Sample Business Contracts

Sales Agency Agreement - MCI Wireless Inc., WorldComm Wireless Inc. and IDS Cellular Inc.

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                             SALES AGENCY AGREEMENT

         AGREEMENT made by and between MCI Wireless, Inc., WorldCom Wireless,
Inc., and their wireless affiliates, d/b/a MCI WorldCom Wireless ("MWW"), with
offices at 1717 Pennsylvania Avenue, N.W., Washington, D.C. 20006, and IDS
Cellular, Inc. ("Agent"), a Florida corporation, with offices at 4401 No.
Federal Highway, Boca Raton, Florida 33431.

         WHEREAS, MWW wishes to expand access to its wireless telephone
commercial mobile radio services ("MWW Services"); and

         WHEREAS, Agent desires to market MWW Services as an independent
authorized agent of MWW pursuant to the terms and conditions-set forth herein.

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and other good and valuable consideration, the adequacy and
receipt of which is hereby acknowledged, the parties agree as follows:

1.       Appointment of Agent

         Subject to the terms of this Agreement, Agent is hereby appointed an
         independent sales agent with limited authority to solicit, on behalf of
         MWW, customers for the MWW Services. Such solicitation may occur in
         person, Online (i.e., on Agent's World Wide Web site), or through any
         other method that meets the requirements of this, Agreement and which
         has been agreed-to in advance by MWW. The parties acknowledge and agree
         that the agency relationship established by this Agreement is for the
         solicitation of wireless telephone communication service and not for
         the sale of phones or other equipment to be used in conjunction with
         such services. Any sales by Agent of phones or other equipment shall be
         solely on the account of Agent and Agent shall not represent that MWW
         is in any manner associated with such sale, even if Agent resells
         phones or equipment purchased from MWW.

2.       Acceptance of Agent Appointment

         Agent hereby accepts the appointment by MWW as its authorized sales
         agent to solicit orders from customers for the MWW Services, subject to
         the terms and conditions of this Agreement within the MWW-served market
         area(s) listed oil Schedule A, as MWW defines the market area(s) from
         time to time ("Agent Sales Territory"). Each such request for MWW
         Service to an individual Mobile Identification Number ("MIN") is
         referred to herein as an Order, which when the MIN is activated, is
         referred to as an Account. Agent acknowledges that this is an
         appointment of limited agency with restricted authority to act on
         behalf of MWW Services.

3.       Commissions/Restrictions

         a.       After receipt by MWW of (1) an original service application
                  and agreement signed by the applicant (including authorization
                  to check the applicant's credit), the applicant's driver's
                  license and/or corporate letter of authorization (as
                  applicable) (collectively, these elements are referred to here
                  as the "Order Documentation "), and (ii) acceptance of an
                  Order by MWW, MWW shall pay the Agent an activation commission
                  as set forth in .Section 4 below. In the instance of an Order
                  solicited and received Online (an "Online Order"), the Order
                  Documentation must meet the requirements of Section 7 below.

         b.       Unless otherwise agreed in writing by MWW, the only
                  commissions or other compensation due Agent are those
                  commissions payable pursuant to Section 4 below.

         c.       Any activation commission paid by MWW to Agent shall be
                  refunded if the Account on which the activation is paid is
                  deactivated within the first 180 days, or if MWW determines in
                  its sole discretion that the Account was obtained as a result
                  of fraud, misrepresentation, misleading information, or other
                  material departure from MWW's stated policies, practices or
                  marketing positions as they may change from time to time,
                  including but not limited to those relating to Online Orders.
                  Any credit issued to an Account to resolve any issue caused by
                  Agent or its representatives making any misleading, improper
                  or inaccurate representation, such as implying that the
                  customer may be given a price plan or discount that is not
                  authorized in MWW's published price lists may be set off
                  against any commission amounts owed to Agent under this
                  Agreement. It is agreed by Agent that any activation
                  commissions or bonus payments due Agent may be retained by MWW
                  to offset any debts owed to MWW by Agent for equipment or
                  otherwise. In the event that Agent files any bankruptcy
                  proceeding or has such a proceeding filed against it, Agent
                  specifically agrees that MWW's right to offset as described
                  herein shall continue unabated.

         d.       (i)      Agent shall not utilize or allow non-employee
                           Personnel (as defined in Section 9.c below) to offer
                           MWW Services or otherwise assist in the Performance
                           of this Agreement (whether directly, through an
                           Online site, or otherwise) without MWW's prior
                           written approval. MWW reserves the right to direct
                           Agent to bar any of its non- employee Personnel
                           (including all such Personnel associated with a
                           particular subagent or other entity) from selling MWW
                           Services if, in MWW's sole opinion, any one of such
                           Personnel has not complied with MWW sales guidelines
                           or the terms of this Agreement.

                  (ii)     Agent is liable for any breach of this Agreement by
                           any of its Personnel. MWW is not liable to pay
                           commissions under this


                           Agreement or otherwise for revenue generated by any
                           non-employee Personnel not approved by MWW as
                           provided for in this Agreement. Agent's Personnel
                           have no claim against MWW for commissions, salaries
                           or other items of expense. Agent expressly agrees
                           that all of Personnel are subordinate to Agent and
                           subject to all rules, restrictions and regulations
                           set forth in this Agreement that are applicable to
                           Agent. Breach of this Section 3.d. by Agent is an
                           Irregular Marketing Activity for purposes of this

         e.       Subject to the restrictions of Section 2 and-Schedule A, the
                  territory in which Agent may sell the MWW Services may never
                  exceed that portion of the United States, not including any
                  possession, territory, commonwealth or dependency thereof, in
                  which MWW has the legal and regulatory authority to provide
                  the MWW Service ("MWW Service Territory"). Changes in MWW's
                  legal and regulatory authority to provide the MWW Service will
                  reduce or enlarge the MWW Service Territory during the course
                  of this Agreement.

         f.       Agent shall not knowingly and without MWW prior written
                  consent, solicit any person or, entity that is a common
                  carrier of telecommunications service, or which is all MCI
                  Corporate National Account (also known as MCI Large Accounts),
                  or which is any of the following: (i) a user of MWW Service
                  (except for the purpose of selling additional service); (ii) a
                  reseller or rebiller of MWW Service; or, (iii) an agent or
                  subagent of Agent for further solicitation of MWW Service.
                  Solicitation of a prohibited customer shall be deemed a
                  material breach of this Agreement.

         g.       Unless otherwise agreed in writing by MWW, no commissions or
                  other compensation will be paid for usage derived from any
                  person or entity that was a MWW customer at the time MWW
                  received the Agent's Order Documentation submission or during
                  the ninety (90) days preceding the customer's Order.
                  Commissions will not be payable on monthly usage derived from
                  any person or entity that is a MCI National Account (such as
                  accounts that are multinational, corporate, global, etc.)
                  unless preapproved in writing by MWW.

