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                                                                    EXHIBIT 10.4

                                   NETSPACE(R)
                               FRANCHISE AGREEMENT

         THIS FRANCHISE AGREEMENT (the "Agreement") is made and entered into
this ___ day of _________________________, 200_, by and between NETFRAN
DEVELOPMENT CORP., a corporation formed under Florida law, with its principal
business address at 2801 N.E. 208th Terrace, 2nd Floor, Miami, Florida 33180
(referred to in this Agreement as "we, "us" or "our"), and
____________________________, whose principal business address is
___________________________________________________________________________,
(referred to in this Agreement as "you", "your" or "owner").

1.       PREAMBLES AND GRANT OF FRANCHISE.

1.1.     PREAMBLES. We have expended considerable time and effort in developing
         a business format franchise that provides Internet web site design,
         hosting, yellowpage listing, updating, maintenance, administration,
         e-mail marketing, consulting services, and web site promotions, as well
         as related services, to businesses, professionals and individuals.
         These businesses operate under the NETSPACE(R) name and under
         distinctive business formats, methods, procedures, designs, layouts,
         standards and specifications, all of which we may improve, further
         develop or otherwise modify from time to time. We use, promote and
         license certain trademarks, service marks and other commercial symbols
         in the operation of NETSPACE(R) businesses, including the NETSPACE(R)
         trademarks and service marks and associated logo (collectively, the
         "Marks"). We grant franchises to persons who meet our qualifications
         and are willing to undertake the investment and effort required to own
         and operate an NETSPACE(R) business offering the products and services
         we authorize and approve and utilizing our business formats, methods,
         procedures, signs, designs, layouts, equipment, standards and
         specifications and the Marks (the "System"), irrespective of the media
         we use to document the System. You have indicated to us by your actions
         and statements that you are desirous of a franchise to own and operate
         a NETSPACE(R) business. The Marks, together with the System and the
         franchise license granted herein are referred to collectively herein as
         the "BUSINESS."

1.2.     ACKNOWLEDGMENTS. You acknowledge that you have read this Agreement and
         our Franchise Offering Circular and understand and accept the terms,
         conditions and covenants contained in this Agreement as being
         reasonably necessary to maintain our high standards of quality and
         service and the uniformity of those standards at each NETSPACE(R)
         business and thereby to protect and preserve the goodwill of the Marks.
         You acknowledge that you have conducted an independent investigation of
         the business venture contemplated by this Agreement and recognize that,
         like any other business, the nature of the business conducted by a
         NETSPACE(R) business may evolve and change over time, that an
         investment in a NETSPACE(R) business involves business risks and that
         your reception to training, business abilities and efforts are vital to
         the success of the venture. Any information you acquire from other
         NETSPACE(R) franchisees relating to their sales, profits or cash flows
         does not constitute information obtained from us, nor do we make any
         representations as to the accuracy of any such information. All
         business dealings between you and our officers, directors and employees
         as a result of this Agreement are solely between you and us. You
         further acknowledge that we have advised you to seek franchise counsel
         to review and evaluate this Agreement.

1.3.     REPRESENTATION. You represent to us, as an inducement to your entry
         into this Agreement, that all statements you have made and all
         materials you have submitted to us in connection with your purchase of
         the franchise are accurate and complete and that you have made no
         misrepresentations or material omissions in obtaining the franchise. We
         have approved of your purchasing a franchise in reliance upon all of
         your representations.

1.4.     CORPORATE OR PARTNERSHIP FRANCHISEE. If you are at any time a
         corporation or partnership, you agree and represent that:

         1.4.1.   You will have the authority to execute, deliver and perform
                  your obligations under this Agreement and are duly organized
                  or formed and validly existing in good standing under the laws



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                  of the state of your incorporation or formation. You will
                  notify us within five (5) days whenever there is a change in
                  your corporate status or whenever you receive service of
                  process for any reason;

         1.4.2.   Your organizational documents or partnership agreement will
                  recite that the issuance and transfer of any ownership
                  interests in you are restricted by the terms of this
                  Agreement, and all certificates and other documents
                  representing ownership interests in you will bear a legend
                  referring to the restrictions of this Agreement;

         1.4.3.   Appendix "A" to this Agreement will completely and accurately
                  describe all of your owners and their interests in you; and

         1.4.4.   Each of your owners, at any time during the term of this
                  Agreement, will execute an agreement in the form that we
                  prescribe (see Appendix "B" to this Agreement) undertaking to
                  be bound jointly and severally by all provisions of this
                  Agreement and any ancillary agreements between you and us that
                  bind you. You and your owners agree to execute and deliver to
                  us such revised copies of Appendix "A" as may be necessary to
                  reflect any changes in the information contained therein and
                  to furnish such other information about your organization or
                  information as we may request within five (5) days of change.

1.5.     GRANT OF FRANCHISE. You desire a franchise to own and operate a
         NETSPACE(R) business. Subject to the terms of and upon the conditions
         contained in this Agreement, we hereby grant you a franchise (the
         "Franchise") to operate a NETSPACE(R) BUSINESS and a license to use the
         Marks and the System in the operation thereof, for a term commencing on
         the date of this Agreement and expiring on the tenth (10th)
         anniversary, unless sooner terminated in accordance with Article 14
         hereof.

1.6.     YOUR PERFORMANCE. You agree that you will at all times faithfully,
         honestly and diligently perform your obligations hereunder,
         continuously exert your best efforts to promote and enhance the
         BUSINESS and not engage in any other business or activity that
         conflicts with your obligations to operate the BUSINESS in compliance
         with this Agreement.

1.7.     TERRITORY. You shall operate your franchise only within the Territory
         described as follows:

         ______________________________________________________________________

         ______________________________________________________________________

         ______________________________________________________________________

         ______________________________________________________________________

         ______________________________________________________________________

         ______________________________________________________________________


         BY THE END OF JANUARY OF EACH CALENDAR YEAR DURING THE TERM OF THE
         FRANCHISE AGREEMENT, WE WILL IDENTIFY TO YOU ALL THE COMPANIES IN YOUR
         TERRITORY THAT FIT THE TYPICAL CLIENT PROFILE. WE WILL NOT LOCATE
         ANOTHER FRANCHISE OR COMPANY OWNED LOCATION WITHIN YOUR TERRITORY, SO
         LONG AS YOU PROVIDE SERVICES TO: AT LEAST ONE (1%) PERCENT OF THE
         COMPANIES WE HAVE IDENTIFIED TO YOU THAT YEAR BY THE END OF THE FIRST
         (1ST) FULL CALENDAR YEAR OF THE TERM OF THE FRANCHISE AGREEMENT; THREE
         (3%) OF THE COMPANIES WE HAVE IDENTIFIED TO YOU THAT YEAR BY THE END OF
         THE SECOND (2ND) FULL CALENDAR YEAR OF THE TERM OF THE FRANCHISE
         AGREEMENT; FIVE (5%) PERCENT OF THE COMPANIES WE HAVE IDENTIFIED TO YOU
         THAT YEAR BY THE END OF THE THIRD (3RD) FULL CALENDAR YEAR OF THE TERM
         OF THE FRANCHISE AGREEMENT; EIGHT (8%) PERCENT OF THE COMPANIES WE HAVE
         IDENTIFIED TO YOU THAT YEAR BY THE END OF THE FOURTH (4TH) FULL
         CALENDAR YEAR OF THE TERM OF THE FRANCHISE AGREEMENT; TWELVE (12%)
         PERCENT OF THE COMPANIES WE HAVE IDENTIFIED TO YOU THAT YEAR BY THE END
         OF THE FIFTH (5TH) FULL CALENDAR YEAR OF THE TERM OF THE FRANCHISE
         AGREEMENT; SIXTEEN (16%) PERCENT OF THE COMPANIES WE HAVE IDENTIFIED TO
         YOU THAT YEAR BY THE END OF THE SIXTH (6TH) FULL CALENDAR YEAR OF THE
         TERM OF THE FRANCHISE AGREEMENT; TWENTY (20%) PERCENT OF THE COMPANIES
         WE HAVE IDENTIFIED TO YOU THAT YEAR BY THE END OF THE SEVENTH (7TH)
         FULL CALENDAR YEAR OF THE TERM OF THE FRANCHISE AGREEMENT; AND TWENTY
         (20%) PERCENT OF THE COMPANIES WE HAVE IDENTIFIED TO YOU EACH REMAINING
         YEAR BY THE END OF EACH FULL CALENDAR YEAR THEREAFTER DURING THE
         REMAINING TERM OF THE AGREEMENT. IF YOU FAIL TO ACHIEVE ANY OF THE
         PERFORMANCE QUOTAS IDENTIFIED ABOVE, WE RESERVE THE RIGHT TO DEEM YOUR
         TERRITORY AS NON-EXCLUSIVE AND TO LOCATE ANOTHER FRANCHISE OR COMPANY
         OWNED LOCATION WITHIN YOUR TERRITORY.

1.8.     RIGHTS WE RESERVE. We (and our affiliates) retain the right in our sole
         discretion to:


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         1.8.1.   Open and establish, and grant to franchisees the right to
                  establish NETSPACE(R) businesses anywhere outside your
                  Territory, on such terms and conditions, as we deem
                  appropriate.


2.       BUSINESS DEVELOPMENT.

2.1.     BUSINESS DEVELOPMENT. You are responsible for developing the BUSINESS.
         We will furnish you with mandatory specifications for a NETSPACE(R)
         business, including requirements for image, equipment, signs and other
         suggestions. You acknowledge that, following your signing this
         Agreement, we will approve a location (the "Location") for your
         BUSINESS and office location. You acknowledge and agree that our
         recommendation or approval of the Location, and any information
         regarding the Location communicated to you, do not constitute a
         representation or warranty of any kind, express or implied, as to the
         suitability of the Location for a NETSPACE(R) business or for any other
         purpose. Our recommendation or approval of the Location indicates only
         that we believe that the Location falls within the acceptable criteria
         for locations that we have established as of the time of our
         recommendation or approval of the Location. You acknowledge and agree
         that your acceptance of the Location is based on your own independent
         investigation of the suitability of the Location. You acknowledge and
         agree that our review and approval of any construction plans you submit
         to us for approval under this paragraph (as well as any inspections we
         make of your premises during construction of the BUSINESS) are solely
         to assure your compliance with the System. You expressly represent and
         warrant to us that the BUSINESS will be built and operated in
         compliance with all local, state and federal laws, ordinances, rules
         and regulations. Prior to your signing a lease for the Location, IF
         APPLICABLE, YOU AGREE TO SUBMIT TO US: A PICTURE OF THE FRONT OF THE
         BUILDING IN WHICH THE FRANCHISE WILL BE LOCATED, A PICTURE OF THE ENTRY
         TO THE LOBBY OF THE SUITE OF OFFICES IN WHICH THE FRANCHISE WILL BE
         LOCATED , A PICTURE OF THE CONFERENCE ROOM SERVING THE FRANCHISE
         OFFICE, AND A PICTURE OF YOUR PERSONAL OFFICE.

2.2.     YOUR OBLIGATIONS. You agree, at your own expense, to do the following
         with respect to developing the BUSINESS:

         2.2.1.   Secure all financing required to develop and operate the
                  BUSINESS;

         2.2.2.   Research the requirements for and obtain all permits and
                  licenses required to operate the BUSINESS;

         2.2.3.   Purchase or lease all equipment required for the BUSINESS; and

         2.2.4.   Purchase an initial inventory of authorized and approved
                  ancillary goods, materials and supplies.


