Exhibit 10.13


     

    Exhibit
      10.13


    CINGULAR
      WIRELESS

    EXCLUSIVE
      DEALER AGREEMENT

    


    
      	
              Dealer

            	
              Cingular
                Wireless 

            
	
              Legal
                Name: BBI
                Enterprises, Inc.

              Business
                Name (if different): Cyber
                Cynergy

              Type
                of Entity: Corporation
                (“Dealer”)

            	
              Cingular
                Wireless II, LLC, on behalf of its affiliated companies operating
                in the
                Area
                (“Company”)

            
	
              Dealer
                Address (For Official Notices)

            	
              Company
                Address (For Official Notices)

            
	
              140-J
                Airport Road

              Arden,
                NC.
                28704

            	
              Cingular
                Wireless

              3800
                Arco Corporate Drive

              Suite
                200

              Charlotte,
                NC 28273

              Attn: Vice
                President/General Manager 

            
	
              Dealer
                Contact

            	
              Company
                Contact

            
	
              Name:
                Brian
                Riley

              Title:
                COO

              Telephone:
                (828)
                684-7644

              Fax:
                (828)
                684-4802

            	
              Name:
                Shawn
                Eckroth

              Title:
                Area
                Retail Sales Manager

              Telephone:
                704-451-8000

              Fax:
                704-423-5055

              Email:
                Shawn.Eckroth@cingular.com

            
	
              Dealer
                Billing Address

            	
               

            
	
              140-J
                Airport Road

              Arden,
                NC.
                28704

            	
               

            


    

    


    This
      Agreement consists of this Cover Page, the attached Terms and Conditions,
Schedule
      1 (Area
      & Approved Retail Locations), Schedule 2 (Compensation
      Schedule),
      and all
Dealer
      Policies issued
      in
      accordance with the Terms and Conditions (collectively, this “Agreement”).

    


    This
      Agreement is effective as of 9/1/2005,
      and
      continues in effect for an initial term of 3 years, unless earlier terminated
      in
      accordance with the provisions of this Agreement.

    


    


    
      	
              DEALER’S
                SIGNATURE BELOW ACKNOWLEDGES THAT DEALER HAS READ AND UNDERSTANDS
                EACH OF
                THE PROVISIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY
                THEM.

            


    

    


    
      	
              BBI
                Enterprises, Inc.
                DBA Cyber
                Cynergy

               

               

               

              By:______________________________________ 

              (Authorized
                Signature)

               

              Name: Brian
                Riley

              Title: COO

              Date:______________________________

            	
              Cingular
                Wireless II, LLC, on behalf of its affiliated companies operating
                in the
                Area

               

               

              By:______________________________________

              (Authorized
                Signature)

               

              Name: Robert
                Forsyth

              Title: Vice
                President, General Manager

              Date:___________________________

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    CINGULAR
      WIRELESS EXCLUSIVE DEALER AGREEMENT

    Terms
      and Conditions

    


    1. DEFINITIONS.

     

    1.1 Affiliate:
      Dealer’s
      employees, officers, directors, consultants, owners’ immediate family members,
      or any person, company, partnership or other entity that directly or indirectly,
      through one or more intermediaries controls, is controlled by, or is under
      common control with Dealer, Dealer’s employees, officers, directors, or owners’
immediate family members.

    


    1.2 Competitive
      Service:
      Any
      wireless communications service offered by any person, entity, or business
      (other than Company) in the Area that is capable of providing wireless voice
      or
      data service that is functionally similar or equivalent to Company’s Service,
      irrespective of the radio frequency on which the service is offered, including,
      without limitation: commercial mobile radio service, specialized mobile radio
      communications, mobile satellite communications, cellular service, personal
      communications services, Wi-Fi, Wi-Max, one and two-way paging services, and
      services on similar frequencies or technologies; and any service that competes
      with any other service that Company offers under this Agreement.

    


    1.3 Equipment:
      Wireless
      devices necessary for using Service that meet FCC and Company technical
      standards, that comply with all fraud prevention specifications required by
      Company, and that are certified by Company for use on its Service.

     

    1.4 Service:
      All
      voice and data wireless services that Company provides within the Area, whether
      or not Dealer is authorized to sell these services.

    


    1.5 Subscriber:
      A
      customer of Service, including without limitation all end-users of Service,
      or
      an applicant to Service.

    


    2. RELATIONSHIP
      OF THE PARTIES.

    


    2.1 Area.
      Company
      has received regulatory authority to operate as a facilities-based provider
      of
      Service within the Area. The Area is defined as the one or more Company
      operating markets that are listed on the attached Schedule
      1 - Area & Approved Retail Locations.
      If
      Dealer is authorized to operate in more than one market, an additional Schedule
      1 will correspond to each additional market. Company’s authorization to add a
      market to the Area listed on Schedule 1 must be in writing and signed by
      Company. Each Company market may have a different Compensation Schedule and
      different Dealer Policies from those of other markets operating under this
      Agreement. Company may terminate Dealer’s authorization to operate in any
      individual market due to a breach of this Agreement or as otherwise specified
      in
      this Agreement.

    


    2.2 Authorization
      from Approved Retail Locations.
      Company
      authorizes Dealer to offer and sell Service -- excluding Service that Company
      has defined as non-authorized Service -- only from Approved
      Retail Locations,
      which
      are Dealer’s retail locations within the Area that have been approved by Company
      in writing under this Agreement. The Approved Retail Locations are listed on
      Schedule 1, which Company may issue from time to time to update the list of
      Approved Retail Locations within an existing market. 

     

    
      
        
        

      

      
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    2.3
      Nature of Relationship.
      The
      relationship created by this Agreement is that of independent contracting
      parties and is not any other relationship, including, without limitation, that
      of joint employers, a joint venture, or a partnership. Personnel employed by,
      or
      acting under the authority of a party to this Agreement are not employees or
      agents of the other party. Company and Dealer assume sole responsibility for
      the
      employment, compensation, discharge, and control of their own respective
      employees, contractors, and agents, and for ensuring their compliance with
      this
      Agreement. Dealer is not a general agent of Company. Dealer has not paid and
      is
      not required to pay any franchise fee or other fee to be a dealer for Company
      or
      to use Company's name or other intellectual property. This Agreement does not
      create any franchise between the parties. Neither Dealer nor any Affiliate
      may
      be a reseller of Company’s Service. 

    


    2.4 Prohibitions
      and Restrictions.

    


    2.4.1
      Dealer
      is prohibited from conducting any telemarketing, direct marketing, or electronic
      commerce effort to solicit Subscribers from the general public. Any exceptions
      to this restriction must be made in writing and signed by Company. Further
      details regarding this restriction and any limited exceptions may be contained
      in the Dealer Policies related to direct marketing and electronic
      commerce.

    


     2.4.2
      Company
      reserves the right to declare selected Service as non-authorized Service by
      restricting Dealer from selling Service: (a) on certain non-authorized service
      rate plans (voice or data); (b) on certain types of technologies; (c) on certain
      models of Equipment; (d) to certain specifically enumerated Subscribers; (e)
      to
      certain classes of Subscribers, such as those that generate revenues above
      a
      specific level, or governmental or corporate entities; and (f) by certain sales
      or marketing methods. All applicable restrictions are defined in the Dealer
      Policies or may be communicated to Dealer in writing from time to
      time.

    


    2.4.3 Dealer
      is
      prohibited from having subdealers under this Agreement. Dealer must not,
      directly or indirectly, share any compensation earned under this Agreement
      with
      any other person or entity that sells Service to the public, except for Dealer's
      own employees or contracted sales representatives. Dealer must not allow any
      other person or entity to use its dealer codes issued by Company under this
      Agreement. Any exceptions to these prohibitions must be under a separate written
      amendment between the parties.

     

    2.5 Other
      Competitive Distributors.
      Company
      currently sells Service and equipment directly to potential Subscribers and
      has
      also appointed other dealers, retailers, resellers, and others to sell Company's
      Service in the Area in direct competition with Dealer. Company reserves the
      right to continue these direct and indirect distribution practices in the future
      at any location within the Area regardless of the proximity to any Approved
      Retail Location. Company and others may also sell other products and services
      and provide installation, repair, or warranty service in the Area. In addition,
      Company may enter into agreements with other exclusive or nonexclusive
      distributors that contain compensation and terms and conditions that are
      different than the compensation and terms and conditions in this Agreement,
      and
      that permit these competitive distributors to offer products and services in
      the
      Area that are different than the products and Services that Dealer is authorized
      to distribute under this Agreement. Company, in its sole discretion, determines
      which products and services that Dealer is authorized to distribute under this
      Agreement and Company is not obligated to authorize Dealer to distribute any
      of
      the products or services offered by the competitive distributors.

     

    
      
        
        

      

      
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    2.6 Acknowledgments
      and Representations. 

    


       2.6.1
      Company
      and Dealer understand and accept that the terms, conditions, and covenants
      contained in this Agreement are reasonably necessary to maintain Company's
      high
      standards for Service and to protect and preserve the goodwill of Company's
      Service and its brand. Dealer has made material representations to Company
      in
      its application to become an authorized dealer of Company and Company has relied
      upon these representations as a material inducement to enter into this
      Agreement.

    


    2.6.2
      Dealer
      represents and warrants to Company that the execution and performance of this
      Agreement does not violate any other contract or obligation to which Dealer
      is a
      party, including terms relating to covenants not to compete, exclusive dealing,
      and confidentiality covenants. Dealer must not disclose to Company, or use
      or
      induce Company to use, any proprietary information or trade secrets of any
      other
      person, association, or entity.

    


    2.6.3
      Company
      expressly disclaims the making of, and Dealer acknowledges that it and its
      Affiliates have not received, have no knowledge of, and are not relying on
      any
      representation by any employee or representative of Company or its affiliates
      as
      to: (i) the revenue or profitability that Dealer might achieve as a result
      of
      entering into this Agreement; (ii) the number of activations, upgrades, or
      other
      business activity that Dealer may facilitate as a result of entering into this
      Agreement; (iii) the quality of the network from which Services are provided;
      and (iv) any other factor relating to the business operations of Dealer, except
      as expressly set forth in this Agreement. Dealer represents that it has
      independently investigated the risks and opportunities of the business outlined
      in this Agreement and has independently decided to sign this Agreement. Dealer
      acknowledges that it is responsible for independently deciding on the location
      of each Approved Retail Location and Company is not responsible for Dealer’s
      decision to open any Approved Retail Location.

    


    3. APPROVED
      RETAIL LOCATIONS.

    


    3.1 Opening
      an Approved Retail Location.
      When
      Dealer is opening its initial Approved Retail Location(s), and if Dealer desires
      to open any additional location, Dealer must first receive written approval
      from
      Company. Dealer is solely responsible for selecting any potential location,
      but
      Company may approve or deny any location at its sole discretion. The lease
      for
      any location that Company approves must be in Dealer’s own name. Company must be
      named in each lease as a preapproved assignee of that lease. Dealer expressly
      acknowledges that it does not have the authority to bind Company or its
      affiliates to any lease agreements. Upon request by Company, Dealer must submit
      any proposed lease to Company for its approval before Dealer signs the lease.
      Dealer must promptly notify Company of the date a new location opens so that
      Company may issue a revised Schedule 1. Any retail location approved by Company
      under this Agreement that Dealer opens in the Area constitutes an Approved
      Retail Location subject to the terms and conditions of this Agreement, whether
      or not the change is actually reflected on Schedule 1.

     

    3.2 Selling
      or Closing a Leased Approved Retail Location. 

     

    3.2.1 If
      Dealer
      wants to terminate, transfer, sell, or otherwise dispose of its leasehold
      interest in an Approved Retail Location, Dealer must provide Company with 90
      days advance written notice setting forth the reasons for the closure, transfer,
      sale, or disposal, and with a copy of the relevant lease. Company
      has 45
      days
      from the date it receives this notice to decide to either assume or reject
      the
      remainder of each lease. If Company decides to assume a lease, Dealer must
      assign
      the lease, together with all leasehold improvements to this Approved Retail
      Location, to Company without any additional consideration. However, Company
      will
      reimburse Dealer for the depreciated value of any direct out-of-pocket expenses
      that Dealer incurred for the purchase of any equipment, furniture, or fixtures
      that were required by Company and for which Dealer was not previously
      reimbursed. Company has no obligation to reimburse Dealer for any expenditures
      that were not required by Company. Dealer remains responsible for all of its
      obligations under the lease through the effective date of the assignment. If
      Company decides not to assume any lease, Dealer must notify Company as soon
      as
      the Approved Retail Location actually closes or is transferred so
      that
      Company may issue a revised Schedule 1. If
      Dealer
      closes down or stops selling Service from any Approved Retail Location, that
      location automatically loses its approval and is no longer an Approved Retail
      Location, whether or not Dealer complied with this Agreement regarding that
      closure or transfer and whether or not the change is actually reflected on
      Schedule 1. 

