(FRONT)                   INDEPENDENT REPRESENTATIVE
                           APPLICATION AND AGREEMENT


COMPLETION INSTRUCTIONS:
PLEASE FILL OUT BOXED AREA NEATLY  MAKING SURE NOT TO WRITE  OUTSIDE OF BOXES AS
SHOWN TO INSURE PROPER PROCESSING OF YOUR INFORMATION COMPLETE AS SHOWN IN BLACK
OR BLUE INK AND PRINT IN CAPITAL LETTERS



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HOME TELEPHONE NUMBER


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BUSINESS TELEPHONE NUMBER


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APPLICANT'S EXCEL ID#
THIS NUMBER WILL SERVE AS YOUR EXCEL IDENTIFICATION NUMBER ON ALL DOCUMENTATION.
If you are joining  Excel as an Individual  Representative,  fill in your SOCIAL
SECURITY  NUMBER.  If you are joining Excel as a business,  fill in your FEDERAL
EMPLOYER'S IDENTIFICATION NUMBER.


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LAST NAME


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FIRST NAME


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BUSINESS NAME


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MAILING ADDRESS (This will be your shipping address for all correspondence and
kits. P.O. Boxes cannot be used)


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CITY


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STATE


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ZIP CODE

OPTION: The MR Excelerator Kit may be sent to the Sponsor.
The newly sponsored MR must approve by initialing this box.


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SPONSOR'S EXCEL ID#


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SPONSOR'S LAST NAME


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SPONSOR'S FIRST NAME


INDEPENDENT REPRESENTATIVE ENROLLMENT (Please initial only one box.)

     My  sponsor  has  informed  me  that  I may  become  an  Excel  Independent
---- Representative  by  placing  a fully  refundable  $75.00  deposit  and that
     payment of the $75.00  refundable  deposit is waived if I enroll in Excel's
     optional  Management  Services  Program.  (This  refundable  deposit is not
     applicable  to  residents  of  Alabama,   Georgia,   Kentucky,   Louisiana,
     Minnesota,  Nebraska,  North  Dakota,  Pennsylvania,   South  Dakota,  West
     Virginia  or where  prohibited  by  law.) I  understand  if I elect  not to
     purchase the optional Management Services Program, Excel will supply, at no
     cost, a starter kit with  necessary  literature  and sales aids to start my
     Excel business.  Upon termination of my distributorship and for a period of
     90 days thereafter, and upon my written request, Excel will unconditionally
     refund this application deposit within 30 days from the date requested.

     Please waive the fully-refundable $75 deposit. I elect to enroll in Excel's
---- Optional  Management  Services  Program for $245. I understand this program
     includes  the  Managing   Representative   Package,   the  Excel   Managing
     Representative  Training Program and Corporate Office Support Services.  In
     addition,  I will receive downline  reports and the company  newsletter for
     the entire year. I understand  that it is my  responsibility  to locate and
     attend  an  MR  training  class  and  that  I  may  call  972-930-0695  for
     assistance.  The training is of 2-3 hours duration regarding Excel customer
     services  and IR  procedures  and  techniques  and is conducted by trainers
     equipped, certified and paid by Excel.

     I UNDERSTAND THAT MY PURCHASE OF THE OPTIONAL  MANAGEMENT  SERVICES PROGRAM
     IS NON-REFUNDABLE AFTER 10 DAYS FROM THE DATE OF THIS AGREEMENT.

I hereby apply to become an Independent  Representative for Excel Communications
Marketing,  Inc.  (Excel).  I have read  carefully  and agree to be bound by all
provisions of the Terms and Conditions which are printed on this application and
all published  Policies and Procedures of Excel.  My sponsor has explained to me
that purchase of the Management  Services  Program is optional,  is not required
and is  non-refundable  after 10 days from the date of this  Agreement  and that
becoming an Excel  customer is not  required to  participate  as an  Independent
Representative.


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APPLICANT'S SIGNATURE


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DATE


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SPOUSE'S SIGNATURE (IF BUSINESS IS CO-OWNED)


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DATE


PLEASE INDICATE KIT OPTION CHOSEN ABOVE

                   $75  OPTION                   $245 OPTION
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PLEASE CHECK PAYMENT METHOD

            CHECK              CASHIER'S CHECK               MONEY ORDER
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MAKE PAYABLE TO:EXCEL COMMUNICATIONS MARKETING, INC.

            CHECK NUMBER       MONEY ORDER
------------            -------


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RECEIVED BY




WHITE - EXCEL                    YELLOW - SPONSOR          PINK - REPRESENTATIVE

<PAGE>
(BACK)
                              REPRESENTATIVE TERMS

l.   I  understand  that the Excel  Independent  Representative  (IR) must be at
     least 18 years of age and therefore of legal age of consent in the state in
     which he/she resides.

