Independent Representative Agreement

THIS AGREEMENT, dated this 18thday of April, 2010, is between Proximiti Communications, Inc.(“Proximiti,” “we” or “us”), andCompany Name anindependent representative (“Company Name” or “you”). You and we hereby agree to the following terms:

1.Engagement.We hereby engage you to serve, and you hereby agree to serve, as a Proximiti Independent Sales Consultant. As such you will be an independent sales contractor.

2.Non-Exclusive Right to Sell. Company Name’s engagement as a Proximiti Independent Sales Consultantis non-exclusive. We reserve the rightto market, sell and deliver our services through our own personnel, other independent sales contractors or any other sales channel. However, we will not provide information relative to your current or potential customers with any other independent sales contractor. Proximiti further agrees that it will not utilize any information provided by you to target sales opportunities .

3.Responsibilities. Company Name will develop and implement a reasonable market plan that will promote Proximiti to your existing and prospective subscribers. Your marketing plan will establish a product roll-out “map” that will address both short (6 month) and long term (24 month) sales targets for Proximiti services. In accordance with the marketing plan, you will engage in marketing activities designed to solicit and obtain orders for Proximiti's services. You will promptly submit such customer orders to us or alternatively direct potential subscribers to Proximiti provided self enrollment mechanisms as jointly agreed to between the Parties. Proximiti will provide reasonable technical support for your marketing efforts. You will be responsible for your marketing costs. You will also be responsible for all costs and support associated with non-Proximiti services (including but not limited to orders, billing and customer support) included in your sales. You will perform your services hereunder in a diligent, workmanlike manner.

4.Policies, Procedures and Instructions. You will solicit, obtain and submit all customer orders and engage in all marketing activities strictly in accordance with the policies and procedures (whether written or oral) from time to time provided to you by us. You will communicate Proximiti’s policies and procedures to your employees and representatives, monitor their compliance and terminate your relationship with any representative or employee that materially or repeatedly violates such policies and procedures. Proximiti’s policies and procedures include those items set forth inExhibit A. We may alter or add to the policies and procedures anytime. You will use only those sales and marketing materials provided or approved by us (which approval will not be unreasonably withheld).

5.Compensation. We will pay compensation to you in accordance with Exhibit B (the “Compensation Plan”) for Accounts directly obtained or generated by you. We may change the Compensation Plan at any time upon thirty (30) calendar days written notice. Your compensation will be based upon the Compensation Plan in effect at the time an Account was obtained or generated. You will not be entitled to compensation in connection with an Account unless we identify the related customer order to you at the time we receive the order. We will not circumvent Company Name in closing a sale as a method to avoid paying compensation to you.

6.Term and Termination. This Agreement will commence on the date first mentioned above and will continue for two years unless sooner terminated as provided elsewhere in this Agreement. On a continuing basis, the Agreement will automatically renew for an additional one year period unless either party delivers 30 days written notice of non-renewal. Either party may terminate this engagement any time, with or without cause, and without any liability to the other party other than commissions owed, by delivery of 30 days written notice to the other party.

7.Effect of Termination. Upon termination of this Agreement, you will immediately cease any selling/marketing efforts on Proximiti’s behalf and all rights to use Proximiti Marks and systems under this agreement will immediately cease. Termination of your engagement as a ProximitiSales Consultant will not by itself terminate all rights and responsibilities under this Agreement. For example, after termination of your engagement, you may continue to receive earned compensation payable under this Agreement for sustained Accounts obtained or generated before the termination. As a further example, Proximiti will complete installation and activation on any customer order(s) which have been accepted by Proximiti prior to the date of termination.

8.Compliance with Ethical Business Practices and Laws. Both parties will at all times manifest the highest level of honesty and fair dealing with respect to the other party and all others and adhere to the highest standards of fair and ethical business practices. Both parties will abide by all applicable federal, state and local laws, rules and regulations, existing now or in the future. Each party will describe their services accurately. Neither party will make any untrue statement or representation concerning the other party or its services. Neither party will perform any actthat would tend to dishonor, discredit, injure or embarrass the other party or subject the other party to potential liability.

9.Intellectual Property. You will not use any Proximiti trademark, service mark, trade name, brand name, logo, insignia, symbol, copyright or similar intellectual property (collectively the “Proximiti Marks”) in any manner without Proximiti’s prior written approval which approval will not be unreasonably withheld. Where such approval is given, Proximiti hereby, for the term of this agreement, grants to you a royalty-free, worldwide, non-exclusive, non-transferable, non-sub licensable license to use for the purposes of this Agreement the Proximiti Marks solely as approved or authorized. Proximiti will not use any Company Name trademark, service mark, trade name, brand name, logo, insignia, symbol, copyright or similar intellectual property (collectively the “Company NameMarks”) in any manner without your prior written approval which approval will not be unreasonably withheld. Where such approval is given, you hereby, for the term of this agreement, grant to Proximiti a royalty-free, worldwide, non-exclusive, non-transferable, non-sub licensable license to use for the purposes of this Agreement the Company Name Marks solely as approved or authorized. Neither party will not by virtue of this Agreement acquire any right, title, interest or license in the other party’sMarks, goodwill or other intellectual property.