     

    
      
        
        

      

      
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    3.2.2 Failure
      to provide Company with the required advance written notice may result in the
      unnecessary closure of an Approved Retail Location, which would cause the
      Company to suffer monetary damages and damages to its reputation and goodwill.
      These damages would be difficult to quantify and measure. As a result, Dealer
      must pay Company $50,000 as liquidated damages for each Approved Retail Location
      that is closed without providing the required advance written notice.
Acceptance
      by Company of liquidated damages under this provision does not limit Company’s
      right to seek any other appropriate remedies under this Agreement, including
      without limitation termination of this Agreement.

     

    3.3 Termination
      of Agreement. If
      Dealer
      elects to terminate this Agreement without cause, or to not renew this Agreement
      at the end of any term, then Company has the option in its sole
      discretion,
      to
      require Dealer to assign
      to
      Company the leases together with all leasehold improvements for those Approved
      Retail Locations that Company selects without any additional consideration.
      However, Company will reimburse Dealer for the depreciated value of any direct
      out-of-pocket expenses that Dealer incurred for the purchase of any equipment,
      furniture, or fixtures that were required by Company and for which Dealer was
      not previously reimbursed. Company has no obligation to reimburse Dealer for
      any
      expenditures that were not required by Company. Dealer remains responsible
      for
      all of its obligations under all leases through the effective date of the
      assignment.

     

    3.4 Right
      of First Refusal for Dealer-Owned Approved Retail Locations.
If
      Dealer
      owns one or more Approved Retail Location and if at any time during the term
      of
      this Agreement or upon termination of this Agreement, Dealer receives a bona
      fide offer from a third party to lease any or all of these Approved Retail
      Locations (whether directly or indirectly), and Dealer desires to accept this
      offer, Dealer must notify Company in writing of the terms of this offer. Dealer
      must provide Company 60 days in which to exercise Company’s right of first
      refusal from the date Company receives notice of the pending lease. If Company
      elects to exercise this right related to leasing Dealer’s Approved Retail
      Locations, then Company will deliver a written notice to Dealer representing
      Company’s desire to lease these Approved Retail Locations at the same price that
      is offered to Dealer by the third-party.

     

    3.5 Dealer
      Cooperation. If
      Company elects assignment or purchase of any Approved Retail Location, then
      Dealer must cooperate with Company to provide and sign all appropriate documents
      requested by Company to facilitate the transaction. Dealer must convey all
      right, title, and interest to Company in all furniture, fixtures, improvements,
      and other personal property located in the assigned Approved Retail Locations.
      Dealer must also cooperate with Company if the landlord or other third party
      requires additional steps to facilitate the transaction.

     

    
      
        
        

      

      
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    4. DEALER’S
      RESPONSIBILITIES.

    


    4.1 General.
      Dealer
      must devote sufficient resources and use commercially reasonable efforts to
      promote and sell the Service authorized by Company at all times while this
      Agreement is in effect. Dealer must not take any action inconsistent with this
      Agreement and must support Company's efforts in providing Service to
      Subscribers. Dealer must provide timely, courteous, and efficient service to
      Subscribers and must be governed in all dealings with members of the public
      by
      the highest standards of honesty, integrity, ethical conduct, and fair dealing.
      Dealer must not engage in any business practice, promotion, or advertising
      that
      may be harmful to Company’s business or goodwill. 

    


    4.2 Confidentiality.

    


    4.2.1 Dealer
      may receive certain confidential or proprietary information relating to Company
      or its affiliates, including without limitation, lists of Subscribers,
      Subscriber information, Customer Proprietary Network Information “CPNI” as
      defined in the Telecommunications Act (47 U.S.C §
      222),
      technical, financial, and business information, including without limitation,
      compensation information, the terms of this Agreement, computer programs, data,
      specifications, and other information not generally known to the public relating
      to Company (collectively, "Confidential Information"). Any Confidential
      Information disclosed to Dealer has been disclosed solely for the performance
      of
      its duties under this Agreement, and any improper use or disclosure would
      irreparably injure Company. All Confidential Information is Company’s trade
      secret and exclusive property, and must be returned to Company upon request
      or
      upon the termination of this Agreement.

    


    4.2.2 During
      and after the term of this Agreement, Dealer must not directly or indirectly,
      divulge, sell, give away, or transfer any Confidential Information. Dealer
      may
      only use Confidential Information for the performance of its duties under this
      Agreement and Dealer must comply with further restrictions related to
      Subscribers’ Confidential Information and Subscriber privacy as set forth in the
      Dealer Policies. Dealer may only provide its Affiliates with the specific
      Confidential Information that they require for the performance of Dealer’s
      duties under this Agreement. Dealer must advise these individuals of the
      non-disclosure restrictions, and make reasonable efforts to prevent the improper
      disclosure or use of Confidential Information, including without limitation,
      having any Affiliates who are not employees agree in writing not to disclose
      any
      Confidential Information. If Dealer is served with any form of legal process
      to
      obtain Confidential Information, it must immediately notify Company, which
      has
      the right to seek to quash this process.

      

    4.3 Access
      to Company Systems. If Company,
      in its sole discretion, provides Dealer access to any of Company’s systems for
      purposes of performing Dealer’s duties under this Agreement, Dealer must use
      this access only for the purpose authorized explicitly in writing by Company.
      If
      Company provides any equipment or software for this purpose, the equipment
      and
      software are the sole property of Company at all times, and any software may
      be
      subject to a separate license agreement.

     

    
      
        
        

      

      
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    4.4 Non-Solicitation.
      While
      this Agreement is in effect and for one year after it is terminated, Dealer
      and
      its Affiliates must not contact Company’s Subscribers for the purpose of
      soliciting or giving any incentive to those Subscribers to terminate their
      agreement with Company or to convert to a Competitive Service within the Area.
      During the one-year period after this Agreement is terminated, any Subscribers
      who contact Dealer regarding any aspect of Company’s Service must be referred
      directly to Company.

    


    4.5 Solicitation
      and Enrollment. Dealer
      must solicit Subscribers strictly in accordance with the Dealer Policies for
      enrollment of Subscribers and must provide adequate training for its
      salespersons. Company has the sole right to accept or reject all customer
      applications for Service. Dealer must market Service that Dealer is authorized
      to sell to potential Subscribers at rates and on terms and conditions
      established and published solely by Company, as revised by Company from time
      to
      time. Dealer has no right or authority to offer any other service plans, or
      to
      vary in any way, rates, rate plans, terms, or conditions related to Service.
      Dealer must comply with any Dealer Policies regarding security deposits for
      Service.

    


    4.6 Subscriber
      is Company’s Customer.
      Once
      activated, the Subscriber is a customer of Company, and Company is solely
      responsible for providing billing services to Subscribers. Company may also
      directly market to and solicit Subscribers as it determines to be in its best
      interest, without obligation or liability to Dealer. Dealer must not interfere
      with the contractual relationship between Company and Subscriber in any way.
      Dealer is not permitted to: a) bill or collect any money from a Subscriber
      or
      potential Subscriber for Service, except for prepaid Service and security
      deposits; b) take any financial responsibility for a Subscriber’s Service
      charges; or c) suggest or facilitate any arrangement to improperly decrease
      a
      Subscriber's financial obligation under its Service agreement.

    


    4.7 Fraudulent
      Activity.
      Dealer
      must assist Company’s efforts to prevent fraudulent or abusive subscription to
      or use of Company’s Service and must comply with all fraud prevention Dealer
      Policies. Dealer must not process any application for Service or facilitate
      Service enrollment that would in any way improperly or fraudulently inflate
      the
      number of Subscribers for which it receives compensation or the amount of
      compensation payable to Dealer for a Subscriber. If Company determines that
      Dealer has performed any Subscriber activations in a fraudulent, deceitful,
      or
      misleading manner, then Dealer is not entitled to compensation under this
      Agreement for those activations and Dealer is required to compensate Company
      for
      losses caused by Dealer’s actions in violation of this section or of the related
      Dealer Policies.

     

    4.8 Dealer's
      Business Records. Dealer
      must create and maintain at its principal office, and preserve for at least
      4
      years from the date of their preparation, complete and accurate records of
      its
      business conducted under this Agreement. These records must include, without
      limitation, records of all activations of Subscribers, compensation earned,
      advertising, Subscriber solicitations, equipment sales, and Subscriber
      complaints. Copies of these records must be provided to Company by Dealer upon
      reasonable advance notice. Dealer must comply with all requirements for the
      destruction of business records imposed by law, in addition to all Company
      requirements that are set forth in the Dealer Policies. Upon reasonable advance
      notice, Dealer must allow Company or its representative access to Dealer’s
      facilities and Approved Retail Locations during normal business hours for
      inspection of these locations and of these business records and to verify
      compliance with Company’s document destruction policy.

     

    
      
        
        

      

      
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    4.9 Minimum
      Performance Requirements.
      Company
      may require Dealer to achieve minimum performance requirements related to
      Dealer’s Subscriber activations, Subscriber churn, and average revenue per
      Subscriber within an individual market or within the Area, as set forth in
      the
      Dealer Policies. Company may add additional minimum performance requirements,
      or
      modify existing minimum performance requirements in any way with 30 days advance
      written notice to Dealer. Dealer’s failure to achieve the applicable minimum
      performance requirements in any individual market or in the Area may result
      in
      termination of Dealer’s authorization to operate in any individual market or in
      termination of this Agreement, or in making Dealer ineligible for certain
      compensation, as set forth in the Dealer Policies.

     

    4.10 Insurance.
      Dealer
      must maintain sufficient workers’ compensation insurance and commercial general
      liability insurance for claims arising out of or occurring in connection with
      this Agreement, including but not limited to the acts, omissions, or
      representations of Dealer and its officers, employees, and representatives.
      This
      insurance coverage must be maintained at all times during the term of this
      Agreement at Dealer’s sole expense. Company must be named as an additional
      insured on each commercial general liability policy. This insurance coverage
      must be maintained under one or more policies from an insurance company
      qualified to do business within the Area, with an A.M. Best rating of at least
      A-, providing minimum liability protection of $1 million per occurrence for
      bodily and personal injury and death and $1 million per occurrence for property
      damage. Dealer must provide Company with a certificate of insurance verifying
      compliance with the provisions of this paragraph upon request.

    


    4.11 Regulatory
      Matters.
      This
      Agreement is subject to changes necessary to comply with the laws, orders,
      or
      regulations of local, state, and federal regulatory agencies with jurisdiction
      over Service in the Area or over Dealer's activities. Company may take any
      action it determines is reasonably necessary to comply with these laws, orders,
      and regulations. Dealer must not take any action inconsistent with Company’s
      efforts, and must cooperate with Company before any regulatory
      authorities.

    


    4.12 Compliance
      with Laws.
      Dealer
      must comply with all local, state, and federal laws and regulations applicable
      to Dealer’s business under this Agreement. Dealer must
      not
      discriminate against any Subscriber, employee, or applicant for Service because
      of race, color, religion, age, sex, national origin, or physical handicap during
      the performance of this Agreement, and must
      comply
      with all applicable nondiscrimination laws.

     

    4.13 Exclusivity.

    


    4.13.1 Within
      the Area, Dealer and its Affiliates must not, directly or indirectly: (a)
      solicit, sell, offer, or accept offers for a Competitive Service; (b) induce
      or
      refer any actual or prospective Subscriber of Service to subscribe to a
      Competitive Service; (c) provide any leads to a distributor of Competitive
      Service; (d) activate subscribers through a reseller or act as a reseller,
      whether for Company or a Competitive Service; (e) lease,
      sub-lease, or otherwise provide space to any distributor of Competitive Service;
      or (f) share financial resources, retail space, administrative support, sales
      support, managerial support, or any other business resources with any
      distributor of Competitive Service.

