<SEQUENCE>12

<FILENAME>0012.txt

<TEXT>



                      RE-SELLER'S REPRESENTATIVE AGREEMENT

                     -------------------------------------

                    (Switch-less Re-Seller's Rep Agreement)



THIS  AGREEMENT  is entered into on November 11, 1999, by and between EasyTel, a

Nevada corporation (hereinafter "EasyTel") and International Network Associates,

(hereinafter  "  INA").



                                    RECITALS



1.   EasyTel  is  an  electronic  information  and  enhanced   telecommunication

     services  and systems  provider to end users as  "Business  Services",  and

     through  its  Switched  Re-Seller  agreement  with M&M  Communications  and

     Pacific TelCom, Inc, (hereinafter jointly "Switched Re-Sellers"), to INA as

     "Commercial Services", and;



2.   EasyTel offers proprietary  information  services,  the Universal Telephone

     Number,   Follow-Me   services,   Call  Screening,   voice  mail,  FaxMail,

     Fax-on-Demand,   paging,  domestic  and  international  telephone  service,

     Pre-Paid Services,  and various call processing programs,  as a service, on

     its  proprietary  platforms known as "The Universal  Office",  (hereinafter

     "EasyTel Services"), and;



3.   INA currently has access to certain national and international distribution

     channels   consisting  of  independent   business  owners,  also  known  as

     Amway/Quixtar independent business owners (hereinafter "IBOs"), and;



4.   INA is a member of a newly  created  alliance  between  Network  TwentyOne,

     International   Network  Associates,   ProNet  Global  Inc,   International

     Leadership  Development,  and  International  Connection  (hereinafter  the

     "Alliance"), and;



5.   The parties  wish to create a business  relationship  in which INA and each

     member of the Alliance  will  receive  commissions  and other  compensation

     based on the amount of EasyTel services sold by each member of the Alliance

     to their own IBOs, and other independent business owners and professionals,

     and;



6.   Whereas it is the intent of each  member of the  Alliance  to enter into an

     identical Re-Seller's Representative Agreement  contemporaneously,  as part

     of a joint plan and;



7.   "INA  Downline"  means and refers to customers that are referred to EasyTel

     by INA IBOs (or such IBO's referees whether or not such referees are IBOs).





NOWTHEREFORE,  the  parties  agree  as  follows:





<PAGE>

1.   Easytel's Charges



     EasyTel's  charges  for using  EasyTel's  Universal  Telephone  Number  for

     customers that are referred by INA Downline are as follows:



     a.   $25 Activation Fee. (Upon written notice to EasyTel,  INA or any other

          member of the Alliance can choose to have the activation fee waived or

          reduced for their own IBOs).



     b.   $25 Monthly Fee



     c.   $25 usage for prepaid  calling time will be  established  by the users

          floor limit.



2.   Compensation to INA



     a.   For each INA  Downline  who  activates a Universal  Telephone  Number,

          EasyTel shall pay to INA the following:



          I    The $25  activation fee paid by each INA Downline (or such lesser

               amount  paid  should  INA  request  that  the  activation  fee be

               reduced).



          II   A $5 per user  commission  paid each month for each INA  Downline

               with a Universal  Telephone Number. The total number of TwentyOne

               Downline for the payment  calculation will be based on the number

               of  TwentyOne  Downline  who  have  current  Universal  Telephone

               Numbers  on the  25th  of the  month.  (I.e.  if  1000  TwentyOne

               Downline are subscribers to the Universal  Telephone Number as of

               the  25th of the  month,  then  INA  would  receive  $5,000  as a

               commission for that particular month).

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