May
      10,
      2006







Aaron
      Dobrinsky


419
      Ogden
      Avenue


Teaneck,
      New Jersey 07666





Dear Aaron:





Reference
      is made to your Employment Agreement with RoomLinX, Inc. (the “Company”), dated
      as of April 15, 2004 (as amended, in writing or by action, your “Employment
      Agreement”). The Company agreed to accept your resignation as Chief Executive
      Officer, effective as of October 31, 2005, and in connection with your
      separation from the Company as an employee, the Company and you agree as
      follows:




(a)
            The
                Company will continue to indemnify you fully andhold
                you completely harmless, pursuant to the Company’sDirectors
                and Officers Liability Insurance policy, theIndemnification
                Agreement attached to this letter as ExhibitB
                and otherwise, for all Company/Director/Officer-relatedliabilities
                arising during the term of your employment andthereafter,
                including during your time as a consultant to theCompany;




(b)
            All
                of the 4,000,000 stock options granted to you underyour
                Employment Agreement that are not already vestedshall
                be immediately vested with the signing of thisagreement
                and, notwithstanding any provision to thecontrary
                in any Company stock option agreement, shall beexercisable
                as “Cashless” options in accordance with theCompany’s
                Long Term Incentive Plan; for administrativeefficiency,
                you may elect to exercise any or all such optionswith
                a written letter requesting the options be exercisedunder
                your Employment Agreement and the Company shallpromptly
                issue or cause to be issued to you one or morestock
                certificates representing all of the shares of Companystock
                underlying all such stock options.




(c)
            You
                acknowledge that the payments and benefits discussedin
                paragraphs (a) and (b) above, are inclusive of anypayment
                that may otherwise be owed to you under yourEmployment
                Agreement, including any unpaid salary oraccrued
                bonuses under your Employment Agreement. Thisagreement
                does not cover nor change in any way, theoutstanding
                loan you made to the company of $25,000under
                the Loan Agreement or the warrants associated withthat
                loan.




(d)
                You
                    shall be solely responsible for all income and othertaxes
                    that may be due or payable with respect to allcompensation
                    and benefits you receive pursuant toparagraph
                    (b) of this letter
                    agreement.




(e)
            Your
                full time employment shall be deemed terminated asof
                December 31, 2005.




(f)
            It
                is acknowledged and agreed that the General Release andWaiver
                attached to this letter agreement as Exhibit A, andthe
                Indemnification Agreement attached to this letteragreement
                as Exhibit B, are each a vital part of yourwillingness
                to execute this letter agreement with theCompany.




(g)
            This
                agreement is effective as of December 31,
                2005




If
      you
      are in agreement with the foregoing, you should sign, date and return both
      copies of this letter agreement to the undersigned for execution on behalf
      of
      the Company; after this letter agreement has been executed by the Company and
      a
      fully-executed copy returned to you, it shall constitute a binding agreement
      between us.





Sincerely,RoomLinX,
              Inc.By:
            /S/
                Michael S. WasikMichael
                S. WasikChief
                Executive Officer





I
      have
      carefully read, fully understand and agree to the arrangement outlined in this
      letter agreement and the attached General Release and Waiver and Indemnification
      Agreement.






/S/
                Aaron DobrinskyAaron
                DobrinskyDated:5-10-2006


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**EXHIBIT
      A**


**GENERAL
      RELEASE AND WAIVER**





1.
      I
      understand that my active employment with RoomLinX, Inc. (the “Company”)
      terminated on October 31, 2005 and that I remained a full-time employee through
      December 31, 2005. I understand that in consideration for my agreement to the
      following terms of this General Release and Waiver, I will receive the
      compensation and/or benefits described in the letter to which a copy of this
      General Release and Waiver is attached as Exhibit “A”.




2.
      I
      understand and agree that I will not receive the compensation and/or benefits
      specified in the letter unless I execute this General Release and
      Waiver.




3.
      I
      knowingly and voluntarily release and forever discharge the Company and/or
      all
      of its heirs, executors, assigns, past and present affiliates, predecessors,
      subsidiaries, branches, officers, directors, employees and agents, (hereinafter
      collectively the “Releasees”) from any and all claims known and unknown, which
      I, my heirs, executors, administrators and assigns may have, including, but
      not
      limited to, any claim that arises out of:




(a) any
      claims that arise out of my employment and/or the termination of my employment
      with the Company, including without limitation, any job offer letters and/or
      employment agreements;




