1. Appointment; Term; Termination.
(a) You are signing up as an Affiliate of LTS on a non-exclusive basis to promote home connection services including, but not limited to, broadcast satellite, video, digital voice, home security, and high speed internet services (the "Services") for a period commencing on the Effective Date and ending on the last day of the twelfth (12th) consecutive calendar month after (the "Initial Term") unless terminated earlier in accordance with this Section 1. Following expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each a "Renewal Term", together with the Initial Term, the "Term") unless either Party provides written notice to the other Party prior to the commencement of a Renewal Term of its intent not to renew this Agreement.

(b) This Agreement may be terminated: (i) by LTS upon written notice to You; (ii) by either Party in the event of a material breach of this Agreement that is not cured within thirty (30) days of notice of such breach; or (iii) by either Party, immediately upon written notice, in the event that the other Party admits in writing its inability to pay its debts generally as they become due, makes a general assignment for the benefit of its creditors, files a petition, voluntarily or involuntarily, under any state or federal bankruptcy or insolvency law, or has a decree entered against it by a court of competent jurisdiction appointing a receiver, trustee or assignee in bankruptcy or in insolvency covering all or substantially all of such Party's property or providing for the liquidation of such Party.

(c) Upon termination of this Agreement (i) any Commissions which have accrued on or before the effective date of termination shall be paid by Us upon determination of an Installed Sale (defined below); and (ii) Affiliate shall immediately cease any and all promotional activities and use of the Licensed Content and shall no longer hold itself out as an affiliate of LTS. Notwithstanding the foregoing, any material breach of this Agreement or attachment hereto, may result in immediate termination without payment of Commissions (as defined in Section 5 below).

(d) The obligations of the Parties under Sections 1, 4 and 6 - 11 shall survive the termination or expiration of this Agreement.

2. The Responsibilities of Affiliate.
(a) You shall actively promote the Services solely in accordance with this Agreement using the Licensed Content (as defined below) available through the Affiliate Portal (as defined in Section 2(e) below). All promotions must conform in all respects to any content and design specifications provided to You by Us from time to time, including, but not limited to, the marketing guidelines set forth in this Agreement and attached as Exhibit A and available on the Affiliate Portal. You may develop marketing materials to market the Services (the "Advertisement(s)"); however, LTS's written approval must be obtained prior to using, displaying or distributing any such marketing materials. You must conform to the highest ethical standards for advertising, take all reasonable steps to make sure that its advertising materials are factually correct, and comply with all applicable laws, including the CAN-SPAM Act of 2003.

(b) You shall not make any representations or warranties related to, directly or indirectly, the Services, other than those approved in writing or distributed by Us. Neither LTS, nor any of its suppliers shall be bound by any unauthorized representations or warranties regarding the Services made by You or on your behalf.

(c) You shall promptly forward to Us any customer inquires You receive regarding the Services or LTS website or telephonic sales process.

(d) During the Term, and for a period of one (1) year after the Term, Affiliate shall maintain at its principal place of business, complete and accurate records of its business conducted under this Agreement, including copies of all Advertisements, including the date and location of any such promotions.

(e) You shall have access to the password protected Affiliate Portal available at http://www.LTSsatellite.com/red_design/affiliates.cfm or successor URL as determined by Us ("Affiliate Portal") subject to the license grant set forth in Section 3. You are solely responsible for securing its username and password and shall have full liability for any actions taken using the same. You shall immediately report any breach, misuse, loss, or theft of your login credentials to LTS.

3. Grant of License.
We grant to You, and You accept, a limited non-exclusive, non-transferable, non-sublicenseable, revocable license to (a) access to the Affiliate Portal by up to three (3) designated employees of Affiliate for use in connection with marketing the Services and managing your account; and (b) reproduce, publicly display, transmit and broadcast the advertisements, marketing content, logos, trademarks or trade names of LTS and its suppliers available on the Affiliate Portal (collectively, the "Licensed Content") solely in connection with the promotion and sale of the Services, subject to the marketing guidelines set forth in this Agreement and on Exhibit A. You acknowledge that the Licensed Content are the sole property of LTS and, other than the license granted in the Agreement, nothing shall be construed to grant You any right, title or interest in or to the Licensed Content.

4. Ownership; Non-Solicitation; Non-Competition.
(a) All tangible information, including but not limited to any drawings, designs, Licensed Content, information or specifications provided to You, shall at all times be, and shall be deemed to be, our property, and We shall retain all right, title and interest in and to any intellectual property rights, as amended, supplemented or modified from time to time by LTS or Affiliate. Notwithstanding anything to the contrary contained in the Agreement, Affiliate logos, trademarks, tradenames and servicemarks shall at all times be, and shall be deemed to be, the property of Affiliate.

