Prepared by MerrillDirect





EXHIBIT
10.2


12%
SENIOR CONVERTIBLE NOTE DUE JULY 26, 2002


STANDSTILL AGREEMENT


             STANDSTILL
AGREEMENT dated as of _______, 2001 by and between DECISIONLINK, INC., a
Delaware corporation with offices at 1181 Grier Drive, Suite B, Las Vegas,
Nevada 89119 (the "Company"), and ___________________ (the  "Noteholder") with an address at
_______________________________________.


W I T N E S S E T H:


             WHEREAS,
the Noteholder is the holder of the Company's 12% senior convertible notes due
July 26, 2002 (the "Senior Convertible Notes") in the aggregate
principal amount hereinafter mentioned.


             WHEREAS,
the Company is indebted to the Noteholder in the amount of $__________,
representing the unpaid principal of the Noteholder's Note of $__________, plus
unpaid interest of $_________ due June 1, 2001, on the Senior Convertible
Notes;


             WHEREAS,
the Company is currently unable to pay the cash interest due on June 1, 2001,
on all of its Senior Convertible Notes as well as on its 12% Senior Convertible
Debentures due 2002 (“Senior Convertible Debentures”); the default in interest
on the Senior Convertible Notes and the Senior Convertible Debentures is herein
called the “Interest Default”.


             WHEREAS,
RP&C International (“RP&C”), on behalf of the Company has confirmed to
the undersigned Noteholder that the Company is currently working with potential
investors to source additional funds for it to continue to develop its business
and which should enable the Company to meet its obligations.  RP&C has also confirmed that the Company
has mandated it, for a fee payable in shares, to solicit holders of the Senior
Convertible Notes to either accept shares in lieu of outstanding interest, or
to sign a standstill agreement in the form of this Standstill Agreement; and


             WHEREAS,
the Company desires to cure the Interest Default 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.    Noteholder Waiver of Interest Default.


             Subject
to the terms and conditions of this Standstill Agreement, the Noteholder hereby
agrees not to demand the Company pay the Interest Default payment and waives
the assertion of any rights it may have to pursue any remedy under the Senior Convertible Notes, including,
but not limited to, acceleration of the maturity thereof, or take any other
action which will accelerate any other indebtedness of the Company, solely by
reason of the Interest Default or a default or Event of Default under any other
instrument evidencing indebtedness of the Company based on so-called
“cross-default” provisions arising solely by reason of the Interest Default for
a period of ninety (90) days from the date hereof.


             2.          Conditions to Noteholder Waiver.  The Noteholder Waiver is subject to and
conditioned upon the following items and conditions:


                           (i)          The Noteholder Waiver shall not apply
to any default other than the June 1, 2001 Interest Default or any default or
Event of Default based on the cross-default provisions of the Senior
Convertible Notes arising directly or indirectly only as a result of the
Interest Default.  Nothing in this
Standstill Agreement shall in any way limit the Noteholder's right to pursue
any remedy under the Senior Convertible Notes, including acceleration of the
maturity thereof, at any time subsequent to the date hereof, other than as
provided in the preceding sentence.  In
particular, the Company has no knowledge of any other default today on any
other existing indebtedness of the Company. 
In the event that any creditor of the Company which has acceleration
rights under the provision of any terms of indebtedness of the Company provides
the Company with notice of acceleration within the 90 day period from the date
hereof, then this Standstill Agreement shall be null and void.




                           (ii)         All other holders of Senior Convertible
Notes, the 12% Senior Convertible Bridge Notes due 2003 and Senior Convertible
Debentures either (a) execute a Standstill Agreement substantially similar or
identical in form to this Standstill Agreement; (b) accept shares of Company
common stock in lieu of outstanding interest, or (c) are paid by the Company
all outstanding interest in cash.


             3.          Representations and Warranties of
the Noteholder.

The Noteholder hereby represents and warrants to the Company that:


             (a)         It owns the Interest Default, 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 Standstill Agreement;


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


             (c)         This Standstill Agreement has been duly
and validly authorized, executed and delivered by the Noteholder and
constitutes the legal, valid and binding obligation of the Noteholder,
enforceable against the Noteholder 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)        The Noteholder understands and agrees to
maintain in confidence the terms and the fact
that this agreement has been executed and delivered until such time as public
disclosure of same is made, in accordance with Regulation FD under the
Securities Act.


             (e)         Noteholder and its advisors, if any,
have been furnished with all materials relating to the business, finances and
operations of the Company which have been requested by the Noteholder; and the
Noteholder 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.




             (f)         The Noteholder has such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of our entering into this Agreement.


             (g)        Noteholder 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, 2001)


             4.    Representations and Warranties of the
Company.


             The
Company represents and warrants to the Noteholder 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 Standstill Agreement has been duly and validly
authorized by all necessary action on the part of the Company;




             (c)         This Standstill 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 Noteholder harmless against all fees and
commissions of said firms in connection with the transactions contemplated by
this Standstill Agreement.


             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 Noteholder:


                           _________________________

                           _________________________

                           _________________________

                           _________________________


             6.          Expenses.


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




             7.          Entire Agreement; Amendments.


             This
Standstill 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
Standstill 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
Standstill 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
Standstill 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 Standstill Agreement as of the date
first written above.

                                                                                                          DECISIONLINK, INC.


                                                                                                           By:





 


	Name of Noteholder:	 


	 	 
	Nominal
  amount of

  notes held:	 


	Telephone no.
  of holder:	 


	Signed:	 


	Dated: