bigonline                    BigOnline, Inc.
THE WEB SITE COMPANY         2000 Powell  Street,  Suite
                             100, Emeryville, CA 94608 phone 510.594.7500
                             fax  510.594.0200   orderline   800.374.7313
                             email products@bigonline.com  web www.bigonline.com

                INDEPENDENT CONSULTANT APPLICATION AND AGREEMENT

SOCIAL SECURITY #OR FED ID#             This number will serve as you BigOnline
                                        identification number on all documents.
XXXXXXXXX                               If you are joining as an individual,
                                        fill in your Social Security Number.
                                        If you are joining as a Business,
                                        fill in your Federal Tax ID#

APPLICANT/LAST NAME                         FIRST NAME                     MI
OLSON                                       DAVID                          C
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APPLICANT 2 OR SPOUSE/LAST NAME             FIRST NAME                     MI
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BUSINESS NAME (IF ANY)
MILLENNIUM MARKETING INC.
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MAILING ADDRESS (THIS WILL BE YOUR SHIPPING ADDRESS FOR ALL  CORRESPONDENCE  AND
KITS. PO BOXES CANNOT BE USED.)
6025 S QUEBEC STREET, SUITE 150
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CITY                                         STATE                      ZIP CODE
ENGLEWOOD                                    CO                         80111
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E-MAIL ADDRESS
SUMMITFR@HOTMAIL.COM
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HOME PHONE NUMBER      BUSINESS PHONE NUMBER (IF ANY)        FAX NUMBER
3036805444             7204898873                            7204898874
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ENROLLER'S LAST NAME           ENROLLER'S FIRST NAME        ENROLLER'S ID NUMBER
(ORIGINAL SPONSOR)                                          10000001
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SPONSOR'S LAST NAME            SPONSOR'S FIRST NAME         SPONSOR'S ID NUMBER
(IF DIFFERENT THAN ENROLLER)                                10000001
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PAYMENT TOTAL (FILL IN A LINE FOR ALL ITEMS THAT APPLY TO YOU)

Managing Consultant Kit*                                         $495.00  ______
   Shipping & Handling (2nd Day)                                   20.00   20.00
   Optional FedEx Overnight Service                                25.00  ______
   Local Sales Tax (CA Residents Only)                                    ______

Internet Business Success Pack*  UPGRADE                                 1000.00
                                                                         -------
   Shipping & Handling (2nd Day)                                   55.00   55.00
   Local Sales Tax (CA Residents Only)                                   _______


Independent Consultant Kit                                        $49.00 _______
   Shipping & Handling                                              5.00    5.00
   Optional FedEx Overnight Service                                20.00 _______

                                           Payment Total                 1000--
                                                                         -------

*these packs are not  available in all states,  please refer to item four on the
back of this application.

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BUSINESS MANAGEMENT SYSTEM (BMS)
Our Business Management System will help you qualify for your monthly commission
check and keep you plugged into company communications!

____  (Please  initial  here) I agree  to be  billed  $65.00  monthly  for  this
automatic  service,  which includes an Internet  Business Center and NOWB Online
package.  BMS includes 60 CV a month. To get these services, I understand that I
must  provide  monthly  payment in the form of Credit Card number or  Electronic
Funds Transfer (Check by Fax form available on Fax-on-Demand - document #160).

Please check applicable option:

____      Electronic Funds Transfer (include Check-by-Fax form).

  X       Credit Card: XXXX-XXXXX-XXXXX                          Exp.  00/00
-----                  ----------------                                ------

         Authorized Signature  /s/ David C. Olson
                               -------------------------------------------------

Creation of Internet  Business Center requires web site order materials with IBC
Web Site Voucher (included in kit).

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PLEASE CHECK PAYMENT METHOD
 X  Check                  ___American Express       ___VISA
___ Cashier's Check        ___Discover               ___MasterCard
___ Monthly Order ___ Electronic Funds Transfer (Registered Trademark symbol)

Make payable to BigOnline. If you are paying by Electronic Funds Transfer please
submit a Check-by-Fax form (FOD #160)

CURRENT CARD NUMBER EXP. DATE

X ______________________________________________________________________________
   Cardholder's Signature                      Print Name

================================================================================

I  hereby  apply  to  become  an  Independent  Consultant  for  BigOnline,  Inc.
(BigOnline).  I have read  carefully and agree to be bound by all  provisions of
the Terms and Conditions which are printed on this application and all published
Policies  and  Procedures  of  BigOnline.  My sponsor has  explained  to me that
purchase of any of the Managing Consultant Packages is optional, is not required
and is non-refundable after thirty (30) days from the date of this Agreement and
that becoming a BigOnline customer is not required to participate as a BigOnline
Independent Consultant.