(b) Information pertaining to individual customers obtained by LTS or Affiliate in connection with the marketing and promotion of the Services by Affiliate shall at all times be, and shall be deemed to be, owned jointly by LTS and the applicable supplier.

5. Commissions.
(a) As material consideration for your marketing commitment set forth in Section 2, subject to offset under Section 5(b), We shall pay You for each Final Sale (as defined below) of the Services (the "Commissions") at the rates set forth on the Affiliate Portal, which may be modified from time to time by LTS upon prior written notice to You. For purposes of this Agreement, a "Final Sale" means (i) a sale of the Services to a new customer that has not previously subscribed to the Services; (ii) We collect full payment for the Services from such customer and the applicable supplier; (iii) the supplier reports that the Services have been installed and activated by the customer; and (iv) and the sale does not result in a chargeback by the supplier. You are responsible for any sales, use, excise, or similar tax due under this Agreement. In no event shall LTS be responsible for taxes based on your net income or gross receipts.

(b) Commissions payable under this Section 5 are subject to offset for Commissions paid that were not Final Sales because (i) amounts We were unable to collect from suppliers as a direct result of the sale of the Services to a customer; (ii) Services returned, resulting in a charge back, or otherwise canceled by a customer; (iii) Commissions paid to You in error; and/or (iv) orders for the Services were deemed to be fraudulent.

(c) Should You dispute the amount of any Commissions paid to You, all such disputes must be submitted in writing to Us through the Affiliate Portal along with a detailed description of the basis for any such dispute, no later than thirty (30) days after receipt of such Commission. 6. Proprietary Information.
Each Party agrees that it will not make use of, disseminate, or in any way disclose any of the other Party's or a supplier's Proprietary Information (as defined below) to any other person, firm, or business, except for any purpose the disclosing party may authorize in writing at a later time. "Proprietary Information" shall include, without limitation, performance, sales, financial, contractual and marketing information, ideas, technical data and concepts originated by the disclosing Party, or a party on its behalf, not previously published or otherwise disclosed to the general public, including the terms of this Agreement.

7. Representations and Warranties.
Each Party represents and warrants to the other Party the following: (a) it has all right, title and power necessary to enter into and perform its obligations under the Agreement; and (b) it is and shall remain in compliance with all federal, state and local laws applicable to the conduct of its business and performance of its obligations under this Agreement, including, but not limited to, CAN-SPAM Act of 2003; and (c) You further represents that the promotional activities conducted pursuant to this Agreement do not and will not contain any material that (i) is misleading or deceptive, or (ii) is libelous, defamatory, obscene, or pornographic, intended to harass or annoy, or link to any site containing material of the type described in the preceding sentence.

8. Indemnification.
(a) Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (and with respect to your indemnification obligations, suppliers) from and against any and all third- party damages, liabilities, costs and expenses (including reasonable attorney's fees) arising from or relating to such Party's breach of any of its (a) representations or warranties set forth in Section 7 above; and (b) with respect to your indemnification of LTS, any breach of Sections 2, and 4.

(b) The Party seeking indemnification (the "Indemnitee") shall promptly notify the indemnifying Party (the "Indemnitor") of any such claim and the Indemnitor shall bear full responsibility for the defense of such claim at its sole cost, provided, however, that (i) the Indemnitor shall keep the Indemnitee informed of, and consult with the Indemnitee in connection with the progress of such litigation or settlement; (ii) the Indemnitor shall not have any right, without the Indemnitee's prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed, to settle any such claim; and (iii) Indemnitee shall have the right to participate in the defense of a claim with counsel of its choice at its own expense.

(c) The indemnifying Party's obligations are conditioned upon the indemnified Party (i) providing the indemnifying Party with prompt written notice of any claim, suit or proceeding for which the indemnified Party is seeking indemnity; and (ii) reasonably cooperating with the defense or settlement negotiations, as the case may be, conducted by the indemnifying Party.

9. Disclaimer of Warranties.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7 ABOVE, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATION, EXPRESS OR IMPLIED, REGARDING THEIR RESPECTIVE OBLIGATIONS AND OFFERINGS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, GUARANTEES, AND CONDITIONS OF ANY KIND, WHETHER INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE.

10. Limitation of Liability.
EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8, AND CLAIMS ARISING UNDER SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR CLAIMS ARISING UNDER THIS AGREEMENT, FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS OR LOST BUSINESS, WHETHER FORESEEABLE OR UNFORSEEABLE. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.

11. AFFILIATE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT MAY BE MODIFIED BY LTS BY POSTING A NOTICE OF SUCH MODIFICATION ON THE AFFILIATE PORTAL. AFFILIATE'S CONTINUED ACCESS TO THE AFFILIATE PORTAL AND/OR MARKETING OF THE SERVICES SHALL BE AN UNREFUTABLE ACCEPTANCE OF ANY SUCH MODIFICATION. NO OTHER AMENDMENT OR MODIFICATION OF THIS AGREEMENT SHALL BE BINDING UNLESS IT IS SET FORTH IN A WRITING SIGNED BY BOTH PARTIES.