4.       Commissions/Calculation

         a.       Activation commissions will be paid according to the
                  Attachment "A" schedule based on the monthly access charge of
                  the calling plan of the Account activated, except as provided
                  in subsection b.

         b.       MWW may choose to offer special promotions for which Agent
                  will receive a reduced commission so long as Agent is told in
                  advance of the commission that will be paid in connection with
                  such promotions.


5.       Term and Termination

         a.       The term of this Agreement begins the first day of the month
                  following the execution of this Agreement by both parties
                  ("Effective Date") and continues for a period of one (1) year.
                  Either party may terminate this Agreement with or without
                  cause at any time upon ninety (90) days prior, written notice
                  to the other party.

         b.       MWW may terminate, this Agreement with cause: (1) for breach
                  by Agent of any provision of this Agreement provided that
                  written notice of breach has been given to Agent and such
                  breach has not been cured within thirty (30) days after
                  delivery of such notice; (ii) immediately upon notice and
                  without any cure period if MWW discovers any Irregular
                  Marketing Activity by Agent, including, but not limited to,
                  solicitation or marketing of customers outside the Agent Sales
                  Territory (including, without limitation, by failing to
                  provide prominent notice to persons visiting the Agent Online
                  Site of the geographic limits on Agent's authority to sell MWW
                  Services); (iv) immediately upon notice and without any cure
                  period for unethical conduct by Agent including, but not
                  limited to, offering or providing to any MWW sales agent or
                  employee any financial or other incentive for the purpose of
                  obtaining customer leads or other information which is deemed
                  to, be beneficial to the Agent; and (v) immediately upon
                  notice and without any cure period if use of the MWW Services
                  by Agent is deemed to be for any illegal purpose or if Agent
                  uses the MWW Services to send any message which is illegal,
                  obscene, indecent, threatening or harassing, including but,
                  not limited to, the transmission of unsolicited messages, or
                  messages which infringe any third party's proprietary right.
                  For purposes of this Agreement, "Irregular Marketing Activity"
                  means any activity that constitutes a clear and material
                  breach or is otherwise clearly and materially inconsistent
                  with the terms of this Agreement or which, in MWW's reasonable
                  judgment, would harm MWW's reputation if it were publicly
                  known. Irregular Marketing Activity includes without
                  limitation those activities referred to in this Agreement as
                  Irregular Marketing Activities.

         c.       MWW has no liability to Agent for commissions from usage by a
                  customer if Agent knowingly solicited such a customer who uses
                  the MWW Services to send any message which is illegal,
                  obscene, indecent, threatening or harassing, including but not
                  limited to, the transmission of unsolicited messages which
                  infringe any third party's proprietary right. MWW also has no
                  obligation to pay commissions in any instance where Agent is
                  knowingly involved in any deceitful or fraudulent activity,
                  such as cloning or otherwise.


         d.       If MWW terminates this Agreement for cause, Agent waives all
                  claims for any expected commissions or profits or for any
                  investments, expenditures or commitments made in connection
                  with this Agreement.

         e.       If MWW terminates this Agreement, in whole or in part, during
                  the Term pursuant to Section 5.a, MWW will pay Agent for those
                  outstanding current activations due Agent. Agent will not
                  continue to receive any payments if Agent approaches any of
                  the Accounts for which Agent was paid or is due a commission
                  for any purpose that may lead to a deactivation or
                  disconnection of wireless service. Agent will only receive a
                  commission for an Account upon receipt of proper Order

         f.       Upon the expiration or termination of this Agreement, Agent
                  shall immediately discontinue solicitation of Online Orders,
                  and remove from the Agent Online Site all references to MWW
                  and MWW Services as well as the capability for visitors to
                  that Site to order MWW Services. With MWW's prior written
                  approval of its content, appearance and duration, Agent may
                  display on the Site for a limited time a transitional message
                  stating that the Agent is no longer selling MWW Services.

         g.       It any regulatory, Judicial, or legislative body having
                  jurisdiction over the way in which the MWW Services or other
                  services referenced herein are provided, changes the manner in
                  which the MWW Services are permitted to be provided, MWW may
                  then terminate this Agreement in its sole discretion
                  immediately upon notice and without further liability for new
                  activation commissions, or otherwise.

6.       Order Acceptance

         a.       Agent expressly acknowledges that: (i) its appointment
                  hereunder is as a non-exclusive sales representative for MWW
                  Services as offered by MWW; (ii) any solicitation by Agent of
                  Orders from customers for the MWW Services will be subject to
                  MWW acceptance, in its sole discretion, of such Orders and the
                  availability, from time to time, of the MWW Services; (iii)
                  MWW has no responsibility or liability whatsoever to Agent
                  with respect to the continued availability or operation of the
                  MWW Services or MWW's acceptance of, or failure to accept,
                  Orders for the MWW Services from customers solicited by Agent,
                  and, (iv) MWW has the right to independently verify all Orders
                  submitted by Agent and reject without penalty any Orders not
                  verified as accurate or complete. Agent agrees to use the
                  wireless service activation and other forms (and their online
                  equivalents) supplied by MWW and to comply with all reasonable
                  procedures prescribed by MWW for solicitation of MWW Service
                  Orders (including without limitation those relating to Online
                  Orders). Agent agrees to secure original signed wireless
                  service agreements from all Orders prior to activating such
                  Orders for MWW Services and to


                  submit the wireless service agreements by mail to MWW within
                  thirty (30) business days of initiation of service. In the
                  instance of an Online Order, Agent must submit wireless
                  service agreements as specified in Section 7 below. MWW will
                  have no obligation to pay activation commissions on any
                  Account unless the sign ed application for that Account is
                  received within ninety (90) days of the MIN being activated.
                  Agent will not, under any circumstances, activate any customer
                  without MWW prior consent and credit approval.

         b.       MWW may, from time to time and at its discretion, submit leads
                  of potential customers to Agent. The submission of any lead is
                  not and may not be deemed to be MWW approval of the lead as a
                  customer and Agent is responsible for ensuring that the lead
                  is a proper customer prior to submitting any Order, though
                  Agent is under no obligation to so solicit the leads submitted
                  by MWW. MWW may, as set forth in this Agreement, refuse any
                  Order for service submitted by Agent from leads referred to
                  Agent by MWW.

         c.       As indicated above, all Orders submitted by Agent are subject
                  to credit screening and credit approval by MWW in its sole
                  discretion. MWW has the absolute right to reject Orders or
                  require deposits or other forms of security based on MWW's
                  estimation of customer's creditworthiness.