2.   If an enrollee in Excel's  optional  Management  Services  Program,  I will
     receive a Managing  Representative  Package of  literature  and sales aids,
     downline  reports and Company  newsletters for a twelve month period and be
     provided  training.  I understand and agree that the annual renewal fee for
     the Management  Services  Program is $180.00.  I also  understand and agree
     that if I am not enrolled in Excel's optional  Management Services Program,
     I will be charged for these services when and if they are provided.

3.   I understand and agree that I am an independent  contractor responsible for
     determining  my own  business  activities  and time spent and not an agent,
     employee or legal  representative  of the Company.  I will not represent in
     any manner that I am an agent,  employee,  or legal  representative  of the
     Company.  I am  responsible  for  the  payment  of all  federal  and  state
     self-employment  taxes and any other tax required under any federal,  state
     or  regulatory or taxing  agency.  I will not be treated as an employee for
     federal or state  purposes.  If a Texas resident,  I will remit  applicable
     sales taxes with each literature and sales aids order.

4.   Excel may provide Policies and Procedures and Rules and Regulations for IRs
     as well as modify its IR  Compensation  Program and  customer  services and
     charges.  Such  Policies  and  Procedures  and  Rules and  Regulations  and
     Compensation Plan modifications and customer services and charges,  and all
     changes  thereto,  shall  upon  notice to IR become a binding  part of this
     Agreement.  Publication or such changes in the Excel  Communicator shall be
     deemed notice to all IRs.

5.   Excel  provides the  following  fulfillment  to its IRs: A new IR packet of
     sales literature whether or not the optional Management Services Package is
     purchased; shipment of ordered sales aids within ten days of receipt of the
     order and  clearance of funds  subject to  availability  of items  ordered;
     calculation  and payment of IR  commission.  Payment terms on IR purchases:
     cash, check,  money order or credit card with order. No credit purchases or
     C.O.D.s   available.   IR  commissions  are  paid  pursuant  to  the  Excel
     Compensation  Plan,  which is  incorporated  herein by  reference.

6.   This Agreement shall be deemed in effect upon its receipt and acceptance by
     Excel at its Corporate  Office  location at 8750 N. Central  Expwy.,  Suite
     1500, Dallas, Texas, 75231.

7.   This  Agreement  is  governed  under the laws of the  State of  Texas.  The
     parties  agree that any claim,  dispute or other  difference  between  them
     shall be  exclusively  resolved  by  binding  arbitration  pursuant  to the
     Commercial  Arbitration Rules of the American Arbitration  Association with
     arbitration   to  occur  at  Dallas,   Texas.   (For   Louisiana   resident
     Representatives,  arbitration is held in New Orleans,  Louisiana.) For more
     information, please see Compliance Section in the Excel Concept Book.

8.   As an Excel IR, I shall place  primary  emphasis upon and shall obtain long
     distance  Service Request Forms from non-IR  consumers as a condition of my
     receipt  of  commissions.  IRs  residing  in the states of  Georgia,  North
     Dakota,  Indiana,  Michigan and West  Virginia are limited to $495.00 in IR
     purchases  of all types  from the  Company  during  the first six months of
     being an IR.  Permissible IR purchases shall be  automatically  modified to
     comply  with the  exemption  requirements  set  forth in any  states'  laws
     regulating business opportunities.

9.   I am responsible for supporting IRs I sponsor.  I agree to maintain monthly
     support  to those IRs in my  commissionable  downline  by way of any of the
     following,   or   combination   thereof:   Personal   contact,    telephone
     communication, written communication and attendance at IR meetings.

10.  This  Agreement,  including the Excel Policies and Procedures  incorporated
     herein by reference,  constitute the entire  agreement  between the parties
     hereto, and no other additional promises,  representations,  guarantees, or
     agreements of any kind shall be valid unless in writing.

11.  Slamming is the  unauthorized  conversion of long  distance  service from a
     customer's  current  carrier  to a  new  long  distance  carrier.  If it is
     determined that the IR is guilty of slamming,  immediate  termination as an
     Excel  Representative  will  occur  and  such IR shall  indemnify  and hold
     harmless Excel from any liability resulting therefrom.

12.  I  hereby  acknowledge  and  agree  to  fully  explain  the  three  (3) day
     cancellation policy to each potential ExcelPaging customer prior to selling
     paging equipment and/or services to such customer.

