                       17
<PAGE>

         I.    Franchisor shall have the right(but not the duty) to be exercised
by  notice  of intent to do so within  thirty  (30) days  after  termination  or
expiration, to purchase for cash, except as provided in this Paragraph XVIII.K.,
any or all assets of the Franchised Business,  including leasehold improvements,
equipment,  supplies and other  inventory,  advertising  materials and all items
bearing the Marks, at Franchisee's cost or fair market value, whichever is less.
If Franchisor  elects to exercise any option to purchase as herein provided,  it
shall  have the right to set off all  amounts  due from  Franchisee  under  this
Agreement, if any, against any payment therefore.

         J.    Franchisee shall comply with the covenants contained in Paragraph
XVI. of this Agreement.

         K.    All  obligations of Franchisor and Franchisee  which expressly or
by their nature survive the  expiration or  termination of this Agreement  shall
continue  in full  force and  effect  subsequent  to and  notwithstanding  their
expiration  or  termination  and until  they are  satisfied  or by their  nature
expire.

XIX.           TRANSFERABILITY OF INTEREST
               ---------------------------

         A.    This  Agreement and all  rights  hereunder  can be  assigned  and
transferred  by  Franchisor  and, if so,  shall be binding upon and inure to the
benefit of Franchisor's  successors and assigns;  provided,  however,  that with
respect  to any  assignment  resulting  in  the  subsequent  performance  by the
assignee of the functions of Franchisor,  the assignee shall: (i) at the time of
such  assignment,   be  financially  responsible  and  economically  capable  of
performing the obligations of Franchisor  hereunder;  and (ii) expressly  assume
and agree to perform such obligations.

         B.    Franchisee  shall  not  transfer,  sell or assign fifteen percent
(15%) or more of the assets used in the  Franchised  Business  or any  ownership
interest licensed hereunder without the written consent of Franchisor.

         C.    The  rights  and duties   of   Franchisee   as  set forth in this
Agreement,  and the franchise  herein granted,  are personal to Franchisee,  and
Franchisor  has agreed to enter into this contract  with  Franchisee in reliance
upon Franchisee's  personal skill and financial  ability.  Accordingly,  neither
Franchisee nor any successor of Franchisee,  either immediate or remote,  to any
part of  Franchisee's  interest in this  Agreement may sell,  assign,  transfer,
convey,  give away, pledge,  mortgage or otherwise encumber any interest in this
Agreement or in the  franchise  granted  hereby.  Any  purported  assignment  or
transfer, whether by operation of law or otherwise, or encumbrance of all or any
part of Franchisee's rights, or of all or any part of Franchisee's company under
this Agreement,  or of all or any part of the operating  control of the business
of Franchisee,  shall be null and void and shall constitute a material breach of
this  Agreement,  for which breach  Franchisor may then terminate this Agreement
without  notice or  opportunity  to cure,  unless such  assignment,  transfer or
encumbrance has the prior written consent of Franchisor.

         D.    If  Franchisee  desires  to sell or  transfer  all or any part of
its interest in this Agreement and Franchise,  or all or any part of the company
which operates the Franchised  Business,  to any  transferee,  Franchisee  shall
first  obtain the  written  consent of  Franchisor  to such  transaction,  which
consent will be conditioned upon the satisfaction of the following conditions:

               1. All obligations  owed to Franchisor and all other  outstanding
obligations  relating  to the  Franchised  Business  shall  be  fully  paid  and
satisfied.

               2. Unless  prohibited by the law of the state where the Franchise
is  located,  Franchisee  shall  have  executed  a  general  release,  in a form
satisfactory to Franchisor,  of any and all claims against Franchisor  including


                                       18
<PAGE>

its officers,  directors,  shareholders  and employees,  in their  corporate and
individual  capacities,  including,  without  limitation,  claims  arising under
federal,  state and local  laws,  rules and  ordinances,  and any other  matters
incident to the termination of this Agreement or to the transfer of Franchisee's
interest herein or to the transfer of Franchisee's  ownership of all or any part
of  the  business  which  operates  this  Franchise.  If a  general  release  is
prohibited, Franchisee shall give the maximum release allowed by law.

               3. The transferee  shall have satisfied  Franchisor that it meets
Franchisor's   management,   business  and  financial  standards  and  otherwise
possesses the character and  capabilities,  including  business  reputation  and
credit rating,  as Franchisor may require to demonstrate  ability to conduct the
Franchised Business.

               4. The transferee and, at Franchisor's option, all persons owning
any  interest  in the  transferee,  shall  execute  the  then-current  Franchise
Agreement for new  franchisees  which may be  substantially  different from this
Agreement,  including,  without  limitation,  differences in Sales  Commissions,
territorial  protection and other material  provisions.  The Franchise Agreement
then executed shall be for the term specified in such Agreement.

               5. The  transferee  shall have executed a general  release,  in a
form  satisfactory to Franchisor,  of any and all claims against  Franchisor and
its officers,  directors,  shareholders  and employees,  in their  corporate and
individual  capacities,  with  respect  to  any  representations  regarding  the
franchise or the business  conducted  pursuant  thereto or any other matter that
may have been made to the transferee by the selling Franchisee.

               6. Franchisee shall have provided Franchisor with a complete copy
of all contracts and agreements and related documentation between Franchisee and
the transferee relating to the sale or transfer of the franchise.

         E.    Franchisee shall have paid to Franchisor  a  transfer  fee in the
amount of twenty percent (20%) of the then-current initial Franchise Fee. (Up to
$1,500  per town or city;  multiple  zip  codes  within  one town or city  still
constitute a single franchise)

         F. Franchisee  agrees to continue to be bound to the obligations of the
new Franchise  Agreement and to guarantee  the full  performance  thereof by the
transferee, if required by Franchisor.

