EXHIBIT 10.3
                                  REZcity.com
                                  REZcity Plus
                   A Division of Rezconnect Technologies, Inc.



                          AREA REPRESENTATIVE AGREEMENT


                       EXHIBIT C TO THE OFFERING CIRCULAR


























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




<PAGE>



                                TABLE OF CONTENTS


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


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


III.   DEVELOPMENT FEE AND SCHEDULE............................................3


IV.    TERM....................................................................5


V.     PAYMENTS TO AREA REPRESENTATIVE.........................................6


VI.    TRAINING AND OPERATING ASSISTANCE.......................................8


VII.   AREA REPRESENTATIVE'S OBLIGATIONS.......................................9


VIII.  USE OF SYSTEM AND MARKS................................................12


IX.    RELATIONSHIP OF THE PARTIES............................................13


X.     INSURANCE..............................................................14


XI.    TRANSFERABILITY OF INTEREST............................................16


XII.   RESTRICTIONS CONCERNING COMPETITIVE BUSINESSES.........................18


XIII.  DEFAULT AND TERMINATION................................................19


XIV.   RIGHTS AND OBLIGATIONS OF THE PARTIES UPON EXPIRATION OR TERMINATION...21


XV.    FRANCHISOR'S REMEDIES UPON TERMINATION OR EXPIRATION...................22


XVI.   NOTICES................................................................22


XVII.  ENTIRE AGREEMENT.......................................................23


XVIII. APPLICABLE LAW.........................................................23


XIX.   SETTLEMENT OF DISPUTES.................................................24


XX.    COST OF ENFORCEMENT OR DEFENSE.........................................25


XXI.   SEVERABILITY AND CONSTRUCTION..........................................25


XXII.  DEFINITIONS............................................................26


XXIII. CAVEAT.................................................................26


XXIV.  ACKNOWLEDGMENTS........................................................26



EXHIBITS
--------

A. MAP OF DEVELOPMENT TERRITORY
B. GUARANTY AND ASSUMPTION OF OBLIGATIONS




<PAGE>


28
                                   RezCity.com
                                  REZcity Plus
                   A Division of RezConnect Technologies, Inc.
                          AREA REPRESENTATIVE AGREEMENT

         This Area Representative  Agreement (this  "Agreement"), made this ____
day of  ___________,  20___ by and  dbetween  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
"Area Representative").

                              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 and auction  model  through the eBAY  Marketplace.
(Herein  referred to as "REZcity Plus  Franchise") We also provide tolls 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 to be sold to small to medium sized businesses,  community
organizations  and  not-for-profit  organizations.  Our travel services  feature
online 24/7  reservations/bookings for Airlines,  Hotels, Cars, Limos, Tours and
Cruise products with over 55 book able engines; and

         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  trademark
"RezCity.com" and "RezConnect.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,  Franchisor is willing to grant Area  Representative the right
to serve as a special agent enabling Area  Representative  to locate and recruit
potential franchisees known as "Individual Franchisees" as well as "REZcity Plus
Franchisees"  and to provide  support  services to  Individual  Franchisees  and
REZcity  Plus  Franchises  within  the  geographical  area  under  the terms and
conditions contained in this Agreement; and

         WHEREAS,  Area  Representative  desires  to act as a special  agent for
Franchisor  within the geographical  area enabling Area  Representative to offer
franchises for, and to develop,  support,  and provide  services to,  Individual


<PAGE>

Franchises and REZcity Plus Franchises  within the geographical  under the terms
and conditions contained in this Agreement; and

         WHEREAS,   Area   Representative   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  Area
Representative  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.   Area
Representative  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  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 Area  Representative,  subject to
the terms and conditions  hereof, a license to offer,  negotiate,  establish and
develop RezCity.com Individual Franchises and REZcity Plus Franchises within the
territory hereinafter  described.  The Area Representative shall recruit persons
and entities to act as  franchisees  within the  Development  Territory and will
perform  initial  training and  supervise  the  development  and  operations  of
Individual  Franchises  and  REZcity  Plus  Franchises  within  the  Development
Territory in compliance with the terms and conditions of this Agreement.

         B     In  consideration  of the  payments  received  and the  mutual
covenants  contained  in  this  Agreement,  Franchisor  hereby  grants  to  Area
Representative,  and Area  Representative  hereby  accepts,  a  license  for the
Development  Territory hereinafter  described.  Franchisor hereby grants to Area
Representative,  and Area Representative  hereby accepts the right,  license and
privilege of using "RezCity.com," "REZconnect.com," "HaggleWithUs.com" and other
Marks of  Franchisor  solely  and only upon and in  connection  with  activities
authorized under this Agreement,  including the right to sublicense the Marks to
Individual Franchisees in the Development Territory hereinafter described.  Area
Representative  agrees not to make or authorize any use, direct or indirect,  of
the  Marks for any  other  purpose  or in any  other  way.  Area  Representative
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.            DEVELOPMENT TERRITORY
               ---------------------

         The Development Territory of the Area Representative  Franchise granted
shall be as described on Exhibit A (hereinafter  the  "Development  Territory").
During this Agreement  term,  Franchisor will not establish or license any other
area  representatives  to act as a special  agent to  provide  sales or  support
services to franchisees  within the Development  Territory;  provided,  however,
that Franchisor shall retain the right:

                                       2
<PAGE>

         A     to   establish   Individual   Franchises   and  REZcity   Plus
Franchises,  at any location inside and outside of the Development Territory, as
Franchisor, in its sole discretion,  deems appropriate;  provided, however, that
Franchisor  shall not  establish  nor grant  territorial  rights to any business
providing Internet advertising  services,  online auction services and any other
services which may conflict with any territorial  rights  previously  granted by
its Area Representative to Individual Franchisees;

         B     to  establish additional area  representatives  outside of the
Development Territory as Franchisor deems appropriate in its sole discretion;

         C     to   specifically   approve  the  grant  of  any   RezCity.com
Individual Franchises or REZcity Plus Franchises.  Such approval shall be within
the sole discretion of Franchisor;

         D     to establish or license additional area representatives within
the  Development  Territory  if Area  Representative  fails to  comply  with the
Development Schedule contained in Paragraph IV. of this Agreement; and

         E     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
Area  Representative  shall receive a commission based upon the sale of Services
by  each  Sales  Consultant  occurring  in  Area  Representative's   Development
Territory in accordance with Section V.

III.           DEVELOPMENT FEE AND SCHEDULE
               ----------------------------

         A........As   consideration  for  the  license  granted  herein,   Area
Representative shall pay to Franchisor,  upon execution of this Agreement, a fee
of  _____________________________  DOLLARS ($_________) ("Development Fee"). The
Development Fee is fully earned and nonrefundable for the granting of the rights
as Area Representative for the Development Territory.

         At  Franchisor's  option,  the initial fees for an Area  Representative
Franchise  shall  be 10%  of  the  sum of  the  Franchise  Fees  for  Individual
Franchises  that  the  Area  Representative  has  available  in the  Development
Schedule in this Agreement.  Franchisor anticipates that the Development Fee for
an Area  Representative  will range from  $30,000 to $500,000.  Franchisor  will
permit Area  Represenstative  to pay 50% of the gross  revenues  earned from its
territory whether from franchise sales or product or service commissions that it
receives.  If at the end of three (3) years  there  remains a balance due on the
Sales Agreement,  Area  Representative  has the right to pay the balance in full
and retain the remaining  territory or return the unsold territory to Franchisor
without further obligation.

In order to calculate the Area  Representative Fee, multiply the number of towns
or cities within the designated geographic area by the minimum initial franchise
fee of $1,500 and then add to that total the amount of additional fees in excess
of this  minimum,  which is  calculated  by  multiplying  $0.06 by the number of
people in each of the towns or cities that are above 25,000 in population.  Then
add this extra surcharge to the total revenue potential and multiply this amount
by 10% with the minimum Area  Representative Fee being $30,000.  For example, if
the designated  geographic  area has 300 towns or cities as shown in the REZcity
data base on-line, then the basic fee would be $450,000 (300 X $1500). If 100 of
those towns or cities  contained a population in excess of 25,000 for a total of
1,000,000 collectively in excess , then that amount would be multiplied by $0.06
per  person,  adding  that  result of $60,000  ($0.06 X  1,000,000)  to the base
revenue of $60,000,  arriving at a gross fee potential of $500,000.  That amount
would then be multiplied by 10%, resulting in an initial Area Representative Fee
of $51,000,  but since the minimum initial Area  Representative  Fee is $30,000,


                                       3
<PAGE>

Area  Representative  would be pay the minimum or $30,000 in this  example.  The
Franchisor then would permit the Area  Representative  to pay the balance of the
fee ($21,000)  over three years by  permitting  Franchsior to deduct 50% off all
fees that it pays to Area  Representative , until the amount is paid in full. If
Area  Representative does not pay the balance within the three year period, Area
Representative  shall  have the right to pay the  balance in full and retain the
remaining  territory or return the unsold  territory to  Franchisor  and have no
further obligations.

         B     The Development Fee is in addition to the Individual Franchise
fee  required  pursuant  to  any  Individual   Franchise  Agreement  which  Area
Representative executes. Nothing in this Agreement prohibits Area Representative
from  owning an  Individual  RezCity.com  Franchised  Business  or REZcity  Plus
Franchised  Business as long as all of the requirements for owning an Individual
RezCity.com  Franchised  Business or REZcity  Plus  Franchise  Business are met.
Should Area Representative  receive Franchisor's approval to develop and operate
one (1) or more RezCity.com  Individual Franchised Businesses in the Development
Territory,  such  development  shall be commenced only upon  Franchisor's  prior
written   approval  and  Area   Representative   shall  pay  to  Franchisor  the
then-current  Individual  Franchise Fee for each such additional  franchise,  in
addition  to the  Development  Fee as  provided  in  Paragraph  III.A.  of  this
Agreement.

