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SYNDICATION NET Inc.
The Hartke Building
7637 Leesburg Pike
Falls Church Virginia 22043

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SERVICES and CONSULTING AGREEMENT

This Agreement is made and entered into this 19th, day of September 2000,
between Syndication Net Inc., a Delaware corporation having offices located at
the Hartke Building, 7637 Leesburg Pike, Falls Church Virginia, 22043, ( the
"consultant"), and Tri-State Metro Territories Inc. a Delaware corporation in
the business of selling franchised hair coloring salon units on behalf of the
franchiser " HAIRCOLORXPRESS", (HCX), in the District of Columbia, Virginia,
Maryland, and Delaware. The term of the agreement is 20 years with up to four
(4), five (5) year extensions. The territory contains an estimated population of
12,300,000 and based on a one unit per 30,000 in population ratio the
development criteria schedule calls for an estimated 410 developable units, (the
"company").

WHEREAS, the consultant desires to coordinate and provide for the Company, among
other services, the Articles of Incorporation for the Secretary of State of
Delaware, Preparation of the PPM, Business Plans, financial proformas, legal and
negotiating services for the filing of the Uniform Offering Circulars and
Disclosure Documents for FTC requirements and Master Development Agreements,
(MDA's), sales, market syndication, other legal, accounting, E-Commerce and
capital resource provisions, (the "services").

WHEREAS, the company desires to engage the consultant to perform the services.

NOW THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

It is agreed, that Syndication Net will receive as compensation for said
services, billing rates between $150.00 to $250.00 per hour as well as flat fee
cost for the production of certain documents. Other billing arrangement may be
negotiated on a per project basis as requested. Fees will be due as services are
provided. The Company agrees to pay in advance $50,000.00 dollars as an initial
retainer.

It is agreed, that the company will disclose all contract agreements, in their
entirety, executed with any Syndication Net sources and provide statements of
authority allowing Syndication to discuss freely all arrangements, commitments,
and intents of any such Syndication sources as they relate to company's actions,
unless otherwise agreed to by Syndication Net.


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It is agreed, that the terms of this agreement will be disclosed in all
documentation filed with the Securities and Exchange Commission, Nasdaq, or any
regulatory authority where such disclosure documentation would be required under
standard disclosure rules.

It is agreed, that the terms of this agreement will be infused into all escrow
contracts so that such agreements will call for the disbursement of fee's due to
Syndication Net, to be paid directly to Syndication Net.

It is agreed, that subject to the foregoing, all the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successor and assigns of the Consultant and the Company.

It is agreed, that the choice of law and venue shall be governed by the laws of
the State of Maryland. The Parties consent to the jurisdiction and agree that a
proper venue shall lie in the state and federal courts located within the State
of Maryland.

It is agreed, that the parties hereby represent that they have taken all
necessary action to authorize the execution, delivery and performance of this
agreement.

IN WHITNESS WHEREOF, the parties hereto have executed this agreement as of the
day and year first above written.


SYNDICATION NET INC.,

/s/ Vance Hartke,
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Vance Hartke
President


TRI-STATE METRO TERRITORIES INC.

/s/ Thomas Gibbs,
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Authorized Agent