SERVICE AGREEMENT

	
	THIS AGREEMENT, made the ____ day of _________, 199__, by and between
PLAY ZONE BBS, a sole proprietorship of Joseph R. Capitan, Kingston, Luzerne
County, Pennsylvania ("Play Zone BBS") and __________________________________
of ___________________________________ ("MEMBER"),

				 
				 
				 WITNESSETH:

	
	WHEREAS, Play Zone BBS is an authorized account merchant of certain
VISA and Mastercard services;

	WHEREAS, Member is a systems operator of computer bulletin boards, but
is not an authorized merchant of any VISA or Mastercard service;

	WHEREAS, Member desires to sell its services and/or products to its
customers and afford such customers the benefit of being able to make 
purchases from Member on credit with the use of a VISA card and/or Mastercard;

	WHEREAS, Member desires to utilize the services of Play Zone BBS as an
intermediary to process customer accounts with VISA and Mastercard services,
and Play Zone BBS is willing to do so, under and subject to the terms and
conditions of this Agreement,

	NOW THEREFORE, in consideration of the foregoing, and intending to be
legally bound, Play Zone BBS and Member agree as follows:

I. SERVICE
	
	A. After receiving a customer's order for services and/or products
("Order"), Member shall promptly provide online to Play Zone BBS, formatted
as an "unzipped" ASCII text file, single line record type, the identity of such
Order setting forth specifically the customer's VISA or Mastercard number and
expiration date, and the purchase price for the products and/or services
purchased by Member's customer under such Order. Member shall provide accurate
customer information and shall upload the customer information in the File as
instructed by Play Zone BBS using the correct "naming" convention of such File.
To clarify, an Order shall include the purchases of only one customer.

	B. Play Zone BBS shall process the Order through VISA/Mastercard and
seek the credit card company's approval of the charge. Play Zone BBS's 
obligations under this Agreement shall be subject to, and contingent upon,
obtaining such approval and further subject to, and contingent upon, obtaining
bank approval of the charge contemplated by the Order.

	C. If such approval is obtained, Play Zone BBS shall disburse to
Member a check for the ammount of such charge less the commission set forth
in Paragraph II below.

	D. If Play Zone BBS cannot process an Order due to incorrect uploading
content, naming or formatting of a File, or if credit card company or bank
approval of a charge is not obtained, Play Zone BBS shall apprise Member 
orally or by electronic message within 24 hours of receiving the Order or 
within 24 hours of the credit card company's or bank's rejection of a charge,
whichever is later.


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II. COMMISION

	A. For each Order processed by Play Zone BBS hereunder, Play Zone BBS
shall retain as its commision an amount equal to 6% of each charge in an 
Order plus $1.00 for each Order. Thus, if Member's customer purchases several 
services and/or products in a given Order costing $100.00, Play Zone BBS shall
remit $ 93.00 to Member and shall retain $6.00 (i.e., 6% of the charge) plus
$1.00. However, if Member places two different customer's Orders whereby each 
Order is $50.00, then Play Zone BBS shall remit $92.00 to Member and shall 
retain $6.00 (i.e., 6% of the charge) plus $2.00 (i.e., $1.00 for each Order).
Further, if Member places Orders for a customer on two different dates, each 
Order shall be deemed to be separate and each such Order shall be subject to 
the 6% and $1.00 as described above.

	B. As further consideration for the services provided hereunder, Member
shall make available to Play Zone BBS 100% access to Member's computer bulletin 
board.

III. DISBURSEMENT

	A. Play Zone BBS shall make disbursements to Member on the Wednesday
immediately following the week in which an approved order occurs, or, if such 
Wednesday falls on a holiday, then on the next business day.

	B. Play Zone BBS shall only make a disbursement to Member when the 
amount credited to Member's account equals or exceeds $100.00.

	C. Play Zone BBS shall provide at least once per month to Member an 
itemized statement of all charges incurred during that month which was 
processed through Play Zone BBS by Member.

