INDEPENDENT SALES REPRESENTATIVE AGREEMENT. In consideration of the mutual promises hereinafter set forth, the parties hereby agree as follows:

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1 INDEPENDENT SALES REPRESENTATIVE AGREEMENT AGREEMENT made on this date:, by and between A POWER COMPANY, LLC., a Connecticut Limited Liability Company, having its principal place of business at 222 Main Street, suite 156 Farmington, CT (hereinafter referred to as the Company ), and (Hereinafter referred to as the Representative ). In consideration of the mutual promises hereinafter set forth, the parties hereby agree as follows: 1. APPOINTMENT OF INDEPENDENT SALES REPRESENTATIVE. The Company hereby appoints the Representative as an Independent Sales Representative to sell A Power Company services upon the terms and conditions set forth in this Agreement. The Representative hereby accepts such appointment and agrees to sell and promote, to the best of its ability, the said services of the Company to the Customers in the non-exclusive Territory. The Territory is defined as those states of the United States where electricity and natural gas are deregulated and the Company is licensed, provided such license is required. This Agreement shall remain in force for one year and automatically renewal for additional terms of one year unless terminated under the terms of paragraph RELATIONSHIP OF PARTIES. Nothing contained in the Agreement shall be construed to constitute the Representative as a partner, employee or general agent of the Company, nor shall either party have any authority to bind the other in any respect, it being intended that the Representative shall act as a limited agent only for the purpose of obtaining contracts or taking orders. The Representative will list phones and otherwise represent itself only as an Independent Sales Representative for the Company and will not list any phones in the Company s name or represent the Representative s offices as the offices of the Company, either by signs, door lettering, telephone or Internet listings, Web sites or otherwise. The Representative shall assume full responsibility for its own account to and for all its employees, if any, under the Internal Revenue Code (and regulations promulgated thereunder), Social Security Act, Fair Labor Standards Act, state unemployment compensation acts, workers compensation acts, minimum wage laws and other similar laws, rules and regulations. The Representative shall comply with all state, provincial, federal and other laws of the United States as they pertain to the performance of the Representative s obligations under this Agreement. The Representative will determine its own working hours as it chooses, and conduct its activities and those of its employees as it sees fit without supervision or direction from the Company.

2 3. NON-LIABILITY OF THE COMPANY. The Representative covenants and agrees, at its sole cost and expense, to indemnify, save and hold harmless the Company and its directors, officers, employees, agents and subcontractors from and against any and all damages, losses, liabilities, obligations, penalties, claims, costs, disbursements or expenses (including attorneys' and experts' reasonable fees and disbursements) relating to, caused by or arising out of any claim, demand, litigation, suit, proceeding, judgment or other legal action or award, by any party other than the Representative, of any kind or of any nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against the Company to the extent caused by, or alleged to be caused by, the acts or omissions, negligent or otherwise, of the Representative, including, without limitation, any such items arising out of the use of any motor vehicle or other equipment or property in connection with the carrying out of the Representative s obligations under this Agreement, damage to property, or injury or death of persons. For purposes of this section, the acts and omissions of the Representative s employees, agents and subcontractors shall be deemed to be those of the Representative. The Company shall not be liable for any loss, claim, expense or damage to the extent caused by, contributed to or arising out of the acts or omissions of the Representative or third parties. In no event shall the Company s liability for any such cause of action whatsoever exceed the cost of the product or service giving rise to the claim, whether based in contract, warranty, indemnity or tort (including negligence and strict liability) or otherwise. In no event shall the Company be liable for any special, incidental, consequential or other such indirect damages (including, without limitation, loss of revenues, profits or opportunities), arising out of the acts or omissions of the Representative or third parties, whether arising out of or as a result of breach of contract, warranty, tort (including negligence), strict liability or otherwise. 4. COMMISSIONS. Subject to the terms and conditions hereinafter contained, the Company shall pay the Representative for services performed hereunder a commission referred to on Schedule A on any contracts received from the Representative that are accepted during the term of this Agreement. A. From any amount due the Representative hereunder there shall be deducted an amount equal to commissions previously paid or credited to the Representative on contracts where the Company has been back-charged due to Customer non-payment or contract termination due to non-payment or the failure or bankruptcy of any customers, the timing and determination of such deductions to be within the Company s sole discretion. B. The Company will to the Representative a monthly statement of amounts invoiced to Customers and amounts paid by Customers. Based on these monthly statements, the Company will pay commission amounts monthly, and no later than fifteen (15) days after receipt of payment by Company. C. Upon the termination of this Agreement by either party, commissions will be paid solely in accordance with the provisions of this Section 4. D. The commission paid to Representative shall be based on the actual commissions received by Company from any Supplier contracts obtained by Representative. Representative Agreement 2 Initials:

