EXHIBIT 10.17

                             POLICIES AND PROCEDURES

                                       OF

                                 MSTG SOLUTIONS

<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


SECTION 1 - GENERAL

1.1  Policies and Procedures

The policies and procedures of MSTG Solutions,  Inc. are  incorporated  into the
Independent   Representative   Agreement  and  form  an  integral  part  of  the
Independent  Representative  Form. The term "Agreement" is used  collectively to
refer  to  the  Independent  Representative  Agreement,  Advertising  Rules  and
Regulations,  Marketing,  Compensation Plan and those Policies and Procedures as
set forth herein as such Policies and Procedures,  Marketing,  Compensation Plan
and the Rules and  Regulations  which may be  amended  from time to time.  These
documents are incorporated,  by reference,  into the Independent  Representative
Agreement in their current form as amended by MSTG Solutions, Inc.

1.2  Purpose

MSTG  Solutions,  Inc.  is a direct  sales  company  that  markets  through  its
Independent Representatives, the sale of business-related products and services.
Independent  Representatives  are  required  to comply with all of the terms and
conditions  set  forth  in the  Agreement,  which  MSTGS  may  amend at its sole
discretion from time to time, as well as all International,  Federal,  State and
Local Laws governing the MSTG Solutions, Inc. business.

1.3  Changes  to  the  Independent   Representative   Agreement,   Policies  and
     Procedures, Marketing and Compensation

By  signing  the   Independent   Representative   Agreement,   the   Independent
Representative  agrees to abide by all  amendments  or  modifications  that MSTG
Solutions,  Inc. elects to make.  Notification of amendments,  modifications  or
changes will be effective upon publication  (i.e.,  facsimile,  electronic mail,
regular  mail,  etc.).  The  continuation  of the  Independent  Representative's
business,  or  the  Independent   Representative's  acceptance  of  commissions,
residual  income,  if any,  or  bonuses  constitutes  acceptance  of any and all
amendments.

SECTION 2 - BECOMING AN INDEPENDENT REPRESENTATIVE

2.1 Requirements to become an Independent Representative.

In order to become an MSTG  Solutions,  Inc.  Independent  Representative,  each
applicant must meet all of the following criteria:

     o    Be the age of majority in his or her state of residence

     o    Have a  valid  Social  Security  Number,  Federal  Tax  Identification
          Number, Employer Identification Number, or allow MSTG Solutions,  Inc.
          to withhold in the case of Foreign Nationals.

MSTG Solutions,  Inc.  reserves the right to reject any applications to become a
new  Independent  Representative  or  applications  for  renewal in the event of
violation  of  the   Independent   Representative   Agreement  or  Policies  and
Procedures.

2.2  Independent Representative Benefits

Once  an   Independent   Representative   Form,   containing   the   Independent
Representative  Agreement,  has  been  accepted  by MSTG  Solutions,  Inc.,  the
benefits  of  the  Marketing   and   Compensation   Plan  and  the   Independent
Representative  Agreement are available to the new  Independent  Representative.
These benefits include the right to:

     o    Purchase MSTG Solutions,  Inc.  programming,  products and services at
          the Independent Representative price.

     o    Participate in the MSTG  Solutions,  Inc.  Marketing and  Compensation
          Plan (receive commissions, overrides and bonuses, if qualified).

     o    Sponsor  and  enroll  other   individuals  as  MSTG  Solutions,   Inc.
          Independent Representatives.

     o    Receive  periodic MSTG Solutions,  Inc.  literature and other forms of
          MSTG Solutions, Inc. communication.

     o    Participate in MSTG Solutions,  Inc.  sponsored support in the form of
          training,  motivational events and recognition functions, upon payment
          of appropriate charges, if applicable.


                                       1
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


     o    Participate  in  promotional  and  incentive   contests  and  programs
          sponsored by MSTG Solutions, Inc. for its Independent Representatives.

SECTION 3 - MSTG Solutions, Inc. Business

3.1 Adherence to the MSTG Solutions, Inc. Marketing and Compensation Plan.

Independent Representatives must adhere to the terms of the MSTG Solutions, Inc.
Marketing and Compensation  plan, as set forth in official MSTG Solutions,  Inc.
literature. Independent Representatives shall not offer the MSTG Solutions, Inc.
opportunity through, or in combination with any other system,  program or method
of marketing other than that specifically stated in the official MSTG Solutions,
Inc.  literature.  Independent  representatives  shall not require or  encourage
other  Independent  Representatives  to execute any agreement or contract  other
than the official  MSTG  Solutions,  Inc.  agreements  and contracts in order to
become  an  MSTG  Solutions,   Inc.   Independent   Representative.   Similarly,
Independent  Representatives  shall not require or encourage  other  Independent
Representatives  to make any  purchases  from,  or payment to any  individual or
other  entity  to  participate  in  the  MSTG  Solutions,   Inc.  Marketing  and
Compensation  Plan  other  than  those  purchases  or  payments   identified  as
recommended or required in official MSTG Solutions, Inc. literature.

3.2 Advertising

The  company  reserves  the right to  reject  any  applications  to become a new
Independent Representative or applications for renewal in the event of violation
of the  Agreement.  In the  conduct  of his  or her  business,  the  Independent
Representative  shall  safeguard and promote the  reputation of MSTG  Solutions,
Inc.  and  its  programming  and  products  (also  see  Advertising   Rules  and
Regulations). The marketing and promotion of MSTG Solutions, Inc., the Marketing
and  Compensation  Plan, and MSTG Solutions,  Inc.'s  programming,  products and
services  shall be  consistent  with the  public  interest  and must  avoid  all
discourteous, deceptive, misleading, unethical or immoral conduct or practices.

3.3 Addition of Co-Applicants.

When adding a  co-applicant  (either an  individual  or  business  entity) to an
existing MSTG Solutions,  Inc.  business,  MSTG Solutions,  Inc. requires both a
written  request,  as well as a properly  completed  Independent  Representative
Agreement  containing  the  applicant  and the  co-applicant's  Social  Security
Number, Federal Tax Identification Number or Employer Identification Number with
signatures.  To prevent  circumvention  of this  Section  (regarding  changes an
assignments of a MSTG Solutions,  Inc.  business),  the original  applicant must
remain as a party to the original Independent Representative Form and Agreement.
The  original   Independent   Representative   may  not  terminate  his  or  her
relationship  with MSTG Solutions,  Inc., he or she must change or assign his or
her business in accordance  with Section 3.21. All bonus and  commission  checks
will  be  sent  to  the   address   of  record  of  the   original   Independent
Representative.  There is a non-refundable  $50.00 fee for each applicant change
requested,  which must be included  with the written  request and the  completed
Independent  Representative Form containing the Agreement.  MSTG Solutions, Inc.
may, at its discretion,  require  notarized  documents  before  implementing any
changes to an MSTG Solutions, Inc. business. Please allow thirty [30] days after
the receipt of the request by MSTG Solutions,  Inc. for processing.  Please note
that the  modifications  permitted  within  the scope of this  paragraph  do not
include a change of sponsorship. Changes of sponsorship are addressed in Section
3.4 below.