         C     The  Area  Representative   acknowledges  and  agrees  that  a
material  provision of this Agreement is that the following number of Individual
Franchisees  must  be  opened  and  continuously  operating  in the  Development
Territory  during the term of this  Agreement in  accordance  with the following
Development Schedule ("Development Schedule"):



         As an Area  Representative,  you  will,  in  turn,  receive  40% of the
initial Franchise Fee ("Sales Commission") paid by each Individual Franchisee in
your  Development  Territory  within 30 days  after  such Fees are  received  by
Franchisor.

         In addition,  Area  Representative will receive a 10% commission on the
net revenue  earned on billings from the sale of Products and Services and other
Internet  advertising  including  REZcity Plus auction sales which occurs within
the Development  Territory excluding revenues that the franchisee earns from the
on-line travel agency located on the local portal.

              Under  the  terms  of  the  Area  Representative   Agreement,  the
Development Fee is fully earned and non-refundable under any circumstances.

         Except as stated above, the initial fees are uniform to all franchisees
under this offering.

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

------------------------------------ -------------------------------------- --------------------------------------
                                         Number of Franchises                     Cumulative Number of
                                      Required to be Opened and                  Franchises Required to be
                                      Continuously Operating for                 Opened and  Continuously
                                      Business in the Development               Operating for Business in the
               Year                    Territory during the Year                  Development Territory
------------------------------------ -------------------------------------- --------------------------------------
           After the 3rd             20% of the Towns must be sold          20% of the  towns  sold or 20% of the
                                     or  20% of the  total  franchise  fee  total   franchise  fee  potential  as
                                     potential   as   described   in   the  described  in  the  addendum  of  the
                                     addendum of the agreement              agreement
------------------------------------ -------------------------------------- --------------------------------------

                                       4
<PAGE>




------------------------------------ -------------------------------------- --------------------------------------
                                         Number of Franchises                     Cumulative Number of
                                      Required to be Opened and                  Franchises Required to be
                                      Continuously Operating for                 Opened and  Continuously
                                      Business in the Development               Operating for Business in the
               Year                    Territory during the Year                  Development Territory
------------------------------------ -------------------------------------- --------------------------------------
           After the 5th             20% of the Towns must be sold          40% of the Towns must be sold
                                     or revenue earned                      or revenue earned
------------------------------------ -------------------------------------- --------------------------------------
           After the 10th            20% of the Towns must be sold or       60% of the towns must be sold or
                                     20% of the total franchise fee         60% of the total  franchise  fee
                                     potential as described in  the         potential as  described  in  the
                                     agreement                              agreement
------------------------------------ -------------------------------------- --------------------------------------
</TABLE>

         The year period shall be determined from the date of this Agreement, so
that the first year of the development  schedule set forth above shall be twelve
(12) months from the date this Agreement is executed.

         D. The Area  Representative  represents  that it has  conducted its own
independent investigation and analysis of the prospects for the establishment of
Individual  Franchises  and  REZcity  Plus  Franchises  within  the  Development
Territory,  approves of the foregoing  development  schedule as being reasonable
and viable and recognizes  that failure to achieve the results  described in the
foregoing  Development Schedule constitutes a material breach of this Agreement,
and in that event,  Franchisor  shall have the right to terminate this Agreement
as  provided  herein.  Termination  of this  Agreement  as a result  of the Area
Representative's  failure to meet the Development Schedule set forth above shall
not  affect the  Individual  Franchise  Agreements  of the  franchisees  who are
operating  Individual  Franchises in the Development  Territory;  however,  upon
termination,  all rights granted to the Area Representative under this Agreement
shall forthwith revert to Franchisor.

IV.      TERM
         ----

         This  Agreement  shall be  effective  and binding  from the date of its
execution,  and the term of this  license  shall  continue  for ten  (10)  years
thereafter,  unless  sooner  terminated as herein  provided.  At the end of said
term, Area  Representative  may renew its license for one successive term of ten
(10) years as a Area Representative:

         A.    At least sixty (60)days prior to expiration of the term, executes
the  form of Area  Representative  Agreement  then in use by  Franchisor,  which
agreement may contain terms  materially  different from those in this Agreement;
provided that Area Representative shall not be required to pay a new Development
Fee and the Development Territory will not be altered;

         B.    Has substantially complied with all provisions of this  Agreement
during the initial  term,  including  the payment on a timely  basis of all fees
due;

         C.    I s not  in  default  or under  notification   of breach of  this
Agreement at the time it gives notice of intent to renew;

         D.    Executes a general release, in a form satisfactory to Franchisor,
of any  and  all  claims  against  Franchisor  and  its  affiliates,  and  their
respective shareholders, officers, directors, employees, and agents, arising out
of or relating to this Agreement; and

         E.    Has agreed on a new Development Schedule for the additional term.

                                       5
<PAGE>

V.       PAYMENTS TO AREA REPRESENTATIVE
         -------------------------------

         A.    During  the term of this Agreement,  Area Representative shall be
paid a  commission,  as set  forth in this  Section,  based on a  percentage  of
initial  franchise fees paid by Individual or REZcity Plus  Franchisees  for the
purchase of  Individual  Franchises or REZcity Plus  Franchises("Sales  Services
Commission")  to  be  located  within  the  Development  Territory,  subject  to
fulfillment of the following conditions:

               1.   Individual and REZcity Plus Franchisee  executes a Franchise
Agreement  with  Franchisor,  and an initial  franchise fee has been paid to and
actually received by Franchisor (Franchisor shall not be deemed to have received
any fees paid into escrow,  if  applicable,  until such fees  actually have been
remitted to Franchisor);

               2.   The sale for which the initial  franchise  fee has been paid
is not a resale of any  existing  Individual  or REZcity  Plus  Franchise or any
interest in such a business; and

               3.   Area  Representative  has  complied  with  all of its  other
obligations  under this Agreement with respect to such sale and has verified the
same to Franchisor  in writing in a form  prescribed  by  Franchisor;  provided,
however,  that Area  Representative  shall not be entitled to any Sales Services
Commission with respect to any Individual or REZcity Plus Franchises established
in the  Development  Territory  in  connection  with which  Area  Representative
performed no sales services.

         B.    Franchise Sales Commissions  shall  be an  amount  equal to forty
percent (40%) of the total initial franchise fees paid to Franchisor and will be
payable to Area Representative within twenty (20) days after the franchise sales
conditions have been fulfilled.  Area Representative shall not receive any Sales
Services  Commissions for any businesses owned and operated by Franchisor or its
affiliates or designees in the Development Territory, if any.

         C.    If, during  the term of this  Agreement, an Individual or REZcity
Plus Franchisee  located within the Development  Territory or an interest in the
business  is  resold  to a  different  franchisee  and the sale  results  in the
execution of a Franchise  Agreement and the payment of a transfer fee, then Area
Representative will not be paid a commission.

         D.    Franchisor shall pay to Area Representative, within  twenty (20)
days after the end of each period determined by Franchisor,  a ten percent (10%)
commission for the sale of each Product  Services,  eBAY Product  Auctions,  and
other Internet  advertising  services  actually received by Franchisor from each
Individual and REZcity Plus  Franchisee,  Sales  Consultant or directly from the
end user  located in the  Development  Territory  during the  applicable  period
pursuant to their Franchise  Agreement  ("Sales  Commissions")  excluding online
travel agency sales.

         Notwithstanding the foregoing:

               1.   If Area  Representative  has failed to conduct the  periodic
inspections  described in Paragraph  VII.E.13.  and to file a written  report or
failed to perform,  in any  material  respect,  with  respect to one (1) or more
Individual or REZcity Plus Franchisees located in the Development Territory, the
other services  described in Section VII. be provided to Franchisees  located in
the Development Territory during any applicable month, Area Representative shall
not be entitled to receive commissions based upon sales of Services with respect
to such  Franchisees  for the period  during which  reports or services were not
provided.

                                       6
<PAGE>

               2.   Area  Representative  shall not be  entitled  to share in or
receive  any  Sales  Commissions  paid  to  Franchisor  by  Franchisees  in  the
Development  Territory  prior  to the time  Area  Representative  completes  the
initial Area  Representative  training program and commences full performance of
the services of Area Representative.

               3.   Area  Representative  shall not be  entitled  to share in or
receive any Sales  Commissions  paid to  Franchisor  by  Franchisees  that would
otherwise be payable by any  Franchisor  owned business from any business in the
Development  Territory that was opened or operated  under a Franchise  Agreement
entered into prior to the effective date of this Agreement.

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

         F.    Franchisor's  payments to Area  Representative  shall be based on
amounts actually collected from Individual and REZcity Plus Franchisees,  not on
payments  accrued,  due or owing.  In the event of  termination  of a  Franchise
Agreement  for an Individual or REZcity Plus  Franchise  within the  Development
Territory under circumstances  entitling Franchisee to the return of all or part
of the  initial  franchise  fee or other fees (or in the event  that  Franchisor
becomes  legally  obligated  or  decides  to return  part or all of the  initial
franchise fee or other fees), Franchisor may deduct the portion of the amount to
be returned to Franchisee in the same proportion as Area  Representative  shared
in the initial  franchise  fee or other fees from any future  amounts  owed Area
Representative.  Franchisor shall apply any payments received from an Individual
or REZcity Plus  Franchisee to any past due  indebtedness  of that Individual or
REZcity  Plus  Franchisee  for  purchases  from  Franchisor  or its  affiliates,
interest or any other  indebtedness of that Individual  Franchisee to Franchisor
or its affiliates. To the extent that such payments are applied to an Individual
Franchisee's overdue payments,  Area Representative shall be entitled to its pro
rata share of such payments,  less its pro rata share of the costs of collection
paid to third parties.

