                             AGENCY AGREEMENT
                        (Terms of Distributorship)

The purpose of the terms set forth below are to identify the benefits which
accrue to bonafide distributors of the Offshore Advisor (OA).  All terms
defined herein do not constitute a contract as such, purely the amount(s)
of commission payable to distributors who, in signing and returning this
letter of understanding to the offices of the OA, agree to accept these
terms.

Agent: (Or Distributor) - may be either an individual, corporation or other
organized body or association who may choose to promote the sale of
subscriptions for the OA to third parties, and benefit monetarily through
doing so, as set forth below.

Publisher: Offshore Inc.

It is hereby understood and agreed that;

1.   The Publisher will pay the Agent, Thirty Percent (30%) of the
     subscription price received for every subscription which is sold by
     the direct efforts of the agent. 

     a)   A bonafide Agent is one who by entering into this agreement, will
          be designated an Agency Number which will be affixed to all
          authorized subscription offers for the OA distributed by said
          agent and will be the means from which the commissions due to the
          Agent are calculated.

     b)   In the first instance, the Agent as described herein will be
          considered a "Primary" or "L1" Agent.

2.   Each bonafide Agent may recruit as many sub-agents as desired.  Each
     bonafide sub-agent or "Secondary" or "L2" Agent will be entitled to
     the amount of Twenty Five Percent (25%) of the subscription price of
     each subscription which is sold by their direct efforts.

     a)   Each L2 Agent that is registered with OA through the direct
          efforts of an L1 Agent will be designated an Agency Number which
          coincides with the Agency Number of the "L1" Agent and will be
          the means from which the commissions due to both Agents are
          calculated.

     b)   The L1 Agent will receive Five Percent (5%) of the subscription
          price of every subscription which is sold by the direct efforts
          of the L2 Agent.

3.   Each bonafide L2 Agent may also recruit as many sub-agents as desired. 
     Each bonafide Third Level Agent or "L3" Agent will be entitled to the
     amount of Twenty Percent (20%) of the subscription price of each
     subscription which is sold by their direct efforts.

     a)   Each L3 Agent that is registered with OA through the direct
          efforts of an L2 Agent will be designated an Agency Number which
          coincides with the Agency Number of the "L2" Agent and will be
          the means from which the commissions due to all Agents are
          calculated.

     b)   Both the L1 & L2 Agents will each receive Two and One Half
          Percent (2.5%) of the subscription price of every subscription
          which is sold by the direct efforts of the L3 Agent.

4.   Remuneration levels above are consistent with the 12 month period from
     the receipt of the subscription fee(s) and will carry a residual
     commission of Two and One Half Percent (2.5%) payable yearly (Pro-
     Rata) for renewal subscriptions.  Such payment will coincide with the
     subject renewal.

5.   Three Agents that have the largest volume of paid subscriptions for
     that year will be chosen annually, on the anniversary of the first
     paid issue.  This is purely volume of sales on an individual level,
     exclusive of any sub-agent sales.

     Those with the greatest volume will be invited to choose from a list
     of awards which will range from all-expense paid trip(s), free
     registrations to events relative to the activities of the OA, and/or
     cash, carefully placed investments in similar amounts etc.

6.   L1 and L2 agents will also be credited for 5% of the volume of their
     Sub-Agents.  This override volume will accrue with individual sales
     volume as additional individual volume.

7.   L2 and L3 agents who wish to participate at the L1 agency level may do
     so by qualifying as fully accredited agents for a period of not less
     than Two (2) consecutive months, with a minimum of 10 subscriptions
     per month in each of those two months.  Upon achieving this level of
     sales, each L2 or L3 agent may request L1 status.

     a)   As L2 and L3 Agents become L1 Agents, the recruiting agent will
          be provided with a further level of residual income in the form
          of Two and One Half Percent (2.5%) of the volume of the paid
          subscriptions from every subscription which is sold by the direct
          efforts of the new L1 Agent.  

     b)   Each new L1 Agent will have full rights and benefits as are
          available to any L1 Agent.

     c)   Each Sub Agent who may be recruited by a "cloned" L1 Agent will
          have full rights and benefits as available to any other Sub
          Agent, including the right to achieve L1 status themselves.

8.   Residual commissions (those paid on volume of sales of the levels
     below L1 Agent) will accrue up to and including but no more than 3
     levels of successive new L1 Agents.

     a)   Residual commissions will be paid to the beneficiaries of the
          receiving agent, for such time as there are commissions payable
          through the original efforts of the agent due such commissions,
          or until such time as the OA should cease to trade.

9.   No Agent may claim to be an employee or paid representative of the
     Publisher.  Each Agent is an independent contractor who shall not
     alter the terms of nor deface any offer to subscribe issued by the
     Publisher.  The agent will be responsible for his/her own tax or other
     business expenses and must be aware that the Agents conduct as an
     independent contractor is in no way the responsibility of the
     Publisher.

10.  The Publisher, it's employees, successors and/or assigns, assume no
     liability to all or any agents beyond the amount(s) of total
     commission earned.  Any dispute that may arise in regard to the
     payment of or receipt of any amount which may or may not be contested,
     shall be arbitrated by independent counsel and audit, the cost of
     which shall be the responsibility of the party found to be in default.


Agreed to this ____ day of ___________, 199




Signed: ___________________________________ (Agent)

Name:(printed)___________________________________

Address: ___________________________________  Tel:(___) ___-____
         ___________________________________  Fax:(___) ___-____


* Office Use Only * 

Agency #:_________________ Agency Level: ____ Introducing Agent #:_______

Registration Date:___/___/____   A.L.I.D. _____________ 
