AGREEMENT
        FILED AS EXHIBIT 10.32 TO FORM 10-K
 FILED
        FOR
        YEAR ENDED DECEMBER 31, 2007




**BULK
      REGISTRATION CO-MARKETING AGREEMENT**





This
      BULK
      REGISTRATION CO-MARKETING AGREEMENT is made and entered into as of December
      20,
      2007 (the “Effective Date”) by and between Tralliance Corporation, a New York
      corporation (“Tralliance”) and Labigroup Holdings, LLC (f/k/a Labitrav, LLC), a
      Florida limited liability company (“Labigroup”). Tralliance and Labigroup are
      individually referred to herein as a “Party” and collectively as the
“Parties”.





**RECITALS:**





**WHEREAS** ,
      Tralliance is the registry for and is engaged in the business of the marketing
      and management of the top-level domain name “.travel” intended for use on the
      world wide web or the Internet; and





**WHEREAS** ,
      Labigroup is a company that has expertise in the business of creating,
      developing, hosting, optimizing, marketing, and managing multiple domain names
      and websites for profit; and





**WHEREAS** ,
      Tralliance desires to rapidly build a base of “.travel” domain name registered
      users and to promote active use of such domain name under a Bulk Purchasing
      Program; and





**WHEREAS** ,
      Labigroup desires to purchase large blocks of “.travel” domain names under
      Tralliance’s Bulk Purchasing Program and to develop websites containing
      contextually relevant information about the domains on which they reside for
      the
      purpose of generating advertising revenue from third parties; and





**WHEREAS** ,
      Labigroup has entered into a Domain Name Agreement (the “Domain Name Agreement”)
      dated on or about November 1, 2007, with Names Beyond, Inc., an ICANN accredited
      “.travel” registrar, which provides price discounts for bulk “.travel” domain
      name purchases; and





**WHEREAS** ,
      the
      Parties wish to enter into a mutually beneficial cost and revenue sharing
      arrangement, upon the terms, covenants and conditions set forth
      below.





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual promises, benefits and covenants contained herein
      and for other good and valuable consideration, the receipt, adequacy and
      sufficiency are hereby acknowledged, the Parties, intending to be legally bound,
      hereby agree as follows:





**1.**  **DEFINITIONS.**




1.1.  “Affiliates”
      shall mean, with respect to a specified Person, any other Person that, directly
      or indirectly, Controls, is under common Control with, or is Controlled by
      such
      specified Person.




1.2.  “Agreement”
      means this Bulk Registration Co-Marketing Agreement.




1.3.  “Control”
      and its derivatives shall mean legal, beneficial or equitable ownership,
      directly or indirectly, of more than fifty percent (50%) of the outstanding
      voting capital stock (or other ownership interest, if not a corporation) of
      an
      entity, or actual managerial or operational control over such
      entity.




1.4.  “Event
      of
      Default” means any of the following: (a) any representation or warranty made by
      either Party in the Agreement that proves to have been incorrect when made;
      (b)
      a material breach of the Agreement by either Party, which breach is not cured
      within fifteen (15) days after written notice of breach to the breaching Party;
      or (c) any situation in which either Party commits a material breach of the
      Agreement that is not capable of being cured within ten (10) days and fails
      to
      (i) proceed promptly and diligently to correct the breach, (ii) develop within
      fifteen (15) days following written notice of breach a complete plan for curing
      the breach, and (iii) cure the breach within fifteen (15) days of written notice
      thereof.




1.5.  “ICANN”
      means the Internet Corporation for Assigned Names and Numbers.




1.6.  “Intellectual
      Property” means all intellectual property rights, including by way of
      explanation, but not by limitation, those statutory or common law rights in
      and
      relating to copyrights, patents, trademarks, trade secrets, moral rights, or
      any
      similar rights.




1.7.  “Quarter”
      means for the calendar quarter ending December 31, 2007 and for all calendar
      quarters thereafter during the term of this Agreement.




1.8.  “Registration”
      or “Registered” shall mean the initial registration of a “.travel” domain
      name.









