The MCI SysOp Marketing Program is a wild new business opportunity that lets you save your callers up to 40% on their long distance calls and earn money yourself simply by signing up new MCI PC Connect (sm) customers. What a wild idea! Here’s how it works: You simply display an MCI PC Connect “advertisement” (that we supply) on your BBS. The ad will contain an 800 enrollment number and your Operator Code. Callers dial in to your BBS, and see the advertisement encouraging them to call a toll-free MCI number and sign up. They give the MCI operator your Operator Code, which is displayed on the advertisement screen. Every time a new MCI PC Connect customer signs up through your marketing effort, you earn a $5 commission. MCI tracks your sales by your Operator Code. To further support our SysOps, we’re launching a national MCI PC Connect print advertising campaign and, if you wish, we’ll include your BBS name and number in the MCI BBS Directory! This will let potential subscribers know they can save money on calls to your BBS. SO WHY WAIT? Do something wild with MCI PC Connect — and watch your business buzz! 1 Read the attached agreement. 2 Fill in all information, particularly Exhibit A, which asks for your published access line numbers and signature. The agreement will not be valid without this information. 3 Review and sign the agreement, and return to MCI PC Connect, 1200 South Hayes Street, Dept. 0135, Arlington, VA 22202. 4 Upon approval, MCI will send you a copy of the fully signed agreement along with your advertising screen including an 800 enrollment number and your Operator Code. 5 You can begin marketing MCI PC Connect as soon as you receive your advertising screen. It’s that simple! Any further questions? Call MCI 1.800.328.3934. MCI PC CONNECT(sm) SYSOP AGREEMENT This agreement dated as of _______ sets forth the mutual covenants and obligations of MCI Telecommunications Corporation (“MCI”) and ___________________ (“Operator”) to implement a program (the “Program”) offering MCI PC Connect to the Operator’s Bulletin Board users (“Users”). MCI and Operator agree as follows: 1. OPERATOR’S RESPONSIBILITIES A. MARKET MCI PC CONNECT. Operator will install a Bulletin Board screen (the “Screen”) provided by MCI on the Operator’s Bulletin Board (the “Board”) which includes an MCI PC Connect marketing message. The placement of the Screen is within the discretion of Operator; provided, however, that the Screen will be seen by all Users. The Screen will identify an 800 number for user enrollment and an operator code to be used to track the source of sale to the Operator. B. CHOOSE MCI AS LONG DISTANCE CARRIER. Operator will switch all of the published access lines listed on Exhibit A to MCI service. If Operator adds any new lines after the execution of this Agreement, Operator may switch new published access lines to MCI service by calling MCI Customer Service at 1-800-328-3913. C. USE OF MCI LOGO. Operator acknowledges that authorization to use MCI names and/or logos is limited to the Program described in this Agreement and to the mutually approved marketing materials used in connection with the Program. D. REPORTING. Upon MCI’s request, Operator will provide MCI with reporting for purposes of customer analysis. Content of and compensation for such reporting will be mutually agreed upon at the time of MCI’s request. E. FAMILY-ORIENTED CONTENT RESTRICTION. Operator represents and warrants that the subject matter and communications of the Board are primarily family-oriented and do not contain obscene material. MCI may terminate this Agreement immediately without notice should it determine, in its sole discretion, that Operator has breached this provision. F. MCI FREE ACCESS TO OPERATOR’S BOARD. Operator will allow MCI a minimum of 30 minutes free access time per month to the Board for purposes of reviewing the content of the Board and the Screen. G. NO CONFLICT WITH OTHER CONTRACTS. Operator represents and warrants that this Agreement does not and will not conflict with any other agreements of Operator. H. EXCLUSIVITY. During the term of this Agreement and for a period of thirty (30) days after the end of the Program, Operator shall neither promote nor sell on the Board the residential long distance services of any other person or entity. 2. MCI RESPONSIBILITIES A. MCI PC CONNECT. MCI will offer MCI PC Connect to Users via the Screen. MCI PC Connect is a direct dial long- distance plan and has the same rates and features as Friends & Family Sure Savings (sm), a tariffed MCI product. B. 800 NUMBER ENROLLMENT. MCI will provide an 800 number to facilitate User enrollment and this number will be featured on the Screen. C. MARKETING MATERIALS. MCI shall design and provide Operator with the Screen promoting MCI PC Connect to Users. The Screen will feature MCI PC Connect benefits, an 800 enrollment number, and Operator Code. D. OPERATOR CODE. MCI will assign Operator a unique Operator Code which will be used to track User enrollment. The Operator Code will be collected by MCI representatives at time of User enrollment; and will be included on User’s MCI account record. User will identify Operator Code at time of enrollment. E. CUSTOMER SERVICE. MCI will provide specially-trained customer service representatives for User enrollment