Lightyear Alliance Compensation Plan Document. Section One: New Representative Enrollment Options

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Page 1 of 8 Section One: New Representative Enrollment Options Bronze Level Associate Package - $99 includes the first month of your MyLightyear Website ($49.99 value) and qualifies you to begin earning Leadership Fast Start Bonuses right away. In order to promote to Senior Manager, you must Personally Sponsor 3 Silver Level or above Managers, have 5 active customer points and upgrade to the Gold Level by paying an additional $300. *When sponsoring Bronze Level Managers, it will take 6 Personally Sponsored Bronze Level Managers to promote to Senior Manager compared to 3 Silver or above Managers, or a combination of 6 total if you mix the two and do not have more than 2 Silver or above Managers. **Bronze Level Managers commit to MyLightyear ($49.99) every month and can cancel their website at any time. Silver Level Manager Package - $199 includes the first month of your MyLightyear Website ($49.99 value) and qualifies you to begin earning Leadership Fast Start Bonuses right way. In order to promote to Senior Manager, you must Personally Sponsor 3 Silver Level or above Managers or 6 Bronze Level Managers (*When sponsoring Bronze Level Managers, it will take 6 Personally Sponsored Bronze Level Managers to promote to Senior Manager compared to 3 Silver or above Managers, or a combination of 6 total if you mix the two and do not have more than 2 Silver or above Managers), have 5 active customer points and upgrade to the Gold Level by paying an additional $200. **Silver Level Managers commit to MyLightyear ($49.99) every month and can cancel their website at any time. Gold Level Manager Package - $399 includes your first month of your MyLightyear Website ($49.99 value) and qualifies you to begin earning Leadership Fast Start Bonuses right away. In order to promote to Senior Manager, you must Personally Sponsor 3 Silver Level or above Managers or 6 Bronze Level Managers (*When sponsoring Bronze Level Managers, it will take 6 Personally Sponsored Bronze Level Managers to promote to Senior Manager compared to 3 Silver or above Managers, or a combination of 6 total if you mix the two and do not have more than 2 Silver or above Managers) and have 5 active customer points. **Gold Level Managers commit to MyLightyear ($49.99) every month and can cancel their website at any time. Platinum Level Senior Manager Package - $499 includes your first month of your MyLightyear Website ($49.99 value), first month of your 25 pack of Extraordinaire Magazines ($49.99 value) and your first month of your 12 pack of XSTREAM Energy Drink ($29.99 value) or a $25 Virtual VoIP Monthly Calling Card ($25 value) and qualifies you to begin earning all Commission Opportunities by promoting you to Senior Manager right away. **Platinum Level Senior Managers commit to MyLightyear, 25 Extraordinaire Magazines & a 12 Pack of Energy Drinks or a $25 Virtual VoIP Calling Card every month and can cancel them at any time.

Page 2 of 8 Section Two: MyLightyear Coded Bonus Residual Payout (Paid Monthly 30 days out) For example: Customers billed in April are paid in May, on the weekly commission run following the 20th of the month assuming they are still active on the day we run commissions. Our MyLightyear Website is $49.99 per month, provides 2 customer points and pays up to $24 in total commissions. Here is how it works: Per Level Coded Payout Manager Level = $0 Senior Manager Level = $3 Regional Manager Level = $7 Vice President Level = $11 Senior Vice President Level = $15 Presidential Director Level = $18 *Per Level Coded Payout Compresses. Per Level 1st Generational Overrides Manager Level = $0 Senior Manager Level = $1 Regional Manager Level = $1 Vice President Level = $2 Senior Vice President Level - $2 *Per Level 1st Generational Overrides do not Compress. Per Level Coded Payout is how much is paid to each code in Lightyear Alliance when a New Representative enrolls for the MyLightyear Website and pays for it each month. For example, when a new Manager enrolls for the MyLightyear in April and pays $49.99, Lightyear Alliance pays up to $24 total in commissions to the Qualified Representatives in May (30 days) following the 20th of the month during our weekly commission run if the customers are still active. You must personally subscribe to MyLightyear each month to qualify for this commission and have the active customer points necessary to qualify at your level (SM=5, RM=10, VP=10, SVP=10 and PD=10). Example Payout # 1: If a Manager sponsored the new Manager, Lightyear would look for the first qualified Senior Manager in that Manager s organization and pay them $3, then the first qualified Senior Manager above that Senior Manager and pay them $1, then the first qualified Regional Manager and pay them $4, then the first qualified Regional Manager above that Regional Manager and pay them $1, then the first qualified Vice President and pay them $4, then the first qualified Vice President above that Vice President and pay them $2, then the first qualified Senior Vice President and pay them $4, then the first qualified Senior Vice President above that Senior Vice President and pay them $2, then the first qualified Presidential Director and pay them $3. That s a total of $24! Example Payout # 2: If a Vice President sponsored the new Manager, Lightyear would pay that Vice President the Senior Manager ($3), the Regional Manager ($4) and the Vice President ($4) coded pay because their is no one between that Vice President and the Manager, giving them $11 per month on that MyLightyear Website. Then, Lightyear would look to pay the first qualified Vice President above that Vice President $2, then the first qualified Senior Vice President $4, then the first qualified Senior Vice President above that Senior Vice President $2, then the first qualified Presidential Director and pay them $3.