         G. If  Franchisee  wishes to transfer  this  Agreement  or any interest
therein  to a  corporation,  limited  liability  company or other  legal  entity
("Entity")  which shall be entirely owned by  Franchisee,  which Entity is being
formed for the  financial  planning,  tax or other  convenience  of  Franchisee,
Franchisor's  consent to such transfer shall be  conditioned  upon the following
requirements:

                  1. The Entity shall be newly  organized  and its charter shall
provide that its  activities  are confined  exclusively  to the operation of the
Franchised Business.

                  2. Franchisee  shall retain total ownership of the outstanding
stock or other capital interest in the transferee  Entity,  and Franchisee shall
act as the principal officer or officers and directors thereof.

                  3.  All   obligations  of  Franchisee  to  Franchisor  or  any
affiliate shall be fully paid and satisfied prior to Franchisor's consent.

                                       19
<PAGE>

                  4. The Entity  assignee  shall enter into a written  agreement
with  Franchisor  expressly  assuming the  obligations of this Agreement and all
other agreements relating to the operation of this Franchised  Business.  If the
consent  of any  other  contracting  party to any such  agreement  be  required,
Franchisee  shall have  obtained  such written  consent and provided the same to
Franchisor prior to consent by Franchisor.

                  5. All owners of the stock or other ownership  interest of the
transferee  Entity shall enter into an agreement  with  Franchisor,  jointly and
severally,  guaranteeing  the  full  payment  of  the  Entity's  obligations  to
Franchisor  and the  performance  by the  Entity of all the  obligations  of the
Agreement.

                  6.  Each  stock   certificate  or  other  ownership   interest
certificate  of the  Entity  shall  have  conspicuously  endorsed  upon the face
thereof of a statement  in a form  satisfactory  to  Franchisor  that it is held
subject to, and that further  assignment or transfer  thereof is subject to, all
restrictions imposed upon transfers and assignments by this Agreement.

                  7.   Copies   of   the   transferee   Entity's   Articles   of
Incorporation,  Bylaws,  Operating Agreement, and other governing regulations or
documents,  including  resolutions of the Board of Directors  authorizing  entry
into this Agreement, shall be promptly furnished to Franchisor. Any amendment to
any such  documents  shall also be  furnished  to  Franchisor  immediately  upon
adoption.

                  8.  The  term  of  the  transferred  franchise  shall  be  the
unexpired term of this Agreement.

                  9. Franchisor's  consent to a transfer of any interest in this
Agreement or of any  ownership  interest in the  Franchised  Business  shall not
constitute a waiver of any claims  Franchisor may have against the transferor or
the transferee,  nor shall it be deemed a waiver of Franchisor's right to demand
compliance with the terms of this Agreement.

         H.    Franchisor   may,  without  liability  of  any  kind  or   nature
whatsoever  to  Franchisee,  make  available  for  inspection  by  any  intended
transferee of Franchisee  all or any part of  Franchisor's  records  relating to
this Agreement,  the Franchised Business,  or to the history of the relationship
of  the  parties  hereto.   Franchisee  hereby  specifically  consents  to  such
disclosure by Franchisor and absolutely  releases and agrees to hold  Franchisor
harmless from and against any claim, loss or injury resulting from an inspection
of  Franchisor's  records  relating to this franchise by an intended  transferee
identified by Franchisee.

         I.    Franchisee   shall   not ,  without  prior  written   consent  of
Franchisor,  place in, on or upon the location of the Franchised Business, or in
any  communication  media,  any form of advertising  relating to the sale of the
Franchised Business or the rights granted hereunder.


XX.            DEATH OR INCAPACITY OF FRANCHISEE
               ---------------------------------

         A.    In the  event  of the  death or  incapacity  of any  person  with
an ownership interest in this Agreement, the heirs,  beneficiaries,  devisee, or
legal representatives of said individual,  partner, member or shareholder shall,
within one hundred eighty (180) days of such event:

                  1.  ______________________________  Agreement  (except that no
transfer fee shall be  required)  and upon  appointing  a designated  manager to
operate the Franchised  Business which manager must begin Franchisor's  training
program  no later than six (6) months  after the date of  Franchisee's  death or
disability; or

                                       20
<PAGE>

                  2. Sell, assign,  transfer or convey Franchisee's  interest in
compliance  with the  provisions  of Sections  XIX. and XXI. of this  Agreement;
provided, however, in the event a proper and timely application for the right to
continue to operate has been made and  rejected,  the one hundred  eighty  (180)
days to sell,  assign,  transfer or convey  shall be  computed  from the date of
application. For purposes of this Paragraph XX.A.2.,  Franchisor's silence on an
application  made pursuant to Paragraph  XIX.D.  through the one hundred  eighty
(180)  days  following  the  event  of  death or  incapacity  shall be  deemed a
rejection made on the last day of such period.

         B.    In  the  event of  the  death or  incapacity  of  an  individual
Franchisee,  or any partner,  shareholder  or member of a Franchisee  which is a
partnership,  corporation  or limited  liability  company,  where the  aforesaid
provisions of Paragraph XIX. have not been  fulfilled  within the time provided,
all rights licensed to Franchisee  under this Agreement  shall, at the option of
Franchisor, terminate forthwith and automatically revert to Franchisor.