1.9.  “Renewal”
      or “Renewed” shall mean the re-registration of a “.travel” domain
      name.




1.10.
            “Term”
                means the period set forth in Section
                4.1.




1.11.
            “Transaction”
                shall be defined as either a Registration and/or Renewal of a “.travel”
                domain name.




**2.**  **OBLIGATIONS.**




2.1.  Registrar. All
      Registrations or Renewals of a “.travel” domain name by Labigroup during the
      Term of the Agreement shall be purchased through an ICANN Accredited Registrar,
      under the terms and conditions of the Bulk Purchasing Program.




2.2.  Initial
      Period . Commencing
      on or after the Effective Date and by no later than September 30, 2008 (“Initial
      Period”), Labigroup shall purchase a minimum of *** Registrations (“Initial
      Period Registration Minimum”). In purchasing the Initial Period Registration
      Minimum, Labigroup shall be permitted to purchase Registrations in blocks of
      ***
      Registrations. For each Registration above the Initial Period Registration
      Minimum during the Initial Period, Labigroup shall be permitted to purchase
      additional Registrations in blocks of *** Registrations in exchange for the
      pricing set forth in Section 3.1.b.3 below.




2.3.  Remainder
      of Initial Term .
      Commencing October 1, 2008 and during the remainder of the Initial Term,
      Labigroup must purchase a minimum of *** Transactions per annum (“Yearly
      Transaction Minimum”). In purchasing the Yearly Transaction Minimum each year,
      Labigroup shall be permitted to purchase Transactions in blocks of ***
      Transactions. For each Transaction above the Yearly Transaction Minimum each
      year, Labigroup shall be permitted to purchase additional Transactions in blocks
      of *** Transactions in exchange for the pricing set forth in Section 3.1.b.3
      below.




2.4.  Renewal
      Periods. During
      both the First Renewal Term or the Second Renewal Term, if applicable, Labigroup
      must purchase a minimum of *** Transactions per annum. In purchasing the Yearly
      Transaction Minimum each year, Labigroup shall be permitted to purchase
      Transactions in blocks of *** Transactions. For each Transaction above the
      Yearly Transaction Minimum each year, Labigroup shall be permitted to purchase
      additional Transactions in blocks of *** Transactions in exchange for the
      pricing set forth in Sections 3.1.c.2 and 3.1.d.2 (as applicable).




2.5.  General
      Rules .




(a)  No
      Carry Over .
      In the
      event that Labigroup purchases Registrations or Transactions in excess of the
      applicable annual minimums established in Sections 2.2, 2.3 and 2.4 above,
      such
      excess Registrations or Transactions shall not apply toward succeeding years’
minimum requirements.




(b)  All
      Registrations and/or Renewals shall be for periods of one (1) year.
      Registrations and/or Renewals in excess of one (1) year shall not be permitted
      under this Agreement.




2.6.  Quarterly
      Report. No less
      than 45 days after the end of a quarter a Quarter, Labigroup shall provide
      to
      Tralliance (i) a list of all “.travel” Transactions under this Agreement during
      that quarter, and (ii) a report summarizing the Total Revenue and Gross Profit
      derived by Labigroup from the sale of advertising on all websites developed
      for
      any “.travel” domain name Registered or Renewed under this Agreement during that
      quarter by thirty (30) after the end of each quarter.




2.7.  Live
      Sites Requirement .
      Labigroup shall ensure that by no later than September 30, 2008, at least ***
      (***) “.travel” websites are launched. “.travel” web sites will contain
      contextually relevant information about the domains on which they reside.
      Websites will take on many recognizable forms such as blog, directories, news
      and events and many others. The websites will let users research travel to
      and
      from specific countries, regions and areas, as well bring them up to date on
      current events in those areas. Failure to obtain a minimum of *** new “live”
“.travel” websites shall be considered an Event of Default as defined
      herein.




**3.**  **FEES,
      PAYMENTS AND AUDITS.**




3.1.  Fees




(a)  Set-up
      Fee .
      Labigroup shall pay to Tralliance an initial set-up fee of $37,500.