Page 3 of 8 Section Three: Leadership Fast Start Bonuses (Paid weekly for activity from Tuesday to Monday at midnight. Commissions are processed on Tuesday and Checks are written on Wednesday) For example: Representatives enrolled from Tuesday to Monday who activate 2 customer points will be paid on Tuesday each week. Our Leadership Fast Start Bonus Payouts occur every week and is triggered when a New Representative joins Lightyear Alliance and activates at least 2 customer points in their first 30 days. Here is how it works: Per Level Coded Payout Bronze Manager Package ($99 entry fee) Manager Level = $25 Senior Manager Level = $30 Regional Manager Level = $35 Vice President Level = $40 Senior Vice President Level = $45 Presidential Director Level = $50 Upgrade Payouts: Per Level Coded Upgrade Payout Bronze Level upgrade ($300 upgrade to Gold Manager $399 total) Manager Level = $25 Senior Manager Level = $70 Regional Manager Level = $165 Vice President Level = $230 Senior Vice President Level - $285 Presidential Director Level - $300 Per Level Coded Payout Silver Level Manager Package ($199 entry fee) Manager Level = $25 Senior Manager Level = $50 Regional Manager Level = $80 Vice President Level = $110 Senior Vice President Level - $140 Presidential Director Level - $150 Per Level Coded Payout Silver Level Package Manager Package ($200 upgrade to Gold Manager $399 total) Manager Level = $25 Senior Manager Level = $50 Regional Manager Level = $120 Vice President Level = $160 Senior Vice President Level = 190 Presidential Director = $200 Per Level Coded Payout Gold Level Manager Package ($399 entry fee) & Platinum Level Senior Manager Package ($499 entry fee) Manager Level = $50 Senior Manager Level = $100 Regional Manager Level = $200 Vice President Level = $270 Senior Vice President Level = $330 Presidential Director Level = $350 *Upgrade Payouts occur when Bronze ($99) or Silver ($199) Representatives upgrade to Gold ($399) Representatives, which is needed in order to participate in the $2,000 Extraordinaire Magazine Guarantee and to be promoted to Senior Manager. *Per Level Coded Leadership Fast Start Bonuses Compress. Example Payout #1: ($99 Bronze Level Position includes the 1st month of your MyLightyear Website ($49.99 value). If a Manager sponsored the new Manager, Lightyear would pay the sponsoring Manager $25, then pay the next qualified Senior Manager $5, then pay the next qualified Regional Manager $5, then pay the next qualified Vice President $5, then pay the next qualified Senior Vice President $5, then pay the next qualified Presidential Director $5. That s a total of $50! When the Bonze Level Manager decides to upgrade to a Gold Level Manager to reach their Senior Manager Promotion and pays the additional $300, Lightyear will pay the Manager who sponsored the new Manager, $25 ($50 total), then pay the next qualified upline Senior Manager $45 ($50 total), then pay the next qualified upline Regional Manager $95 ($100 total), then pay the next qualified upline Vice President $65 ($70 total), then pay the next qualified upline Senior Vice President $55 ($60 total), then pay the next qualified upline Presidential Director $15 ($20 total). That s a total of $350! Example Payout #2: ($399 Gold Level Position includes the 1st month of your MyLightyear Website ($49.99 value). If a Manager sponsored the new Gold Level Manager, Lightyear would pay the sponsoring Manager $50, then pay the next qualified upline Senior Manager $50, then pay the next qualified upline Regional Manager $100, then pay the next qualified upline Vice President $70, then pay the next qualified upline Senior Vice President $60, then pay the next qualified upline Presidential Director $20. That s a total of $350!