         G.    Area Representative  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 Area  Representative  by  Franchisor,  which right of set off is
hereby expressly waived by Area  Representative.  Franchisor shall be allowed to
set off against  amounts owed to Area  Representatives  for commissions or other
amounts  due  under  this  Agreement  any  monies  owed  to  Franchisor  by Area
Representative,  including  setting  off  amounts  owed to  Area  Representative
against monies owed to Franchisor  for  commissions on sales services which were
paid to Area Representative  before a Franchisee failed to successfully complete
Franchisor's initial training program.

         H.    Area Representative 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 Area Representative
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.
Area Representative will make such expenditures as such changes or modifications
in the System may reasonably require.  Area Representative  shall not change the
System in any way without written permission of Franchisor.

         I.    Franchisor  or Franchisor's  representative  shall  make periodic
visits to the Franchised  Business for an additional fee of $150 per day and all
travel  expenses for the purposes of  consultation,  assistance  and guidance of
Area  Representative  in various  aspects of the operation and management of the
Franchised Business.  Franchisor and Franchisor's  representatives who visit the
Franchised  Business may prepare,  for the benefit of both  Franchisor  and Area
Representative,  written  reports  with  respect to such  visits  outlining  any
suggested  changes or improvements in the operations of the Franchised  Business


                                       7
<PAGE>

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 Area
Representative.

VI.               TRAINING AND OPERATING ASSISTANCE
                  ---------------------------------

         A. Franchisor shall make training available to Area Representative, who
shall successfully complete such training and familiarization  course conducted.
Said  training  program  shall  cover  aspects  of the  sale  and  operation  of
RezCity.com  Franchised  Business,  and of the RezCity.com  Area  Representative
franchise and conducted in three (3) phases ("Phase[s] I - III"):

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

         PhaseII    This  Phase  lasts  three  (3)  business  days  and  Area
                    Developers must attend a mandatory training at REZcity.com's
                    corporate headquarters in Englewood Cliffs, NJ or at another
                    location Franchisor  designates.  Area Developers will learn
                    about  the  REZcity  Franchise  Program,  The  REZcity  Plus
                    Franchise  Program,  how to sell  the  franchise  and how to
                    support  franchises  once they are operational in the chosen
                    territory.

         PhaseIII   Prior to beginning  operation,  Franchisor shall provide
                    Area Representative with counseling and offer its experience
                    and knowledge on pertinent issues Area Representative has in
                    setting  up the Area  Representative  Franchise.  Franchisor
                    shall be available  during normal  business hours and can be
                    reached by fax, telephone and/or the Internet.

         All expenses of attendance at such program by Area  Representative  and
its  employees  including,  without  limitation,  travel,  and  room  and  board
expenses, shall be the sole responsibility of Area Representative.

         B.    Franchisor will  make  available  a  telephone  line  which  Area
Representative  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 area  representatives  or their managers or employees attend and
successfully  complete  refresher  training  programs  or  seminars;   provided,
however, that attendance will not be required at more than two (2) such programs
in any calendar year.

         D.    Franchisor  will loan to Area  Representative  during the term of
the franchise one (1) copy of the Confidential  Operations Manual ("Confidential
Operations   Manual"   or   "Manual")   containing   mandatory   and   suggested
specifications,  standards,  operating procedures and rules prescribed from time
to time by  Franchisor  for  Individual  Franchises  which shall also  include a
module and information  relative to the Area  Representative.  The  Confidential
Operations  Manual contains  proprietary  information of Franchisor and shall be
kept confidential by Area  Representative  both during the term of the Franchise
and  subsequent to the  expiration  or  termination  of the Area  Representative
Agreement.  Franchisor  shall have the right to add to and otherwise  modify the
Confidential  Operations  Manual  from time to time to  reflect  changes  in the
specifications,   standards,   operating  procedures  and  rules  prescribed  by
Franchisor,  provided  that no such  addition or  modification  shall alter Area
Representative's fundamental status and rights under this Agreement.

                                       8
<PAGE>

         E.    The Confidential Operations  Manual shall at all times remain the
sole property of Franchisor  and shall  promptly  ("promptly"  herein defined as
within fifteen [15] days) be returned upon the  expiration or other  termination
of this Agreement.

         F.    Area  Representative  shall at all times  insure that its copy of
the Confidential  Operations  Manual is kept current and up-to-date,  and in the
event of any dispute as to the contents of the Confidential  Operations  Manual,
the terms of the master copy of the Confidential Operations Manual maintained by
Franchisor at Franchisor's home office shall be controlling.

VII.           AREA REPRESENTATIVE'S OBLIGATIONS
               ---------------------------------

         A.    Within two (2) months  from  the  date of this  Agreement,  or as
otherwise approved in writing by Franchisor, Area Representative, at its option,
shall have  acquired  and taken  occupancy  of an office  premises  ("Premises")
within the Development Territory. If approved by Franchisor, the Premises may be
an office located in Area  Representative's  principal residence.  Additionally,
Area  Representative  shall have by such time acquired a business  telephone and
hired such staff as may be reasonably necessary to operate the business.

         B.    Area  Representative  shall  solicit  and  identify   prospective
Franchisees  for  RezCity.com  Franchised  Businesses  to be located  within the
Development  Territory.  Area  Representative  will submit  completed  forms and
reports to Franchisor as prescribed by Franchisor  from time to time,  including
applications  and other  pre-opening  assistance  forms and  reports  related to
prospective franchisees' personal qualifications and evaluations.

         C.    In accordance with Area  Representative's  obligation  to provide
the initial  training and support  services in the Development  Territory,  Area
Representative covenants and agrees as follows:

               1.   The  Area   Representative   shall   provide  the  training,
                    services,  supervision  and  assistance  for all  Franchised
                    Business in the Development  Territory in strict  compliance
                    with the  terms of the  Franchise  Agreement  signed by each
                    Individual  and REZcity Plus  Franchisee in the  Development
                    Territory. The Area Representative is required to set-up the
                    site for  initial  training of each new  franchisee  that is
                    sold  in  their  territory  and  will  follow  our  training
                    procedures  as to the day to day items to be covered.  It is
                    agreed that in the early stages of development we will allow
                    the  Area   Representative   to  send  the   Franchisee   to
                    REZcity.com's   corporate  headquarters  training  sessions,
                    either  online  or in New  Jersey.  It is up to us to decide
                    when the Area  Representative  should  start doing  training
                    within development territory.
               2.   The Area Representative  shall, at all times during the term
                    of this Agreement,  require each Individual and REZcity Plus
                    Franchisee within the Development Territory to be developed,
                    operated and managed in accordance with Franchisor's Manuals
                    and the  terms of the  Franchise  Agreement  signed  by each
                    Individual  and REZcity Plus  Franchisee in the  Development
                    Territory.

               3.   The  Area   Representative   shall  keep  accurate   records
                    concerning  all  transactions  and  communications   between
                    Franchisor,  the Area  Representative and all Individual and
                    REZcity Plus  Franchisees  relating to the  operation of the
                    franchises in the Development  Territory,  and  Franchisor's
                    duly  authorized  representative  shall  have  the  right to
                    examine and copy all such records during reasonable business
                    hours.  All  such  records  shall  be  maintained  and  made


                                       9
<PAGE>

                    available  to  Franchisor  for at least five (5) years after
                    expiration or termination of this Agreement.

               4.   On or before the  fifteenth  (15th) of each month,  the Area
                    Representative shall furnish Franchisor with monthly written
                    reports   regarding   the   operation  of  the   RezCity.com
                    Franchised   Businesses   located  within  the   Development
                    Territory in the form and manner prescribed by Franchisor in
                    writing.

               5.   The Area  Representative  will make any changes specified by
                    Franchisor to the Manuals,  technical data,  System,  signs,
                    advertising  materials  and  the  Franchise  Agreement  upon
                    receiving  written  notice  from  Franchisor.  No changes to
                    these  materials  may be  made  by the  Area  Representative
                    without the prior written approval of Franchisor. No changes
                    to these  materials  may be made by the Area  Representative
                    without the prior written approval of Franchisor,  which may
                    be withheld by Franchisor in its sole discretion. Franchisor
                    will make any necessary  changes or suggest  changes to Area
                    Representative who will not bear any expense.

               6.   Franchisor shall have the right to: (i) approve all Internet
                    advertising and use of the Services and other services to be
                    offered  for  sale  by  the  Area   Representative  and  its
                    franchisees; (ii) determine and approve standards of quality
                    for all services and Internet  advertising  sold by the Area
                    Representative and its franchisees.  All such approvals must
                    be in writing by Franchisor.

               7.   Area  Representative  shall provide guidance in implementing
                    advertising  and  marketing  programs,  operating  and sales
                    procedures,  and  bookkeeping  and  accounting  programs for
                    Individual and REZcity Plus Franchisees.

               8.   Upon the reasonable request of an Individual or REZcity Plus
                    Franchisee,  Area  Representative  shall  provide  telephone
                    consultation   regarding   the   continuing   operation  and
                    management of the Franchised  Business and advice  regarding
                    advertising  services,  product quality control and customer
                    relations issues.

               9.   Area  Representative  shall provide advice and assistance to
                    Individual and REZcity Plus  Franchisees in connection  with
                    developing and improving the Franchised Business.

               10.  Area Representative  shall provide access to advertising and
                    promotional  materials  developed by Franchisor from time to
                    time.

               11.  Area Representative  shall, at Franchisor's written request,
                    establish an advertising  cooperative for all Individual and
                    REZcity Plus Franchises located in the Development Territory
                    using forms and procedures supplied by Franchisor.