3.4 Change of Sponsorship

To protect the integrity of all marketing  organizations  and safeguard the hard
work  of  all  Independent   Representatives,   MSTG  Solutions,  Inc.  strongly
discourages changes in sponsorship.  Maintaining the integrity of sponsorship is
critical  for  the  success  of  every  Independent  Representative  and  market
organization.  Accordingly,  the change of a MSTG Solutions,  Inc. business from
one sponsor to another is rarely permitted.  Requests for changes of sponsorship
must be submitted in writing to the  Compliance  Department and must include the
reason  for the  change.  Changes  will  be  considered  only  in the  following
circumstances:

     o    In cases involving fraudulent inducement or unethical  sponsoring,  an
          Independent  Representative  may request  that he or she be changed to
          another organization with his or her

                                       2
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


          entire marketing organization intact. All requests for change alleging
          fraudulent  enrollment  practices shall be evaluated on a case-by-case
          basis,  with MSTG Solutions,  Inc.  having the final decision  whether
          such infraction occurred.

     o    The  Independent  Representative  seeking to change submits a properly
          completed and fully  executed  Sponsorship  Change Form  (available by
          faxed  request  to the  Compliance  Department),  which  includes  the
          written  approval  of all  parties  (up to seven [7]  levels of active
          Independent  Representative uplines), whose income will be affected by
          the change.  Photocopied or facsimile  signatures are not  acceptable.
          All Independent  Representatives'  signatures  must be notarized.  The
          Independent  Representative  who  requests  the change  must  submit a
          non-refundable $50.00 for administrative  charges and data processing.
          If the  changing  Independent  Representative  also  wants to move any
          Independent Representative in his or her marketing organization,  each
          downline  Independent  Representative  also  must  obtain  a  properly
          completed  Sponsorship  Change  Form and return it to MSTG  Solutions,
          Inc. with the non-refundable $50.00 change fee (i.e., the cost to move
          an MSTG Solutions, Inc. business).

     o    Downline  Independent  Representatives  will  not be  moved  with  the
          changing Independent  Representative unless all of the requirements of
          this  paragraph are met.  Changing  Independent  Representatives  must
          allow  thirty  [30] days after the receipt of the  Sponsorship  Change
          Form for  processing  and verifying  change  requests.  Final approval
          rests with MSTG Solutions, Inc.

3.5 Cancellation, Termination and Re-Application

An  Independent   Representative  may  legitimately   change   organizations  by
voluntarily  canceling or terminating his or her MSTG Solutions,  Inc.  business
and  remaining  inactive for three [3] full calendar  months (i.e.,  no sales of
MSTG Solutions,  Inc. products and services, no sponsoring, no attendance at any
of the MSTG Solutions,  Inc.  functions,  no  participation in any other form of
Independent Representative activity or no operation of any other MSTG Solutions,
Inc. Independent  Representative's  business).  Following the three-month period
after  cancellation or termination,  the former  Independent  Representative may
re-apply under a new sponsor.

3.6 Refund

An Independent  Representative  may request a refund by providing written notice
to MSTG  Solutions,  Inc.  within three [3] business  days after the date of the
transaction. To cancel the transaction,  mail or deliver a signed and dated copy
of the  Cancellation  Notice or any other written notice,  or send a telegram to
MSTG Solutions,  Inc., 3111 N. Tustin Street,  Suite 280,  Orange,  CA 92865, no
later than  midnight of the third [3]  business  day.  If a refund is  requested
after the third [3] business day, then 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 Solutions, Inc.'s cost to provide the Marketing Kit to
the Independent Representative.

3.7 Unauthorized Claims and Representations

3.7.1 Indemnification
An Independent  Representative is fully responsible for all of his or her verbal
and  written  statements  made  regarding  the MSTG  Solutions,  Inc.  facility,
programming,  products, services, and the Marketing and Compensation Plan, which
are not  expressly,  contained in the current,  official  MSTG  Solutions,  Inc.
materials.  Independent  Representatives agree to indemnify MSTG Solutions, inc.
and hold it  harmless  from any and all  liability  including  judgments,  civil
penalties, refunds, attorney fees, court costs or lost business incurred by MSTG
Solutions,  Inc. as a result of the  Independent  Representative's  unauthorized
representations.

3.7.2 Income Claims
In their  enthusiasm to enroll  prospective  Independent  Representatives,  some
Independent  Representatives  occasionally  are tempted to make income claims or
earnings  representations  in order to demonstrate the inherent power of network
marketing. This is counterproductive because new

                                       3
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


Independent  Representatives  may  become  disappointed  very  quickly  if their
results are not as extensive or as rapid as the results of others have achieved.
At MSTG Solutions,  Inc., we firmly believe that the MSTG Solutions, Inc. income
potential  is great  enough  to be  highly  attractive,  without  reporting  the
earnings of others.  Moreover,  the Federal Trade  Commission and several states
have laws and regulations  that govern or even prohibit  certain types of income
claims and  testimonials  made by personas engaged in network  marketing.  While
Independent  Representatives  may believe it is beneficial to provide  copies of
checks,  or to disclose the earnings of  themselves or others,  such  approaches
have legal consequences that can negatively impact MSTG Solutions, Inc., as well
as  the  Independent   Representative   making  the  claim  unless   appropriate
disclosures  required  by law are also made  contemporaneously  with the  income
claim or earnings  representation.  Because  MSTG  Solutions,  Inc.  Independent
Representatives  do not  have the  data  necessary  to  comply  with  the  legal
requirements  for making income  claims,  an  Independent  Representative,  when
presenting or discussing the MSTG  Solutions,  Inc.  opportunity,  Marketing and
Compensation Plan to a prospective  Independent  Representative or customer, may
not make income projections and income claims.

3.8 Conflicts of Interest

3.8.1 Unauthorized Recruiting and Sales
In order to avoid  conflicts of interest and  loyalties,  MSTG  Solutions,  Inc.
Independent Representatives may not participate in other direct selling, network
marketing  or  multi-level   marketing   ventures   (collectively   "multi-level
marketing"), which directly or indirectly conflict with the type of products and
services promoted by MSTG Solutions, Inc.

3.8.2 Non-Solicitation of MSTG Solutions,  Inc. Independent  Representatives and
Customers.
For a period of nine months after the cancellation  (cancellation  may be either
voluntary,  involuntary,  through non-renewal or inactivity) of an individual or
entity's Independent Representative Agreement, the ex-Independent Representative
shall not, directly or through a third party,  solicit any MSTG Solutions,  Inc.
Independent  Representative or Customer for any direct sales,  network marketing
or multi-level  marketing  program or opportunity.  This provision shall survive
the termination or cancellation of the Independent  Representative's  Agreement.
If the solicitation of the Independent  Representative  or Customer is performed
by a third  party  outside of the  Independent  Representative  Agreement,  MSTG
Solutions,  Inc.  will  undertake  any and all  legal  actions  necessary  to be
compensated for the irreparable harm caused by the unauthorized solicitation.

3.8.3 Genealogies and Downline Activity Reports
All genealogies and downline  activity  reports are  confidential and constitute
proprietary business trade secrets belonging to MSTG Solutions, Inc. Genealogies
and Downline Activity Reports are provided to active Independent Representatives
only  in  the  strictest  confidence  and  are  made  available  to  Independent
Representatives  for the sole purpose of assisting  Independent  Representatives
and their  respective  downline  organizations  in the development of their MSTG
Solutions, Inc. business.  Independent  Representatives should use these reports
to manage,  motivate and train their downline Independent  Representatives.  The
Independent  Representatives  and MSTG Solutions,  Inc. agree that, but for this
Agreement of confidentiality and non-disclosure,  MSTG Solutions, Inc. would not
provide   Genealogies   and  Downline   Activity   Reports  to  the  Independent
Representatives.  During any term of the  Independent  Representative  and for a
period of nine months after the  termination  or expiration  of the  Independent
Representative  Agreement  between  the  Independent   Representative  and  MSTG
Solutions, Inc., for any reason whatsoever, the Independent Representative shall
not, on his or her own behalf,  or on behalf of any other  person,  partnership,
association, corporation or other entity:

     o    Directly or  indirectly  disclose  any  information  contained  in any
          Genealogy or Downline Activity Report to any third party.

     o    Use the information to compete with MSTG  Solutions,  Inc., or for any
          purpose other than promoting his or her MSTG Solutions, Inc. business.

     o    Recruit or solicit any Independent  Representative or Customer of MSTG
          Solutions,  Inc.  listed on any  report or in any  manner  attempt  to
          influence or induce any Independent Representative or Customer of MSTG
          Solutions,  Inc.  to  alter  their  business  relationship  with  MSTG
          Solutions,   Inc.   Use  or  disclose  to  any  person,   partnership,
          association, corporation or

                                       4
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


          other entity any  information  contained in any  Genealogy or Downline
          Activity  Report.  Conflict of Interest  provisions  shall survive the
          cancellation  or  termination  of this  Agreement.  Upon demand by the
          Company, any current or former Independent  Representative will return
          the  original  and all  copies of  Genealogies  or  Downline  Activity
          Reports to the Company, representing that any and all copies have been
          returned.

