Telynx (fka TLYN)

[DueDillinger]

Advanced Capital Services Corporation
625 Rabbit Ridge Court, Reno, Nevada 89511
(775)-852-4452 or Fax [phone]
Gabor Sandor Acs, President
International Venture Capital
MBS CDO CMBS PIPES
Alternative Investments
Email: [e-mail]

Draft Agency Agreement

January 8th, 2004

Name: ____________________
Company: _________________
Address: _________________
Telephone: ________________
Fax: ______________
Cellphone: __________________
Email: _____________________


Re: Representation of Advanced Capital Services Corporation
A Delaware Private Venture Capital Company

Dear _____ ________:

This Agreement shall memorialize the terms and conditions by and between _____________, an individual agent to be duly authorized by the Corporation, and a resident of ____________________, whose address is ________________________________________ ("Agent"); and Advanced Capital Services Corporation, a Delaware Private Venture Capital Company ("Corporation") with respect to the Corporations purchase of Agent?s time and talent with reference to representations with certain companies in which the Corporation has or is in the process of acquiring an interest in. ("Company").


1. Compensation:

a. Agent shall receive $500 per hour up to 2 hours for attendance at Board meetings, maximum of 4 per year per Company, for either regular or special meetings. For other meetings, if necessary, compensation will be in stock options, warrants or deferred compensation directly negotiated with each Company. Corporation shall pay the first $1,000 of compensation under the agreement. If the meetings last longer than 2 hours, the Company shall pay any additional compensation in an agreement to be negotiated between the Corporation, the Company and Agent.

Payment to be made 30 days in advance of any regular scheduled Board meeting. Full Directors Liability insurance coverage to be provided by the Company. Agent shall be guaranteed at least $1,000 per board meeting and shall be paid 30 days in advance of the scheduled Board meeting.

b. Agent shall receive a 1% referral/finders/negotiators fee for the first Company brought to Corporations attention that is publicly or privately traded, that may be of interest for consolidation, convergence, acquisition, merger or joint venture projects being worked on by Corporation. The 1% fee shall be based on the total number of shares acquired by Corporation in any transaction, whether directed, assigned or introduced by Corporation or Agent. Agent may be asked to contact various publicly traded or privately held companies that may be of interest to Corporation during the term of the proposed agreement. This compensation may be increased at each successive transaction in which the Agent participated according to the published policies for compensation issued by the Corporation from time to time.

c. Agent shall receive 5% of total additional capital raised directly by him, or for direct referrals to capital sources that actually invest in each business plan of consolidation, mini-tender offer, partnership, merger, acquisition, joint venture or special financing partnership placed with Corporation, or any other affiliates and subsidiaries to be formed in the future during the term of this contract. Agent may be asked to contact specific sources of funds introduced by Corporation to make presentations, or close a sale, and the fee for assistance in making said presentations and closing said sales shall remain 5% of the amount funded payable in cash at the closing of said funding.

d. Agent shall receive 1% of the total value of any real estate acquired, or real estate financing procured by any joint venture, publicly traded company in which Corporation has acquired an interest, or the Corporation itself, on behalf of such entities in cash at the closing of any such transaction as a direct result of agents efforts.

2. Scope of Work to be performed:

Agent shall represent Corporation on the Board of Directors up to a maximum of five (5) Companies in the fields of education, entertainment, technology and/or financial services in which it has acquired an interest that is greater than 5% owned or controlled by Corporation. Each assignment will begin upon confirmation of Agents election to the Board of each company. Agent will be responsible for filing a briefing report to Corporation following each Board meeting and reporting to Corporation agent?s findings and recommendations on each and every issue brought before the Board at such meetings.

Agent will not bind the Company or the Corporation to any agreements or contracts without prior written approval of Corporation or Company and shall not act in any manner so as to effect, or cause to effect a change of control of any Company without the approval of the Corporation. Agent will act as an independent agent, not an employee of either Corporation or Company being represented and will be responsible for all taxes, expenses or other costs of providing time and service under the agreement.

3. Treatment of Liabilities and Directors Insurance:

Agent shall have no liabilities arising after each appointment under any contracts or obligations specifically assumed in writing by Corporation. Agent will not assume any liabilities of any Company of any nature, whether known or unknown, absolute or contingent. Full Directors Liability insurance coverage to be provided by each Company.

4. Term of Agreement and Agency:

The term of this agreement shall be for 5 years, but Directorship on any Board of any Company shall range between one (1) and three (3) years depending on each Company by-laws and established policies. In the event of your request to resign from a particular Board in which you represent Corporation's interests, you will notify Corporation at least 30 days in advance with the reasons for the request to resign. Corporation shall have an option to extend the term of the Directorship for 60 days from the date of notice to find a replacement, or waive extension clause of the agreement at it sole discretion. This agreement shall be renewed for an additional five years at Agents option.

