As a condition of your employment or continued employment of Employee by O.C. Communications, Inc. (the “Company”) (the term “Company” shall include for all purposes of this Agreement, the company and its affiliates, subsidiaries and related organizations and their executives, employees, members, shareholders, and agents), the Company and employee enter into this Mutual Arbitration Agreement (“Agreement”). The parties acknowledge by their signatures below that this Agreement is supported by adequate consideration.

Aareement to Arbitrate Certain Disputes and Claims

The Company and Employee agree to arbitrate before a neutral arbitrator any and all disputes or claims, which would otherwise be subject to resolution in court, arising from or relating to Employee’s recruitment to or employment with the Company, or the termination of that employment, including claims against any current or former agent or employee ofthe Company, whether the disputes or claims arise in tort, contract,

or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized, including, but not limited to, the following claims:

claims for fraud, promissory estoppel, fraudulent inducement of contract or breach of contract or

contractual obligation, whether such alleged contract or obligation be oral, written, express or implied by fact or law, including breach of the covenant of good faith and fair dealing;

claims for wrongful termination of employment, violation of public policy and constructive discharge, infliction of emotional distress, misrepresentation, interference with contract or prospective economic advantage, defamation, unfair business practices, and any other tort or tort-like causes of action relating to

or arising from the employment relationship or the formation or termination thereof;

claims for fair employment, discrimination, harassment, or retaliation under any and all federal, state, or municipal statutes, regulations, or ordinances that prohibit discrimination, harassment, or retaliation in employment, to the fullest extent permitted by law, including but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967 (“ADEA”), 42 U.S.C. Section 1981, the Older Workers Benefit Protection Act “(OWBPA”), the Family and Medical Leave Act (“FMLA”), and similar state or local laws;

claims for non-payment or incorrect payment of wages, commissions, bonuses, severance, employee fringe benefits, leave benefits, stock options and the like, whether such claims be pursuant to alleged express or implied contract or obligation, equity, state wage and hour laws, the Fair Labor Standards Act, the Employee Retirement Income Securities Act, the FMLA, and any other federal. state, or municipal laws concerning wages, compensation or employee benefits; and

claims arising out of or relating to the grant, exercise, vesting and/or issuance of equity in the Company or options to purchase equity in the Company.

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forum, including courts of law, as required by the laws then in effect: (1) claims disputing disciplinary actions, write-ups, raises, demotions, failure to promote, transfers or other employment actions, unless such

employment actions are related, in any way, to any statutory, constitutional or common law cause of

action, including retaliation claims; (2) workers’ compensation claims; (3) unemployment insurance benefits claims; and (4) disputes or claims that are expressly excluded by statute, state law or applicable

court decision from being resolved by mandatory arbitration, and disputes that are expressly required to be arbitrated under a different procedure pursuant to the terms of an employee benefit plan.Nothing in this agreement shall prevent either party from seeking from a court the remedy of an injunction for a claimed misappropriation of a trade secret, patent right, copyright, trademark, or any other intellectual or confidential property. Nothing in this agreement should be interpreted as restricting or prohibiting any employee from filing a charge or complaint with a federal, state, or local administrative

agency charged with investigating and/or prosecuting complaints under any applicable federal, state or

municipal law or regulation, such as the National Labor Relations Board, the U.S. Equal Employment Opportunity Commission or state equivalent agencies, or from participating in any investigation or proceeding conducted by any such agency. However, any dispute or claim that is not resolved through the federal, state, or local agency must be submitted to arbitration in accordance with this agreement. Either

party to this agreement may, if necessary, seek judicial relief in order to enforce this agreement and/or seek dismissal for the failure to honor this agreement. Should either party pursue any dispute covered by this

agreement by any method other than by arbitration, the other party shall be entitled to recover from the

non-complying party all damages, costs, expenses and attorneys’ fees incurred as a result of such action,

unless recovery ofsuch sums is prohibited by OWBPA, the ADEA, or other federal state or local law.

Any demand for arbitration by either the Employee or the Company shall be filed within the statute of

limitation that is applicable to the claim(s) upon which arbitration is sought or required. Any failure to demand arbitration within this time frame shall constitute a waiver of all rights to raise any claims in any forum arising out of any dispute that was subject to arbitration.

Arbitration Procedures

A party seeking to initiate arbitration must submit a “Request For Arbitration” in writing to the other party within the applicable statute of limitations period if the matter had been brought in a court of law. If the

“Request For Arbitration” is not submitted in accordance with the aforementioned time limitations, the initiating party will not be able to raise the claim in an arbitration or any other forum. The Request For Arbitration shall, unless otherwise required by law, clearly state “Request For Arbitration” at the beginning ofthe first page and include the following information:

1. A factual description of the dispute in sufficient detail to advise the responding party of the nature of the dispute;

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from the Company must be mailed to the employee’s last known address or hand-delivered to the employee. The party to whom the Request For Arbitration is directed will respond within thirty (30) days so that the parties can begin the process of selecting an Arbitrator. Such response may include any counterclaims.