3.9 Corporations, Partnerships and Trusts

A corporation,  partnership or business trust may apply to be a MSTG  Solutions,
Inc. Independent  Representative by submitting its Certificate of Incorporation,
Partnership  Agreement or Trust  documents  (these  documents  are  collectively
referred to as the "Entity  Documents") to MSTG  Solutions,  Inc.,  along with a
properly completed  corporation,  partnership,  trust or DBA form, along with an
Independent Representative Form containing the Agreement. A MSTG Solutions, Inc.
business may change its status under the same  sponsor from an  individual  to a
partnership,  corporation or trust, or form one type of Entity to another. To do
so, the Independent Representatives must provide the documents. The corporation,
partnership,  trust  or DBA  form  must be  signed  by all of the  shareholders,
partners or trustees.  Members of the  Corporation,  Limited-Liability  Company,
Trust or DBA are  jointly and  severally  liable for any  indebtedness  or other
obligation to MSTG  Solutions,  Inc. It is the  responsibility  of those persons
involved in the Entity to conform to the laws of the state in which their Entity
is formed.

3.10 Cross-Group Sponsoring

"Cross-Group Sponsoring" is defined as the enrollment of an individual or Entity
that already has a current Customer or Independent  Representative  Agreement on
file with MSTG  Solutions,  Inc.,  or who has had such an  agreement  within the
preceding three calendar months, within a different line of sponsorship.  Actual
or attempted cross-group sponsoring is strictly prohibited.  The use of a spouse
or  relative's   name,   trade  names,   DBAs,   assumed  names,   corporations,
partnerships,   trusts,  Federal  Tax  Identification   Numbers,  or  fictitious
Identification  numbers to circumvent this policy is prohibited.  An Independent
Representatives  may not demean,  discredit or invalidate  other MSTG Solutions,
Inc.  Independent  Representatives  in an attempt to entice another  Independent
Representatives  to  become  part  of  the  first  Independent  Representative's
marketing  organization.  This policy  shall not  prohibit the change of an MSTG
Solutions, Inc. business in accordance with Section 3.20.

3.11 Errors or Questions

In the event an Independent  Representative has questions about, or believes any
errors  have  been  made,  regarding  commissions,  bonuses,  downline  activity
reports,  automatic  drafts or charges,  the  Independent  Representatives  must
notify MSTG Solutions, Inc. within 30 days of the date of the purported error or
incident in question.  MSTG  Solutions,  Inc.  will not be  responsible  for any
errors, omissions or problems not reported within 30 days.

3.12 Governmental Approval or Endorsement

Neither Federal,  State, nor Local regulatory  agencies or officials  approve or
endorse  any  direct  selling  or  network  marketing   companies  or  programs.
Therefore,  Independent  Representatives  shall not represent or imply that MSTG
Solutions,  Inc. or its Marketing and  Compensation  Plan have been  "approved,"
"endorsed" or otherwise sanctioned by any government agency.

3.13 Holding Applications or Orders

Independent  Representatives  must not manipulate  enrollments or new applicants
and purchases of products. All Independent  Representative Forms and Agreements,
and product orders must be sent to MSTG Solutions, Inc. within 24 hours from the
time they are executed.

3.14 Identification

All  Independent  Representatives  are required to provide their Social Security
Number,  Social Insurance Number or a Federal Taxpayer  Identification Number to
MSTG Solutions, Inc. on the Independent  Representative Form and Agreement. Upon
enrollment,  MSTG Solutions, Inc. will provide the Independent  Representative a
unique identification number by which he or she will be identified.  This number
will be used to track commissions and bonuses.

                                       5
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


3.15 Income Taxes

Every  year,  MSTG   Solutions,   Inc.  will  provide  the  IRS  From  1099-MISC
(non-employee  compensation)  earnings  statement to each United States resident
who had earnings of over $600.00 in the previous calendar year. Each Independent
Representative  is responsible for paying local,  state and federal taxes on any
income received as an Independent Representative.

3.16 Independent Contractor Status

Independent  Representatives  are  contractors  and  are  not  purchasers  of  a
franchise or a business opportunity.  The agreement between MSTG Solutions, Inc.
and  its  Independent  Representatives  does  not  create  an  employer-employee
relationship,  agency, partnership or joint venture between MSTG Solutions, Inc.
and the Independent  Representative.  Independent  Representatives  shall not be
treated  as an  employee  for  his or her  services  or for  Federal,  State  or
Provincial tax purposes.  All  Independent  Representatives  are responsible for
paying  local,  state and federal taxes due from all  compensation  earned as an
Independent   Representative   of   MSTG   Solutions,   Inc.   The   Independent
Representative  has no authority  (expressed  or implied) to bind the company to
any obligation.  Each Independent  Representative is encouraged to establish his
or her own goals,  hours and methods of sale, so long as he or she complies with
the  terms of the  Independent  Representative  Agreement,  these  Policies  and
Procedures and applicable laws.

3.17 International Marketing

Independent   Representatives  are  authorized  to  sell  MSTG  Solutions,  Inc.
programming,   products,   services   and  enroll   customers   or   Independent
Representatives  in other countries in which MSTG Solutions,  Inc. is authorized
to  conduct  business,  as  announced  from  time to time  in  official  company
literature.  MSTG Solutions, Inc. products cannot be shipped into or sold in any
foreign  country for the purpose of resale.  No Independent  Representative  may
sell, give, change,  import, export or distribute MSTG Solutions,  Inc. products
or  sales  aids  in  any  unauthorized  country.  In  addition,  no  Independent
Representative may, in any unauthorized country:

     o    Conduct sales, enrollment or training meetings.

     o    Enroll  or  attempt  to  enroll  potential  customers  of  Independent
          Representatives.

     o    Conduct any other activity for the purpose of selling MSTG  Solutions,
          Inc. programming  products,  establishing a marketing  organization or
          promoting the MSTG Solutions, Inc. opportunity.

3.18 Laws and Ordinances

3.18.1 Compliance with Federal, State and Local Laws
Independent  Representatives shall comply with all federal, state and local laws
and regulations in the conduct of their  businesses.  The violation or attempted
violation of any such law or  regulation,  or fraudulent  or deceptive  conduct,
shall be grounds for disciplinary action by MSTG Solutions, Inc.

3.19 Minors

A minor is a person who is not of legal age (as recognized by the state in which
they reside) to enter into a legal and binding contract.

3.20 One MSTG Solutions, Inc. Business

An Independent  Representative may operate or have ownership interest,  legal or
equitable,  in only one MSTG Solutions,  Inc. business.  No individual may have,
operate  or  receive  compensation  from  more  than  one MSTG  Solutions,  Inc.
business. Individuals of the same family unit may enter into or have an interest
in more  than one  Independent  Representative  Agreement.  A  "family  unit" is
defined as spouses and dependent  children  living at, or doing business at, the
same  address.  The  Independent  Representative  Agreement  is voidable by MSTG
Solutions,  Inc. if the Independent  Representative  or the family unit to which
the Independent  Representative belongs has previously signed on the Independent
Representative  Agreement,  unless the prior agreement expired or was terminated
at least six calendar months prior thereto,  or the Agreement  represents one of
the exceptions below.

                                       6
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


3.20.1 One Sponsorship per Household
An exception to the one business per Independent Representative rule pertains to
married couples,  who may maintain separate Independent  Representative  status.
This  exception only applies when one spouse is the direct sponsor of the other.
Both parties must complete an Independent Representative Agreement and are bound
to the Policies and Procedures, as would any Independent Representative.

3.20.2 When Independent Representatives Marry
Three  possibilities  exist regarding an MSTG Solutions,  Inc. business when two
Independent  Representatives  marry.  Because of the marriage,  the  three-month
waiting period may be waived with upline approval. The possibilities include:

     o    They may maintain their current Independent Representative status.

     o    One  spouse  may  terminate  or sell his or her MSTG  Solutions,  Inc.
          business and become a co-applicant with the other.

     o    One  spouse  can  terminate  or sell his or her MSTG  Solutions,  Inc.
          business.