(b) any
      allegation, claim or violation arising under Title VII of the Civil Rights
      Act
      of 1964, as amended, the Civil Rights Act of 1866, as amended, the Civil Rights
      Act of 1991, the Equal Pay Act, as amended, the Americans with Disabilities
      Act
      of 1990, the Worker Adjustment Retraining and Notification Act, the Employee
      Retirement Income Security Act of 1974, as amended, any applicable Executive
      Order Programs, or their state or local counterparts;




(c) the
      New
      Jersey Law Against Discrimination, the New Jersey Conscientious Employee
      Protection Act, the New Jersey Family Leave Act, the New Jersey Workers’
Compensation Act, the New Jersey State Wage and Hours law, the New Jersey
      Political Activities of Employees law, the New Jersey Jury Duty Employment
      Protection law, the New Jersey Lie Detector Test law, the New Jersey Tobacco
      Use
      law, and the New Jersey Genetic Testing law, all as amended;




(d) any
      other
      federal, state or local civil, employment or human rights law or any other
      local, state or federal law, regulation or ordinance;




(e) any
      allegation or claim for wrongful discharge, breach of contract, infliction
      of
      emotional distress, defamation or any allegation or claim arising under any
      policies, practices or procedures of the Company;




(f) any
      allegation, claim or violation arising under any public policy, contract or
      tort, or under common law; and/or




(g) any
      claim
      for costs, fees or other expenses, including attorney’s fees, incurred in these
      matters.




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4.
      Except
      as provided in Paragraph 5, I agree to release and discharge Releasees not
      only
      from any and all claims which I could make on my own behalf, but I also
      specifically waive any right to become, and promise not to become, a member
      of
      any class in any proceeding or case in which a claim or claims against Releasees
      may arise, in whole or in part, from any event which occurred as of the date
      of
      this Release. It is understood that if I, by no action of my own, become a
      mandatory member of any class from which I cannot, by operation of law or order
      of court, opt out, such mandatory class membership will not constitute a breach
      of this Release.




5.
      (a) I
      agree not to file any charge or complaint on my own behalf, in the future,
      based
      upon claims arising from, or attributable in any way to, my employment or
      interactions with the Company, to the extent the same relates to any matter
      or
      event occurring prior to the date of this Agreement, before any federal, state
      or local court, or administrative agency, or to participate in any such charge
      or complaint which may be made by any other person or organization on my behalf;
      and if any court or agency assumes jurisdiction of the same, I will direct
      the
      court or agency to dismiss or withdraw it. I also agree to withdraw and/or
      dismiss any such pending charges or complaints. I further agree that I will
      not
      encourage or participate in any action against the Company brought by any other
      current or former employee unless I am required by law to do so. However, if
      by
      no action of my own, I become a mandatory member of any class from which I
      cannot, by operation of law or order of court, opt out, such mandatory class
      membership will not constitute a breach of this release.




(b)
      Nevertheless, this release does not prevent me from cooperating with the Equal
      Employment Opportunity Commission in an investigation of alleged discrimination
      or testifying in any cause of action when required to do so by law. However,
      except where prohibited by law, I waive my right to recover any damages or
      other
      relief in any claim or suit brought by or through the Equal Employment
      Opportunity Commission or any other state or local agency on his behalf under
      the Age Discrimination in Employment Act, Title VII of the Civil Rights Act
      of
      1964, as amended, or the Americans with Disabilities Act, and under any claim
      or
      suit on his behalf under any other federal, state or local law.




6.
      This
      General Release and Waiver shall not act as a release of the obligations of
      the
      Company specified in the letter to which this General Release and Waiver is
      attached as Exhibit “A”.




7.
      I
      acknowledge that I have been advised I have fourteen (14) days to consider
      this
      General Release and Waiver. I acknowledge that the Company has advised me in
      writing of my right to consult with an attorney regarding the legal consequences
      of the General Release and Waiver and that I have had an opportunity to discuss
      the terms of this General Release and Waiver with an attorney. I understand
      the
      legal consequences of the General Release and Waiver.




8.
      I
      agree that neither this General Release and Waiver, nor the furnishing of the
      consideration for this General Release and Waiver, shall be deemed or construed
      at any time to be an admission by either the Company or myself of any improper
      or unlawful conduct.




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9.
      I
      agree that this General Release and Waiver is confidential and agree not to
      disclose any information regarding the terms of this General Release and Waiver,
      except to an attorney with whom I choose to consult regarding this General
      Release and Waiver, my financial consultant, my spouse or as required by law.
      I
      further agree that if I violate this provision of confidentiality, I will repay
      the Company the compensation and/or return the benefits in the letter to which
      this release is attached as Exhibit “A.”




10.
      I
      represent I have not and agree that I will not in any way disparage the Company
      or any of Releasees or make or solicit any comments, statements, or the like
      to
      the media or others that may be considered derogatory or detrimental to the
      good
      name or business reputation of any the foregoing parties or
      entities.