Selection of the Arbitrator

All disputes will be resolved by a single Arbitrator. The Arbitrator will be mutually selected by the Company and the employee. Ifthe parties cannot agree on an Arbitrator, then a list of seven (7) arbitrators, experienced in the legal issues presented by the Request For Arbitration and any counterclaims thereto, shall be provided by a qualified referral source such as [e.g., the Federal Mediation and ConciliationService, the American Arbitration Association or JAMS]. The Arbitrator will be selected by the parties, who will alternately strike names from the list. The last name remaining on the list will be the Arbitrator

selected to resolve the dispute. Upon selection, the Arbitrator shall set an appropriate time, date and place for the arbitration, after conferring with the parties.

Hearing ProcedureExcept as provided herein, the arbitration shall be conducted in accordance with the existing National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however, that the Arbitrator shall allow the discovery authorized by the Federal Rules of Civil Procedure or any other discovery required by applicable law in arbitration proceedings. Also, to the extent that any of the National Rules for the Resolution of Employment Disputes or anything in this agreement conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicanle law shall govern. Upon motion from any party, the Arbitrator is expressly vested with the power to dismiss any claim or counterclaim, so long as such dismissal is consistent with applicable law. Nothing in this

agreement relieves any party from any obligation they may have to exhaust certain administrative remedies

before arbitrating any claims or disputes under this agreement, and the Arbitrator may dismiss a claim for failure to exhaust an administrative remedy, so long as such dismissal is consistent with applicable law.

The Arbitrator shall issue a written award that sets forth the essential fmdings and conclusions on which

the award is based The Arbitrator shall have the authority only to determine the issue(s) submitted to him/her. The issue(s) must be identifiable in the “Request For Arbitration” or counterclaim(s). Except as required by law, any issue(s) not identifiable in those documents is outside the scope of the Arbitrator’s jurisdiction and any award involving such issue(s), upon motion by a party, shall be vacated.

The Arbitrator shall be empowered to award either party any remedy at law or in equity that the prevailing

party would otherwise have been entitled to had the matter been litigated in court, including, but not limited

to, general, special, and punitive damages, and injunctive relief; provided, however, that the authority to award any remedy is subject to whatever limitations, if any, exist in the applicable law on such remedies.

The Arbitrator shall adhere to the terms of this agreement. The Arbitrator shall have no power to add to or modify the terms of this agreement. In reaching a decision, the Arbitrator shall be bound by the law and

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place in the city where the employee was primarily employed, or at any other mutually agreeable location.

GoverninE Law

This agreement and its validity, construction, and performance, as well as disputes and/or claims arising under this agreement shall be governed by applicable federal law or the laws of the State where the employee primarily works or worked, whichever more comprehensively provides for the enforcement of this agreement.

Mediation

Nothing in this agreement shall prevent the parties from agreeing to submit the dispute to mediation. If the dispute is not resolved through mediation, it shall be submitted to binding arbitration pursuant to the terms ofthis agreement.Costs of Arbitration

O.C. Communications will bear the Arbitrator’s fee and any other type of expense or cost that the employee would not be required to bear if he or she were free to bring the dispute or claim in court as well

as any other expense or cost that is unique to arbitration. The Company and any employee shall each pay their own attorneys’ fees incurred in connection with the arbitration, and the Arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute authorizes the award of attorneys’ fees, in which case the Arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. Ifthere is a dispute as to whether the Company or the employee is the prevailing party in the arbitration, the Arbitrator will decide this issue.

Severability

If any term or portion of this agreement shall, for any reason, be held to be invalid or unenforceable or to be contrary to public policy or any law, then the remainder of this agreement shall not be affected by such invalidity or unenforceability but shall remain in full force and effect, as if the invalid or unenforceable term or portion thereof had not existed within this agreement.

Complete Agreement

This agreement contains the complete agreement between O.C. Communications and its employees regarding the subjects covered in it; that it supersedes any and all prior representations and agreements, if any; and that it may be modified only in a writing, expressly referencing this agreement, and signed by the Company’s CEO/President. If this modification to the handbook is not or has not been signed by any employee, but the employee continues to accept employment after having notice of the modification, it shall become effective after a reasonable period.

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promise or representation of continued employment for any employee. Unless you have a writtenemployment contract signed by you and the Company’s CEO/President, your employment with O.C.

Communications is employment at-will. Employment at-will may be terminated at the will of either O.C.

Communications or the employee.

Employment and compensation may be terminated with or without cause and with or without notice at any time by you or O.C. Communications.

Mutual Arbitration Agreement

Acknowledgement and Agreement (continued)

Date:________________________________

Employee Signature

Employee Name (Please Print)

[TO BE PLACED IN EMPLOYEE’S PERSONNEL FILE]

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