REF CONTROL NO.
                   AREA COORDINATOR APPLICATION AND AGREEMENT


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

PLEASE 3 CHECK TO INDICATE  AREA:

           COORDINATOR TYPE
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           EXCEL REPRESENTATIVE
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           INDEPENDENT
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HOME TELEPHONE NUMBER


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BUSINESS TELEPHONE NUMBER


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APPLICANT'S EXCEL ID#
The  following  number  will  serve as your Excel  identification  number on all
documentation.  If you are joining Excel as an individual Area Coordinator, 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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COMPANY NAME (Enter company name only if company is to receive fee)


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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


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SPONSOR'S EXCEL ID#


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SPONSOR'S LAST NAME


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SPONSOR'S FIRST NAME


AREA COORDINATOR MATERIAL/TRAINING PACKAGE

     I  am  purchasing  the  Area  Coordinator  Training  Opportunity  for  $345
---- (Residents of Louisiana,  Utah and  Washington  pay $295;  and residents of
     Oklahoma and South Dakota pay $249.)


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SIGNATURE



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DATE


I hereby submit my application to become an Excel Communications Marketing, Inc.
("Excel")  Area  Coordinator,  in  accordance  with  the  terms  and  conditions
contained  in this  Agreement,  the  Excel  Policies  and  Procedures  which are
incorporated  herein,  and all guidelines  which may be established by Excel and
provided in writing to the Area Coordinator.  I understand that I may cancel the
purchase  of this  training  opportunity  within  10  days  of the  date of this
agreement by sending written notice to Excel of such cancellation.


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APPLICANT'S SIGNATURE


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DATE


PLEASE INDICATE KIT OPTION CHOSEN ABOVE

     $345 (Residents of Louisiana,  Utah and  Washington pay $295; and residents
 ----      of Oklahoma and South Dakota pay $249.)


PLEASE CHECK PAYMENT METHOD

               CHECK               CASHIER'S CHECK               MONEY ORDER
---------------     ---------------               ---------------

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)
                                      TERMS

1.   I, the undersigned applicant,  am at least 18 years of age and therefore of
     legal age in the state in which this  Agreement has been executed by me and
     understand  that this Agreement is not binding until receipt and acceptance
     by Excel at its home office in Dallas,  Texas. I agree that my relationship
     with Excel as an AC is that of a  contracting  independent  contractor  and
     that I alone  determine the nature and extent of my hours,  activities  and
     training to be conducted by me. I am not an agent, legal representative, or
     employee of Excel and I will not represent that I am otherwise to any third
     party.  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.  If a  Texas  resident,  I  will  remit
     applicable sales taxes with each literature and sales aids order.

2.   I  understand  that in  order  to  become  an Area  Coordinator  (sometimes
     referred to herein as "AC"), I do not have to also be an Excel  Independent
     Representative.

3.   I agree to abide by and act in  accordance  with  the  Excel  Policies  and
     Procedures which are  incorporated  into and made a part of this Agreement,
     together with all changes thereto.

4.   I understand  that I may not make  purchases,  or enter into any agreements
     that will bind Excel or its suppliers in any way whatsoever.

5.   I agree, in carrying out the duties and  responsibilities set forth in this
     Agreement,  that I will use only materials provided to me by Excel unless I
     receive  prior  written  approval  from  Excel.  I agree that all  expenses
     incurred  arising out of the  performance of this Agreement will be my sole
     responsibility.

6.   I understand  that without prior  approval in writing from Excel, I may not
     create   audio   or  video   recordings,   develop   materials,   or  place
     advertisements  of any kind, for use in soliciting or attracting  customers
     and/or   Independent   Representative   and/or  Area   Coordinators.   Area
     Coordinators may not make purchases from Excel, of all types whatsoever, in
     excess of $495.00  during the first six (6) months of this Agreement if the
     Area  Coordinator  is a resident  of the states of North  Dakota,  Indiana,
     Michigan or West Virginia.

7.   I  agree  that  I  will  not   divulge  the   business   secrets  of  Excel
     Communications,  Inc.,  Excel  Telecommunications,  Inc.  or any  of  their
     subsidiaries,  collectively  "Excel" to third persons,  in whole or in part
     nor shall I utilize such  business  secrets for any business or  commercial
     purpose,  alone or in conjunction with others.  The term "business secrets"
     as utilized in this agreement shall mean, but not by way of limitation, the
     names  and  addresses  of  Excel  Independent   Representatives   and  Area
     Coordinators  and all lists associated  therewith;  the present and planned
     products,  services,  and pricing thereof of Excel;  the present and future
     organizational,  compensation  and sales  programs of Excel;  and financial
     information and data concerning Excel, its officers,  directors,  employees
     and shareholders.

8.   I  understand  this  Agreement  is  non-transferable  and  that I will  not
     authorize  any  person  to act on my behalf  or in my place  without  prior
     written consent from Excel.

9.   I agree to train Excel Independent  Representatives  in accordance with the
     guidelines  established by Excel using only the training  presentation that
     has been developed by Excel.

10.  Excel hereby licenses Area Coordinator to utilize the registered  trademark
     of "EXCEL" during the term of and in the performance of Area  Coordinator's
     activities pursuant to this Agreement,  subject to the terms and conditions
     of this Agreement and the Excel Policies and Procedures.