2.3.     BUSINESS COMMENCEMENT. You agree not to commence operation of the
         BUSINESS until:

         2.3.1.   Pre-commencement training has been completed to our
                  satisfaction;

         2.3.2.   The initial franchise fee and all other amounts then due to us
                  have been paid; and

         2.3.3.   We have been furnished with copies of all insurance polices
                  required by this Agreement, or such other evidence of
                  insurance coverage and payment of premiums as we request.

2.4.     COMMENCEMENT DEADLINE. You agree to commence operation of the BUSINESS
         within sixty (60) days after the execution of this Agreement and within
         ten (10) days after you have completed initial training to our
         satisfaction.

2.5.     INITIAL LOCAL MARKETING. You agree to conduct initial local marketing
         for the BUSINESS and to expend not less than Three Thousand Five
         Hundred ($3,500) Dollars (the "Initial Local Marketing Expense") for
         such purpose. Such initial local marketing will utilize the marketing
         and public relations programs and media and advertising materials we
         have developed or approved. Such initial local marketing shall be
         conducted at such times as we consider prudent. YOU AGREE TO SUBMIT TO
         US EACH CALENDAR MONTH, UPON OUR REQUEST, A LOCAL MARKETING REPORT (THE
         "LOCAL MARKETING REPORT"), PREPARED PURSUANT TO OUR SPECIFICATIONS,
         DISCLOSING SOURCES AND PAYMENTS FOR ALL LOCAL MARKETING YOU CONDUCT FOR
         THE BUSINESS.


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3.       FEES.

3.1.     INITIAL FRANCHISE FEE. You agree to pay us a nonrecurring and
         nonrefundable initial lump sum franchise fee in the amount of Thirty
         Five Thousand ($35,000) Dollars, which, if fully paid by you, will be
         fully earned by us upon the execution of this Agreement.

3.2.     ROYALTY. You agree to pay us a non-refundable royalty ("Royalty") in
         the amount of ten (10%) percent of Gross Revenue each calendar month
         (the "Accounting Period"), with a minimum required Royalty that shall
         be no less than ONE HUNDRED ($100) DOLLARS PER ACCOUNTING PERIOD DURING
         THE FIRST (1ST) YEAR OF THE TERM OF THE AGREEMENT, TWO HUNDRED ($200)
         DOLLARS PER ACCOUNTING PERIOD DURING THE SECOND (2ND) YEAR OF THE TERM
         OF THE AGREEMENT, THREE HUNDRED ($300) DOLLARS PER ACCOUNTING PERIOD
         DURING THE THIRD (3RD) YEAR OF THE TERM OF THE AGREEMENT, FOUR HUNDRED
         ($400) DOLLARS PER ACCOUNTING PERIOD DURING THE FOURTH (4TH) YEAR OF
         THE TERM OF THE AGREEMENT AND FIVE HUNDRED ($500) DOLLARS PER
         ACCOUNTING PERIOD FOR THE FIFTH (5TH) YEAR OF THE TERM OF THE AGREEMENT
         AND EVERY ACCOUNTING PERIOD THEREAFTER DURING THE REMAINING TERM OF THE
         AGREEMENT. You are not required to pay us a minimum required Royalty
         until after the completion of the first full Accounting Period after
         ninety (90) days have expired from the date of completion of the
         initial training which shall be scheduled not later than sixty (60)
         days from the date of execution of this Agreement. We must receive the
         Royalty on or before the third (3rd) day following the end of each
         preceding Accounting Period via bank-wire transfer, or other form of
         delivery that we approve, as well as your statement of Gross Revenue,
         in approved form, via facsimile transmission or Internet e-mail.

3.3.     DEFINITION OF "GROSS REVENUE". As used in this Agreement, the term
         "Gross Revenue" means all revenue you derive from operating the
         BUSINESS, and whether from cash, check, credit, barter, or other
         transactions, but excluding all federal, state or municipal sales, use
         or service taxes collected from customers and paid to the appropriate
         taxing authority and excluding customer refunds, adjustments, credits
         and allowances actually made by the BUSINESS in compliance with "The
         Methods of Operation" (defined in Article 4.5).

3.4.     INTEREST ON LATE PAYMENTS. Interest at the highest rate allowed under
         applicable law will be due on late payments in excess of thirty (30)
         days past due by either party, calculated from the date due until the
         date paid. In no circumstances will either party be responsible for
         interest on late payments to the other party if such late payment is
         due to circumstances that are beyond the party's control.

3.5.     APPLICATION OF PAYMENTS. Notwithstanding any designation you might
         make, we have sole discretion to apply any amounts collected from you
         to any of your past due indebtedness to us. You acknowledge and agree
         that we have the right to set off any amounts you or your owners owe us
         against any amounts we might owe you or your owners.

3.6.     WEB SITE SETUP FEE. For each of your client accounts ("Client
         Accounts"), you agree to pay Netvertise, Inc., or such other service
         provider selected by us, a web site setup fee ("Web Site Setup Fee")
         prior to the initiation of such service(s) to your Client Accounts, at
         our then-current price for providing such services. See Appendix D to
         the Agreement for our current pricing schedule.

3.7.     ONGOING HOSTING AND MAINTENANCE FEE. You agree to pay Netvertise, Inc.,
         or such other service provider selected by us, a non-refundable ongoing
         hosting and maintenance fee ("Ongoing Hosting and Maintenance Fee) in
         the amount of forty (40%) percent of Hosting Gross Revenue each
         calendar month, pursuant to our Methods of Operation (see Article 4.5.
         below). The Ongoing Hosting and Maintenance Fee is payable prior to the
         initiation of such service (s).


4.       TRAINING.

4.1.     TRAINING. Before the BUSINESS begins operating, we will furnish initial
         training on the operation of a NETSPACE(R) business to you (or, if you
         are a corporation or partnership, your managing shareholder or
         partner), and one (1) additional employee you elect to enroll in the
         training program. Initial training consists of five (5) working days of
         training for you (or your managing shareholder or partner), and your
         employee to be furnished at our training facility or at an operating
         NETSPACE(R) business. No other additional or refresher courses are
         required for you to commence operation of your franchise. You (or your
         managing shareholder or partner), and your employee are required to



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         complete the initial training to our satisfaction. You also are
         required to participate in all other activities required to operate the
         NETSPACE(R) franchise. Although we will furnish initial training to you
         (or your managing shareholder or partner) and one (1) additional
         employee at no additional fee or other charge, you will be responsible
         for all travel and living expenses which you (or your managing
         shareholder or partner) and your employee incur in connection with
         training. If we determine that you (or your managing shareholder or
         partner) are unable to complete initial training to our satisfaction,
         by written and/or oral exam or otherwise, we have the right to
         terminate this Agreement pursuant to Article 14 hereof.

4.2.     REFRESHER TRAINING. We may require you (or your managing shareholder or
         partner) and/or previously trained and experienced employees to attend
         refresher training courses at such times and locations that we
         designate, and we may charge reasonable fees for such courses. We may
         require you to pay us our then current fees for our training your new
         employees hired after your BUSINESS commences operations. A sales
         training course is recommended with an approved supplier for all
         franchisees to attend.

4.3.     GENERAL GUIDANCE. We will advise you from time to time regarding
         operating issues concerning the BUSINESS disclosed by reports you
         submit to us or on-site inspections we make. Such guidance will, at our
         discretion, be furnished in our "Operations Manual" (defined in Article
         4.5. below), bulletins or other written materials and/or during
         telephone consultations and/or consultations at our office or the
         BUSINESS. In addition, we will furnish guidance to you with respect to:

         4.3.1.   Standards, specifications and operating procedures and methods
                  utilized by the BUSINESS;

         4.3.2.   Purchasing required ancillary goods, equipment, materials,
                  supplies and services;

         4.3.3.   Advertising and marketing programs;

         4.3.4.   Employee training; and

         4.3.5.   Administrative, bookkeeping and accounting procedures and
                  services.

4.4.     ADDITIONAL GUIDANCE. During the term of this Agreement, additional
         guidance may be provided in any of the following ways:

         4.4.1.   Telephone and Internet e-mail consultation during such times
                  as are outlined in the Operations Manual (see Article 4.5.
                  below);

         4.4.2.   Buying advisory services whereby we may provide you with lists
                  of sources and approved suppliers for our ancillary goods,
                  services, equipment, etc.;

         4.4.3.   Ongoing marketing programs to fulfill our obligations in
                  Articles 2.5. and 9. of this Agreement;

         4.4.4.   Newsletter services whereby we may inform you periodically
                  about the goings-on in the NETSPACE(R) franchise program;

         4.4.5.   Meetings, seminars or conventions whereby we may get together
                  with you and other NETSPACE(R) franchisees for business or
                  social purposes;

         4.4.6.   Research and development regarding Methods of Operation (see
                  Article 4.5. below); and/or

         4.4.7.   At your request, we will furnish additional guidance and
                  assistance and, in such a case, may charge the PER diem fees
                  and charges we establish from time to time. If you request, or
                  if we require, additional or special training for your
                  employees, all of the expenses that we incur in connection
                  with such training, including PER DIEM charges and travel and
                  living expenses for our personnel, will be your
                  responsibility.

4.5.     OPERATIONS MANUAL. During the term of this Agreement, we will allow you
         to use one (1) copy of our operations manual ("Operations Manual"),
         consisting of such materials (possibly including, but not limited to,
         audio tapes, videotapes, magnetic media, computer software, access to



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         our Internet home page, and written materials) that we furnish to
         franchisees from time to time for use in operating a NETSPACE(R)
         business. The Operations Manual contains the System and other
         information and rules that we prescribe from time to time for the
         operation of a NETSPACE(R) business and information relating to your
         other obligations under this Agreement and related agreements, which,
         taken together, we refer to as methods of operation ("Methods of
         Operation"). The Operations Manual may be modified by us from time to
         time to reflect changes in Methods of Operation. You agree to keep your
         copy of the Operations Manual current and in a secure location at the
         BUSINESS. In the event of a dispute relating to its contents, the
         master copy of the Operations Manual we maintain at our principal
         office will be controlling. YOU MAY NOT AT ANY TIME COPY, DUPLICATE,
         RECORD OR OTHERWISE REPRODUCE ANY PART OF THE OPERATIONS MANUAL. If
         your copy of the Operations Manual is lost, destroyed or significantly
         damaged, you agree to obtain a replacement copy at our then applicable
         charge.


5.       MARKS.

5.1.     OWNERSHIP AND GOODWILL OF MARKS. Your right to use the Marks is derived
         solely from this Agreement and limited to your operation of the
         BUSINESS pursuant to and in compliance with this Agreement and Methods
         of Operation, which we prescribe from time to time during its term.
         Your unauthorized use of the Marks will be a breach of this Agreement
         and an infringement of our rights in and to the Marks. You acknowledge
         and agree that your usage of the Marks and any goodwill established by
         such use will be exclusively for our benefit and that this Agreement
         does not confer any goodwill or other interests in the Marks upon you
         (other than the right to operate the BUSINESS in compliance with this
         Agreement). All provisions of this Agreement applicable to the Marks
         apply to any additional proprietary trademarks and service marks and
         commercial symbols we authorize you to use.

5.2.     YOUR CORPORATE NAME. You are to conduct the BUSINESS under the
         NETSPACE(R) name or under such other names that we may specify from
         time to time in accordance with our Methods of Operation. You may use
         your own personal name or a name of your choosing, with our prior
         approval, in registering the BUSINESS with state, local and county
         authorities for licenses, permits, bonds, partnerships, or
         corporations, or in establishing a bank account. Unless otherwise
         specified in writing by us, the name chosen for said registration(s) or
         bank account is to be followed by "dba, NETSPACE(R) ". Any bank account
         related to the franchise business may not be established using the
         NETSPACE(R) name without our prior permission.