(b)  Initial
      Term Fees .




3.1.b.1.
            Immediately
                upon execution of this Agreement, Labigroup shall pay to Tralliance
                $225,000. Such payment shall cover the Initial Period Registration
                Minimum
                as well as the Yearly Transaction Minimum for the annual period from
                October 1, 2008 to September 30,
                2009.









3.1.b.2.
            By
                no later than October 15, 2008, Labigroup shall pay to Tralliance
                $112,500
                to cover the Yearly Transaction Minimum for the final year of the
                Initial
                Term.




3.1.b.3.
            For
                each (i) Registration above the Initial Period Registration Minimum
                made
                during the Initial Term, or (ii) each Transaction above the Yearly
                Transaction Minimum during each subsequent remaining year of the
                Initial
                Term, Labigroup shall pay to Tralliance *** per Registration or
                Transaction (as applicable) purchased by Labigroup by no later thanfourteen
                (14) days from the date of Tralliance’s
                invoice.




(c)
            First
                Renewal Term.




3.1.c.1.
            In
                the event that Labigroup elects a First Renewal Term as described
                in
                Section 4.1 below, Labigroup shall pay to Tralliance a total of (i)
                $300,000 by no later than October 15, 2010 and an additional (ii)
                $300,000
                by no later than October 15, 2011 to cover the applicable Yearly
                Transaction Minimums for the two years of the First Renewal
                Term.




3.1.c.2.
            For
                each Transaction above the Yearly Transaction Minimum during First
                Renewal
                Term, Labigroup shall pay to Tralliance *** per Transaction purchased
                by
                Labigroup above such minimum by no later thanfourteen
                (14) days from the date of Tralliance’s
                invoice.




(d)
            Second
                Renewal Term.




3.1.d.1.
            In
                the event that Labigroup elects the Second Renewal Term as described
                in
                Section 4.1 below, Labigroup shall pay to Tralliance a total of (i)
                $450,000 by no later than October 15, 2012, (ii) $450,000 by no later
                than
                October 15, 2013 and (iii) an additional $450,000 by no later than
                October
                15, 2014 to cover the applicable Yearly Transaction Minimums for
                the three
                (3) years of the Second Renewal
                Term.




3.1.d.2.
            For
                each Transaction above the Yearly Transaction Minimum during Second
                Renewal Term, Labigroup shall pay to Tralliance *** per Transaction
                Year
                purchased by Labigroup above such minimum by no later thanfourteen
                (14) days from the date of Tralliance’s
                invoice.




3.2.  Other
      Direct Costs. Labigroup shall pay to Tralliance all other direct costs or fees incurred by
      Tralliance as a result of Labigroup’s Registration or Renewal of a “.travel”
domain name.




3.3.  Royalties. Labigroup shall pay to Tralliance a royalty of ***% of the Gross Profit derived
      by Labigroup during the Term from the sale of advertising on all websites
      developed by Labigroup for any “.travel” domain name Registered or Renewed by
      Labigroup under this Agreement. All royalties are due and payable to Tralliance
      on a Quarterly Basis no later than 30 days after the end of each applicable
      calendar quarter during the Term. For purposes of the Agreement, Gross Profit
      is
      defined as total Advertising Revenue less Cost of Goods Sold, all determined
      on
      an accrual basis in conformity with United States generally accepted accounting
      principles. Cost of Goods Sold includes all website development, hosting,
      optimization, maintenance, distribution and content feed, advertising interface,
      and any and all costs paid to Tralliance pursuant to Sections 3.1 and 3.2 above,
      but specifically excludes the cost of royalties paid or payable to Tralliance
      or
      any other third party.




3.4.  Payment




(a)
            All
                fees are to be paid in U.S. dollars and, when paid, are non-cancelable,
                non-contingent and non-refundable.




(b)
            In
                the event an undisputed payment is not received by the due date set
                forth
                on an invoice, a late fee of one and one-half percent (1.5%) per
                month or
                the highest rate allowed under the law, whichever is lower, shall
                be
                assessed against overdue amounts.