         C.    For purposes of this Agreement, "incapacity" shall be defined as
the  inability  of  Franchisee  to  operate  or  oversee  the  operation  of the
Franchised  Business on a regular  basis by reason of any  continuing  physical,
mental or emotional  incapacity,  chemical  dependency or other limitation.  Any
dispute as to the existence of an incapacity as defined herein shall be resolved
by majority decision of three (3) licensed medical physicians  practicing in the
Metropolitan  Statistical Area in which the Franchised Business is located, with
each  party  selecting  one (1)  medical  physician,  and  the  two (2)  medical
physicians  so  designated   selecting   the  third   medical   physician.   The
determination  of the  majority  of the three (3)  medical  physicians  shall be
binding  upon the parties and all costs of making  said  determination  shall be
borne by the party against whom it is made.

XXI.           RIGHT OF FIRST REFUSAL
               ----------------------

         If Franchisee or its owners propose to sell the Franchised Business (or
its assets),  any ownership  interest of Franchisee or any ownership interest in
this  Agreement,  Franchisee or its owners shall obtain and deliver a bona fide,
executed written offer or proposal to purchase or proposal to merge,  along with
all pertinent  documents  including  any contract or due diligence  materials to
Franchisor,  which  shall,  for a period  of  thirty  (30) days from the date of
delivery of all such documents, have the right, exercisable by written notice to
Franchisee or its owners,  to purchase the ownership  interest or assets for the
price and on the terms and  conditions  contained  in such offer or  proposal to
Franchisor,  provided that  Franchisor may  substitute  cash for the fair market
value of any form of payment  proposed in such offer or proposal.  If Franchisor
does not  exercise  this right of first  refusal,  the offer or proposal  may be
accepted by Franchisee or its owners,  subject to the prior written  approval of
Franchisor,  as provided in Paragraph  XIX.  hereof,  provided  that if the sale
fails to  close  within  one  hundred  twenty  (120)  days of the date  thereof,
Franchisor shall again have the right of first refusal herein described.  Should
a  transferee  assume the  rights and  obligations  under this  Agreement,  such
transferee  shall  likewise be subject to  Franchisor's  right of first  refusal
under terms and conditions as set forth herein.

XXII.          INDEPENDENT CONTRACTOR AND INDEMNIFICATION
               ------------------------------------------

         A.    This Agreement does not create a fiduciary  relationship  between
the  parties,   nor  does  it   constitute   Franchisee   as  an  agent,   legal
representative,  joint venturer,  partner, employee or servant of Franchisor for
any purpose  whatsoever;  and it is understood  between the parties  hereto that
Franchisee  shall be an  independent  contractor  and is in no way authorized to
make any contract, agreement, warranty or representation on behalf of Franchisor
to incur any debt, or to create any obligation, express or implied, on behalf of
Franchisor.

                                       21
<PAGE>

         B.    During the term  of this  Agreement  and  any  extension  hereof,
Franchisee  shall hold  itself out to the  public as an  independent  contractor
operating the business pursuant to a franchise from Franchisor. Franchisee shall
take such  affirmative  action as may be necessary to do so  including,  without
limitation,  exhibiting  a notice  of that  fact in a  conspicuous  place on the
Premises and on all forms, stationery or other written materials, the content of
which Franchisor reserves the right to specify.

         C.    Franchisee shall defend, at its own cost,  and indemnify and hold
harmless  Franchisor,  its general  partners  and any  shareholders,  directors,
officers,  employees  and agents,  from and  against any and all losses,  costs,
expenses (including, without limitation, reasonable accountants', attorneys' and
expert  witness fees,  costs of  investigation  and proof of facts,  court costs
other  litigation  expenses,  and  travel  and  living  expenses),  damages  and
liabilities, however caused, resulting directly or indirectly from or pertaining
to the use,  condition or construction,  equipping,  decorating,  maintenance or
operation of the  Franchised  Business,  including  the sale of any Service sold
from the  Franchised  Business,  or from or  pertaining  to any  breach  of this
Agreement by  Franchisee.  Such losses,  claims,  costs,  expenses,  damages and
liabilities  shall  include,  without  limitation,  those arising from latent or
other  defects  in the  Franchised  Business,  whether  or not  discoverable  by
Franchisor,  and those arising from the death or injury to any person or arising
from  damage to the  property  of  Franchisee  or  Franchisor,  their  agents or
employees or any third person, firm or corporation,  whether or not such losses,
claims,  costs,  expenses,  damages or  liabilities  were  actually or allegedly
caused wholly or in part through the active or passive  negligence of Franchisor
or any of its agents or employees or resulted from any strict liability  imposed
on Franchisor or any of its agents or employees.  All such indemnification shall
survive termination of this Agreement.

         D.    Franchisor  shall not,  by  virtue of  any approvals,  advice  or
services provide to Franchisee, assume responsibility or liability to Franchisee
or any third parties to which Franchisor would otherwise be subject.

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

         No  failure  of  Franchisor  to  exercise  any  power  reserved  to  it
hereunder, or to insist upon strict compliance by Franchisee with any obligation
or  condition  hereunder,  and no custom or  practice of the parties in variance
with the terms hereof, shall constitute a waiver of Franchisor's right to demand
exact  compliance with the terms hereof.  Waiver by Franchisor of any particular
default by Franchisee shall not be binding unless in writing and executed by the
party  sought to be charged  and shall not affect or impair  Franchisor's  right
with respect to any subsequent default of the same or of a different nature; nor
shall any delay,  waiver,  forbearance or omission of Franchisor to exercise any
power or rights arising out of any breach or default by Franchisee of any of the
terms,  provisions or covenants hereof, affect or impair Franchisor's rights nor
shall such  constitute a waiver by Franchisor  of any right  hereunder or of the
right to declare any  subsequent  breach or default.  Subsequent  acceptance  by
Franchisor  of any  payment(s)  due to it hereunder  shall not be deemed to be a
waiver by  Franchisor  of any  preceding  breach  by  Franchisee  of any  terms,
covenants or conditions of this Agreement.