    


    4.13.2 If,
      as a
      result of a violation of this exclusivity provision of this Agreement, Dealer
      or
      any Affiliate activates a customer on Competitive Service, Company will suffer
      monetary damages and loss of goodwill, the value of which is difficult to
      measure. As a result, Dealer must pay Company $1500 as liquidated damages for
      each end-user customer that Dealer or its Affiliate activates on Competitive
      Service, which sum Dealer agrees is reasonable. Dealer must, upon Company’s
      written notice, make its books and records available to Company to permit
      verification of Dealer’s compliance with this provision. In the event of
      Dealer’s refusal to permit this inspection, Dealer must pay Company $1500 as
      liquidated damages for each end-user customer that Dealer or its Affiliate
      activates on Competitive Service, as determined by Company. Acceptance by
      Company of liquidated damages under this provision does not limit Company’s
      right to seek any other appropriate remedies under this Agreement, including
      without limitation termination of this Agreement.

     

    
      
        
        

      

      
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    5. COMPANY’S
      RESPONSIBILITIES.

    


    5.1 Service.
      Company
      will provide Service to Subscribers subject to regulatory and legal approvals,
      and based on Company’s own guidelines and standards for the provision of
      Service, which Company may change from time to time at its sole
      discretion.

    


    5.2 Training.
      Company
      will make sufficient training available to Dealer for it to properly offer
      and
      sell products and services under this Agreement, in Company’s sole
      discretion.

    


    5.3 Marketing
      Support.
      Company
      will promote and advertise its Service and provide promotional literature from
      time to time as Company considers appropriate.

    


    5.4 Compliance
      with Laws.
      Company
      will comply with all local, state, and federal laws applicable to Company’s
      business under this Agreement.

    


    5.5 Reporting.
      Company
      will provide information and reporting related to Dealer’s business conducted
      under this Agreement as Company considers appropriate based on Company’s systems
      and capabilities.

    


    6. COMPENSATION.

    


    6.1 Compensation
      Schedule.
      Subject
      to the terms and conditions of this Agreement, Dealer will earn from Company
      the
      compensation set forth in the attached Schedule
      2 - Compensation Schedule.
      The
      Compensation Schedule specifies the complete amount owed to Dealer for Dealer’s
      performance of services and its compliance with obligations under this
      Agreement.

    


    6.2 Modifications.
      Company
      may modify the terms and conditions or the payment amounts of every type of
      compensation listed in the Compensation Schedule in any way with at least 30
      days advance written notice to Dealer, including without limitation any
      Subscriber Management Fees that may be offered in the Compensation Schedule.
      Company may, without advance notice to Dealer, stop offering any Service plans,
      or may introduce new or revised Service plans and new services with different
      compensation than what is set forth in the Compensation Schedule.

    


    6.3 Offset/Recoupment.
      Company
      or its affiliates may, at any time, offset and recoup against any and all
      amounts owed to Dealer or its Affiliates any amounts owed by Dealer or its
      Affiliates to Company, including but not limited to amounts owed or to be owed
      under this Agreement, or any other agreement, and any costs or damages incurred
      by Company and indemnified by Dealer.

     

    
      
        
        

      

      
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    6.4 Compensation
      Net of Chargebacks. All compensation
      earned by Dealer under this Agreement for a Subscriber must be paid back to
      Company if the Subscriber deactivates from Service or other changes to Service
      occur that constitute a Chargeback as defined in the Compensation Schedule.
      The
      time period in which a Chargeback applies is called the Chargeback Period,
      which
      is also defined in the Compensation Schedule. Any compensation generated by
      Dealer under this Agreement is not owed by Company to Dealer until after
      Dealer’s Chargebacks have been deducted.

    


    7. EQUIPMENT.

     

    7.1 Certified
      Equipment. Dealer
      may only sell or lease to Subscribers models of Equipment and SIMs that are
      fully compatible with Company’s Service and that are certified by Company.
      Dealer must not recommend, sell, or furnish any equipment or accessories
      disapproved by Company or the FCC for any reason, including without limitation
      for failure to meet reasonable technical, security, or reliability standards.
      Equipment sold by Company meets all standards required under this Agreement.
      Company may require or prohibit the use of certain Equipment with selected
      rate
      plans or in certain geographic areas, at Company’s sole discretion.

    


    7.2 Credit
      Approval/Limitations on Equipment Sales.
      Dealer
      must apply for credit approval in order to purchase Equipment from Company
      other
      than on a cash delivery basis, and may be required to sign security agreements,
      financing statements, and related documents in seeking credit approval. Company
      may accept or reject Dealer’s credit application and may reevaluate Dealer’s
      credit status and limit or eliminate Dealer’s credit purchases at Company’s sole
      discretion at any time. Company may not sell Equipment to Dealer at certain
      times for various reasons, including, but not limited to, exhaustion of
      Equipment supplies, manufacturing shortages, supply disruptions, legal
      prohibitions, or technological obsolescence.

    


    7.3 Dealer
      Purchase of Equipment.

    


    7.3.1 All
      Equipment sold by Company to Dealer is sold at prices established by Company
      from time to time and under the terms and conditions of this Agreement. Company
      reserves the right to only make certain models of Equipment available for
      purchase by Dealer. All purchases must be made by Dealer in the form of a
      written purchase order that must be placed with Company, subject to acceptance
      by Company. The terms and conditions appearing on the purchase order form and
      made a part of this Agreement are limited to the following information, which
      is
      necessary to assure prompt processing: (a) Company’s invoice number; (b)
      delivery information; (c) Company’s shipping charges (if applicable); (d)
      description; (e) quantity (within applicable limits); (f) applicable sales
      tax;
      (g) Company’s price of each item and final total cost; and (h) signed purchase
      authorization. Any additional terms or terms inconsistent with this Agreement
      contained in the purchase order are deleted and are of no effect.

    


    7.3.2 Delivery
      of Equipment is made to Dealer’s designated delivery point. Company may charge
      delivery costs at its discretion to cover its expenses. Title and risk of loss
      of Equipment pass to Dealer when the Equipment is shipped from the dock of
      either Company or its supplier. 

     

    
      
        
        

      

      
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    7.3.3 Payment
      for Equipment sold on credit to Dealer is due 30 days from the date of invoice.
      Dealer must pay the full invoiced amount without deductions. If Company agrees
      that any disputed invoice is incorrect, Company will submit another invoice
      for
      the corrected amount.

    


    7.3.4 If
      any
      amount payable by Dealer to Company becomes past due, in addition to other
      remedies for breach including but not limited to the immediate termination
      of
      this Agreement, Company may elect one or more of the following: (a) require
      Dealer to pay its account in full; (b) exercise Company’s right of offset to
      collect any money owed by Dealer; (c) require Dealer to deposit with Company
      an
      irrevocable commercial letter of credit, cash, or other form of security, in
      form and content acceptable to Company; or (d) require Dealer to pay interest
      charges of 1.5 percent per month, or the maximum rate allowed by law, whichever
      is lower, on the outstanding balance due.

    


    7.4 Manufacturer’s
      Warranty. Dealer
      must make the manufacturer’s limited warranty statement for Equipment readily
      available to its customers at the time of sale. Dealer must not make any
      warranty representations that are in addition to the statements in the
      manufacturer’s limited warranty.

    


    7.5 Disclaimer
      of Warranty by Company.
      Except
      for the warranty of title, which is provided by Company with Equipment purchased
      under this Agreement, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO
      ANY
      EQUIPMENT. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY
      OF
      FITNESS OR QUALITY.

    


    7.6 Limitation
      of Liability for Equipment.
      COMPANY
      IS NOT LIABLE TO DEALER FOR LOST PROFITS OR REVENUES, WHETHER PRESENT OR
      PROSPECTIVE, FOR LOSS OF TIME OR BUSINESS REPUTATION, INCONVENIENCE, LOSS OF
      USE
      OF ANY EQUIPMENT, PROPERTY DAMAGE, OR FOR ANY OTHER INDIRECT, SPECIAL, RELIANCE,
      INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE CAUSED BY ANY EQUIPMENT OR ITS
      FAILURE TO WORK. THESE LIMITATIONS OF LIABILITY APPLY TO ALL CAUSES OF ACTION
      IN
      ANY WAY RELATED TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ALLEGED BREACH
      OF WARRANTY, BREACH OF CONTRACT, PATENT OR COPYRIGHT INFRINGEMENT, OR TORT,
      WHETHER IN NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS
      BEEN
      ADVISED OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. IN THE EVENT OF ANY
      LIABILITY OF COMPANY TO DEALER RELATED TO EQUIPMENT SOLD UNDER THIS AGREEMENT,
      THIS LIABILITY IS LIMITED TO THE LESSER OF (a) DEALER’S PROVEN DIRECT DAMAGES,
      OR (b) THE PURCHASE PRICE OF THE EQUIPMENT WITH RESPECT TO WHICH THE ALLEGED
      LOSSES OR DAMAGES ARE CLAIMED.

    


    7.7 Transshipment.
      Dealer
      must sell Equipment and SIMs purchased from Company or bearing Company’s Marks
      to individuals or businesses that it reasonably believes are the actual end
      users of this Equipment for activation to Service within the Area. Dealer must
      not sell or ship these SIMs or Equipment to any location outside of the Area,
      directly or indirectly. Dealer must comply with all Dealer Policies regarding
      transshipment and inactivated Equipment levels. If Company determines that
      Dealer has engaged in transshipment, this Agreement may be terminated
      immediately and Dealer must pay for losses suffered by Company.

     

    
      
        
        

      

      
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    7.8 Equipment
      Pricing/Returns. All
      prices for sale of Equipment and accessories by Dealer to Subscribers must
      be
      established solely by Dealer. Dealer must abide by Company’s Equipment return
      policies relative to Subscribers and to Dealer, as set forth in the Dealer
      Policies.

    


    8. DEALER
      POLICIES.

    


    8.1 Compliance
      with Dealer Policies.
      Dealer
      must comply with all policies governing the conduct of Dealer's business under
      this Agreement reasonably prescribed from time to time by Company. All policies
      issued by Company under this Agreement are incorporated by reference in this
      Agreement in their entirety (“Dealer Policies”). Dealer’s failure to comply with
      these Dealer Policies constitutes a material breach of this Agreement and may
      subject Dealer to monetary penalties that are specifically outlined in the
      Dealer Policies, forfeiture of Dealer’s right to sell certain products or
      services, termination of this Agreement, or other remedies identified in the
      Dealer Policies. Company will send written notice to Dealer of any new Dealer
      Policies issued by Company or of any changes to existing Dealer Policies. In
      addition, Dealer must comply with other operational manuals, procedural guides,
      or information statements that Company may issue from time to time.

    


    8.2 Distribution
      of Other Products and Services.
      Company
      may, in its sole discretion, offer Dealer the opportunity to distribute other
      products and services under the terms and conditions of this Agreement through
      a
      Dealer Policy. If Dealer chooses to participate in distributing other products
      and services, it must comply with any additional terms and conditions set forth
      in the relevant Dealer Policies.

    


    
      	
              9.

            	
              
              

            


    

    


    9.1 Use
      of Marks.
      During
      the term of this Agreement, Company authorizes Dealer to be an Authorized Dealer
      of Company and to use its trademarks, service marks, trade names, logos, or
      similar markings that Company owns or is licensed to use (“Marks”) subject to
      the limitations contained in this Agreement, including the Dealer Policies.
      Company will publish a list of authorized Marks that Dealer is licensed to
      use
      on a nonexclusive basis and the words identifying or qualifying Dealer’s
      relationship to Company, all of which Company may change from time to time.
      Dealer must indicate that Company is the provider of the Service in its
      advertising, and may use the authorized Marks in its advertising. Dealer must
      not use the Marks for any other purpose without the express prior written
      consent of Company.