Page 4 of 8 Section Four: Extraordinaire Magazine Coded Bonus Residual Payout (Paid Monthly 60 days out) For example: Customers billed in April are paid in June, on the weekly commission run following the 20th of the month assuming they are still active on the day we run commissions. Our 25 Pack of Extraordinaire Magazines is $49.99 per month, provides 2 customer points and pays up to $5 in total commissions. Here is how it works: Per Level Coded Payout Manager Level = $0 Senior Manager Level = $1 Regional Manager Level = $2 Vice President Level = $3 Senior Vice President Level = $4 Presidential Director Level = $5 *Per Level Coded Payout Compresses. Per Level Coded Payout is how much is paid to each code in Lightyear Alliance when a New Representative enrolls for the Extraordinaire Magazine 25 Pack and pays for it each month. For example, when a new Manager enrolls for the Magazine s in April and pays $49.99, Lightyear Alliance pays up to $5 total in commissions to the Qualified Representatives in June (60 days) following the 20th of the month during our weekly commission run if the customers are still active. *You must personally purchase at least one 25 pack of Extraordinaire Magazine each month to qualify for this commission and have the active customer points necessary to qualify you at your level (SM=5, RM=10, VP=10, SVP=10, and PD=10). Example Payout: If a Manager sponsored the new Manager, Lightyear would look for the first qualified upline Senior Manager in that Manager s organization and pay them $1, then the first qualified upline Regional Manager and pay them $1, then the first qualified upline Vice President and pay them $1, then the first qualified upline Senior Vice President and pay them $1, then the first qualified upline Presidential Director and pay them $1. That s a total of $5!

Page 5 of 8 Section Five: Customer Acquisition Bonuses (CABs) (Paid Monthly 60 days out) For example: Customers activated in April are paid in June, on the weekly commission run following the 20th of the month assuming they are still active on the day we run commissions. Customers must remain active for at least 90 days or CABs will be reversed. Lightyear Alliance offers several products that allow Representatives to earn upfront bonuses. Here is how it works: Core Lightyear Alliance Products VoIP & Virtual VoIP Manager Level = $10 Senior Manager Level = $13 Regional Manager Level = $16 Vice President Level = $19 Senior Vice President Level = $22 Presidential Director Level = $25 Non-Lightyear Alliance Products Cell Phones Manager Level = $10 Senior Manager Level = $15 Regional Manager Level = $20 Vice President Level = $25 Senior Vice President Level = $30 Presidential Director Level = $35 Non-Lightyear Alliance Products Satellite TV Manager Level = $10 Senior Manager Level = $20 Regional Manager Level = $30 Vice President Level = $40 Senior Vice President Level = $50 Presidential Director Level = $60 Non-Lightyear Alliance Products Cable Broadband & TV Each Manager Level = $10 Senior Manager Level = $12 Regional Manager Level = $14 Vice President Level = $16 Senior Vice President Level = $18 Presidential Director Level = $20 Non-Lightyear Alliance Products Travel Lightyear Alliance will pay 50% of what it earns from Travelocity in commissions Manager Level = 25% Senior Manager Level = 30% Regional Manager Level = 35% Vice President Level = 40% Senior Vice President Level = 45% Presidential Director Level = 50% Example Payout: If a Manager sponsored a New VoIP Customer, Lightyear would pay that Qualified Manager $10, then look for the first qualified upline Senior Manager in that Manager s organization and pay them $5, then the first qualified upline Regional Manager and pay them $5, then the first qualified upline Vice President and pay them $5, then the first qualified upline Senior Vice President and pay them $5, then the first qualified upline Presidential Director and pay them $5. That s a total of $25! If a Presidential Director sponsored that customer, they would get $25 because they are fully coded to that customer.