XXIV.          NOTICES
               -------

         Any and all notices required or permitted under this Agreement shall be
in writing and shall be deemed  received:  (a) at the time  delivered by hand to
the  recipient  party (or to an officer,  director  or partner of the  recipient
party); (b) on the next business day of the transmission by facsimile, telegraph
or  other  reasonably  reliable  electronic  communication  system;  (c) two (2)
business  days after being placed in the hands of a commercial  courier  service
for guaranteed overnight delivery; or (d) five (5) business days after placement
in the United  States Mail by  Registered  or  Certified  Mail,  Return  Receipt
Requested, postage prepaid and addressed to the party to be notified at its most


                                       22
<PAGE>

current  principal  business  address  of which  the  notifying  party  has been
notified  in  writing.  All  notices,  payments  and  reports  required  by this
Agreement shall be sent to Franchisor at the address below:

         Notices to Franchisor:             RezConnect Technologies, Inc.
                                            560 Sylvan Avenue
                                            Englewood Cliffs, New Jersey 07632
                                            Attention:  Michael Brent, President
                                            Fax No.: 201-567-3265

         With a copy to:                    Harold L. Kestenbaum, Esq.
                                            EAB Plaza, West Tower, 14th Floor
                                            Uniondale, New York 11556
                                            Fax No.: (516) 745-0293

         Notices to Franchisee:
                                            ------------------------------------
                                            ------------------------------------
                                            ------------------------------------
                                            Fax No.:
                                                    -------------------

         With a copy to:
                                            ------------------------------------
                                            ------------------------------------
                                            ------------------------------------
                                            Fax No.:
                                                    -------------------

XXV.           COST OF ENFORCEMENT OR DEFENSE
               ------------------------------

         If Franchisor or Franchisee is required to enforce this  Agreement in a
judicial or arbitration  proceeding,  the prevailing  party shall be entitled to
reimbursement of its costs,  including reasonable  accounting and legal fees, in
connection with such proceeding.

XXVI.          APPROVALS
               ---------

         A.    Whenever this  Agreement  requires the prior  approval or consent
of  Franchisor,  Franchisee  shall make a timely  written  request to Franchisor
therefore  and,  except as otherwise  provided  herein,  any approval or consent
granted shall be effective only if in writing.

          B.   Franchisor   makes   no  warranties or   guarantees  upon   which
Franchisee  may rely and assumes no liability or obligation to Franchisee or any
third party to which it would not otherwise be subject, by providing any waiver,
approval,  advice,  consent or services to Franchisee  in  connection  with this
Agreement,  or by  reason  of any  neglect,  delay  or  denial  of  any  request
therefore.

XXVII.         ENTIRE AGREEMENT
               ----------------

         This Agreement,  any exhibit attached hereto and the documents referred
to herein,  shall be construed  together  and  constitute  the entire,  full and
complete  agreement  between  Franchisor and  Franchisee  concerning the subject
matter hereof, and shall supersede all prior agreements. No other representation
has  induced   Franchisee   to  execute   this   Agreement   and  there  are  no
representations, inducements, promises or agreements, oral or otherwise, between
the parties not embodied herein, which are of any force or effect with reference
to this  Agreement or  otherwise.  No  amendment,  change or variance  from this
Agreement  shall be binding on either party  unless  executed in writing by both
parties.

                                       23
<PAGE>

XXVIII.        SEVERABILITY AND CONSTRUCTION
               -----------------------------

         A.    Each paragraph,  part, term and/or  provision of  this  Agreement
shall be considered severable, and if, for any reason, any paragraph, part, term
and/or  provision  herein is  determined  to be invalid and  contrary  to, or in
conflict with,  any existing or future law or regulation,  such shall not impair
the  operation of or affect the remaining  portions,  paragraphs,  parts,  terms
and/or  provisions of this Agreement,  and the latter shall continue to be given
full force and effect and bind the parties hereto; and said invalid  paragraphs,
parts,  terms  and/or  provisions  shall be deemed  not part of this  Agreement;
provided, however, that if Franchisor determines that said finding of illegality
adversely affects the basic consideration of this Agreement,  Franchisor may, at
its option, terminate this Agreement.

         B.    Anything to the contrary  herein notwithstanding, nothing in this
Agreement is intended,  nor shall be deemed,  to confer upon any person or legal
entity  other  than  Franchisor  or  Franchisee  and  such of  their  respective
successors and assigns as may be contemplated  by this Agreement,  any rights or
remedies under or by reason of this Agreement.

         C.    Franchisee expressly  shall be bound by any  promise or  covenant
imposing the maximum duty  permitted by law which is contained  within the terms
of any provision  hereof, as though it were separately stated in and made a part
of this  Agreement,  that may result from  striking  from any of the  provisions
hereof any portion or  portions  which a court may hold to be  unreasonable  and
unenforceable  in a final  decision  to which  Franchisor  is a  party,  or from
reducing  the scope of any promise or covenant to the extent  required to comply
with such a court order.

         D.    All captions  herein are  intended  solely for the convenience of
the parties,  and none shall be deemed to affect the meaning or  construction of
any provision hereof.