10.Nondisclosure. By virtue of the Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall include the Programs, the terms and pricing under the Agreement, and all information clearly identified as confidential.Confidential Information shall include any and all information related to present or former customers, business and employee records, intellectual property, which can include but is not limited to customer and member lists, personal information, cost and pricing information, financial data, research data, strategic plans, transactional information and any other business data maintained by either Party.

A party's Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. The parties agree to hold each other's Confidential Information in confidence during the term of the Agreement and for a period of two years after termination of the Agreement. In the event that either party is requested or required for the purposes of legal, administrative, or arbitration to disclose any Confidential Information, the party receiving such disclosure request will provide the other party with immediate written notice of any such request or requirement so that such party may seek an appropriate protective order or other relief.

11.End User. Proximiti will determine in our sole authority the terms and conditions under which we will offer and provide our services, the rates we charge, the geographic areas in which we offer services and terms of customer payment. Our services will meet or exceed the standards required for commercial utilization. We may change the terms and conditions of offer by giving you 30 days written notice. We may reject any customer order for any reason whatsoever if we provide you written notice outlining the reason for such rejection within 5 business days of the end user order submission. With concurrent notice to you, Proximiti may suspend or terminate any end user’s services without in instances of violation of law, violation of the terms of service or reasonable belief of fraud. Relative to Proximiti services, you will have no right, title, or interest in any Proximiti order or any Proximiti customer. Proximiti will have no right, title or interest in any order or Company Name customer for non-Proximiti services utilized or sold in conjunction with Company Name services.

12.Independent Contractor. Your relationship to Proximiti will be that of an independent contractor. Nothing contained in this Agreement will be construed to constitute or create a partnership, joint venture, employment, or agency relationship of any kind. Each party will be responsible for its own costs, expenses, taxes, and fees arising out of activities under this Agreement, including federal, state and local taxes, social security taxes, unemployment taxes and business license fees. Neither party will have the authority to enter into binding agreements or to act on behalf of the other party. You will have no expressed or implied authority to incur any obligations on behalf of Proximiti. We will have no expressed or implied authority to incur any obligations on behalf of Company Name.

13.Your Agents. You may at your own expense engage agents, representatives, independent sales contractors or other assistants. You will be solely liable for their performance and any financial obligation to them. No third party has nor will have any direct, indirect or beneficial rights in connection with this Agreement. You will be our single point of contact in connection with any responsibilities and obligations under this Agreement.

14.Indemnification. Each party agrees to indemnify and hold the other party, its officers, directors, employees, shareholders, agents, successors and permitted assigns, harmless from and against any and all demands, claims, causes of action, losses, damages, injuries, liabilities, costs and expenses from any breach by the indemnifying party of any non-fulfillment in the performance of the covenants and agreements contained herein and/or any act or omission by an agent, Affiliate, independent sales contractor, representative or employee of the indemnifying party hereunder.

15.Limitations and Disclaimer. PROXIMITI WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (EVEN IF PROXIMITI HAS BEEN ADVISED OF THE POSSIBILITY OF THE LOSS OR DAMAGE), BY REASON OF ANY ACT OR OMISSION IN THE PERFORMANCE OF OUR SERVICES. ALL IMPLIED WARRANTIES EXISTING BY OPERATION OF LAW, INCLUDING SPECIFICALLY ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED AND NEGATED. PROXIMITI’S SOLE LIABILITY TO YOU WILL BE TO PAY COMPENSATION AS PROVIDED IN THIS AGREEMENT.

16.Cumulative and Severable Nature of Rights. The parties acknowledge and agree that the various rights and remedies associated with this Agreement are cumulative, severable and nonexclusive of one another and of any other provision of this Agreement. Except as expressly set forth herein, nothing in this Agreement will limit any right or remedy the parties may have under this Agreement or pursuant to law for any breach of this Agreement by the other party.

17.Severability. Every provision of this Agreement is intended to be severable. If any provision or portion of a provision is illegal or invalid, then the remainder of this Agreement will not be affected and the parties will negotiate in good faith to modify the Agreement so that it is not illegal, invalid, unreasonable, arbitrary or against public policy.

18.Assignment. Nether party may assign this Agreement without the express written consent of the other party which will not be unreasonably withheld.

19.Notices and Deliveries. Any notices under this Agreement will be made by Federal Express, United Parcel Service, Airborne Express or similar nationally recognized overnight delivery service andwill be deemed given upon delivery .

