Lightyear Wireless Compensation Plan

Section One: New Representative Enrollment Options

Senior Manager Package - $299.99 kit price includes:

•Free first month of your Online Store ($49.99 value)

•Enables you to Qualify for all commission opportunities right away

•Back office tracking software and full corporate support

•Product marketing website, Business opportunity website, Training website

•Database contact management system that includes an email follow up management tool, 25 free leads each month and much more

•Free email account @lightyearwireless.com

•Multiple lead capture pages for internet advertising, Marketing materials (flyers, post cards, etc.) and much more

Manager Package - $49.99 kit price includes:

•Free first month of your Online Store ($49.99 value)

•Qualifies you for Manager compensation

•Back office tracking software and full corporate support

•Product marketing website, Business opportunity website, Training website

•Database contact management system that includes an email follow up management tool, 25 free leads each month and much more

•Free email account @lightyearwireless.com

•Multiple lead capture pages for internet advertising, Marketing materials (flyers, post cards, etc.) and much more

February 10, 2011 Page1

Lightyear Wireless Compensation Plan

Section Two: Residual Income

Personal Commissions:

•Earn 1% to 10% on your personal customer revenue when you reach the required billing targets. You will always earn 1% on your personal customers when you are an active Manager or above and have 10 active Personal Customer Points (PCP). Note: A personal customer is someone who orders a service directly from YOU, not someone in your organization. Your down line reps and their customers points DO NOT count as yours. As your volume increases, your commissions increases according to the following scale:

$0 to $1,249 in personal customer billing = 1% residual

$1,250 to $2,499 in personal customer billing = 4% residual

$2,500 to $3,749 in personal customer billing = 6% residual

$3,750 to $4,999 in personal customer billing = 8% residual

$5,000 or more = 10% residual

Override 8 Compressed Levels Commissions:

•Earn 1% to 4% on 8 compressed levels of customers in your organization. You must be a Senior Manager or above with 10 active PCPs to receive residual on your compressed levels.

10 active PCPs = 1%

SM or above with 15 active PCPs and $1,000 in monthly CABs = 2%

SM or above with 20 active PCPs and $2,500 in monthly CABs = 3%

SM or above with 20 active PCPs and $4,000 in monthly CABs = 4%

*Due to low margin, the $99 unlimited postpaid wireless plan pays half and $20 unlimited text on postpaid does not pay commissions. Services include Wireless, VoIP, Local, Long Distance, Dial Up Internet, Business Services, Home Security, Calling Card, Home Alarms Systems, Voice Conferencing (Lightmail).

February 10, 2011 Page2

Lightyear Wireless Compensation Plan

Section Two: Residual Income Continued (Coded Bonus Residual)

Wireless Store Residual Override:

•Earn $3 to $18 residually through your entire organization. Residual commission is based on a coded payout – just like the CAB payout program:

Example A:

•A Vice President (VP) has 10 Managers that he/she is fully “coded” to. That VP is then earning $110 per month in residuals from those 10 wireless stores ($11 VP commission x 10 Managers fully coded to that VP).

Example B:

•A Vice President (VP) has an SM that has 10 Managers in their SM code. The SM is making $30 a month residually ($3 SM commission x 10 wireless stores) and the VP gets the override of $80 per month ($8 VP override x 10 wireless stores).

February 10, 2011 Page3

Lightyear Wireless Compensation Plan

Section Two: Residual Income Continued (Coded Bonus Residual) Extraordinaire Magazine Residual Override:

•Earn $1 to $5 residually through your entire organization. Residual commission is based on a coded payout – just like the CAB payout program:

Example A:

•A Vice President has 10 Managers that he/she is fully “coded” to that each subscribe to one 50 pack of magazines. That VP is then earning $30 per month in residuals from those 10 Managers and their subscriptions ($3 VP commission x 10 Managers fully coded to that VP. Residual Overrides for 25-packs of Magazines are 50% of the above commission amounts.