5.3.     LIMITATIONS ON YOUR USE OF MARKS. You agree to use the Marks as the
         sole identification of the BUSINESS, except that you agree to identify
         yourself as the independent owner thereof in the manner we prescribe.
         You may not use any Marks as part of any corporate or legal business
         name or as part of an Internet domain name or Internet e-mail address
         or with any prefix, suffix or other modifying words, terms, designs or
         symbols (other than logos licensed to you hereunder), or in any
         modified form, nor may you use any Marks in connection with the
         performance or sale of any unauthorized services or products or in any
         other manner we have not expressly authorized in writing. You may use
         the NETSPACE(R) name as part of a Internet domain name or e-mail
         address as long as such domain name or e-mail address is approved by us
         in writing prior to such use. No Marks may be used in any advertising
         concerning the transfer, sale or other disposition of the BUSINESS or
         an ownership interest in you. You agree to display the Marks
         prominently in the manner we prescribe at the BUSINESS, on supplies or
         materials we designate and in connection with forms and advertising and
         marketing materials. You agree to give such notices of trademark and
         service marks registrations; i.e., "(R) ", "(TM)", as we specify and to
         obtain any fictitious or assumed name registrations required under
         applicable law. You agree to withdraw any fictitious or assumed name
         registrations immediately upon termination or expiration of this
         Franchise Agreement.

5.4.     NOTIFICATION OF INFRINGEMENTS AND CLAIMS. You agree to notify us
         immediately of any apparent infringement or challenge to your use of
         any Marks, or of any claim by any person of any rights in any Marks,
         and agree not to communicate with any person other than us, our
         attorneys and your attorneys in connection with any such infringement,
         challenge or claim. We have sole discretion to take such action as we
         deem appropriate and the right to control exclusively any litigation,
         United State Patent and Trademark Office ("USPTO") proceeding or any
         other administrative proceeding arising out of any such infringement,
         challenge or claim or otherwise relating to any Marks. You agree to



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         sign any and all instruments and documents, render such assistance and
         do such acts and things as, in the opinion of our attorneys, may be
         necessary or advisable to protect and maintain our interests in any
         litigation or USPTO proceeding or other proceeding or otherwise to
         protect and maintain our interests in the Marks.

5.5.     DISCONTINUANCE OF USE OF MARKS. If it becomes advisable at any time in
         our sole discretion for us and/or you to modify or discontinue the use
         of any Marks and/or use one or more additional or substitute trademarks
         or service marks, you agree to comply with our directions within a
         reasonable time after receiving notice thereof. We will not be
         obligated to reimburse you for any loss of revenue attributed to any
         modified or discontinued Marks or for any expenditures you make to
         promote a modified or substitute trademark or service mark.


6.       CONFIDENTIAL INFORMATION.

6.1.     DETERMINATION OF CONFIDENTIAL INFORMATION. We possess (and will
         continue to develop and acquire), and may disclose to you, certain
         confidential information (the "Confidential Information") relating to
         the development and operation of NETSPACE(R) businesses, which may
         include (without limitation):

         6.1.1.   The System, the Operations Manual, any other proprietary
                  materials, the sales and marketing techniques used, and
                  knowledge of and experience in developing and operating
                  NETSPACE(R) businesses;

         6.1.2.   Marketing and advertising programs for NETSPACE(R) businesses;

         6.1.3.   Knowledge of specifications for and suppliers of certain
                  ancillary goods, services, equipment, materials and supplies;
                  and

         6.1.4.   Knowledge of the operating results and financial performance
                  of NETSPACE(R) businesses other than the BUSINESS.

6.2.     FOR BUSINESS USE ONLY. You acknowledge and agree that you will not
         acquire any interest in Confidential Information, other than the right
         to utilize Confidential Information disclosed to you in operating the
         BUSINESS during the term of this Agreement, and that the use or
         duplication of any Confidential Information in any other business would
         constitute an unfair method of competition. You further acknowledge and
         agree that Confidential Information is proprietary, includes our trade
         secrets and is disclosed to you solely on the condition that you agree,
         and you do hereby agree, that you:

         6.2.1    During the term of this Agreement, you may have access to and
                  become acquainted with various "trade secrets" of ours,
                  including, but not limited to, customer lists, vendor
                  partnerships and/or relationships, sales and technical
                  information as described in any of our training materials or
                  manuals, costs, product prices and names, software tools and
                  applications, web site and/or email design architecture,
                  marketing plans, business methods, research, development or
                  know-how, any other information designated by us as
                  "confidential" or "proprietary", and the components of the
                  Netspace Franchise System whether or not such information is
                  protected or protectable by patent, copyright, trade secret or
                  other proprietary rights. You agree that you will take all
                  reasonable measures to maintain the confidentiality of all
                  Confidential Information in your possession or control and
                  that all such Confidential Information and trade secrets shall
                  remain our exclusive property and any use thereof shall be
                  only for the purposes of and in connection with this
                  Agreement,

         6.2.2    Will maintain the absolute confidentiality of Confidential
                  Information during and after the term of this Agreement;

         6.2.3    Will not make unauthorized copies of any portion of
                  Confidential Information disclosed via electronic medium or in
                  written or other tangible form; and

         6.2.4    Will adopt and implement all reasonable procedures that we
                  prescribe from time to time to prevent unauthorized use or
                  disclosure of Confidential Information, including, without
                  limitation, restrictions on disclosure thereof to BUSINESS
                  personnel and others.



                                       7
<PAGE>

6.3.     IDEAS, CONCEPTS, TECHNIQUES OR MATERIALS. All ideas, concepts,
         techniques or materials relating to a NETSPACE(R) business, whether or
         not constituting protectable intellectual property, and whether created
         by or on behalf of you or your owners, will be promptly disclosed to
         us, deemed to be our sole and exclusive property and part of the System
         and deemed to be works made for hire for us. You and your owners agree
         to sign whatever assignment or other documents we may request from time
         to time to evidence our ownership or to assist us in securing
         intellectual property rights in such ideas, concepts, techniques or
         materials.

6.4.     USE OF CONFIDENTIAL INFORMATION. During the term or any extension or
         renewal or after termination (regardless of the cause of termination)
         or expiration of this Agreement, you shall not communicate with the
         clients of the BUSINESS, divulge, or use for the benefit of any other
         party any Confidential Information, techniques, or Methods of Operation
         of the BUSINESS. However, to assist you in operating the BUSINESS,
         normal operating procedures may be divulged to individuals who are
         specifically employed by you.


7.       EXCLUSIVE RELATIONSHIP.

7.1      EXCLUSIVE DEALINGS. You acknowledge and agree that we would be unable
         to protect Confidential Information against unauthorized use or
         disclosure or to encourage a free exchange of ideas and information
         among NETSPACE(R) businesses if franchised owners of NETSPACE(R)
         businesses were permitted to hold interests in or perform services for
         a Competitive Business (defined below). You also acknowledge that we
         have granted the Franchise to you in consideration of and reliance upon
         your agreement to deal exclusively with us. You therefore agree that,
         during the term of this Agreement, neither you nor any of your owners
         (nor any of your or your owners' spouses, children or other relatives
         by blood or marriage) will:

         7.1.1.   Have any direct or indirect interest as a disclosed or
                  beneficial owner in a Competitive Business;

         7.1.2.   Perform services as a director, officer, manager, employee,
                  consultant, representative, agent or otherwise for a
                  Competitive Business; or;

         7.1.3.   Recruit or hire any person who is our employee or the employee
                  of any NETSPACE(R) business, or otherwise directly or
                  indirectly induce such person to leave his or her employment,
                  without obtaining the prior written permission of that
                  person's employer; or;

         7.1.4.   Divert or attempt to divert any business, revenue, or any
                  former or existing clients of the BUSINESS to any Competitive
                  Business, by direct or indirect inducement or in any other
                  manner.

7.2.     COMPETITIVE BUSINESS. The term "Competitive Business" as used in this
         Agreement means any business operating, or granting franchises or
         licenses to others to operate, any BUSINESS which is similar to this
         business (other than a NETSPACE(R) business operated under a franchise
         agreement with us).


8.       METHODS OF OPERATION.

8.1.     COMPLIANCE WITH METHODS OF OPERATION. You acknowledge and agree that
         your operation and maintenance of the BUSINESS in accordance with
         Methods of Operation (defined in Article 4.5.) is essential to preserve
         the goodwill of the Marks and all NETSPACE(R) businesses. Therefore, at
         all times during the term of this Agreement, you agree to operate and
         maintain the BUSINESS in accordance with Methods of Operation, as we
         periodically modify and supplement them during the term of this
         Agreement. Methods of Operation may regulate any one or more of the
         following with respect to the BUSINESS:

         8.1.1.   Replacement of obsolete or worn out equipment;

         8.1.2.   Types, models and brands of required equipment, materials and
                  supplies;

         8.1.3.   Required or authorized services, ancillary goods and
                  categories for same;




                                       8
<PAGE>

         8.1.4.   Designated or approved suppliers (which may be limited to or
                  include us) of ancillary goods, services, equipment, materials
                  and supplies;

         8.1.5.   Terms and conditions of the sale and delivery of, and terms
                  and methods of payment for, ancillary goods, services,
                  including direct labor, materials and supplies that you obtain
                  from us, our affiliates or others;

         8.1.6.   Sales, marketing, advertising and promotional programs and
                  materials and media used in such programs;

         8.1.7.   Use of the Marks;

         8.1.8.   Staffing levels for the BUSINESS and matters relating to
                  managing the BUSINESS; communication to us of the identities
                  of the BUSINESS' personnel; and qualifications, training,
                  dress and appearance of employees;

         8.1.9.   Days and hours of operation of the BUSINESS;

         8.1.10.  Participation in market research and testing and services and
                  ancillary goods development programs;

         8.1.11.  Acceptance of credit cards, other payment systems and check
                  verification services;

         8.1.12.  Bookkeeping, accounting, data processing and record keeping
                  systems and forms; methods, formats, content and frequency of
                  reports to us of sales, revenue, financial performance and
                  condition; and furnishing tax returns and other operating and
                  financial information to us;

         8.1.13.  Types, amounts, terms and conditions of insurance coverage
                  required to be carried for the BUSINESS and standards for
                  underwriters of policies providing required insurance
                  coverage; our protection and rights under such policies as an
                  additional named insured; required or impermissible insurance
                  contract provisions; assignment of policy rights to us;
                  periodic verification of insurance coverage that must be
                  furnished to us; our right to obtain insurance coverage for
                  the BUSINESS at your expense if you fail to obtain required
                  coverage; our right to defend claims; and similar matters
                  relating to insured and uninsured claims;

         8.1.14.  Complying with applicable laws; obtaining required licenses
                  and permits; adhering to good business practices; observing
                  high standards of honesty, integrity, fair dealing and ethical
                  business conduct in all dealings with customers, suppliers and
                  us; and notifying us if any action, suit or proceeding is
                  commenced against you or the BUSINESS; and

         8.1.15.  Regulation of such other aspects of the operation and
                  maintenance of the BUSINESS that we determine from time to
                  time to be useful to preserve or enhance the efficient
                  operation, image or goodwill of the Marks and NETSPACE(R)
                  businesses.

8.2.     PROVISIONS OF THIS AGREEMENT. You agree that Methods of Operation
         prescribed from time to time in the Operations Manual, or otherwise
         communicated to you in writing or other tangible form, constitute
         provisions of this Agreement as if fully set forth herein. All
         references to this Agreement include all Methods of Operation as
         periodically modified.