               12.  Area  Representative  shall ascertain  through field audits,
                    review and inspections  that each  Individual  Franchisee in
                    the Development  Territory has complied  satisfactorily with
                    all of the terms and conditions of the Franchise  Agreement,
                    specifications,  standards,  operating  procedures,  and the
                    Franchisee's Manual and shall promptly notify Franchisee, in
                    writing,  with a copy and evaluation report to Franchisor of
                    any  deficiencies;  provided,  however  Area  Representative
                    understands  and  acknowledges   that  its  inspections  and


                                       10
<PAGE>

                    reports are advisory only and that Franchisor shall have (i)
                    all of the rights to inspect and ascertain compliance of all
                    Individual  Franchisees  as if this  Agreement  were  not in
                    effect;  (ii) the sole  right to send  notices of default to
                    Individual Franchisees; (iii) the sole right to terminate an
                    Individual  Franchise  Agreement  for  failure  to cure such
                    defaults (if an  opportunity  to cure is granted);  and (iv)
                    the sole right to take any legal  action with respect to any
                    violation of a Franchise  Agreement.  If Area Representative
                    believes that any  Individual or REZcity Plus  Franchisee in
                    the Development Territory has breached a Franchise Agreement
                    with  Franchisor,  Area  Representative  shall  document  in
                    writing all facts related to the alleged  breach and request
                    in writing that Franchisor  investigate such alleged breach.
                    If, as a result of  Franchisor's  investigation,  Franchisor
                    determines  that there is a breach by  Individual or REZcity
                    Plus Franchisee of its Franchise  Agreement with Franchisor,
                    Franchisor may take such action as it deems appropriate.

               13.  Area Representative  acknowledges that it is being delegated
                    certain  responsibilities  of Franchisor under the Franchise
                    Agreement to Franchisees in the Development  Territory.  The
                    responsibilities  to Franchisees are to be performed by Area
                    Representative  as  described  in this  Agreement  or as set
                    forth  in the  Manual  or  other  reasonable  standards  and
                    specifications provided by Franchisor from time to time, and
                    the  responsibilities  to  Franchisees  will not  materially
                    change  during  the  term of this  Agreement.  In  providing
                    services to Franchisees of Franchised  Businesses located in
                    the Development Territory,  Area Representative shall in all
                    respects  comply  with  the  terms  and  conditions  of  any
                    Franchise  Agreement or other  agreement  in effect  between
                    Franchisee and Franchisor.  Area Representative understands,
                    however,  that its rights as an Area Representative are only
                    by virtue of this Agreement and that it is not in any manner
                    a party,  third  party  beneficiary,  or holder of any other
                    right or title to or  interest in any  Franchise  Agreement.
                    Similarly,  no  Individual  or REZcity Plus  Franchisee is a
                    third  party  beneficiary  of this  Agreement  of any  other
                    agreement between Franchisor and Area  Representative.  Area
                    Representative   agrees   that   it  may   not   under   any
                    circumstances sell any products, services or other items to,
                    or  collect  any  money  for any  reason  from,  Franchisees
                    without Franchisor's prior written consent.

         D.    Area  Representative  shall at  all times give prompt,  courteous

and  efficient  service  to  Individual  and  REZcity  Plus  Franchisees  in the
Development   Territory.   Area  Representative  shall,  in  all  dealings  with
franchisees,  prospective  franchisees,  and the  public,  adhere to the highest
standards of honesty, integrity, fair dealing and ethical conduct.

         E.    Area Representative  shall  secure  and  maintain  in  force  all
required licenses,  permits and certificates  relating to Area  Representative's
activities  under  this  Agreement  and  operate  in full  compliance  with  all
applicable laws,  ordinances and regulations.  Area Representative  acknowledges
being  advised  that  many   jurisdictions  have  enacted  laws  concerning  the
advertising,  sale,  renewal,  and termination  of, and continuing  relationship
between parties to, a franchise agreement,  including,  without limitation, laws
concerning  disclosure  requirements.  Area  Representative  agrees  promptly to
become aware of, and to comply  with,  all such laws and legal  requirements  in
force in the Development  Territory and to utilize only Offering  Circulars that
Franchisor has approved for use in the applicable jurisdiction.

         F.    Area  Representative  shall  notify  Franchisor in writing within
five  (5)  days  after  the  commencement  of  any  action,  suit,  arbitration,
proceeding,  or investigation,  or the issuance of any order, writ,  injunction,
award,  or decree,  by any court,  agency,  or other  governmental  agency which


                                       11
<PAGE>

concerns  the  operation  or  financial   condition  of  Area   Representative's
franchise,  or any  Individual  or REZcity Plus  Franchisee  in the  Development
Territory.

         G.    Area Representative's business  shall at all  times be under  the
direct,  day-to-day,  full-time  supervision of Area Representative (or, if Area
Representative is a partnership,  corporation,  or limited liability  company, a
holder of a legal and  beneficial  interest  greater than fifty percent [50%] in
the Area Representative entity).

         H.    Area Representatives, shall contribute monthly an amount equal to
FIVE  HUNDRED  DOLLARS  ($500.00)  to an  advertising  fund for the  purpose  of
developing  franchise  leads.  All funds  will be  deposited  into a  segregated
account.  This sum will be directed toward  solicitation of new franchisees from
national promotions,  advertising or other media. Area Representative may obtain
an  accounting  at year end,  upon  request.  In addition  to the above  amount,
Franchisor reserves the right to require Area Representative to participate,  at
Area  Representative's  expense,  in a maximum of two (2) trade shows each year,
such trade shows to be selected by  Franchisor.  Area  Representative  agrees to
list its  business  telephone  numbers  in the white  pages and in the yellow or
classified telephone directories distributed in the Development Territory.

         I.    With  respect  to  any  promotional   materials  or  advertising
permitted  hereunder,  Area  Representative  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.

VIII.          USE OF SYSTEM AND MARKS
               -----------------------

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

         B.    Area  Representative  acknowledges,   and   will   not   contest,
Franchisor's or any affiliate's exclusive ownership and rights to each and every
aspect of the  System.  Area  Representative's  right to market  the  System and
establish  RezCity.com  Individual  and REZcity Plus  Franchised  Businesses  is
specifically  limited  to  the  Development  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.    Area   Representative   acknowledges  that   Franchisor's   Marks
constitute a  significant  aspect of the System.  Without  Franchisor's  written
approval,  Area  Representative  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 Area  Representative,  or any  Individual or REZcity
Plus Franchisees within the Development Territory,  transacts any business. Area
Representative'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 Development  Territory,  Franchisor may
require Area  Representative  to participate  in the defense of such claims,  at
Franchisor's   expense.   Area  Representative  shall  give  written  notice  to
Franchisor  within five (5) days of acquiring  knowledge  concerning  the use by
others within the Development Territory of the same or confusingly similar names
and Marks.

                                       12
<PAGE>

         E.    If Franchisor at any time,in its sole discretion, determines that
it is  advisable  for Area  Representative  and/or  Individual  or REZcity  Plus
Franchisees  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,  Area  Representative  agrees to comply  therewith within a
reasonable  time  after  notice  thereof  by  Franchisor,   and  further,   Area
Representative   agrees  to  utilize  best  efforts  to  cause  the   Individual
Franchisees within the Development Territory to comply likewise.

         F.    Area Representative shall not establish a Website on the Internet
using any  domain  name  containing  the words  "RezCity.com"  or any  variation
thereof without prior written consent from  Franchisor.  Franchisor  retains the
sole  right to  advertise  on the  Internet  and  create  a  Website  using  the
"RezCity.com"  domain name. Area Representative  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  Area  Representative's  use of linking  and  framing  between  Area
Representative's  Web pages and all other Websites.  If requested by Franchisor,
Area Representative  shall, within five (5) days, dismantle any frames and links
between Area Representative's Web pages and any other Websites.

         G.    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
Area Representative  during this Agreement's term. Area Representative 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 Area
Representative  acknowledges  that the use or  duplication  of the  Confidential
Information in any other business  venture would  constitute an unfair method of
competition.  Area Representative  acknowledges and agrees that the Confidential
Information  is  proprietary,   includes  Franchisor's  trade  secrets,  and  is
disclosed   to  Area   Representative   solely  on  the   condition   that  Area
Representative (and its shareholders,  partners,  members and managers,  if Area
Representative 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  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
Area  Representative 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,  Area Representative 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.

IX.            RELATIONSHIP OF THE PARTIES
               ---------------------------

         A.    The appointment of Area Representative pursuant to this Agreement
does not make Area  Representative  a general  agent or employee of  Franchisor.
Area Representative shall not have the right to bind Franchisor, to transact any
business,  or make any  promises  or  representations  on behalf of  Franchisor,
except as herein expressly provided in this Agreement. Area Representative shall
at all times represent itself to third parties only as an independent contractor
who has been  appointed  and  licensed as a Area  Representative.  Neither  this


                                       13
<PAGE>

Agreement nor the  relationship  between the parties  hereto shall  constitute a
partnership or a joint venture between Area Representative and Franchisor.

         B.    Area Representative covenants and  agrees to  indemnify  and hold
Franchisor  harmless  against and from any and all claims,  demands,  judgments,
damages, suits, losses, penalties,  expenses, costs, settlements and liabilities
of any  kind  or  nature  (including  reasonable  attorneys'  fees)  arising  or
resulting  from any  default  in the  observance,  performance  or breach of any
representation,  warranty, covenant or agreement made by Area Representative, or
required to be performed under this Agreement.  The indemnification  issued from
Area  Representative  to  Franchisor  will  provide the same  protection  as the
Franchisor to the Area Representative.

         C.    Area Representative covenants and  agrees to  indemnify  and hold
Franchisor  harmless  against and from any and all claims,  demands,  judgments,
damages suits, losses,  penalties,  expenses, costs, settlements and liabilities
of any kind or nature (including reasonable attorneys' fees) resulting from this
Agreement when the action that occurs was created by the Area Representative and
not authorized by the Franchisor.

