Exhibit 10.1
                                  ------------


                                    AGREEMENT

         This Agreement (the  "Agreement") is made and entered into effective as
of the 27th day of January  2003,  among TELS  Corporation,  a Utah  corporation
("TELS");  Strategic  Futures and  Options,  Inc., a Minnesota  corporation  and
wholly-owned  subsidiary of TELS; Dennis D. Postma,  and individual  ("Postma");
and Keith P. Roland, an individual ("Roland"). The parties to this Agreement are
sometimes  referred to herein  individually as a "Party" and collectively as the
"Parties."

                                    RECITALS

         WHEREAS,  on or about  August 16,  2002,  the board of directors of SFO
adopted  resolutions  generally  stating that in consideration  for the services
provided to SFO by Postma and Rowland in  introducing  SFO to TELS and providing
assistance in connection with TELS acquisition of SFO (the  "Transaction"),  SFO
would  cause  TELS  to  enter  into a  standard  registration  rights  agreement
providing for the  registration  for resale under the Securities Act of 1933, as
amended,  at TELS' expense, of the TELS shares to be received in the acquisition
by Postma, Ann Postma,  Rowland, Jane Rowland and Brewster Diversified Services,
Inc.; and

         WHEREAS,  TELS has determined that it is not eligible to utilize a Form
S-3  registration  statement  for the  resale of such  shares and  believes  the
registration  of such  shares  on an  alternative  form  would  be  unreasonably
expensive, particularly in light of the relatively short holding period for such
shares under Rule 144; and

         WHEREAS,  Roland has agreed to release and  relinquish any right he may
have to receive  compensation from TELS or SFO for finder's services provided to
SFO; and

         WHEREAS,  Postma has agreed to accept  cash  compensation  from TELS in
lieu of such registration rights;

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  to  be
performed and benefits to be received hereunder, the parties agree as follows:

         1. Waiver of Rights by Roland.  Roland hereby releases and relinquishes
any right he may have to  receive  compensation  from  TELS or SFO for  finder's
services rendered in connection with the Transaction.

         2.  Payments to Postma.  In full  consideration  for finder's  services
rendered by Postma in connection with the Transaction, TELS agrees to pay Postma
a total of $14,000,  which shall be payable in seven equal monthly  installments
of  $2,000  each.  The  first  installment  shall  be due and  payable  upon the
execution  of this  Agreement,  and  subsequent  installments  shall  be due and
payable on the fifteenth day of each of the six succeeding calendar months. Such
payments  shall be delivered to Postma at the address set forth in the "Notices"
section of this Agreement  below. Any payment not received by Postma within five
(5) days of its due date shall be deemed  delinquent  and shall cause TELS to be
in default in its obligations  under this Agreement.  Postma hereby accepts such
compensation in lieu of registration  rights with respect to TELS shares held by
Postma,  Roland,  and their  associates,  and hereby waives and relinquishes any
right he or such  associates may have with respect to the  registration  of such
shares.

         3. Notices. Any notices or other  communications  required or permitted
hereunder  shall  be  sufficiently  given  if:  personally  delivered;  sent  by
registered  or certified  mail,  return  receipt  requested;  or sent by express
delivery through a nationally  recognized company that provides  confirmation of
delivery; in each case addressed as follows:

                           If to the Corporation or SFO, to:

                                            Ronald G. Wolfbauer, Jr.
                                            President
                                            Strategic Futures and Options, Inc.
                                            1750 Yankee Doodle Road
                                            Eagan, MN 55121

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                           If to Postma, to:

                                            Dennis D. Postma
                                            P.O. Box 668
                                            Pierre, SD 57501

                           If to Roland, to:

                                            Keith P. Roland
                                            4875 Lily Avenue North
                                            Lake Elmo, MN 55042

or such  other  addresses as shall  be furnished  in writing by any party in the
manner for giving notices hereunder, and any  such notice or communication shall
be deemed to have been given as of the date received.

         4. Attorney's  Fees. In the event that any Party  institutes any action
or suit to enforce this Agreement or to secure relief from any default hereunder
or  breach  hereof,   the  breaching   Party  or  Parties  shall  reimburse  the
non-breaching Party or Parties for all costs,  including  reasonable  attorneys'
fees,  incurred in  connection  therewith  and in  enforcing or  collecting  any
judgment rendered therein.

         5. Miscellaneous.  The terms, covenants and conditions herein contained
shall be  binding  upon and  inure  to the  benefit  of the  Parties  and  their
respective heirs, successors,  transferees and assigns. No Party may assign this
Agreement  or any  rights  hereunder  to anyone  except  with the prior  written
consent of the other Parties.  This Agreement  constitutes the entire  agreement
between the Parties  with respect to the subject  matter  hereof and may only be
modified by a subsequent  writing  executed by all Parties hereto.  If any term,
covenant,  condition or agreement of this Agreement or the  application of it to
any person or circumstance shall to any extent be invalid or unenforceable,  the
remainder of this Agreement or the application of such term, covenant, condition
or  agreement  to persons or  circumstances,  other than those as to which it is
invalid  or  unenforceable,  shall  not be  affected  thereby,  and  each  term,
covenant,  condition or agreement of this Agreement  shall be valid and shall be
enforced to the extent  permitted by law. Time is expressly  made of the essence
of all the provisions of this Agreement. This Agreement shall be interpreted and
construed  only by the contents  hereof,  and there shall be no  presumption  or
standard of  construction  in favor of or against  either Seller or Buyer.  This
Agreement  shall be construed and enforced in accordance  with, and governed by,
the laws of the state of Minnesota.  The individuals executing this Agreement on
behalf of corporate  entities represent and warrant that they have the power and
authority to do so, and to bind the entities on whose behalf they are  executing
this Agreement.

         6.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,  and each of such counterparts shall for all purposes be deemed to
be an original.

         Dated effective as of the date first written above.

  The Company:                              SFO:

  TELS Corporation                          Strategic Futures and Options, Inc.
  A Utah Corporation                        A Minnesota Corporation


  By /s/ Ronald G. Wolfbauer, Jr.           By  /s/ Ronald G. Wolfbauer, Jr.
    -----------------------------              -----------------------------
  Ronald G. Wolfbauer, Jr.                  Ronald G. Wolfbauer, Jr.
  President and CEO                         President and CEO


  Postma:                                   Rowland:

   Dennis D. Postma                         /s/ Keith P. Rowland
  -----------------                         ----------------------
  Dennis D. Postma                          Keith P. Rowland
  An Individual                             An Individual



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