X  /s/ David C. Olson   June 1, 99      X
-------------------------------------   ----------------------------------------
Applicant's Signature   Date            Spouse's or Partner's Signature     Date
                                        (If business is co-owned)

================================================================================

<PAGE>



TERMS AND CONDITIONS

1.   I am of  legal  age in the  state  of my  residency.  I agree  that I am an
     independent  contractor,   responsible  for  determining  my  own  business
     activities  and not an  agent,  employee  or  legal  representative  of the
     company.  I will not represent in any manner that I am an agent,  employee,
     or legal  representative  of BigOnline (The Company).  I am responsible for
     the payment of all federal  and state  self-employment  taxes and any other
     taxes required under all federal,  state or regulatory  taxing agency. I am
     responsible to pay all sales taxes where applicable.

2.   The BigOnline Independent  Consultant position has no initial fee, cost, or
     investment,  other than a fully-refundable  $49.00 deposit. This refundable
     deposit is not  applicable  to  residents  of Alabama,  Georgia,  Kentucky,
     Louisiana,  Minnesota, Nebraska, North Dakota, Pennsylvania,  South Dakota,
     West  Virginia,  or  where  prohibited  by  law.  Upon  termination  of  my
     distributorship  and for a period of ninety (90) days thereafter,  and upon
     my  written  request,  BigOnline  will  unconditionally  refund  the $49.00
     application  deposit  within  thirty  (30)  days of the date  requested.  I
     understand  whether  or not I  elect  to  purchase  the  optional  Managing
     Consultant  Training Kit,  BigOnline  will provide to me a starter kit with
     necessary  literature  and sales  aids to start my  BigOnline  business.  I
     understand that Independent Consultants, whether or not they have purchased
     the optional Managing  Consultant  Training Kit are eligible to receive the
     same retail commissions and bonuses.

3.   This  position  does  not  constitute  the  sale  of a  franchise  or  of a
     distributorship  and no fee or purchase for participation as an Independent
     Consultant has been required of me.

4.   I understand  that all  Independent  Consultants  may purchase the optional
     Managing  Consultant  Kit,  available  for $495.00,  consisting of training
     material and various other materials and services.  (This optional Managing
     Consultant  Kit  costs  $295.00  for  residents  of  Utah,  Louisiana,  and
     Washington,  and costs $249.00 for residents of South  Carolina,  Oklahoma,
     and South  Dakota  but do not  include  the IBC site and first  month  free
     hosting).

5.   I agree that as an Independent  Consultant,  I shall place primary emphasis
     upon the obtaining of Retail customers. Independent Consultants resident in
     the States of Maine,  Michigan,  Indiana and West  Virginia,  Georgia,  and
     North  Dakota are limited to $495.00 in  Independent  Consultant  purchases
     from the  Company  during  the first six months of  Independent  Consultant
     status. Permissible Independent Consultant purchases shall be automatically
     modified to comply with the exemption requirements set forth in any states'
     laws regulating business opportunities.

6.   I understand  there are only two  commissionable  events for an Independent
     Consultant: Acquiring BigOnline customers directly, and acquiring BigOnline
     customers through the efforts of other  Independent  Consultants which have
     been  sponsored  by  the  Independent  Consultant,  or  are  linked  by the
     Independent Consultant's sponsorship commissionable sales group.

7.   In presenting the BigOnline Program and Independent  Consultant position to
     prospects,  I agree that such presentations  shall be strictly according to
     the  following  format  and  that I will be  terminated  as an  Independent
     Consultant if I fail to do so: (a) In each  presentation of the Independent
     Consultant  position,  the  prospect  shall be  directly  informed  that no
     payment or  purchase  is  required  or is a means to become an  Independent
     Consultant.  (b) The prospect  shall  receive a complete  customer  product
     presentation prior to any discussion  whatsoever concerning the Independent
     Consultant position.

8.   In order to maintain a viable Marketing  Program and to comply with changes
     in federal,  state,  or local laws in economic  conditions,  BigOnline  may
     change  Policies and Procedures for  Independent  Consultants  from time to
     time, as well as to modify its Independent Consultant Compensation Program.
     Such Policies and Procedures and Compensation  Plan  modifications, and all
     changes  thereto,  shall  become  a  binding  part of this  Agreement  upon
     publication in the official BigOnline Independent Consultant Newsletter.

9.   I understand that no attorney  general or other  regulatory  authority ever
     reviews,  endorses  or  approves  any  product,  compensation  program,  or
     company. I will make no such claim to others.

10.  I agree to operate in a lawful, ethical, and moral manner and to do nothing
     that will adversely reflect upon the Company, its customers, or Independent
     Consultants.  I  understand  that  any  act  deemed  by the  Company  to be
     detrimental to the Company in any manner is grounds for the  termination of
     my Independent Consultant status and all corresponding compensation.