3.20.3 Actions of Household Members or Affiliated Individuals
If any member of an Independent  Representative's immediate household engages in
any  activity  which,  if  performed by the  Independent  Representative,  would
violate  the  Agreement;  such  activity  will be deemed as a  violation  by the
Independent Representative and MSTG Solutions, Inc. may take disciplinary action
pursuant to the Statement of Policies  against the  Independent  Representative.
Similarly,  if  any  individual  associated  in  any  way  with  a  corporation,
partnership,  trust  or  other  entity  (collectively  "affiliated  individual")
violates the Agreement, such action(s) will be deemed a violation by the Entity,
and MSTG Solutions, Inc. may take disciplinary action against the Entity.

3.21 Request for Records

Any request from an Independent  Representative  for copies of invoices or other
records will require a minimum fee of $12. Requests for printed genealogies will
require a fee of three  [3]  cents per line and with a minimum  cost of $12 plus
postage.  These fees cover the expense of mailing and time  required to research
files and make copies of the  records.  Distribution  by any service  other than
regular  first-class mail will be at an additional charge. All fees must be paid
by credit card in advance of shipping upon request of service.

3.22 Sale, Change or Assignment of a MSTG Solutions, Inc. Business

Although   a   MSTG    Solutions,    inc.    business   is   privately    owned,
independently-operated  business,  the sale,  or change  of  assignment  to MSTG
Solutions,  Inc. business is subject to certain limitations on the change of the
business.  If an  Independent  Representative  wishes  to sell  his or her  MSTG
Solutions, Inc. business, the following criteria must be met:

     o    Protection  of  the  existing  line  of  sponsorship  must  always  be
          maintained so that the MSTG Solutions,  Inc. business  continues to be
          operated in that line of sponsorship.

     o    The buyer or change must not be a current Independent  Representative.
          If the buyer is an active MSTG  Solutions,  Inc., he or she must first
          terminate his or her MSTG Solutions, Inc. business and remain inactive
          for three [3] full  calendar  months  before  becoming  eligible for a
          purchase,  change,  assignment or  acquisition  of any interest in the
          MSTG Solutions, Inc. business.

     o    Before the sale change or assignment  can be finalized and approved by
          MSTG Solutions,  Inc., any debt  obligations  the selling  Independent
          Representative has with MSTG Solutions,  Inc. must be satisfied.  MSTG
          Solutions  reserves the right to have the  purchase  funds placed in a
          MSTG  Solutions,  Inc. escrow account for 90 days before the funds can
          be released to the seller.

     o    The selling  Independent  Representative  must be in good standing and
          not in violation of any of the terms of the Independent Representative
          Agreement or these  Policies  and  Procedures,  or of the  Advertising
          Rules  and  Regulations  in order to be  eligible  to sell,  change or
          assign a MSTG Solutions, Inc. business.

     o    Before approval,  MSTG Solutions,  Inc. requires that all documents of
          sale or change first be signed and notarized by all interested parties
          of the  sale,  change  or  assignment,  and  then  submitted  to  MSTG
          Solutions, Inc. for review and approval. The Buyer must submit a new

                                       7
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


          MSTG Solutions, Inc. Independent  Representative Form and Agreement. A
          non-refundable  fee of  $50.00  for  administrative  charges  and data
          processing must be submitted.

     o    If it is determined in MSTG Solutions, Inc.'s sole discretion that the
          Independent   Representative  Entity  was  changed  in  an  effort  to
          circumvent compliance with the Agreement,  the Policies and Procedures
          or the Compensation  Plan, the change shall be declared null and void,
          and the Independent Representative Entity shall revert to the changing
          Independent Representative,  who shall be treated as if the change had
          never  occurred from the reversion day forward.  If necessary,  and in
          MSTG Solutions, Inc.'s sole discretion,  appropriate action, including
          termination,   may  be  taken   against   the   changing   Independent
          Representative    to   ensure    compliance   with   the   Independent
          Representative  Agreement,  the Policies and  Procedures,  Advertising
          Rules and Regulations.

3.23 Separation or Termination of an MSTG Solutions, Inc. Business

MSTG Solutions,  Inc. Independent  Representatives  sometimes operate their MSTG
Solutions, Inc. businesses as husband-wife  partnerships,  regular partnerships,
corporations  or  trusts.  At such time,  as a  marriage  my end in divorce or a
corporation, partnership or trust (the latter three are collectively referred to
herein as "Entities") may dissolve, arrangements must be made to assure that any
separation  or division of the business is  accomplished  so as not to adversely
affect the interest and income of other Independent  Representatives  up or down
the line of sponsorship.  If the separating parties fail to provide for the best
interests of other Independent  Representatives  and MSTG Solutions,  Inc., MSTG
Solutions,  Inc. will  involuntarily  terminate the  Independent  Representative
Agreement.  During a pending  divorce or Entity  dissolutions,  the parties must
adopt one of the following methods of operation:

     o    One of the parties may, with consent of the other(s), operate the MSTG
          Solutions,  Inc. business pursuant to an assignment in writing whereby
          the relinquishing spouse, shareholders, partners or trustees authorize
          MSTG Solutions, Inc. to deal directly and solely with the other spouse
          or non-relinquishing shareholder partner or trustee.

     o    The parties may continue to operate the MSTG Solutions,  Inc. business
          jointly on a  "business-as-usual"  basis,  whereupon all  compensation
          paid by MSTG  Solutions,  Inc.  will be paid in the joint names of the
          Independent  Representative or in the name of the entity to be divided
          as the parties independently agree between themselves.

Under no circumstances  will the downline  organization of divorcing  spouses or
that  of a MSTG  Solutions,  Inc.  business  formerly  operated  by two or  more
individuals as any form of entity, be divided. Similarly, under no circumstances
will MSTG Solutions,  Inc. split  commission and bonus checks between  divorcing
spouses or members of dissolving Entities.  MSTG Solutions,  Inc. will recognize
only one downline organization and will issue only one commission check per MSTG
Solutions, Inc. business per commission cycle. Commission checks always shall be
issued to the same individual or Entity.  In the event that parties to a divorce
or dissolution  proceeding are unable to resolve a dispute over the  disposition
of commissions  and ownership of the business,  the  Independent  Representative
Agreement shall be involuntarily canceled. If a former spouse or a former Entity
owner  has  completely  relinquished  all  rights  in his or her  original  MSTG
Solutions,  Inc. business,  they are thereafter free to enroll under any sponsor
of their choosing, so long as they meet the waiting period requirements. In such
case,  however,  such  former  spouse  or  partner  shall  have no rights to any
Independent  Representative  in his or her former  organization or to any former
customer.  They must develop the new  business in the same manner,  as would any
other new Independent Representative.

3.24 Sponsoring

All  active  Independent  Representatives  in good  standing  have the  right to
sponsor and enroll others in MSTG Solutions,  Inc. Each prospective  customer or
Independent  Representative  has the  ultimate  right to  choose  his or her own
sponsor. If two Independent  Representatives claim to be the sponsor or the same
Independent  Representative or customer,  MSTG Solutions,  Inc. shall regard the
first  application  received as  controlling.  Basic  tenets of common sense and
consideration should govern.

3.25 Succession

Upon the death of an  Independent  Representative,  his or her  business  may be
passed to his or her heirs. Appropriate legal documentation must be submitted to
MSTG Solutions, Inc. to ensure the

                                       8
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


change  meets  its  requirements.  If the heir so  chooses,  he or she may sell,
change or assign the MSTG Solutions, Inc. Independent Representative Agreement.

3.25.1 Change Upon Incapacitation of an Independent Representative
To effect a change of a MSTG Solutions, Inc. business because of incapacity, the
successor   must  provide  the  following  to  MSTG   Solutions,   Inc.:   legal
documentation sufficient to establish the guardianship, trustee, etc.

3.26 Telemarketing Techniques

The use of any  automated  telephone  solicitation  equipment  or  "boiler-room"
telemarketing  operations in connection  with the marketing or promotion of MSTG
Solutions, Inc., its products or the opportunity is strictly prohibited.

3.27 Internet Protocol - Electronic Mail

MSTG  Solutions,  Inc.  encourages  the use of  electronic  mail  ("e-mail")  in
communicating within your organization.  However,  any general  solicitations to
prospects by sending  unsolicited e-mail messages to e-mail addresses  otherwise
known as "spamming" or "blasting" is strictly prohibited by MSTG Solutions, Inc.
and will  subject  the  Independent  Representative  to  disciplinary  action or
termination.