         E.    This  Agreement  may be executed in  multiple  copies,  and each
copy so executed shall be deemed an original.

XXIX.          APPLICABLE LAW
               --------------

         A.    THIS AGREEMENT AND THE RIGHTS OF THE PARTIES WILL NOT TAKE EFFECT
UNLESS AND UNTIL THIS AGREEMENT IS ACCEPTED AND SIGNED BY FRANCHISOR.  EXCEPT TO
THE EXTENT  THIS  AGREEMENT  OR ANY  PARTICULAR  DISPUTE IS GOVERNED BY THE U.S.
TRADEMARK ACT OF 1946 OR OTHER FEDERAL LAW, THIS AGREEMENT AND THE FRANCHISE ARE
GOVERNED  BY  NEW  JERSEY  LAW  (WITHOUT  REFERENCE  TO  ITS  CONFLICT  OF  LAWS
PRINCIPLES),  EXCLUDING ANY LAW  REGULATING  THE SALE OF FRANCHISES OR GOVERNING
THE RELATIONSHIP BETWEEN A FRANCHISOR AND FRANCHISEE,  UNLESS THE JURISDICTIONAL
REQUIREMENTS  OF SUCH  LAWS  ARE MET  INDEPENDENTLY  WITHOUT  REFERENCE  TO THIS
SECTION.  ALL  MATTERS  RELATING  TO  ARBITRATION  ARE  GOVERNED  BY THE FEDERAL
ARBITRATION ACT.

         B.    FRANCHISEE ACKNOWLEDGES THAT THIS  AGREEMENT  IS ENTERED  INTO IN
BERGEN  COUNTY,  NEW JERSEY,  AND THAT ANY ACTION SOUGHT TO BE BROUGHT BY EITHER
PARTY,  EXCEPT THOSE CLAIMS  REQUIRED TO BE  SUBMITTED TO  ARBITRATION  SHALL BE
BROUGHT IN THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN BERGEN COUNTY,  NEW
JERSEY.  THE PARTIES DO HEREBY WAIVE ALL QUESTIONS OF PERSONAL  JURISDICTION  OR
VENUE FOR THE PURPOSES OF CARRYING OUT THIS PROVISION.  THE EXCLUSIVE  CHOICE OF
JURISDICTION  AND VENUE  DOES NOT  PRECLUDE  THE  BRINGING  OF ANY ACTION BY THE


                                       24
<PAGE>

PARTIES,  OR THE ENFORCEMENT BY THE PARTIES OF ANY JUDGMENT OBTAINED IN ANY SUCH
JURISDICTION,  IN ANY OTHER APPROPRIATE JURISDICTION, OR RESTRICT THE ABILITY OF
THE  PARTIES  TO  CONFIRM  OR  ENFORCE  ARBITRATION  AWARDS  IN ANY  APPROPRIATE
JURISDICTION.

         C.    NO RIGHT OR REMEDY CONFERRED UPON OR  RESERVED TO  FRANCHISOR  OR
FRANCHISEE BY THIS  AGREEMENT IS INTENDED TO BE, NOR SHALL BE DEEMED,  EXCLUSIVE
OF ANY OTHER RIGHT OR REMEDY  HEREIN OR BY LAW OR EQUITY  PROVIDED OR PERMITTED,
BUT EACH SHALL BE CUMULATIVE OF EVERY OTHER RIGHT OR REMEDY.

         D.    NOTHING HEREIN CONTAINED SHALL BAR  FRANCHISOR'S  RIGHT TO OBTAIN
INJUNCTIVE  RELIEF  AGAINST  THREATENED  CONDUCT  THAT  SHALL  CAUSE  IT LOSS OR
DAMAGES,  UNDER THE USUAL  EQUITY  RULES,  INCLUDING  THE  APPLICABLE  RULES FOR
OBTAINING RESTRAINING ORDERS AND PRELIMINARY INJUNCTIONS.

         E.    ANY CLAIM CONCERNING THE FRANCHISED BUSINESS OR THIS AGREEMENT OR
ANY RELATED  AGREEMENT  WILL BE BARRED UNLESS AN  ARBITRATION OR AN ACTION FOR A
CLAIM THAT CANNOT BE THE SUBJECT OF ARBITRATION IS COMMENCED WITHIN ONE (1) YEAR
FROM THE DATE ON WHICH  FRANCHISEE OR FRANCHISOR  KNEW OR SHOULD HAVE KNOWN,  IN
THE EXERCISE OF REASONABLE DILIGENCE, OF THE FACTS GIVING RISE TO OR THE CLAIM.

         F.    FRANCHISEE AND FRANCHISOR  EACH  WAIVE,  TO  THE  FULLEST  EXTENT
PERMITTED  BY LAW,  ANY RIGHT OR CLAIM FOR ANY  PUNITIVE  OR  EXEMPLARY  DAMAGES
AGAINST THE OTHER,  AND AGREES THAT IF THERE IS A DISPUTE  WITH THE OTHER,  EACH
WILL BE LIMITED TO THE  RECOVERY OF ACTUAL  DAMAGES  SUSTAINED  BY IT  INCLUDING
REASONABLE ACCOUNTING AND/OR LEGAL FEES AS PROVIDED IN PARAGRAPH XXVI.

         G.    FRANCHISEE AND FRANCHISOR EACH IRREVOCABLY WAIVE TRIAL BY JURY IN
ANY ACTION, WHETHER AT LAW OR EQUITY, BROUGHT BY EITHER OF THEM.

XXX.           ARBITRATION
               -----------

         A.    Any claim  arising out of or relating  to this Agreement,  or any
breach thereof, except any claim(s) relating to confidential  information or the
Marks,  shall be submitted  to  arbitration  in Bergen  County,  New Jersey,  in
accordance with the rules of the American  Arbitration  Association and judgment
upon the award may be entered in any court having jurisdiction thereof and shall
be final, binding and unappealable. The arbitrators are explicitly authorized to
award  attorneys' fees as part of their award.  Nothing  contained herein shall,
however,  be  construed  to limit or to preclude  Franchisor  from  bringing any
action  in  any  court  of  competent   jurisdiction  for  injunctive  or  other
provisional  relief as Franchisor deems to be necessary or appropriate to compel
Franchisee  to comply with its  obligations  hereunder  or to protect its Marks,
copyrights,  trade  secrets or  confidential  information  of  Franchisor.  This
arbitration provision shall be deemed to be self-executing and in the event that
either party fails to appear at any  properly  noticed  arbitration  proceeding,
award may be entered against either party notwithstanding its failure to appear.