8.3.     MODIFICIATION OF METHODS OF OPERATION. We may periodically modify
         Methods of Operation, as we determine, and any such modifications may
         obligate you to invest additional capital in the BUSINESS ("Capital
         Additions") and/or incur higher operating costs; provided, however,
         that such modifications will not alter your fundamental status and
         rights under this Agreement. We will not obligate you to make any
         Capital Additions when such investment cannot, in our reasonable
         judgement, be amortized during the remaining term of this Agreement,
         unless we agree to extend the term of this Agreement so that such
         additional investment, in our reasonable judgment, may be amortized, or
         unless such investment is necessary in order to comply with applicable
         laws.


                                       9
<PAGE>

9.       MARKETING.

9.1.     BY US. Recognizing the value of advertising and marketing to the
         goodwill and public image of NETSPACE(R) businesses, we have
         established an advertising fund (the "Advertising Fund") for such
         advertising, marketing and public relations programs and materials as
         we deem necessary or appropriate in our sole discretion. You agree to
         contribute to the Advertising Fund one (1%) percent of Gross Revenue
         (the "Ad Fee), payable in the same manner as the Royalty due hereunder.
         We will direct all programs financed by the Advertising Fund, with sole
         discretion over the creative concepts materials and endorsements used
         therein and the geographic market and media placement and allocation
         thereof. You agree that the Advertising Fund may be used to pay the
         costs of preparing and producing video, audio and written advertising
         materials, administering regional and multi-regional advertising
         programs, including, without limitation, purchasing direct mail and
         other media advertising and employing advertising, promotion and
         marketing agencies to assist therewith and supporting public relations,
         market research and other advertising promotion and marketing
         activities and amounts expended pursuant to Article 9.2. below. The
         Advertising Fund will furnish you with samples of advertising,
         marketing formats, promotional formats and other materials at no
         additional cost to you when we deem appropriate. Multiple copies of
         such materials will be furnished to you at our direct cost of producing
         them plus any related shipping handling and storage charges.

9.2.     ACCOUNTING. The Advertising Fund will be accounted for separately from
         our other funds and will not be used to defray any of our general
         operating expenses, except for such reasonable salaries, administrative
         costs, travel expenses and overhead as we may incur in activities
         related to the administration of the Advertising Fund and its programs
         including, without limitation, conducting market research, preparing
         advertising promotion and marketing materials, and collecting and
         accounting for contributions to the Advertising Fund. We may spend, on
         behalf of the Advertising Fund, in any fiscal year, an amount that is
         greater or less than the aggregate contribution of all NETSPACE(R)
         businesses to the Advertising Fund in that year and the Advertising
         Fund may borrow from us or others to cover deficits or invest any
         surplus for future use. All interest earned on monies contributed to
         the Advertising Fund will be used to pay advertising costs before other
         assets of the Advertising Fund are expended. We will prepare an annual
         statement of monies collected and costs incurred by the Advertising
         Fund and furnish the statement to you upon written request. We have the
         right to cause the Advertising Fund to be incorporated or operated
         through a separate entity at such time as we deem appropriate and such
         successor entity will have all of the rights and duties specified
         herein.

9.3.     PROPORTIONALITY. You acknowledge that the Advertising Fund is intended
         to maximize recognition of the Marks and patronage of NETSPACE(R)
         businesses. Although we will endeavor to utilize the Advertising Fund
         to develop advertising and marketing materials and programs and to
         place advertising that will benefit all NETSPACE(R) businesses, we
         undertake no obligation to ensure that expenditures by the Advertising
         Fund in or affecting any geographic area are proportionate or
         equivalent to the contributions to the Advertising Fund by NETSPACE(R)
         businesses operating in that geographic area. Nor are we under any
         obligation to ensure that any NETSPACE(R) businesses will benefit
         directly or in proportion to its Ad Fees paid to the Advertising Fund
         from the development of advertising and marketing materials or the
         placement of advertising. Except as expressly provided in this Article,
         we assume no direct or indirect liability or obligation to you with
         respect to collecting amounts due to, or maintaining, directing or
         administering the Advertising Fund.

9.4.     DEFERRALS OR REDUCTIONS. We reserve the right to defer or reduce
         contributions of a NETSPACE(R) business franchisee and, upon thirty
         (30) days' prior written notice to you, to reduce or suspend your
         payment of Ad Fees to and suspend operations of the Advertising Fund
         for one or more periods of any length and to terminate (and if
         terminated to reinstate) the Advertising Fund. If the Advertising Fund
         is terminated, all unspent monies on the date of termination will be
         distributed to our franchisees in proportion to their respective
         contributions to the Advertising Fund during the preceding three (3)
         month period, and amounts required to be paid pursuant to Article 9.1.
         above shall be added to amounts required to be expended pursuant to
         Article 9.5. below.



                                       10
<PAGE>

9.5.     BY YOU. IN ADDITION TO THE AD FEES YOU PAY TO THE ADVERTISING FUND AND
         THE START-UP MARKETING EXPENSE, YOU AGREE TO SPEND MONTHLY FOR
         ADVERTISING AND PROMOTION OF THE BUSINESS NOT LESS ONE THOUSAND ONE
         HUNDRED ($1,100) DOLLARS A MONTH, OF WHICH FIVE HUNDRED ($500) DOLLARS
         MUST BE PAID TO US, AT THE SAME TIME AND IN THE SAME MANNER AS THE
         ROYALTY, FOR US TO SCHEDULE ON YOUR BEHALF AT LEAST TEN (10)
         PROSPECTIVE CLIENT APPOINTMENTS PER MONTH. AT SUCH TIME AS YOU HAVE
         OBTAINED A MINIMUM OF TWELVE (12) CLIENT ACCOUNTS, AND SO LONG AS YOU
         MAINTAIN A MINIMUM OF TWELVE (12) CLIENT ACCOUNTS, YOU MAY ELECT, AT
         YOUR DISCRETION, TO CONTINUE TO HAVE US PROVIDE THIS SCHEDULING SERVICE
         TO YOU OR YOU MAY USE THE FUNDS PAID TO US UNDER THIS ARTICLE TO
         INDEPENDENTLY ADVERTISE AND PROMOTE THE BUSINESS. WE MAY REASONABLY
         INCREASE THE REQUIRED AMOUNT YOU SPEND FOR ADVERTISING AND PROMOTION OF
         THE BUSINESS FROM TIME TO TIME UPON THIRTY (30) DAY WRITTEN NOTICE FROM
         US TO YOU, WITH SUCH INCREASES NOT TO EXCEED TEN (10%) PERCENT DURING
         ANY TWELVE (12) MONTH PERIOD DURING THE TERM OF THE Agreement. You
         agree as part of your advertising and promotion of the business to
         participate in local business-to-business trade shows.

9.6.     PROOF OF EXPENDITURE. We may review your books and records from time to
         time to determine your expenditures for such advertising and promotion.
         Proof of expenditures is nevertheless your burden during the term of
         this Agreement. YOU AGREE TO FORWARD TO US A MONTHLY PROMOTIONAL
         EXPENSE REPORT, WITH PAID RECEIPTS ATTACHED FOR EACH PROMOTIONAL
         EXPENSE YOU INCURRED, IF REQUESTED BY US IN WRITING.

9.7.     NOTHING BUT THE TRUTH. You agree that any advertising, promotion and
         marketing you conduct will be completely clear and factual and not
         misleading and conform to the highest standards of ethical marketing
         and the promotion policies which we prescribe from time to time.
         Samples of all advertising, promotional and marketing materials which
         we have not prepared or previously approved must be submitted to us for
         approval before you use them. If you do not receive written disapproval
         within thirty (30) days after our receipt of such materials, we will be
         deemed to have given the required approval. You may not use any
         advertising or promotional materials that we have disapproved. We own
         the copyrights to anything so submitted, whether approved by us or not.


10.      RECORDS, REPORTS, AND FINANCIAL STATEMENTS.

10.1.    BOOKKEEPING. You agree to establish and maintain at your own expense a
         bookkeeping, accounting and record keeping system conforming to the
         requirements and formats we prescribe from time to time. We may require
         you to use approved computer hardware and software in order to maintain
         certain sales data and other information. We may require you to use an
         accountant approved by us in advance by us. You agree to furnish to us,
         upon our request, on such forms that we prescribe, without limitation,
         such records, reports, annual federal tax returns, and financial
         statements as we may require from time to time.

10.2.    VERIFICATION. You agree to verify and sign each report and financial
         statement in the manner we prescribe. We have the right to disclose
         data derived from such reports without identifying you. We also have
         the right to require you to have reviewed or audited financial
         statements prepared on an annual basis. Moreover, we have the right, as
         often as we deem appropriate, including on a daily basis, to access the
         computer systems that you are required to maintain in connection with
         the operation of the BUSINESS and to retrieve all information relating
         to the BUSINESS' operations.


11.      INSPECTIONS AND AUDITS.

11.1.    OUR RIGHTS TO INSPECT THE BUSINESS. To determine whether you and the
         BUSINESS are complying with this Agreement and Methods of Operation, we
         and our designated agents have the right at any time during your
         regular business hours, and without prior notice to you, to:

         11.1.1.  Inspect your operation of the BUSINESS;

         11.1.2.  Observe, photograph and videotape the operations of the
                  BUSINESS for such consecutive or intermittent periods, as we
                  deem necessary;

         11.1.3.  Remove samples of any ancillary goods, materials or supplies
                  for testing and analysis;

         11.1.4.  Interview personnel and customers of the BUSINESS; and



                                       11
<PAGE>

         11.1.5.  Inspect and copy any books, records and documents relating to
                  your operation of the BUSINESS.

11.2.    COOPERATION. You agree to cooperate with us fully in connection with
         any such inspections, observations, photographing, videotaping, product
         removal and interviews. You agree to present to your customers such
         evaluation forms that we periodically prescribe and to participate
         and/or request your customers to participate in any surveys performed
         by us or on our behalf.

11.3.    OUR RIGHT TO AUDIT. We have the right at any time during regular
         business hours, and without prior notice to you, to inspect and audit,
         or cause to be inspected and audited, your (if you are a corporation or
         partnership) and the BUSINESS' business, bookkeeping and accounting
         records, sales and income tax records and returns and other records.
         You agree to cooperate fully with our representatives and independent
         accountants we hire to conduct any such inspection or audit. In the
         event such inspection or audit is made necessary by your failure to
         furnish reports, supporting records or other information as herein
         required, or to furnish such items on a timely basis, you agree to
         reimburse us for the reasonable cost of such inspection or audit,
         including, without limitation, the charges of attorneys and independent
         accountants and the travel expenses, room and board and compensation of
         our employees. In the event an inspection or audit reveals that any
         payments have been understated in any report to us, then you shall
         immediately pay to us the amount understated upon demand, in addition
         to interest from the date such amount was due until paid, at the
         highest contract rate of interest permitted by law. If an inspection or
         audit discloses an understatement in any report of two (2%) percent or
         more, you shall, in addition to repayment of monies owed with interest,
         reimburse us for any and all costs and expenses connected with the
         inspection or audit, including, without limitation, the charges of
         attorneys and independent accountants and the travel expenses, room and
         board and compensation of our employees. The foregoing remedies are in
         addition to our other remedies and rights under this Agreement and
         applicable law.


12.      TRANSFER.

12.1.    BY US. This Agreement and each of our rights under it are fully
         transferable by us and will inure to the benefit of any transferee or
         other legal successor to our interests herein. We have the right to
         delegate any of our obligations under this Agreement to any person or
         entity.