3.5.  Record
      Keeping .
      Each
      Party shall maintain complete, true and accurate records of its accounting,
      business, registration and other records regarding its activities under this
      Agreement in accordance with U.S. generally accepted accounting principles
      and
      such party’s business practices. Each Party shall retain such records during the
      Term of this Agreement and for six (6) months thereafter.




3.6.   Inspection .
      During
      the Term, and for six (6) months thereafter, each Party shall provide the other,
      or its designated representative, upon written request of at least fifteen
      (15)
      days, and not more than twice per calendar year, access to its records during
      normal business hours for the sole purpose of verifying compliance with the
      terms of this Agreement.




**4.**  **TERM
      AND TERMINATION.**




4.1.  Term .
      This
      Agreement shall commence on the Effective Date and
      shall continue until September 30, 2010 (“Initial Term”). This Agreement shall
      automatically renew for an additional two (2) years unless Labigroup provides







4.2.  Tralliance
      with no less than sixty (60) days written notice prior to the end of the Initial
      Term (“First Renewal Term”). Thereafter, this Agreement shall automatically
      renew for an additional three (3) years unless Labigroup provides Tralliance
      with no less than sixty (60) days written notice prior to the end of the First
      Renewal Term (“Second Renewal Term”). Collectively, the Initial Term, First
      Renewal Term and Second Renewal Term shall be referred to as the “Term”).
      Thereafter, Labigroup shall have the option to renew this Agreement for
      additional successive three (3) year periods on the same terms as were in effect
      during the Second Renewal Term upon providing written notice to Tralliance
      no
      later than sixty (60) days prior to the end of the Second Renewal Term or any
      succeeding renewal period.




4.3.  Material
      Breach .
      A Party
      may terminate this Agreement effective
      immediately upon
      an
      Event of Default by the other Party.




4.4.  Necessary
      Requirement .
      This
      Agreement may be terminated in whole or in part and effective immediately,
      as
      necessary to comply with a requirement by ICANN or an applicable government
      authority.




4.5.  Insolvency .
      Labigroup may immediately terminate this Agreement if Tralliance (a) ceases
      to
      do business in the normal course for a continuous period of at least thirty
      (30)
      calendar days, (b) becomes or is declared insolvent or bankrupt, (c) is the
      subject of any proceeding related to its liquidation or insolvency (whether
      voluntarily or involuntarily) which is not dismissed within ninety (90) calendar
      days or (d) makes an assignment for the benefit of creditors.




4.6.  Effect .
      Termination or expiration of this Agreement refers to the termination of all
      the
      Parties’ respective commitments and obligations hereunder from and after the
      date of termination, but does not relieve the Parties of their obligations
      incurred prior to the date of termination. Unless otherwise expressly provided,
      the termination or expiration of an Addendum, Exhibit or Schedule shall not
      serve to terminate automatically this Agreement. Within thirty (30) days after
      the expiration or termination of this Agreement, Labigroup
      shall return to Tralliance
      or destroy all original and copies (including partial copies) of all Tralliance
      Confidential Information in Labigroup’s possession. Within such time period, Labigroup
      shall certify in writing to Tralliance
      its compliance with this provision.




4.7.  Survival. Any
      provision that contemplates performance or observance subsequent to any
      termination or expiration of this Agreement (in whole or in part) shall survive
      any termination or expiration of the Agreement (in whole or in part, as
      applicable) and continue in full force and effect.




**5.**  **INTELLECTUAL
      PROPERTY.** Each
      Party retains all right, title and interest in and to its respective
      Intellectual Property  Rights .
      No
      licenses will be deemed to have been granted by either Party to any of its
      Intellectual Property, except as otherwise expressly authorized in this
      Agreement.