         D.    Area Representative further covenants and agrees to indemnify and
hold  Franchisor  harmless  from  and  against  any  and  all  claims,  demands,
judgments,  damages, suits, losses, penalties,  expenses, costs, settlements and
liabilities of any kind or nature (including reasonable attorneys' fees) arising
or resulting from the Area Representative's dealings with prospective,  existing
or former Individual Franchisees within the Development Territory including, but
not  limited  to,  all  lawsuits  or  other   proceedings   involving  the  Area
Representative  and one (1) or more of its franchisees in which  Franchisor is a
named party.

         E.    Area Representative  will pay all costs and  expenses,  including
reasonable  attorneys'  fees,  incurred by  Franchisor  in  enforcing  any term,
condition or provision of this  Agreement or in seeking to enjoin any  violation
of  this  Agreement  by  the  Area   Representative.   In  the  event  the  Area
Representative  decides to take action via Arbitration  the Area  Representative
will be  responsible  for all costs and if Franchisor  takes action against Area
Representative Franchisor will be responsible for all costs.

         F.    The indemnification and other obligations  contained herein shall
continue  in  full  force  and  effort  subsequent  to and  notwithstanding  the
expiration or termination of this Agreement.

X.             INSURANCE
               ---------

         A.    Area Representative shall procure at its expense and  maintain in
full force and effect during the term of this Agreement,  an insurance policy or
policies protecting Area Representative and Franchisor, its officers, directors,
partners and employees,  against any loss,  liability,  personal injury,  death,
property damage or expense whatsoever arising or occurring upon or in connection
with Area  Representative's  business,  as Franchisor may reasonably require for
its own and  Area  Representative's  protection.  Franchisor  shall  be named an
Additional Named Insured in such policy or policies.

         B.    Such policy or policies shall be written by an insurance  company
licensed in the state in which Area Representative  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
coverage 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:

                                       14
<PAGE>

               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 will include flood and/or
earthquake coverage,  where there are known exposures to either peril, and theft
insurance)  for full  repair  as well as  replacement  value  of the  equipment,
improvements and betterments,  except that an appropriate  deductible clause not
to exceed ONE THOUSAND DOLLARS ($1,000.00) will be permitted.

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

               3.   Comprehensive  General Liability insurance,  including a per
premises  aggregate  with  the  following   coverage:   broad  form  contractual
liability; personal injury; medical payments and fire damage liability; insuring
Company and you 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  Franchised  Business,  including
General Aggregate coverage in the following 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

         Also, you must maintain such insurance and types of coverage as Company
may require.

Area  Representative  can also  purchase  an Error  and  Omissions  policy  from
Franchisor  at the price of $75.00  per year,  based upon  Franchisor's  current
contract.

         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  ninety (90) days of the signing of this
Agreement,  an Accord Form Certificate of Insurance showing  compliance with the
foregoing  requirements shall be furnished by Area  Representative 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 Area  Representative of the obligations
under this Paragraph  shall not relieve Area  Representative  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 Area Representative.

         D.    Should Area  Representative, 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)
immediately  to  procure  such  insurance  coverage  and to charge  same to Area
Representative,  which  charges,  together  with a  reasonable  fee for expenses
incurred by Franchisor in connection with such procurement,  shall be payable by
Area Representative immediately upon notice.

                                       15
<PAGE>

XI.            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.

         B.    If Area Representative is in full compliance with this Agreement,
Area  Representative may transfer this Agreement with Franchisor's prior written
approval, which approval shall not be unreasonably withheld, to a corporation or
other entity of which Area Representative owns not less than two-thirds (2/3) of
the ownership  interest.  The transfer fee described in Paragraph  XI.E. will be
waived by  Franchisor,  and all owners of such entity  must sign a Guaranty  and
Assumption of Obligations attached as Exhibit B.

         C.    In the event of the death  or  permanent  disability  of the Area
Representative  (if the Area  Representative  is an  individual or a holder of a
legal  or  beneficial  interest  of  fifty  percent  (50%)  or more in the  Area
Representative  entity),  then this  Agreement may be assigned,  transferred  or
bequeathed by the Area Representative or a personal representative to any person
or  beneficiary.  However,  the assignment of this Agreement to the  transferee,
assignee or  beneficiary  shall not be valid or effective  until  Franchisor has
received the properly  executed  legal  documents  which its legal counsel deems
necessary to properly and legally  document the transfer,  assignment or bequest
of this Agreement,  and until the transferee,  assignee or beneficiary agrees to
be  unconditionally  bound by the terms and  conditions of this Agreement and to
personally  guarantee the performance of the Area  Representative's  obligations
under this Agreement.  Such  disposition  shall be completed within a reasonable
time,  not to exceed  one  hundred  eighty  (180) days from the date of death or
permanent disability and shall be subject to all terms and conditions applicable
to transfers contained in this Section.

         D.    Franchisor shall not unreasonably  withhold  its  consent  to any
transfer  of an  interest  in the  Area  Representative  or in  this  Agreement,
providing the Area Representative complies with the following conditions:

               1.   The  transferee(s)  shall  be of good  moral  character  and
reputation  and  shall  have  a  good  credit  rating  and  competent   business
qualifications  reasonably  acceptable to Franchisor.  Area Representative shall
provide  Franchisor with such information as Franchisor may require to make such
determination concerning each such proposed transferee(s).

               2.   The  transferee(s)  or such other  individual(s) as shall be
the actual manager of the franchise shall have successfully completed and passed
the  training  course  then in effect  for Area  Representatives,  or  otherwise
demonstrated to  Franchisor's  satisfaction,  sufficient  ability to operate the
Area Representative's Business being transferred.

               3.   Area Representative,  prior to the transfer, shall execute a
general  release,  in a form  prescribed  by  Franchisor,  of any and all claims
against  Franchisor and its  subsidiaries  and affiliates,  and their respective
officers,  directors,  agents  and  employees,  except  such  claims  as are not
permitted to be waived under applicable law.

               4.   All accrued  money  obligations  of Area  Representative  to
Franchisor, its subsidiaries,  affiliates or assignees, shall be satisfied prior
to assignment or transfer, and Area Representative shall not be in default under
the terms of this Agreement.

               5.   Area  Representative  has executed a written  agreement in a
form satisfactory to Franchisor,  in which the Area Representative  covenants to
remain  primarily  liable  under this  Agreement  and to observe all  applicable
post-term obligations and covenants contained in this Agreement.



                                       16
<PAGE>

               6.   The transferee Area  Representative  agrees to be personally
liable to  discharge  all of the Area  Representative's  obligations  under this
Agreement,  and shall enter into a written  agreement in a form  satisfactory to
Franchisor  assuming and agreeing to discharge all of the Area  Representative's
obligations and covenants under this Agreement.

               7.   The  transferee  Area  Representative  shall  execute,  upon
Franchisor's  request,  and  cause  all  parties  having a legal  or  beneficial
interest in the transferee  Area  Representative  to execute,  the  then-current
standard Area  Representative  Agreement for a term ending with the term of this
Agreement, and such other ancillary agreements as Franchisor may require for the
Franchised Business. The transferee Area Representative shall not be required to
pay a Development  Fee;  however,  the transferee Area  Representative  shall be
required to pay any additional fees not provided for in this Agreement but which
are required to be paid to Franchisor by other Area Representatives  pursuant to
the terms of the then-current standard Area Representative Agreement.

         E.    The  transferee   Area   Representative   or   transferor    Area
Representative  shall have paid to  Franchisor  a  transfer  fee equal to twenty
(20%) percent of the then current  minimum Area  Representative  fee being paid,
for the training, supervision,  administrative costs, overhead, attorneys' fees,
accounting and other Franchisor  expenses in connection with the transfer.  This
transfer fee does not apply to an  assignment  of interest to a  corporation  or
limited liability company under Paragraph XI.B. of this Agreement.

         F.    Should Area Representative, at a  future  date,  desire  to  make
either a public or a private offering of its securities,  prior to such offering
and sale,  and prior to the  public  release  of any  statements,  data or other
information   of  any  kind   relating   to  the   proposed   offering  of  Area
Representative's  securities,  Area  Representative  shall  secure  the  written
approval of Franchisor,  which approval shall not be unreasonably withheld. Area
Representative  shall secure  Franchisor's prior written approval of any and all
press  releases,  news  releases  and any and all other  publicity,  the primary
purpose of which is in the public  interest in its offering.  Only after written
approval has been given by Franchisor may Area  Representative  proceed to file,
publish,  issue,  and  release  and make  public  any said  data,  material  and
information regarding its securities offering or the Franchised  Businesses.  It
is  specifically  understood that any review by Franchisor is solely for its own
information,  and its approval shall not  constitute any kind of  authorization,
acceptance,  agreement,  endorsement  approval or ratification  of same,  either
expressly  or  implied;  and Area  Representative  shall make no oral or written
notice of any kind  whatsoever  indicating  or implying that  Franchisor  and/or
related corporations or persons have any interest in the relationship whatsoever
to the proposed  offering other than acting as Franchisor.  Area  Representative
agrees to indemnify and hold harmless  Franchisor and its subsidiaries and their
owners, directors, officers, employees, successors and assigns, from all claims,
demands, costs, fees, charges,  liability or expense (including attorneys' fees)
of  any  kind  whatsoever  arising  from  Area   Representative's   offering  or
information published or communicated in actions taken with regard thereto.