BY
      SIGNING THIS GENERAL RELEASE AND WAIVER, I STATE THAT:




A.
            I
                HAVE CAREFULLY READ IT.




B.
            I
                FULLY UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS
                AS MORE
                PARTICULARLY DESCRIBED IN THE GENERAL RELEASE AND WAIVER, AND PURSUANT
                TO
                ANY OTHER AGREEMENTS I MAY HAVE WITH THE
                COMPANY.




C.
            I
                AGREE WITH EVERYTHING IN IT.




D.
            I
                HAVE BEEN ADVISED OF MY RIGHT TO CONSULT WITH AN ATTORNEY BEFORE
                EXECUTING
                IT.




E.
            I
                HAVE BEEN GIVEN WHAT I CONSIDER TO BE A SUFFICIENT PERIOD OF TIME
                TO
                REVIEW AND CONSIDER THIS GENERAL RELEASE AND WAIVER BEFORE SIGNING
                IT.




F.
            I
                HAVE SIGNED THIS GENERAL RELEASE AND WAIVER KNOWINGLY AND
                VOLUNTARILY.




G.
            I
                AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE AND WAIVER MAY
                NOT BE
                AMENDED, WAIVED, CHANGED, OR MODIFIED EXCEPT BY AN INSTRUMENT IN
                WRITING
                SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
                COMPANY.






Dated:Aaron
                Dobrinsky


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**EXHIBIT
      B**


**ROOMLINX,
      INC.**


**INDEMNIFICATION
      AGREEMENT**





This
      Indemnification Agreement ("Agreement") is made effective as of January 1,
      2004,
      by and between RoomLinX, Inc., a Delaware corporation (the "Company"), and
      Aaron
      Dobrinsky ("Indemnitee").




WHEREAS,
      Indemnitee is/was an officer and director of the Company and performs/performed
      a valuable service in such capacities for the Company; and




WHEREAS,
      the Company and Indemnitee recognize the substantial increase in corporate
      litigation in general, subjecting directors, officers, employees, agents and
      fiduciaries to expensive litigation risks at the same time as the availability
      and coverage of liability insurance may be limited; and




WHEREAS,
      the Company and Indemnitee further recognize the difficulty in obtaining
      sufficient and appropriate liability insurance for its directors, officers,
      employees, agents and fiduciaries, the significant increases in the cost of
      such
      insurance and the general reductions and exclusions in the coverage of such
      insurance; and





WHEREAS,
      Indemnitee does not regard the historic or current protection available as
      adequate under the present circumstances, and





WHEREAS,
      the Company has retained the services of Indemnitee to serve the Company and,
      in
      part, in order to induce the Indemnitee to waive certain of his rights under
      his
      Employment Agreement with the Company, and, in part, to induce Indemnitee to
      continue to assist or provide services to the Company as a consultant or
      otherwise, the Company wishes to provide for the fullest allowable
      indemnification and similar protection for Indemnitee; and





WHEREAS,
      the Company desires to fully indemnify the Indemnitee and pay all legal and
      other expenses incurred by the Indemnitee in connection with the Company to
      the
      extent, regardless of reason, that the such expenses are not covered by the
      Company’s Directors and Officers Liability policy.




NOW,
      THEREFORE, the Company and Indemnitee hereby agree as follows:




1.
      Indemnification.


(a)
      Indemnification of Expenses. The Company shall indemnify Indemnitee to the
      fullest extent permitted by law if Indemnitee was or is or becomes a party
      to or
      witness or other participant in, or is threatened to be made a party to or
      witness or other participant in, any threatened, pending or completed action,
      suit, proceeding or alternative dispute resolution mechanism, or any hearing,
      inquiry or investigation that Indemnitee in good faith believes might lead
      to
      the institution of any such action, suit, proceeding or alternative dispute
      resolution mechanism, whether civil, criminal, administrative, investigative
      or
      other (hereinafter a "Claim"), by reason of (or arising in part out of) any
      event or occurrence related to the fact that Indemnitee is or was a director,
      officer, employee, consultant, agent or fiduciary of the Company, or any
      subsidiary of the Company, or is or was serving at the request of the Company
      as
      a director, officer, employee, agent or fiduciary of another corporation,
      partnership, joint venture, trust or other enterprise, or by reason of any
      action or inaction on the part of Indemnitee while serving in such capacity
      (hereinafter an "Indemnifiable Event") against any and all expenses (including
      attorneys' fees and all other costs, expenses and obligations incurred in
      connection with investigating, defending, being a witness in or participating
      in
      (including on appeal), or preparing to defend, be a witness in or participate
      in, any such action, suit, proceeding, alternative dispute resolution mechanism,
      hearing, inquiry or investigation), judgments, fines, penalties and amounts
      paid
      in settlement (if such settlement is approved in advance by the Company) of
      such
      Claim and any federal, state, local or foreign taxes imposed on the Indemnitee
      as a result of the actual or deemed receipt of any payments under this Agreement
      (collectively, hereinafter "Expenses"), including all reasonable interest,
      assessments and other charges paid or payable in connection with or in respect
      of such Expenses. Such payment of Expenses shall be made by the Company as
      soon
      as practicable but in any event no later than thirty (30) days after Company
      receives from Indemnittee a written demand therefore with any support
      documentation required by the Company.


