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! Heres 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, were launching a national 
MCI PC Connect print advertising campaign and, if you wish, 
well 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. Its 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 Operators Bulletin Board users (Users).  MCI and 
Operator agree as follows:  

1. OPERATORS RESPONSIBILITIES

A. MARKET MCI PC CONNECT.  Operator will install a Bulletin 
Board screen (the Screen) provided by MCI on the 
Operators 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 MCIs 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 MCIs 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 OPERATORS 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 Users 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 Operators 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 others 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 Operators local telephone company of Operators 
choice of MCI as its long distance carrier for the numbers 
shown above and I authorize MCI to switch Operators 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 Operators local telephone 
company may charge a small fee for this and any later 
change.

Print Name_____________________________

Signature______________________________

Date__________________________________