February 10, 2011 Page4

Lightyear Wireless Compensation Plan

Section Three: Weekly Bonuses – Customer Acquisition Bonuses (CABs) Senior Manager Enrollment Package $299.99:

•Senior Managers or above earn a one-time CAB when they personally sponsor a new Representative who activates 2 customer points in their first 30 days and are eligible for overrides when their new Reps do the same. Here is the payout:

Example A:

•A Vice President personally sponsors a new $299.99 Senior Manager that activates 2 CPs in their first 30 days and the VP is paid a one-time $200 CAB. When that new $299.99 Senior Manager sponsors a new $299 Senior Manager who activates 2 CPs in their first 30 days, they earn a one-time $100 CAB and the up line “coded” VP earns a $100 override. The up line “coded” VP earns $100 to infinity on every $299 Senior Manager who joins their personally sponsored $299.99 Senior Manager’s SM Business.

*Please visit Lightyear Command Center and click on Compensation Plan for more details.

February 10, 2011 Page5

Lightyear Wireless Compensation Plan

Section Three: Weekly Bonuses – Customer Acquisition Bonuses (CABs) Manager Enrollment Package $49.99:

•Managers or above earn a one-time CAB when they personally sponsor a new Representative who activates 2 customer points in their first 30 days and are eligible for overrides when their new Reps do the same. Here is the payout:

Example A:

•A Vice President personally sponsors a new $49.99 Manager that activates 2 CPs in their first 30 days and the VP is paid a one-time $35 CAB. When that new $49.99 Manager sponsors a new $299 Senior Manager who activates 2 CPs in their first 30 days, they do not earn a CAB because Managers do not get paid on $299.99 Senior Managers and the up line “coded” VP earns a $100 override. The up line “coded” VP earns $200 to infinity on every $299.99 Senior Manager who joins their personally sponsored Manager’s Business. **If that Manager would have sponsored another Manager, they would have earned $20 and the “coded” VP would have earned $15.

*Please visit Lightyear Command Center and click on Compensation Plan for more details.

February 10, 2011 Page6

Lightyear Wireless Compensation Plan

Section Four: Promotion Requirements

Manager Position:

•Pay $49.99 to activate your store and maintain 2 active customer points

Senior Manager Position:

•Pay $299.99 OR join as Manager ($49.99) and personally sponsor 2 new Representatives, have a total of 6 Representatives and have 2 active customer points

Regional Manager Position:

•Personally sponsor 2 new Representatives in your Senior Manager Business, have a total of 6 Representatives in your Senior Manager Business and have 5 active customer points

Vice President Position:

•Personally sponsor 8 total Representatives, have a total of 75 Representatives on your entire team and have 10 active customer points

Senior Vice President Position:

•Develop 3 Vice Presidents in your entire team, have a total of 300 Representatives on your entire team with no more than 50% counting from one leg and have 10 active customer points

Presidential Director Position:

•Develop 2 Senior Vice Presidents in your entire team, have a total of 1,000 Representatives on your entire team with no more than 50% counting from one leg, have a total of $100,000 in revenue on your entire team and have 10 active customer points

February 10, 2011 Page7

Lightyear Wireless Compensation Plan

Section Five: Upfront One-Time Product Activation Bonuses

Upfront One-Time Activation Bonuses and Overrides:

•Lightyear pays upfront bonuses on a few products. Some are Lightyear billed and some are companies we have partnered with to make it easy for your customers to buy their service and still earn a one-time bonus. Lightyear Products are VoIP and Calling Cards. Broadband, Cable TV and Satellite TV are NON-Lightyear Products. These bonuses work just like CABs. For example, if you are a SM and you have a Manager in your SM Business that sells a Satellite TV product, the Manager will earn the $10 bonus because they sold it and you will earn a $10 override bonus.