via the 800 enrollment number. These customer service representatives will be available 365 days a year, 24 hours a day. F. CUSTOMER FULFILLMENT. MCI shall send all newly-installed MCI customers a separate fulfillment package which includes a customized letter explaining their MCI calling plan and providing an MCI customer service number, and certificates good for any promotional offer. G. PIC FEES. MCI will provide an invoice credit to Operator of $5 per line for any PIC change fee charged by the local exchange carrier both to switch any new line to MCI and to switch the line back after the Program, if requested by Operator. In addition, Users who are new MCI PC Connect customers and enrolled through the Program will receive an invoice credit of $5 to cover the cost of switching long distance carriers. H. COMMISSIONS. MCI will pay a $5 commission for every new MCI customer enrolled through Operator’s implementation of the Program. These subscribers will be identified by the Operator Code that is collected at the time of enrollment. Commissions will not be earned by Operator for existing MCI customers. The commission payment will be limited to one payment per year for any given subscriber phone number. Commissions will be paid within thirty (30) days of the end of the calendar quarter for all installs for the preceding calendar quarter. I. MCI FUTURE PARTICIPATION. MCI reserves the right to participate in other marketing programs on the Board and/or sponsored by Operator under similar terms and conditions as contained in this Agreement should the Program prove successful in the sole discretion of MCI. 3. TERM. This Agreement will become effective as of the date first written above and will continue for a six-month term. Thereafter, this Agreement will automatically renew for 30 day terms on an on-going basis until terminated. 4. TERMINATION. Either party may elect to terminate this agreement upon 30 days prior written notice to the other party. In addition, either party may terminate this Agreement in the event of a material breach by the other party, provided that the terminating party has given 10 days prior written notice of the breach, and the breaching party has failed to cure the breach. 5. COMPLIANCE WITH LAWS. Each party agrees to conduct the Program and all activities relating to this Agreement in accordance with all applicable laws and regulations. 6. RESPONSIBILITIES AND LIABILITIES. The parties agree that each party is responsible for the acts and omissions of its respective personnel. Neither party shall have any liability for the other’s products, services, quality or price. Neither party shall be liable to the other party for special, indirect, consequential, or punitive damages, whether or not those damages were foreseeable. Neither party shall be liable or deemed in default under this Agreement for any delay or failure to perform resulting from accidents, fire, labor disputes, acts of nature, or other causes beyond its reasonable control. 7. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between MCI and the Operator with respect to the subject matter hereof and all prior agreements and representations of the parties, whether written or oral, are merged herein and shall be of no further force or effect. This Agreement cannot be changed or modified except in writing and signed by both parties. 8. SIGNATURES. If this agreement correctly sets forth the understanding between the parties, please so indicate by signing in the space provided for below, filling out Exhibit A completely, and returning to MCI PC Connect, 1200 South Hayes Street, Arlington, VA 22202, Dept. 0135. Board Name_________________________ By:________________________________ Date:______________________________ MCI Telecommunications Corporation By:________________________________ Date_______________________________ EXHIBIT A Please provide the following information: Voice Phone Number_______________________________________ Fax Number______________________________________________ Internet Address (if available)_______________________________ Tax ID Number or Social Security Number_______________________ Please type or neatly write the list of published access lines below to be switched to MCI service. If there is not enough room on this page, please attach additional pages. Area Code/ 7-digit Number 1.._____________________ 2.._____________________ 3.._____________________ 4.._____________________ 5.._____________________ 6.._____________________ 7.._____________________ 8.._____________________ 9.._____________________ 10.______________________ Do you authorize MCI to publish your BBS name and access numbers in a directory? Yes _______ No _______ With this signature, on behalf of Operator, I authorize MCI to notify Operator’s local telephone company of Operator’s choice of MCI as its long distance carrier for the numbers shown above and I authorize MCI to switch Operator’s long distance service to MCI. I understand that Operator many choose only one long distance company for a given telephone number. I also understand that Operator’s local telephone company may charge a small fee for this and any later change. Print Name_____________________________ Signature______________________________ Date__________________________________