         G.    In the event Area Representative (or,  if  applicable,  an owner)
wishes to sell, transfer,  gift, assign, or otherwise dispose of any interest in
this Agreement, a controlling interest in the Area Representative entity, or all
or a  substantial  portion of the assets of the  business,  Area  Representative
agrees  to grant to  Franchisor  a thirty  (30) day  right of first  refusal  to
purchase such rights,  interest,  or assets on the same terms and  conditions as
are contained in the written offer to purchase submitted to Area  Representative
by a bona fide proposed purchaser;  provided,  however, the following additional
terms and conditions shall apply:

               1.   Area Representative shall notify Franchisor of such offer by
sending a written  notice to  Franchisor  enclosing a copy of the written  offer
signed by the bona fide proposed purchaser;

                                       17
<PAGE>

               2.   The thirty (30) day right of first  refusal  period will run
concurrently  with the period in which  Franchisor  has to approve or disapprove
the proposed transferee;

               3.   Such  right  of  first  refusal  arises  for  each  proposed
transfer,  and any material  change in the terms or  conditions  of the proposed
transfer,  even if to the same bona fide proposed  purchaser,  shall be deemed a
separate  offer for which a new thirty (30) day right of first  refusal shall be
given to Franchisor;

               4.   If the consideration or manner of payment offered by a third
party is such that  Franchisor  could not  reasonably be expected to furnish the
same, then Franchisor may purchase the interest which is proposed to be sold for
the reasonable cash equivalent.  If the parties cannot agree within a reasonable
time on the cash consideration,  an independent appraiser shall be designated by
Franchisor,  whose determination will be binding upon the parties.  All expenses
of  the   appraiser   shall  be  paid  for  equally  by   Franchisor   and  Area
Representative; and

               5.   If  Franchisor  chooses not to  exercise  its right of first
refusal, Franchisee shall be free to complete the sale, transfer, or assignment,
subject  to  compliance   with  this  Section.   Absence  of  a  reply  to  Area
Representative's  notice of a proposed sale within the thirty (30) day period is
deemed a waiver of such right of first  refusal but not a waiver of the required
compliance with this Section.

XII.           RESTRICTIONS CONCERNING COMPETITIVE BUSINESSES
               ----------------------------------------------

         A.    During the term of  this  Agreement,  no  holder  of a  legal  or
beneficial  interest in Area Representative  shall,  without the express written
consent of Franchisor,  directly or indirectly,  own, operate, have any interest
in, or be connected with any other business within the Development  Territory or
in any business specializing in providing Internet advertising services or other
services  the same as or similar to those sold or provided  in the  System.  The
restriction excludes the travel business.

         B.    Area  Representative  specifically acknowledges that, pursuant to
this  Agreement,   Area   Representative  will  receive  valuable  training  and
confidential  information including,  without limitation,  information regarding
the promotional,  operational,  sales,  and marketing  methods and techniques of
Franchisor along with other trade secrets and confidential  information which is
a part of the System. Accordingly, Area Representative covenants that, except as
otherwise  approved in writing by  Franchisor,  Area  Representative  shall not,
during  the term of this  Agreement  and 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 or corporation,  or
other  entity,  own,  maintain,  engage in or have any  interest in any business
specializing, in whole or in part, in providing Internet advertising services or
the sale of related  services  the same as or similar to those sold or  provided
through the System within a fifty (50) mile radius of the Development  Territory
or within a radius of fifty (50)  miles of the  location  of any other  business
using the System, whether franchised or owned by Franchisor.

         C.    Area Representative shall not, during  the term of this Agreement
or after its termination or non-renewal, employ or seek to employ any person who
is at that time employed by Franchisor or any of its affiliates, or by any other
franchisee of Franchisor, or otherwise, directly or indirectly induce or seek to
induce  such  person to leave  his or her  employment.  In the  event  that Area
Representative breaches this provision,  Franchisor may terminate this Agreement
and seek all available legal remedies.

         D.    Area Representative  shall not, during the term of this Agreement
or after its  termination  or  non-renewal,  communicate or divulge to any other
person,  persons,  partnership or corporation,  except to such of its employees,


                                       18
<PAGE>

agents or  contractors  as must know for  purposes of operating  the  Franchised
Business,  any  information  or  knowledge  concerning  the  methods of service,
promotion, sale, method, techniques or procedure used in a RezCity.com franchise
nor shall Area Representative disclose or divulge in whole or in part, any trade
secrets, confidential information,  marketing techniques,  patterns or processes
of Franchisor or its affiliated  companies.  Area  Representative  shall require
each of its employees, agents and contractors with access to such information to
execute  a  non-disclosure  and  non-compete  agreement  in a form  approved  by
Franchisor.

         E.    Area Representative acknowledges that a violation of any covenant
in this Section will cause  irreparable harm to Franchisor,  the exact amount of
which may not be subject to reasonable or accurate ascertainment, and therefore,
Area  Representative  does hereby  consent that in the event of such  violation,
Franchisor shall be entitled to seek injunctive  relief to protect certain trade
secrets  and  confidential  information.   Such  remedies,   however,  shall  be
cumulative and in addition to any other remedies to which Franchisor may then be
entitled.  In the event Franchisor prevails in any suit to enforce any provision
hereof,  Franchisor  shall be entitled to receive,  in addition to any relief or
remedy granted, the cost of bringing such suit, including reasonable  attorneys'
fees. The covenants set forth in this Paragraph shall survive the termination or
expiration of this Agreement. Area Representative acknowledges that the covenant
not to compete is fair and  reasonable and will not impose any undue hardship on
Area  Representative  since Area  Representative has other considerable  skills,
experience and education  which will afford him or her the opportunity to derive
income from other endeavors.

         F.    The parties agree that 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 XII. is held  unreasonable
or  unenforceable  by a  court  or  agency  having  valid  jurisdiction  in  any
unappealed  final decision to which Franchisor is a party,  Area  Representative
expressly agrees to 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.

         G.    Area Representative and all  holders  of a legal  and  beneficial
interest in the legal entity acting as Area Representative expressly agree to be
bound by all the covenants  contained in Paragraph XII.  during the term of this
Agreement  and further,  they agree to be bound by the covenants set forth which
shall survive the termination or expiration of this Agreement.

XIII.          DEFAULT AND TERMINATION
               -----------------------

         A.    If Area Representative is in  substantial  compliance  with  this
Agreement and Franchisor materially breaches this Agreement and fails to cure or
begin to cure such breach within a reasonable  time after written notice thereof
is delivered to Franchisor,  Area  Representative  may terminate this Agreement.
Such  termination  shall  be  effective  thirty  (30)  days  after  delivery  to
Franchisor of notice that such breach has not been cured and Area Representative
elects to terminate this Agreement.

         B.    This Agreement shall  terminate  automatically upon  delivery  of

notice of termination to Area Representative, if Area Representative or a holder
of a legal or beneficial interest:

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

               2.   Fails to  satisfactorily  complete the  training  program as
provided in Paragraph VI.A.;

                                       19
<PAGE>

               3.   Is  convicted  of or pleads no  contest,  where such plea is
applicable,  to a felony or other crime or offense  that is likely to  adversely
affect the reputation of Area Representative or any of the Marks;

               4.   Makes any unauthorized use, disclosure or duplication of the
Confidential  Operations  Manual  or  duplicates  or  discloses  or  uses in any
unauthorized  manner any portion of the  confidential  information  or any trade
secrets provided to Area Representative by Franchisor;

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

               6.   Commits  any  affirmative  act of  insolvency,  or files any
petition or action of insolvency,  or for  appointment of a receiver or trustee,
or makes any  assignment  for the  benefit of  creditors,  or fails to vacate or
dismiss  within  sixty (60) days after  filing  any such  proceedings  commenced
against Area Representative by a third party;

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

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


               9.   Fails to comply with the Development Schedule;

               10.  Fails  or  refuses  to  make  payments  of any  amounts  due
Franchisor  or its  affiliates  for portions of any  Individual  or REZcity Plus
Franchise Fees due  Franchisor,  purchases from  Franchisor or its affiliates or
any other amounts due to Franchisor or its affiliates, and does not correct such
failure or refusal  within thirty (30) days after written notice of such failure
is delivered to Area Representative; or

               11.  Fails or refuses to comply with any other  provision of this
Agreement,  or any  mandatory  specification,  standard or  operating  procedure
prescribed  by  Franchisor  or otherwise  in writing,  and does not correct such
failure within thirty (30) days (or provide proof  acceptable to Franchisor that
it has made all reasonable  efforts to correct such failure and will 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 Area Representative.

         C.    Upon termination  of  this Agreement,  Area Representative  shall
have no further  right to receive  any  portion  of the  Franchise  Fee or Sales
Commission  or  other  compensation   received  by  Franchisor  from  Individual
Franchises, as provided in Section V. herein.

                                       20
<PAGE>

         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, such provisions  shall, to the extent such are not in accordance
with applicable law, not be effective, and Area Representative shall comply with
applicable law in connection with each of these matters.