**6.**  **WARRANTIES/DISCLAIMERS** .




6.1.  Labigroup
      warrants that all information provided by Labigroup as part of the registration
      process shall be complete and accurate. Labigroup also warrants that each
      registration it makes is being done so in good faith and that it has no
      knowledge of it infringing upon or conflicting with the legal rights of a third
      party or a third party's registration, trademark or trade name. Labigroup also
      warrants that the domain names being registered will not be used in connection
      with any illegal activity.




6.2.  TRALLIANCE
      MAKES NO WARRANTY TO LABIGROUP,
      CUSTOMERS, RESELLERS, OR TO ANY OTHER ENTITY, WHETHER EXPRESS, IMPLIED OR
      STATUTORY, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, LACK
      OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, TITLE,
      NONINFRINGEMENT, QUIET ENJOYMENT OR QUIET POSSESSION, OR CORRESPONDENCE TO
      DESCRIPTION WITH RESPECT TO ANY CO-MARKETING PROGRAM .




**7.**  **LIMITATION
      OF LIABILITY.**




7.1.  Intent .
      The
      Parties intend for each to be liable to the other only for direct damages
      incurred by the non-breaching Party as a result of the breaching Party’s failure
      to perform its obligations as required by this Agreement.




7.2.  Restriction. NEITHER
      PARTY, NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS,
      SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL,
      PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO,
      LOST
      PROFITS, LOSS OF BUSINESS OR ANY OTHER PECUNIARY LOSS, ARISING IN ANY WAY OUT
      OF
      OR UNDER THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF SUCH
      PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.




7.3.  Reliance .
      WITHOUT
      LIMITING THE FOREGOING, NEITHER PARTY, NOR ITS AFFILIATES, OFFICERS, DIRECTORS,
      EMPLOYEES, AGENTS OR ASSIGNS, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY,
      INCLUDING, FOR EXAMPLE, EITHER PARTY’S CUSTOMERS OR RESELLERS, FOR ANY DAMAGES
      ARISING IN ANY WAY OUT OF ITS RELIANCE ON OR USE OF CONTENT, INFORMATION, OR







7.4.  SERVICES
      PROVIDED ON OR THROUGH ANY CO-MARKETING PROGRAM OR THAT RESULT FROM OR ARE RELATED TO THE SENDING OF
      UNSOLICITED E-MAIL OR MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES,
      ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF
      PERFORMANCE OF ANY KIND.




7.5.  Exceptions .
      The
      limitations set forth in this Article shall not apply with respect to: (a)
      fees
      due and owing under this Agreement; (b) third-party claims subject to
      indemnification; (c) claims arising out of a breach of Intellectual Property
      obligations; or (d) claims arising out of a breach of confidentiality
      obligations.




7.6.  Limitation.  Tralliance
      liability to Labigroup
      arising out of or under this Agreement, whether in contract, tort or otherwise,
      shall be limited to the amounts actually paid or matched (including both
      principal and interest) to Labigroup by Tralliance
      at the time that the event resulting in liability occurs.




**8.**  **INDEMNIFICATION.**




8.1.  Obligation .
      Each
      Party shall, at its own expense, defend or, at its option, settle any claim,
      suit or proceeding brought against the other, and its parents, subsidiaries,
      Affiliates, officers, directors, shareholders, and members, arising from,
      relating to, incurred in connection with, or based on allegations of (a) the
      damage, loss or destruction of any real or tangible personal property resulting
      from the negligence or willful misconduct of such Party; or (b) such Party’s
      breach of its obligations hereunder. In addition, Labigroup agrees to release,
      defend, indemnify and hold harmless Tralliance from and against any losses,
      damages or costs, including reasonable attorney’s fees, resulting from any
      claim, action, proceeding suit or demand arising out of or related to
      Labigroup’s registration, renewal, transfer and/or use of the .travel domain
      names. The indemnifying Party shall pay the Party seeking indemnification any
      damages finally awarded or settlement amounts agreed upon as direct damages
      to
      the extent based upon such a claim .




8.2.  Contingency .
      The
      indemnification obligations set forth in this Article are contingent on the
      Party seeking indemnification providing the other Party with (i) prompt written
      notice of a claim subject to indemnification, (ii) control over the defense
      and
      settlement of such a claim, and (iii) proper and full information and assistance
      to settle or defend any such claim.