                                       25
<PAGE>

         B.    Nothing herein contained shall  bar the right of either party to
seek  and  obtain  temporary   injunctive  relief  from  a  court  of  competent
jurisdiction in accordance with applicable law against  threatened  conduct that
is likely to cause irreparable harm, pending completion of the arbitration.

         C.    It is the intent of the  parties  that  any  arbitration  between
Franchisor and Franchisee shall be of Franchisee's individual claim and that the
claim subject to arbitration shall not be arbitrated on a class-wide basis.

XXXI.          FORCE MAJEURE
-----          -------------

         Whenever  a period of time is  provided  in this  Agreement  for either
party to do or perform any act or thing,  except the payment of monies,  neither
party shall be liable or  responsible  for any delays due to strikes,  lockouts,
casualties, acts of God, war, governmental regulation or control or other causes
beyond the reasonable control of the parties,  and in any event said time period
for the performance of an obligation  hereunder shall be extended for the amount
of time of the delay.  This clause shall not apply or not result in an extension
of the term of this Agreement.

XXXII.         FRANCHISEE DEFINED; GUARANTY
               ----------------------------

         As used in this  Agreement,  the term  "Franchisee"  shall  include all
persons who succeed to the  interest of the original  Franchisee  by transfer or
operation  of law and shall be  deemed to  include  not only the  individual  or
entity defined as "Franchisee" in the introductory  paragraph of this Agreement,
but shall also include all  partners of the entity that  execute this  Agreement
(if the entity is a partnership);  all  shareholders,  officers and directors of
the entity that execute this Agreement (if the entity is a corporation); and all
members, managers or governors of the entity that execute this Agreement (if the
entity  is a  limited  liability  company).  By  their  signatures  hereto,  all
partners, shareholders,  officers, directors, members, managers and governors of
the entity that sign this  Agreement as  Franchisee  acknowledge  and accept the
duties and obligations imposed upon each of them, individually,  by the terms of
this  Agreement.  The singular  usage  includes the plural and the masculine and
neuter usages include the other and the feminine.

XXXIII.        CAVEAT
               ------

         The success of the business  venture  contemplated  to be undertaken by
Franchisee by virtue of this  Agreement is speculative  and depends,  to a large
extent, upon the ability of Franchisee as an independent businessperson, and its
active  participation  in the daily  affairs  of the  business  as well as other
factors.  Franchisor  does  not,  in  this  Agreement  or  otherwise,  make  any
representation or warranty,  express or implied,  as to the potential success of
the business venture contemplated hereby.

XXXIV.         ACKNOWLEDGMENTS
               ---------------

         A.    Franchisee represents and acknowledges that it has received, read
and  understood  this  Agreement and  Franchisor's  Uniform  Franchise  Offering
Circular;  and that Franchisor has fully and adequately explained the provisions
of  each  to  Franchisee's  satisfaction;   and  that  Franchisor  has  accorded
Franchisee  ample time and  opportunity  to  consult  with  advisors  of its own
choosing about the potential benefits and risks of entering into this Agreement.

         B.    Franchisee acknowledges that  it  has  received  a copy  of  this
Agreement and the attachments  thereto, at least five (5) business days prior to
the date on which this Agreement was executed.  Franchisee further  acknowledges
that  Franchisee  has received  the  disclosure  document  required by the Trade
Regulation   Rule  of  the  Federal  Trade   Commission   entitled   "Disclosure


                                       26
<PAGE>

Requirements and Prohibitions  Concerning  Franchising and Business  Opportunity
Ventures"  at  least  ten (10)  business  days  prior to the date on which  this
Agreement was executed.

         C.    Franchisee has been advised to consult with its own advisors with
respect  to the  legal,  financial  and other  aspects  of this  Agreement,  the
business  franchised hereby and the prospects for that business.  Franchisee has
either consulted with such advisors or has deliberately declined to do so.

         D.    The covenants not to compete set forth in this Agreement are fair
and  reasonable  and shall not impose any undue  hardship on  Franchisee,  since
Franchisee has other considerable skills,  experience and education which afford
Franchisee the opportunity to derive income from other endeavors.

         E.    Franchisee affirms that all information  set forth in any and all
applications,  financial  statements  and  submissions  to  Franchisor  is true,
complete and accurate in all respects,  with Franchisee expressly  acknowledging
that Franchisor is relying upon the  truthfulness,  completeness and accuracy of
such information.

         F.    Franchisee has conducted  an  independent  investigation  of  the
business  contemplated  by this  Agreement and recognizes  that,  like any other
business,  an investment in a RezCity.com  Franchised Business involves business
risks and that the  success  of the  venture  is  primarily  dependent  upon the
business abilities and efforts of Franchisee.

         IN WITNESS WHEREOF,  the parties hereto,  intending to be legally bound
hereby,  have duly executed and delivered this Agreement in multiple  copies the
date and year first above written.

ATTEST:                            REZCONNECT TECHNOLOGIES, INC.



