THIS AGREEMENT entered into on _____ day of _______, 199__, by and between SUNLINK, ("Principal") and _______________________("Associate").

WHEREAS, it is the intention of Associate and Principal to enter into a business relationship whereby Associate shall become an independent contractor for the purpose of soliciting, receiving and transmitting proposals for sales of Principal's Internet services, which Associate is authorized to solicit.

WHEREAS, it is the intention of Associate and Principal to enter into this contract so that the terms and conditions of the business relationship are more specifically set forth.

NOW THEREFORE, in consideration of the mutual promises herein, both parties intending to be legally bound it is mutually agreed by and between the parties as follows:

1) INDEPENDENT CONTRACTOR - Principal and Associate agree that Associate will be an independent contractor. Associate agrees to devote his best efforts to the business of Principal.

2) COMPENSATION - Associate shall receive as compensation for his services a commission equal to the first months access fee in effect at the time. Any cancellations within two (2) months of sign-up shall be reduced from Associate's commission. The commission shall be based only upon the initial sign-up fee. Commission will be paid for any income Principal derives through World Wide Web Home Pages or other additional services requested by clients. However, the amount will be determined by Principal, in the sole discretion of Principal, on a case by case basis.


a) Payment on all orders received by Associate must be made within a reasonable amount of time from connection.

b) Associate shall pay his or her own expenses and will work out of his or her own home or business.

c) Associate understands and agrees that all accounts and business developed and secured by Associate shall be retained by and become the property of the Principal and will at all times be subject to the provisions of Section 8 below.

d) Associate shall defend, indemnify and hold harmless Principal against any and all claims, liabilities, demands, losses, suits, penalties, fines, judgments and costs, including legal costs and expenses and reasonable attorney's fees, allegedly arising directly or indirectly from Associates actions and/or any willful or negligent act or omission (including the failure to follow Principal's instructions) done or suffered by Associate.

e) Associate shall not use or display the name "SunLink" or any signs, symbols, marks, slogans or logotypes associated with the name "SunLink" except in the manner authorized in advance by Principal. At no time will Associate, either during the term of this Agreement or thereafter, claim any right to the name "SunLink" , or the use of such name or any variation thereof or any similar or related service mark or trade name, nor will it contest at any time, directly or indirectly, the ownership or validity thereof, or any present or future registration thereof. Associate shall cease all use and display of the "SunLink" name and any SunLink signs, symbols, marks, slogans and logo types, and return all such materials immediately upon the termination of this agreement.

4) CREDIT APPROVAL - Should a potential client request the use of credit for the payment of any sum due, Principal must approve in advance and in writing the use of said credit. Associate shall have no authority to accept to agree to the use of credit in connection with the provision of Principal's Internet services. Credit limits for each user shall be established by Principal.


a) Associate is granted authority to receive and transmit proposals for orders of Principal's Internet services.

b) Associate is authorized to collect, receive and give receipts for orders of SunLink services tendered by Associate to and accepted by the Principal.

c) Except in the strict performance of the specific responsibilities expressly authorized by Principal pursuant to this Agreement, Associate is not the express, implied, or apparent agent of Principal for any other purposes whatsoever. Under no circumstances shall Associate or Associate's employees or other persons performing work for Associate represent themselves as employees of Principal or give the express or implied appearance of any agency authority beyond that granted by this Agreement.

d) Associate shall have no express, implied, or apparent authority to create or assume in Principal's name any obligation, or to act or purport to act as Principal's agent except as provided in this Agreement.

e) This Agreement creates an independent contractor relationship only. No franchise rights, license or permits are granted to Associate to use the SunLink name or service marks of to otherwise benefit therefrom except as specifically provided in this Agreements. The parties to this Agreement intend that no statute or regulation, promulgated thereunder providing for protection of franchises and /or licenses shall be considered to be applicable to this Agreement. Notwithstanding the foregoing, however, if any statute and /or regulation shall be construed by any court or other governmental body of subdivision to be applicable to this Agreement, then and in such event, to the extent permitted by law, Associate waives any and all rights which he may have under said statute or regulation.

6) CONDUCT OF BUSINESS - Associate shall work out of his or her home or business and shall maintain his or her own staff (if any) at his or her own expense, and shall be responsible for all items deemed necessary for the performance of his or her duties. Associate shall also set his or her own work schedule.

7) ADVERTISING - Any advertising on behalf of Principal shall be conducted at the sole discretion of Principal. Principal shall bear the costs of such advertising.

8) TERM - This Agreement shall begin on _______________, and shall continue until terminated as indicated below:

a) This agreement may be terminated by Principal or Associate at will, without reason or explanation, by giving Associate written notice within fifteen (15) days. Principal shall not be under any obligation to give an explanation or reason for termination except to provide written notification of termination under this subparagraph.

b) Should this Agreement become terminated for any reason, Associate shall be entitled to commission on any final sales of Principal's services. Final sales shall be defined as all services directly resulting from Associate's work product which have not yet been compensated.

c) This Agreement may be renewed annually by mutual consent of both parties with thirty (30) days written notice.

9) COLLECTION OF PREMIUMS - Associate shall make reasonable efforts for the collection of monies on all SunLink services sold by Associate at time of sign-up.

10) CONFIDENTIALITY - The Associate will hold in a fiduciary capacity for the benefit of the Principal and its designees, all secret, confidential or proprietary information, knowledge and data involving the Principal and any of its subsidiaries or related business enterprises obtained by the Associate during the period of this agreement. Associate will not, during his retention under this agreement or after the termination of this agreement, communicate or divulge any such information, knowledge or data to any person, firms, partnerships or corporations designated by the Principal. This confidentiality and nondisclosure obligation shall include, but not be limited to, the identity, address and telephone numbers of persons who have purchased merchandise through the Principal, whether or not solicited or obtained by Associate, and identified business prospects.

In the event of a breach or threatened breach by the Associate of any provision of this agreement, the Associate acknowledges that the Principal shall be entitled to an injunction restraining the Associate from disclosing, in whole or in part, wither directly or indirectly, the Principal's confidential and proprietary information.

11) CHOICE OF LAW - This Agreement shall be governed in accordance with the laws of the Commonwealth of Pennsylvania.

12) OTHER AGREEMENTS - This Agreement supersedes all previous agreements, oral or written, between the parties and any modification of the agreement shall be in writing and executed by the parties. This is a personal services contract and Associate may not assign any rights or delegate nay duties of his under this agreement. In witness whereof, the parties have executed this agreement the day and year written above.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of caused the same to be executed by their authorized representatives the day and year first above written.

________________________________        ________________________________
(Signature)				Witness
Phone Number:___________________
PRINCIPAL                               SUNLINK
By:______________________________       _________________________________