SECTION 4 - RESPONSIBILITIES OF INDEPENDENT REPRESENTATIVES

4.1 Change of Address or Telephone

Independent  Representatives  planning to move should send their new address and
telephone to MSTG Solutions,  Inc.'s  corporate  offices to the attention of the
Customer Service Department.  The Independent Representative shall give at least
30 days advance notice, in writing or by e-mail, of a change of address. Failure
to follow the above procedure in a timely manner  releases MSTG Solutions,  Inc.
from all liability with regard to misapplication of funds.

4.2 Continuing Development Obligations

4.2.1 Ongoing Training
Any Independent  Representative who sponsors another Independent  Representative
into MSTG  Solutions,  Inc.  must  perform a bona fide  supervisory  function to
ensure that his or her downline is properly operating the business in accordance
with  MSTG  Solutions,   Inc.'s  Policies  and  Procedures  and  the  Agreement.
Independent  Representatives  must  have  ongoing  contact,   communication  and
management  supervision with the Independent  Representatives  in their downline
organizations. Examples of such contact and supervision may include, but are not
limited to: newsletters,  written correspondence,  personal meetings,  telephone
contact,   voicemail,   electronic  mail,  and  the  accompaniment  of  downline
Independent  Representatives to MSTG Solutions, Inc. meetings, training sessions
and other functions.  Upline Independent Representatives are also responsible to
motivate  and train new  Independent  Representatives  in MSTG  Solutions,  Inc.
product  knowledge,   effective  sales  techniques,  the  MSTG  Solutions,  Inc.
Marketing and  Compensation  Plan,  Advertising  Rules and Regulations and these
Policies  and   Procedures.   Independent   Representatives   must  monitor  the
Independent  Representatives  in their  downline  organizations  to ensure  that
downline  Independent  Representatives  do not make improper product or business
claims, or engage in any illegal or inappropriate  conduct. Upon request,  every
Independent Representative should be able to provide documented evidence to MSTG
Solutions,  Inc. of his or her ongoing fulfillment of the  responsibilities of a
sponsor.

4.2.2 Ongoing Sale Responsibilities
Regardless of their level of achievement,  Independent  Representatives  have an
ongoing   obligation  to  continue  to  personally  promote  sales  through  the
generation  of new  customers/licensees  and through  servicing  their  existing
Customers.

                                       9
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


4.3 No Disparagement

In setting the proper example for their  downline,  Independent  Representatives
must not  disparage  MSTG  Solutions,  Inc.  Independent  Representatives,  MSTG
Solutions,  Inc.  products and services,  MSTG Solutions,  Inc.'s facility,  The
Marketing and Compensation Plan or the company's address.

4.4 Reporting Policy Violations

Independent  Representatives observing a Policy violation by another Independent
Representative  should bring the violation directly to the attention of the MSTG
Solutions,  Inc. Compliance Department.  Details of the incidents such as dates,
number of occurrences, persons involved, and any supporting documentation should
be included in a written report to the MSTG Solutions, Inc..

4.5 - Reviewing Policies and Procedures with Applicants

Independent Representatives must review the most current version of the Policies
and Procedures with  individuals whom they are enrolling or sponsoring to become
Independent   Representatives   before  the  applicant   signs  an   Independent
Representative Agreement.

SECTION 5 - BONUSES AND COMMISSIONS

5.1 - Bonus and Commission Qualifications

An  Independent  Representative  must  be  active  and in  compliance  with  the
Agreement to qualify for bonuses and commissions. So long as an IR complies with
the terms of the Agreement,  MSTG Solutions,  Inc. shall pay commissions to such
Independent   Representatives  in  accordance  with  the  MSTG  Solutions,  Inc.
Marketing and Compensation Plan.

5.2 - Adjustment to Bonuses and Commissions

Independent  Representatives receive bonuses and commissions based on the actual
sales of products  and services to end  consumers.  When a product or service is
canceled  or a  request  for a  refund  is made or is  repurchased  by the  MSTG
Solutions,  Inc., the bonuses and  commissions  attributable  to the returned or
repurchased  product(s)  or services  will be deducted in the month in which the
refund  is  given,  and will  continue  every pay  period  thereafter  until the
commission is recovered from the Independent Representative who received bonuses
and  commissions  on the sale of the refunded  product(s)  and/or  services.  If
necessary,  the  Independent  Representative  will be billed  the  amount of the
adjustment  until the account is cleared.  A $10  processing fee will be charged
for each statement issued.

5.3 - Unclaimed Commissions and Credits

Independent  Representatives  must deposit or cash  commission  and bonus checks
within  ninety  (90) days from their  date of  issuance.  A check  that  remains
un-cashed after such period will be voided.

SECTION 6 - SALES REQUIREMENTS

6.1 - Sale of Business-Related Products and Services.

The MSTG Solutions,  Inc. Marketing and Compensation Plan is based upon the sale
of  business-related  products and services to end  consumers.  The  Independent
Representative must fulfill specified personnel and downline organization retail
sale  requirements  (as well as most  other  responsibilities  set  forth in the
Agreement)  to be eligible for bonus,  commissions,  and  advancement  to higher
levels of achievement.  The following sales  requirements  must be satisfied for
the Independent Representative to be eligible for commissions:

     o    Satisfy the requirements as stated in the MSTG SOLUTIONS Marketing and
          Compensation Plan.

     o    Independent  Representatives  must develop or maintain the  prescribed
          Customers every month. These Customers can be  Customer/Licensees  who
          maintain their business related products and services with the payment
          of a  technical  support.  Each month that a customer  pays  technical
          support and or other  ongoing  fees, is considered a customer for that
          month.

                                       10
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


SECTION 7 - INACTIVITY AND CANCELLATION

7.1 - Effect of Cancellation

So long as Independent Representative remains active and complies with the terms
of the MSTG  Solutions,  Inc.  Agreement,  these  Policies and  Procedures,  and
Advertising Rules and Regulations, MSTG Solutions, Inc. shall pay commissions to
such Independent  Representatives in accordance with the MSTG Solutions,  Inc.'s
Marketing  and  Compensation  Plan.  Following an  Independent  Representative's
non-renewal of his or her Independent  Representative Agreement, or voluntary or
involuntary cancellation of his or her Independent Representative Agreement (all
of these methods are  collectively  referred to as  "cancellation"),  the former
Independent  Representative shall have no right, title, claim or interest to the
marketing organization which he or she operated, or any commission or bonus from
the   sales   generated   by  the   organization.   Following   an   Independent
Representative's   cancellation  of  his  or  her   Independent   Representative
Agreement,  the  former  Independent  Representative  shall not hold  himself or
herself out as a MSTG Solutions,  Inc. Independent  Representative and shall not
have the right to sell MSTG  SOLUTIONS  products  or  services.  An  Independent
Representative  whose  Independent  Representative  Agreement is canceled  shall
receive  commissions  and  bonuses  only for the last full pay  period he or she
worked prior to cancellation  (less any amounts withheld during an investigation
preceding an  involuntary  cancellation).  MSTG  Solutions,  Inc. shall have the
right of set off for any amounts owed to MSTG Solutions, Inc.

7.2 - Inactive Status

It is  the  Independent  Representative's  responsibility  to  lead  his  or her
marketing  organization with the proper example in personal  production of sales
to end consumers.  Without this proper example and  leadership,  the Independent
Representative  will lose his or her right to  receive  commissions  from  sales
generated  through  his  or  her  marketing  organization.   If  an  Independent
Representative is also a MSTG Solutions,  Inc.  customer,  and has not fulfilled
his or her  customer  sales  requirements  for a  period  of  three  consecutive
calendar months, his or her Independent Representative Agreement shall be deemed
inactive.  This change of status will become  effective on the day following the
last day of the third month of  inactivity.  MSTG  Solutions,  Inc.  will not be
required to provide written confirmation of the change of status.

7.3 - Involuntary Cancellation

An Independent  Representative's violation of any of the terms of the Agreement,
including any amendments  that may be made by MSTG  Solutions,  Inc. at its sole
discretion,  may result in any of the sanctions  listed in Section 8,  including
the involuntary cancellation of his or her Independent Representative Agreement.
Cancellation  shall be effective on the date on which  written  notice is mailed
and return receipt  requested,  to the Independent  Representative's  last known
address,  or when the  Independent  Representative  receives  actual  notice  of
cancellation, whichever occurs first.