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(b)
      Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the
      Company under Section 1(a) shall be subject to the condition that the Reviewing
      Party (as described in Section 10(e) hereof) shall not have determined (in
      a
      written opinion, in any case in which the Independent Legal Counsel referred
      to
      in Section 1(c) hereof is involved) that Indemnitee would not be permitted
      to be
      indemnified under applicable law, and (ii) the obligation of the Company to
      make
      an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an
      "Expense Advance") shall be subject to the condition that, if, when and to
      the
      extent that the Reviewing Party determines that Indemnitee would not be
      permitted to be so indemnified under applicable law, the Company shall be
      entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
      Company promptly upon Indemnittee’s receipt of the Company’s written demand
      therefor) for all such amounts theretofore paid; provided, however, that if
      Indemnitee has commenced or thereafter commences legal proceedings in a court
      of
      competent jurisdiction to secure a determination that Indemnitee should be
      indemnified under applicable law, any determination made by the Reviewing Party
      that Indemnitee would not be permitted to be indemnified under applicable law
      shall not be binding if Indemnitee timely appeals and Indemnitee shall not
      be
      required to reimburse the Company for any Expense Advance until a final judicial
      determination is made with respect thereto (as to which all rights of appeal
      therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse
      the Company for any Expense Advance shall be unsecured and no interest shall
      be
      charged thereon. If there has not been a Change in Control (as defined in
      Section 10(c) hereof), the Reviewing Party shall be selected by the Board of
      Directors, and if there has been such a Change in Control (other than a Change
      in Control which has been approved by a majority of the Company's Board of
      Directors who were directors immediately prior to such Change in Control),
      the
      Reviewing Party shall be the Independent Legal Counsel referred to in Section
      1(c) hereof. If there has been no determination by the Reviewing Party or if
      the
      Reviewing Party determines that Indemnitee substantively would not be permitted
      to be indemnified in whole or in part under applicable law, Indemnitee shall
      have the right to commence litigation seeking an initial determination by the
      court or challenging any such determination by the Reviewing Party or any aspect
      thereof, including the legal or factual bases therefor, and the Company hereby
      consents to service of process and to appear in any such proceeding. Any
      determination by the Reviewing Party otherwise shall be conclusive and binding
      on the Company and Indemnitee.


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(c)
      Change in Control. The Company agrees that if there is a Change in Control
      of
      the Company (other than a Change in Control which has been approved by a
      majority of the Company's Board of Directors who were directors immediately
      prior to such Change in Control) then with respect to all matters thereafter
      arising concerning the rights of Indemnitee to payments of Expenses and Expense
      Advances under this Agreement or any other agreement or under the Company's
      Certificate of Incorporation or By-laws as now or hereafter in effect, the
      Company shall seek legal advice only from Independent Legal Counsel (as defined
      in Section 10(d) hereof) selected by Indemnitee and approved by the Company.
      Such counsel, among other things, shall render its written opinion to the
      Company and Indemnitee as to whether and to what extent Indemnitee would be
      permitted to be indemnified under applicable law. The Company agrees to pay
      the
      reasonable fees of the Independent Legal Counsel referred to above and to fully
      indemnify such counsel against any and all expenses (including reasonable
      attorneys' fees), claims, liabilities and damages arising out of or relating
      to
      this Agreement or its engagement pursuant hereto.




(d)
      Mandatory Payment of Expenses. Notwithstanding any other provision of this
      Agreement other than Section 8 hereof, to the extent that Indemnitee has been
      successful on the merits or otherwise, including, without limitation, the
      dismissal of an action without prejudice, in defense of any action, suit,
      proceeding, inquiry or investigation referred to in Section (1)(a) hereof or
      in
      the defense of any claim, issue or matter therein, Indemnitee shall be
      indemnified against all Expenses incurred by Indemnitee in connection
      therewith.




