SALES REFERRAL AGREEMENT

THIS SALES REFERRAL AGREEMENT (hereinafter "Agreement") is made as of ________, 20____ (the Effective Date) by and between Telovations, Inc., a Delaware corporation with a principal place of business at 1410 N. West Shore Blvd, Suite 700 Tampa, FL 33607 (Telovations) and a _____________________ corporation with a principal place of business located at (Referral partner).
Background WHEREAS, Telovations promotes, markets and sells certain telecommunications services (the Services); WHEREAS, Referral Partner has business contacts who could benefit from Telovations services WHEREAS, Telovations desires to grant to Referral Partner and Referral Partner desires to obtain from Telovations the non-exclusive right to promote, market and refer the Services in the Territory; NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, Telovations and Referral

Partner do hereby agree as follows:

1. The following defined terms shall apply to this Agreement: a. "Order" means an order for Services submitted to Telovations by a customer that, upon acceptance by Telovations, shall become a binding contract for Telovations to sell and deliver and for a customer to purchase and pay for the Services described in the Order. "Prospect" or Referral means a specifically identified and qualified prospective customer with operations located in the United States that Referral Partner has a good faith reason to believe shall have a sufficient degree of interest in the Services that an Order shall be generated if commercially reasonable sales efforts are directed at the prospective customer. "Approved Prospect" means Prospect or Referral (or customer as used herein) for which Referral Partner has completed the Referral Approval Form which has been submitted to and approved by Telovations. "Net Invoice Amounts" equals the amount(s) billed to the Approved Referral for eligible services under an Order obtained during the Referral Period from an Approved Referral hereunder net of discounts and allowances and exclusive of amounts billed for reimbursed expenses, freight, insurance and taxes. "Referral Period" means ninety (90) days from the date on the approved Referral Approval Form, Exhibit B. Territory means the location(s) set forth on Exhibit A; Referral Form.

b.

c. d.

e. f.

2. Referral Partner shall perform the following during the term of this Agreement: a. Prior to undertaking any solicitation efforts of a Prospect relating to the Services, Representative shall submit a Referral Form for approval, Exhibit B, to Telovations at www.telovations.com/TPP and provide such additional information as may be requested by Telovations. If the Prospect does not conflict with other sales efforts underway by Telovations or any of its other resellers or referral organizations, Telovations may, in its sole discretion, approve the Prospect by e-mail to the e-mail address listed on the Referral Partner Profile. Assist a Telovations representative in scheduling a meeting with the referral within thirty (30) days after Telovations' approval of the referral.

b.

3.

For any invoices issued pursuant to Orders received by Telovations from the Approved Referral during the Referral Period (regardless of the date of the invoice), Telovations shall pay Referral Partner a commission pursuant to Exhibit C attached hereto of the Net Invoice Amounts. Commissions hereunder shall be due and payable to Representative only for so long as this Agreement is in effect and for a period not to exceed 24 months. Telovations shall mail the commission check to Referral Partner within forty-five (45) days of the date of Telovations' invoice to the Approved Referral for the Order(s). Referral Partner agrees that the payment of this commission shall be Telovations' sole financial and legal obligation to Referral Partner hereunder and that no payments shall be made for Orders obtained following the Referral Period, no matter what efforts Referral Partner may have made with respect to such Orders.

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4.

Referral Partner agrees that Referral Partner is an independent contractor, not Telovations partner, agent or employee. Referral Partner shall bear its own expenses in connection with this Agreement without any reimbursement by Telovations. Referral Partner understands and agrees that this arrangement is on a nonexclusive basis and that Telovations may engage other parties to assist in its sales efforts with respect to the Services or any other Telovations services as, when and wherever it desires. In no event shall Telovations be liable for incidental, consequential, punitive, indirect or special damages irrespective of the basis of claim. IN NO EVENT SHALL TELOVATIONS BE LIABLE TO REFERRAL PARTNER, CUSTOMERS OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOST PROFITS, LOST SAVINGS, INTERRUPTION OF BUSINESS, LOSS OF TECHNOLOGY OR LOST DATA, HOWEVER ARISING, WHETHER UNDER THEORIES OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF TELOVATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TELOVATIONS TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED IN THE AGGREGATE TO THE TOTAL AMOUNT OF COMMISSIONS PAID BY TELOVATIONS TO REPRESENTATIVE DURING THE MOST RECENT TWELVE MONTH TERM. All information that Telovations discloses to Referral Partner hereunder ("Telovations Confidential Information") including any information concerning an Approved Prospect shall always be treated as confidential by Referral Partner during the term of this Agreement and thereafter and shall not be disclosed to a third party without Telovations prior written consent. Referral Partner shall not use any of the Telovations Confidential Information except in the performance of its duties hereunder. All Information provided to Referral Partner shall be returned to Telovations immediately upon request. This Agreement shall be effective as of the Effective Date and shall continue until either party sends the other party written notice of termination. Termination of this Agreement shall be effective immediately. Commissions shall be paid only so long as such customer remains a TELOVATIONS customer and provided this Agreement has not been terminated (for a period not to exceed 24 months). Upon termination of this Agreement by TELOVATIONS for cause, all payment of commissions to Referral Partner shall immediately cease. Both parties agree that any controversy or claim relating to this Agreement, any performance or dealings between the parties or otherwise shall be settled exclusively by arbitration in Delaware by a single arbitrator pursuant to the American Arbitration Association's Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection then in effect and judgment upon the award shall be entered in any court having jurisdiction thereof. The arbitrator shall be chosen from a panel of licensed attorneys familiar with the subject matter of this Agreement. Delaware law shall apply to this Agreement, excluding conflicts of law. The prevailing party shall be awarded reasonable attorney's fees, costs and disbursements in addition to any other relief granted. By signing below, the parties agree that this Agreement constitutes the entire agreement between the parties and shall only be modified by a written instrument executed by an authorized officer of both parties.