XIV.           RIGHTS AND OBLIGATIONS OF THE PARTIES UPON EXPIRATION OR
               ---------------------------------------------------------
               TERMINATION
               -----------


         A.    Area Representative agrees that upon termination or expiration of
this Agreement, Area Representative shall:

               1.   Pay,  within  ten (10)  days  after  the  effective  date of
termination  or expiration,  all amounts due and owing to Franchisor  under this
Agreement;

               2.   Not  directly  or  indirectly  at any time or in any  manner
identify  any  business as a current or former  RezCity.com  franchise,  or as a
franchisee, licensee or dealer of or as otherwise associated with Franchisor, or
use any Marks, any colorable imitation thereof or other indicia of a RezCity.com
business in any manner or for any purpose,  or utilize for any purpose any trade
name,  trademark,  service  mark or other  commercial  symbol  that  suggests or
indicates a connection or  association  with  Franchisor or its  affiliates  and
franchisees;

               3.   Promptly  return  to  Franchisor  all  signs,   sign  faces,
Confidential  Operations  Manuals,  catalogs,   advertising  materials,   forms,
invoices and other  materials  containing any Marks or otherwise  identifying or
relating to a RezCity.com business and allow Franchisor,  without liability,  to
remove all such items from the Franchised Business;

               4.   Promptly  take such  action as may be required to cancel all
fictitious  or assumed name or equivalent  registrations  relating to its use of
any Marks;

               5.   Promptly  notify the appropriate  telephone  company and all
telephone  directory  listing  agencies of the termination or expiration of Area
Representative's  right to use any telephone number and any regular,  classified
or other telephone  directory  listings  associated with any Marks and authorize
transfer  of same to or at the  direction  of  Franchisor.  Area  Representative
agrees to execute  undated  letters of  assistance  to telephone  companies  and
telephone  directory listing agencies  directing  termination and/or transfer of
Area Representative's  right to use telephone numbers associated with the Marks,
which  Franchisor  may  hold  until  termination  or  expiration  hereof.   Area
Representative  acknowledges that as between Franchisor and Area Representative,
Franchisor  has the sole right to and  interest  in all  telephone  numbers  and
directory  listings  associated with any Marks. Area  Representative  authorizes
Franchisor,  and hereby appoints Franchisor and any officer of Franchisor as its
attorney in fact, to direct the  appropriate  telephone  company and all listing
agencies  to  transfer  same to  Franchisor  or at its  direction,  should  Area
Representative  fail or refuse to do so, and the appropriate  telephone  company
and all listing  agencies may accept such  direction  or this  Agreement or Area
Representative's  letter of direction  held by  Franchisor  as conclusive of the
exclusive rights of Franchisor in such telephone numbers and directory  listings
and its authority to direct their transfer;

               6.   Immediately  deliver  to  Franchisor  all past  and  present
franchise sales leads and records and all contracts,  acknowledgment  of receipt
and other  information  and records  related to Franchisees of Franchisor in the
Development Territory; and

                                       21
<PAGE>

               7.   Promptly  take  such  action   necessary  to  withdraw  Area
Representative's  effective and pending state franchise and business opportunity
registrations and filings.

         B.    Upon   termination  or  expiration  of  this  Agreement,  or  any
extension or renewal  hereof,  Franchisor  shall have an option to purchase from
Area Representative all or any part of the assets of the Area Representative, if
any,  used in the  operation  of the Area  Representative  franchise,  including
inventory,  signs,  equipment,  marketing  materials and other  indicia  bearing
Franchisor's  Marks,  and any other  chattels,  real estate leases and equipment
leases, at fair market value. Franchisor may exercise said option by giving Area
Representative  written notice thereof within thirty (30) days after termination
or not less than thirty (30) days prior to  expiration,  as the case may be. The
fair market  value  purchase  price shall be  determined  by  agreement  of Area
Representative  and  Franchisor  or by  arbitration  as herein  provided for the
settlement of disputes.

         C.    Area Representative agrees that upon termination or expiration of
the Franchise it shall immediately cease to use the confidential  information in
any  business or  otherwise  and shall  return to  Franchisor  all copies of the
Confidential Operations Manual which have been loaned to it by Franchisor.

         D.    All obligations of  Franchisor  and  Area  Representative   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  its expiration or  termination  and until they are satisfied in
full or by their nature expire.

XV.               FRANCHISOR'S REMEDIES UPON TERMINATION OR EXPIRATION

         Area Representative  acknowledges that its failure (except as otherwise
provided  herein)  to cease all  activities  as Area  Representative  within the
Development  Territory,  upon the termination or expiration of this Agreement or
any  portion  thereof,  will  result  in  immediate  and  irreparable  damage to
Franchisor  and to  the  rights  of any  subsequent  area  representative.  Area
Representative  acknowledges  that there is no  adequate  remedy at law for such
failure to cease activities, and Area Representative agrees that in the event of
such failure,  Franchisor  shall be entitled to seek equitable  relief by way of
temporary and  permanent  injunctions  and such other and further  relief as any
court  with  jurisdiction  may deem  just and  proper.  Resort  to any  remedies
referred to herein  shall not be  construed  as a waiver of any other rights and
remedies to which Franchisor is entitled under this Agreement or otherwise.

XVI.              NOTICES

         Any and all notices required or permitted under this Agreement shall be
in writing and shall be personally delivered, delivered by messenger or delivery
services,  mailed by  certified  mail return  receipt  requested,  or  facsimile
transmission, and shall be effective when received or confirmation of receipt is
acknowledged  to the respective  parties at the following  addresses  unless and
until a different  address has been  designated  by written  notice to the other
party:

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

                                       22
<PAGE>

         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 Area Representative:
                                            ------------------------------------

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

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

                                            Fax No.:
                                                    -------------------

         With a copy to:
                                            ------------------------------------

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

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

                                            Fax No.:
                                                    -------------------

XVII.          ENTIRE AGREEMENT
               ----------------

         This  Agreement  constitutes  the entire  agreement of the parties with
respect to the  RezCity.com  Franchise  herein  granted and supersedes any prior
agreements or understandings between them, whether oral or written. The terms of
this Agreement may not be waived or modified  except by an express  agreement in
writing  signed  by  both  parties.  There  are  no  representations,  promises,
warranties,  covenants  or  undertakings  other  than  those  contained  in this
Agreement. The failure of either party hereto to enforce, or the delay by either
party in enforcing, any of its rights under this Agreement shall not be deemed a
continuing waiver or modification thereof, and either party may, within the time
permitted by applicable law,  commence  appropriate legal proceedings to enforce
any or all of such rights.

XVIII.         APPLICABLE LAW
               --------------

         A.    THIS  AGREEMENT  AND  THE  RIGHTS  OF THE PARTIES HEREUNDER TAKE
EFFECT UPON  ACCEPTANCE AND EXECUTION BY FRANCHISOR AND SHALL BE INTERPRETED AND
CONSTRUED UNDER THE LAWS OF NEW JERSEY, WHICH LAWS SHALL PREVAIL IN THE EVENT OF
ANY  CONFLICT OF LAW,  EXCEPT TO THE EXTENT  GOVERNED BY FEDERAL LAW  INCLUDING,
WITHOUT LIMITATION,  THE UNITED STATES TRADEMARK ACT OF 1946, AS AMENDED (LANHAM
ACT, 15 U.S.C.  SECTIONS 1051 ET SEQ.) AND THE FEDERAL ARBITRATION ACT (9 U.S.C.
SECTION 1 ET SEQ.).

         B.    AREA  REPRESENTATIVE  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT
IS ENTERED INTO IN BERGEN COUNTY,  NEW JERSEY,  AND THAT ANY ACTION SOUGHT TO BE
BROUGHT FOR THE PURPOSE OF ENFORCING  THE TERMS AND  PROVISIONS  HEREOF SHALL BE
BROUGHT IN THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN BERGEN COUNTY,  NEW
JERSEY,  AND THE PARTIES DO HEREBY WAIVE ALL QUESTIONS OF PERSONAL  JURISDICTION
OR VENUE FOR THE PURPOSES OF CARRYING OUT THIS PROVISION.

                                       23
<PAGE>

         C.    NO RIGHT  OR  REMEDY  CONFERRED UPON OR RESERVED TO FRANCHISOR OR
AREA  REPRESENTATIVE  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 WILL CAUSE IT LOSS OR DAMAGES,
UNDER THE USUAL EQUITY  RULES,  INCLUDING  THE  APPLICABLE  RULES FOR  OBTAINING
RESTRAINING ORDERS, PRELIMINARY AND PERMANENT INJUNCTIONS.

         E.    IN THE EVENT THAT THE AREA REPRESENTATIVE ENACTS  ACTION  AGAINST
FRANCHISOR,  ARBITRATION  MEETING  WILL BE HELD IN NJ.  IN THE  EVENT  THAT  THE
FRANCHISOR ENACTS ACTION AGAINST THE AREA  REPRESENTATIVE,  ARBITRATION  MEETING
WILL  BE  HELD  IN  THE  STATE  IN  WHICH  THE  BUSINESS  RESIDES  OF  THE  AREA
REPRESENTATIVE.

XIX.           SETTLEMENT OF DISPUTES
               ----------------------

         A.    This Agreement is a written agreement  evidencing  a  transaction
involving commerce and is, therefore, subject to the terms and provisions of the
Federal  Arbitration  Act,  Title 9 of the  United  States  Code.  Except  for a
controversy  or claim relating to the ownership of any of  Franchisor's  service
marks, trade names and logotypes,  any other controversy or claim arising out of
or relating to this Agreement, or to any other agreements between the parties or
with regard to their  interpretation,  formation or breach,  shall be settled by
binding  arbitration  conducted in Bergen County,  New Jersey,  according to the
commercial  rules of the American  Arbitration  Association  as modified  herein
below.

         B.    In  the  event of  any controversy or  claim as  set forth above,
either  party  shall send  written  notice to (1) the other  party;  and (2) the
appropriate Regional Office of the American Arbitration Association for invoking
the binding arbitration  provisions of this Agreement.  In the event that either
party shall make demand for arbitration,  such arbitration shall be conducted in
Bergen County, New Jersey. The American Arbitration Association shall forward to
the  parties a written  list of  proposed  arbitrators  each of whom  shall have
established experience and knowledge in franchise law. Each party shall have ten
(10) days from the date of mailing by the American  Arbitration  Association  of
the written  list of proposed  arbitrators  within  which to return said written
list  with  the  party's  choice  of  arbitrators  to the  American  Arbitration
Association.  If either  party  fails to return  the  written  list of  proposed
arbitrators  to the American  Arbitration  Association  with that party's choice
within said ten (10) days, it shall be  conclusively  determined that said party
has approved the  appointment of any  arbitrator  named in the written list. The
parties further consent to the jurisdiction of any appropriate  court to enforce
the  provisions  of this  section  and/or  to enter a  judgment  upon any  award
rendered by the arbitrator.