Page 6 of 8 Section Six: Compressed Telecom Residuals (Paid Monthly 60 days out) For example: Customers billed in April are paid in June, on the weekly commission run following the 20th of the month assuming they are still active and do not have an outstanding balance on their account on the day we run commissions. Lightyear Alliance offers a lot of telecommunications products that allow Representatives to earn Great Residuals. Here is how it works: Level 1 Personal Customers Earn 1% to 10% on your personal sponsored customers when you reach billing targets. You always earn 1% on your personal customers when you are an active Manager or above and have 10 active customer points (4% = $1,250 in personal revenue, 6% = $2,500 in personal revenue, 8% = $3,750 in personal revenue, 10% = $5,000 in personal revenue & above) Level 2 9 (8 additional levels) 1% to 4% on your downline customers down 8 additional compressed levels. You always earn 1% on your downline customers when you are an active Senior Manager or above with 10 active personally sponsored customer points (2% = $2,000 per month in Leadership Fast Start Bonuses and 15 active personally sponsored customer points, 3% = $5,000 per month in Leadership Fast Start Bonuses and 20 active personally sponsored customer points, 4% = $10,000 per month in Leadership Fast Start Bonuses and 20 active personally sponsored customer points) Section Six Part Two: Compressed Wellness Residuals (Energy Drinks are Paid Monthly 30 days out) For example: Customers billed in April are paid in May, on the weekly commission run following the 20th of the month assuming they are still active and do not have an outstanding balance on their account on the day we run commissions. Lightyear Alliance offers Lightyear XSTREAM Energy Drink as its very first wellness product and allows Representatives to earn Great Residuals! Here is how it works: Level 1 Personal Customers Earn $1 on all your personal 12 Pack Energy Drink Customers as long as you are a Manager with at least 10 active customer points. *You must personally purchase at least one 12 pack of Lightyear XSTREAM Energy each month to qualify. Level 2 9 (8 additional levels) Earn $1 on your downline customers down 8 additional compressed levels. Just be an active Senior Manager or above with 10 active customer points. *You must personally subscribe to at least one 12 pack of Lightyear XSTREAM Energy Drink each month to qualify for this commission and have the active customer points necessary to qualify at your level (SM=5, RM=10, VP=10, SVP=10 and PD=10).

Page 7 of 8 Section Seven: Qualified Leadership Perks VP & Above Pool (Share in 1% of the company s revenue) Commissionable Revenue is calculated and 1% goes into a pool that is shared by Vice President s or above who qualify. It s paid on the weekly commissions run following the 20th of each month for the previous month s usage. For example, April usage is paid in May on the Tuesday following the 20th of the month. ($7,500 in Leadership = 1 Share, $12,500 in Leadership = 2 Shares, $17,500 in Leadership = 3 Shares) $10 VP & Above Override (Earn $10 on your entire Team regardless of their code) It s paid on the weekly commission run following the 20th of each month 60 days after the activity. So, April Representatives in your entire downline who gather 2 customer points and still have their customer points active in June s weekly commission run following the 20th of the month, you get paid $10 per Representative if you earned at least $6,000 in Leadership during the month of April H3 Hummer Car Program Earn a FREE H3 Hummer when you have $50,000 in downline customer revenue and earn at least $4,000 in Leadership for two consecutive months. Porsche & Mercedes Car Program Earn a FREE Porsche or Mercedes when you have $500,000 in downline customer revenue and earn at least $4,000 in Leadership for two consecutive months. Travel Expenses Presidential Director Rings Section Eight: Promotion Requirements Senior Manager Platinum Package Enrollment or 3 Personally Sponsored Silver & Above Managers or 6 Personally Sponsored Bronze Associates or a combination of 6 total personally sponsored if you mix the two and do not have more than 2 Silver or above Managers. *Any Manager who enrolled before can promote themselves to SM by activating 5 Platinum Level customer points by May 1, 2008. To qualify you must be at the $399 level of pay the upgrade fee to get you to that level. The Representative must contact Lightyear Alliance Representative Support once they have accomplished this so we can manually promote them to SM. Regional Manager Develop 5 Senior Managers in your Senior Manager Code and have at least 15 total Representatives on your entire team and activate 10 Total Personally Sponsored Customer Points. Vice President Develop 4 Regional Managers in your Regional Manager Code and have at least 75 total Representatives on your entire team and activate 10 Total Personally Sponsored Customer Points. Senior Vice President Develop 3 Vice Presidents in your Vice President Code and have at least 300 total Representatives on your entire team and activate 10 Total Personally Sponsored Customer Points. Presidential Director Develop 2 Senior Vice Presidents in your Senior Vice President Code, have $150,000 in downline revenue, earn at least $10,000 in Leadership Fast Start Bonuses for two consecutive months and activate 10 Total Personally Sponsored Customer Points.

Page 8 of 8 Section Nine: Get 10 Preferred Customer Point Bonus Earn $200 when you gather 10 preferred customer points in 30 days from joining Lightyear Alliance and your Sponsor gets $200 Preferred Customer Points are (VoIP, VCARD, MyLightyear, Extraordinaire Magazine, Energy Drinks and LightMail). No more than 3 preferred customer points can be your own. The other 7 points must come from outside your home and outside the Lightyear Alliance organization. As you can tell, Lightyear Alliance loves its customers and the incredible Business Partners (Lightyear Alliance Independent Representatives) who help us gather customers all over the U.S. & Puerto Rico. You are going to LOVE this compensation plan!