Prepared by MerrillDirect





EXHIBIT
10.3


12%
SENIOR CONVERTIBLE DEBENTURE DUE JULY 26, 2002

EXCHANGE AGREEMENT


             EXCHANGE AGREEMENT dated as of
_______, 2001 by and among DECISIONLINK, INC., a Delaware corporation with
offices at 1181 Grier Drive, Suite B, Las Vegas, Nevada 89119 (the
"Company"), and _____________ (the 
"Debentureholder") with an address at
___________________________.


W
I T N E S S E T H:


             WHEREAS, the Debentureholder is the
holder of the Company's 12% senior convertible debentures due 2002 (the
"Senior Convertible Debentures") in the aggregate principal amount of
US$______.


             WHEREAS, the Company is indebted to
the Debentureholder in the amount of US$______, representing the installment of
interest due June 1, 2001, on the Senior Convertible Debentures (such
indebtedness being herein called the "Interest Claim");


             WHEREAS, the Debentureholder is
willing to exchange the Interest Claim with the Company for _______ shares of
the Company's common stock, par value $.0001 per share (the "Common
Stock") and warrants expiring June 30, 2006, to purchase _______ shares of
Common Stock at a purchase price of $0.135 per share (collectively, the
"Exchange Securities");


             WHEREAS, the Company desires to
satisfy and discharge the Interest Claim in exchange for the Exchange
Securities, all on the terms and conditions hereinafter set forth;


             NOW, THEREFORE, in consideration of
the mutual covenants set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


             1.    Exchange of Interest Claim for Exchange Securities.


             (a)         The
Debentureholder hereby acknowledges satisfaction and discharge of the Interest
Claim in exchange for the Exchange Securities, delivery of which shall be made
by the Company to the Debentureholder not later than five business days after
the date of execution and delivery of this Exchange Agreement.


             2.          Representations
and Warranties of the Debentureholder.


             The Debentureholder hereby
represents and warrants to the Company that:


             (a)         It
owns the Interest Claim, free and clear of any mortgage, lien, pledge, charge
or other encumbrance whatsoever, and has full power and authority and all
necessary permits and licenses to execute, deliver and perform this Exchange
Agreement;


             (b)        The
execution, delivery and performance by the Debentureholder of this Exchange
Agreement has been duly and validly authorized by all necessary action on the
part of the Debentureholder;


             (c)         This
Exchange Agreement has been duly and validly authorized, executed and delivered
by the Debentureholder and constitutes the legal, valid and binding obligation
of the Debentureholder, enforceable against the Debentureholder in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the enforceability of
creditors' rights generally;


             (d)        Debentureholder
is acquiring the Exchange Securities for its own account for investment only
and not with a view towards the public sale or distribution thereof in
contravention of the provisions of the Securities Act of 1933, as amended (the
"Securities Act") or other applicable law.


             (e)         Debentureholder
and its advisors, if any, have been furnished with all materials relating to
the business, finances and operations of the Company and materials relating to
the offer and sale of the Exchange Securities which have been requested by the
Debentureholder; the Debentureholder and its advisors, if any, have been
afforded the opportunity to ask questions of the Company and have received
satisfactory answers to any such inquiries; and the Debentureholder understands
that its investment in the Exchange Securities involves a high degree of risk;


             (f)         Debentureholder
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of its purchase of the Exchange
Securities.


             (g)        Debentureholder
is an "accredited investor," as defined in Regulation D promulgated
under the Rules and Regulations of the United States Securities and Exchange
Commission; Debentureholder was not contacted by the Company or its
representatives for the purpose of investing in any securities of the Company
offered hereby through any advertisement, article, notice or any other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or any seminar or meeting whose attendees
were invited by any general advertising.


             (h)        Debentureholder
has received from the Company the following information:


             *           Transition
Report on Form 10–KSB for the period from October 1, 2000 to December 31,
2000.


             *           Current
Report on Form 8–K (Date of Earliest Event Reported – January 3,
2001), and


             *           Current
Report on Form 8–K (Date of Earliest Event Reported –January 16,
2001)


             *           Quarterly
Report on From 10-QSB for the period from January 1, 2001 to March 31, 2001.


             *           Current
Report on Form 8–K (Date of Earliest Event Reported –February 15, 2001)


             3.    Representations and Warranties of the Company.


             The Company represents and warrants
to the Debentureholder that:


             (a)         The
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware and is duly qualified to
transact business as a foreign corporation in each jurisdiction wherein the
failure so to qualify would have a material adverse effect upon its business;


             (b)        The
execution, delivery and performance by the Company of this Exchange Agreement
has been duly and validly authorized by all necessary action on the part of the
Company;


             (c)         This
Exchange Agreement has been duly and validly authorized, executed and delivered
by the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting the enforceability of creditors' rights generally;
and


             (d)        The
Company represents that it has not dealt with any broker in connection with the
transaction contemplated hereby other than RP&C International, Inc. and
RP&C International Limited and agrees to pay in full and hold the
Debentureholder harmless against all fees and commissions of said firms in connection
with the transactions contemplated by this Exchange Agreement.


             4.          Registration
Rights.


             The Company will cause to be filed
within 60 days after the date of issuance of the Exchange Securities a
Registration Statement under the Securities Act covering the resale of any
shares of Common Stock included in the Exchange Securities or issuable upon
exercise of the warrants included in the Exchange Securities and will use its
best efforts to cause such Registration Statement to become effective as
promptly after filing as is practicable. 
If such Registration Statement is not filed within such 60 period, the
Company will issue to the Debentureholder additional shares of Common Stock
equal to 5% of the number of shares initially issued in the Exchange Securities
for each 30 days or part thereof subsequent to the initial 60 day period and
will include all such additional shares in the Registration Statement.


             5.          Notices.


             All notices hereunder shall be in
writing and delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

                           If to the
Company:


                           DecisionLink, Inc.

                           1181 Grier
Drive, Suite B

                           Las Vegas, NV
89119

                           Attention:
Chairman


                           If to
Debentureholder:

                           _________________________

                           _________________________

                           _________________________


             6.          Expenses.


             The Company shall bear all costs
and expenses in connection with the preparation, execution and delivery of this
Exchange Agreement and in connection with all things required to be done by the
Company hereunder, except that the Debentureholder shall bear the costs and
expenses of its own legal counsel, if any, in connection therewith.


             7.          Entire
Agreement; Amendments.


             This Exchange Agreement contains
the entire agreement of the parties with respect to the subject matter hereof
and no amendment, modification or waiver of any provision hereof will be
binding on any party hereto unless the same shall be in writing and signed by
the party to be charged.


             8.          Binding
Effect.


             The Exchange Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, assigns, heirs, distributees and legal representatives.


             9.          Governing
Law.


             This Exchange Agreement and the
rights and obligations of the parties hereto shall be governed by and construed
in accordance with the substantive laws of the State of New York applicable in
the case of agreements made and to be performed entirely within such State.


             10.        Counterparts.


             This Exchange Agreement may be
executed in counterparts, each of which shall be deemed an original but all of
which together shall constitute but one agreement.


             IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Exchange Agreement as of the date first
written above.


                                                                                             DECISIONLINK,
INC.


 


                                                                                             By:


 


                                                                                             DEBENTUREHOLDER:


 


                                                                                             By:


                                                                                                                                     General
Partner