7.       Online Sales

         a.       Online Sales Channel. As provided in this Agreement, Agent may
                  solicit and receive Orders from customers for MWW Services on
                  Agent's Online Site. Online orders be accepted only when
                  accompanied by all appropriate, valid credit card. For
                  purposes of this Agreement, those pages and other related
                  parts of the Agent's Online Site which Agent uses, in whole or
                  in part, to promote or sell MWW Services is referred to as the
                  Agent's Online Site. The Agent's Online Site must display
                  branding and other information so that a person visiting the
                  Site would readily understand that the Site belongs to Agent
                  and that the offers and representations made on the Site are
                  made by Agent. Agent is responsible for all aspects of the
                  Agent Online Site, whether or not Agent creates, operates and
                  maintains all aspects directly, through contractors or
                  otherwise MWW, at it's sole discretion, has the right to
                  review, approve or deny any Site representations of MWW
                  services which are not in compliance with this agreement.
                  Agent's Site must at all times display the current and correct
                  published rates and services as authorized by MWW.

         b.       Online Order Process. The process through which customers may
                  order MWW Services on the Agent Online Site must include
                  (without limitation) the following functionalities:


                  (i)      Notify Site visitors of available MWW Services, rate
                           plans, optional features and associated rates, terms
                           and conditions of service, and other associated

                  (ii)     Allow a Site visitor to submit an order for MWW
                           Services only after taking affirmative actions that
                           (1) prominently display All material services
                           selected by the Site Visitor (including options) and
                           all associated rates and charges, and (2) indicate
                           that he/she has read and understands the listed
                           services and associated charges and agrees to
                           subscribe to them.

                  (iii)    Notify Site visitors that customers must agree to
                           terms and conditions of service.

                  (iv)     Allow a Site visitor to submit an order for MWW
                           Services only after taking affirmative actions that
                           (1) prominently and legibly display full terms and
                           conditions of service on screen and (2) indicate that
                           he/she has read and understands the terms and
                           conditions and agrees to them. The Site visitor must
                           be given the option to indicate that he/she does not
                           agree to the tent s and conditions, which will
                           prevent him/her from submitting an order.

                  (v)      Allow all Site visitors the option of rejecting the
                           terms and conditions of service, which will prevent
                           the Order from being submitted.

                  (vi)     Reject an Order (and immediately inform the person
                           submitting it that the Order has been rejected) if
                           any of the following pieces of information don't

                           -    Credit Card Billing Address, Invoice Billing
                                Address, and Shipping Address

                  (vii)    Send a confirming email to the customer's email
                           address confirming or rejecting the order. If the
                           order is accepted, the confirming email must also
                           contain MWW's online terms and conditions.

                  (viii)   Agent must utilize MWW approved customer
                           "verification software" packages or other industry
                           accepted verification software packages which MWW has
                           reviewed and approved for agent*s online order
                           processing in advance of taking orders.

         c.       Online Order Documentation and Retention.

                  (i)      Agent must store and retain for at least two years
                           full documentation of every Online Order and the
                           representations and offers that the


                           customer saw on Agent's Online Site during the same
                           online session (whether before or after the customer
                           submitted the order) in which the customer placed the
                           Online Order.

                  (ii)     Upon a request from WNW, Agent must promptly retrieve
                           and provide such documentation to MWW in the format
                           and medium requested by MWW. Such retrieval and
                           production must typically be available within 24 to
                           48 hours; under no circumstances may such retrieval
                           and production take more than 3 business days. In the
                           event the Agent does not provide such documentation,
                           the Agent is solely liable for all charges incurred
                           associated with the account in question should there
                           be fraud-related issues. MWW at it's sole discretion
                           can offset any fraud related charges against
                           commissions earned in addition to any commissions or
                           bonus payments associated with the original order

                  (iii)    Agent must take reasonable measures to preserve and
                           protect the Online Order documentation, including
                           maintaining two sets of all such documentation,
                           stored in different, secure buildings. The
                           documentation must be stored in a manner reasonably
                           calculated to preserve it in a retrievable, usable
                           form, in light of the then-current information
                           available about the effects of light, temperature,
                           moisture, magnetic forces and other variables on the
                           mediums in which the documentation is stored.

                  (iv)     Agent's documentation of each Online Order must
                           include (without limitation) the following:

                           o        Completed service application and agreement,
                                    including all optional services selected by
                                    the customer and all related charges
                           o        Online "signature" of a type that is equal
                                    to or better than the industry (online
                                    wireless) standard and consistent with the
                                    requirements (if any) of the state in which
                                    the customer lives
                           o        Terms and conditions of service in effect at
                                    the time the customer submitted the Order
                           o        All other material offers, promotions and
                                    other representations displayed to the
                                    customer in the course of the Online Order
                           o        Applicant's electronic mail address
                           o        Credit Card information (including without
                                    limitation Credit Card Account Name and
                                    Billing Address)
                           o        Billing Name and Address
                           o        Shipping Name and Address (if applicable)
                           o        Service Name and Address (if different from
                                    Billing Address)


                           o        Social Security Number
                           o        Driver's License or other State ID

         d.       Required Online Content.

                  Prior to the agents Online Site becoming operational and
                  available to tile public, and with the pre-approval of MWW,
                  the Agent's Online Site must contain (without limitation) the
                  following content, the existence of which must be clearly and
                  conspicuously displayed to any visitor to the Site.

                  o        Statement of Geographic Limits of Agent's Sales
                           Authority and MWW Service Authority
                  o        Privacy Statement (following FTC guidelines)
                  o        Terms and Conditions of MWW Service
                  o        MWW must receive visibility on Agent's Online Site
                           equal to or better than any other wireless carrier
                  o        Wherever customer's email address is sought, a notice
                           of how Agent will use that address and information on
                           how the customer can stop such use

         e.       Operational Standards.

                  The Agent Online Site must be operational and fully functional
                  in all material respects (i.e., capable of displaying
                  information and conducting transactions as contemplated in the
                  ordinary course of business) at least ninety-seven percent
                  (97%) of the time during any thirty (30) day period.

         f.       Legal Requirements.

