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                                                                    EXHIBIT 10.3
                                                CONFIDENTIAL TREATMENT REQUESTED


                              VIRTUAL ISP AGREEMENT


         This Agreement is entered into as of this 8th day of December, 1998
(the "Effective Date"), by and between INTEREACH INTERNET SERVICES, LLC, a
Georgia limited liability company ("InteReach") with its principal place of
business at 3850 Holcomb Bridge Road, Suite 420, Norcross, Georgia 30092, and
MAXXIS GROUP, INC., a Georgia corporation ("Partner") with its principal place
of business at 1901 Montreal Road, Suite 108, Tucker, Georgia 30084.

         WHEREAS, InteReach is a national Internet service provider ("ISP"),
providing dial-up Internet access and other Internet services; and

         WHEREAS, InteReach provides certain Internet services as defined in the
attached Schedule A (hereinafter referred to as "Services") on a nonexclusive
basis at wholesale or discounted prices; and

         WHEREAS, Partner desires to contract with InteReach for certain
Internet services, according to the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the above premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, both parties agree as follows:

I.       TERM OF AGREEMENT

         The initial term (the "Initial Term") of this Agreement shall begin on
the Effective Date and continue until June 30, 2001. The Initial Term shall
automatically renew for consecutive one year terms, unless terminated as set
forth herein.

II.      DUTIES OF PARTNER

         A.       Efforts. Partner shall utilize commercially reasonable efforts
                  to recruit and obtain dial-up accounts for the Internet
                  services provided hereunder ("Partner Accounts").

         B.       Professionalism. Partner shall at all times act in a
                  professional manner, utilizing reasonable standards of conduct
                  for the industry.

         C.       Starter Kits. Partner shall have the right to provide to
                  Partner Accounts any starter kits solely as determined in
                  Partner's discretion.

III.     DUTIES OF INTEREACH:  SERVICES

         A.       InteReach agrees to provide Partner with the Services outlined
                  in Schedule A for resale to the Partner Accounts. The Services
                  shall be branded as services of



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                  Partner, and Partner shall have complete discretion as to the
                  prices to be charged to Partner Accounts therefor. Partner
                  shall be responsible for the billing of Partner Accounts for
                  the Services including the establishment invoicing and
                  collection of all charges to Partner Accounts, provided
                  however, that, during the period from the date first set forth
                  above until such time as Partner provides to InteReach notice
                  to the contrary, InteReach will be responsible for: (i)
                  preparing and delivering invoices to all Partner Accounts
                  which invoices will be branded with the Partner's name and
                  logo only and will direct that remittance of payment be made
                  to InteReach, if the Partner Account is making payment by a
                  credit card transaction ("Credit Card Accounts"), or to
                  Partner, if the Partner Account is making payment in any other
                  form; and (ii) collection of all charges to Credit Card
                  Accounts.

                  Upon notice from Partner to InteReach of Partner's desire to
                  undertake such billing responsibilities ("Billing Notice
                  Date") InteReach will: (i) transfer such responsibilities to
                  Partner; (ii) assist in the transition of such
                  responsibilities in any reasonable manner as requested by
                  Partner; and (iii) reduce the Unlimited Internet Access fee
                  (as set forth on Schedule A) by an amount equal to that
                  portion of the cost associated with each Partner Account
                  allocable to such responsibilities or as agreed upon by the
                  parties. InteReach will use its best efforts to provide the
                  Services upon the date hereof. InteReach reserves the right to
                  reconfigure the Services, upon a minimum of 30 days' written
                  notice to Partner, provided the reconfiguration furnishes
                  functionally equivalent or better Services at no additional
                  cost to Partner.

         B.       During the term of this Agreement, Partner may increase the
                  number of Services, in accordance with InteReach's then
                  current price schedule and prevailing commercial practices, by
                  giving InteReach advance written request for increased
                  services.

         C.       InteReach will take reasonable efforts to minimize any
                  downtime or loss of Services.

         D.       Notwithstanding anything to the contrary herein, InteReach
                  agrees that all accounts obtained due to the efforts of
                  Partner shall be and remain the property of Partner and that
                  Partner may move any such Partner Accounts to its own or
                  another system at any time it wishes. InteReach agrees to
                  provide all reasonable assistance to Partner to effectuate any
                  transfer of the Partner Accounts.

IV.      PRICING AND PAYMENT

         A.       All Partner Accounts will be billed directly each month by
                  Partner, except as provided in Section III (A).

