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                         FOR MSTGS OFFICIAL USE ONLY:
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         DATE APPLICATION RECEIVED: _ _-_ _-_ _      NEW REP. I.D. NO.:
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MSTG SOLUTIONS                                   INDEPENDENT REPRESENTATIVE FORM

_________ 3111 NORTH TUSTIN STREET, SUITE 280, ORANGE, CALIFORNIA 92865
Revised          Telephone: 714-279-2980 Facsimile: 714-282-0035
1-20-2003      E-Mail: repsupport@mstgs.com Website: www.mstgs.com
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                         APPLICANT REQUIRED INFORMATION
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FIRST NAME:                M.I.:     LAST NAME:
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BIRTHDATE: _ _-_ _-_ _ _ _ (mm-dd-yyyy)
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SOCIAL SECURITY NO (or EIN/Fed. Tax I.D., if applicable): _ _ _-_ _-_ _ _ _
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COMPANY (if applicable):               STREET ADDRESS:
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CITY:                STATE:            ZIP:            COUNTRY:
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HOME TELEPHONE:          WORK TELEPHONE:          MOBILE TELEPHONE:
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FAX:                     E-MAIL ADDRESS:
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                               SPONSOR INFORMATION
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SPONSOR NAME:          SPONSOR ID NO:          SPONSOR TELEPHONE NO:
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            INDEPENDENT REPRESENTATIVE AGREEMENT (PLEASE CHOOSE ONE)
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_____  $99    OPTIONAL CUSTOMER REPRESENTATIVE: I elect to participate at the
              Optional Customer Representative Position.

_____  $499   OPTIONAL TEAM TRAINER: I elect to participate at the Optional Team
              Leader Position

1.   I  agree  to  participate  in  the  MSTG  Solutions,   Inc.'s   Independent
     Representative  Program chosen above. I unconditionally  agree to all terms
     and  conditions in this  Agreement,  including the terms and conditions set
     forth in MSTG Solutions,  Inc.'s  Policies and Procedures.  The Independent
     Representative  Program consists of: 1) The initial administrative setup on
     MSTG  Solutions,   Inc.'s  processing   service  which,  along  with  other
     supporting  services,  pays all earned  commissions  and bonuses.  2) Basic
     Independent   Representative   Training   appointed  by  other  Independent
     Representatives  for  training  and  presenting.  3) The use of systems and
     resources.
2.   I understand that the purchase of all MSTG Solutions,  Inc. retail products
     and services is optional.  I  acknowledge  that any purchase of sales aids,
     training  materials or training is strictly  voluntary.  I also  understand
     that if I choose to sponsor others to participate in MSTG Solutions, Inc.'s
     Marketing Plan, I will not receive any compensation  whatsoever for the act
     of  sponsoring or  recruiting,  and that I will be  compensated  based upon
     retail  sales  of  MSTG  Solutions,  Inc.  products  and  services  to  end
     customers.  I acknowledge that permissible purchases shall automatically be
     modified  to  comply  with   exemption   requirements   set  forth  in  any
     Local/State/Federal Laws.
3.   I agree to conduct  my MSTG  Solutions,  Inc.  business  in a  professional
     manner  and  obey  all   Local/State/Federal   Laws.  I   understand   that
     participation  in the program does not  guarantee nor assure any profits or
     success. I certify to MSTG Solutions,  Inc. that no such  representation of
     income or success has been made to me by MSTG  Solutions,  Inc.,  or any of
     its  Independent  Representatives,  and  should  that  occur  I  commit  to
     notifying MSTG Solutions,  Inc. in writing, of such  representation  within
     (7) days of signing this agreement.
4.   I agree to timely pay for any products,  materials, services or other items
     that  I  purchase  from  MSTG  Solutions,  Inc.  I  acknowledge  that  MSTG
     Solutions,  Inc. may offset such debt from any monies owing to me under its
     Marketing Plan. I may terminate this Independent  Representative  Agreement
     for any reason,  at any time, by giving MSTG Solutions,  Inc. prior written
     notice at its address of record.  MSTG  Solutions,  Inc. may terminate this
     Agreement  pursuant to its Policies and  Procedures  or in the event that I
     breach any part of this Agreement.
5.   Upon request or written notice of termination of this Agreement pursuant to
     the  procedures  set forth in this  Agreement  within one [1] year from the
     date of purchase, MSTG Solutions,  Inc. shall repurchase the Marketing Kit,
     provided that, the Marketing Kit is returned to MSTG  Solutions,  Inc. in a
     usable and resalable  condition.  The repurchase shall be at a price of not
     less than 90% of MSTG Solution, Inc.'s cost to provide the Marketing Kit to
     the Independent Representative.
I hereby apply to become an Independent  Representative for MSTG Solutions, Inc.
and have  carefully  read and agree to abide by all terms and conditions of this
Agreement,  the  Marketing  Plan  and the  MSTG  Solutions,  Inc.  Policies  and
Procedures which are incorporated by reference herein.