                  Agent's Online Site, and Agent's activities related to it,
                  will at all times comply with all relevant legal requirements,
                  including without limitation those relating to the use of
                  personal and other information collected online, the use of
                  promotional email ("spamming"), the taxation and documentation
                  of sales, and other consumer protection measures.

         g.       Online Site Exclusivity.

                  To the greatest extent reasonably possible, Agent shall set
                  aside a part of its Agent Online Site exclusively for MWW,
                  within which it will not sell or permit any links, pointers,
                  sponsorships, promotions or similar advertisements or rights.

         h.       Notification of Fraudulent Activity.

                  To the extent permitted by law, and at the earliest
                  practicable time after Agent believes or has a reasonable
                  basis to believe that an Online Order is


                  fraudulent or otherwise not valid, Agent will report that
                  belief and the basis for it to MWW, including the date, the
                  MWW Services ordered, and the electronic mail address of the
                  applicant. In the event the Agent does not provide such
                  notification, the Agent is solely liable for all charges
                  incurred associated with the account in question should there
                  be fraud related issues. MWW at it's sole discretion can
                  offset any fraud related charges against commissions earned in
                  addition to any commissions or bonus payments associated with
                  the original order acceptance.

         i.       Ownership of Agent Online Site.

                  The parties acknowledge and agree that as between Agent and
                  MWW, Agent owns all right, title and interest in and to the
                  Online Site, subject to MWW's ownership rights in any MWW
                  trademarks or copyrighted materials within the Agent Online

         j.       Warranty.

                  Agent represents and warrants for the benefit of MWW that
                  during the Term: (I) the content developed by Agent, or on its
                  behalf, on the Agent's Online Site, does not and will not
                  infringe any copyright, trademarks, or trade secrets of any
                  third party and does not and will not constitute a defamation
                  or invasion of the rights of privacy or publicity of any third
                  party; and (ii) the Agent's Online Site does not violate the
                  laws, statutes, or regulations of any jurisdiction.

         k.       MWW Right to Audit.

                  As previously noted, Agent must keep detailed records of all
                  material aspects of any Online Order. Upon thirty (30) days'
                  prior notice to Agent, MWW may conduct an audit of these and
                  any other records to determine Agent's compliance with this
                  Agreement's requirements relating to online activity,
                  including federal and state legal requirements. Such audits
                  will be at MWW's expense except that Agent shall reimburse MWW
                  for that part of any audit relating to an area in which the
                  Agent was determined to have materially failed to meet a
                  requirement under this Agreement. In no event, however, will
                  MWW's review of the Agent's Online Site relieve or lessen
                  Agent's obligations under the Agreement.

8.       Reporting for Commission Payment

         a.       Agent will provide MWW with monthly commission reporting,
                  which will include all customer orders accepted by Agent and
                  for which commissions are due hereunder. Agent will also agree
                  to submit to MWW any other


                  reasonable reporting information requests as set forth from
                  time to time by MWW's accounts payable organization.

                  MWW will provide to Agent a detailed monthly statement of the
                  activation commissions earned by Agent. For purposes of this
                  Agreement, activation of an Account's wireless telephone MIN
                  occurs when that Account's ANI is established in MWW's order
                  entry and billing systems.

         b.       A customer solicited by Agent becomes an MWW customer with
                  respect to the MWW Services at the time the Account is
                  accepted by MWW. Agent may maintain periodic contact with the
                  customer for purposes unrelated to the MWW Services and as is
                  required for warranty service, installation or maintenance of
                  equipment, or sale of new equipment or the activation of new
                  or supplemental wireless telephone lines. MWW will bill each
                  Account for the MWW Services. MWW is responsible for issuing
                  invoices and collecting all charges for the MWW Services.

         c.       MWW will pay commissions monthly. MWW will use reasonable
                  efforts to calculate and pay commissions sixty (60) days after
                  close of each month. MWW has no liability to pay commissions
                  on any sales not made in accordance with the terms of this
                  Agreement. MWW may deduct from any amounts due Agent, any
                  amounts which Agent may owe to MWW or its affiliates under
                  this Agreement or otherwise.

9.       Relationship of Parties

         a.       Agent has no authority to bind MWW by contract or otherwise or
                  to make representations as to the policies and procedures of
                  MWW other than as specifically authorized by this Agreement.
                  MWW and Agent acknowledge and agree that the relationship
                  arising from this Agreement does not constitute or create a
                  general agency, joint venture, partnership, employee
                  relationship or franchise between them and that Agent is an
                  independent contractor with respect to the services provided
                  by it under this Agreement.

         b.       Agent shall identify itself as an authorized representative of
                  MWW only with respect to the services covered by this
                  Agreement and shall otherwise identify itself as an
                  independent business. Unless specifically authorized in
                  writing, neither MWW nor Agent shall make any express or
                  implied agreements, guarantees or representations, or incur
                  any debt, in the name of or on behalf of the other.

         c.       Agent's Personnel (as defined below) are not and may not be
                  deemed to be MWW employees or joint employees. Agent assumes
                  full responsibility for the acts of its employees and for
                  their supervision, daily direction and control. Agent is
                  equally responsible for the actions of any subcontractors,


                  subagents, consultants or other agents or representatives of
                  Agent as if they were Agent's employees. Collectively, Agent's
                  employees, subcontractors, subagents, consultants and other
                  agents and representatives arc referred to herein as Agent's
                  Personnel. MWW is not responsible for worker's compensation,
                  disability benefits, unemployment insurance, withholding
                  taxes, social security or any other taxes or benefits for
                  Agent's Personnel.

                  PERMITTED BY MWW IN WRITING.

         e.       Agent, and not MWW, is fully responsible for all content and
                  functionality of Agent's Online Site. MWW is responsible only
                  for MWW-created materials and information it provides to Agent
                  that is used in the manner for which it was provided.

         f.       This Agreement is not intended to and does not create any
                  third party beneficiaries to the rights and obligations set
                  forth herein, nor may any third party beneficiaries be
                  inferred by operation of law or otherwise.