    


    9.2 No
      Transfer of Rights.
      This
      Agreement does not transfer any rights to use any Marks (except to the limited
      extent expressly set forth in this Agreement) and does not confer any goodwill
      or other interest in the Marks. All Marks and the great value of the associated
      goodwill are the exclusive property of Company. All displays, banners, signs,
      and other similar tangible property bearing Company’s name or Marks are the sole
      property of Company. Dealer must not challenge Company's ownership of the Marks
      in any way. Company transfers no rights and grants no licenses, express or
      implied, under any patents or other intellectual property owned or licensed
      by
      Company.

    


    9.3 Unauthorized
      Use.
      Any
      unauthorized use of the Marks by Dealer or its Affiliates or agents constitutes
      infringement of Company's rights and a material breach of this Agreement. Upon
      demand by Company or upon termination of this Agreement for any reason, Dealer
      must immediately discontinue use of all Marks. In this event, Dealer must
      promptly return all signage and other materials bearing Company’s name, or allow
      Company to enter Dealer’s premises to remove these materials upon 5 business
      days advance notice. If landlord or governmental approval is required to remove
      any signage, Dealer must take reasonable action to assist Company’s efforts to
      obtain these approvals. Dealer must cooperate with Company’s efforts to protect
      its Marks and other intellectual property. 

     

    
      
        
        

      

      
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    9.4 Advertising.
      Dealer
      is
      under no obligation to conduct any type of advertising. If Dealer chooses to
      advertise, however, Dealer must conform to the highest ethical standards for
      advertising, take all reasonable steps to make sure that its advertising
      materials are factually correct, comply with all applicable laws, and correctly
      use the Marks. Company may require that Dealer’s marketing and advertising
      materials be submitted to Company for review before being used, as set forth
      in
      the Dealer Policies.

    


    10. TERM
      AND TERMINATION.

    


    10.1 Term.
      This
      Agreement will automatically renew for successive one-year periods under the
      same terms and conditions as are in effect at the time of the renewal. Either
      party may terminate this Agreement if it gives written notice to the other
      party
      of its intention to terminate this Agreement at least 60 days before the
      expiration of the then current term.

    


    10.2 Termination
      for Cause with Cure Period.
      Subject
      to the provisions contained in section 10.3, either party may terminate this
      Agreement by written notice to the other party if the other party breaches
      any
      material provision of this Agreement. In the event of a breach, the allegedly
      breaching party must be provided with written notice of any violation of this
      Agreement and offered 30 days to cure this violation after receiving this
      notice. If the breach is not cured by the end of the 30-day period, then any
      previously delivered termination notice becomes effective without further
      notice.

    


    10.3 Termination
      for Cause Immediately Upon Written Notice.
      Despite
      the above, a breach by Dealer of any part of sections 2.6.2, 3.2, 4.1, 4.2,
      4.3,
      4.4, 4.7, or 9 of this Agreement is not subject to cure and, accordingly, any
      such breach gives Company the right to terminate this Agreement immediately
      upon
      written notice to Dealer. Either party may also terminate this Agreement
      immediately upon written notice to the other party if the FCC or any other
      regulatory agency promulgates any regulation or order that prohibits or
      substantially impedes either party from fulfilling its obligations, or if the
      other party: (a) becomes financially insolvent; (b) makes an assignment for
      the
      benefit of creditors; (c) has an Order for Relief under the United States
      Bankruptcy Code entered by any federal court against it; or (d) has a trustee
      or
      receiver of any substantial part of its assets appointed by any court. Company
      may terminate this Agreement immediately upon written notice if for any reason
      Company is no longer authorized to provide Service within the Area, if Dealer
      is
      found to have made a material misrepresentation or omission to Company during
      the application process, or if Dealer is found to have engaged in fraudulent
      or
      illegal conduct that either harms Company or that is likely in Company’s sole
      discretion to adversely affect Company’s reputation or goodwill.

    


    10.4 Termination
      Without Cause.
      Either
      party may terminate this Agreement in its entirety, without cause, with 90
      days
      prior written notice to the other party. Either party may also terminate this
      Agreement with respect to any individual market or markets listed on Schedule
      1,
      without cause, with 90 days prior written notice to the other
      party.

     

    
      
        
        

      

      
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    10.5 Termination
      Reserve/Payment of Chargebacks. Upon
      any
      notice of termination of this Agreement, or notice of termination of Dealer’s
      authorization to operate in any market, or if Company determines in its sole
      discretion that Dealer is likely to stop doing business in any market, Company
      may withhold a reserve from any money owed to Dealer that may be used to satisfy
      any obligations owed or to be owed by Dealer to Company, including but not
      limited to, anticipated Chargebacks after the termination of this Agreement
      or
      after Dealer stops doing business. Accordingly, Company may hold a reserve
      in
      the amount of the approximate value of Dealer’s Chargebacks over the previous
      180 days, adjusted for the amount Company expects Dealer to owe, in Company’s
      sole discretion. Any remaining balance in the reserve 180 days after the
      termination date will be promptly paid to Dealer. Despite any reserve, if Dealer
      still owes Company money for Dealer’s post-termination Chargebacks, then Dealer
      must pay the remaining balance of the Chargebacks to Company within 30 days
      of
      written request.

    


    10.6 Obligations
      of Dealer Upon Termination.
      Upon the
      termination of this Agreement, Dealer must: (a) discontinue the use of all
      Marks, and any similar trade names, service marks, trademarks, signs, or
      designs, and must return to Company all materials containing any Mark or
      otherwise identifying or relating to Company's business; (b) cease representing
      itself in any fashion as a Dealer or representative of Company; (c) return
      to
      Company or destroy those documents, records, or other materials (including
      all
      copies, either photocopies or electronic copies) that were provided to Dealer
      by
      Company or that contain any Confidential Information, including without
      limitation all information related to Subscribers and all CPNI; and (d) not
      solicit Subscribers for one year in accordance with the non-solicitation
      provision of this Agreement.

    


    10.7 No
      Compensation.
      Upon
      termination of this Agreement, Dealer’s right to all forms of compensation under
      this Agreement ends, including without limitation any Subscriber Management
      Fees. Similarly, upon termination of Dealer’s authorization to operate in any
      individual market, Dealer’s right to all compensation under this Agreement
      related to that market ends, including without limitation any Subscriber
      Management Fees. However, if under the relevant Compensation Schedule, Dealer
      is
      eligible for commission for a Subscriber activation before the termination
      date
      of this Agreement and that Subscriber remains active through the relevant
      Chargeback Period after the termination of the Agreement, then Dealer earns
      its
      one-time commission for that Subscriber.

     

    11. DISPUTES.

    


    11.1 Notification
      and Limitation of Actions.
      Dealer
      must notify Company in writing of any controversy or claim it may have regarding
      this Agreement or its relationship with Company within 120 days of the date
      Dealer became aware or should have become aware of this grievance or dispute.
      If
      Dealer fails to notify Company of the controversy or claim within 120 days,
      then
      Company is not liable to Dealer for any loss or injury relating to that
      controversy or claim. The failure by Dealer to timely notify Company of any
      grievance or dispute is an absolute bar to the institution of any proceedings
      that may have been based upon this grievance or dispute.

    


    11.2 Mandatory
      Pre-arbitration Dispute Resolution Procedures.
      If a
      controversy or claim arises out of or related to this Agreement, the dispute
      resolution procedures in this section are required before either party may
      initiate arbitration. Either party must request to meet the other party within
      14 days, at a mutually agreed time. A representative of Dealer and of Company
      who are empowered to resolve the matter will meet at least once and will attempt
      in good faith to resolve the matter. If the matter has not been resolved within
      21 days of their first meeting, the matter then becomes the responsibility
      of a
      senior executive of each party who has authority to settle the dispute. The
      parties must promptly prepare and exchange memoranda stating all of the disputed
      issues and their positions on these issues, an estimate of the amount of direct
      losses suffered and of the amount of damages claimed, a summary of the
      negotiations that have taken place, and attaching relevant documents. A senior
      executive of Company and Dealer will meet for negotiations within 14 days after
      the end of the 21-day period referred to above at a mutually agreed time. The
      first meeting of senior executives should be held at the offices of the party
      receiving the request to meet, and future meetings will rotate between the
      offices of Dealer and Company.

     

    
      
        
        

      

      
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    11.3 Arbitration
      of Disputes.

    


    11.3.1 Arbitration
      Clause.
      If the
      matter has not been resolved under the mandatory dispute resolution procedures
      above, then, except as stated in section 11.3.4 of this Agreement, all claims
      (including counterclaims and cross-claims and also including claims based on
      tort or other legal theories) and disputes between Dealer and Company must
      be
      resolved by submission to binding arbitration. The parties understand that
      they
      are waiving all right to a jury trial, even if this arbitration clause is found
      to be inapplicable or invalid, in which case a judge must decide the dispute.
      The parties must submit any disputes to the American Arbitration Association
      (“AAA”) nearest to Dealer within the Area to be decided under the then current
      AAA commercial arbitration rules, as modified by this Agreement. In the event
      that AAA declines to administer this arbitration, the parties will then mutually
      agree upon another qualified arbitration institution. The arbitration must
      be
      conducted by 3 arbitrators. The nature and outcome of any arbitration under
      this
      Agreement is Confidential Information.

    


    11.3.2 Limitations
      of Actions.
      All
      claims and disputes covered by this provision must be submitted to arbitration
      by initiating the arbitration no later than 180 days after the aggrieved party
      became aware or should have become aware that the act or omission giving rise
      to
      the claim or dispute occurred, except for the failure to pay invoices for
      equipment purchased by Dealer from Company. The failure to initiate arbitration
      within this period is an absolute bar to the institution of any proceedings
      based on such act or omission. The aggrieved party must initiate arbitration
      under this provision by sending written notice of an intention to arbitrate
      to
      all parties. The notice must contain a description of the dispute, the amount
      involved, and the remedy sought. Notwithstanding any other limitations set
      forth
      in this Agreement, either party is entitled to assert counterclaims within
      30
      days from the date that it receives notice of any claim asserted against
      it.

    


    11.3.3 Procedures
      and Discovery.
      A
      prehearing conference must take place to reach agreement on procedural matters,
      arrange for the exchange of information, obtain stipulations, schedule the
      arbitration hearing, and attempt to narrow the issues. In order to expedite
      the
      arbitration proceedings, the parties agree to place the following limitations
      on
      discovery:

    


    
      	(i)  	
              Each
                party may propound only 10 interrogatories (each subpart counting
                as one
                interrogatory) to each other party;

            


    

     

    
      	(ii)  	
              The
                parties may serve document requests. Responsive documents are to
                be
                exchanged no later than 45 days after service of the
                request;

            


    

     

    
      	(iii)  	
              Each
                party may depose up to 8 witnesses of each other party (including
                current
                and former employees and officers) and up to two non-party witnesses
                per
                each adverse party. Any party deposing an opponent's expert witness
                must
                pay the expert's fee for attending the deposition;
                and

            


    

     

    
      	(iv)  	
              Parties
                may conduct additional discovery beyond the limitations of these
                express
                rules only by written stipulation or express permission from the
                arbitrator upon a showing of good
                cause.

            


    

     

    
      
        
        

      

      
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    11.3.4 Right
      to Seek Injunction.
      Despite
      anything to the contrary in this arbitration provision, either party may bring
      court proceedings to seek an injunction or other equitable relief to enforce
      any
      right or obligation under this Agreement. To obtain injunctive or other
      equitable relief, neither party is required to post a bond, but if required
      by
      law or by the court, both parties consent to a bond in the lowest amount
      permitted by law.

    


    11.3.5 Enforcement
      of Award.
      This
      Agreement provides no greater right of review than that which is conferred
      under
      applicable state and federal law. The award of the arbitrator may be confirmed
      or enforced in any court having jurisdiction under the enforcement provisions
      of
      the Federal Arbitration Act.

    


    11.3.6 Fees.
      Arbitrator’s
      fees are split equally between the parties unless the arbitrator rules otherwise
      at the conclusion of the arbitration or this allocation is prohibited as a
      matter of law. If a party defaults on its obligation to pay, the non-defaulting
      party has the option to either: (a) make the missed payments and recover them
      at
      the conclusion of the arbitration regardless of who prevails, or (b) forego
      the
      use of the arbitration process and bring its claim to a court having
      jurisdiction. If the non-defaulting party brings its claim to a court having
      jurisdiction, then any statutory or contractual limitations period is tolled
      from the time that the arbitration was initiated until the matter is officially
      closed.

