                          AGREEMENT


     This Agreement is made and entered into this _____ day

of ___________________, 19_____, by and between Joyce and

Associates, Inc., a Texas Corporation, with its principal
office in Dallas, Texas, (hereinafter called "Joyce") and

__________________________________, of _____________________

hereinafter called "Member";

     AND WHEREAS, Member maintains a Computer Bulletin Board

System ("BBS"), and is engaged in selling to Joyce, at a

wholesale or discounted rate, subscriptions for customer

access to Member's BBS, and Member agrees that Joyce can

resell such subscriptions to the customer at a retail price,

affording customer access to Member's BBS, and Joyce has

agreed with Member to accept customer credit cards by which

customer is paying for the subscription for access to

Member's BBS, and whereas this arrangement is intended by the

parties to be of their mutual benefit for a business profit,

     NOW THEREFORE, for and in consideration of the mutual

promises, covenants, and obligations, herein assumed by each

of the Parties, Joyce and Member hereby agree as follows:

     1. Member agrees to complete and sign the attached
application form which shall become incorporated herein and
made part of this agreement;

     2. Member shall be responsible to maintain the "Door"
Joyce and to submit all necessary information about the
Customer to Joyce for processing.  It is understood and
agreed that Joyce shall accept customer credit cards for
through Joyce's merchant account, and Joyce's name shall
appear on the customer credit card statement as the vendor of
the service being paid for by the credit card charge.


AGREEMENT - PAGE 1
     3. Joyce shall remit payment by check to Member on the
10th of each month following the cutoff date, the amount of
which shall consist of all credit card sales made through the
cutoff date, less the agreed wholesale or discount rate. The
cutoff date shall be the last day of each month. The present
charge (discount rate) charged Joyce by Member shall be ten
(10%) percent of the credit card charge, resulting in a
ninety (90%) percent remittance to Member. Joyce shall
furnish Member detailed statements with each monthly
remittance. This discount rate may be changed at any time by
written mutual agreement of the parties to such effect.

     4. Member shall be responsible for all bad debts, and
applicable Bank Charges, resulting from customer credit card
failure for any reason, and Joyce shall back-charge (debit)
the Member each month for such liabilities and to be
reflected in detail on the monthly statement to the Member.
Joyce shall be responsible for any Bank Charges and expenses
due to Joyce error.

     5. The parties shall adhere to a "Technical Procedural
Format" which shall become incorporated herein and made a
part of this agreement, which may be modified from time to
time, as Joyce shall determine, for a more effective and
expedient operation.

     6. Joyce or Member shall have the right to terminate
this Agreement for any reason at any time upon 15 days
written notice from the terminating party to the other party.
Members last Statement will be held 60 days account for any
charge backs that might appear.

     7. This Agreement represents the entire Agreement
between the Parties and any and all other agreements, written
or verbal, made prior to the execution of this agreement are
hereby superseded by this Agreement.

     8. This Agreement may be modified or altered at any
time, but only upon written mutual agreement of the Parties
hereto.

     9. This Agreement shall not be assigned or transferred
to any other person or entity without mutual written consent
of both Parties to this Agreement.

     10. The terms and provisions of this Agreement are
contractual and not mere recitals.

     11. This Agreement shall be enforceable under the laws
of the State of Texas and venue for any legal action under
this Agreement  shall be Dallas County, Texas, irrespective
and notwithstanding the domicile or location of the Member.

AGREEMENT - PAGE 2

     12. This Agreement may be executed in duplicate copies,
each of which shall be deemed an original, and when taken
together, shall constitute only one Agreement. A copy
reproduction of this Agreement shall be as effective, for all
purposes, as if it were an actually signed original.

     13. The effective date of this Agreement shall be the
date of its execution first above recited.

     In Witness Whereof, we the Undersigned, in agreement,
have hereunto affixed our signatures below.



ATTEST:                        JOYCE & ASSOCIATES INC.
                                       (A Corporation)



___________________________    By:_________________________
Corporate Secretary              Mark Elson, VP





___________________________    _____________________________
Witness                        Member, A Sole Proprietorship





ATTEST:                        _____________________________
                               Member, (Corporation)





___________________________    By:__________________________
Corporate Secretary                 Authorized Officer










AGREEMENT - PAGE 3


            "TECHNICAL PROCEDURAL FORMAT"




     1. Member shall upload all charge(s) information to
Joyce in a timely manner of at least once a week. This can be
done either by Netmail (FTS) at 1:124/8014, Fax at 214-638-
1189, or by message uploaded to The Sysop of The Blues Cafe
at 214-638-1186 or 214-638-1187.

     2. Member will be solely responsible for access levels
granted on his home BBS and Joyce will not be responsible in
any way for any loses to Member due to declined charges.





                                           _____________
                                           (Initials) JOYCE




                                           _____________ 
                                           (Initials) MEMBER 
                                            