IV. LIMITATIONS

	A. Play Zone BBS shall not process any Order which exceeds $100.00.

	B. Member hereby acknowledges that credit card transactions may be 
canceled by cardholder within 180 days of a purchase. If within the 180-day
period from the date of any such charge, VISA/Mastercard shall seek 
reimbursement from Play Zone BBS, for any reason, including that Member's
customer alleges that such charge was never made or was fraudulently made, then
Play Zone BBS shall reimburse VISA/Mastercard. In such case, Play Zone BBS shall
notify Member of such reimbursement and Member shall reimburse Play Zone BBS
within 10 days of such notice the full ammount paid by Play Zone BBS plus any
service charge or out-of-pocket expenses (including collection charges and 
attorney's fees) incurred by Play Zone BBS.

	C. Member shall not be obligated to utilize the services of Play Zone   
BBS during the term of this Agreement, nor shall Play Zone BBS be required to
accept Orders for processing from Member.  This purpose of this Agreement
is solely to define the terms and conditions of processing services by Play
Zone BBS for Member during the term of this Agreement.

	D. Member agrees and acknowledges, and will inform its customer, that 
Play Zone BBS is merely processing its purchase but will be the creditor who 
will appear on the customers credit card statement.


				
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V. MISCELLANEOUS

	A. This Agreement shall be construed in accordance with the laws of 
the Commonwealth of Pennsylvania.

	B. Member shall complete and sign the attached information form which
shall be incorporated into, and made part of, this Agreement.

	C. This Agreement is open-ended in term and shall govern all 
transactions between the parties hereto until modified or changed in writing
signed by each of the parties.

	D. Play Zone BBS may terminate this Agreement if Member fails to pay 
any sum due hereunder within ten (10) days following written notice thereof.

	E. No delay or failure by Play Zone BBS to terminate this Agreement
because of a default shall be deemed a waiver of Play Zone BBS's right to 
terminate this Agreement upon a subsequent default by Member.

	F. This Agreement is not subject to termination by Member because of
an omission or error of Play Zone BBS.  Play Zone BBS's liability under this 
Agreement shall be limited to correcting any error or omission made by it.

	G. PLAY ZONE BBS MAKES NO WARRANTIES OF ANY PRODUCT OR SERVICE OF 
MEMBER AND MAKES NO WARRANTIES EXPRESS OR IMPLIED WITH REGARD TO PLAY ZONE 
BBS'S SERVICES HEREUNDER. Member warrants and agrees that it will provide its  
products and services to its customers in full compliance with all laws and 
regulations. Member agrees to indemnify, defend, and hold Play Zone BBS  
harmless for a violation of any such law or regulation. Such violation shall 
also be deemed to be a default hereunder permitting Play Zone BBS to terminate 
this Agreement.

	H. Member is not an employee or agent of Play Zone BBS and Play Zone BBS
shall not be responsible for withholding taxes on behalf of Member or for 
filing any report or form with any taxing agency for or on behalf of Member.

				
       
					
					      PLAY ZONE BBS

				
				By: _______________________________________


					
					      MEMBER


				By: _______________________________________









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		      Play Zone BBS Plan Application


  Offical Buisness or Board Name: ___________________________________________

  Your Alias/Title for Buisness : ___________________________________________

  Your Real Name: ___________________________________________________________ 

  Date of Birth : ____/____/____  Social Security No. :______________________ 

  Postal Address: ___________________________________________________________

  City : ______________________  State :____________  Zipcode :______________

  Voice Phone : _______________________ Buisness Phone : ____________________

  Fax Number : ________________________ BBS Number(s):_______________________

  Type of Buisness : ________________________________________________________

  Short description of services and products sold : _________________________

  ___________________________________________________________________________

  ___________________________________________________________________________

  
  ***************************************************************************

	I have completed this document with true and correct information to 

  the best of my knowledge. I understand that this application will be
  
  considered null and void if any of this information is proved to be false 
  
  and or incorrect. I also understand that this application must be mailed

  along with a completed contract form to be considered for approval.


  Print Name : ________________________________________ Date : ____/____/___


  Signature : ______________________________________________________________


  ***************************************************************************

  Complete and SIGN Agreement/Contract and application.
  
  Fax to Play Zone BBS at (717) 288-7520.
  
  Or Snail mail to:                            
			      Play Zone BBS
			      P.O. BOX 1991
			      Kingston, Pa.       18704-7001


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