    


    12. MISCELLANEOUS.

    


    12.1 Governing
      Law.
      Except
      to the extent governed by federal laws or regulations that preempt state law,
      the entire relationship of the parties based on this Agreement is governed
      by
      the substantive laws of the State of Georgia, without reference to its choice
      of
      law rules.

    


    12.2 Cumulative
      Rights/Waivers.
      The
      rights of the parties under this Agreement are cumulative and not exclusive
      of
      any other rights or remedies. Either party’s waiver of any right or remedy under
      this Agreement does not constitute a waiver of that same right or remedy or
      of
      any other right or remedy on a future occasion.

    


    12.3 Events
      Beyond a Party’s Control.
      Neither
      party is liable for loss or damage or is in breach of this Agreement if its
      failure to perform its obligations results from: (a) compliance with any law,
      order, regulation, or requirement of any federal, state, or local government,
      or
      any court of competent jurisdiction; (b) acts of God; or (c) fires, strikes,
      embargoes, war, terrorism, insurrection, riot, and other causes beyond the
      reasonable control of the party. Any delay resulting from any of these causes
      extends performance accordingly or excuses performance, in whole or in part,
      as
      may be reasonable.

    


    12.4 Entire
      Agreement.
      This
      Agreement represents the entire agreement of the parties with respect to the
      subject matter of the Agreement. There are no other oral or written
      understandings or agreements between Company and Dealer relating to the subject
      matter of this Agreement, and this Agreement supersedes all prior negotiations,
      communications, agreements, and addenda between the parties with respect to
      the
      subject matter of this Agreement, but any releases or post-termination covenants
      are not superseded. Nothing in this Agreement is intended or should confer
      any
      rights or remedies upon any person or entity not a party to this
      Agreement.

     

    
      
        
        

      

      
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    12.5 Modification.
      This
      Agreement may only be amended or superseded by written agreement signed by
      authorized representatives of both parties, unless expressly permitted under
      the
      terms of this Agreement. Each written modification is effective only in the
      specific instance and for the specific purpose for which it was given. No course
      of dealing, course of performance, or usage of trade may be invoked to modify
      the terms and conditions of this Agreement. No other understandings or
      representations, whether oral or in writing, may amend or supersede this
      Agreement. 

    


    12.6 Assignment.
      Neither
      party may assign this Agreement or any of its rights or obligations under this
      Agreement without the other party's prior written consent, except that: (a)
      Company may fully assign its rights and duties under this Agreement to any
      affiliate, successor, or to any entity or person in connection with a merger
      or
      consolidation of Company or with a sale of all or any portion of the assets
      or
      business of Company; and (b) Dealer may grant to an institutional lender as
      collateral for a loan or other credit facility a security interest in the other
      moneys payable to Dealer under this Agreement subject to the offset rights
      of
      Company provided in this Agreement and in any other agreement between Company
      and Dealer. Any material change of ownership or control of the legal entity
      of
      Dealer, whether voluntary or involuntary, constitutes an assignment of this
      Agreement. Any assignment by Dealer in violation of this section immediately
      renders this Agreement null and void and conveys no rights or
      interest.

    


    12.7 Survival.
      The
      terms, provisions, representations, and warranties contained in this Agreement
      that by their sense, context, or express language are intended to survive do
      survive the termination of this Agreement. The parties must fulfill all
      surviving obligations in a timely manner, and these obligations are binding
      upon
      each party’s respective successors and assigns. Regarding compensation to
      Dealer, no compensation, including without limitation Subscriber Management
      Fees, or other compensation related to Dealer’s base of Subscribers under this
      Agreement or any amendment, survives the termination of this Agreement. The
      only
      compensation items that survive are: (a) Company’s obligation to pay Dealer a
      one-time commission under the Compensation Schedule for a Subscriber who was
      activated before the termination of this Agreement and who remains on Service
      beyond the Chargeback Period; (b) Company’s right to Chargeback Dealer under the
      relevant Compensation Schedule after termination, and Dealer’ obligation to pay
      Company for these Chargebacks; and (c) Company’s right of Offset/Recoupment.


    


    12.8 Severability.
      A
      determination by a court or arbitrator of competent jurisdiction that any
      provision of this Agreement or any part of it is unenforceable does not cancel
      or invalidate the remainder of that provision or of this Agreement, which remain
      in full force and effect and must be construed to carry out the intent of the
      parties.

    


    12.9 Indemnity.
      Dealer
      and Company must defend and indemnify the other party and its affiliates,
      parents, subsidiaries, and their employees and agents from all liability,
      damages, punitive damages, fines, expenses, including reasonable attorneys'
      fees
      and disbursements, claims, demands, or suits arising from their breach of this
      Agreement or non-compliance with law, their negligent, willful, or fraudulent
      acts, or for their failure to act, with respect to the performance of each
      party’s obligations under this Agreement, including, without limitation, any
      allegedly unauthorized use of a trademark, patent, copyright, process, method,
      or device, false or misleading advertising, or bodily injury, death, or damage
      to property to the extent occasioned by the acts or omissions of the
      indemnifying party or its affiliates, employees, or agents. Prompt written
      notice must be provided to the indemnifying party of any claim for indemnity.
      Each party may conduct its own defense of any claim in which it is named as
      a
      defendant without diminishing its indemnity rights. This indemnity provision
      only applies to claims or liability from third parties and not to claims between
      the parties. Each party is only responsible for any losses or damages
      proximately caused by it. The Limitation of Liability provisions of this
      Agreement do not limit recovery under this Indemnity clause.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    12.10 Limitation
      of Liability.
      EXCEPT
      TO THE EXTENT OTHERWISE PROVIDED UNDER THE INDEMNITY PROVISION, NEITHER COMPANY
      NOR DEALER IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, RELIANCE,
      INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT
      LIMITATION LOST PROFITS OR REVENUES, AS A RESULT OF ANY DEFAULT OR BREACH OF
      THIS AGREEMENT OR THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT OR ANY OTHER
      EVENT, CONDUCT, ACT OR OMISSION ARISING OUT OF OR RELATED TO THIS AGREEMENT,
      WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE. THIS LIMITATION OF
      LIABILITY IS MADE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY. 

    


    12.11 Notices.
      All
      notices, requests, demands, and other communications under this Agreement,
      must
      be in writing and are considered given if delivered personally, sent by
      certified mail, return receipt requested, or sent by nationally recognized
      overnight carrier to the current address for official notices under this
      Agreement. The official addresses for notices of this Agreement may be changed
      by written notice to the other party in accordance with this section. However,
      Company’s notices regarding Dealer Policies and compensation changes may also be
      delivered by facsimile, electronic means, or by U.S. Mail.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    



    


    SCHEDULE
      1

    Area
      & Approved Retail Locations

    


    (List
      only one Company market per page of Schedule 1)

     

    Schedule
      1 - The Carolinas

     

    Effective
      Date: 9/1/2005

    


    A.
       The
      market named above is comprised of the following locations:


     

    Market
      ID  Market
      No. 
      Band 
Market
      Name

    MTA006
                       
      6                      
B9              
SC, NC

    


    


    B.
      Approved Retail Locations (in the Company market named
      above):

    


    Approved
      Retail Locations: 

    


    1.        
      WS38

    140-J
      Airport Road

    Arden NC 28704

    (828)
      684-7644

    (828)
      684-4802

    mcfeeture24@aol.com

    


    2.         WS57

    1630
      Spartanburg Highway

    Hendersonville NC 28792

    (828)
      696-1922

    (828)
      698-2905

    Folded_warrior@yahoo.com

    


    3.        
      WS73 

    600
      North
      Main Street

    Hendersonville NC28792

    (828)
      699-5337

     

    Tadd.Ayers@CyberCynergy.com

    


    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2/EXHIBIT C

    COMPENSATION
      SCHEDULE - EXCLUSIVE

    Effective
      Date: On or after September 1, 2005

    


    As
      of September 1, 2005, this Compensation Schedule replaces and supersedes any
      prepaid, hybrid, or data addendum to the Agency Agreement, as well as your
      existing Exhibit C or Schedule 2, unless expressly stated in this Compensation
      Schedule.

     

    1. Definitions.

     

    1.1 Activation
      Date: The
      date
      on which Company begins to provide the applicable Service to any Authorized
      Subscriber.

     

    1.2 Authorized
      Feature:
      All
      published features that are generally available within the relevant market
      in
      the Area. Any data Authorized Rate Plan, if newly activated together on the
      same
      Company SIM with a voice Authorized Rate Plan by the same Authorized GSM
      Subscriber or Authorized Upgrade Subscriber constitutes an Authorized
      Feature.

    


    1.3 Authorized
      Rate Plan: Only
      the
      post-paid voice and data rate plans listed on Company’s current point of sale
      rate plan collateral in each market within the Area. Authorized Rate Plans
      do
      not include Cingular GoPhone Rate Plans, Authorized Features (including data
      rate plans that constitute Authorized Features), demonstration plans or other
      dealer employee plans, and rate plans determined by Company under this Agreement
      to be non-authorized rate plans.

    


    1.4 Authorized
      Subscriber:
      All
      variations of Authorized Subscribers defined in this Compensation
      Schedule.

     

    1.5 Cingular
      GoPhone Rate Plan: All
      of
      the published GoPhone branded rate plans (prepaid/hybrid rate plans initially
      launched in April 2005) that are generally available within each market in
      the
      Area, including without limitation, GoPhone “Pay As You Go” and GoPhone “Pick
      Your Plan” rate plans. Authorized Subscribers activated on these Cingular
      GoPhone Rate Plans do not count towards Dealer’s activation totals for
      compliance or compensation purposes, including without limitation any activation
      quota of Authorized Subscribers and any SMF or volume bonus, unless expressly
      stated in writing by Company. Dealer is not permitted to sell any prepackaged
      GoPhone branded equipment under this Agreement and will not be compensated
      for
      activations if selling this equipment.

     

    1.6 Authorized
      GSM Subscriber:
      An
      individual or entity who meets the following conditions:

     

    
      	(a)  	
              who
                places an order through Dealer for Service on an Authorized Rate
                Plan
                (either voice or data) within the
                Area;

            


    

    
      	(b)  	
              for
                whom Dealer has activated a Company SIM together with certified GSM
                Equipment;

            


    

      
      (c) for
      whom
      Service is activated on an Authorized Rate Plan, and is not deactivated before
      the end of the calendar month in which the Service was activated; and

      
      (d) who
      has
      not been active on an Authorized Rate Plan at any time within 180 days before
      this Subscriber’s Activation Date, except if it qualifies as a reactivation
      under this Compensation Schedule. When an individual or entity places more
      than
      one order and each order is assigned to a separate Company SIM (for a different
      wireless service number), each order is treated as a separate Authorized GSM
      Subscriber.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    1.7 Authorized
      Upgrade Subscriber: An
      individual or entity who meets the following conditions:

    (a) a
      current
      Subscriber to any post-paid Company rate plan who meets Company’s current
      upgrade eligibility requirements;

    (b) who
      Dealer supplies with new certified GSM Equipment;

    (c) for
      whom
      Dealer renews the term of Subscriber’s contract with Company for at least one
      additional year on an Authorized Rate Plan, with the express consent of the
      Subscriber;

    (d) for
      whom
      Dealer complies with Company’s current upgrade eligibility requirements;
and

    (e) when
      an
      individual or entity places more than one order and each order is assigned
      a
      separate Company SIM (for a different wireless service number), each order
      is
      treated as a separate Authorized Upgrade Subscriber.