**9.**  **DISPUTE
      RESOLUTION** .
      Any and
      all disputes of any nature arising under or in connection with this Agreement,
      including requests for specific performance, shall be resolved through binding
      arbitration conducted as provided in this Section pursuant to the rules of
      the
      American Arbitration Association (“AAA”). The arbitration shall be conducted in
      the English language and shall occur in the County of Broward, Florida, USA.
      There shall be three (3) arbitrators: each party shall choose one arbitrator,
      who together will select a third; if the two arbitrators are not able to agree
      on a third arbitrator within fifteen (15) calendar days of the designation
      of
      the second arbitrator, the AAA shall choose the third. The parties shall bear
      the costs of the arbitration in equal shares, subject to the right of the
      arbitrators to reallocate the costs in their award as provided in the AAA rules.
      The parties shall bear their own attorneys’ fees in connection with the
      arbitration, and the arbitrators may not reallocate the attorneys’ fees in
      conjunction with their award. The arbitrators shall render their decision within
      ninety (90) calendar days of the selection of the third arbitrator. Any
      litigation brought to enforce an arbitration award shall be brought in a
      Commonwealth or federal court in the Eastern District of the Commonwealth of
      Broward County, Florida, USA; however, the parties shall also have the right
      to
      enforce a judgment of such a court in any court of competent jurisdiction.
      For
      the purpose of aiding the arbitration and/or preserving the rights of a party
      during the pendency of an arbitration, each party shall have the right to seek
      temporary or preliminary injunctive relief from the arbitration panel or any
      court of competent jurisdiction located in Broward County, Florida, USA, which
      shall not be a waiver of this arbitration agreement.




**10.**  **MISCELLANEOUS.**




10.1.  Expenses .
      Each
      party shall be responsible for its own expenses incurred in connection with
      the
      performance of its obligations hereunder.




10.2.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida without regard to its principles of conflicts of
      laws.




10.3.  Severability .
      In the
      event that any provision of this Agreement shall be unenforceable or invalid
      under any applicable law or be so held by applicable court decision, such
      unenforceability or invalidity shall not render this Agreement unenforceable
      or
      invalid as a whole, and, in such event, such provision shall be changed and
      interpreted so as to best accomplish the objectives of such provision within
      the
      limits of applicable law or applicable court decision.




10.4.  Notices .
      Any
      notice or other communication required or permitted to be delivered to any
      party
      under this Agreement shall be in writing and shall be deemed properly delivered,
      given and received when delivered by hand, by registered mail (return receipt
      requested), by courier or express delivery service, by e-mail (against of
      receipt of confirmation of delivery) or by telecopier (against receipt of
      answerback confirming delivery) during business hours to the address or
      telecopier number, or e-mail address set forth beneath the name of such party
      below or when delivery as









10.5.  described
      above is refused by the intended recipient, unless such party has given a notice
      of a change of address in writing pursuant to the foregoing.




**If
      to** **Tralliance:**


Tralliance
      Corporation


110
      East
      Broward Blvd., Suite 1400


Ft.
      Lauderdale, FL 33301


Attention:
      Edward A. Cespedes


Chief Executive Officer


Phone:
      954-769-5948


Fax:  954-769-5930





**If
      to Labigroup** **:**


Labigroup,
      LLC


110
      East
      Broward Blvd., Suite 1400


Ft.
      Lauderdale, FL 33301


Attention:
      Michael S. Egan


Managing Member


Phone:
      954-769-5959


Fax:  954-769-5930





10.6.  Labigroup
      Entities .
      Tralliance understands that Labigroup is entering into this Agreement to
      purchase “.travel” domain names for its own benefit and for the benefit of its
      current and future parent entities, subsidiaries, and/or Affiliates
      (collectively, the “Labigroup Entities”). Accordingly, Tralliance agrees that
      any “.travel” domain names provided by it to Labigroup hereunder will be
      provided by Tralliance for the use and benefit of all Labigroup Entities, and
      Tralliance further agrees that any “.travel” domain names Registered or Renewed
      hereunder in the name of any Labigroup Entity will be included in any minimum
      Registration, Renewal or other minimum requirements hereunder and that all
      protective and remedial provisions of this Agreement may be enforced against
      Tralliance by any Labigroup Entity.




10.7.  Third-Party
      Beneficiaries .
      Except
      as contemplated by Section 10.5 above, this Agreement shall not be construed
      to
      create any obligation by either party to any non-party to this
      Agreement.




10.8.  Relationship
      of the Parties . Nothing
      in this Agreement shall be construed as creating an employer-employee or agency
      relationship, a partnership or a joint venture between the parties.




10.9.  Assignment. Except
      as contemplated by Section 10.5 above, Labigroup shall not assign or otherwise
      transfer all or any portion of its rights or obligations under this Agreement
      without prior written consent of Tralliance.




10.10.  Force
      Majeure .
      Except
      for the non-payment of Fees, neither party shall be liable to the other for
      any
      loss or damage resulting from any cause beyond its reasonable control (a “Force
      Majeure Event”) including, but not limited to, insurrection or civil disorder,
      war or military operations, national or local emergency, acts or omissions
      of
      government or other competent authority, compliance with any statutory
      obligation or executive order, industrial disputes of any kind (whether or
      not
      involving either party's employees), fire, lightning, explosion, flood,
      subsidence, weather of exceptional severity, equipment or facilities shortages
      which are being experienced by providers of telecommunications services
      generally, or other similar force beyond such Party’s reasonable control, and
      acts or omissions of persons for whom neither party is responsible. Upon
      occurrence of a Force Majeure Event and to the extent such occurrence interferes
      with either party's performance of this Agreement, such party shall be excused
      from performance of its obligations (other than payment obligations) during
      the
      first six (6) months of such interference, provided that such party uses
      commercially reasonable efforts to avoid or remove such causes of nonperformance
      as soon as possible.




10.11.  Waivers .  No
      failure on the part of either party to exercise any power, right, privilege
      or
      remedy under this Agreement, and no delay on the part of either party in
      exercising any power, right, privilege or remedy under this Agreement, shall
      operate as a waiver of such power, right, privilege or remedy; and no single
      or
      partial exercise or waiver of any such power, right, privilege or remedy shall
      preclude any other or further exercise thereof or of any other power, right,
      privilege or remedy. Neither party shall be deemed to have waived any claim
      arising out of this Agreement, or any power, right, privilege or remedy under
      this Agreement, unless the waiver of such claim, power, right, privilege or
      remedy is expressly set forth in a written instrument duly executed and
      delivered on behalf of such party; and any such waiver shall not be applicable
      or have any effect except in the specific instance in which it is
      given.




10.12.  Further
      Assurances .
      Each
      party hereto shall execute and/or cause to be delivered to the other party
      hereto such instruments and other documents, and shall take such other actions,
      as such other party may reasonably request for the purpose of carrying out
      or
      evidencing any of the transactions contemplated by this Agreement.









10.13.  Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




10.14.  Entire
      Agreement .
      This
      Agreement, including any Addenda, Exhibits or Schedules hereto ,  completely
      and exclusively state the Agreement of the Parties regarding only to the
      particular subject matter contained herein, and supersede all prior agreements
      and understandings, whether written or oral, with respect to the subject matter
      of this Agreement. This
      Agreement shall not be modified except by a subsequently dated written amendment
      (e.g., Addendum) or appendix signed on behalf of Tralliance and Labigroup by their
      duly authorized representatives.




In **WITNESS
      WHEREOF** ,
      the
      parties hereto have executed this Agreement as of the date and year set forth
      above.




Tralliance
              Corporation
            
            
            Labigroup
              Holdings, LLCBy:
            
            
            By:Name: 
Edward
                A. Cespedes
            
            
            Name:Michael
                S. EganTitle:Chief
                Executive Officer
            
            
            Title:Managing
                Member