11.  I agree to file reports as may be required by Excel.

12.  I understand  that I have  authorization  from Excel to function as an Area
     Coordinator.  I also  understand  that Excel  reserves the right to appoint
     more than one Area Coordinator within the same area.

13.  I agree that I will refer IRs who live  outside my  geographic  area to the
     nearest local Area Coordinator in whose area the IR resides.

14.  I UNDERSTAND  THAT NO PORTION OF THE  PURCHASE  PRICE OF THIS AC PACKAGE IS
     REFUNDABLE  AFTER TEN (10) DAYS FROM DATE OF THIS  AGREEMENT.  CANCELLATION
     MUST BE  POSTMARKED/RECEIVED  BY EXCEL NO LATER THAN  MIDNIGHT OF THE TENTH
     DAY SUBSEQUENT TO THE DATE OF OVERNIGHT  DELIVERY  SERVICE OR WESTERN UNION
     TELEGRAM TO: EXCEL COMMUNICATIONS MARKETING, INC., CUSTOMER RELATIONS, P.O.
     BOX  650582,  TXCR0012,  DALLAS,  TEXAS  75265-0582.   VERBAL  CANCELLATION
     REQUESTS  AND   CANCELLATION   REQUESTS   MADE  TO  AN  EXCEL   INDEPENDENT
     REPRESENTATIVE  WILL NOT BE ACCEPTED.  Special refund  provisions  apply to
     Georgia  residents who are also Excel Independent  Representatives.  Please
     call Excel Representative Services for details.

15.  AC understands and agrees that it is the policy of Excel that all ACs shall
     attend an AC training seminar at least once during each annual term of this
     Agreement commencing with the second annual term hereof. ACs shall attend a
     regional  training  seminar at least once  during  each annual term of this
     Agreement unless excused  therefrom for good cause by Excel. At or prior to
     the  commencement  of each  annual  term of this  Agreement,  AC  shall  be
     required  to pay a fee to Excel  of $100.  Failure  to  attend a  requested
     training  seminar  without  excuse shall entitle Excel,  at its option,  to
     terminate this AC Agreement.

16.  I understand that I will receive compensation from Excel as follows:

     A. I will receive a one-time  forty ($40.00)  dollar  Training Fee for each
     new IR (who purchases  Management  Services) I personally train, subject to
     the following restrictions:

     (1)  For me to receive  credit  for a given  Management  Services  Training
          Bonus,  no later than 7 days following the training  date,  Excel must
          receive  the fully  completed  MR Training  Invoice  and  Verification
          Report.  Excel  must also have  received  payment  for the  Management
          Services under which training was provided.

     (2)  I agree that I will receive no compensation for training an IR who has
          previously  attended  a  training  class,  or for  training  an IR who
          resides  outside  my  geographic  area,  unless I do  his/her  initial
          training.

17.  I may terminate this Agreement for any reason,  at any time by giving Excel
     not less than (30) days written  notice at its address  listed on the front
     of this form.  Excel may withdraw my Area  Coordinator  status or terminate
     this Agreement pursuant to its Policies and Procedures or in the event that
     I breach any part of this Agreement.

18.  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.)

19.  All correspondence should be sent to Excel Communications Marketing,  Inc.,
     P.O. Box 650582,  Dallas,  Texas,  75265-0582.  Any  overnight  packages or
     certified  mail should be  addressed  to: EXCEL  COMMUNICATIONS  MARKETING,
     INC., 16675 ADDISON ROAD, ADDISON, TX 75248.

20.  Area  Coordinator  represents and affirms to Excel that he has not received
     any representation or statement from Excel or any other person,  upon which
     he has relied in entering into this Agreement, to the effect that:

     I. the Area Coordinator's business may, can, or will generate income, or be
     profitable.

     II. any  investment in training,  product and/or sales aids or otherwise or
     any  portion  thereof may be earned  back to Area  Coordinator  through the
     operation of the Area Coordinator position.

     III.any  present  market  exists for Excel  training  which is the  subject
     matter  of  this  Area  Coordinator  Application  and  Agreement  or that a
     guaranteed market exists for Excel training.

     IV. Excel will buy back any purchased  inventory,  or otherwise make up any
     financial  losses  which the Area  Coordinator  may incur.

     V. Excel or any person  acting on behalf of Excel has  outlets or sales for
     Excel training or will assist an Area  Coordinator in obtaining  outlets or
     sales for Excel  training.

     VI. any person  acting on behalf of Excel will  provide in whole or in part
     any marketing  programs or systems to be followed in the provision of Excel
     training by an Area Coordinator.

     VII.an  Area  Coordinator  and/or  this  Agreement  have been  filed  with,
     registered with, or otherwise  accepted or approved by any state or federal
     office, department or authority.

     VIII.to have knowledge of the market and that the market demand will enable
     the Area Coordinator to earn a profit from the business opportunity.

     IX.  locations  will be provided or  assistance  be given in the finding of
     locations for the use or operations of the Area Coordinator position.

     X. becoming or remaining an Independent Representative of Excel is required
     to become or remain an Area Coordinator. (The Sales Representative position
     is unrelated and is available separately at no cost.)