12. Miscellaneous. Each Party is an independent contractor of the other and shall not be deemed to be an agent, partner, joint venture, franchisor-franchisee with the other for any purpose. Neither Party may, without the other Party's prior written consent, which consent shall not be unreasonably withheld or delayed, assign or transfer this Agreement, or any of its rights or obligations under this Agreement to any person or entity. All notices permitted or required under the Agreement shall be provided in writing (excluding e-mail) to the address provided in the preamble above and shall be deemed to have been delivered (a) on the date personally delivered by courier, (b) upon the second business day after the date sent for notices sent via overnight delivery, or (c) upon the fifth business day after the date sent for notices sent via certified mail. This Agreement shall be construed and governed by the laws of the State of Delaware, without regard to the conflicts of law provisions. Except as otherwise provided in the Agreement, each Party shall pay its own legal, accounting, out-of-pocket and other expenses incident to the performance of its obligations under this Agreement. This Agreement, together with any Exhibits attached to the Agreement, constitutes the entire agreement between the Parties concerning the subject matter of the Agreement and supersedes any prior or contemporaneous agreements concerning the subject matter of the Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of the Agreement (whether or not similar), nor shall any such waiver constitute a continuing waiver unless expressly provided otherwise.

Except for claims arising under Sections 6, or subject to indemnification under Section 8, any and all disputes arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the rules of the American Arbitration Association. The arbitration proceeding shall take place in the District of Columbia and any award rendered shall be final and binding upon the Parties. Both Parties waive the right to a jury trial. Each Party will pay its own attorney's fees and costs associated with any such arbitration proceeding.

Neither Party shall issue a press release or make a public announcement concerning the other Party or this Agreement, or any related transactions between the Parties, without first obtaining the prior written consent of the other Party.

Each supplier of Services available for promotion under this Agreement is an express third-party beneficiary under this Agreement. Each supplier may take any equitable or legal action required, without the requirement to post a bond, to enforce the provisions of this Agreement.

EXHIBIT A
Marketing Guidelines

A. GENERAL ADVERTISEMENT POLICY AND PROCEDURES

1. Advertising. For purposes of this Exhibit, "Advertising" includes, but is not limited to: television advertising, infomercials, radio advertising, print, billboards, duratrans, posters, internet banner ads, pop-up ads, emails and other internet content and advertising, and shall be synonymous with the term Advertisement in the Agreement. All portions of the Affiliate Site, web page or any Advertisement that references the Services, includes the Simplexity Marks, and/or a other authorized trademark or tradename which usage has been granted in accordance with the Agreement, will be considered "Advertising" subject to the approval requirements set forth in this Exhibit and any other policies and procedures provided to You.

2. Approval of Advertising. Only Advertising approved by Us in writing may be used to market the Services. All Advertising generated by You or your agents must be submitted to Us through the Affiliate Portal in the "Contact Us" page for approval. We shall use commercially reasonable efforts to approve or disapprove all such Advertising within ten (10) business days of receipt; provided, however, that failure to approve or disapprove any Advertising shall not be deemed approval by LTS. Approved Advertisements that are modified, amended, altered or changed in any manner by You are no longer approved and are subject to the approval process set forth in this Part 2. Upon a sale, transfer, removal, change of URL or cessation of use of any approved Affiliate Site or webpage, any such website will no longer be deemed approved for purposes of advertising the Services.

3. Advertising Guidelines. Advertising must: (a) be completely factual; (b) conform to the highest industry standards of advertising; (c) conform completely to applicable laws, including, if applicable CAN-SPAM Act of 2003; and (d) You must develop a comprehensive plan to comply with all applicable legal requirements and, upon Our request, demonstrate your full compliance with such laws. Advertising must also adhere to this Guide, the terms and conditions of the Agreement, and all policies and procedures provided to You. The following are some general guidelines that You need to follow in creating any Advertising:

(i) Some states prohibit certain uses of the term "Free" in advertisements or marketing materials, or restrict the advertisement of prices with a mail-in rebate. Please check the state laws where you conduct business for clarification. In any case, use of the word "Free" in advertising or marketing materials requires the appropriate legal disclaimer in close proximity to the word "Free." .

(ii) Standard direct mail is allowed but only if such direct mail is sent only to your membership or customer lists, the direct mail contains your extension and promotional code reflecting your Affiliate ID and it is clear that the direct mail is being sent by You.

