              Independent Marketing Representative Agreement

This Agreement is entered into this _______ day of _________ 1995, between
TSM and ____________________________________________(Representative)

1.  TSM hereby appoints Representative as one of TSM's authorized 
    Independent Marketing Representatives entitled to solicit your users, 
    your user's friends, and other customers (collectively "Customers") to 
    participate in Savvy World Travelers as a "Club Member" offered by 
    Savvy World Travelers, Inc. ("Savvy").
2.  Representative is an independent contractor and not an employee, agent, 
    or franchisee of TSM, and in this connection will be free personal 
    means, methods, and manner of operation, subject to the terms of this 
    agreement, and to choose the hours and location of selling activities. 
    TSM will not treat Representative as an employee for the purpose of the 
    Federal Insurance Contribution Act (FICA), the Social Security Act, the 
    Federal Unemployment Tax Act, income tax withholding at source, or any 
    other laws covering employees.  
3.  Representative agrees to take reasonable and necessary steps to 
    effectively market SAVVY membership at Representative's sole cost.  
    Use of SAVVY's name, logo, letterhead, or in any other way, and 
    reference in any form to SAVVY in publicity releases, printed material,
    graphic and any text, and audio, and video, or in any other marketing or 
    advertising, or in any other way shall be at representatives sole cost 
    and is subject to ADVANCE WRITTEN APPROVAL by SAVVY's President or 
    Marketing Director.
4.  Representative will provide electronic marketing of membership kits via 
    Electronic Bulletin Board Systems, however, Representative will make NO 
    attempt to market directly on the Internet, including but not limited to 
    the World Wide Web, gopher menus, USENET Newsgroups, FTP Site, national 
    echo mail networks (primarily "FidoNet," " MajorNet," or "NetACCESS"), 
    or national online services such as "CompuServe," "Delphi," "America 
    Online," or "GEnie".  
5.  TSM agrees to hold in confidence and not divulge to any third party the 
    names or other information concerning Customers (Members) which 
    Representative provides, except as may be necessary for TSM to discharge 
    its obligation under this Agreement.
6.  In return for performing under this agreement, Representative shall be 
    paid that amount ("Commissions") which equals twenty-five percentage 
    (25%) of the total amounts received by SAVVY for a Standard Membership 
    as the result of sales by Representatives (exclusive of taxes, service 
    charges, and postage).
7.  TSM shall forward commissions to Representative the 25th of the month 
    for sales the previous month. 
8.  All terms, conditions and other matters relating to Savvy World 
    Travelers, Inc., to those Representatives, and Club Members who may and
    will be allowed to participate in SAVVY, will be determined by and in 
    the sole discretion of TSM, whose decision in this regard is final.
9.  This agreement may be terminated by either party at any time for any 
    reason. In the event TSM terminates this agreement, Representatives 
    agree to cease any and all activity in connection with SAVVY.
10. Any notations or other communication required, desired or allowed 
    hereunder shall be in writing and shall be deemed given and received 
    on the date it is personally delivered to the party to whom it is 
    directed or, if mailed, on the date after the day on which it is mailed 
    to such party by certified or registered mail to the address of that 
    party shown at the foot of this agreement.
11. TSM may disclose and share with Representative and SAVVY certain 
    information and records relating to other Representatives, other Club 
    Members, and other sensitive information.  Representatives shall not 
    disclose to any other, nor use or benefit, financially, or otherwise, 
    from such information or records, without the prior and express written 
    consent of SWT.
12. Representative and SWT represent that they have read the terms of this
    Agreement, they understand the same, they have voluntarily signed this 
    Agreement, and no representations, warranties, statements, promised, 
    inducements or other agreements have been made nor entered into by them
    or anyone else, other than those enumerated or set out herein, to obtain 
    their signature heron or their agreement to the terms hearof, and further 
    agree to execute any other documents which may be necessary to effectuate 
    the terms hereof.
13. This agreement shall be interpreted under the laws of the State of 
    Illinois.
14. This agreement contains the complete understanding between the parties.  
    Anything not contained in this agreement shall not be considered binding 
    between the parties unless otherwise in writing or executed by the 
    parties and attached to this agreement.
15. In the event of a disputed between the parties, it it agreed that the 
    parties will submit the matter to mediation prior to court action.
16.  Any mediation or legal action resulting from this agreement shall 
     occour in the county of DuPage, in the State of Illinois.

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System Name:                       System Phone #                           
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Operator Name:                     Voice Phone #                            
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Signature:                         Fax Phone #                              
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Address:                           City:                                    
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State:                             Zip:                                     

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  Thomas S. Monahan                                                          

TSM President, and Corporate Marketing Director of Savvy World Travelers, Inc.
        TSM, 2196 Ogden Avenue, Suite 148, Aurora, Illinois, 60504
	        Voice (708) 920-5383    Fax (708) 920-538?

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