*Prepaid Wireless and Postpaid Wireless accounts pay the Representative who sells them a $25 bonus. There are no Up Line bonuses for the Postpaid Wireless activations. Prepaid bonuses are paid weekly and Postpaid bonuses are paid 60 days after activation and must still be active at the time of payment. Prepaid

Wireless activations that port (transfer) their existing number pay the $25 weekly. If they do not port, the $25 bonus is paid when the customer reaches the 6th month.

February 10, 2011 Page8

Lightyear Wireless Compensation Plan

Section Six: Get 10 preferred customer points in 30 days $400 bonus payout

Earn $200 for you and your sponsor when you gather 10 preferred customer points in your first 30 days in business with Lightyear Wireless:

•Activate 10 preferred customer points in your first 30 days with Lightyear Wireless and earn $200 for you and $200 for your sponsor. At least 7 of the 10 preferred customer points MUST come from outside of your home and outside the Lightyear Wireless Organization. This bonus ONLY is a retail customer gathering bonus and the customers must ALL be active when we try to pay you 60 days after these customers are activated! The bonus will be paid 60 days AFTER the month in which you qualify and all 10 preferred customers must still be active and current with their bills. For example, if you gathered 10 preferred customer points in September, Lightyear would pay you in November on the Tuesday following the 20th of the month during our big residual commission run. Visit Lightyear Command Center under the Training Tab to learn more about Preferred Customer Points.

February 10, 2011 Page9

Lightyear Wireless Compensation Plan

Section Seven: Luxury Car Bonus

Earn $500 per month for our basic car program and $1,500 per month for our advanced car program:

•Earn $500 per month in a Luxury Car Bonus when you reach $50,000 in total down line revenue and earn a minimum of $2,000 in weekly CABs. Once you reach the qualifications, you must maintain them to continue to receive your $500 car bonus each month. Here are the rules: 1) At least 50% of your revenue MUST come from two legs. That means $25,000 can come from one leg and $25,000 must come from the rest. For example, if you personally sponsored John and he built his business to $45,000, you can only count $25,000 of his $45,000 toward your $50,000 goal. You must purchase a H3 Hummer, BMW 300 series, Mercedes C Series or Chevy Tahoe and have it lettered with Lightyear Wireless to receive your first payment. Lightyear will pay $1,000 toward lettering your car.

•Earn $1,500 per month in a Luxury Car Bonus when you reach $500,000 in total down line revenue and earn a minimum of $2,000 in weekly CABs. Once you reach the qualifications, you must maintain them to continue to receive your $1,500 car bonus each month. Here are the rules: 1) At least 50% of your revenue MUST come from two legs. That means $250,000 can come from one leg and $250,000 must come from the rest. For example, if you personally sponsored John and he built his business to $450,000, you can only count $250,000 of his $450,000 toward your $500,000 goal. You must purchase a Porsche or Mercedes E Class. Lightyear will pay $1,000 toward lettering your car.

February 10, 2011 Page10

Lightyear Wireless Compensation Plan

Section Eight: Vice President Bonus Pool

Vice Presidents and above can qualify to earn 1% of our companies total commissionable revenue each month. 1% of Lightyear’s collected commissionable revenue goes into a pool that is shared by VPs and above who qualify:

•For every $2,000 you earn in weekly CABs during the month, you will qualify for 1 share of the VP and above pool. $2,000 = 1 share. $4,000 = 2 shares, $6,000 = 3 shares, etc. VP = 15 CPs, SVP and PD = 20 CPs.

Section Nine: Business Builder Bonus

Earn up to $76,000 in additional bonuses by promoting to our top position in your first 365 days. *Note: More than 50% of your total revenue cannot come from one leg (this applies to ALL ranks promotions). ** Monthly payout.

Payments start the following month after you reach the goal. *You MUST maintain the total team revenue to be paid each month after you reach the goal:

Regional Manager: Reach RM in 60 days and earn a $1,000 bonus!