20.Waiver. No failure or delay in the exercise of any right, power or remedy a party may have under this Agreement will operate as a waiver, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right, power or remedy or the exercise of any other right, power or remedy.

21.Entire Contract. All exhibits, schedules and attachments referred to in this Agreement are incorporated as integral parts of this agreement. With respect to its subject matter, this Agreement, together with any attachments, addenda, schedules or exhibits, contains all the understandings and agreements of the parties and supersedes all previous agreements, understandings, discussions and negotiations between the parties, whether written or oral. To the extent that the language of any Exhibit conflicts with other sections of this Agreement, the language of this Agreement shall prevail.

22.Legal Matters. This Agreement will be governed and interpreted under the laws of the State of Florida, without reference to its principles of conflicts of law. The federal and state courts resident in Hillsborough County, Florida shall have exclusive jurisdiction to adjudicate any dispute arising under or out of this Agreement. The parties hereby irrevocably waive all rights to demand a jury trial. The costs of litigation, whether incurred at the trial or appellate level (including attorneys' fees, court costs and the costs of experts) will be borne by the ultimate non-prevailing party. A party awarded less than fifty percent of the party’s claim will be deemed a non-prevailing party.

23.Construction. This Agreement will be construed without regard to which party was responsible for its preparation. Wherever from the context it appears appropriate, each term stated in either the singular or the plural will include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender will include the other genders. The words “Agreement,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a wholeand not to any particular provision of this Agreement. Whenever the word “include,” or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.” The various headings contained in this Agreement are inserted solely for convenience of reference and in no way define, limit or extend the scope or intent of any of the provisions of this Agreement.

This Agreement has been executed as of the date first set forth above.

PROXIMITI COMMUNICATIONS, INC.

By: / ______/ By: / ______
Signature / Signature
Name: ______/ Name: ______
Title: ______/ Title: ______
Date: ______/ Date: ______
Street: ______/ Street: _5410 Mariner St, Suite 175_____
City/State/Zip: ______/ City/State/Zip: _Tampa, FL 33609_____
Federal Tax ID or SSN: ______/ Federal Tax ID: _____20-1701863____
State of Incorporation (if applicable): ______/ State of Incorporation: ___Florida_____

EXHIBIT A

Policies and Procedures

The methods for soliciting customer orders or delivering customers to Proximiti are to be handled by marketing the services within the parameters of legal selling protocol. These sales and marketing efforts can be done by utilizing web, email, direct sales, telemarketing and direct mail techniques.

Customer Life Cycle: Company Name will be responsible for closing all sales. Proximiti will provide an Operational Support Systems for web based enrollment and provisioning. Company Name will either use Proximiti’s web enrollment on behalf of the customer or solicit its customers to go to the web themselves. Proximiti will provide a limited number of toll free numbers and associated staffing for sales support.

Account Establishment: Where subscriber data is stored in the process of providing subscribed services, Proximiti will adhere to reasonable and customer privacy practices. In subscribing to such services, subscriber permission necessary to provide requested services (including but not limited to the establishment of user ids and passwords) may be required during the sign up process

Promotion code: You will receive a 5 digit partner ID. You may append to it a 5 digit subagent ID. We will not validate the subagent ID, but will provide it during commission detail reporting to aid you in you internal compensation efforts. We also may provide 4 digit promotion IDs, each of which would represent an approved promotional offer, such as “first month free”. Therefore the overall format of this code is: 99999 – 99999 – 9999 (agent-subagent-promotion ID)

Billing: Service will be billed by Proximiti.

Credit Policy: It is within Proximiti’s sole discretion as to whether a customer application complies with Proximiti’s credit policy.

Customer Termination: It is also within Proximiti’s sole discretion as to whether a customer’s service needs to be terminated for any reason, including, but not limited to failure to pay, network incompatibility or violation of Proximiti’s terms of use.

Data Provisions: Proximiti will provide hosted services whereby End Users may store confidential information of the end user. For purposes of the Agreement and this Exhibit, "Data" means information entered into the hosted programs by Company Name or its end users in the course of its authorized use of the hosted programs and stored on the Proximiti’s server. The end user or Company Name, as applicable, shall retain ownership of all Data stored or retrieved in connection with use of the hosted programs. Company Name represents and warrants that it has the rights to Data that it inputs directly, including the right to upload Data to the Proximiti’s server in connection with its authorized use of the hosted programs. The parties recognize that neither party has any control over and cannot make any representations regarding Data that is provided by the end user(s). Company Name and the end user(s) are responsible individually for the confidentiality and use of account names and passwords. Proximiti agrees to maintain the security of Company Name and end user(s) Data using industry-standard data security protocols, and other methods deemed reasonably adequate for secure business data. .