(iii) Direct email solicitation may be permitted if the emails follow the requirements set forth below:

(a) Affiliate is prohibited from generating email that offers the Services or in any way contains references or links to the supplier brand not otherwise authorized by supplier, without first obtaining written approval from LTS. After Affiliate obtains written approval from LTS, Affiliate must comply in all respects with this Guide. LTS's written approval must be obtained for each email campaign. (b) In addition to Affiliate complying with all applicable laws, Affiliate is required to comply with the following email rules:

(1) The "From" line of each email must contain Affiliate's name. Neither LTS's nor a supplier's name may be included or referenced in any way in the "From" line.
(2) Affiliate will create a process by which email recipients may opt-out of receiving future email from Affiliate. Affiliate must have the necessary processes in place to immediately remove such email address from its email list. Among other things, Affiliate must maintain a "do not email list" and every opt-out request must be placed on this list. Affiliate agrees to honor opt-out requests and not email recipients who have opted out of receiving communications from Affiliate.
(3) If Affiliate intends to generate email through a third party vendor, Affiliate must disclose the identity of that vendor to LTS. Affiliate is responsible for all emails generated on Affiliate's behalf by a third party and such emails must comply with all requirements set forth in this Guide.
(4) Affiliate must submit for LTS's prior written approval, a marketing plan describing how many times and how often an email will be generated to any one email address. Affiliate is not permitted to send an email to any one email address more than once in any 30-day period for Advertisements of the Services.
(5) Affiliate must at a minimum have all email lists scrubbed against LTS's and applicable supplier's "do not email" list and Affiliate's own "do not email" list before any email campaign begins.
(6) LTS and supplier Authorized Dealer logos can appear only one time in the email and must comply with all applicable policies and procedures regarding the use of such logo.
(7) At LTS's request, Affiliate must provide the statistics regarding each email campaign, including without limitation, the number of emails sent, and the number of recipients who clicked through.
(8) Any email offering the Services must contain all necessary disclaimers. Each email must also contain the campaign code and link to a site as designated by LTS.
(9) All emails must include valid contact information, including a physical address, and domains used must have valid Who Is information associated with their registration. Use of a privacy service or other means to mask email sender is prohibited.
(10) Affiliate shall have authorization to email marketing materials to each email address used in connection with an offer for Services and shall maintain a record of such permission which records shall be provided to Simplexity within two (2) business days of request.

(iv) Any and all customer information provided to Affiliate by LTS will be used and maintained by Affiliate in accordance with LTS's privacy policy located at http://www.LTSsatellite.com/red_design/privacy_policy.htm as updated from time to time.

(v) Affiliate may not use any adware services (also referred to as contextual or behavioral network services), via a third party or via its own internal operations. Adware services are defined as pop-up ads, banner ads, page views or other forms of media based on user behavior, including search queries or visits to specific URLs, which are served based on software downloaded by the user. Adware service networks forbidden include, but are not limited to, Claria, WhenU, HotBar, Exact Advertising, 180 Solutions, MarketMaker, Best Offers, Zone Media, Tremor Network and Contextweb.

(vi) Linking to or otherwise pulling images or materials from a supplier's website is strictly prohibited. Affiliate may only use images and materials provided by LTS to Affiliate for advertising purposes under this Agreement.

(vii) Affiliate must not advertise the Services on unsuitable websites. Such websites may include: websites that are under construction; websites containing hate, violence, sexually explicit, offensive, and/or illegal content; websites promoting excessive drinking and/or drug use; websites that promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, and/or age; websites with materials that may be considered libelous, disparaging, and/or defamatory; websites misusing or misspelling LTS's, Simplexity's and/or supplier's name or other trademarks, service marks, tradenames and/or logos; websites that incorporate materials that infringe upon copyright, trademark or other intellectual property rights of a third-party; or websites which, in LTS's sole opinion, may negatively affect LTS's or a supplier's brand.

(viii) Outbound telemarketing is strictly prohibited in any circumstance including the use of automated dialers or facsimile advertising (fax blasting). Violation of this policy will result in Affiliate's immediate termination without payment of commissions.

(ix) When purchasing or bidding on keywords or terms and their variations to trigger sponsored links on any online search engine for service s offered under the Agreement, you are prohibited from bidding on or purchasing keywords that are substantially similar to the tradenames, trademarks, or servicemarks of competitive products and/or services. Affiliate shall add keyword variations for competitive services as ‘negative match keywords' to all search marketing keyword buys done on a search engine with negative match capability.

4. LTS reserves the right to report Affiliates that commit fraud to suppliers and suppliers maintain the right to prohibit such Affiliates marketing such supplier's products and/or services.

5. The Program is designed for Affiliates based in the United States and Canada. In order for foreign Affiliates to be considered for participation in the Program, Affiliate must contact LTS directly for approval.

(c) 2008 LTS Global Solutions, Inc
5364 Ehrlich Rd Ste 25
Tampa, FL 33624
813-345-4650