10.      Marketing

         a.       On a semiannual basis, Agent will provide to MWW sales
                  projections for the next six (6) months, specifying volumes
                  for each applicable sales channel (e.g., retail, online).

         b.       Agent shall provide to MWW, for MWW prompt approval, all
                  promotional materials related to the MWW Services, including,
                  but not limited to, the content to be used in the Agent's
                  Online, print ads, radio scripts, television commercials,
                  sales brochures, telemarketing scripts and supporting
                  materials, publicity and press releases and user's manuals,
                  whether or not such materials explicitly refer to MWW. Agent
                  may not use any such promotional materials or otherwise make
                  public references to MWW (including telemarketing) without MWW
                  prior written approval, which approval will not be
                  unreasonably withheld. All such materials must be sent to the
                  addresses noted in Sections 16 and 20 hereof for approval. MWW
                  will use reasonable efforts to provide written approval to
                  Agent on such promotional materials within twenty-one (21)
                  days of receipt of such materials. However, non-response by
                  MWW does not constitute approval of such materials by MWW. In
                  addition, all presentations and representations will be
                  consistent with, and must not misrepresent, MWW product
                  offerings as may be in effect from time to time. Failure to


                  MWW approval for promotional materials or other public
                  references to MWW is an Irregular Marketing Activity.

         c.       Agent shall not convey to customers or prospective customers
                  that the MWW Services are available only from the Agent or
                  only in conjunction with any other product or service of

         d.       Agent shall provide MWW with such periodic and special reports
                  relating to its activities under this Agreement as MWW may
                  reasonably request from time to time.

11.      Sales Aid and Training

         a.       MWW will provide Agents with an initial sales kit for each of
                  Agent's sales representatives that includes a program
                  description, sales literature, sales aids, and order forms to
                  be used by Agent in its activities as provided by this

         b.       Agent shall use MWW approved marketing materials (including
                  telemarketing scripts) and order forms only. Where such
                  materials and forms are adapted for use online, Agent shall
                  obtain MWW approval for the materials and forms as adapted.

         c.       Each sales representative authorized or acting on behalf of
                  Agent shall be fully and competently trained in the MWW
                  Services and product sales. Agent shall not use, employ or
                  allow any sales representative who is not trained and
                  reasonably knowledgeable about the MWW Services.

12.      Standards of Conduct

         Agent shall give prompt, courteous and efficient service to the public
         and all business dealings with members of the public will be governed
         by the highest standards of honesty, integrity and fair dealing. Agent
         will do nothing, which would tend to discredit, dishonor, reflect
         adversely upon or In any manner injure the reputation of MWW.

13.      Non-Competition.

         a.       At no time during or after the termination of this Agreement
                  may Agent use any Confidential Information for any purpose
                  other than to solicit customers for the MWW Services.

         b.       After normal expiration of the term or earlier termination of
                  this Agreement (except termination with cause), Agent shall
                  not promote or sell to MWW customers, including without
                  limitation through any online promotions or


                  electronic mail, or provide leads of MWW customers for, the
                  services of any other person or entity that offers services
                  identical or similar to any one or more of the MWW Services
                  for as long as MWW is paying a commission under this Agreement
                  or for three (3) months after termination, whichever is

         c.       Upon termination with cause pursuant to the provisions of
                  Section 5.b. of this Agreement, Agent shall not promote or
                  sell to MWW customers, or provide leads of MWW customers for,
                  the services of any other person or entity that offers service
                  identical or similar to any one or more of the MWW Services
                  for as long as MWW is paying a commission under this Agreement
                  or for twelve (12) months after termination, whichever is

14.      Confidentiality; Publicity

         a.       For purposes of this Agreement, "Confidential Information"
                  means information disclosed by one party ("Owner") to the
                  other party ("Recipient") which relates to the subject matter
                  of this Agreement, including, but not limited to customer,
                  business and/or technical information and data, or which,
                  although not related to such subject matter, is nevertheless
                  disclosed. as a result of the parties' discussions in that
                  regard, and which, in any case, is disclosed by Owner, or an
                  affiliate of the Owner, to Recipient in document or other
                  tangible form or electronic form bearing an appropriate legend
                  indicating its confidential or proprietary nature, or which,
                  if initially disclosed orally or visually is identified as
                  confidential at the time of disclosure (or if disclosed
                  visually by electronic means, the identification as
                  confidential may be delayed a reasonable time) and a written
                  summary thereof, also marked with such a, legend, is provided
                  to Recipient within ten (10) days of the initial, disclosure.
                  The following information is automatically deemed confidential
                  and proprietary with need of any further legend or notice: (i)
                  all customer account and service record information, (ii) all
                  commission-related information, and (iii) all MWW information
                  to which Agent obtains access through a nonpublic Internet or
                  other electronic information source.

         b.       During the Term of this Agreement, Recipient may use the
                  Confidential Information of Owner only for the purpose of this
                  Agreement, and shall protect such Confidential Information
                  from disclosure to others, using the same degree of care used
                  to protect its own proprietary information of like importance,
                  but in any case using no less than a reasonable degree of
                  care. Recipient may disclose Confidential Information received
                  hereunder only to its approved Personnel having a need to know
                  for the purposes of this Agreement, and who are bound in
                  writing to protect the Confidential Information from
                  unauthorized use and disclosure. Owner has the right to
                  injunctive relief in the event of any breach or threatened
                  breach of this Section 14.


         c.       The restrictions of this Agreement on use and disclosure of
                  Confidential Information do not apply to information that:

                  (i)      is in the possession or control of Recipient at the
                           time of its disclosure hereunder through no wrongful
                           act of Recipient and with no obligation to Owner not
                           to disclose it;

                  (ii)     is, or becomes, publicly known through no wrongful
                           act of Recipient, subsequent to the time of Owner's
                           communication thereof to the Recipient,

                  (iii)    is received by Recipient from a third party free to
                           disclose it without obligation to Owner;

                  (iv)     is developed independently by Recipient without
                           reference to any of Owner's confidential information
                           or other information that owner disclosed in
                           confidence to any third party; or

                  (v)      is identified by Owner as no longer proprietary or

         d.       Confidential Information disclosed under this Agreement
                  (including information in computer software or held in
                  electronic storage media) is and will remain the property of
                  Owner. All such information, whether in tangible or intangible
                  form, must be either returned promptly to Owner or destroyed,
                  as requested by Owner, and must not thereafter be retained in
                  any form by Recipient, except that one (1) copy may be made
                  and retained solely as necessary for monitoring continued
                  compliance with this Agreement. No licenses or rights under
                  any patent, copyright, or trademark are granted or are to be
                  implied by this Agreement.

         e.       Agent acknowledges and shall inform its approved Personnel
                  that every password of a user is confidential to such user and
                  may not be revealed. Agent's Personnel shall not utilize user
                  passwords except in connection with the instruction of such
                  user. All such passwords are proprietary to MWW and its users.
                  Any improper use by Agent's Personnel of a password shall be
                  grounds for immediate termination with cause of this Agreement
                  by MWW.

         f.       Neither party shall disclose any of the terms or conditions of
                  this Agreement without the other party's prior written consent
                  except as required by subpoena or other judicial or
                  administrative process.


         g.       Neither party shall issue any publicity statement,
                  informational release or consent to any interview, relating to
                  this Agreement or its activities under this Agreement without
                  the prior written consent of the other party.

         h.       Any MWW specifications, drawings, sketches, data or technical
                  or business Information, and any other material which by its
                  nature should reasonably be understood to be confidential,
                  that is furnished or disclosed by MWW to Agent hereunder, is
                  Confidential Information and the exclusive property of MWW. In
                  particular, any customer names or lists identifying MWW
                  customers as such and related information or data ("Customer
                  Information") is Confidential Information, the exclusive
                  property of MWW and may be used by Agent solely in the
                  performance of its obligations and duties hereunder and is to
                  be returned to MWW upon termination of this Agreement.

         i.       In particular, both during the term of this Agreement and
                  thereafter, Agent shall not reveal, divulge, make known, sell,
                  exchange, lease or in any other way transfer any Customer
                  Information or other Confidential Information for purposes of
                  using said information to contact customer Accounts that were
                  activated by Agent or otherwise in competition with MWW or any
                  of its other agents. Agent agrees that monetary damages for
                  breach of its obligations under this Section may not be
                  adequate and that MWW will be entitled to injunctive relief
                  with respect thereto.

         j.       The terms and conditions of this Section will survive the
                  termination of this Agreement.

         k.       Any breach of the terms and conditions of this Section during
                  the Term of this Agreement by either party is grounds for
                  immediate termination of this Agreement with cause by the
                  non-breaching party.

         l.       Notwithstanding any terms to the contrary herein, Agent may
                  comply with any government order, court order or other decree
                  to produce or disclose the information after MWW has been
                  notified of the order or decree and had an opportunity to
                  prevent or restrict its production or disclosure. Agent will
                  provide such notice promptly.

15.      Tradenames and Trademarks

         a.       During the term of this Agreement, unless other-wise
                  instructed by MWW, Agent may refer to itself as an MWW
                  Authorized Sales Agent, but solely in connection with the
                  marketing of MWW Services to customers hereunder. Agent may
                  use MWW marks, tradename, and logo design only in marketing
                  materials, advertising, telemarketing, Agent's Online Site and
                  promotional literature (collectively, "Materials") in
                  conjunction with its sale of MWW products and services,
                  provided that any usage of any MWW mark or


                  tradename in such Materials and the advertising claims
                  associated therewith, in each instance, has been approved in
                  writing in advance by MWW.

         b.       Agent acknowledges and agrees that: (i) the marks are owned by
                  MWW; (ii) it will do nothing inconsistent with such ownership;
                  (iii) all use of the MWW marks by it will Inure to the benefit
                  of and be on behalf of MWW; (iv) that nothing in this grant
                  gives it any right, title or interest in MWW marks other than
                  the right to use the marks in accordance herewith; (v) it will
                  not attack MWW's title to the marks or the validity of this
                  rant; and (vi) further agrees to use MWW marks only in the
                  form and manner prescribed from time to time by MWW, and not
                  to use any other trademark or service mark in combination with
                  any of MWW's marks without the prior written approval of MWW.

         c.       The limited, nonexclusive authorization granted by this
                  Section 15 may not be assigned to any other entity or party
                  without the prior written approval of MWW.

         d.       Agent agrees, at its own expense, to defend, indemnify and
                  hold MWW harmless from and against any and all claims, suits,
                  actions, proceedings, judgments, damages, liabilities, costs
                  and expenses (including allocated costs of in-house counsel
                  and other attorneys' fees) arising either from use of MWW
                  marks by Agent or any third party authorized by Agent or
                  advertising claims made in connection therewith, other than a
                  claim based on an assertion by a third party either that MWW
                  does not own the marks, does not have the right to grant the
                  authorization provided herein, or that the substance of an
                  advertising claim approved by MWW is materially false or

         e.       Upon termination of this Agreement, any permission or right to
                  use Marks granted hereunder will cease to exist and Agent will
                  immediately cease any use of such marks and immediately cease
                  referring to itself as an MWW authorized sales agent.

16.      Advertising Review

         a.       Agent may under no circumstances advertise, telemarket or
                  otherwise make public representations about MWW products and
                  services without MWW's prior approval.

         b.       Agent agrees to submit all MWW Services-related advertising,
                  claims language and marketing materials (including but not
                  limited to business letterhead, business cards, print, content
                  for Agent's Online Site, radio or television advertising,
                  telemarketing scripts and related support, press


                  releases, flyers, brochures, posters and LOAs), whether or not
                  they refer explicitly to MWW Services, for prior written
                  approval to:


         For pre-approval prior to submitting the aforementioned, to:

                  Advertising Review Group
                  Law & Public Policy
                  MCI WorldCom
                  1133 19th Street, N. W.
                  Washington, D.C. 20036
                  ATTN: Director, Advertising Review Group

17.      Limitation of Liability

                  PERFORMANCE UNDER THIS AGREEMENT. The foregoing limitation
                  does not apply to Agent's indemnification obligations with
                  respect to liability to third parties under Section 18 below
                  and any violation of the non-competition provisions of Section
                  13 above.


         c.       Agent acknowledges and agrees that MWW directly, or through
                  other sales agents may offer the MWW Services in the MWW
                  Service Territory or elsewhere, and that Agent will be
                  entitled to no compensation for sales made through such other
                  channels. In the event MWW receives conflicting Orders for
                  service from different agents or MWW employees, MWW may, in
                  its sole discretion, determine who will receive credit for
                  such Orders. In the event of such conflicts relating to Orders
                  for the MWW Services, MWW may, in its


                  sole discretion, compensate Agent as if the Cider were for a
                  service subject to commission.

         d.       In the event MWW is required to enforce or preserve its rights
                  hereunder, Agent will pay all of MWW's reasonable attorney's
                  fees and costs including allocable costs of in-house counsel,
                  incurred in connection with any such successful action.

18.      Indemnification

         a.       Agent shall indemnify and hold harmless MWW, its affiliates,
                  employees, officers and directors from and against any and all
                  claims, actions, suits, proceedings, judgments, damages,
                  liabilities, costs and expenses, including reasonable
                  attorney's fees and allocable cost of in-house counsel,
                  arising directly or indirectly from breach of this Agreement,
                  negligent acts or omissions, or willful misconduct of Agent
                  (including all its Personnel, whether or not approved). MWW
                  shall give Agent prompt notice of any matter for which it has
                  an indemnification obligation. As between the parties, MWW
                  will control the defense of such action and settlement

         b.       Notwithstanding the above or other provisions of this Section
                  18, Agent agrees to defend, indemnify and hold harmless. MWW
                  and its affiliated companies, their directors, officers,
                  employees and agents from and against any claim or action
                  whatsoever arising from (i) operation of the Agent's Online
                  Site; or (ii) the use or representations by Agent and/or
                  customers and/or any third party authorized by Agent of the
                  MWW Services to transmit any message or other material which
                  may be libelous or which constitutes an infringement of any
                  copyright or trademark or third party proprietary right, or
                  which violates any provision of any applicable statute or
                  regulation of a Federal, state or local government, or which
                  constitutes false and/or misleading representations or
                  advertising claims.

         c.       Agent shall defend, indemnify and hold harmless MWW and its
                  affiliated companies, their directors, officers, employees and
                  agents, from any and all claim, liabilities, damages or
                  expenses (including allocated costs of in-house counsel and
                  other legal fees and costs) arising from or claimed to have
                  arisen from any fraudulent activity on the Agent's Online Site
                  or for any breaches of security on Agent's Online Site.

         d.       Agent shall defend, indemnify and hold harmless MWW and its
                  affiliated companies, their directors, officers, employees and
                  agents, from any and all


                  claims, liabilities, damages or expenses (including allocated
                  costs of inhouse counsel and other legal fees and costs)
                  arising from or claimed to have arisen from the payment or
                  nonpayment of any sums to Agent's Personnel or any other
                  person or entity with respect to MWW Services, and Agent shall
                  receive and respond to all inquiries related thereto.

         e.       Agent will immediately notify MWW in writing of the
                  commencement or threatened commencement of any action, suit or
                  proceeding, and of the issuance or threatened issuance of any
                  order, writ, injunction, award or decree of any court, agency
                  or other governmental instrumentality, involving Agent's
                  activities under this Agreement or which may affect Agent's
                  ability to perform its obligations hereunder.

19.      Insurance

         Agent will at all times during the term of this Agreement, at Agent's
         sole expense, maintain automobile insurance, comprehensive general
         liability insurance against claims for bodily and personal injury,
         death, property damage and all other harm caused by or occurring in
         connection with Agent's acts, omissions and/or misrepresentations,
         including without limitation coverage with respect to defamation,
         infringement of copyright and trademark, and infringement of privacy
         rights or rights of publicity. Such insurance will have limits of: (i)
         One Million Dollars ($1,00,000.00) per occurrence combined single limit
         and Two Million Dollars ($2,000,000.00) general aggregate for
         commercial general liability insurance; and, (ii) One Million Dollars
         ($ 1,000,000.00) combined single limit per accident for automobile
         insurance. Each such insurance policy will provide for not less than
         thirty (30) days prior notice to all insureds of any modification,
         cancellation or nonrenewal. Upon request of MWW, Agent will furnish
         proof satisfactory to MWW that insurance coverage required is in
         effect. All insurance maintained by Agent under this Agreement will be
         placed with insurance companies which are properly licensed and have
         either an A.M. Best's rating of A8, a Standard & Poor's rating of AA,
         or a Moody's rating of Aa2.

20.      Notices

         Notices to be given pursuant to this Agreement will be in writing and
         will be deemed to have been duly and properly given on the earlier of
         (i) the date such notice has been received, including but not limited
         to where such receipt is established by a reputable overnight courier
         service; or, (ii) five (5) days after deposit of such notice in the
         United States Mail, postage prepaid, to be delivered by certified mail,
         return receipt requested, addressed to Agent at the address given above
         or at such address as it may designate in writing from time to time and
         addressed to MWW at:



with a copy to:

         MCI WorldCom
         Mass Markets Law and Public Policy
         701 South 12th Street
         Arlington, VA 22202

or at such address it may designate in writing from time to time.

21.      Compliance with Law

         Agent will, at its own expense, operate in full compliance with all
         laws, rules and regulations applicable to, and maintain in force all
         licenses and permits required for, its performance under this

22.      Arbitration and Disputes

         Any dispute arising out of or related to this Agreement, which cannot
         be resolved by negotiation (including, without limitation, any dispute
         over the arbitrability of an issue), will be settled by binding
         arbitration in accordance with the J.A.M.S/ENDISPUTE Arbitration Rules
         and Procedures, as amended by this Agreement. Unless the parties select
         a different location, the arbitration will be held in the Washington,
         DC metropolitan area. The costs of arbitration, including the fees and
         expenses of the arbitrator, will be shared equally by the parties
         unless the arbitration award provides otherwise. Each party will bear
         the cost of preparing and presenting its case. The parties agree that
         this provision and the Arbitrator's authority to grant relief are
         subject to the United States Arbitration Act, 9 U.S.C. 1- 16 et seq.
         ("USAA"), the provisions of this Agreement, and the ABA-AAA Code of
         Ethics for Arbitrators in Commercial Disputes. The parties agree that
         the arbitrator have no power or authority to make awards or issue
         orders of any kind except as expressly permitted by this Agreement, and
         in no event does the arbitrator have the authority to make any award
         that provides for punitive or exemplary damages. The Arbitrator's
         decision must follow the plain meaning of the relevant documents, and
         shall be final and binding. The award may be confirmed and enforced in
         any court of competent jurisdiction. All post-award proceedings will be
         governed by the USAA.

23.      Impossibility of Performance

         Neither MWW nor Agent Will be liable for loss or damage or deemed to be
         in breach of this Agreement if its failure to perform its obligations
         under this Agreement results from (i) compliance with any law, ruling,
         order, regulation or requirement of any federal, state or municipal
         government or department or agency thereof or court of competent
         jurisdiction; (ii) acts of God; (iii) acts or omissions of the other
         party; (iv) fires, strikes, war, insurrection or riot; (iv) or any
         other cause


         beyond the party's reasonable control. Any delay resulting therefrom
         will extend performance, in whole or in part, as may be reasonable.

24.      No Waiver

         No waiver of any of the provisions of this Agreement is binding unless
         It is in writing and signed by both parties. The failure of either
         party to insist on the strict enforcement of any provision of this
         Agreement does not constitute a waiver of any provision and all terms
         shall remain in full force and effect.