12.2.    BY YOU. You understand and acknowledge that the rights and duties
         created by this Agreement are personal to your owners and that we have
         granted the franchise to you in reliance upon our perceptions of your
         owners' individual or collective character, skill, aptitude, attitude,
         business ability, acumen and financial capacity. Accordingly, neither
         this Agreement (or any interest therein) nor any ownership or other
         interest in you or the BUSINESS may be transferred without our prior
         written approval. Our approval is conditioned on the prospective
         transferee agreeing to sign a then-current franchise agreement with us.
         Any transfer without such approval constitutes a breach of this
         Agreement and is void and of no effect. As used in this Agreement, the
         term "transfer" includes your (or your owners') voluntary, involuntary,
         direct or indirect assignment, sale, gift or other disposition of any
         interest in: this Agreement; you; or the BUSINESS. All of the following
         conditions must be met prior to or concurrently with the effective date
         of the transfer:

         12.2.1.      You or the transferee pay us a transfer fee equal to Five
                      Thousand ($5,000) Dollars to defray expenses we incur in
                      connection with the transfer. You also agree to pay us our
                      reasonable legal fees and administrative costs incurred,
                      commissions, if any, and our reasonable out-of-pocket
                      expenses, including, without limitation, travel, meals,
                      lodging, advertising and other investigative expenses
                      involved in meeting with or qualifying the transferee.

         12.2.2.  You transfer to the transferee all licenses, permits, and/or
                  agreements that may be assigned or transferred.

12.3.    OUR RIGHT OF FIRST REFUSAL. We have the right, exercisable by written
         notice delivered to you or your selling owners within thirty (30) days
         from the date of the delivery to us of both an exact copy of such BONA
         FIDE offer and all other information we request, to purchase such
         interest for the price and on the terms and conditions contained in
         such BONA FIDE offer, provided that:




                                       12
<PAGE>

         12.3.1.  We may substitute cash for any form of payment proposed in
                  such offer;

         12.3.2.  Our credit will be deemed equal to the credit of any proposed
                  purchaser;

         12.3.3.  We will have not less than sixty (60) days after giving notice
                  of our election to purchase to prepare for closing; and

         12.3.4.  We are entitled to receive, and you and your owners agree to
                  make, all customary representations and warranties given by
                  the seller of the assets of a business or the capital stock of
                  an incorporated business, as applicable, including, without
                  limitation, representations and warranties as to:

                  12.3.4.1.   Ownership and condition of and title to stock or
                              other forms of ownership interest and/or assets;

                  12.3.4.2.   Liens and encumbrances relating to the stock or
                              other ownership interest and/or assets; and

                  12.3.4.3.   Validity of contracts and the liabilities,
                              contingent or otherwise, of the corporation whose
                              stock is being purchased.

12.4.    EXERCISE. If we exercise our right of first refusal, you and your
         selling owner(s) agree that, commencing on the date of the closing, you
         and they will be bound by the noncompetition covenant contained in
         Article 15.4. hereof.


13.      EXPIRATION OF THIS AGREEMENT.

13.1.    ACQUISITION OF A SUCCESSOR FRANCHISE. Upon expiration of the term of
         this Agreement, if you (and each of your owners) have substantially
         complied with this Agreement during its term, subject to the terms and
         conditions set forth in this Article 13, you will have the right to
         acquire a successor franchise to operate the BUSINESS as a NETSPACE(R)
         business on the terms and conditions of the franchise agreement we are
         then using in granting successor franchises for NETSPACE(R) businesses,
         provided you add or replace equipment and otherwise modify the BUSINESS
         as we require to bring it into compliance with specifications and
         standards then applicable for NETSPACE(R) businesses and provided you
         pay our successor franchise fee of Two Thousand Five Hundred ($2,500)
         Dollars.

13.2.    GRANT OF A SUCCESSOR FRANCHISE. You agree to give us written notice of
         your election to acquire a successor franchise during the last year of
         the term of this Agreement, but not less than eight (8) months prior to
         the date of expiration of this Agreement. We agree to give you written
         notice ("Our Notice"), not more than one hundred eighty (180) days
         after we receive your notice, of our decision, in accordance with
         Article 13.1:

         13.2.1.  To grant you a five (5) year successor franchise;

         13.2.2.  To grant you a successor franchise on the condition that
                  deficiencies of the BUSINESS or in your operation of the
                  BUSINESS, are corrected; or

         13.2.3.  Not to grant you a successor franchise based on our
                  determination that you and your owners have not substantially
                  complied with this Agreement during its term.

13.3.    OUR NOTICE. If applicable, Our Notice will:

         13.3.1.  Describe the improvements or modifications required to bring
                  the BUSINESS into compliance with then applicable
                  specifications and standards for NETSPACE(R) businesses; and

         13.3.2.  State the actions you must take to correct operating
                  deficiencies and the time period in which such deficiencies
                  must be corrected.




                                       13
<PAGE>

13.4.    NO GRANT. If we elect not to grant a successor franchise, Our Notice
         will describe the reasons for our decision. Your right to acquire a
         successor franchise is subject to your continued compliance with all of
         the terms and conditions of this Agreement through the date of its
         expiration, in addition to your compliance with the obligations
         described in Our Notice.

13.5.    90 DAY CURE. If Our Notice states that you must cure certain
         deficiencies of the BUSINESS or its operation as a condition to the
         grant of a successor franchise, we will give you written notice of a
         decision not to grant a successor franchise, based upon your failure to
         cure such deficiencies, not less than ninety (90) days prior to the
         expiration of this Agreement, provided, however, that we will not be
         required to give you such notice if we decide not to grant you a
         successor franchise due to your breach of this Agreement during the one
         hundred eighty (180) day period prior to its expiration. If we fail to
         give you:

         13.5.1.  Notice of deficiencies in the BUSINESS, or in your operation
                  of the BUSINESS, within one hundred eighty (180) days after we
                  receive your timely election to acquire a successor franchise;
                  or

         13.5.2.  Notice of our decision not to grant a successor franchise at
                  least ninety (90) days prior to the expiration of this
                  Agreement if such notice is required, we may extend the term
                  of this Agreement for such period of time as is necessary in
                  order to provide you with either reasonable time to correct
                  deficiencies or the ninety (90) day notice of our refusal to
                  grant a successor franchise required hereunder.

13.6.    AGREEMENTS/RELEASES. If you satisfy all of the other conditions to the
         grant of a successor franchise, you and your owners agree to execute
         the form of franchise agreement and any ancillary agreements we are
         then customarily using in connection with the grant of successor
         franchises for NETSPACE(R) businesses. You and your owners further
         agree to execute general releases, in form satisfactory to us, of any
         and all claims against us and our shareholders, officers, directors,
         employees, agents, successors and assigns. Failure by you or your
         owners to sign such agreements and releases and deliver them to us for
         acceptance and execution one hundred eighty (180) days after their
         delivery to you will be deemed an election not to acquire a successor
         franchise.


14.      TERMINATION OF AGREEMENT.

14.1.    BY YOU. You and your owners may not terminate this Agreement except by
         operation of law. Your termination of this Agreement for any other
         reason or without availing yourself of legal redress will be deemed a
         termination without cause.

14.2.    BY US. We have the right to terminate this Agreement, effective upon
         delivery of written notice of termination to you, if:

         14.2.1.  You (or your managing shareholder or partner) fails to
                  successfully complete initial training to our satisfaction;

         14.2.2.  You fail to begin operating the BUSINESS within sixty (60)
                  calendar days after the execution of this Agreement;

         14.2.3.  You close your office without our prior written permission;

         14.2.4.  You abandon or fail actively to operate the BUSINESS, for
                  fourteen (14) or more consecutive business days with the
                  exception of a vacation, unless the BUSINESS has been closed
                  for a purpose we have approved or because of a major and
                  significant casualty or by reason of a lawful government
                  order;

         14.2.5.  You surrender or transfer control of the operation of the
                  BUSINESS without our prior written consent;

         14.2.6   You (or any of your owners) have made any material
                  misrepresentation or omission in connection with your purchase
                  of the Franchise;




                                       14
<PAGE>

         14.2.7.  You (or any of your owners) are or have been convicted by a
                  trial court of, or plead or have pleaded no contest to, a
                  felony or any crime involving moral turpitude;

         14.2.8.  You (or any of your owners) engage in any dishonest or
                  unethical conduct which may adversely affect the reputation of
                  the BUSINESS or another NETSPACE(R) business or the goodwill
                  associated with the Marks;

         14.2.9.  YOU COLLECT MONEY FROM A CLIENT FOR A NETSPACE(R) PRODUCT OR
                  SERVICE AND THEN FAIL TO DELIVER SUCH PRODUCT OR SERVICE BY
                  CONVERTING THE PAYMENT TO YOUR OWN USE; OR YOU COLLECT "GOOD
                  FUNDS" FROM A CLIENT AND FAIL TO TRANSFER ANY PORTION OF THOSE
                  FUNDS THAT MAY BE DUE TO US BY CONVERTING THE FUNDS TO YOUR
                  OWN PERSONAL OR FRANCHISE USE.

         14.2.10. You (or any of your owners) make an unauthorized assignment of
                  this Agreement or of an ownership interest in you or the
                  BUSINESS;

         14.2.11. In the event of your death or permanent disability or the
                  death or permanent disability of the owner of a controlling
                  interest in you, this Agreement or such owner's interest in
                  you is not transferred within six (6) months of such death or
                  permanent disability;

         14.2.12. You (or any of your owners) make any unauthorized use or
                  disclosure of any Confidential Information or use, duplicate
                  or disclose any portion of the Operations Manual in violation
                  of this Agreement;

         14.2.13. You violate any health, safety or sanitation law, ordinance or
                  regulation and do not immediately begin to cure the
                  non-compliance or violation, and correct such non-compliance
                  or violation within twenty four (24) hours after written
                  notice thereof is delivered to you;

         14.2.14. You fail to make payments of any amounts due to us and do not
                  correct such failure within seven (7) days after written
                  notice of such failure is delivered to you;

         14.2.15. You fail to pay when due any federal or state income, service,
                  sales, employment related or other taxes due on the operations
                  of the BUSINESS, unless you are, in good faith, legally
                  contesting your liability for such taxes;

         14.2.16. You (or any of your owners) fail to comply with any other
                  provision of this Agreement or Methods of Operation and do not
                  correct such failure within thirty (30) days after written
                  notice of such failure to comply is delivered to you;

         14.2.17. You (or any of your owners) fail on three (3) or more separate
                  occasions within any period of twelve (12) consecutive months
                  to submit when due reports or other data, information or
                  supporting records, or to pay when due any amounts due to us
                  or otherwise to comply with this Agreement, whether or not
                  such failures to comply were corrected after written notice of
                  such failure was delivered to you; or

         14.2.18. You make an assignment for the benefit of creditors or admit
                  in writing your insolvency or inability to pay your debts
                  generally as they become due; you consent to the appointment
                  of a receiver, trustee or liquidator of all or the substantial
                  part of your property; the BUSINESS or any of its assets is
                  attached, seized, subjected to a writ or distress warrant or
                  levied upon, unless such attachment, seizure, writ, warrant or
                  levy is vacated within thirty (30) days; or any order
                  appointing a receiver, trustee or liquidator of you or the
                  BUSINESS is vacated within thirty (30) days following the
                  entry of such order.


15.      OUR AND YOUR RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION OF
         THIS AGREEMENT.

15.1.    PAYMENT OF AMOUNTS OWED TO US AND ASSIGNMENT OF CUSTOMER ACCOUNTS. You
         agree to pay us within fifteen (15) days after the effective date of
         termination, for any reason, or expiration of this Agreement, or on



                                       15
<PAGE>

         such later date that the amounts due to us are determined, such
         Royalties, amounts owed for purchases from us, interest due on any of
         the foregoing and all other amounts owed to us which are then unpaid.
         You agree to assign all of your customer accounts to us or to our
         designee within fifteen (15) days after the effective date of
         termination or expiration of this Agreement.