5.

6.

7.

8.

TELOVATIONS, INC. Representative Name

Signature

Signature

Print Name

Print Name

Print Title

Print Title

Date

Date

Tax I.D.

Partner Number (provided by Telovations)

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Exhibit A Territory

Referral Form
Company Information
COMPANY NAME MAIN PHONE # MAIN FAX #

MAIN ADDRESS

CITY

STATE

ZIP

WEBSITE ADDRESS

Who Is The Main Contact?

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT TITLE

Who Is The Technical Contact?

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT TITLE

Who Handles The Accounts Payable/Accounts Receivable?

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT TITLE

Additional Contact Information

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT TITLE

Additional Company Information

# OF EMPLOYEES # OF LOCATIONS OTHER

Please provide a separate sheet for each referral Fax to 813-463-1707

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Exhibit B Referral Partner Profile

Referral Partner Profile

FORM TO BE COMPLETED BY REFERRAL PARTNER AND E-MAILED OR FAXED TO TELOVATIONS.

Company Information
REFERRAL PARTNER COM PANY NAME MAIN PHONE # MAIN FAX #

MAIN ADDRESS

CITY

STATE

ZIP

WEBSITE ADDRESS

# OF EMPLOYEES

Who Is The Main Contact?

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT MOBILE #

Who Is The Sales Contact?

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT MOBILE #

Who Handles The Accounts Payable/Accounts Receivable?

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT MOBILE #

Who Should Receive The Commission Check?

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT MOBILE #

Additional Contact Information

CONTACT NAME CONTACT E-MAIL ADDRESS CONTACT MOBILE #

Telovations, Inc. 1410 N. West Shore Blvd, Suite 700 Tampa, FL 33607 Phone: (813) 321-1044 Fax: (813) 463-1703 Attention: Patti Sass

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Exhibit C Commission Structure

1. Commissions are payable according to the schedule below for referrals submitted by Referral Partner and approved via e-mail by Telovations as outlined in Section 2A. For each Referral that Referral Partner submits who then becomes a Telovations customer, Referral Partner will be eligible to receive a commission according to the schedules below. An approved Referral becomes a customer of Telovations when three things happen: customer signs a Service Order, passes Telovations credit check, and the customers service has been installed and activated.

2.

3.

Eligible Services Hosted Services Commission Schedule Description

1XMRC on hosted services (excluding circuits) up to $2000 for all contracts with a minimum 1 year contract

Eligible Service Hosted Services

Commission Amount
1XMRC on hosted services (excluding circuits) up to $2000

4.

Referral Partner hereby acknowledges and agrees that it is responsible for the payment of any chargeback amounts and that the following chargeback/nonpayment policy shall apply to all commissions paid hereunder: A. Referral Partner shall be charged back 100% of any paid commission if an Approved Prospect terminates service with TELOVATIONS or has its service disconnected by TELOVATIONS within six (6) months following installation; B. In the event an Approved Prospect fails to pay TELOVATIONS for service, Referral Partner agrees TELOVATIONS may suspend, discontinue, terminate and/or chargeback commissions related to such Approved Prospect due to such nonpayment; and C. By executing this Agreement, Referral Partner specifically agrees to pay any and all chargeback amounts calculated hereunder. Referral Partner hereby acknowledges and agrees that its payment of the chargeback amount is a material term of this Agreement and failure to make such payment shall result in the immediate termination for cause of this Agreement by TELOVATIONS. Referral Partner hereby agrees that TELOVATIONS may recover chargebacks by withholding from or offsetting against future commissions or compensation otherwise due or payable to Referral Partner.

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