7.4 - Voluntary cancellation

An Independent  Representative  may  voluntarily  cancel his or her  Independent
Representative  agreement  at any time and for any reason by  providing  written
notice to MSTG Solutions,  Inc., indicating his or her desire to discontinue his
or her MSTG  Solutions,  Inc.  business.  The written  notice  must  include the
Independent   Representative's   signature,   printed  name,  address  and  MSTG
Solutions,  Inc. Independent  Representative  Identification Number. All notices
must be mailed (preferably  certified),  and faxed cancellations or terminations
will not be accepted.  Thirty-day  notice is required for all  cancellations  or
terminations of products and services to be effective.

SECTION 8 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

8.1 - Disciplinary Sanctions

Violation  of the  Agreement,  these  Policies and  Procedures,  or any illegal,
fraudulent, deceptive or unethical business conduct by an IR may result, at MSTG
Solutions, Inc. discretion, in one or more of the following corrective measures:

     o    Issuance of a written warning.

     o    Loss of rights to one bonus and commission check.

                                       11
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


     o    Adjustment  of any marketing  organization,  including the movement of
          all or part  of the  marketing  organization  to  another  Independent
          Representative.

     o    Involuntary cancellation of the offender's Independent  Representative
          Agreement.

     o    Requiring the Independent  Representative to take immediate corrective
          measures.

     o    Any other  measure  expressly  allowed  within  any  provision  of the
          Agreement.

     o    Any other measure which MSTG  Solutions,  Inc.  deems  practicable  to
          implement  and  appropriate  to  equitable   resolve  injuries  caused
          partially or exclusively by the  Independent  Representative's  policy
          violation or contractual breach.

     o    Suspension of the individual's  Independent  Representative  Agreement
          for one or more pay periods.

     o    MSTG Solutions,  Inc. may withhold from an Independent  Representative
          all  or  part  of  the   Independent   Representative's   bonuses  and
          commissions   during  the  period   that  MSTG   Solutions,   Inc.  is
          investigating any conduct allegedly in violation of the Agreement.  If
          an Independent  Representative's business is canceled for disciplinary
          reasons,  the  Independent  Representative  will  not be  entitled  to
          recover any commissions withheld during the investigation period.

     o    In situations deemed appropriate by MSTG Solutions,  Inc., the Company
          may institute legal proceeding for monetary and/or equitable relief.

8.2 - Grievances and Complaints

When an  Independent  Representative  has a grievance or complaint  with another
Independent  Representative regarding any practice or conduct in relationship to
their respective MSTG Solutions,  Inc. businesses,  the complaining  Independent
Representative  should first report the problem to his or her  immediate  upline
who should  review  the  matter  and try to  resolve  it with the other  party's
upline. If the matter cannot be resolved,  it must be reported in writing to the
Compliance  Department at the Company. The Compliance Department will review the
facts and attempt to resolve the problem.

8.3 - Compliance Hearing Board

The Board of directors of the Company have appointed a Compliance  Hearing Board
consisting  of one  Independent  Representative,  one  Company  employee  and an
outside  Consultant,  whose  position  may be  substituted  from  time  to  time
depending on the claim or claims made by Company's special regulatory  attorney.
The  Company's  employee and IR on the  Compliance  Hearing  Board will make the
determination when it is necessary to substitute the special regulatory attorney
on the  three-person  Compliance  Hearing  Board.  The purpose of convening  the
Compliance Hearing Board is to:

     o    Review appeals of disciplinary sanctions.

     o    Review   matters    between   MSTG   Solutions,    Inc.    Independent
          Representatives.

After the response or settlement  instituted  by  Compliance  has been denied or
otherwise  remains  unresolved  the Compliance  Hearing Board reviews  evidence,
deliberates and responds to current exceptional issues on a collective basis. An
IR may submit a written  request for a  telephone  or  in-person  hearing for an
appeal within seven business days from the date of:

     o    The written notice by MSTG Solutions, Inc. of disciplinary action

     o    The  written  decision  of  Compliance   regarding   disputes  between
          Independent Representatives.

All communication with MSTG Solutions,  Inc. and the Independent  Representative
seeking  resolution  of a  dispute  must be in  writing  and  directly  with the
Compliance  Department.  It is within the Compliance  Hearing Board's discretion
whether a claim is accepted for review.  If the Compliance  Hearing Board agrees
to review the matter,  it shall  schedule a hearing within 10 days of receipt of
the Independent Representative's written request. All evidence (e.g., documents,
exhibits,  etc.) that an IR desires to have considered by the Compliance Hearing
Board must be submitted to MSTG Solutions, Inc. no later than seven [7] business
days before the date of the hearing.  The Independent  Representative shall bear
all of the expenses  related to his or her  attendance and the attendance of any
witnesses  he or she desires to be present at the  hearing.  The decision of the
Compliance Hearing Board will be final and subject to no further review.  During
the pending of the claim before the Compliance  Hearing Board,  the  Independent
Representative  waives  his or her  right to  pursue  arbitration  or any  other
remedy.

                                       12
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


8.3.1 - Appeals of Involuntary Cancellations
Following an involuntary cancellation,  the canceled Independent  Representative
may appeal the cancellation to the Compliance Hearing Board ("CHB"). Independent
Representatives'  appeals must be in writing and received by the Company  within
thirty (30) days of the date of MSTG Solutions,  Inc.'s cancellation  notice. If
MSTG Solutions,  inc. does not receive the appeal within the 30- day period, the
cancellation will be automatically and irrevocably deemed final. The Independent
Representative  must submit all supporting  documentation with his or her appeal
correspondence.  The  written  appeal  will  be  reviewed  by  the  CHB.  If the
Independent  Representative files a timely appeal of cancellation,  the CHB will
reconsider  the  cancellation,  and notify the  Independent  Representative,  in
writing, of its decision.

8.4 - Arbitration

Any  controversy  or claim arising out of or relating to the  Agreement,  or the
breach  thereof,  shall be settled by arbitration  administered  by the American
Arbitration  Association under its Commercial Arbitration Rules, and judgment on
the  award  rendered  by the  arbitrator  may be  entered  in any  court  having
jurisdiction  thereof.  If  an  Independent  Representative  files  a  claim  or
counterclaim  against  MSTG  Solutions,  Inc.,  he or she  may do so  only on an
individual basis and not with any other Independent  Representative,  or as part
of a class or consolidated action. Independent  Representatives waive all rights
to trial by jury or to any court. All arbitration  proceedings  shall be held in
Orange County,  California.  There shall be one arbitrator,  an attorney at law,
who shall have expertise in business law transactions  with a strong  preference
being an attorney  knowledgeable in the direct selling  industry,  selected from
the panel,  which the American  Arbitration  Panel  provides.  Each party to the
arbitration  shall be responsible for its own costs and expenses of arbitration,
including  legal and filing fees. The decision of the arbitrator  shall be final
and binding on the parties  and may, if  necessary,  be reduced to a judgment in
any court of competent jurisdiction. This agreement to arbitration shall survive
any  termination  or  expiration of the  agreement.  Nothing in the Policies and
Procedures  shall  prevent MSTG  Solutions,  Inc. from applying to and obtaining
from any court having jurisdiction a writ of attachment, a temporary injunction,
preliminary  injunction,  permanent  injunction,  or other  relief  available to
safeguard  and protect  MSTG  Solutions,  Inc.'s  interest  prior to,  during or
following  the filing of any  arbitration  or other  proceeding  or pending  the
rendition of a decision or award in  connection  with any  arbitration  or other
proceeding.

8.5 - Governing Law, Jurisdiction and Venue

Jurisdiction and venue of any matter not subject to arbitration  shall reside in
Orange  County,  State of California.  The law of the State of California  shall
govern all disputes arising from the Agreement.

SECTION 9 - GLOSSARY OF TERMS

ACTIVE INDEPENDENT  REPRESENTATIVE - An Independent Representative who satisfies
the  minimum  Personal  Sales  Volume  requirements,  as set  forth  in the MSTG
Solutions,  Inc.  Marketing and Compensation Plan, to ensure that an Independent
Representative Agreement remains in force.