15.2.    MARKS. Upon the termination, for any reason, or expiration of this
         Agreement:

         15.2.1.  You may not directly or indirectly at any time or in any
                  manner (except with respect to other NETSPACE(R) businesses
                  you own and operate) identify yourself or any business as a
                  current or formeR NETSPACE(R) business, or as one of our
                  licensees or franchisees; nor use any Marks, any colorablE
                  imitation thereof or other indicia of a NETSPACE(R) business
                  in any manner or for any purpose or utilizE for any purpose
                  any trade name, trademark or service mark or other commercial
                  symbol that indicates or suggests a connection or association
                  with us;

         15.2.2.  You agree to take such action as may be required to cancel all
                  fictitious or assumed name or equivalent registrations
                  relating to your use of any Marks;

         15.2.3.  If we do not exercise our option to purchase the BUSINESS
                  pursuant to Article 15.6., you agree to deliver to us within
                  thirty (30) days after the Notification Date (as defined in
                  Article 15.6.) the Operations Manual, all signs, sign-faces,
                  sign-cabinets, marketing materials, forms, packaging and other
                  materials containing any Marks or otherwise identifying or
                  relating to a NETSPACE(R) business and allow us, without
                  liability to you or third parties, to remove all such items
                  from the BUSINESS;

         15.2.4.  If we do not exercise our option to purchase the BUSINESS
                  pursuant to Article 15.6., you agree that, after the
                  Notification Date, you will promptly and at your own expense
                  make such alterations we may specify to distinguish the
                  BUSINESS clearly from its former appearance and from other
                  NETSPACE(R) businesses so as to prevent confusion therewith by
                  the public;

         15.2.5.  If we do not exercise our option to purchase the BUSINESS
                  pursuant to Article 15.6., you agree that, after the
                  Notification Date, you will notify any Internet service
                  companies of the transfer of any Internet address you may be
                  using to us, and you will notify the telephone company and all
                  telephone directory publishers of the termination or
                  expiration of your right to use any telephone, telecopy or
                  other numbers and any regular, classified or other telephone
                  directory listings associated with any Marks, authorize the
                  transfer of such numbers and directory listings to us or at
                  our direction and/or instruct the telephone company to forward
                  all calls made to your telephone numbers to numbers we
                  specify, and pursuant to Appendix C to this Agreement, duly
                  appoint us Attorney-In-Fact to do same; and

         15.2.6.  You agree to furnish us, within thirty (30) days after the
                  Notification Date, with evidence satisfactory to us of your
                  compliance with the foregoing obligations.

15.3.    CONFIDENTIAL INFORMATION. You agree that, upon termination or
         expiration of this Agreement, you will immediately cease to use any of
         our Confidential Information in any business or otherwise and return to
         us all copies of the Operations Manual and any other confidential
         materials, including, without limitation, computer software and any
         mechanisms (electronic key) used to access the software, that we have
         allowed you to use.

15.4.    COVENANT NOT TO COMPETE.  Upon:

         15.4.1.  Our termination of this Agreement in accordance with its terms
                  and conditions, including the transfer or assignment of this
                  Agreement or any interest in the BUSINESS, or

         15.4.2.  Your termination of this Agreement without cause, or

         15.4.3.  Expiration of this Agreement (if we refuse to grant, or you
                  elect not to acquire, a successor franchise), you and your
                  owners agree that, for a period of twenty four (24) months
                  (the "Restriction Period") commencing on the effective date of
                  termination or expiration or the date on which a person
                  restricted by this Article begins to comply with this Article,



                                       16
<PAGE>

                  whichever is later, neither you nor any of your owners will
                  have any direct or indirect interest (i.e., through a spouse
                  or child) as a disclosed or beneficial owner, investor,
                  partner, director, officer, employee, consultant,
                  representative or agent or in any other capacity in any
                  Competitive Business (as defined in Article 7.2. above)
                  operating within one hundred (100) miles of your center of
                  operations or fifty (50) miles from the center of operations
                  of any other NETSPACE(R) business in operation or under
                  construction on the later of the effective date of the
                  termination or expiration or the date on which a person
                  restricted by this Article complies with this Article.

15.5.    COMMENCEMENT BY ORDER. If any person restricted by this Article refuses
         voluntarily to comply with the foregoing obligations, the Restriction
         Period will commence with the entry of an order of an arbitrator, or
         court if necessary, enforcing this provision. You and your owners
         expressly acknowledge that you possess skills and abilities of a
         general nature and have other opportunities for exploiting such skills.
         Consequently, enforcement of the covenants made in this Article will
         not deprive you of your personal goodwill or ability to earn a living.

15.6.    OUR RIGHT TO PURCHASE BUSINESS.

         15.6.1.  EXERCISE OF OPTION. Upon our termination of this Agreement in
                  accordance with its terms and conditions or your termination
                  of this Agreement without cause, we have the option,
                  exercisable by giving written notice thereof to you within
                  sixty (60) days from the date of such termination or
                  expiration, to purchase the BUSINESS from you. (The date on
                  which we notify you whether or not we are exercising our
                  option is referred to in this Agreement as the "Notification
                  Date.") We have the unrestricted right to assign this option
                  to purchase the BUSINESS. We will be entitled to all customary
                  warranties and representations in connection with our asset
                  purchase, including, without limitation, representations and
                  warranties as to ownership and condition of and title to
                  assets; liens and encumbrances on assets; validity of
                  contracts and agreements; and liabilities affecting the
                  assets, contingent or otherwise.

         15.6.2.  PURCHASE PRICE. The purchase price for the BUSINESS will be
                  its fair market value, determined in a manner consistent with
                  reasonable depreciation of the BUSINESS' equipment, signs,
                  inventory, materials and supplies, provided that the BUSINESS
                  will be valued as an independent business and its value will
                  not include any value for the Franchise or any rights granted
                  by this Agreement; the Marks; or participation in the network
                  of NETSPACE(R) businesses.

         15.6.3.  FAIR MARKET VALUE. The BUSINESS' fair market value will
                  include the reasonable goodwill you developed in the Territory
                  since your commencement of operations that exists independent
                  of the goodwill of the Marks and the System.

         15.6.4.  EXCLUSIONS. We may exclude from the assets purchased hereunder
                  cash or its equivalent and any equipment, signs, inventory,
                  materials and supplies that are not reasonably necessary (in
                  function or quality) to the BUSINESS' operation or that we
                  have not approved as meeting standards for NETSPACE(R)
                  businesses, and the purchase price will reflect such
                  exclusions.

         15.6.5.  APPRAISAL. If we and you are unable to agree on the BUSINESS'
                  fair market value, its fair market value will be determined by
                  three (3) independent appraisers who collectively will conduct
                  one (1) appraisal. We will appoint one appraiser, you will
                  appoint one appraiser and the two party appointed appraisers
                  will appoint the third appraiser. You and we agree to select
                  our respective appraisers within fifteen (15) days after the
                  date we determine that we are unable to agree on the BUSINESS'
                  fair market value, and the two appraisers so chosen are
                  obligated to appoint the third appraiser within fifteen (15)
                  days after the date on which the last of the two party
                  appointed appraisers was appointed. You and we will bear the
                  cost of our own appraisers and share equally the reasonable
                  fees and expenses of the third appraiser chosen by the two
                  party appointed appraisers. You and we will take reasonable
                  actions to cause the appraisers to complete their appraisal
                  within thirty (30) days after the third appraiser's
                  appointment.

         15.6.6.  CLOSING. The purchase price will be paid at the closing of the
                  purchase, which will take place not later than ninety (90)
                  days after determination of the purchase price. We have the
                  right to set off against the purchase price, and thereby
                  reduce the purchase price by, any and all amounts you or your
                  owners owe to us and by Gross Revenue since the date we
                  determined the purchase price.



                                       17
<PAGE>

         15.6.7.  INSTRUMENTS. At the closing, you agree to deliver instruments
                  transferring:

                  15.6.7.1.   Good and merchantable title to the assets
                              purchased, free and clear of all liens and
                              encumbrances (other than liens and security
                              interests acceptable to us), with all sales and
                              other transfer taxes paid by you; and

                  15.6.7.2.   All licenses and permits of the BUSINESS which may
                              be assigned or transferred; and

                  15.6.7.3.   Current customer and prospect lists with company
                              name, contact name, e-mail address, brick and
                              mortar address and all phone numbers.


         15.6.8.  ESCROW. If you cannot deliver clear title to all of the
                  purchased assets, or if there are other unresolved issues, the
                  closing of the sale will be accomplished through an escrow.
                  You and your owners further agree to execute general releases,
                  in form satisfactory to us, of any and all claims against us
                  and our shareholders, officers, directors, employees, agents,
                  successors and assigns.

15.7.    CONTINUING OBLIGATIONS. All of our and your (and your owners' and
         affiliates') obligations which expressly or by their nature survive the
         expiration or termination of this Agreement will 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.


16.      RELATIONSHIP OF THE PARTIES AND INDEMNIFICATION.

16.1.    INDEPENDENT CONTRACTORS. You and we understand and agree that this
         Agreement does not create a fiduciary relationship between you and us,
         that we and you are and will be independent contractors and that
         nothing in this Agreement is intended to make either you or us a
         general or special agent, joint venturer, partner or employee of the
         other for any purpose. You agree to conspicuously identify yourself in
         all dealing with customers, suppliers, public officials, BUSINESS
         personnel and others as the owner of the BUSINESS under a franchise we
         have granted and to place such notices of independent ownership on such
         forms, checks, business cards, stationery and advertising and other
         materials as we may require from time to time.

16.2.    NO LIABILITY FOR ACTS OF OTHER PARTY. You agree not to employ any of
         the Marks in signing any contract or applying for any license or
         permit, or in a manner that may result in our liability for any of your
         indebtedness or obligations, and that you will not use the Marks in any
         way we have not expressly authorized. Neither we nor you will make any
         express or implied agreements, warranties, guarantees or
         representations or incur any debt in the name or on behalf of the
         other, represent that our respective relationship is other than
         franchiser and franchisee or be obligated by or have any liability
         under any agreements or representations made by the other that are not
         expressly authorized in writing. We will not be obligated for any
         damages of any nature whatsoever to any person or property directly or
         indirectly arising out of the BUSINESS' operation or the business you
         conduct pursuant to this Agreement.

16.3.    TAXES. We will have no liability for any sales, use, service,
         occupation, employment related, excise, gross receipts, income,
         property or other taxes, whether levied upon you or the BUSINESS, in
         connection with the business you conduct (except any taxes we are
         required by law to collect from you with respect to purchases from us).
         Payment of all such taxes are your responsibility.

16.4.    INDEMNIFICATION. You agree to indemnify, exculpate, defend and hold us,
         our affiliates and our respective shareholders, directors, officers,
         employees, agents, successors and assignees (the "Indemnified Parties")
         harmless from and against and to reimburse any one or more of the
         Indemnified Parties for all claims, obligations and damages described
         in this Article, any and all taxes described in Article 16.3. and any
         and all claims and liabilities directly or indirectly arising out of
         the BUSINESS' operation or your breach of this Agreement. For purposes
         of this indemnification, "claims" includes all obligations,
         liabilities, costs, damages (actual, consequential or otherwise) and



                                       18
<PAGE>

         costs reasonably incurred in the defense of any claim against any of
         the Indemnified Parties, including, without limitation, reasonable
         accountants', arbitrators', attorneys' and expert witness fees, costs
         of investigation and proof of facts, court costs, other expenses of
         litigation, arbitration or alternative dispute resolution and travel
         and living expenses. We have the right to defend any such claim against
         us. This indemnity will continue in full force and effect subsequent to
         and notwithstanding the expiration or termination of this Agreement.