    


    1.8 Authorized
      Feature Subscriber: An
      individual or entity who meets the following conditions:

    
      	(a)  	
              who
                is an active post-paid Subscriber of Company, or is currently activating
                an Authorized Rate Plan;

            


    

    
      	(b)  	
              who
                places an order through Dealer for an Authorized
                Feature;

            


    

    
      	(c)  	
              who
                is obligated to pay for the Authorized Feature in addition to the
                Subscriber’s Authorized Rate Plan;

            


    

    
      	(d)  	
              for
                whom an Authorized Feature is activated and has not been deactivated
                before the end of the calendar month in which the Authorized Feature
                was
                activated; and

            


    

    
      	(e)  	
              when
                an individual or entity places more than one order for the same Authorized
                Feature and each order is assigned to a separate Company SIM (for
                a
                different wireless service number), each order is treated as a separate
                Authorized Feature Subscriber.

            


    

    


    1.9 Authorized
      GoPhone “Pay As You Go” Subscriber: An
      individual or entity who meets the following conditions:

    (a) who
      places an order for Service on a GoPhone “Pay As You Go” rate plan on certified
      GSM Equipment;

    (b) for
      whom
      Service is activated on a GoPhone “Pay As You Go” rate plan and airtime
      is added
      to
      the account; and

    (c) who
      has
      not been active on a GoPhone “Pay As You Go” rate plan at any time within 180
      days before this Subscriber’s Activation Date. When an

         individual
      or entity activates more than one Company SIM (for different wireless service
      numbers), each order is treated as a separate Authorized

        
      GoPhone “Pay As You Go” Subscriber.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    1.
      10 Authorized
      GoPhone “Pick Your Plan” Subscriber: An
      individual or entity who meets the following conditions:

    (a) who
      places an order for Service on a GoPhone “Pick Your Plan” rate plan on certified
      GSM Equipment;

    (b) who
      makes
      the initial Service payment in full;

    (c) for
      whom
      Service is activated on a GoPhone “Pick Your Plan” rate plan, and that is not
      deactivated before the end of the calendar month in which the Service was
      activated; and

    (d) who
      has
      not been active on a GoPhone “Pick Your Plan” rate plan at any time within 180
      days before this Subscriber’s Activation Date. When an individual or entity
      activates more than one Company SIM (for different wireless service numbers),
      each order is treated as a separate Authorized GoPhone “Pick Your Plan”
Subscriber.

    


    1.11 The
      following terms used in this Compensation Schedule have the corresponding
      meanings under the Agency Agreement: “Dealer”
means
      “AGENT,” “Service”
means
      “WCS,” and “Company”
means
      “CINGULAR.” Subscriber
      means
      any customer of Service.

    


    2. Compensation.

    


    2.1 Compensation
      Schedules.
      Dealer
      earns the compensation set forth in Schedule 2.1/Exhibit C-1 for each Authorized
      Subscriber. If an Authorized GSM Subscriber activates only one Authorized Rate
      Plan per Company SIM, then that rate plan (voice or data) constitutes the
      primary Authorized Rate Plan. Dealer earns no compensation for activations
      on
      non-authorized rate plans. 

    


    2.2 Compensation
      for Combined Voice and Data Subscribers.
      If an
      Authorized GSM Subscriber activates voice and data rate plans together on the
      same Company SIM, then the voice Authorized Rate Plan constitutes the primary
      Authorized Rate Plan, which is compensated as an Authorized GSM Subscriber.
      The
      activation of the data Authorized Rate Plan does not constitute a separate
      Authorized GSM Subscriber and is compensated as an Authorized Feature
      Subscriber. If an Authorized Upgrade Subscriber upgrades existing voice and
      data
      rate plans on the same Company SIM, then the voice Authorized Rate Plan
      determines Dealer’s compensation, and no compensation is earned for the upgrade
      of the data rate plan.

     

    2.3
       Adding
      a Voice Authorized Rate Plan Within the Chargeback Period.
      If a
      Subscriber or an Authorized Upgrade Subscriber is using a data Authorized Rate
      Plan as a stand-alone plan (not combined with a voice plan on the same Company
      SIM), and if this Subscriber adds a voice plan to the same Company SIM within
      the Chargeback Period, then:

     

    
      	 	
              (i)
                

            	
              the
                voice plan becomes the primary Authorized Rate Plan of the Authorized
                GSM
                Subscriber (subject to the Rate Plan change provision under Section
                5
                below); and

            


    

     

    
      	 	
              (ii)
                

            	
              the
                data Authorized Rate Plan deactivates and becomes an Authorized Feature
                eligible for compensation as an Authorized Feature
                Subscriber.

            


    

     

    2.4 Adding
      a Voice Authorized Rate Plan After the Chargeback Period.
      If a
      Subscriber or an Authorized Upgrade Subscriber is using a data uthorized Rate
      Plan as a stand-alone plan (not combined with a voice plan on the same Company
      SIM), and if this Subscriber adds a voice plan to the same Company SIM after
      the
      Chargeback Period has expired, then:

     

    
      	 	
              (i)
                

            	
              the
                voice plan becomes the primary Authorized Rate Plan, but is not eligible
                for compensation; and

            


    

     

    
      	 	
              (ii)
                

            	
              the
                data Authorized Rate Plan becomes an Authorized Feature eligible
                for
                compensation as a Authorized Feature
                Subscriber.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

        
      2.5 Compensation
      Terms. Each
      Approved Retail Location/Dealer location may be assigned a unique dealer code
      under which all Authorized Subscribers from that specific physical location
      must
      be activated to be eligible for compensation. Company will direct compensation
      to the Dealer that actually performs the activation based on the dealer code
      that is used during activation. All compensation will be paid or credited to
      Dealer by Company within 45 days of the end of the calendar month during which
      the activation occurred.

     

    3. Chargebacks.
      

     

    3.1 Chargebacks
      for Authorized Subscribers Starting September 1, 2005.
      If any
      Authorized Subscriber (activated starting September 1, 2005) for which Dealer
      earned compensation under this Agreement deactivates, is deactivated, or changes
      to a rate plan that constitutes a deactivation as defined below, then Dealer
      must refund to Company all compensation earned by Dealer in any manner under
      this Agreement with respect to this former Subscriber (“Chargeback”).
      However, once earned, SMF is not subject to Chargeback. The Chargeback amount
      may be less than 100% if specifically stated in this Compensation Schedule.
      Subscriber suspensions will not trigger a Chargeback. The “Chargeback
      Period”
or
      “Vesting
      Period”
means
      the 180-day period beginning on the appropriate Activation Date where
      compensation is subject to Chargeback, except that any day or part of a day
      where a Subscriber is suspended does not count toward the Chargeback Period
      (and
      therefore will extend the Chargeback Period). Company will calculate all
      Chargeback amounts in its sole and absolute discretion and will automatically
      offset amounts owed to Dealer with amounts owed to Company under this Chargeback
      provision.

     

    3.2 Rate
      Plan Changes as Deactivations Starting September 1, 2005. If
      conducted within the Chargeback Period, the following rate plan changes by
      any
      Authorized Subscriber (activated starting September 1, 2005) will constitute
      “deactivations” and will trigger a Chargeback: 

     

    (i)
       to
      a
      Cingular GoPhone Rate Plan from an Authorized Rate Plan;

     

    (ii)
       to
      an
      Authorized Rate Plan from a Cingular GoPhone Rate Plan;

     

    
      	 	
              (iii)
                

            	
              to
                a GoPhone “Pay As You Go” rate plan from a GoPhone “Pick Your Plan” rate
                plan; and

            


    

     

    
      	 	
              (iv)
                

            	
              to
                a GoPhone “Pick Your Plan” rate plan from a GoPhone “Pay As You Go” rate
                plan.

            


    

     

    3.3 Combined Voice
      and Data Subscribers Starting September 1, 2005. For
      all
      Authorized GSM Subscribers (activated starting September 1, 2005), if the
      primary Authorized Rate Plan of an Authorized GSM Subscriber is deactivated
      within the Chargeback Period, but the data Authorized Rate Plan remains active,
      then the data Authorized Rate Plan becomes the primary Authorized Rate Plan
      for
      this Authorized GSM Subscriber (subject to the Rate Plan change provision under
      Section 5 below), and any Authorized Feature Subscriber compensation originally
      earned by Dealer for the data Authorized Rate Plan is subject to Chargeback.
      Separately, if the data Authorized Rate Plan of an Authorized GSM Subscriber
      is
      deactivated within the Chargeback Period, but the primary Authorized Rate Plan
      remains active, then any Authorized Feature Subscriber compensation originally
      earned by Dealer for the data Authorized Rate Plan is subject to
      Chargeback.

     

    3.4 Chargebacks
      for Subscribers Activated Before September 1, 2005. Chargebacks
      for all activations that occurred before September 1, 2005 and that generated
      a
      commission from Company will be calculated and performed separately by Company,
      and there will be no change in how these chargebacks were handled from Dealer’s
      previous compensation Exhibit or Schedule, as applicable. Specifically, for
      all
      Dealers under an Agency Agreement with Company, the chargeback terms and
      conditions regarding the Vesting Period for all qualified Subscribers originally
      activated under the previously effective Exhibit C are in accordance with the
      Agency Agreement and that previously effective Exhibit C. For all Dealers under
      a former AT&T Wireless Dealer Agreement, the Chargeback terms and conditions
      for all Authorized Subscribers activated under a previously effective Schedule
      2
      are in accordance with that previously effective Schedule 2.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    4. Reactivation
      Within Chargeback Period.

     

    4.1 Newly
      Acquired Reactivation.
      If any
      Authorized GSM Subscriber (not originally activated by Dealer) is deactivated
      within that Subscriber’s Chargeback Period, and then reactivated with the same
      mobile number by Dealer back to an Authorized Rate Plan, this reactivated
      Subscriber is considered a new Subscriber for purposes of qualifying as an
      Authorized GSM Subscriber. However, a reactivated Authorized GSM Subscriber
      is
      not added to Dealer’s Eligible Subscriber Base for SMF purposes. 

     

    4.2 Reactivation
      by Same Dealer. If
      an
      Authorized GSM Subscriber of Dealer is activated on or after September 1, 2005
      and is deactivated within that Subscriber’s Chargeback Period, and then
      reactivated with the same mobile number by Dealer back to an Authorized Rate
      Plan, this reactivated Subscriber is considered a new Subscriber for purposes
      of
      qualifying as an Authorized GSM Subscriber. However, for Chargeback purposes,
      the Subscriber’s original Activation Date remains unchanged. If an Authorized
      GSM Subscriber of Dealer is activated before September 1, 2005 and is
      deactivated within that Subscriber’s Chargeback Period, and then reactivated
      with the same mobile number by Dealer back to an Authorized Rate Plan, Dealer
      earns the reconnect/reactivation compensation under the previously effective
      compensation Exhibit or Schedule, and the original Activation Date remains
      unchanged.

     

    5. Rate
      Plan Changes.

     

    5.1 Activations
      Starting September 1, 2005. If,
      within the Chargeback Period, an Authorized GSM Subscriber (activated starting
      September 1, 2005) changes Service to another Authorized Rate Plan, within
      the
      same market for which a different amount of compensation is earned under this
      Compensation Schedule, Company will automatically make the appropriate monetary
      adjustment to the amount of compensation paid or credited to Dealer for that
      Authorized GSM Subscriber. If, within the Chargeback Period, the primary
      Authorized Rate Plan of an Authorized GSM Subscriber (activated starting on
      September 1, 2005) is deactivated but the data Authorized Rate Plan remains
      active, this event will constitute a rate plan change under this section where
      the data Authorized Rate Plan will change to the primary Authorized Rate Plan.
      

     

    5.2
      Activations Before September 1, 2005. Rate
      plan
      changes for all Subscribers that were activated before September 1, 2005 and
      are
      within the Chargeback Period/Vesting Period will be calculated and performed
      separately by Company, and there will be no change in how these rate plan
      changes were handled from Dealer’s previous compensation Exhibit or
      Schedule.

     

    6. Service
      Transfers from Market to Market.

     

    6.1 Activations
      Starting September 1, 2005.
      For
      Authorized Subscribers (activated starting September 1, 2005), if the Authorized
      Subscriber processes the Service transfer from one Company market to another
      Company market through Company’s relocation center, then no Chargeback will
      occur. However, if the Authorized Subscriber does not follow Company’s
      relocation process, a Chargeback will occur if the Service transfer is within
      the Chargeback Period. In all cases and at all times, a Service transfer will
      result in that Subscriber being removed from Dealer’s Eligible Subscriber
      Base.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    6.2 Activations
      Before September 1, 2005.
      Service
      transfers for subscribers activated before September 1, 2005 will be handled
      separately by Company and there will be no change in how these Service transfers
      were handled from Dealer’s previous compensation Exhibit or
      Schedule.