2.
      Expenses; Indemnification Procedure.


(a)
      Advancement of Expenses. The Company shall advance all Expenses incurred by
      Indemnitee in accordance with Section 1(a) hereof.





(b)
      Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent
      to
      Indemnitee's right to be indemnified under this Agreement, give the Company
      notice in writing as soon as practicable of any Claim made against Indemnitee
      for which indemnification will or could be sought under this Agreement. Notice
      to the Company shall be directed to the President of the Company at the address
      shown on the signature page of this Agreement (or such other address as the
      Company shall designate in writing to Indemnitee). In addition, Indemnitee
      shall
      give the Company such information and cooperation as it may reasonably require
      and as shall be within Indemnitee's power.




(c)
      No
      Presumptions; Burden of Proof. For purposes of this Agreement, the termination
      of any claim, action, suit or proceeding, by judgment, order, settlement
      (whether with or
      without court approval) or conviction, or upon a plea of *nolo
      contendere* ,
      or its
      equivalent, shall not create a presumption that Indemnitee did not meet any
      particular standard of conduct or have any particular belief or that a court
      has
      determined that indemnification is not permitted by applicable law. In addition,
      neither the failure of the Reviewing Party to have made a determination as
      to
      whether Indemnitee has met any particular standard of conduct or had any
      particular belief, nor an actual determination by the Reviewing Party that
      Indemnitee has not met such standard of conduct or did not have such belief,
      prior to the commencement of legal proceedings by Indemnitee to secure a
      judicial determination that Indemnitee should be indemnified under applicable
      law, shall be a defense to Indemnitee's claim or create a presumption that
      Indemnitee has not met any particular standard of conduct or did not have any
      particular belief. In connection with any determination by the Reviewing Party
      or otherwise as to whether the Indemnitee is entitled to be indemnified
      hereunder, the burden of proof shall be on the Company to establish that
      Indemnitee is not so entitled.


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(d)
      Notice to Insurers. If, at the time of the receipt by the Company of a notice
      of
      a Claim pursuant to Section 2(b) hereof, the Company has liability insurance
      in
      effect which may cover such Claim, the Company shall give prompt notice of
      the
      commencement of such Claim to the insurers in accordance with the procedures
      set
      forth in such policy or policies. The Company shall thereafter take all
      necessary or desirable action to cause such insurers to pay, on behalf of the
      Indemnitee, all amounts payable as a result of such action, suit, proceeding,
      inquiry or investigation in accordance with the terms of such
      policies.




(e)
      Assumption of Defense; Selection of Counsel. In the event the Company shall
      be
      obligated hereunder to pay the Expenses of any action, suit, proceeding, inquiry
      or investigation, the Company, if appropriate, shall be entitled to assume
      the
      defense of such action, suit, proceeding, inquiry or investigation with counsel
      reasonably satisfactory to Indemnitee, upon the delivery to Indemnitee of
      written notice of its election so to do. After delivery of such notice, approval
      of such counsel by Indemnitee and the retention of such counsel by the Company,
      the Company will not be liable to Indemnitee under this Agreement for any fees
      of counsel subsequently incurred by Indemnitee with respect to the same action,
      suit, proceeding, inquiry or investigation; provided that, (i) Indemnitee shall
      have the right to employ Indemnitee's counsel in any such action, suit,
      proceeding, inquiry or investigation at Indemnitee's expense and (ii) if (A)
      the
      employment of counsel by Indemnitee has been previously authorized by the
      Company or (B) Indemnitee shall have reasonably concluded that there may be
      a
      conflict of interest between the Company and Indemnitee in the conduct of any
      such defense. Notwithstanding the foregoing, in the event the Company shall
      not
      continue to retain such counsel to defend such action, suit, proceeding, inquiry
      or investigation, then the fees and expenses of Indemnitee's counsel shall
      be at
      the expense of the Company.








3.
      Additional Indemnification Rights; Nonexclusivity.


(a)
      Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest
      extent permitted by law, notwithstanding that such indemnification may not
      be
      specifically authorized by the other provisions of this Agreement, the Company's
      Certificate of Incorporation, the Company's By-laws or by statute. In the event
      of any change after the date of this Agreement in any applicable law, statute
      or
      rule which expands the right of a Delaware corporation to indemnify a member
      of
      its board of directors or an officer, employee, agent or fiduciary, it is the
      intent of the parties hereto that Indemnitee shall enjoy by this Agreement
      the
      greater benefits afforded by such change. In the event of any change in any
      applicable law, statute or rule which narrows the right of a Delaware
      corporation to indemnify a member of its board of directors or an officer,
      employee, agent or fiduciary, such change, to the extent not otherwise required
      by such law, statute or rule to be applied to this Agreement, shall have no
      effect on this Agreement or the parties' rights and obligations hereunder.
      For
      the avoidance of doubt, the Company hereby expressly acknowledges and agrees
      that its indemnification obligations under this Agreement remain in full force
      and effect regardless of any, whether in whole or in part, exclusion, denial
      or
      other determination of any insurer(s) or other third party(-ies) providing
      Directors and Officers Liability Insurance, Errors and Omissions Insurance,
      or
      any other protection or coverage to the Company.