Qualifications:

1)Promote to RM in 60 days

2)Have at least $1,500 in total team revenue

3)Maintain $1,500 in total team revenue during the 4 month payout.

Pays out $250 per month for 4 months (total of $1,000)

February 10, 2011 Page11

Lightyear Wireless Compensation Plan

Vice President: Reach VP in 120 days and earn a $5,000 bonus!

Qualifications:

1)Promote to VP in 120 days

2)Have at least $10,000 in total team revenue

3)Maintain $10,000 in total team revenue during the 10 month payout.

Pays out $500 per month for ten months ($5,000 total)

Senior Vice President: Reach SVP in 180 days and earn a $20,000 bonus!

Qualifications:

1)Promote to SVP in 180 days

2)Have at least $40,000 in total team revenue

3)Maintain $40,000 in total team revenue during the 10 month payout.

Pays out $2,000 per month for ten months ($20,000 total)

Presidential Director: Reach PD in 365 days and earn a $50,000 bonus! Qualifications:

1)Promote to PD in 365 days

2)Have at least $100,000 in total team revenue

3)Maintain $100,000 in total team revenue during the 10 month payout

Pays out $5,000 per month for ten months ($50,000 total)

February 10, 2011 Page12

Lightyear Wireless Compensation Plan

Section Ten: $1,000 Guarantee

Lightyear Wireless $1,000 Guarantee:

Follow the 4 Step System:

1.Purchase 50-pack of Magazines for 6 consecutive months

2.Hand out at least 25 magazines each month to prospects

3.Enter prospect into contact management system of your mywirelessrep.com website under Rep Login, Tools Section MAGAZINE CONTACTS

4.Make a good-faith attempt to follow-up and ask them to become a Rep or Customer

*Monthly payout. Paid the month after you qualify on the first Tuesday following the 20th of the month. Lightyear will verify that you 1) Bought 50- pack of magazines for 6 consecutive months 2) Handed out at least 25 magazines 3) Entered your contacts into your contact management system every 30 days 4) Called all of your prospects and followed up to see if they wanted to become a Rep or Customer. IF ONE of your 4 steps is not completed properly, you will NOT be eligible for the Guarantee.

February 10, 2011 Page13

Lightyear Wireless Compensation Plan

Section Eleven: Customer Points

1. Lightyear Wireless

•No Contract $59.99 Plan = 3 CPs

•MiFi Broadband Internet Service = 3 CPs

•700 Talk and Text = 2 CPs

•Other No Contract Plans = 1 CP

•Postpaid Individual Plans = 1 CP

•Postpaid Family Plan = 2 CPs

•Postpaid Data Plan = 2 CPs

2.Lightyear Virtual VoIP Calling Card

•$24.99 Monthly Card = 2 CPs

•$49.99 Monthly Card = 3 CPs

•$74.99 Monthly Card = 4 CPs

•$99.99 Monthly Card = 5 CPs

•Each 5 Pack of $5 Giveaway Cards = 1 CP

February 10, 2011 Page14

Lightyear Wireless Compensation Plan

Section Eleven: Customer Points

3.Online Wireless Store = 3 CPs

4.Each 50 Pack of Extraordinaire Magazines Monthly Auto Ship = 3 CPs

5.Each 25 Pack of Extraordinaire Magazines Monthly Auto Ship = 1 CP

6.Each 5 Pack of $10 Wireless Credits = 1 CPs

7.Lightyear XSTREAM VoIP = 3 CPs

•2 Customer Points Per Line (Business)

8.Lightyear Local Phone Service = 2 CPs

9.Lightyear Long Distance Service = 1 CP

10.LightMail Conference Calling = 3 CPs

11.Benefit Products (Home Alarm, Broadband Internet, Cable Television, Dish Network, Satellite TV) = 1 CP each *Satellite TV are only points for 1 year

February 10, 2011 Page15