2009 Lead Generation Rep Agreement

LEAD GENERATION REPRESENTATIVE AGREEMENT This Lead Gen Representative Agreement (the “Agreement”) is entered into effective this ____ day of ____________, 20___ (“Effective Date”), by and between Groove Satellite & Entertainment (“Groove”) and ________________________________ (“Lead Gen Rep”.) OVERVIEW Groove Satellite & Entertainment is an independent technology solutions provider in the residential and commercial market selling services for DirecTV, Dish Network, Qwest, Verizon, and Clearwire among other products and services. Lead Gen Representative compensation is based on a performance incentive program. Activities will include selling paid television service for residential customers as well as broadband internet, VoIP, telephone services, and any other services or products that Groove may from time to time offer for sale to the public. INDEPENDENT CONTRACTOR This Agreement shall govern the relationship of the parties, which shall be that of contractor (Groove) and independent contractor (Lead Gen Rep.) Nothing in this Agreement shall be construed so as to create an employer—employee relationship. Lead Gen Rep is an independent contractor in relation to Groove. No agency relationship, joint venture or partnership is created by this Agreement. Lead Gen Rep shall have no authority, express or implied, to enter into contracts with third parties or make representations on behalf of Groove without its express written consent. Lead Gen Rep agrees to indemnify, defend and hold Groove harmless with respect to any liability that may arise from or relate to Lead Gen Rep’s involvement in Groove’s sales Program. Lead Gen Rep understands he or she is an independent contractor and is therefore solely responsible for all self-employment taxes and any federal, state and local taxes or fees that may arise from the independent contractor relationship. TERM OF AGREEMENT This Agreement shall be effective as of the Effective Date, and shall remain in effect until terminated by either party. DUTIES OF LEAD GEN REP Lead Gen Rep agrees that he or she will attend all mandatory training provided by Groove or its designee, adhere to all rules and procedures Company may from time to time publish, and use his/her best efforts to maximize his/her commissionable sales. Lead Gen Rep shall have an ongoing obligation to use his or her best efforts to resolve the questions or concerns of any subscriber he/she originated. Any failure on the part of Lead Gen Rep to timely respond to such questions or concerns shall, at the sole discretion of Groove, result in forfeiture of Lead Gen Rep’s commission and bonus(es), if any, paid to him/her in connection with that subscriber.

COMPENSATION Groove will pay Lead Gen Rep a commission for each qualifying lead which meets the requirements of the Lead Generation Program. A lead is counted only after the signature page with the customers signature has been returned to the office. A sale is counted only after the customer account is activated with the service provider and the installation is complete. Commissions will be paid twice monthly based on the number of qualifying sales that were installed during the given pay period. Lead Gen Rep agrees to treat as confidential and shall not disclose to any third party the rate schedule set forth in this Agreement and further agrees that any violation of the same shall result in forfeiture of commissions payable under the same. PAY SCALES The payout for the Lead Gen incentive compensation is based on the following: DirecTV or Dish Network New Qualifying Lead New Qualifying Lead: New Qualifying Activation from Lead:

$1 $50

Qwest/Verizon/Clear/Clearwire Internet or VoIP New Qualifying Sale New Qualifying Lead: New Qualifying Activation from Lead:

$0 $20

PAYOUTS Pay periods will occur on the 5th and 20th day of each month. The payout on the 5th day of the month will include all sales that were installed during the 16th through the end of the prior month. The payout on the 20th will include those sales that were installed during the 1st through the 15th of the current month. If the 5th or 20th fall on a weekend, payouts will occur the next Monday. BONUSES Groove may offer Lead Gen Rep periodic performance based bonuses. Bonus payments shall be delivered to Lead Gen Rep according to the terms of the respective bonus plan. HOLDBACKS Lead Gen Rep authorizes Groove to withhold $10 of each payable commission. All such withholdings will be paid to Lead Gen Rep in one or more lump sum(s), less charge backs, no later than six months and 30 days after the end of the calendar quarter ending the activation date of each subject sale. For example, an activation dated September 15 (i.e., an activation occurring in the third month of the third quarter of the calendar year) would be paid within 30 days after the end of Q1 of the following year, or April.

CHARGE BACKS Whenever Groove incurs a Charge Back regarding a sale generated by Lead Gen Rep, Lead Gen Rep agrees to repay to Groove the Net Benefit he/she was previously paid regarding the same, unless Groove is able to recover directly from the subscriber the full value of the Charge Back. An administrative fee of $50 may be added to any Charge Back due to early cancellation. Lead Gen Rep authorizes Groove to deduct this indebtedness from any amount payable to Lead Gen Rep, including his/her withholdings, and agrees to repay to Groove any such indebtedness that cannot be satisfied from such amount. TERMINATION This Agreement may be terminated by any party at any time with at least 10 days written notice to the other party. In the event Lead Gen Rep commits any act of fraud or dishonesty, as determined solely by Groove, Groove may immediately terminate this Agreement, but shall provide notice of the termination to Lead Gen Rep as soon as feasible under the circumstances. Notice shall be provided in writing and delivered by hand or certified mail as follows: If to Groove: 6770 South 900 East, Suite 302, Midvale, Utah 84047. Any failure on the part of Lead Gen Rep to provide at least 10 days written notice of termination shall result in forfeiture of all compensation otherwise payable to Lead Gen Rep, including all commissions, withholdings and bonuses. In the event Groove terminates this Agreement due to Lead Gen Rep’s insubordination, gross failure to perform any duty required by this Agreement, fraud, dishonesty or any other act that, as determined solely by Groove, deprives Groove of one or more benefits of this Agreement, such act shall be deemed to have caused a forfeiture of all compensation otherwise payable to Lead Gen Rep.

The foregoing is agreed: ________________________________________ Date: ____________________________ By (Lead Gen Rep) ________________________________________ Printed Name

________________________________________ Date: ____________________________ By (Company) ________________________________________ Printed Name