ACTIVE  RANK  - The  term  "active  rank"  refers  to  the  current  rank  of an
Independent Representative,  as determined by the MSTG Solutions, Inc. Marketing
and Compensation Plan, for any calendar month or volume period. To be considered
"active" relative to a particular rank, an Independent  Representative must meet
the criteria set forth in the MSTG Solutions,  Inc.  Marketing and  Compensation
Plan for his or her respective rank. (See definition of "Rank" below.)

AGREEMENT - The contract between the Company and each Independent Representative
includes   the   Independent    Representative   Application   and   Independent
Representative Agreement, the MSTG Solutions, Inc. Policies and Procedures,  the
MSTG Solutions,  Inc.  Marketing and Compensation  Plan, and the MSTG Solutions,
Inc.  Advertising  Rules  and  Regulations.  These  documents  collectively  are
referred to as the "Agreement".

BONUS VOLUME (BV) - The commissionable value of products and services sold by an
Independent Representative in a calendar month.

                                       13
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


COMMISSIONABLE  PRODUCTS/SERVICES  -  All  MSTG  Solutions,  Inc.  products  and
services  in  which  commissions  and  bonuses  are  paid.  Neither  Independent
Representative Kits nor sales aids are considered commissionable products.

COMPANY - The term "Company" as it is used  throughout the Agreement  means MSTG
Solutions, Inc..

COMPRESSION - The term that defines the process of finding the correct number of
qualified levels for the bonus calculations. "Dynamic compression" refers to the
process of rolling volume upline to find the maximum number of qualified, active
Independent Representatives for commission payout.

CUSTOMER/LICENSEE  - When the term  "Customer"  or  "Licensee"  is used in these
Policies and Procedures or other MSTG Solutions, Inc. literature, it refers to a
direct  Customer.  For purposes of this agreement,  a person who has purchased a
website,  business related services and or products is a direct retail customer.
If a Customer subsequently decides to become an Independent  Representative,  he
or she must then properly complete an Independent Representative Agreement.

DOWNLINE - See "Marketing Organization" below.

DOWNLINE  ACTIVITY REPORT - A monthly report  generated by MSTG Solutions,  Inc.
that is issued with the  Independent  Representative's  commission  and provides
critical data relating to the identities of Independent Representative's,  sales
information  and  enrollment  activity  of  each  Independent   Representative's
marketing organization.  This report contains trade secret information, which is
confidential and remains proprietary to MSTG Solutions, Inc.

DOWNLINE LEG - Each one of the individuals enrolled  immediately  underneath you
and  their  respective  marketing  organizations  represents  on  "leg"  in your
marketing organization.

IMMEDIATE  HOUSEHOLD - Heads of household and dependent  family members residing
in the same house.

INDEPENDENT   CONTRACTOR  -  Any  Independent   Representative  who  sells  MSTG
Solutions,  Inc.  products and services in  accordance  with the  Marketing  and
Compensation Plan and according to his or her own methods and abilities, and who
is subject to the Company's control only as to the MSTG Solutions, Inc. Policies
and Procedures,  Independent Representative Agreement, Compensation Plan and the
Advertising Rules and Regulations.

Independent  Representative  - Any person who has  submitted  a completed a MSTG
Solutions, Inc. Independent  Representative Agreement, has been accepted by MSTG
Solutions,  Inc. and is authorized to sell services and to receive  compensation
in accordance with the requirements of the Marketing and  Compensation  Plan. An
Independent Representative's relationship to MSTG Solutions, Inc. is governed by
the Independent Representative Agreement, which is a fully enforceable contract.
An Independent Representative is a fully Independent Contractor.

INVOLUNTARY  CANCELLATION - The  termination of an Independent  Representative's
Agreement and MSTG Solutions, Inc. business that is initiated by MSTG Solutions,
Inc.

LEVEL - The  layers of  downline  Independent  Representatives  in a  particular
Independent  Representative's  marketing  organization.  This term refers to the
relationship of an Independent  Representative  relative to a particular  upline
Independent   Representative,   determined   by  the   number   of   Independent
Representatives  between them who are related by sponsorship.  For example: if A
sponsors B, who sponsors C who sponsors D, then D is on A's third level.

MARKETING  ORGANIZATION  -- All levels of  Independent  Representatives  below a
particular Independent Representative.

                                       14
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


OFFICIAL MSTG  SOLUTIONS,  INC.  MATERIAL - Literature,  audio or videotapes and
other materials developed,  printed, published or distributed by MSTG Solutions,
Inc. to Independent Representatives or to prospective customers.

OVERRIDE -  Compensation  paid by MSTG  Solutions,  Inc. to a qualified,  active
Independent  Representative  , based upon the sales of  websites,  and  business
related  services and products  generated by that  Independent  Representative's
personal sales organization,  as set forth in the MSTG Solutions, Inc. Marketing
and Compensation Plan.

PERSONAL   SPONSOR  -  This  is  the  person  who   actually   signs  up  a  new
representative.  The  personal  sponsor  has  the  option  of  placing  the  new
representative  in their  first  level or  anywhere  within  their  seven  level
organizations.

PLACEMENT  SPONSOR  - This  is the  person  who is the  actual  upline  of a new
representative,  who was placed by the personal sponsor,  somewhere within their
seven  level   organizations.   POLICIES  AND   PROCEDURES  -  The   Independent
Representative  Agreement,  Policies and Procedures,  Marketing and Compensation
Plan, and Advertising Rules Regulations.***

RANK - The "title" that an Independent  Representative  has achieved pursuant to
the MSTG Solutions, Inc. Marketing and Compensation Plan.

MSTG   SOLUTIONS,   INC.   BUSINESS   -  The  sale  of  MSTG   Solutions,   Inc.
business-related products and services to the general public and the supervision
and training of a retail sales organization.

QUALIFIED  - All  Independent  Representatives  must be  "active"  to be paid on
levels 0 thru 7. The Independent  Representative that has met the qualifications
required for their  ranking  position as detailed in this  agreement  and in the
Marketing and Compensation  Plan, and who is in good standing will be active for
the next bonus period.

SALES AID - Any  material  used in the  merchandising  of  products  to  recruit
prospective   Independent   Representatives,   which  makes  reference  to  MSTG
Solutions,  Inc., its affiliated  companies,  the products,  the MSTG Solutions,
Inc. Marketing Compensation Plan, Advertising Rules and Regulations, or the MSTG
Solutions, Inc. trade names or the MSTG Solutions, Inc. logo.

SPONSOR - An Independent  Representative who causes another individual to become
a MSTG Solutions,  Inc. Independent  Representative and is listed as the Sponsor
on  the  Independent  Representative  Application  and  Agreement.  The  act  of
introducing  others  to MSTG  Solutions,  Inc.  and  assisting  them  to  become
Independent Representatives is called "sponsoring".  The act of selling business
products  and/or services to a Customer is the direct sale of the product and/or
service.

UPLINE - This  term  refers to the  Independent  Representative  or  Independent
Representative  above a particular  Independent  Representative in a sponsorship
line up to the Company. Conversely stated, it is the line of sponsors that links
any particular Independent Representative to the Company.

VOLUNTARY  CANCELLATION  -  The  termination  of an  Independent  Representative
instituted by the  Independent  Representative  who elects to discontinue his or
her  affiliation  with  MSTG  Solutions,  Inc.  for  any  reason  other  than  a
termination instituted by MSTG Solutions, Inc. for breach of contract, violation
of the Policies and Procedures, or Advertising Rules and Regulations.

SECTION 10 - ADVERTISING POLICIES AND REGULATIONS

MSTG Solutions,  Inc. provides  Advertising and regulations  herein for specific
applications.  If ever a question arises regarding any aspect of these rules, we
strongly  encourage  you to call,  e-mail or write to the  corporate  Compliance
Department.  Following these  Advertising Rules and Regulations will ensure that
the  integrity of the company and its services are  correctly  represented.  Any
violation of the  Advertising  Rules and Regulations may subject the Independent
Representative to suspension or termination.

