Prepared by MerrillDirect





EXHIBIT
10.1


12%
SENIOR CONVERTIBLE DEBENTURE DUE 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  "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 hereinafter mentioned.


             WHEREAS, the Company is indebted to
the Debentureholder in the amount of US$_______, representing the unpaid
principal of the Debentureholder's Debenture of US$____________, plus unpaid
interest of US$___________ due June 1, 2001, on the Senior Convertible
Debentures;


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







             WHEREAS,
RP&C International (“RP&C”), on behalf of the Company has confirmed to the
undersigned Debentureholder 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 Debentures and 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.          Debentureholder Waiver of Interest
Default.


             Subject
to the terms and conditions of this Standstill Agreement, the Debentureholder
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 Debentures or the
Trust Indenture under which it was issued, 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 Debentureholder
Waiver.  The Debentureholder Waiver
is subject to and conditioned upon the following items and conditions:


                           (i)          The Debentureholder 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 Debentures arising directly or indirectly only as a result of the
Interest Default. Nothing in this Standstill Agreement shall in any way limit
the Debentureholder's right to pursue any remedy under the Senior Convertible
Debentures, 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
Debentures, Senior Convertible Notes and the 12% Senior Convertible Bridge
Notes due 2003 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 Interest Default, or (c) are paid by the Company all
outstanding interest in cash.







             3.          Representations and Warranties of
the Debentureholder.


             The
Debentureholder 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 Debentureholder of this Standstill Agreement has been duly and validly
authorized by all necessary action on the part of the Debentureholder;


             (c)         This Standstill 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)        The
Debentureholder  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)         The Debentureholder 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
Debentureholder; and 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.


             (f)         The Debentureholder 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)        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, 2001)


             4.          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 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 Debentureholder 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 Debentureholder:



_______________

_______________



             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
Debentureholder 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
  Debentureholder:	 	 
	 	

	 
	 	 	 
	Nominal
  amount of	 	 
	Debentures
  held:	US $	 
	 	

	 
	 	 	 
	Telephone no.
  of holder:	 
	 	

	 
	 	 	 
	Signed:	 	 
	 	

	 
	 	 	 
	Dated: