The Opportunity LifeTel Agent Location (for local business owners

							The Opportunity
LifeTel offers two different ways to partner with us and start making money for you or for your existing business immediately. If you have an existing business and want us to drive more traffic into your store then download the LifeTel Merchant agreement. If you are an individual and want to become an Independent Sales Representative for LifeTel and make $25.00 for each customer you sign up for service then download the Independent Sales Representative agreement. See the details below on both of these exciting opportunities. Start enjoying monthly recurring revenue at no additional operating expense by joining LifeTel’s #1 network of agent locations. Become our partner in one of the hottest industries in Oklahoma! This opportunity is one of the easiest, most profitable means available today of generating new revenue & customers for your existing business.

LifeTel Agent Location (for local business owners)
This program was designed specifically for local established businesses and business owners. By enrolling in this program LifeTel will direct and drive traffic into your business location every day! There is no cost to you or the business, and the benefits for your business are unbelievable!! No other company can offer you this type of profitability without overhead expenses. See the benefits for this amazing program below. .

LifeTel Independent Sales Representative
This program was designed specifically for individuals who want to make a little or a lot of extra money. By enrolling in this program you can make $25.00 for each new customers you enroll in LifeTel home telephone service. The amount of money you can make is entirely up to you as an independent sales representative for LifeTel. When you sign up a customer for LifeTel and their account becomes active, we will send you a check for $25.00. It's that simple, you can make hundreds or even thousands of dollars by enrolling in this program. It's up to you!!

Benefits of partnering with LifeTel as an agent location
Enhance existing business with increased traffic Premium Agent and Customer Service No expensive investment in Hardware or Software is required, all you need is internet access. Quick easy access to Agent services with our online LifeTel Agent Center Easiest web based activation process No marketing cost. Point of sale material provided by LifeTel No inventory expenses Free Promotional materials

LifeTel
MERCHANT AGREEMENT
THIS AGREEMENT, dated this_____day of_________, 200____, is by and between Mextel Corporation, LLC dba LifeTel, an Oklahoma Limited Liability Company the principal office of which is located at 116 NW 132nd St. Oklahoma City, Oklahoma 73114 (“LifeTel, “we” or us”), and the individual or entity set forth below (“You”). ______________________________________________________________________________________ Merchant Business Name (Legal Name) Principal officer ______________________________________________________________________________________ D.B.A. (Doing Business As) ______________________________________________________________________________________ Street Address ______________________________________________________________________________________ City State Zip Code ______________________________________________________________________________________ Telephone Fax ______________________________________________________________________________________ E-mail address Federal Tax ID number

Are you an entity? Yes___No___ (sole proprietorships are not entities) (Corporations, Partnerships, LLC’s and Limited Liability companies are examples of entities) If yes, what type of entity and in which state are your organizational papers filed? ______________________________________________________________________________________ Type of entity State of Organization Background Statement LifeTel is in the business of providing, through third parties, local, long distance, and enhanced communications services, primarily to residences and small business. We are seeking to establish and maintain a high quality professional sales network. Terms of agreement

Therefore, in reliance upon the foregoing Background Statement, you and we hereby agree to the following terms: 1. Engagement. We hereby engage you as an Independent Merchant to sell the third party products and services offered through LifeTel. Your engagement is non-exclusive. We reserve the right, without obligation to you, to market, sell and deliver our services through our own personnel, other independent sales contractors, multi level marketing organizations or any other sales channel.

2. Your Service. In accordance with our instructions, you will obtain orders for LifeTel provided communication services and promptly transmit such customer orders as instructed. You will perform your services hereunder in a diligent, workmanlike manner.

3. Policies, Procedures and Instructions. You will obtain and transmit all customer orders and engage in all related marketing activities strictly in accordance with the policies, procedures and instructions (whether written or oral) from time to time set forth by LifeTel. INITIALS:__________

4. Payment. Amounts owed from you will be made weekly via ACH Procedures set forth in the ACH Transaction Agreement. Each Monday (excluding company holidays), we will provide you with a summary of transactions (the Transaction Summary) for the previous business week, which will include your commission amount, and our net amount due. We will initiate an entry by means of the ACH for the net amount due us (gross merchant transaction, less commissions due) each Thursday for the previous week transactions. 5. Compensation. We will pay compensation to you in accordance with the compensation plan attached as Schedule 1 and/or Schedule 2. We may change the Compensation Plan anytime. 6. Term and Termination. Your engagement as a LifeTel Authorized Merchant will commence on the date of this Agreement and continue for twelve months unless sooner terminated. You or we may terminate your engagement any time, with or without cause, and without any liability to the other party by the reason of such termination, by delivery 30 days notice to the other party. We may terminate this Agreement anytime by delivery of notice to you if you have violated any provision of this Agreement (as determined solely by LifeTel). 7. Effect of Termination. Upon termination of this Agreement, all licenses granted hereunder will immediately terminate, you will immediately cease any selling and marketing efforts on LifeTel’s behalf and you will cease identifying yourself as a “LifeTel Authorized Merchant”. 8. Sales and Marketing Materials. You will use only those sales and marketing materials provided or approved by LifeTel. 9. Independent Contractor. Your relationship to LifeTel under this Agreement will be that of an independent contractor. Nothing contained in this Agreement will be construed to constitute or create a partnership, joint venture, employment, or agency relationship of any kind. You will retain and exercise control over the services you render this Agreement, subject only to the satisfaction of LifeTel and its providers as to the nature and quality of the services rendered. You will be responsible for your own costs, expenses, taxes, and fees arising out of your activities, including Federal, state and local income taxes, social security taxes, unemployment taxes and business license fee. You will not have the authority to enter into building agreements or to act on behalf of LifeTel. We will not be responsible for any obligations you incur.

10. Return or Destruction of confidential Information. Confidential Information received by you will remain the exclusive property of LifeTel, in our sole discretion. You will promptly return to LifeTel or destroy or erase all Confidential Information in your possession or control upon to earlier of (i) the receipt of a written request from LifeTel for return or destruction of Confidential Information or (ii) the termination or expiration of this Agreement or the engagement described herein. 11. Automated Clearing House Settlement. LifeTel and Merchant will utilize Automated Clearing House or Fed wire settlement procedures (collectively, “ACH Procedures”) for payment of amounts owed by the parties under the Agreement and agree to do so in accordance with the following. (a) Merchant’s Designated Accounts (as designated below) will be debited and credited for amounts determined in accordance with the Terms and Conditions. (b) Merchant hereby authorizes LifeTel or its designee to initiate credit entries, debit entries and adjustments to the Designated Accounts by ACH Procedures and further authorizes Merchant’s depository financial institution identified below (“Depository”) to debit, credit, withdraw or transfer funds from the Designated Accounts to or from LifeTel in accordance with any such debit entry, credit entry or adjustment. (c) Merchant hereby authorizes LifeTel to reverse any credit or debit entry made to the Designated accounts, whether such reversal is made due to an error, or any other reason. (d) Merchant hereby authorities Depository to grant LifeTel access to any and all information or records regarding the Designated Accounts. (e) Merchant hereby authorizes LifeTel to direct Depository to hold funds in the Designated accounts or block or restrict Merchant’s or other’s access to funds in the Designated Accounts in an amount which LifeTel, in its sole judgment, deems sufficient to fully protect LifeTel’s right under this Agreement. Merchant directs Depository to immediately comply with any such direction from LifeTel. (f) Merchant agrees that LifeTel and Depository may act pursuant to any provision of this Agreement without prior notice to Merchant.

INITIALS:__________

Merchant acknowledges and agrees that in order for Merchant and LifeTel to use ACH Procedures under this Agreement, depository must be a member of the Federal Reserve System and of the National Automated Clearing House Association, and a blank, voided check for each of the Designated Accounts must be submitted by Merchant to LifeTel with this Agreement. Merchant agrees to notify LifeTel of any change of its Depository of Designated Accounts in writing at least days prior to the effective date of such change. Merchant and LifeTel hereby agree that any agreement or other document (including instruction letters) required by the Depository to effectuate the intent of this Section 1 shall be attached to this Agreement as an Exhibit and deemed to be incorporated herein. To the extent that such agreement or other document is inconsistent with this Agreement, the terms of the Depository’s agreement or document shall be deemed to govern. Merchant hereby warrants that the following information is true and hereby designates the account(s) listed below (the “Designated Accounts”) from the financial institution listed below (the “Designated Accounts”) from the financial listed below (the “Depository”) to be used for payments made via the ACH Procedures:

Financial Institution Name (“Depository”):_____________________________________________________________

EXACT Name on the Account:______________________________________________________________________

Depository Routing Number:________________________________________________________________________

Account Name (“Designated Account”):_______________________________________________________________

VOIDED CHECK MUST BE ATTACHED COUNTER CHECKS ARE NOT ACCEPTABLE UNLESS ACCOMPANIED BY A LETTER FROM THE BANK WITH ACCOUNT NAME & NUMBER AND BANK ROUTING NUMBER.

13. Binding Effect. This Agreement will be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties to this Agreement. 14. Fax Signatures. Signed facsimile copies of this Agreements, addenda, attachments and exhibits will legally bind the parties to the same extend as original documents.

Credit Report Authorization. Merchant hereby provides its consent to and authorizes LifeTel to investigate the personal and business history of Merchant and each of its principals, partners, stockholders and members (collectively, the Investigates”) and to obtain credit bureau reports for each Investigatee and information from any other source which may bear upon the financial responsibility or acceptability of an Investigatee for LifeTel’s program under this Agreement. This Agreement has been executed as of the date first set forth above. Mextel Corporation, LLC dba LifeTel 116 NW 132nd St Oklahoma City, OK 73114 ________________________________________ MERCHANT LEGAL NAME ________________________________________ DBA (“DOING BUSINESS AS”) By: _________________________________ ________________________________________ Signature ________________________________________ Print Name

_________________________________ Print Name

_________________________________ Title

________________________________________ Title

LifeTel, Inc.
MERCHANT SET-UP INFORMATION Set-up Date: ______-_____-________
MONTH DAY YEAR

FAX THIS FORM, MERCHANT AGREEMENT, COPY OF VOIDED CHECK AND COMMISION SCHEDULE. THESE ITEMS MUST BE RECEIVED FOR THE AGENT TO BE ACTIVATED!!

Please Fax to 405-601-7811 Marketing Rep Merchant ID Merchant Name: Street Address: City, State & Zip: Phone Number: Fax Number: E-Mail Address: Contact Name: ______________________ MC_ _ - _ _ _ _ _ _ _ _ _ ______________________________________________________
DOING BUSINESS AS NAME

______________________________________________________ ______________________________________________________ ______________________________________________________ ______________________________________________________ _____________________ @ _____________________________ ______________________________________________________

COMMENTS, ADDITIONAL INFO & SPECIAL INSTRUCTIONS: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________

LifeTel, Inc. COMMISSION SCHEDULE

Home Phone Service - Prepaid
Conversion Orders: $10.00 for each new customer who switches service from another provider. New Service Orders: $10.00 for each new customer. Monthly Payment: Agent will receive a $3.00 commission for every payment over $10.00 received from a LifeTel Customer. Changes To Account: Agent will receive a $1.00 commission for every payment of $10.00 or less received from a LifeTel Customer.

MERCHANT BUSINESS NAME:___________________________________________ INITIALS:____________________ DATE:__________________________________