     

    7. Cooperative
      Advertising Funds.

     

    7.1 Cooperative
      Advertising Funds. Dealer
      may earn cooperative advertising funds (“Coop
      Funds”)
      that
      accrue in a cooperative advertising account (“Coop
      Account”)
      for
      purposes of reimbursing Dealer for certain advertising or other approved
      expenses. In order to qualify for reimbursement from the Coop Account, Dealer
      must comply with any cooperative advertising Dealer Policies (or any coop
      program Exhibit) issued by Company. The amount of Coop Funds, if any, that
      will
      accrue for each Authorized GSM Subscriber is set forth on Schedule 2.1/Exhibit
      C-1.

     

    7.2 Forfeiture
      of Funds.
      All Coop
      Funds credited to the Coop Account will be permanently forfeited to Company
      if
      they are not used within the time frame and according to the Dealer Policies
      regarding Cooperative Advertising. No interest is paid to Dealer on funds
      credited to the Coop Account, and any amounts remaining in the Coop Account
      upon
      termination of the Dealer Agreement are permanently forfeited to
      Company.

     

    8. Estimated
      Compensation.
      Company
      reserves the right to estimate compensation due Dealer. This estimate will
      be
      revised and adjusted within 60 days based on Company’s review of all relevant
      records concerning compensation due Dealer.

     

    9. Subscriber
      Management Fee (“SMF”) under Legacy Cingular Agency Agreements (“Orange”) only
      (Starting September 1, 2005, all SMF earned by Dealer will be under the
      following SMF provision).

     

    9.1
      A. SMF
      Service
      Revenue.
      SMF
      Service Revenue consists solely of the applicable month’s billings for all
      monthly recurring charges for Authorized Rate Plans, Authorized Features, and
      additional local airtime charges billed to all
      Subscribers in Dealer’s Eligible Subscriber Base (defined below) in each market.
 SMF
      Service Revenue is reduced by any Service discounts offered by Company to
      Subscribers.  SMF
      Service Revenue does not include any other charges billed to Subscribers,
      including without limitation, amounts billed for activation fees, upgrade fees,
      roaming
      fees, fees for additional services, Cingular
      GoPhone Rate Plan charges, carryover balances from prior month’s invoices, late
      payment fees, early termination fees, taxes, surcharges, assessments, or charges
      for any other Services that are not specifically identified as being within
      SMF
      Service Revenue.

     

    9.1
      B. Pre-9/1/05
      SMF Orange Service
      Revenue. Pre-9/1/05
      SMF Orange Service Revenue consists of the revenue used by Company to calculate
      SMF under Dealer’s previous
      Company Exhibit C regarding compensation as of August 31, 2005 (“Pre-9/1/05
      Exhibit C”). Pre-9/1/05
      Orange SMF
      Service Revenue is reduced by any Service discounts offered by Company to
      Subscribers.  Pre-9/1/05
      Orange SMF
      Service Revenue does not include any other charges billed to Subscribers,
      including without limitation, amounts billed for activation fees, upgrade fees,
      roaming
      fees, Cingular
      GoPhone Rate Plan charges, carryover balances from prior month’s invoices, late
      payment fees, early termination fees, taxes, surcharges, assessments, or charges
      for any other Services that are not revenue used by Company to calculate SMF
      under Dealer’s Pre-9/1/05 Exhibit C.

     

    9.2
      A. Dealer’s
      Eligible Subscriber Base (for SMF purposes). Under
      legacy Cingular Agency Agreements, Dealer’s Eligible Subscriber Base is
      maintained separately for each individual market where Dealer is eligible and
      is
      comprised of the following Subscribers only: all Authorized
      GSM Subscribers that Dealer activates under this SMF program of the Dealer
      Agreement starting September 1, 2005. However, Authorized GSM Subscribers that
      qualify as a reactivation under this Compensation Schedule and Authorized GSM
      Subscribers activated on legacy Blue rate plans are not added into Dealer’s
      Eligible Subscriber Base. No other Subscribers will be added to Dealer’s
      Eligible Subscriber Base, including without limitation, Authorized GoPhone
“Pay
      As You Go” Subscribers, Authorized GoPhone “Pick Your Plan” Subscribers,
      Authorized Feature Subscribers, and Authorized Upgrade Subscribers, all of
      which
      are not included. 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    9.2
      B. Dealer’s
      Pre-9/1/05 Orange Subscriber Base (under legacy Cingular Agency Agreements
      only). Under
      legacy Cingular Agency Agreements only, Dealer’s Pre-9/1/05 Orange Subscriber
      Base is the base of post-paid Subscribers used by Company to calculate SMF
      under
      Dealer’s Pre-9/1/05 Exhibit C, in each individual market where Dealer is
      eligible. No new Subscribers will be added to Dealer’s Pre-9/1/05 Orange
      Subscriber Base.

     

    9.3 Removal
      from Dealer’s Eligible Subscriber Base and Dealer’s Pre-9/1/05 Orange Subscriber
      Base.

     

    (A) Once
      a
      Subscriber has canceled or has been deactivated from Service in Company’s
      system, including without limitation transferring service from one Company
      market to another or changing rate plans from any post-paid rate plan to any
      Cingular GoPhone Rate Plan, that Subscriber is no longer eligible and will
      be
      removed from Dealer’s Eligible Subscriber Base or from Dealer’s Pre-9/1/05
      Orange Subscriber Base. However, a Subscriber that deactivates and then
      reactivates with the same mobile number remains in Dealer’s Eligible Subscriber
      Base or in Dealer’s Pre-9/1/05 Orange Subscriber Base. Dealer’s Eligible
      Subscriber Base and Dealer’s Pre-9/1/05 Orange Subscriber Base are determined by
      Company and are based solely on Company’s records. Dealer’s Eligible Subscriber
      Base is the base of Subscribers that Company uses to determine both Dealer
      Churn
      Rate and the amount of SMF that Dealer earns.

     

    (B) Company
      may, at its discretion, remove all Subscribers from Dealer’s Eligible Subscriber
      Base and Dealer’s Pre-9/1/05 Orange Subscriber Base who were activated at a
      specific retail location if Dealer ceases to operate this location or otherwise
      transfers its interest in the location. Removal takes effect on the date of
      closure or transfer. However, if within 6 months after closure or transfer,
      Dealer opens and operates an alternate retail location in the same market that
      is approved in writing in advance by Company, then the Subscribers that remain
      active as of the date the alternate retail locations opens for business may
      be
      reinstated into Dealer’s Eligible Subscriber Base or Dealer’s Pre-9/1/05 Orange
      Subscriber Base. Company has the sole and absolute right to approve or not
      approve any proposed alternate retail location. 

     

    9.4 Dealer
      Churn Rate.
      Dealer
      is eligible to earn a monthly SMF for each Company market depending upon its
      Dealer Churn Rate in each individual market where Dealer is eligible for SMF
      under this Agreement. Dealer Churn Rate is a single number based on the actual
      Subscriber post-paid churn rate of Dealer’s Eligible Subscriber Base in each
      individual eligible market and is measured solely by Company, using Company’s
      records, rounded to the hundredth decimal place (“Dealer Churn Rate”). The
      formula Company uses to calculate Dealer Churn Rate is as follows. The number
      of
      Subscribers in Dealer’s Eligible Subscriber Base at the beginning and end of any
      month added together and then divided by 2 is the Dealer’s Average Eligible
      Subscriber Base. The Dealer Churn Rate is the number of Subscribers in Dealer’s
      Eligible Subscriber Base that deactivated from Company’s systems in the relevant
      market in a month divided by Dealer’s Average Eligible Subscriber Base for that
      same month.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    9.5
      A. SMF
      Earned on Dealers Eligible Subscriber Base. SMF
      is
      not paid for past service, but rather, is paid for Dealer’s current services
      under this Agreement, including without limitation, activating new Subscribers,
      servicing existing Subscribers on Company’s behalf, achieving its churn
      requirements, and keeping this Agreement in effect. Accordingly, Dealer has
      no
      vested interest in SMF and the Subscribers remain Company’s Subscribers at all
      times. SMF is a potential monthly payment expressed and calculated as a
      percentage of Dealer’s SMF Service Revenue in the applicable month in each
      individual market where Dealer is eligible for SMF. SMF, if any, may be earned
      monthly, where Dealer is eligible, based on Dealer’s prior month Dealer Churn
      Rate and on the corresponding SMF percentage set forth in Schedule 2.1/Exhibit
      C-1. Dealer will earn no SMF in any month in which it does not achieve the
      Dealer Churn Rate set forth in Schedule 2.1/Exhibit C-1 for any individual
      market. Dealer’s SMF eligibility and the calculation of Dealer’s SMF are
      specific to each market where Dealer operates. 

     

    9.5
      B. Pre-9/1/05 Orange
      SMF Earned on Dealers Pre-9/1/05 Orange Subscriber Base. Pre-9/1/05
      Orange
      SMF is not paid for past service, but rather, is paid for Dealer’s current
      services under this Agreement, including without limitation, activating new
      Subscribers, servicing existing Subscribers on Company’s behalf, and keeping
      this Agreement in effect. Accordingly, Dealer has no vested interest in
Pre-9/1/05
      Orange
      SMF and the Subscribers remain Company’s Subscribers at all times. Pre-9/1/05
      Orange SMF
      is a
      potential monthly payment expressed and calculated as a percentage of Dealer’s
      Pre-9/1/05 Orange SMF Service Revenue in the applicable month in each individual
      market where Dealer is eligible for Pre-9/1/05
      Orange SMF.
      Pre-9/1/05
      Orange
      SMF, if any, may be earned monthly, where Dealer is eligible based on the
      corresponding Pre-9/1/05
      Orange SMF percentage set forth in Schedule 2.1/Exhibit C-1.
      Dealer’s Pre-9/1/05
      Orange SMF
      eligibility and the calculation of Dealer’s Pre-9/1/05
      Orange
      SMF are specific to each market where Dealer operates.

     

    9.6 Termination
      of SMF and Pre-9/1/05 Orange SMF. Dealer
      does not earn and will not be paid any SMF or Pre-9/1/05 Orange SMF after the
      termination of the Dealer Agreement for any reason. As a result, all SMF and
      Pre-9/1/05 Orange SMF will stop immediately upon termination of the Agreement
      under all circumstances. Further, Company,
      in its sole discretion, may terminate or suspend payment of Dealer’s SMF and
Pre-9/1/05
      Orange SMF for
      any
      month in which Dealer fails to achieve any SMF or Pre-9/1/05
      Orange SMF
      qualification requirement as provided in the Agreement.

     

    10. Subscriber
      Management Fee (“SMF”) under Legacy AT&T Wireless Dealer Agreements (“Blue”)
      only (Starting September 1, 2005, all SMF earned by Dealer will be under the
      following SMF provision).

     

    10.1
      A. SMF
      Service
      Revenue.
      SMF
      Service Revenue consists solely of the applicable month’s billings for all
      monthly recurring charges for Authorized Rate Plans, Authorized Features, and
      additional local airtime charges billed to all
      Subscribers in Dealer’s Eligible Subscriber Base (defined below) in each market.
 SMF
      Service Revenue is reduced by any Service discounts offered by Company to
      Subscribers.  SMF
      Service Revenue does not include any other charges billed to Subscribers,
      including without limitation, amounts billed for activation fees, upgrade fees,
      roaming
      fees, fees for additional services, Cingular
      GoPhone Rate Plan charges, carryover balances from prior month’s invoices, late
      payment fees, early termination fees, taxes, surcharges, assessments, or charges
      for any other Services that are not specifically identified as being within
      SMF
      Service Revenue.