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(b)
      Nonexclusivity. The indemnification provided by this Agreement shall be in
      addition to any rights to which Indemnitee may be entitled under the Company's
      Certificate of Incorporation, its By-laws, any agreement, any vote of
      shareholders or disinterested directors, the General Business Law of the State
      of Delaware, or otherwise. The indemnification provided under this Agreement
      shall continue as to Indemnitee for any action taken or not taken while serving
      in an indemnified capacity even though Indemnitee may have ceased to serve
      in
      such capacity.




4.
      No
      Duplication of Payments. The Company shall not be liable under this Agreement
      to
      make any payment in connection with any action, suit, proceeding, inquiry or
      investigation made against Indemnitee to the extent Indemnitee has otherwise
      actually received payment (under any insurance policy, Certificate of
      Incorporation, By-laws or otherwise) of the amounts otherwise indemnifiable
      hereunder.




5.
      Partial Indemnification. If Indemnitee is entitled under any provision of this
      Agreement to indemnification by the Company for some or a portion of Expenses
      in
      the investigation, defense, appeal or settlement of any civil or criminal
      action, suit, proceeding, inquiry or investigation, but not, however, for all
      of
      the total amount thereof, the Company shall nevertheless indemnify Indemnitee
      for the portion of such Expenses to which Indemnitee is entitled.




6.
      Mutual
      Acknowledgment. Both the Company and Indemnitee acknowledge that in certain
      instances, federal law or applicable public policy may prohibit the Company
      from
      indemnifying its directors, officers, employees, agents or fiduciaries under
      this Agreement or otherwise. Indemnitee understands and acknowledges that the
      Company has undertaken or may be required in the future to undertake with the
      Securities and Exchange Commission to submit the question of indemnification
      to
      a court in certain circumstances for a determination of the Company's right
      under public policy to indemnify Indemnitee.





7.
      Liability Insurance. To the extent the Company maintains liability insurance
      applicable to directors, officers, employees, agents or fiduciaries, Indemnitee
      shall be covered by such policies in such a manner as to provide Indemnitee
      the
      same rights and benefits as are accorded to the most favorably insured of the
      Company's directors and officers.





8.
      Exceptions. Any other provision herein to the contrary notwithstanding, the
      Company shall not be obligated pursuant to the terms of this Agreement:


(a)
      To
      indemnify or advance expenses to Indemnitee with respect to proceedings or
      claims initiated or brought voluntarily by Indemnitee and not by way of defense,
      except (i) with respect to proceedings brought to establish or enforce a right
      to indemnification under this Agreement or any other agreement or insurance
      policy or under the Company's Certificate of Incorporation or By-laws now or
      hereafter in effect relating to Claims for Indemnifiable Events, (ii) in
      specific cases if the Board of Directors has approved the initiation or bringing
      of such suit, or (iii) as otherwise required under Section 145 of the Delaware
      General Corporation Law, regardless of whether Indemnitee ultimately is
      determined to be entitled to such indemnification, advance expense payment
      or
      insurance recovery, as the case may be.


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(b)
      To
      indemnify Indemnitee for any expenses incurred by the Indemnitee with respect
      to
      any proceeding instituted by Indemnitee to enforce or interpret this Agreement,
      if and to the extent that a court of competent jurisdiction determines that
      any
      or all of the material assertions made by the Indemnitee in such proceeding
      was
      not made in good faith or was frivolous; or





(c)
      To
      indemnify Indemnitee for expenses and the payment of profits arising from the
      purchase and sale by Indemnitee of securities in violation of Section 16(b)
      of
      the Securities Exchange Act of 1934, as amended, or any similar successor
      statute.




9.
      Period
      of Limitations. No legal action shall be brought and no cause of action shall
      be
      asserted by or in the right of the Company against Indemnitee, Indemnitee's
      estate, spouse, heirs, executors or personal or legal representatives after
      the
      expiration of two years from the date of accrual of such cause of action, and
      any claim or cause of action of the Company shall be extinguished and deemed
      released unless asserted by the timely filing of a legal action within such
      two-year period; provided, however, that if any shorter period of limitations
      is
      otherwise applicable to any such cause of action, such shorter period shall
      govern.




10.
      Construction of Certain Phrases.


(a)
      For
      purposes of this Agreement, references to the "Company" shall include, in
      addition to the resulting corporation, any constituent corporation (including
      any constituent of a constituent) absorbed in a consolidation or merger which,
      if its separate existence had continued, would have had power and authority
      to
      indemnify its directors, officers, employees, agents or fiduciaries, so that
      if
      Indemnitee is or was a director, officer, employee, agent or fiduciary of such
      constituent corporation, or is or was serving at the request of such constituent
      corporation as a director, officer, employee, agent or fiduciary of another
      corporation, partnership, joint venture, employee benefit plan, trust or other
      enterprise, Indemnitee shall stand in the same position under the provisions
      of
      this Agreement with respect to the resulting or surviving corporation as
      Indemnitee would have with respect to such constituent corporation if its
      separate existence had continued.




(b)
      For
      purposes of this Agreement, references to "other enterprises" shall include
      employee benefit plans; references to "fines" shall include any excise taxes
      assessed on Indemnitee with respect to an employee benefit plan; and references
      to "serving at the request of the Company" shall include any service as a
      director, officer, employee, agent or fiduciary of the Company which imposes
      duties on, or involves services by, such director, officer, employee, agent
      or
      fiduciary with respect to an employee benefit plan, its participants or its
      beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee
      reasonably believed to be in the interest of the participants and beneficiaries
      of an employee benefit plan, Indemnitee shall be deemed to have acted in a
      manner "not opposed to the best interests of the Company" as referred to in
      this
      Agreement.


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(c)
      For
      purposes of this Agreement a "Change in Control" shall be deemed to have
      occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d)
      of the Securities Exchange Act of 1934, as amended), other than a trustee or
      other fiduciary holding securities under an employee benefit plan of the Company
      or a corporation owned directly or indirectly by the shareholders of the Company
      in substantially the same proportions as their ownership of stock of the
      Company, is or becomes the "beneficial owner" (as determined in accordance
      with
      Rule 13d-3 under such Act), directly or indirectly, of securities of the Company
      representing more than 20% of the total voting power represented by the
      Company's then outstanding Voting Securities, (ii) during any period of two
      consecutive years, individuals who at the beginning of such period constitute
      the Board of Directors of the Company and any new director whose election by
      the
      Board of Directors or nomination for election by the Company's shareholders
      was
      approved by a vote of at least two thirds (2/3) of the directors then still
      in
      office who either were directors at the beginning of the period or whose
      election or nomination for election was previously so approved, cease for any
      reason to constitute a majority thereof, or (iii) the shareholders of the
      Company approve a merger or consolidation of the Company with any other
      corporation other than a merger or consolidation which would result in the
      Voting Securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into Voting Securities of the surviving entity) at least 80% of the total voting
      power represented by the Voting Securities of the Company or such surviving
      entity outstanding immediately after such merger or consolidation, or the
      shareholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of (in one
      transaction or a series of transactions) all or substantially all of the
      Company's assets.




(d)
      For
      purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney
      or firm of attorneys, selected in accordance with the provisions of Section
      1(c)
      hereof, who shall not have otherwise performed services for the Company or
      any
      member of the Company’s Board or Indemnitee within the last three years (other
      than with respect to matters concerning the rights of Indemnitee under this
      Agreement, or of other indemnitees under similar indemnity agreements) and
      shall
      otherwise not have any conflict or the appearance of having any
      conflict.




(e)
      For
      purposes of this Agreement, a "Reviewing Party" is Independent Legal Counsel,
      unless the Company or Indemnitee agree promptly on a different
      person(s).




(f)
      For
      purposes of this Agreement, "Voting Securities" shall mean any securities of
      the
      Company that vote generally in the election of directors.





11.
      Counterparts. This Agreement may be executed in one or more counterparts, each
      of which shall constitute an original.




12.
      Binding Effect; Successors and Assigns. This Agreement shall be binding upon
      and
      inure to the benefit of and be enforceable by the parties hereto and their
      respective successors and assigns, including any direct or indirect successor
      by
      purchase, merger, consolidation or otherwise to all or substantially all of
      the
      business and/or assets of the Company, spouses, heirs, and personal and legal
      representatives. The Company shall require and cause any successor (whether
      direct or indirect by purchase, merger, consolidation or otherwise) to all,
      substantially all, or a substantial part, of the business and/or assets of
      the
      Company, by written agreement in form and substance satisfactory to Indemnitee,
      expressly to assume and agree to perform this Agreement in the same manner
      and
      to the same extent that the Company would be required to perform if no such
      succession had taken place. This Agreement shall continue in effect regardless
      of whether Indemnitee continues to serve as a director of the Company or of
      any
      other enterprise at the Company's request.


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13.
      Attorneys' Fees. In the event that any action is instituted by Indemnitee under
      this Agreement or under any liability insurance policies maintained by the
      Company to enforce or interpret any of the terms hereof or thereof, Indemnitee
      shall be entitled to be paid all Expenses incurred by Indemnitee with respect
      to
      such action, regardless of whether Indemnitee is ultimately successful in such
      action, and shall be entitled to the advancement of Expenses with respect to
      such action, unless as a part of such action the court of competent jurisdiction
      over such action determines that any or all of the material assertions made
      by
      Indemnitee as a basis for such action were not made in good faith or were
      frivolous. In the event of an action instituted by or in the name of the Company
      under this Agreement to enforce or interpret any of the terms of this Agreement,
      Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee
      in
      defense of such action (including costs and expenses incurred with respect
      to
      Indemnitee's counterclaims and cross-claims made in such action), and shall
      be
      entitled to the advancement Expenses with respect to such action, unless as
      a
      part of such action the court having jurisdiction over such action determines
      that any or all of Indemnitee's material defenses to such action were made
      in
      bad faith or were frivolous.




14.
      Notice. All notices, requests, demands and other communications under this
      Agreement shall be in writing and shall be deemed duly given (i) if delivered
      by
      hand and receipted for by the party addressee, on the date of such receipt,
      or
      (ii) if mailed by domestic certified or registered mail with postage prepaid,
      on
      the third business day after the date postmarked. Addresses for notice to either
      party are as shown on the signature page of this Agreement, or as subsequently
      modified by written notice.




15.
      Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
      consent to the jurisdiction of the courts of the State of Delaware for all
      purposes in connection with any action or proceeding which arises out of or
      relates to this Agreement and agree that any action instituted under this
      Agreement shall be commenced, prosecuted and continued only in the Court of
      Chancery of the State of Delaware in and for New Castle County, which shall
      be
      the exclusive and only proper forum for adjudicating such a claim.




16.
      Severability. The provisions of this Agreement shall be severable in the event
      that any of the provisions hereof (including any provision within a single
      section, paragraph or sentence) are held by a court of competent jurisdiction
      to
      be invalid, void or otherwise unenforceable, and the remaining provisions shall
      remain enforceable to the fullest extent permitted by law. Furthermore, to
      the
      fullest extent possible, the provisions of this Agreement (including, without
      limitations, each portion of this Agreement containing any provision held to
      be
      invalid, void or otherwise unenforceable, that is not itself invalid, void
      or
      unenforceable) shall be construed so as to give effect to the intent manifested
      by the provision held invalid, illegal or unenforceable.


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17.
      Choice of Law. This Agreement shall be governed by and its provisions construed
      and enforced in accordance with the laws of the State of Delaware, as applied
      to
      contracts between Delaware residents, entered into and to be performed entirely
      within the State of Delaware, without regard to the conflict of laws principles
      thereof.




18.
      Subrogation. In the event of payment under this Agreement, the Company shall
      be
      subrogated to the extent of such payment to all of the rights of recovery of
      Indemnitee, who shall promptly execute all documents required or reasonably
      requested and shall do all acts that may be necessary to secure such rights
      and
      to enable the Company effectively to bring suit to enforce such rights.





19.
      Amendment and Termination. No amendment, modification, termination or
      cancellation of this Agreement shall be effective unless it is in writing signed
      by both the parties hereto. No waiver of any of the provisions of this Agreement
      shall be deemed or shall constitute a waiver of any other provisions hereof
      (whether or not similar) nor shall such waiver constitute a continuing
      waiver.




20.
      Integration and Entire Agreement. This Agreement sets forth the entire
      understanding between the parties hereto with respect to the specific subject
      matter hereof and supersedes and merges all previous written and oral
      negotiations, commitments, understandings and agreements relating to the subject
      matter hereof between the parties hereto.




21.
      No
      Construction as Employment Agreement. Nothing contained in this Agreement shall
      be construed as giving Indemnitee any right to be retained in the employ of
      the
      Company or any of its subsidiaries.




IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement subsequent
      to,
      but as of, the date first above written.





**ROOMLINX,
              INC.**
            
            **AGREED
                TO AND ACCEPTED:****INDEMNITEE**By:
            /S/
                Michael S. Wasik
            
            By:
            /S/
                Aaron DobrinskyMike Wasik - CEO
            
            
            Aaron DobrinskyRoomLinX Inc
            
            
            419
                Ogden Avenue2150 West 6th Street
            
            
            Teaneck, New Jersey 07666Unit DBroomfield, CO 80020






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