         B.       Partner shall calculate the remittance due to InteReach with
                  regard to the Partner Accounts and remit the amounts
                  prescribed under this Agreement to InteReach no



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                  later than the last day of each month for the previous month's
                  billable activities, together with a report of all account
                  activity for said previous month, provided that, with regard
                  to invoices delivered to Credit Card Accounts prior to the
                  Billing Notice Date, InteReach shall retain the fee due to
                  InteReach applicable thereto and will remit to Partner all
                  remaining amounts no later than the last day of each month for
                  the previous month's billable activities, together with a
                  report of all account activity for said previous month.

V.       DEFAULT STARTING PAGE

         A.       The starting default page (the "Default Page") will be set in
                  the browser by the Partner for each of Partner's subscribers.
                  The Default Page may be hosted on the InteReach server if the
                  Partner so desires, but the Partner reserves the right to host
                  the Default Page on any server the Purchaser wishes.

         B.       Partner shall be solely responsible for all content of the
                  Default Page. Partner agrees to indemnify and hold harmless
                  InteReach against any claim asserted against InteReach
                  (including reasonable attorney's fees) as a result of
                  Partner's inclusion of any material contained in the Default
                  Page, provided that, upon the receipt of notice of such claim
                  by InteReach, InteReach shall promptly give written notice of
                  such claim to Partner and provided further that Partner shall
                  have control of the defense of any such claim and the
                  negotiations for its settlement or compromise.

VI.      TERM AND TERMINATION

         A.       Subsequent to the Initial Term, either party may terminate
                  this Agreement provided that the terminating party provides
                  the other party with 90 days prior notice of such termination.

         B.       Either party may terminate this Agreement if the other party
                  commits a material breach of any term of this Agreement which
                  is not remedied within 30 days after delivery of written
                  notice of such breach by the non-breaching party.

         C.       Upon termination of this Agreement: (i) all rights and
                  licenses of either party hereunder shall immediately
                  terminate; and (ii) both parties shall return any confidential
                  information, and all copies thereof, in their possession,
                  custody and control and will cease all uses of any trade
                  names, trademarks, service marks, logos and other
                  designations.

VII.     TRANSFERABILITY

         InteReach shall not assign any right or interest under this Agreement
or delegate any work or other obligation to be performed or owned by InteReach
under this Agreement without the prior written consent of Partner, which consent
shall not be unreasonably withheld. Any



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attempted assignment or delegation in contravention of the above provision shall
be void and ineffective.

VIII.    OWNERSHIP OF VISP PROGRAM SUBSCRIBERS

         All Partner Accounts acquired pursuant to this Agreement are the
property of Partner.


IX.      MARKETING OF ANCILLARY SERVICE AND GOODS

         Partner shall have the exclusive right to control which parties
(including InteReach) may market ancillary products and services to Partner
Accounts.

X.       LIMITATION OF LIABILITY

         A.       Services. InteReach will make every reasonable effort to have
                  the Services available 24 hours a day, 7 days a week ("24/7").
                  However, InteReach cannot and does not guarantee such
                  Services. Furthermore, InteReach's sole liability to Partner
                  or any third party for claims, not withstanding the form of
                  such claims (contract, negligence or otherwise), arising out
                  of (1) the unavailability of the InteReach system; or (2) the
                  interruption in or delay of Service provided or to be provided
                  by InteReach shall be for InteReach to use its best efforts to
                  make the InteReach system available and/or to resume the
                  Services as promptly as reasonably practical; provided,
                  however, that no provision of this paragraph shall be
                  construed as an indemnification by Partner of any potential
                  claims of third parties for which InteReach may ultimately be
                  held responsible.

         B.       Other than as set forth herein, InteReach makes no warranties,
                  express or implied, of any kind regarding the InteReach
                  Services provided hereunder, including any implied warranty of
                  merchantability of fitness for a particular purpose, all of
                  which are expressly disclaimed.

         C.       InteReach shall not be responsible for any damage to Partner
                  or Partner Accounts as a result of any interruption,
                  termination or other failure of InteReach Services, including
                  loss of data, unless caused by InteReach's own negligence or
                  willful misconduct. Use of any information obtained via
                  InteReach Services is at Partner's and Partner Accounts' own
                  risk. InteReach specifically disclaims responsibility for the
                  accuracy or quality of the information obtained through
                  InteReach Services. Partner further agrees that InteReach
                  shall not be liable for any special, incidental, indirect,
                  punitive or consequential damages or for lost profits,
                  business or revenues arising out of or in connection with this
                  Agreement or the services provided hereunder, whether suffered
                  by Partner, any of Partner Accounts or any party claiming
                  rights derived therefrom, even if InteReach shall have been
                  advised in advance of the possibility of such potential loss
                  or damage. In no event shall InteReach's aggregate liability
                  to Partner with respect to any Partner Account



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                  exceed the amount of all fees and charges actually paid by
                  Partner or charged to a Partner Account in respect thereof for
                  the one-month period immediately prior to InteReach's actions
                  giving rise to such damages; provided, however, that no
                  provision of this paragraph shall be construed as an
                  indemnification by Partner of any potential claims of third
                  parties for which InteReach may ultimately be held
                  responsible.