         C.    In the event that any  controversy  r  claim  arising  from  this
Agreement as explained  above also  involves  any officer,  director,  employee,
representative,  or agent of either party,  then any such  controversy  or claim
shall also be submitted to binding  arbitration  in the same manner as explained
above. In the event any controversy or claim is submitted to binding arbitration
as  explained   above,  the  parties  further  agree  that  discovery  prior  to
arbitration  shall be restricted  solely to exchanging  lists of those witnesses
and documents  which are to be presented at the hearing  before the  arbitrator,
unless the parties mutually agree in writing to expand the scope of discovery.

         Except as  limited by this  Agreement,  the  arbitrator  shall have the
right to award or include in the  arbitration  award any relief deemed proper in
the circumstances including, without limitation, money damages (with interest on
unpaid amounts from the date due), specific  performance,  injunctive relief and
attorney  fees  and  costs  provided  that  the  arbitrator  shall  not have the
authority to award exemplary or punitive damages.

                                       24
<PAGE>

         D.    Although   all  controversies  and claims are to be  settled   by
binding  arbitration,  Franchisor  expressly  reserves  the  right,  at its sole
discretion,  to seek  temporary  injunctive  relief  pending  completion  of the
arbitration  proceedings from a court of competent  jurisdiction to enforce Area
Representative's  post  termination  covenants not to compete and to enjoin Area
Representative from any existing or threatened conduct which Franchisor believes
could cause any harm or damage to Franchisor or to its franchise  System. In the
event  Franchisor  files  a  lawsuit  to seek  temporary  injunctive  relief  as
described  above,  the filing shall not  constitute,  nor be deemed by anyone to
constitute,  a  waiver  by  Franchisor  of  its  right  to  invoke  the  binding
arbitration provisions of this Agreement.

         E. The parties agree that the arbitration of any disputes  between them
shall be  conducted  on an  individual  basis  and such  disputes  shall  not be
arbitrated on a class-wide basis nor shall any of these disputes be consolidated
with the arbitration of any other disputes which might arise between  Franchisor
and any of its other area representatives or other franchisees.

         AREA REPRESENTATIVE EXPRESSLY ACKNOWLEDGES THAT AREA REPRESENTATIVE HAS
READ THE TERMS OF THIS BINDING  ARBITRATION  PROVISION AND SPECIFICALLY  AFFIRMS
THAT THIS  PROVISION IS ENTERED INTO WILLINGLY AND  VOLUNTARILY  AND WITHOUT ANY
FRAUD,  DURESS  OR  UNDUE  INFLUENCE  ON  THE  PART  OF  FRANCHISOR  OR  ANY  OF
FRANCHISOR'S AGENTS OR EMPLOYEES.

XX.            COST OF ENFORCEMENT OR DEFENSE
               ------------------------------

         A.    In the event that  Franchisor is required to employ legal counsel
or to incur  other  expenses to enforce any  obligation  of Area  Representative
hereunder,  or to defend  against any claim,  demand,  action or  proceeding  by
reason of the Area Representative's failure to perform any obligation imposed by
this Agreement,  Area Representative  shall be responsible for the amount of all
reasonable  attorneys'  fees of such counsel and all other expenses  incurred in
enforcing such obligation or in defending against such claim, demand,  action or
proceeding,   whether   incurred  prior  to,  or  in  preparation   for,  or  in
contemplation of the filing of such action or thereafter except where prohibited
by law.

         B.    Franchisor and Area Representative  hereby  waive to the  fullest
extent permitted by law any right to or claim of any consequential,  punitive or
exemplary  damages  against the other,  and agree that in the event of a dispute
between  them each  shall be  limited  to the  recovery  of any  actual  damages
sustained by it.

XXI.           SEVERABILITY AND CONSTRUCTION
               -----------------------------

         A.    Except  as  expressly   provided  to  the  contrary herein,  each
section,  part,  term and/or  provision of this  Agreement  shall be  considered
severable;  and if, for any reason,  any section,  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  by a  court  or  agency  having  valid
jurisdiction,  such shall not impair the  operation of, or have any other effect
upon,  such other portions,  sections,  parts,  terms and/or  provisions of this
Agreement as may remain otherwise intelligible, and the latter shall continue to
be given full force and effect and bind the  parties  hereto;  and said  invalid
sections,  parts,  terms and/or  provisions  shall be deemed not to be a part of
this  Agreement;  provided,  however,  that if Franchisor  determines  that such
finding of invalidity or illegality adversely affects the basic consideration of
this Agreement, Franchisor, at its option, may 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 Area Representative and such of their respective


                                       25
<PAGE>

successors and assigns as may be contemplated by Paragraph  XXII.A.,  any rights
or remedies under or by reason of this Agreement.

         C.    Area  Representative  expressly agrees to be bound by any promise
or covenant  imposing the maximum duty permitted by law which is subsumed within
the terms of any provision hereof,  as though it were separately  articulated 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 in  the  Agreement  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  duplicate  and each  copy so
executed shall be deemed an original.

XXII.          DEFINITIONS
               -----------

         A.    The term  "Area Representative"  shall  include  all  persons who
succeed to the  interest  of the  original  Area  Representative  by transfer or
operation  of law and shall be  deemed to  include  not only the  individual  or
entity defined as "Area  Representative"  in the introductory  paragraph of this
Agreement,  but shall also include all partners of the entity that executes this
Agreement,  in the event said  entity is a  partnership,  and all  shareholders,
officers and directors of the entity that executes this Agreement,  in the event
said  entity  is a  corporation.  By  their  signatures  hereto,  all  partners,
shareholders,  officers and directors of the entity that signs this Agreement as
Area  Representative  acknowledge and accept the duties and obligations  imposed
upon each of them, individually, by the terms of this Agreement.

         B.    As used in this Agreement, the term "affiliate" of a party hereto
shall mean a corporation,  partnership,  joint venture, association, joint stock
company,  trust or  unincorporated  organization  that  directly,  or indirectly
through one or more intermediaries,  controls,  or is controlled by, or is under
common control with such party.

         C.    The  singular  usage includes the plural  and  the  masculine and
neuter usages include the other and the feminine.

XXIII.         CAVEAT
               ------

         The success of the business  venture  contemplated  to be undertaken by
Area Representative by virtue of this Agreement is speculative and depends, to a
large  extent,  upon  the  ability  of  Area  Representative  as an  independent
businessman,  and his active  participation in the daily affairs of the business
as well as other factors.

XXIV.          ACKNOWLEDGMENTS
               ---------------

         A.    Area Representative  represents  and  acknowledges  that  it  has
received,  read and understood this Agreement and Franchisor's Uniform Franchise
Offering Circular;  and that Franchisor has accorded Area  Representative  ample
time and  opportunity  to consult with  advisors of its own choosing  concerning
risks of entering into this Agreement.

         B.    Area Representative  acknowledges  that it has received a copy of
this  Agreement  and the  attachments  thereto,  at least five (5) business days


                                       26
<PAGE>

prior to the date on which this  Agreement  was  executed.  Area  Representative
further  acknowledges  that Area  Representative  has  received  the  disclosure
document  required by the Trade  Regulation Rule of the Federal Trade Commission
entitled "Disclosure  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.    Area Representative 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.
In addition,  Area Representative should consult with its attorneys with respect
to specific laws  affecting the Franchised  Business.  Area  Representative  has
either consulted with such advisors or has deliberately declined to do so.

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

         E.    Area  Representative  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 Area Representative  expressly
acknowledging that Franchisor is relying upon the truthfulness, completeness and
accuracy of such information.

         F.    Area Representative 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 Area Representative.

         G.    Area Representative hereby consents  and agrees that any disputes
arising between  Franchisor and Area  Representative be submitted to arbitration
as provided in Paragraph XIX. of this Agreement.

         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:
                                         ---------------------------------------

                                       27
<PAGE>


ATTEST:
                                    --------------------------------------------
                                    AREA REPRESENTATIVE


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


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

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



























                                       28
<PAGE>


                 EXHIBIT A TO THE AREA REPRESENTATIVE AGREEMENT
                 ----------------------------------------------

                          MAP OF DEVELOPMENT TERRITORY




































RezConnect Technologies, Inc.                 AREA REPRESENTATIVE:



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

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

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


<PAGE>


                 EXHIBIT B TO THE AREA REPRESENTATIVE 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  Area  Representative  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  _____________________  ("Area Representative") 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 Area  Representative  fails or refuses  punctually  to do so; (3) this
liability will not be contingent or conditioned upon our pursuit of any remedies
against Area Representative 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 Area  Representative
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 Area
Representative  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 AREA REPRESENTATIVE AGREEMENT

                          RezConnect Technologies, Inc.

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

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

         o  Paragraph  XII.B. of the Area  Representative  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  Paragraphs IV.D. and XI.D.3.  require Area  Representative to sign a
            general  release as a  condition  of renewal  and 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  XIII.B.7.  in the  Area  Representative  Agreement  which
            terminates the Area Representative  Agreement upon the bankruptcy of
            the  Area  Representative  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 Area
            Representative  concerning  termination  or  non-renewal of the Area
            Representative Agreement, which may supersede provisions in the Area
            Representative Agreement, specifically Paragraphs IV. and XIII.

         o  Paragraphs  XVIII.  and XIX.  of the Area  Representative  Agreement
            require litigation or arbitration to be conducted in New Jersey, the
            requirement may be unenforceable under California law.

         o  Paragraph  XVIII.A.  of the Area  Representative  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.             AREA REPRESENTATIVE:


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