                                   By:
--------------------------            -----------------------------------------


                                   Title:
--------------------------               --------------------------------------
                                           (in an official capacity only and not
                                               individually or personally)

                                   Date:
                                        ---------------------------------------


ATTEST:
                                   --------------------------------------------
                                   FRANCHISEE


                                   By:
--------------------------            -----------------------------------------


                                   Title:
--------------------------               --------------------------------------
                                           (in an official capacity only and not
                                               individually or personally)

                                   Date:
                                        ---------------------------------------




                                       27
<PAGE>


                      EXHIBIT A TO THE FRANCHISE AGREEMENT
                      ------------------------------------

                                MAP OF TERRITORY

                            _______ REZcity Franchise

                         _______ REZcity Plus Franchise


































RezConnect Technologies, Inc.                     FRANCHISEE:


By:                                               By:
   ------------------------------                    ---------------------------

Title:                                            Title:
      ---------------------------                       ------------------------

Date:                                             Date:
     ----------------------------                      -------------------------



<PAGE>


                      EXHIBIT B TO THE FRANCHISE AGREEMENT
                      ------------------------------------

                            SALES COMMISSION SCHEDULE


<TABLE>
<CAPTION>
<S>                                      <C>              <C>             <C>

----------------------------------- ------------------------------------------------
                                                    Sales Made By:
--------------------------------- -------------------------------------------------
                                   Franchisee With    Franchisee      Franchisor or
                                  Non-Selling sales  who also owns    other Third
       Product:                       consultants       a Travel          Party
                                                        Agency
--------------------------------- ----------------- ---------------- ---------------
All E-Commerce and Advertising           40%1             40%             20%
Solutions1
--------------------------------- ----------------- ---------------- ---------------
Custom Internet Advertising2             40%              40%             20%
--------------------------------- ----------------- ---------------- ---------------
Online Travel Agency3 Commissions        50%              80%              0%
--------------------------------- ----------------- ---------------- ---------------
REZcity Plus Internet Auction4           50%              50%             20%
--------------------------------- ----------------- ---------------- ---------------

------------------------------------------------------------------------------------
</TABLE>

1        Based upon  percentage of Net-Gross  Revene.  Net Gross Revenue is the
         total  revenue  received by  Franchisor,  411Web.com,  Inc.,  and other
         vendors from the merchant  less credit card merchant fees and any other
         sales commissions paid to a third party.

2        Amount  received is based on the  payments  made by  Merchant  less any
         credit card merchant  fees and other sales expense such as  advertising
         agency  commissions to third parties and other sales expense commission
         if agreed upon in advance  between the  Franchisor,  Franchisee and /or
         the Area Representative.

3        Based  upon  percentage  of the base  gross  commission  profit.  Gross
         commission  Profit  is  the  amount  Franchisor  receives  less  direct
         expenses for  offering  such  services  and other fees  relating to the
         provision of such services. Some commissions are based on a service fee
         charged  to  the  client  and  these   figures  will  be  adjusted  for
         processing,  third party  handling and merchants  fees deducted  before
         revenue sharing occurs.  Any transaction that requires  documents to be
         mailed after receipt from the vendor will incur a mailing/shipping  fee
         before commission splitting occurs.

4        Amount  received is based on the payments  made by consumer to purchase
         merchandise online, less any not-for-profit  organization sharing fees,
         credit card merchant fees and other sales expense.


<PAGE>


                      EXHIBIT C TO THE FRANCHISE AGREEMENT
                      ------------------------------------

                     GUARANTY AND ASSUMPTION OF OBLIGATIONS

         THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this
         day of __________, 20______ , by______________________________________.

         In  consideration  of, and as an  inducement  to, the execution of that
certain  Individual  Franchise  Agreement  (the  "Agreement")  on  this  date by
REZCONNECT  TECHNOLOGIES,  INC. ("us", "we", or "our"),  each of the undersigned
personally  and  unconditionally  (a)  guarantees to us and our  successors  and
assigns,  for  the  term of the  Agreement  and  afterward  as  provided  in the
Agreement,  that  _____________________  ("Franchisee")  will punctually pay and
perform  each and every  undertaking,  agreement  and  covenant set forth in the
Agreement and (b) agrees to be personally  bound by, and  personally  liable for
the  breach  of,  each and  every  provision  in the  Agreement,  both  monetary
obligations and  obligations to take or refrain from taking specific  actions or
to engage or  refrain  from  engaging  in  specific  activities,  including  the
non-competition, confidentiality and arbitration requirements.

         Each of the undersigned consents and agrees that: (1) his or her direct
and immediate liability under this Guaranty will be joint and several; (2) he or
she will render any payment or  performance  required  under the Agreement  upon
demand if Franchisee  fails or refuses  punctually to do so; (3) this  liability
will not be contingent or conditioned  upon our pursuit of any remedies  against
Franchisee or any other person;  and (4) this  liability will not be diminished,
relieved  or  otherwise  affected  by any  extension  of time,  credit  or other
indulgence  which we may from time to time grant to  Franchisee  or to any other
person, including,  without limitation, the acceptance of any partial payment of
performance  of the  compromise or release of any claims,  none of which will in
any way modify or amend this Guaranty,  which will be continuing and irrevocable
during the term of the Agreement.

         Each of the  undersigned  waives all rights to payments  and claims for
reimbursement  or  subrogation  which any of the  undersigned  may have  against
Franchisee arising as a result of the undersigned's execution of and performance
under this Guaranty.

         IN WITNESS  WHEREOF,  each of the  undersigned  has  affixed his or her
signature on the same day and year as the Agreement was executed.

GUARANTOR(S)
------------

---------------------------------             ---------------------------------

---------------------------------             ---------------------------------

---------------------------------             ---------------------------------

---------------------------------             ---------------------------------



<PAGE>


                      AMENDMENT TO THE FRANCHISE AGREEMENT

                          RezConnect Technologies, Inc.