         D.       Neither party shall be liable for delays or failure to deliver
                  or perform due to acts of God, acts of the other party, acts
                  of civil or military authorities, fires, strikes, floods or
                  other similar events beyond its control.

         E.       The provisions of this Section X shall continue in full force
                  and effect notwithstanding an effective termination of this
                  Agreement.

XI.      CONFIDENTIALITY OBLIGATIONS

         A.       Each party hereunder may disclose to the other party certain
                  Trade Secrets and Confidential Information (as defined below).
                  For purposes hereof "Owner" refers to the party disclosing
                  Trade Secrets or Confidential Information hereunder and
                  "Recipient" refers to the party receiving any Trade Secrets or
                  Confidential Information hereunder. Recipient agrees to hold
                  the Trade Secrets and Confidential Information of Owner in
                  strictest confidence and not to directly or indirectly copy,
                  reproduce, distribute, manufacture, duplicate, reveal, report,
                  publish, disclose, cause to be disclosed, or otherwise
                  transfer the Trade Secrets or Confidential Information of
                  Owner to any third party or utilize the Trade Secrets or
                  Confidential Information of Owner for any purpose whatsoever
                  other than as expressly contemplated by this Agreement. With
                  regard to Trade Secrets, this obligation shall continue for so
                  long as such information constitutes a Trade Secret under
                  applicable law; with regard to the Confidential Information
                  this obligation shall continue for the term of this Agreement
                  and for a period of five (5) years thereafter.

         B.       For purposes hereof "Trade Secrets" means information which:
                  (a) derives economic value, actual or potential, from not
                  being generally known to, and not being readily ascertainable
                  by proper means by, other persons who can obtain economic
                  value from its disclosure or use; and (b) is the subject of
                  efforts that are reasonable under the circumstances to
                  maintain its secrecy. For purposes hereof "Confidential
                  Information" means information, other than Trade Secrets, that
                  is of value to its owner and is treated as confidential. To
                  the extent consistent with the foregoing, customer lists shall
                  constitute Trade Secrets or Confidential Information as
                  appropriate.


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XII.     MISCELLANEOUS

         A.       Confidentiality. Both parties agree not to disclose the terms
                  of this Agreement, including fees and charges set forth
                  herein, unless required by applicable law.

         B.       Survival of Obligations. The respective obligations of Partner
                  and InteReach under this Agreement, which by their nature
                  would continue beyond the termination, cancellation, or
                  expiration hereof, shall survive termination, cancellation, or
                  expiration hereof.

         C.       Severability. If any of the provisions of the Agreement shall
                  be invalid or unenforceable, such invalidity or
                  unenforceability shall not invalidate or render unenforceable
                  the entire Agreement, but rather the entire Agreement shall be
                  construed as if not containing the particular invalid of
                  unenforceable provision or provisions, and the rights and
                  obligations of each party shall be construed and enforced
                  accordingly. However, in the event such provision is
                  considered an essential element of this Agreement, the parties
                  shall promptly negotiate a replacement thereof.

         D.       Nonwaiver. No course of dealing, course of performance or
                  failure of either party to strictly enforce any term, right or
                  condition of this Agreement shall be construed as a waiver of
                  any term, right or condition.

         E.       Choice of Law. The construction, interpretation and
                  performance of this Agreement shall be governed by the laws of
                  the State of Georgia, without regard to its conflict of law
                  principles.

         F.       Entire Agreement. The terms and conditions contained in this
                  Agreement supersede all prior oral or written understandings
                  between the parties and shall constitute the entire agreement
                  between them concerning the subject matter of this Agreement
                  and shall not be contradicted, explained or supplemented by
                  any course of dealing between InteReach or any of its
                  affiliates and Partner or any of its affiliates.

XIII.    ASSISTANCE WITH NETWORKTWO CONTRACT NEGOTIATION

         InteReach agrees to use its best efforts to assist Partner in the
negotiation of an agreement with NetworkTwo Communications Group, Inc.
("NetworkTwo") with respect to the provision of Services to Partner by
NetworkTwo. Such assistance by InteReach may include, without limitation,
introducing Partner to persons at NetworkTwo with whom InteReach has had prior
contact. Both parties acknowledge and expect that any such agreement between
NetworkTwo and Partner would be on substantially the same terms as the current
agreement dated as of July 10, 1998 with respect to the purchase and provision
of Services between InteReach and NetworkTwo.