16.5.    MITIGATION NOT REQUIRED. Under no circumstances will we or any other
         Indemnified Party be required to seek recovery from any insurer or
         other third party, or otherwise to mitigate our, their or your losses
         and expenses, in order to maintain and recover fully a claim against
         you. You agree that a failure to pursue such recovery or mitigate a
         loss will in no way reduce or alter the amounts we or another
         Indemnified Party may recover from you.


17.      ENFORCEMENT.


17.1.    SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS. Except as expressly
         provided to the contrary herein, each provision of this Agreement, and
         any portion thereof, will be considered severable, and if, for any
         reason, any such provision is held to be invalid or contrary to or in
         conflict with any applicable present or future law or regulation in a
         final, unappealable ruling issued by any court, agency or tribunal with
         competent jurisdiction in a proceeding to which we are a party, that
         ruling will not impair the operation of, or have any other effect upon,
         such other portions of this Agreement as may remain otherwise
         intelligible, which will continue to be given full force and effect and
         bind the parties hereto, although any portion held to be invalid will
         be deemed not to be a part of this Agreement from the date the time for
         appeal expires, if you are a party thereto, otherwise upon your receipt
         from us of a notice of non-enforcement thereof.

17.2.    LESSER COVENANT ENFORCEABLE. If any covenant herein which restricts
         competitive activity is deemed unenforceable by virtue of its scope in
         terms of area, business activity prohibited and/or length of time, but
         would be enforceable by reducing any part or all thereof, you and we
         agree that such covenant will be enforced to the fullest extent
         permissible under the laws and public policies applied in the
         jurisdiction whose law is applicable to the validity of such covenant.

17.3.    GREATER NOTICE. If any applicable and binding law or rule of any
         jurisdiction requires a greater prior notice than is required hereunder
         of the termination of this Agreement or of our refusal to enter into a
         successor franchise agreement, or the taking of some other action not
         required hereunder, or if, under any applicable and binding law or rule
         of any jurisdiction, any provision of this Agreement or any of Methods
         of Operation is invalid or unenforceable, the prior notice and/or other
         action required by such law or rule will be substituted for the
         comparable provisions hereof, and we will have the right in our sole
         discretion to modify such invalid or unenforceable provision or
         unenforceable part of Methods of Operation to the extent required to be
         valid and enforceable. You agree 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, or any part of Methods of Operation,
         any portion or portions which a court or arbitrator may hold to be
         unenforceable in a final decision to which we are a party, or from
         reducing the scope of any promise or covenant to the extent required to
         comply with such a court order or arbitration award. Such modifications
         to this Agreement will be effective only in such jurisdiction, unless
         we elect to give them greater applicability, and will be enforced as
         originally made and entered into in all other jurisdictions.

17.4.    WAIVER OF OBLIGATIONS. We and you may by written instrument
         unilaterally waive or reduce any obligation of or restriction upon the
         other under this Agreement, effective upon delivery of written notice
         thereof to the other or such other effective date stated in the notice
         of waiver. Any waiver we grant will be without prejudice to any other
         rights we may have, will be subject to our continuing review and may be
         revoked, in our sole discretion, at any time and for any reason,
         effective upon delivery to you of ten (10) days' prior written notice.

17.5.    NON-WAIVER. We and you will not be deemed to have waived or impaired
         any right, power or option reserved by this Agreement (including
         without limitation the right to demand exact compliance with every
         term, condition and covenant herein or to declare any breach thereof to
         be a default and to terminate this Agreement prior to the expiration of



                                       19
<PAGE>

         its term) by virtue of any custom or practice at variance with the
         terms hereof; our or your failure, refusal or neglect to exercise any
         right under this Agreement or to insist upon exact compliance by the
         other with our and your obligations hereunder including without
         limitation Methods of Operation; our waiver, forbearance, delay,
         failure, or omission to exercise any right, power or option whether of
         the same, similar or different nature with respect to other NETSPACE(R)
         businesses; the existence of other franchise agreements for NETSPACE(R)
         businesses which contain different provisions from those contained
         herein; or our acceptance of any payments due from you after any breach
         of this Agreement. No special or restrictive legend or endorsement on
         any check or similar item given to us will constitute a waiver,
         compromise, settlement, or accord, and satisfaction. We are authorized
         to remove or obliterate any legend or endorsement, and such legend or
         endorsement will have no effect.

17.6.    FORCE MAJEURE. Neither we nor you will be liable for loss or damage or
         deemed to be in breach of this Agreement if our failure to perform our
         or your obligations results from:

         17.6.1.  transportation shortages, inadequate supply of equipment,
                  products, merchandise, supplies, labor, material or energy or
                  the voluntary foregoing of the right to acquire or use any of
                  the foregoing in order to accommodate or comply with the
                  orders, requests, regulations, recommendations or instructions
                  of any federal, state or municipal government or any
                  department or agency thereof;

         17.6.2.  Acts of nature;

         17.6.3   Fires, strikes, embargoes, war or riot; or

         17.6.4.  Any other similar event or cause.

17.7.    EXTEND PERFORMANCE. Any delay resulting from any of said causes will
         extend performance accordingly or excuse performance, in whole or in
         part, as may be reasonable, except that said causes will not excuse
         payments of amounts owed at the time of such occurrence or payment of
         Royalties due on any sales thereafter.

17.8.    DISCONTINUED PROGRAMS/PROMOTIONS. We are not liable to you for any loss
         or damage, or deemed to be in breach of this Agreement, if we
         discontinue any programs or promotions and they are no longer a part of
         our Methods of Operation or if we cannot deliver, or cause to be
         delivered, or if our affiliates or designated sources or approved
         suppliers cannot deliver, all of your orders for products, merchandise,
         equipment, supplies, etc., where such things are out-of-stock or
         discontinued.

17.9.    COSTS AND ATTORNEYS' FEES. If we incur expenses in connection with your
         failure to pay when due amounts owed to us, to submit when due any
         reports, information or supporting records or otherwise to comply with
         this Agreement, you agree to reimburse us for any of the costs and
         expenses which we incur, including, without limitation, reasonable
         accounting, attorneys', arbitrators' and related fees.

17.10.   YOU MAY NOT WITHHOLD PAYMENTS DUE TO US. You agree that you will not
         withhold payment of any amounts owed to us on the grounds of our
         alleged nonperformance of any of our obligations hereunder. You agree
         that all such claims will, if not otherwise resolved by us, be
         submitted to arbitration as provided in Article 17.12.

17.11.   RIGHTS OF PARTIES ARE CUMULATIVE. Our and your rights hereunder are
         cumulative, and no exercise or enforcement by us or you of any right or
         remedy hereunder will preclude our or your exercise or enforcement of
         any other right or remedy hereunder which we or you are entitled by law
         to enforce.

17.12.   ARBITRATION. Except for money you owe us, our affiliates, designated
         sources or approved suppliers and except for controversies, disputes or
         claims related to or based on your use of the Marks after the
         expiration or termination of this Agreement, all controversies,
         disputes or claims between us and our shareholders, officers,
         directors, agents and employees and you (your owners, guarantors,
         affiliates and employees, if applicable) arising out of or related to:

         17.12.1. This Agreement or any other agreement between you and us or
                  any provision of any such agreement; our relationship with
                  you; the validity of this Agreement or any other agreement
                  between you and us or any provisions of any such agreement; or
                  any part of Methods of Operation relating to the establishment
                  or operation of the BUSINESS, will be submitted for



                                       20
<PAGE>

                  arbitration to the office of the American Arbitration
                  Association that is nearest to our principal business address
                  on demand of either party. Such arbitration proceedings will
                  be conducted in such office, except as otherwise provided in
                  this agreement, and will be heard by one arbitrator in
                  accordance with the then current commercial arbitration rules
                  of the American Arbitration Association. All matters relating
                  to arbitration will be governed by the Federal Arbitration Act
                  (9 U.S.C.ss.ss.1 ET. SEQ.) and not by any state arbitration
                  law.

         17.12.2. The arbitrator will have the right to award or include in his
                  award any relief which he deems proper in the circumstances,
                  including, without limitation, money damages (with interest on
                  unpaid amounts from the date due), specific performance,
                  injunctive relief and attorney's fees and costs, provided that
                  the arbitrator will not have the right to declare any Marks
                  generic or otherwise invalid or, except as otherwise provided
                  in Article 17.15., to award exemplary or punitive damages. The
                  award and decision of the arbitrator will be conclusive and
                  binding upon all parties hereto, and judgment upon the award
                  may be entered in any court of competent jurisdiction.

         17.12.3. We and you agree to be bound by the provisions of any
                  limitation on the period of time in which claims must be
                  brought under applicable law or this Agreement, whichever
                  expires earlier. We and you further agree that, in connection
                  with any such arbitration proceeding, each must submit or file
                  any claim which would constitute a compulsory counterclaim (as
                  defined by Rule 13 of the Federal Rules of Procedure) within
                  the same proceeding as the claim to which it relates. Any such
                  claim which is not submitted or filed as described above will
                  be forever barred.

         17.12.4. We and you agree that arbitration will be conducted on an
                  individual, not class- wide, basis, and that an arbitration
                  proceeding between us and our shareholders, officers,
                  directors, agents and employees and you (and/or your owners,
                  guarantors, affiliates and employees, if applicable) may not
                  be consolidated with any other arbitration proceeding between
                  us and any other person, corporation or partnership.

         17.12.5. Notwithstanding anything to the contrary contained in this
                  Article, we and you each have the right in a proper case to
                  obtain temporary restraining orders and temporary or
                  preliminary injunctive relief from a court of competent
                  jurisdiction; provided, however, that we and you must
                  contemporaneously submit our dispute for arbitration on the
                  merits as provided herein.

         17.12.6. The provisions of this Article are intended to benefit and
                  bind certain of your third party non-signatories and will
                  continue in full force and effect subsequent to and
                  notwithstanding the expiration or termination of this
                  Agreement. The provisions of this Article 17.12. will in no
                  cases apply to our parent company(ies), subsidiary
                  company(ies), or affiliated company(ies).

17.13.   GOVERNING LAW. All matters relating to arbitration will be governed by
         the FEDERAL ARBITRATION ACT (9 U.S.C. MM 1 ET. SEQ.). Except
         to the extent governed by the Federal Arbitration Act as required
         hereby, the UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C.
         MM 1051 ET. SEQ.) or other federal law, this Agreement, the
         franchise and all claims arising from the relationship between us and
         you will be governed by the laws of Florida, without regard to its
         conflict of laws principles, except that any law regulating the sale of
         franchises or governing the relationship of a franchisor and its
         franchisee will not apply unless jurisdictional requirements are met
         independently without reference to this Article.

17.14.   CONSENT TO JURISDICTION. Subject to Article 17.12. hereof, you and your
         owners agree that we may institute any action against you or your
         owners in any state or federal court of general jurisdiction in Miami,
         Dade County, Florida, and you (and each owner) irrevocably submit to
         the jurisdiction of such courts and waive any objection you (or her or
         she) may have to either the jurisdiction of or venue in such courts.