Applicant Signature ___________________________________     Date _ _-_ _-_ _ _ _
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METHOD OF PAYMENT
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___  CASH
___  CHECK (please make payable to MSTG
     SOLUTIONS, INC.)
___  CREDIT CARD (please circle one):
     Visa          Mastercard
     Discover      American Express           CREDIT CARD IMPRINT SPACE
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CREDIT CARD NUMBER:          EXPIRATION:          BILLING TELEPHONE NO.:
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NAME ON CREDIT CARD:                   BILLING ADDRESS:
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CITY:                STATE:            ZIP:            COUNTRY:
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                             NOTICE OF CANCELLATION
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By signing below, I acknowledge that this "Method of Payment" portion is only an
application  and not a contract or an agreement with MSTG  Solutions,  Inc. MSTG
Solutions,  Inc.  reserves the right, in their sole  discretion,  to reject this
application  for any or no reason.  If this  application is accepted,  I further
acknowledge that the  relationship  between me and the company is subject to all
of the terms and  conditions  set forth in the Policies and  Procedures  of MSTG
Solutions,  Inc. I represent and warrant that [A] I have all requisite power and
authority  to bind the  above  -named  company  and to cause it to  fulfill  its
obligations  and  agreements  with  MSTG  Solutions,  Inc.  [B] The  information
provided above is accurate and complete.  By signing  below, I hereby  authorize
MSTG  Solutions,  Inc.  to charge my bank  account or credit card for the amount
indicated  above.  The  authority  will  remain  in effect  until I notify  MSTG
Solutions,  Inc.,  in  writing,  to  cancel  it in such  time as to  afford  the
financial institution a reasonable opportunity to act upon it. I understand that
I may cancel  this  transaction  at any time prior to  midnight of the third [3]
business day after the date of the initial transaction. If I cancel within three
[3] business days from the date of this Agreement, any payments made by me under
this  Agreement and any  instrument  executed by me will be returned  within [3]
business  days  following  receipt by MSTG  Solutions,  Inc. of my  Cancellation
Notice.  If I cancel,  I must make any  literature  or materials I have received
available for return to MSTG Solutions,  Inc. in substantially as good condition
as when  received.  To cancel this  agreement,  I must mail,  via  registered or
certified  mail,  return  receipt  requested,  or  deliver  personally  to  MSTG
Solutions,  Inc.  a signed,  dated  copy of a Notice of  Cancellation  or send a
telegram to: MSTG  Solutions,  Inc., 3111 N. Tustin St., Suite 280,  Orange,  CA
92865.  If  cancellation  occurs after [3]  business  days from the date of this
Agreement,  then  Item  #5 in the  Independent  Representative  Agreement  above
applies.  Refunds are in compliance with applicable  Local/State/Federal Law. If
the cancellation period varies from state law, that state law will supersede the
limitation contained herein.


Account Holder Signature _________________________________  Date _ _-_ _-_ _ _ _
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