                                 *  *  *  *  *


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on behalf of each by a person with full power and authority to bind
such party.


INTEREACH                                    PARTNER

InteReach Internet Services, LLC             Maxxis Group, Inc.


By:    /s/  Martin Richardson                By:    /s/  Thomas O. Cordy
   ---------------------------------            --------------------------------
       Name:  Martin Richardson                     Name:  Thomas O. Cordy
       Title:    Executive Director                 Title:    President and CEO





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                                   SCHEDULE A

                                    SERVICES


1.       INITIAL PROGRAMMING & SET-UP

         Customization of the VIRTUAL ISP Program by:

         A.       Programming the Partner's subscriber Starter Dial-Up Kits to
                  automatically log on to a screen customized with Partner's
                  brand name and logo, each time the subscriber logs on to the
                  Internet.

         B.       Programming the on-line registration server to automatically
                  update Partner via e-mail with newly registered subscribers.


2.       UNLIMITED INTERNET ACCESS*:

         This includes dial-up access through the cities listed in the InteReach
         Pop List, one e-mail account, newsgroups, all technical support,
         customer service and automated billing.

         Monthly Retail Price to Subscriber:         To be determined by Partner

         Monthly Wholesale Price for Partner:

 -------------------------------------- -------------------------------------
         Number of Subscribers at              Access Rate Charged for All
             end of month                             Subscribers**
 -------------------------------------- -------------------------------------
                 1 -  25,000                           $***
 -------------------------------------- -------------------------------------
            25,000 -  75,000                           $***
 -------------------------------------- -------------------------------------
            75,001 - 150,000                           $***
 -------------------------------------- -------------------------------------
           150,001 - 200,000                           $***
 -------------------------------------- -------------------------------------
           200,001 -                                   $***
 -------------------------------------- -------------------------------------

         *Unlimited Access means that a subscriber may connect to the network as
often as he or she likes, for a total of 150 hours per month. Any hours used at
over 150 hours per month are billed at $1.00 per hour.

         **This per subscriber per month fee shall be reduced by $1.00 for each
Partner Account that is deemed uncollectible by Partner for any particular
month.

-----------------------------
*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.


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3.       WEB HOSTING SERVICES

         InteReach provides the following Web Hosting Services at no additional
         charge:

                  2mb of storage space
                  FTP access


4.       ANCILLARY SERVICES

         Partner may offer enhanced or ancillary Web-based services on terms and
         conditions agreed upon by the parties.


5.       STATEMENTS OF WORK - NETWORK

         The InteReach dialup network provides the following:

                - 300 dialup locations throughout the United States and Canada
                - Notwithstanding anything to the contrary in this Agreement,
                  InteReach will provide 90% guaranteed system uptime
                - 24/7 system monitoring to detect system problems and to insure
                  system performance
                - 33.6k connect speeds in 90% of the system Points of Presence
                  (PoP)
                - 56k V.90 connect speeds in 75% of the system Points of
                  Presence (PoP) within 90 days of execution of this contract


6.       STATEMENT OF WORK - CALL CENTER

         A.       Customer Support

                  The InteReach customer support center provides the following:

                  -  24/7 Availability
                  -  Perform Initial PD/PSI (Problem Determination/Problem
                     Source Indemnification):
                       -  Search Database(s) for rediscovery/similar problems
                       -  Use knowledge and tools to answer usage questions


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                  -  Work Questions to Point of Resolution
                       -  Provide how-to information to customer
                       -  Provide solution/resolution to customer
                       -  Re-route misdirected customer calls

                  -  Transfer to Appropriate Escalation Team if Necessary
                       -  Gather pertinent information for follow-up before
                          transfer
                       -  Assist customer with setting proper priority/severity
                          of problem
                       -  Perform problem management function

                  -  Recording/Documenting
                       -  Document problem in escalation record
                       -  Utilize help desk tools and resources

B.       Acceptance Criteria

         InteReach agrees to provide the following Service Level
         Agreement (SLA) targets for Live Operator Support Services:

<TABLE>
<CAPTION>
         Service Delivery                               Transition Metric        Steady State Metric
         ----------------                               -----------------        -------------------
         <S>                                            <C>                      <C>
         Call Logging                                            100%                        100%
         Live Answer                                              60%                         90%
         First Call Resolution                                    70%                         90%
         Call Abandonment Rate                                     8%                          5%
         Average Answer Delay                                   < 45"                       < 30"
</TABLE>

C.       Order Desk

         The InteReach customer support center provides the following:

         -        Toll free order number
         -        Capture of customer's information
         -        Capture and assignment of proper "offer code"
         -        24/7 Availability


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