25.      Binding Effect

         This Agreement will be binding upon and inure to the benefit of the
         parties, their successors and assigns; provided, however, that Agent
         may not assign or otherwise transfer this Agreement or any of its
         interest herein without the prior, express written consent thereto by
         MWW which consent will not be unreasonably withheld, Any attempted
         assignment without MWW's prior written consent will be void. Neither
         the whole nor any part of the interest of Agent in this appointment
         will be transferred or assigned by operation of law. MWW may assign
         this Agreement to its parent, or any subsidiary or affiliate company.

26.      Severability

         No provision of this Agreement which may be deemed illegal, invalid or
         unenforceable will in any way invalidate any other provisions of this
         Agreement, all of which will remain in full force and effect.

27.      Entire Agreement

         This Agreement supersedes and replaces all prior and contemporaneous
         agreements, understandings and representations, whether oral or
         written, between the parties and relating to the subject matter hereof,
         and together with the applicable published tariffs and price lists and
         other documents referenced herein, constitutes the entire understanding
         of the parties with respect to the subject matter of this Agreement.
         This Agreement may not be modified, changed, altered or amended except
         by an express written agreement signed by duly authorized
         representatives of the parties hereto.

28.      Controlling Law

         This Agreement, including all matters relating to the validity,
         construction, performance and enforcement thereof, is governed by the
         laws of the State of New York without giving reference to its
         principles of conflicts of law, except to the extent the
         Communication's Act of 1934, as amended, and as interpreted and applied
         by the Federal Communications Commission, applies.


29.      Headings

         The section numbers and captions appearing in tills Agreement are
         inserted only as a matter of convenience and are in no way intended to
         define, limit, construe or describe the scope or intent of such
         sections of this Agreement, or in any way affect this Agreement.

30.      Expiration

         This Agreement is not be valid unless executed by Agent and accepted by
         MWW. Any and all prior offers made to Agent, whether written or oral,
         are superseded by this Agreement.

                                          MCI Wireless, Inc.,
                                          WorldCom Wireless, Inc.,
                                          and their wireless affiliates, d/b/a
                                          AGENT MCI WORLDCOM WIRELESS

___________________________               _______________________________
Authorized Signature                      Authorized Signature

___________________________               _______________________________
Printed Name                              Printed Name

___________________________               _______________________________
Title                                     Title

___________________________               _______________________________
Date                                      Date


                                  SCHEDULE "A"

Agent Sales Territories:

All United States domestic markets where MWW offers services.

                                 ATTACHMENT "A"
                       Agent Agreement Commission Schedule

1.       Commission Provisions

1.1      MWW, shall pay Agent for each Order accepted by MWW, an initial
         applicable commissions, as described in sections 2-4 below, if the
         Subscriber signs up for MWW Cellular Service within the Territory (ies)
         identified in Schedule "A" hereto.

1.2      To receive Initial commissions, Agent must submit to MWW a properly
         signed and executed Order or its online equivalent within thirty (30)
         days of the activation of the customer's cellular phone number. If the
         Agent does not deliver a signed Order to MWW within the specified time,
         the initial commission will be forfeited. Initial commissions will not
         be paid without the receipt by MWW of the Order executed by Subscriber
         according to the requirements within this agreement. Although Initial
         commissions are paid as noted above, Initial commissions are earned
         after the Subscriber has remained on MWW service for a minimum of six
         (6) consecutive months.

1.3      If Agent has been paid a commission for a Subscriber that terminates
         Cellular service or the Subscriber changes their initial rate plan to a
         lower rate plan as described in MWW effective tariffs and as noted in
         paragraph (2) below, prior to completing six (6) consecutive months, on
         the initial rate plan, the amount or the commission paid will either be
         deducted from subsequent commission payments or billed to the Agent for
         repayment within Fifteen (15) days of transmittal. In the In the event
         Subscriber changes its initial rate plan to a higher rate plan as
         described MWW effective tariffs and as noted in paragraphs (2) below,
         then any applicable increase in commission will be paid to the Agent.
         Initial commission will be paid to Agent for Subscribers accepted by
         MWW is noted in paragraphs (2) below.

1.4      Net Subscriber schedules are based on combined carrier activation's in
         Agent's Territory (ies) defined in Schedule "A". Net Subscriber is
         defined as monthly gross new subscriber activation's less 180-day
         deactivations "Subscriber" is defined as those who have not subscribed
         to MWW Service within the 3 months immediately preceding the
         commencement of service.

1.5      The MWW reserves the right to pay reduced commissions on activation's
         associated with the customers purchase of discounted equipment or
         discounted airtime packages. In addition, commissions are paid on
         activation's involving MWW authorized discounts or promotions, only
         when the customer actually receives that discount.

1.6      Although commissions for new subscribers are paid monthly on this
         schedule, commissions are actually earned after the subscriber has
         remained on MWW service for a minimum of six (6) consecutive months.
         Any subscriber terminations within the first six months of service will
         result in forfeiture of Agent commission and will be adjusted on
         following month's commission payment. No partial commission payments
         will be made for new subscribers Who do not fully meet this rule.

2        Initial Commissions Schedule

2.1      Agent shall be paid Initial commissions solely on the amount of the
         monthly access charge of the rate plan sold to the Subscriber.

         Monthly Rate Plan Access Charges                   Commissions
         --------------------------------                   -----------
         Digital $18.00 or less                             $125.00
         Digital $18.01 - $34.94                            $215.00
         Digital $34.95 - $50 00                            $235.00
         Digital $50.01 +                                   $285.00

3        Activation Bonus

3.1      Agent shall receive an activation bonus (as listed below) based on
         monthly Net Subscriber activation's achieved:

         Volume                     Payout
         ------                     ------
         0 -- 75                    n/a
         76 -299                    $ 15.00
         300-399                    $ 20.00
         400-499                    $ 25.00
         500 +                      $ 30.00

3.2      This bonus will be paid after the completion of each calendar month.

4        Digital SPIFF*

         Rate Plan                                            Payout
         ---------                                            ------
         All Digital (CDMA) $29.00 and above                  $40.00
         All Digital (TDMA) $29.00 and above                  $25.00

*Spiffs are subject to change with a 30 day written notice


                                           MCI Wireless, Inc.,
                                           WorldCom Wireless, Inc.,
                                           and their wireless affiliates, d/b/a
                                           AGENT MCI WORLDCOM WIRELESS

/s/Lawrence Levinson                       /s/James Baumhart
--------------------                       -----------------
Authorized Signature                       Authorized Signature

Lawrence Levinson                          James Baumhart
-----------------                          --------------
Printed Name                               Printed Name

CEO                                        RVP
---                                        ---
Title                                      Title

9/28/01                                    9/25/01
-------                                    -------
Date                                       Date