     

    10.1
      B.  Pre-9/1/05
      SMF Blue Service
      Revenue. Pre-9/1/05
      SMF Blue Service Revenue consists solely of the applicable month’s combined
      monthly primary rate plan access fees for all post-paid
      Subscribers in Dealer’s Pre-9/1/05 Blue Subscriber Base (defined below - under
      legacy AT&T Wireless agreements only) in each market as it was calculated
      under Dealer’s prior Schedule 2. Pre-9/1/05
      SMF
      Blue
      Service Revenue is reduced by any Service discounts offered by Company to
      Subscribers.  Pre-9/1/05
      SMF
      Blue
      Service Revenue does not include any other charges billed to Subscribers,
      including without limitation, amounts billed for activation fees, Authorized
      Feature fees, local or national airtime fees, upgrade fees, roaming
      fees, fees for additional services, Cingular
      GoPhone Rate Plan charges, carryover balances from prior month’s invoices, late
      payment fees, early termination fees, taxes, surcharges, assessments, or charges
      for any other Services that are not specifically identified as being within
      Pre-9/1/05 SMF Blue Service Revenue.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    10.2
      A.  Dealer’s
      Eligible Subscriber Base (for SMF purposes). Under
      legacy AT&T Wireless Dealer Agreements, Dealer’s Eligible Subscriber Base is
      maintained separately for each individual market where Dealer is eligible and
      is
      comprised of the following Subscribers only: all Authorized
      GSM Subscribers that Dealer activates under this SMF program of the Dealer
      Agreement starting September 1, 2005. However, Authorized GSM Subscribers that
      qualify as a reactivation under this Compensation Schedule and Authorized GSM
      Subscribers activated on legacy Blue rate plans are not added into Dealer’s
      Eligible Subscriber Base. No other Subscribers will be added to Dealer’s
      Eligible Subscriber Base, including without limitation, Authorized GoPhone
“Pay
      As You Go” Subscribers, Authorized GoPhone “Pick Your Plan” Subscribers,
      Authorized Feature Subscribers, and Authorized Upgrade Subscribers, all of
      which
      are not included. 

     

    10.2
      B.  Dealer’s
      Pre-9/1/05 Blue Subscriber Base (under legacy AT&T Wireless Dealer
      Agreements only). Under
      legacy AT&T Wireless Dealer Agreements only, Dealer’s Pre-9/1/05 Blue
      Subscriber Base is the base of post-paid Subscribers used by Company to
      calculate Continuing Service Awards under Dealer’s previous Schedule 2 regarding
      compensation as of August 31, 2005 in each individual market where Dealer is
      eligible. No new Subscribers will be added to Dealer’s Pre-9/1/05 Blue
      Subscriber Base.

     

    10.3 Removal
      from Dealer’s Eligible Subscriber Base and Dealer’s Pre-9/1/05 Blue Subscriber
      Base. 

     

    (A) Once
      a
      Subscriber has canceled or has been deactivated from Service in Company’s
      system, including without limitation transferring service from one Company
      market to another or changing rate plans from any post-paid rate plan to any
      Cingular GoPhone Rate Plan, that Subscriber is no longer eligible and will
      be
      removed from Dealer’s Eligible Subscriber Base or from Dealer’s Pre-9/1/05 Blue
      Subscriber Base. However, a Subscriber that deactivates and then reactivates
      with the same mobile number remains in Dealer’s Eligible Subscriber Base or in
      Dealer’s Pre-9/1/05 Blue Subscriber Base. In addition, a Subscriber will be
      removed from Dealer’s Pre-9/1/05 Blue Subscriber Base once it has been active
      for the maximum 36 months after its Activation Date. Dealer’s Eligible
      Subscriber Base and Dealer’s Pre-9/1/05 Blue Subscriber Base are determined by
      Company and are based solely on Company’s records. Dealer’s Eligible Subscriber
      Base is the base of Subscribers that Company uses to determine both Dealer
      Churn
      Rate and the amount of SMF that Dealer earns.

     

    (B) Company
      may, at its discretion, remove all Subscribers from Dealer’s Eligible Subscriber
      Base and Dealer’s Pre-9/1/05 Blue Subscriber Base who were activated at a
      specific retail location if Dealer ceases to operate this location or otherwise
      transfers its interest in the location. Removal takes effect on the date of
      closure or transfer. However, if within 6 months after closure or transfer,
      Dealer opens and operates an alternate retail location in the same market that
      is approved in writing in advance by Company, then the Subscribers that remain
      active as of the date the alternate retail locations opens for business may
      be
      reinstated into Dealer’s Eligible Subscriber Base or Dealer’s Pre-9/1/05 Blue
      Subscriber Base. Company has the sole and absolute right to approve or not
      approve any proposed alternate retail location. 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    10.4 Dealer
      Churn Rate.
      Dealer
      is eligible to earn a monthly SMF for each Company market depending upon its
      Dealer Churn Rate in each individual market where Dealer is eligible for SMF
      under this Agreement. Dealer Churn Rate is a single number based on the actual
      Subscriber post-paid churn rate of Dealer’s Eligible Subscriber Base in each
      individual eligible market and is measured solely by Company, using Company’s
      records, rounded to the hundredth decimal place (“Dealer Churn Rate”). The
      formula Company uses to calculate Dealer Churn Rate is as follows. The number
      of
      Subscribers in Dealer’s Eligible Subscriber Base at the beginning and end of any
      month added together and then divided by 2 is the Dealer’s Average Eligible
      Subscriber Base. The Dealer Churn Rate is the number of Subscribers in Dealer’s
      Eligible Subscriber Base that deactivated from Company’s systems in the relevant
      market in a month divided by Dealer’s Average Eligible Subscriber Base for that
      same month.

     

    10.5
      A.  SMF
      Earned on Dealers Eligible Subscriber Base. SMF
      is
      not paid for past service, but rather, is paid for Dealer’s current services
      under this Agreement, including without limitation, activating new Subscribers,
      servicing existing Subscribers on Company’s behalf, achieving its churn
      requirements, and keeping this Agreement in effect. Accordingly, Dealer has
      no
      vested interest in SMF and the Subscribers remain Company’s Subscribers at all
      times. SMF is a potential monthly payment expressed and calculated as a
      percentage of Dealer’s SMF Service Revenue in the applicable month in each
      individual market where Dealer is eligible for SMF. SMF, if any, may be earned
      monthly, where Dealer is eligible, based on Dealer’s prior month Dealer Churn
      Rate and on the corresponding SMF percentage set forth in Schedule 2.1/Exhibit
      C-1. Dealer will earn no SMF in any month in which it does not achieve the
      Dealer Churn Rate set forth in Schedule 2.1/Exhibit C-1 for any individual
      market. Dealer’s SMF eligibility and the calculation of Dealer’s SMF are
      specific to each market where Dealer operates. 

     

    10.5
      B.  Pre-9/1/05 Blue
      SMF Earned on Dealers Pre-9/1/05 Blue Subscriber Base. Pre-9/1/05
      Blue SMF
      is not paid for past service, but rather, is paid for Dealer’s current services
      under this Agreement, including without limitation, activating new Subscribers,
      servicing existing Subscribers on Company’s behalf, and keeping this Agreement
      in effect. Accordingly, Dealer has no vested interest in Pre-9/1/05
      Blue SMF
      and the Subscribers remain Company’s Subscribers at all times. Pre-9/1/05
      Blue
      SMF is a
      potential monthly payment expressed and calculated as a percentage of Dealer’s
      Pre-9/1/05 Blue SMF Service Revenue in the applicable month in each individual
      market where Dealer is eligible for Pre-9/1/05
      Blue
      SMF.
Pre-9/1/05
      Blue
      SMF, if any, may be earned monthly, where Dealer is eligible based on the
      corresponding Pre-9/1/05
      Blue SMF percentage set forth in Schedule 2.1/Exhibit C-1.
      Dealer’s Pre-9/1/05
      Blue
      SMF
      eligibility and the calculation of Dealer’s Pre-9/1/05
      Blue SMF
      are specific to each market where Dealer operates.

     

    10.6 Termination
      of SMF and Pre-9/1/05 Blue SMF. Dealer
      does not earn and will not be paid any SMF or Pre-9/1/05 Blue SMF after the
      termination of the Dealer Agreement for any reason. As a result, all SMF and
      Pre-9/1/05 Blue SMF will stop immediately upon termination of the Agreement
      under all circumstances. Further, Company,
      in its sole discretion, may terminate or suspend payment of Dealer’s SMF and
Pre-9/1/05
      Blue SMF for
      any
      month in which Dealer fails to achieve any SMF or Pre-9/1/05
      Blue SMF
      qualification requirement as provided in the Agreement. 

     

    11. Modification.
      Company
      may modify the terms and conditions or the payment amounts of every type of
      compensation listed in this Compensation Schedule in any way with at least
      30
      days advance written notice to Dealer. Company may, without advance notice
      to
      Dealer, stop offering any Service plans, or may introduce new or revised Service
      plans and new services with different compensation than what is set forth in
      this Compensation Schedule.

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2.1 /Exhibit C-1

    Compensation
      Schedule - Exclusive

    


    Effective
      Date: September 1, 2005

    


    Effective
      only in the Company Markets within the Area that are listed
      below

     

    Market(s):
      Carolinas

    


    
      	I.  	
              AUTHORIZED
                SUBSCRIBER COMPENSATION (excluding
                Authorized Feature Subscribers)

            


    

    


    1.A. Authorized
      GSM Subscribers. Applies
      only to the primary Authorized Rate Plan (all voice Authorized Rate Plans,
      and
      all data Authorized Rate Plans that are activated without a voice rate plan
      on
      that same SIM).

    


    
      	
              Authorized
                Rate Plan Monthly Recurring Charge

            	
              Compensation
                per Authorized GSM Subscriber 

              (2-Year
                Term)

            	
              Compensation
                per Authorized GSM Subscriber (1-Year Term)

            	
              Compensation
                per Authorized GSM Subscriber (No Term)

            
	
              $0
                - $35

            	
              $140

            	
              $65

            	
              $50

            
	
              $35.01
                - $45

            	
              $220

            	
              $145

            	
              $50

            
	
              $45.01
                - $55

            	
              $275

            	
              $200

            	
              $50

            
	
              $55.01
                - $75

            	
              $360

            	
              $285

            	
              $50

            
	
              $75.01
                +

            	
              $440

            	
              $365

            	
              $50

            


    

    


    1.B.
       Coop
      Accrual per Authorized GSM Subscriber =  $20.00

    


    2.  Authorized
      Upgrade Subscribers

    


    
      	
              Authorized
                Rate Plan Monthly Recurring Charge

              (at
                end of month)

            	
              Compensation
                per Authorized Upgrade Subscriber (2-Year Term)

            	
              Compensation
                per Authorized Upgrade Subscriber (1-Year Term)

            
	
              $0
                - $35

            	
              $80

            	
              $25

            
	
              $35.01
                - $45

            	
              $125

            	
              $50

            
	
              $45.01
                - $55

            	
              $150

            	
              $75

            
	
              $55.01
                - $75

            	
              $200

            	
              $125

            
	
              $75.01
                +

            	
              $250

            	
              $175

            


    

    


    
      	3.  	
              Authorized
                GoPhone “Pay As You Go” Subscriber =$35.00

            


    

    


    
      	4.  	
              Authorized
                GoPhone “Pick Your Plan” Subscriber =$60.00

            


    

    


    5.
      A. Subscriber
      Management Fee (SMF):

     

    *
      Dealer Churn Rate at or below 3% =
      Five
      Percent (5%) of Dealer’s SMF Service Revenue

     

    *
      Dealer Churn Rate above 3% =
      NO
      SMF

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    5.
      B. Pre-9/1/05
      Blue SMF = N/A

    


    
      	 	
              5.
                C.

            	
              Pre-9/1/05
                Orange SMF =
                Five Percent (5%) of Dealer’s Pre-9/1/05 Orange SMF Service
                Revenue

            


    

    


    II. AUTHORIZED
      FEATURE SUBSCRIBER COMPENSATION & CHARGEBACK

    


    Each
      Authorized Feature Subscriber earns four (4) times the monthly recurring charge
      of the Authorized Feature, up to a maximum compensation of $100.

    


    Company
      will Chargeback each Authorized Feature Subscriber at three (3) times the
      monthly recurring charge of the Authorized Feature, up to a maximum Chargeback
      of $75.

    


    However,
      there is no compensation for any handset insurance Authorized
      Feature.

     

    
      
        
        

      

      
        31