Agent will have the right to decline an assignment to represent it on the Board of any particular Company in which Corporation intends to acquire or has acquired an interest in under the terms of this Agreement within 10 days after the filing of any 13D or 13G by Corporation making public disclosure of Corporations interest in any particular public Company and/or the date of notification of a request to Agent by Corporation to serve Corporation for that particular Company, whichever occurs later. In the case of any Central European company being acquired by Corporation; commencement of service shall begin on the date of closing of any transaction initiated by Agent or Corporation.

Corporation shall retain the rights to a termination of this Agency Agreement for any just cause which includes false reports, failure to report, failure to report a material event, failure to attend any Board meeting without prior advance written notice after acceptance of an assignment, accepting a bribe, malfeasance, money laundering, failure to act in a fiduciary capacity in the best interests of stockholders, illegal insider trading, disclosure of confidential information, disclosing information to the press or media, or making any destructive critical negative statement about Corporation or Company being represented, publicly or privately.

5. Use of Information:

All information provided to Agent which is proprietary to Corporation or Company and not generally available in the industry (the ?Information?) will be used solely for the purpose of evaluating the business plans, strategies, and methods used by Corporation, and Agent and/or its Representatives will keep all Information confidential, except that Agent may disclose Information to its Representatives who need to know Information for the purpose of evaluating the proposed representation or any particular transaction. If any transaction contemplated by Corporation is not consummated, Agent will promptly cause all copies of any Information in its possession (including without limitation all copies of the Information in the possession of any such Representatives and/or prospective lenders, investors, strategic partners or joint venturer) to be returned to the Corporation or immediately destroyed.

6. Exclusive Dealing and Non-Circumvention:

From the date of this Agreement and throughout the period of this Agency Agreement, Agent shall not, directly or indirectly, through any other person or entity or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any other person or entity, including the Company, relating to the purchase of Stock by the Corporation, representation of other stockholders on the Board, or any other dealings which may jeopardize the Corporations interests in the Company. Further Agent shall not influence, endorse, or cause to be executed any prior agreements or authorizations for a reverse split of any Company common stock, or enter into any merger or acquisition discussions with any other person or entity, without the prior written consent of Corporation. Agent agrees not to circumvent Corporation on any matters dealing with financial institutions, investors, sources of funds, strategies, methods of operation, trade secrets, or other material knowledge used by Corporation in its business dealings.

Agent is hereby granted a non-exclusive Agency to represent the interests of the Corporation as it relates to expansion of its business and investments in the United States of America.

7. Disclosure:

Except as and to the extent required by law or as otherwise specifically provided for herein, without the prior written consent of Agent and Corporation, no party to this Agreement shall, and each shall direct its Representatives not to, directly or indirectly, make any public comment, statement or communication with respect to, or otherwise disclose or permit the disclosure of the existence of discussions regarding any possible transactions between the parties or any of the terms, conditions or other aspects of the transaction proposed in this Agreement , or disclose any information whatsoever regarding negotiations between Corporation and any Target Company,

8. Costs:

Each party shall be responsible for and bear all of its own costs and expenses (including any intermediary's, investment banker's, broker's or finder's fees) incurred in connection with this Agreement of Agency, including without limitation, expenses of its Representatives incurred at any time in connection with pursuing or consummating the proposed Agreement.

9. Termination:

This Agreement may be terminated (a) by written agreement of Corporation and Agent or (b) upon written notice by Corporation as per paragraph 4 above. Upon termination of this Agreement, the parties shall have no further obligations hereunder, except as stated in Sections 5, 6 and 7, which shall survive any such termination.

10. Nature of this Agreement:

This Agreement is for the purpose of setting forth the present understanding of the parties with respect to the transactions contemplated, authorized, executed and delivered by and among all parties hereto and all conditions herein have been set forth.

11. Assignment:

Corporation shall have the right to assign its rights under this Agreement to any affiliate or subsidiary of Corporation without the consent of Agent. No such assignment shall release Agent or Corporation from its obligations hereunder.

12. Closing:

This Agreement is considered "Closed" as evidenced by the signatures of the authorized parties to this Agreement herein below and executed in duplicate.


13. Commitment to Corporation:

The Corporation intends to donate half of all its acquired Stock to the Free and Clear Foundations of America, Inc., essentially making the Foundation a part owner in any Company in which Corporation has an acquired interest. Agent shall be solely committed to Corporation and will not represent Foundations or other non-profit agencies of Foundations in any matters relating to Foundations ownership of Shares in any Company.

Both the Agent and Free and Clear Foundations of America shall be committed to supporting a strong Company relationship, strategic interests, products, services and working jointly with Corporation and Company to implement certain confidential international business plans which will result in mutual profitability to all parties concerned.

The undersigned duly hereby execute the mutual agreements set forth herein and on this ___ day of __________ 2003.

Very truly yours,


Gabor Sandor Acs

REVIEWED AND AGREED TO:

______________________________

/s/ ________________________

By: _____________________________
Authorized Agent

Date: January ____, 2004


REVIEWED AND AGREED TO:

Advanced Capital Services Corporation, a Delaware Private Venture Capital Company

By: /s/Gabor Sandor Acs
Gabor Sandor Acs, President

Date: January 8th, 2004