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<PAGE>
17.15.   WAIVER OF PUNITIVE DAMAGES AND JURY TRIAL. Except with respect to your
         obligation to indemnify us pursuant to Article 16.4. and 16.5. hereof
         and claims we bring against you for your unauthorized use of the Marks
         or unauthorized use or disclosure of any Confidential Information, we
         and you and your respective owners waive to the fullest extent
         permitted by law any right to or claim for any punitive or exemplary
         damages against the other and agree that, in the event of a dispute
         between us, the party making a claim will be limited to equitable
         relief and to recovery of any actual damages it sustains. We and you
         irrevocably waive trial by jury in any action, proceeding or
         counterclaim, whether at law or in equity, brought by either of us.

17.16.   BINDING EFFECT. This agreement is binding upon us and you and our
         respective executors, administrators, heirs, beneficiaries, assigns and
         successors in interest and may not be modified except by written
         agreement signed by you and us.

17.17.   LIMITATIONS OF CLAIMS. Except for claims arising from your nonpayment
         or underpayment of amounts you owe us pursuant to this Agreement, any
         and all claims arising out of or relating to this Agreement or our
         relationship with you will be barred unless a judicial or arbitration
         proceeding is commenced within one (1) year from the date on which the
         party asserting such claim knew or should have known of the facts
         giving rise to such claims.

17.18.   CONSTRUCTION. The preambles and appendices are a part of this Agreement
         which, together with the Operations Manual and our other written
         policies, constitutes our and your entire agreement except as provided
         below, and there are no other oral or written understandings or
         agreements between us and you relating to the subject matter of this
         Agreement, except that you acknowledge that we justifiably have relied
         on your representations made prior to the execution of this Agreement
         as set forth in Article 1 hereof. Except as contemplated by the
         arbitration provisions of Article 17.2. hereof, nothing in this
         Agreement is intended, nor is deemed, to confer any rights or remedies
         upon any person or legal entity not a party hereto.

17.19.   WITHHOLD APPROVAL. Except where this Agreement expressly obligates us
         reasonably to approve or not unreasonably to withhold our approval of
         any of your actions or requests, we have the absolute right to refuse
         any request you make or to withhold our approval of any of your
         proposed or effected actions that require our approval.

17.20.   HEADINGS. The headings of the several Articles hereof are for
         convenience only and do not define, limit or construe the contents of
         such Articles.

17.21.   WE, US, OUR. Unless expressed to the contrary, references in this
         Agreement to "we," "us" and "our," with respect to all of our rights
         and all of your obligations to us under this Agreement, will be deemed
         to include any of our affiliates with whom you deal. The term
         "affiliate," as used herein with respect to you or us, means any person
         or entity directly or indirectly owned or controlled by, under common
         control with or owning or controlling you or us. For purposes of this
         definition, "control" means the power to direct or cause the direction
         of management and policies.

17.22.   JOINT AND SEVERAL OWNERS' LIABILITY. If two or more persons are at any
         time the owner of the BUSINESS hereunder, whether as partners or joint
         venturers, their obligations and liabilities to us will be joint and
         several. References to "owner" mean any person holding a direct or
         indirect, legal or beneficial ownership interest or voting rights in
         you (or a transferee of this Agreement and the BUSINESS or an interest
         in you) including without limitation, any person who has a direct or
         indirect interest in you (or a transferee), this Agreement, the
         Franchise or the BUSINESS and any person who has any other legal or
         equitable interest, or the power to vest in himself any legal or
         equitable interest, in the revenue, profits, rights or assets thereof.
         References to a "controlling interest" in you mean five (5%) percent or
         more of your voting shares or other voting rights if you are a
         corporation or partnership. "Person" means any natural person,
         corporation, general or limited partnership, unincorporated
         association, cooperative or other legal or functional entity.

17.23.   "BUSINESS". The term "BUSINESS" as used herein includes all of the
         assets of the NETSPACE(R) business you operate pursuant to this
         Agreement, including its revenue and income.

17.24.   MULTIPLE COPIES. This Agreement may be executed in multiple copies,
         each of which will be deemed an original.


                                       22
<PAGE>
17.25.   "CORPORATION OR PARTNERSHIP". The term "corporation or partnership" as
         used herein to describe your business entity shall, if applicable,
         include reference to your formation as a limited liability company,
         limited liability partnership, or any other type of limited liability
         entity.

18.      NOTICES AND PAYMENTS.

18.1.    NOTICES. All written notices and reports permitted or required to be
         delivered by the provisions of this Agreement or the Operations Manual
         will be deemed so delivered:

         18.1.1.  At the time delivered by hand;

         18.1.2.  One (1) business day after transmission by telecopy, facsimile
                  or other electronic system;

         18.1.3.  One (1) business day after being placed in the hands of a
                  commercial courier service for next business day delivery; or

         18.1.4.  Three (3) business days after placement in the United States
                  Mail by Registered or Certified Mail, Return Receipt
                  Requested, postage prepaid; and must be addressed to the party
                  to be notified at its most current principal business address
                  of which the notifying party has been notified. Any required
                  payment or report which we do not actually receive during
                  regular business hours on the date due (or postmarked by
                  postal authorities at least two (2) days prior thereto) will
                  be deemed delinquent.

18.2.    PAYMENTS. All payments required to be delivered by the provisions of
         this Agreement or the Operations Manual will be deemed so delivered as
         provided in Article 18.1. above and will be deemed delivered by
         bank-wire transfer upon telephone or electronic confirmation with the
         receiving bank.

                  [THE SPACE BELOW IS LEFT BLANK BY INTENTION]



                                       23
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date stated on the first page hereof.

NETFRAN DEVELOPMENT CORP.

By: ________________________________________________

Name Printed: Elliot Krasnow

Title: President

Dated: ______________________________________________


EACH OF THE UNDERSIGNED PARTIES WARRANTS AND REPRESENTS THAT HE/SHE HAS NOT
RELIED UPON ANY GUARANTEES CONCERNING REVENUE, PROFIT OR THE SUCCESS OF THIS
FRANCHISE IN SO SIGNING.


[OWNER CORPORATION OR PARTNERSHIP]

By: ____________________________________________________

Name Printed: __________________________________________

Title: _________________________________________________

Dated: _________________________________________________


AS INDIVIDUALS:

________________________________________________________

Name Printed: __________________________________________

Dated: _________________________________________________


________________________________________________________

Name Printed: __________________________________________

Dated: _________________________________________________


________________________________________________________

Name Printed: __________________________________________

Dated: _________________________________________________



                                       24
<PAGE>


                                  APPENDIX "A"

                           TO THE FRANCHISE AGREEMENT
                        BETWEEN NETFRAN DEVELOPMENT CORP.
                                       AND


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


                             DATED __________, 200__


             Effective Date: This Appendix A is current and complete
                           as of _____________, 200__



19.      FORM OF OWNER.

19.1.    PROPRIETORSHIP.  Your owner(s) (is/are) as follows:

         ______________________________________________________________________

19.2.    CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY (LLC). You were
         incorporated or formed on ___________ , 200___, under the laws of the
         State of ______________. You have not conducted business under any name
         other than your corporate, LLC, or partnership name and . The following
         is a list of your directors, if applicable, and officers, members,
         managers, or partners as of the effective date shown above:

NAME OF EACH DIRECTOR/OFFICER/MANAGER                 POSITION(S) HELD
-------------------------------------                 ----------------


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

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

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

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



19.3.    OWNERS. The following list includes the full name and mailing address
         of each person who is one of your owners (as defined in the Franchise
         Agreement) and fully describe the nature of each owner's interest.

OWNER'S NAME AND ADDRESS              DESCRIPTION OF INTEREST (Must total 100%)

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

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

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

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




         IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS APPENDIX "A"
TO THE FRANCHISE AGREEMENT ON THE DATE(S) SET FORTH BELOW.


                                       25
<PAGE>

NETFRAN DEVELOPMENT CORP.


By: __________________________________________

Name Printed: Elliot Krasnow

Title: President

[OWNER CORPORATION OR PARTNERSHIP]

By: __________________________________________

Name Printed: ________________________________

Title: _______________________________________

Dated: _______________________________________

AS INDIVIDUALS:

______________________________________________

Name Printed: ________________________________

Dated: _______________________________________


______________________________________________

Name Printed: ________________________________

Dated: _______________________________________




                                       26
<PAGE>


                                  APPENDIX "B"

                           TO THE FRANCHISE AGREEMENT
                        BETWEEN NETFRAN DEVELOPMENT CORP.
                                       AND


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


                             DATED __________, 200__



20.      GUARANTY AND ASSUMPTION OF OBLIGATIONS.

20.1.    PARTIES. THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this
         _________ day of___________________________________________,  200___,
         by__________________________________________________________________.

20.2.    PARTIES. In consideration of, and as an inducement to, the execution of
         the Franchise Agreement dated ____________________________between you
         and us (the "Agreement") by NETFRAN DEVELOPMENT CORP. ("us" "we" or
         "our"), each of the undersigned hereby personally and unconditionally:

         20.2.1.  Guarantees to us and our successors and assigns, for the term
                  of the Agreement and thereafter as provided in the Agreement,
                  that, ___________________________ ("owner") will punctually
                  pay and perform and satisfy each and every obligation,
                  undertaking, agreement and covenant of Franchisee set forth in
                  the Agreement; and

         20.2.2.  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.

20.3.    CONSENT AND AGREEMENT. Each of the undersigned consents and agrees
         that:

         20.3.1.  His direct and immediate liability under this guaranty will be
                  joint and several;

         20.3.2.  He will render any payment or performance required under the
                  Agreement upon demand if owner fails or refuses, for any
                  reason, punctually to do so;

         20.3.3.  Such liability will not be contingent or conditional upon our
                  pursuit of any remedies against owner or any other person; and

         20.3.4.  Such liability will not be diminished, relieved or otherwise
                  affected by any extension of time, credit or other indulgence
                  which may from time to time grant to Franchisee or to any
                  other person, including, without limitation, the acceptance of
                  any partial payment or performance or 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 and thereafter.

20.4.    WAIVERS. Each of the undersigned waives all rights to payments and
         claims for reimbursement or subrogation which any of the undersigned
         may have against owner 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 signature
on the same day and year as the Agreement was executed.

                                       27
<PAGE>

GUARANTOR(S)

__________________________________________________________

Name Printed: ____________________________________________

__________________________________________________________

Name Printed: ____________________________________________

__________________________________________________________

Name Printed: ____________________________________________

__________________________________________________________

Name Printed: ____________________________________________

__________________________________________________________

Name Printed: ____________________________________________

__________________________________________________________

Name Printed: ____________________________________________



                                       28
<PAGE>


                                   APPENDIX C

                           TO THE FRANCHISE AGREEMENT
                        BETWEEN NETFRAN DEVELOPMENT CORP.
                                       AND


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


                          DATED ______________, 200___


         COMMUNICATIONS ASSIGNMENT.

         The undersigned ("Franchisee"), hereby nominates NETFRAN DEVELOPMENT
CORP., as Attorney-In-Fact to transfer all of Franchisee's right, title, and
interest in all telephone numbers, facsimile numbers, domain names and e-mail
addresses to NETFRAN DEVELOPMENT CORP..

         This nomination is effective where Franchisee is in default of the
Franchise Agreement to which this Communications Assignment is attached and
Franchisee has failed to cure such defaults under the terms of the Franchise
Agreement or where the Franchise Agreement, to which this Communications
Assignment is attached has either expired or been transferred.


Franchisee:

By:___________________________________________________________

Title:________________________________________________________

Dated:________________________________________________________


As Individuals:

______________________________________________________________

Date:_________________________________________________________

______________________________________________________________

Date:_________________________________________________________

______________________________________________________________

Date:_________________________________________________________




                                       29