13.  I understand  that the  purchase of Excel's  optional  Management  Services
     Program is not  mandatory  and that the  Program  includes  an  Independent
     Representative's current training materials and tools. I UNDERSTAND THAT NO
     PORTION OF THE PURCHASE PRICE OF THIS PACKAGE IS REFUNDABLE  AFTER TEN (10)
     DAYS   FROM   THE   DATE   OF   THIS   AGREEMENT.   CANCELLATION   MUST  BE
     POSTMARKED/RECEIVED  BY EXCEL NO  LATER  THAN  MIDNIGHT  OF THE  TENTH  DAY
     SUBSEQUENT TO THE DATE OF THIS AGREEMENT.  CANCELLATION MAY BE REQUESTED BY
     CERTIFIED  LETTER OR TELEGRAM TO:  EXCEL  COMMUNICATIONS  MARKETING,  INC.,
     CUSTOMER RELATIONS, P.O. BOX 650582, DALLAS, TEXAS 75265-0582. CANCELLATION
     REQUEST  MAY  ALSO  BE  SENT  BY  OVERNIGHT   DELIVERY  SERVICE  TO:  EXCEL
     COMMUNICATIONS  MARKETING,  INC.,  16675 ADDISON ROAD,  ADDISON,  TX 75248.
     CANCELLATION REQUESTS MADE TO AN EXCEL IR WILL NOT BE ACCEPTED.

                                   FACTS THAT
                     EVERY EXCEL REPRESENTATIVE SHOULD KNOW

In order to help you  understand  and adhere to Excel's  Policies and Procedures
and to help you present the Excel Business  Opportunity fairly and accurately to
your  prospects,  we have compiled a listing of important facts that every Excel
Independent  Representative should know and by signing this agreement you hereby
agree and  acknowledge  that you shall comply with the following  policies.  The
listing is as follows:

1.   The Area  Coordinator  position is a paid for business  opportunity to earn
     $40 each  time an Excel  Managing  Representative  is  trained  by the Area
     Coordinator.   There  is  no  other   commission   structure  for  an  Area
     Coordinator,  and it is not necessary to be a Representative in order to be
     an Area Coordinator.

2.   The  Excel  Sales  Representative  position  has no  initial  fee,  cost or
     investment, only a $75 refundable deposit. In some states, as listed in the
     Independent  Representative's Application and Agreement, the deposit is not
     required.

3.   All  Representatives  may purchase the optional Management Services Program
     consisting  of training  and  various  important  administrative  services.
     Representatives, whether or not they have purchased the optional Management
     Services Program, receive the same commissions and bonuses.

4.   A new Representative's consideration of making the optional purchase of the
     Management  Services Program is strongly  recommended.  Earning  statistics
     consistently  demonstrate that Excel Representatives who have purchased the
     optional  Management  Services  Program  earn on  average  three  times the
     monthly income of those  Representatives who have not received the training
     available only through the Management Services Program.

5.   Providing  prospective  Representatives with copies of checks or statements
     of income earned by another Excel Representative, and the use of any charts
     or income  projections  is  strictly  prohibited  by Excel's  Policies  and
     Procedures  binding upon all Excel  Representatives.  Only Excel published,
     actual commission payout figures included with every Excelerator Kit may be
     utilized in discussions with prospective Excel Representatives.

6.   Excel offers long distance telephone services  throughout the United States
     (only  800/8XX  service  available  in  Alaska).  Excel has  licensed  as a
     corporation  and with various  state public  utilities  commissions  in all
     states where  required to do so. Not every state requires Excel to maintain
     a corporate  license or to be licensed to provide long  distance  telephone
     services.

7.   Excel has filed and maintains with the United States Federal Communications
     Commission  (FCC) the  necessary  filings  and  tariffs  as  regards to its
     interstate  long  distance  telephone  services.  Excel  has  received  and
     maintains  an FCC license for its  international  long  distance  telephone
     services.

8.   As an Excel  Representative  you may only utilize literature and sales aids
     provided by Excel.  You should presume that any other  literature and sales
     aids that you have  obtained or which may become  available  to you are not
     approved for your use. To utilize non-Excel  literature and sales aids is a
     violation  of  Excel's  Policies  and  Procedures  and may  result  in your
     termination as an Excel Representative.

9.   With the  exception of some states which  approve our  intrastate  rates to
     their state residents,  no attorney  general or other regulatory  authority
     ever reviews,  endorses or approves the products or  compensation  plans of
     Excel  or any  other  company,  and you  should  make no  claim  that  such
     approvals have occurred.

10.  Slamming is the unauthorized conversion of a customer's long distance phone
     service from their  current  carrier to a new long  distance  carrier.  The
     slamming of a customer to Excel Telecommunications long distance service is
     prohibited by Excel's  Policies and  Procedures as set forth in every Excel
     Representative's agreement, and will result in the immediate termination of
     Representative  status  and  forfeiture  of all  commissions.  Slamming  is
     illegal  under  Federal  law and in  every  state  and may  carry  criminal
     penalties. Excel will refer Representatives who slam customers for criminal
     prosecution.

11.  There are only two  commissionable  events for Excel  Representatives,  the
     obtaining of new long distance  customers and customer long distance usage.
     Neither the  sponsoring of a new Excel  Representative  nor the purchase of
     the optional  Management Services Program results in commissions or bonuses
     being paid.