FOR THE STATE OF CALIFORNIA
---------------------------

         This Amendment to the Franchise Agreement is agreed to this ____ day of
__________,     20___,    between    RezConnect    Technologies,     Inc.    and
____________________________  to amend and revise said  Franchise  Agreement  as
follows:

         1. In  recognition  of the  requirements  of the  California  Franchise
Investment Law, Cal. Corp. Code  ss.ss.31000-3516  and the California  Franchise
Relations  Act,  Cal.  Bus.  And  Prof.  Code  ss.ss.2000-20043,  the  Franchise
Agreement for RezConnect Technologies, Inc. shall be amended as follows:

        o   Paragraph XVI.C. of the Franchise  Agreement contains a covenant not
            to compete which extends beyond the expiration or termination of the
            Agreement, the covenant may not be enforceable under California law.

        o   Paragraph XIX.D.5.  requires Franchisee to sign a general release as
            a condition of transfer of the franchise, such release shall exclude
            claims arising under the California Franchise Investment Law and the
            California Franchise Relations Act.

        o   Paragraph XVII.B.9.  in the Franchise Agreement which terminates the
            Franchise Agreement upon the bankruptcy of the Franchisee may not be
            enforceable under federal  bankruptcy law (11 U.S.C.  Section 101 et
            seq.).

        o   The  California  Franchise  Relations  Act  provides  rights  to the
            Franchisee  concerning  termination  or non-renewal of the Franchise
            Agreement,   which  may   supersede   provisions  in  the  Franchise
            Agreement, specifically Paragraphs III. and XVII.

        o   Paragraphs  XXIX.  and  XXX.  of  the  Franchise  Agreement  require
            litigation  or  arbitration  to be  conducted  in  New  Jersey,  the
            requirement may be unenforceable under California law.

        o   Paragraph  XXIX.  of  the  Franchise  Agreement  requires  that  the
            franchise be governed by New Jersey law, such a  requirement  may be
            unenforceable.

         2. Each  provision of this  Amendment  shall be  effective  only to the
extent that the jurisdictional  requirements of the California Law applicable to
the provisions are met independent of this Amendment.

         IN WITNESS WHEREOF,  each of the undersigned hereby acknowledges having
read this Amendment, understands and consents to be bound by all of its terms.

RezConnect Technologies, Inc.                     FRANCHISEE:


By:                                               By:
   --------------------------------                  ---------------------------
Title:                                            Title:
      -----------------------------                     ------------------------


<PAGE>


                      EXHIBIT D TO THE FRANCHISE AGREEMENT
                      ------------------------------------


                                 PROMISSORY NOTE
                                 ---------------


$__________                                                        [City, State]
                                                          Dated: _______________


         FOR VALUE RECEIVED, the undersigned, ____________________ ("Maker"), an
individual  residing  at  _____________________________________________,  hereby
promises to pay to the order of _________________________ ("Payee"), a _________
corporation maintaining an office at ____________________________, the principal
sum of __________ Thousand and 00/100 ($___,000.00) Dollars. The principal shall
be  payable  in  ________  (____)  monthly   installments  of  _________________
($__________) Dollars,  effective ____________.  Said principal shall be payable
with interest  thereon at the rate of _______  percent (___%) per annum from the
date hereof until such time as this  promissory note is paid in full. The entire
principal  balance of this note  together  with all accrued but unpaid  interest
shall become due and payable in full upon demand by the holder of this note.

         All  payments  under  this  note when paid  shall be  applied  first in
reduction of accrued but unpaid interest,  and the balance, if any, in reduction
of principal.

         From and after the date  hereof,  Maker  shall have the right,  without
penalty, to prepay this note in whole or in part at any time.

         The full amount of the remaining  principal balance and all accrued but
unpaid  interest  shall,  at the election of Payee,  become  immediately due and
payable  upon the  failure of Maker to pay in full any  installment  of interest
when due and  payable  if the same  remains  unpaid  ten (10) days after its due
date.

         It is hereby  expressly  agreed that the said  principal sum secured by
this note shall become due at the option of the holder  thereof on the happening
of the aforesaid default.

         This note may not be changed or terminated orally.

         From and after the date of any Event of Default,  late payment  charges
shall accrue on the then highest  outstanding  balance of principal and interest
due on this note, or any  installment  of interest which is unpaid ten (10) days
after  its due  date in the  event  that  Payee  elects  not to  accelerate  all
installments  and  principal,  at the rate of four  percent  (4%) of the  amount
overdue per every thirty (30) day period or part thereof  following the Event of
Default.  These  charges  shall be in addition to, and not in lieu of, all other
remedy provisions contained herein or otherwise available to Payee.

         In the event of the Maker's  failure to pay the principal  balance when
due, either at maturity or upon acceleration after default,  the note shall bear
interest  at the  lower of  eighteen  percent  (18%)  per  annum or the  maximum
interest  rate  permitted  by law from the date the  principal  balance  is due,
whether at maturity or acceleration.

         Upon any uncured default hereof,  Payee shall be entitled to collection
on the  Confession of Judgment  then being held by the Payee,  who also shall be
entitled to receive from the Maker costs of collection and reasonable attorneys'
fees incurred in connection therewith.


<PAGE>

         Maker waives presentment, demand, protest, notice of protest and notice
of dishonor of this note.

         Maker  shall not deduct  from or offset  against  payments to Payee any
amounts or claims for any reason whatsoever.

         This Note shall be construed in accordance with the laws of the State
         of __________.

         IN WITNESS  WHEREOF,  Maker has executed and sealed this note as of the
date first above written.

                           ___________________________________________
                           Maker

                           Print Name:
                                     ---------------------------------