                                       15
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


     o    Independent  Contractors  - You  are  an  Independent  Representative,
          hereinafter referred to as Independent Representative, and all incomes
          are a result of personal  effort.  Hard work is  necessary to succeed!
          Any and all advertisement(s)  shall not in any way imply an employment
          opportunity.  Independent  Representatives are Independent Contractors
          and not employees or agents of MSTG Solutions.

     o    Trade  Names  and  Trademarks  - It is not  permissible  to  use  MSTG
          Solutions, Inc. trademark, trade name, logo, or any facsimiles thereof
          in any  advertising.  A trade  name is a business  name,  or a product
          name, which MSTG Solutions, Inc. has the exclusive legal right to use,
          unless licensed for use and under prescribed  conditions,  approved in
          advance by MSTG Solutions, Inc.

     o    Printed Material Used For Business Identification - Only the following
          information   may  be  included  on  your  business   cards,   titles,
          stationary, letterhead, checkbooks, fax cover sheets, etc.:

          o    The name MSTG Solutions,  Inc. followed by the words "Independent
               Representative,"   "  Independent   Representative   -  Manager,"
               "Independent   Representative   -  Director,"   or   "Independent
               Representative - Regional Vice President," if so entitled.

          o    Your name, address and telephone number.

          o    Address - The MSTG Solutions, Inc. corporate headquarters address
               or the  addresses of any MSTG  Solutions,  Inc.  subsidiaries  or
               strategic  alliances partners of MSTG Solutions,  Inc. may not be
               used in any of your printed or advertising material.

     o    Printing   Advertising   -  No   Internet   Advertising.   Independent
          Representatives  may  not use  terms  such as  "MSTG  Solutions,  Inc.
          Owner," "MSTG  SOLUTIONS  Franchise  Owner,"  "Representative  of MSTG
          SOLUTIONS  .," etc.  may not be  printed  on or  attached  to any MSTG
          Solutions, Inc. Independent Representative personal advertisement.  In
          other words,  you cannot imply that you are the Company or a corporate
          representative of the company as previously stated.

     o    Commercials - The words "MSTG Solutions,  Inc." may not be used in any
          media  advertisements,  whether in print, audio, or video,  including,
          but not limited to, newspaper, magazines, radio and television without
          the specific written approval from corporate Compliance Department, in
          advance.

     o    Trade Fairs, Fairs, Swap Meets, Open Air Markets,  Conventions, etc. -
          In these similar  situations  (Independent  Representatives  may only)
          display (and demonstrate) or have on the premises MSTG Solutions, Inc.
          standard, authorized,  pre-approved advertisements,  signs, brochures,
          posters, products, flyers, journals, and banners.

     o    Video and Audio Tapes - An Independent  Representative may not display
          or mention the name, trademarks, or trade names, in any video or audio
          recording,  including voice mail messages, made by, for, on behalf of,
          or at the  direction  of the same unless all copy (and any charges for
          the audio or video) is  pre-approved,  in writing,  by MSTG Solutions,
          Inc. Any audio or video shall be used only for training or services.

     o    Statements  and  Interviews  to the  Media - Only  certain  authorized
          officials of MSTG Solutions, Inc. are permitted to speak with or write
          to the press or other media for or on behalf of MSTG  Solutions,  Inc.
          or any of its subsidiaries.

     o    Sales Aides and/or  Literature - No part of any MSTG  Solutions,  Inc.
          material, including but not limited to, the Independent Representative
          Training Kit, product flyers,  brochures,  posters,  signs,  journals,
          video or audio  tapes,  or sales  promotion  items,  may be  copied or
          otherwise duplicated.

     o    Franchise  or  Territories  -  No  Independent   Representative  shall
          represent or imply that there are exclusive  franchises or territories
          available under the MSTG Solutions, Inc. Compensation Plan.

     o    Television  and Internet  Advertising - NO  advertising  may be run or
          placed on television or the Internet  unless the entire  television or
          Internet  advertisement  is  approved  in  writing  in advance by MSTG
          Solutions,  Inc.  Notwithstanding  any  provision  to the Policies and
          Procedures  included  herein,  ANY  UNAPPROVED  TELEVISION OR INTERNET
          ADVERTISING WILL SUBJECT THE INDEPENDENT  REPRESENTATIVE  TO IMMEDIATE
          INVOLUNTARY  TERMINATION  WITH THE  COMPANY.  Lack of knowledge of the
          Advertising  Rules and  Regulations,  or of this  Section  shall be no
          defense. The potential penalties that may be assessed against the

                                       16
<PAGE>

MSTG SOLUTIONS - POLICIES AND PROCEDURES


          Company for  unauthorized  television  and  Internet  advertising  are
          potentially  so severe  that the Company  will not  deviate  from this
          involuntary termination policy.

     o    Enforcement - In the event of the  violation of the above  Advertising
          Rules and  Regulations,  MSTG  Solutions,  Inc.  reserves the right to
          involuntary terminate, or de-list the Independent Representative until
          the violation of these rules are corrected to MSTG  Solutions,  Inc.'s
          sole  satisfaction.  Nothing  here shall  preclude  the  Company  from
          pursuing the violation of Independent  Representatives for any and all
          damages   sustained  by  the  Company  as  a  result  of   Independent
          Representative's violation.

SUMMARY OF POLICIES AND PROCEDURES

By  signing  the   Independent   Representative   Agreement,   the   Independent
Representative  agrees  to be  bound  by the  Policies  and  Procedures  of MSTG
Solutions,   Inc.,  including  the  Marketing  and  Compensation  Plan  and  the
Advertising Rules and Regulations  (collectively referred to as "Agreement") and
Procedures along with the Advertising Rules & Regulations, and the Marketing and
Compensation  Plan define the role of the Independent  Representative  with MSTG
Solutions,  Inc. The new Independent  Representative  is obligated to review the
Policies and Procedures,  and by the execution of the Agreement agrees to comply
with all the terms and conditions thereof.  Briefly, the Policies and Procedures
include,  but are not limited to the following  provisions:

     1.   Requirement that the Independent  Representative  be: a U.S. resident,
          or resident of any country that MSTG Solutions, Inc. has authorized to
          do  business  in or be  authorized  to do  business  in that  country.
          Independent  Representatives  must have a Social  Security or Taxpayer
          Identification  number,  or equivalent  identification  number and the
          Independent  Representative  must be of age of  Majority  in  state or
          country of residence.

     2.   Requirement that the Independent Representative adhere to the terms of
          the  MSTG  Solutions,  Inc.  Marketing  and  Compensation  Plan  which
          provides for certain customer acquisition requirements.

     3.   Requirement  that  the  Independent  Representative  comply  with  the
          Advertising  Rules  and  Regulations  of  MSTG  Solutions,   Inc.  The
          marketing and promotion of MSTG  Solutions,  Inc.  shall be consistent
          with the public  interest,  and the  Independent  Representative  must
          avoid any  deceptive,  misleading,  unethical  or  immoral  conduct or
          practices.

     4.   Requirement   that  the   Independent   Representative   refrain  from
          unauthorized    claims    and    representations,    or    Independent
          Representatives  making claims regarding income or income  projections
          in the event the  Independent  Representative  becomes  involved  with
          Network Marketing under the Compensation Plan.

     5.   Provision  for  downline   genealogy   reports  for  the   Independent
          Representative.  Further  provision  that the  genealogy  reports  are
          proprietary business trade secrets of MSTG Solutions, Inc.

     6.   Independent  Representatives  are  independent  contractors  and  will
          receive a Form 1099 from MSTG Solutions,  Inc. before the end of every
          January.

     7.   Independent  Representatives have certain  responsibilities  under the
          Policies and  Procedures  including  ongoing  training,  ongoing sales
          responsibilities,  and reviewing of the Policies and  Procedures  with
          prospective applicants.

     8.   Violation  of  the  Agreement  by an  Independent  Representative  may
          subject  the  Independent   Representative   to  corrective   measures
          including  suspension or termination and the forfeiture of all or part
          of commissions or overrides.  The Policies and Procedures  provide for
          an appeal procedure for any disciplinary action.

     9.   The Independent  Representative,  by execution of the Agreement agrees
          that  any  disputes  between   Independent   Representative  and  MSTG
          Solutions,  Inc. will be settled by arbitration under the rules of the
          American Arbitration Association.

                                       17
<PAGE>