11.  I understand that failure to abide by the Independent  Consultant Agreement
     and Policies and Procedures may result in a cancellation  of my Independent
     Consultant status.

12.  I understand  that my Independent  Consultant  position can be inherited or
     bequeathed but cannot be transferred or assigned during my lifetime without
     written  consent of the  Company  which  consent  will not be  unreasonably
     withheld. Six months of continuous inactivity (no active personal sales) as
     an  Independent   Consultant   may  result  in  automatic   termination  of
     Independent Consultant status.

13.  This Agreement shall be deemed in effect upon its receipt and acceptance by
     BigOnline at its Corporate Office location at 2000 Powell Street Suite 100,
     Emeryville, CA 94608.

14.  I  understand  that  as  an  Independent  Consultant, I  may  only  utilize
     literature  and sales aids provided by BigOnline.  Utilizing  non-BigOnline
     literature  and/or  sales aids is a violation of  BigOnline's  Policies and
     Procedures,  and may result in  termination  of an  Independent  Consultant
     relationship with BigOnline.

15.  I will not promote my Independent  Consultant  business nor use the Company
     name, or the trade names,  logos, sales materials,  trademarks,  or service
     marks of BigBook or BigOnline, except in materials provided by the Company.
     I  understand  that  unauthorized  use  or  duplication  of  trademarks  or
     copyrighted materials is a violation of federal law.

16.  I am responsible for supervising and supporting  Independent  Consultants I
     sponsor  into the program  and in my  commissionable  downline.  I agree to
     maintain monthly communication and support to those Independent Consultants
     in  my  commissionable  downline  by  way  of  any  of  the  following,  or
     combination thereof:  Personal contact,  telephone  communication,  written
     communication, and attendance at Independent Consultant meetings.

17.  This   agreement,   including   the  BigOnline   Policies  and   Procedures
     incorporated  herein by reference,  constitute the entire agreement between
     the parties  hereto,  and no other  additional  promises,  representations,
     guarantees, or agreements of any kind shall be valid unless in writing.

18.  BigOnline   provides  the   following   fulfillment   to  its   Independent
     Consultants:  A new  Independent  Consultant's  packet of sales  literature
     whether or not the optional Managing Consultant Kit is purchased;  shipment
     of  ordered  sales  aids  within  ten (10)  days of  receipt  of order  and
     clearance of funds,  subject to availability of items ordered;  calculation
     and  payment  of  Independent  Consultant  commissions.  Payment  terms  on
     Independent  Consultant  purchases:  check, money order or credit card with
     order. No credit purchases or COD's  available.  Commissions are payable to
     Independent  Consultants  according  to  the  Compensation  Plan  which  is
     incorporated herein by reference.

19.  I will not  make  false  or  misleading  statements  about  BigOnline,  the
     Independent   Consultant  position,  or  BigOnline  products.   Display  of
     commission   checks  and  making  of  income   projections  to  prospective
     Independent Consultants is prohibited.

20.  Independent  Consultants  in the same  household or business shall have the
     same  sponsor.  Change of original  sponsor is not  permitted.  Independent
     Consultant and Contributor lists and names are owned by the Company and may
     never be used for any commercial  purpose  without prior written consent of
     Company  and may never be used for any  commercial  purpose  without  prior
     written  consent  of  Company.  During the term of this  Agreement  and for
     ninety (90) days thereafter,  Independent Consultant shall not, directly or
     indirectly solicit Independent  Consultants or Contributors of BigOnline to
     other network marketing  organizations,  except as to personally  sponsored
     Independent Consultants/customers.

21.  This  Agreement  is  governed by the laws of the State of  California.  The
     parties  agree that any claim,  dispute or other  difference  between  them
     shall be  exclusively  resolved  by  binding  arbitration  pursuant  to the
     Commercial  Arbitration Rules of the American Arbitration  Association with
     arbitration to occur at San Francisco,  California.  Louisiana  Independent
     Consultants arbitrate at New Orleans, Louisiana.

22.  Independent  Consultants may return  literature and sales aids in resalable
     condition  at any time within  thirty  days of purchase  and receive an 85%
     refund  if the  items  are in  resalable  condition.  Returns  will  not be
     accepted without a Returned Materials  Authorization Number. Shipping costs
     for returned items shall be borne by the  Independent  Consultant.  Payment
     will be made within thirty (30) days of actual  receipt of returned  items.
     Deposits  refundable  upon  written  request made within sixty (60) days of
     termination of Agreement. The company will honor sales aids refund policies
     provided by any state or federal law applicable to  Independent  Consultant
     (New Mexico, one year; Georgia, no time limitation).