                      BBS 900(tm)  Service Agreement     


1. Description of Service.
   AudioText Services, Inc., hereinafter, AUDIOTEXT, agrees to
   provide 900 number service to Client to be used in conjunction
   with the BBS 900 software. This shall include programming the 
   extension that will identify the Client's BBS. The service will
   provide callers with a unique redemption code which can then be
   used towards getting access time on the client's BBS.

2. Responsibilities of Client.
   A. Client shall strictly adhere to the following guidelines when
      advertising the 900 number:
      1.  Callers under 18 must get parental permission.
      2.  Charge for the call shall be shown at all times when the
          900 number is shown.  
      3.  Advertising in places other than the BBS must be approved
          by AUDIOTEXT prior to the ad appearing.  
      4.  All such other requirements as may be imposed by MCI or
          any regulatory or governmental body.
   B. Client shall provide the callers to their BBS who enter a
      proper redemption code, access on that BBS for the appropriate
      amount of time. 
   C. Client shall notify AUDIOTEXT, in writing, at least 30 days in 
      advance of any changes to the Client's address, telephone number, 
      BBS phone number(s) or if Client is no longer able to provide access 
      to users who call the 900 service and receive a valid redemption code 
      or if Client will no longer be using the BBS 900 software.
   D. Client shall provide a permanent account on their BBS for
      AUDIOTEXT with access to the BBS 900 software. The account shall be
      named AUDIOTEXT and password of 900xxx where xxx is the BBS ID code.

3. Payments and charges.
   A. Callers to the 900 service will be billed $10 for calling
      900-443-4227 or  $25 for calling 900-443-2279.

   B. AUDIOTEXT will receive a Net Revenue payment from The Carrier.
      Net Revenues are defined as the amount billed to the caller less
      charges from The Carrier for billing and transport, any
      applicable taxes, adjustments resulting from caller inquiry, or
      any other charges.  These payments are established in a standard
      agreement between AUDIOTEXT and The Carrier. The client will
      receive revenue as defined in attachment "A" for each call to 
      their extension that results in the provision of a redemption 
      code to the caller, subject to the provisions of 3C below.

   C. The Net Payment may be further adjusted by AUDIOTEXT to account
      for chargebacks. Chargebacks are defined as any adjustment from
      The Carrier other than billing fees, transport and any
      applicable taxes. AUDIOTEXT reserves the right to modify
      the amount held as a result of chargebacks or caller abuse.

   D. Remittance of Net Payment after service charges and holdbacks
      will be made once per month to client and within 10 days after
      receipt by AUDIOTEXT from The Carrier. Receipt of payments from
      The Carrier typically occurs 60-90 days from the date the call
      was made and is solely under the the control of The Carrier.

   E. Client acknowledges that extensions to the 900 number will be
      provided to others and that this agreement is non-exclusive. In
      the event the calling detail provided to AUDIOTEXT by the
      Carrier is not, in AUDIOTEXT's sole opinion, sufficient to
      allocate chargebacks to specific extensions, then AUDIOTEXT
      shall allocate to Client a pro rata percentage of such
      chargebacks. The pro rata share shall be determined by the
      ratio of Client's Net Revenue to the total net revenues for all
      extensions multiplied by the amount of chargebacks to be
      allocated.

4.  Term. 
    The term of this service agreement shall be one year, after which
    time it will automatically renew for one year periods thereafter.
    This agreement may be terminated without cause by either party by
    giving 30 days written notice to the other. AUDIOTEXT may terminate 
    this agreement immediately if client breaches any part of this 
    agreement or if The Carrier terminates or threatens to terminate 
    service for any reason, in which case AUDIOTEXT may withhold all 
    revenue for up to twelve months in accordance with the carriers 
    guidelines for chargebacks. 

5.  Indemnification and Force Majeure.

A. Each party covenants and agrees to indemnify, defend, and hold the
other harmless from and against all claims (whether valid or
invalid), public or private, or otherwise, and any and all other
loss, damages, expense, injury, liability, suit, judgments, demands,
actions, proceedings or causes of action of any kind including
reasonable attorneys fees and disbursements arising from, out of, or
in conjunction with (a) the use and/or content of any messages placed
on the service including but not limited to, libel or slander of
person, product or profession, invasion of privacy or violation of
copyright or (b) the indemnifying party's failure to perform or
breach of this Agreement, including any representation or warranty
made herein. Neither party shall have liability for damages due to
fire, explosion, lightning, pest damage, power surges or failures,
acts of God, acts of third parties or other causes beyond the other
party's control whether or not similar to the foregoing, including
regulatory restrictions. Neither party shall be liable to the other
party for any indirect, special, incidental, consequential, or
punitive loss or damage of any kind, including lost profits (whether
or not the non-claiming party has been advised of the possibility of
such loss or damage), by reason of any act or omission in its
performance under this Agreement

B. AUDIOTEXT's entire liability resulting from AUDIOTEXT's failure to
perform any of it's legal obligations under this Service Agreement
shall be Clients actual, direct damages as might be provable in a
court of law, but not to exceed the amount paid to AUDIOTEXT for
services pursuant to this Service Agreement.

C. Any legal action brought by Client against AUDIOTEXT with respect
to this service agreement must be within twelve months after the
cause of action arises.

D. AUDIOTEXT shall not be liable for any damages incurred by Client
resulting from equipment failure and/or any technical difficulties
that may be experienced by AUDIOTEXT.

6.  General.
    A. This Agreement shall be governed by and construed in
       accordance with the laws of the State of Florida.
    B. Relationship of the Parties. The parties of this Agreement are
       independent contractors. Nothing contained herein or done
       pursuant hereto shall be construed to create any relationship
       of principal and agent, or employer and employee, between
       Client and AUDIOTEXT.
    C. Entirety. This Agreement constitutes the entire Agreement
       between the parties relating to the subject matter hereof. The
       provisions hereof may not be changed except by an amendment
       signed by both parties hereto.

By signing below, you acknowledge that you have read and understood
the terms and conditions accompanied with this agreement and that you
are over 18 years of age. Those under 18 must get an adult to sign and 
take responsibility for the terms of this agreement.  


Accepted on this ______ day of _______  19 ____   by,


___________________________      
Client  (BBS name)   

___________________________
Authorized Signature 

___________________________
Print Name

___________________________
Title

address:__________________________
        __________________________
        __________________________


Voice # _________________________

  BBS # ________________________

BBS Software _____________________ 
(i.e. RemoteAccess, The Major BBS, Wildcat, TBBS or PCBoard)

___________
BBS ID Code 
(to be assigned by us)

_______________    
MBBS Reg #          
(for Major BBS sysops only)

Instructions: Make a hard copy of this text file. 
Read and sign the agreement, then mail or fax to:

AudioText Services, Inc.
P.O. Box 2449
Orlando, Florida 32802

Tel: (407) 426-8355
Fax: (407) 426-8354

After we receive it, we will assign you a BBS ID Code. Then
you will be notified how to obtain the necessary data files.


________________________________________________________

Attachment "A"


Revenue payout for BBS 900

                1-10 codes per month    11+ codes per month
$10 line                $7.50                   $8.00
$25 line               $20.00                  $21.00