3 E. Company will prepay 20% of first year commissions to Representative upon supplier approval and verification of energy contracts, based on the estimated first year revenue of such contracts. This prepayment does not apply to renewals of contracts. The remaining 80% will be paid as a monthly residual after true-up of actual commissions received by Company against the commissions calculated on estimated revenue. For all prepaid commissions, interest costs for such prepaid commissions, at a rate the average Wall Street Journal Prime Rate for each month plus 4%, shall be deducted from advanced commissions as part of the true-up calculation. In the event that the actual commission paid for the first year exceeds the commission actually earned, Company will deduct such shortfall from other commissions payable to Representative, or collect any shortfall from Representative if commissions payable are not adequate to repay such shortfall. F. Representative understands that all electricity and natural gas contracts are subject to credit approval by the Company s Suppliers before acceptance by suppliers. G. Company has the right to deduct, from commission s payable, a percentage of the cost of any utility charges incurred, such as load profile data, usage data, interval data, PLC or ICAP data obtained on behalf of Representative. Such percentage shall be the same the commission rate specified in Schedule A. H. Representative understands that all new contracts are verified with the customer by the Company. Any submission of fraudulent contracts by Representative will be prosecuted to the full extent of the law. I. In the event that the Company has paid Representative more money than earned on commissions actually received by the Company, defined herein overpayment, Representative shall repay such overpayment within sixty days or request by the Company. 5. THE REPRESENTATIVE S OBLIGATIONS AND RIGHTS The Representative shall: A. Use its best efforts in conducting its activities in selling the Company s products in the Territory, at the Representative s cost and expense. B. Provide prospective customer electricity and gas invoices and customer Letters of Agency via in Adobe PDF format or via fax, along with the start date that such prospective customer desires quotation. C. Not commit or bind the Company to any course of action without specific prior written approval of the Company. D. Not commit or bind the Company, or its suppliers, to any contract with any Customer for any electrical or natural gas supply offering. Representative Agreement 3 Initials:

4 E. Not furnish any Customer with warranties or guarantees of any nature that may involve the responsibility or liability of Company or its suppliers. F. Ensure that no proprietary or confidential information entrusted to the Representative by the Company is in any way communicated to any third parties without the prior written consent of the Company. Such confidential information includes, without limitation, any and all pricing information or materials. G. Not guarantee any savings to customers for any time period unless the public utility price is published for such time period and the Company has approved such guarantee. H. Maintain the confidentiality of any customer data supplied to the Representative by prospects or online databases provided by the Company. 6. NO ADDITIONAL BENEFITS. Representative confirms and agrees that: A. No fringe benefits of any kind are receivable in connection with the performance of this Agreement. B. Company is not required to make contributions for employment insurance, federal or state pension, employee income tax deductions or other similar levies in respect of the commissions for the services to be paid to Representative under this Agreement, and C. Representative shall indemnify and save harmless Company from any claims, penalties, interest and costs that may be made or assessed against Company in respect to such contributions. 7. CONFLICT OF INTEREST.. The Representative warrants, both during the term of this Agreement and subsequent to the term of this Agreement, that the performance of the Services by Representative or by its employees, agents or subcontractors under this Agreement does not and will not constitute a conflict of interest with any party to whom Representative, its employees, agents, or subcontractors provide or have provided Services. Representative Agreement 4 Initials:

5 8. THE COMPANY S OBLIGATIONS AND RIGHTS The Company shall: A. Provide electricity and natural gas pricing. B. Provide sales support and participate in 3-way calls with prospects. C. Process Load Profile and Annual Usage data requests. D. Obtain custom prices based on load profiles. E. Process customer contracts for business generated by Representative. F. Pay commissions based on sales generated by Representative. Company reserves the right to accept or reject any and all orders from Customers within the Territory, and no order shall become final or be binding until accepted by the Company s suppliers. Note that all prospective customers with outstanding balances on their utility bills risk non-acceptance of contracts by suppliers. Company reserves the right, in its sole discretion, to remove from the Representative s territory any area in which the Company is held liable for taxes (other than Federal Income or Excise Taxes) or other charges by reason of the activities of the Representative in such area. 9. CONFIDENTIALITY. A. Representative may be provided access to a proprietary online database of electricity customers containing data compiled from the utilities in various states. This data is accessed using a username and password that will be provided. All access to this database is recorded, including the IP address used for access. This database is confidential and shall not be shared with anyone other than the Representative. Should the Representative disclose this information or allow access to other parties, or use database information to obtain contracts through other brokers or suppliers, this shall be considered an incurable breach of this Agreement and cause for termination under paragraph 11-C. 10. INDEMNIFICATION. A. Representative hereby expressly agrees to indemnify and hold harmless Company, its successors or assigns against all suits, actions, claims, demands, penalties, fees, legal fees or damages that arise from any sales or marketing activities by Representative or any of its agents or employees regarding the sale of electricity and natural gas to customers or potential customers. 11. TERMINATION. Representative Agreement 5 Initials:

6 A. This Agreement may be terminated with or without cause for any reason by either party upon thirty (30) days written notice. In the event of termination of this Agreement, and subject to the provisions of Section 11B and 11C below, the Representative shall be entitled to all commissions payable to the Representative for contracts sold and signed prior to the effective date of termination. B. As long as Representative is not in breach of this agreement, Representative shall be entitled to all commissions for the entire term length of any contract signed under the terms of this Agreement, as well as any renewals of these contracts that are obtained by Representative, provided such renewals are obtained at least thirty days before the end of any contract term. Representative shall not receive commissions for renewals of such contracts that are obtained by Company less than thirty days before the end of a contract term. C. Notwithstanding the provisions of Section 11A and 11B above, in the event that the Representative or the Company violates any of the provisions of this Agreement, or if either party becomes insolvent or bankrupt, or makes an assignment for the benefit of creditors, the other may immediately terminate this Agreement, and no commissions will be paid on any orders or renewals received after such date of termination. D. Upon termination of this Agreement for any reason, the Representative shall, at its own expense, immediately return to the Company any and all proprietary or confidential information, data, records, and materials of the Company and any and all sales literature and information furnished by or relating to the Company. Representative shall immediately destroy any other versions or copies in its possession or control. Upon either party's request, a duly authorized corporate officer of the other party shall certify in writing that such return or destruction has occurred. The terms information, data, records, materials, literature include all forms of same, including both electronic and non-electronic forms. 12. NON-SOLICITATION. A. For a period of two years after the termination of this Agreement, Representative agrees that Customers contracted under this Agreement shall be Customers of the Company. Representative agrees not to solicit competitive electricity or natural gas supply business from Customers of the Company at the end of this contract s term unless such renewal business is processed through the Company, in which case, Representative will continue to receive commissions for such renewals at the rate specified in Schedule A. B. For a period of two years after the termination of this Agreement, Representative agrees that it will not solicit or hire any employee of the Company. C. In the event that Representative breaches the terms of this Agreement regarding nonsolicitation, Representative will not receive commissions on renewal business that it obtains with contracted Customers and any commissions due, but unpaid, shall cease. D. Representative acknowledges that irreparable injury will result from the violation of these Non-Solicitation terms. Representative expressly agrees that Company, in the event of Representative Agreement 6 Initials:

7 any violation of this Section by Representative, shall be entitled, in addition to damages and any other remedy provided by law, to an injunction or other equitable remedy respecting such violation or continued violation. E. The provisions of this Section shall survive the termination or expiration of this Agreement for two (2) years. 13. LEGAL NOTICES. All notices required by this Agreement to be given by either party to the other shall be in writing, shall be delivered by hand, delivered by courier or by certified mail, postage prepaid and return receipt requested, or Registered , and shall be effective on the date of actual delivery or mailing to the principal place of business of the other party. The address given for each party in the preamble to this Agreement shall be the proper principal place of business address for the giving of notice until changed by notice duly given. 14. DISPUTES AND ARBITRATION. A. The laws of the Commonwealth of Connecticut shall apply and bind the parties in any and all questions or disputes arising hereunder, without regard given to the conflict of laws provisions thereof. B In the event a dispute arises with respect to any of the provisions herein contained and the parties are unable to resolve this dispute, then the dispute shall be settled by arbitration in the City of Hartford in accordance with the then current rules of the American Arbitration Association, and the cost and expenses, [excluding attorneys fees], of such arbitration shall be paid by the party against whom the arbitrator renders a decision; provided however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or other equitable relief. Any such action for injunctive relief or other equitable relief shall be brought in the Commonwealth of Connecticut, and each party agrees to submit to the jurisdiction of the courts of the Commonwealth of Connecticut, and hereby waives any defense of lack of personal jurisdiction, improper or inconvenient venue. C. In the event that Representative receives commission Overpayments described in Paragraph 4-I, should Representative not repay the Company, Representative agrees to pay all legal and collection cost incurred by the Company to collect such Overpayments. 15. RUNNING OF BENEFITS; ASSIGNABILITY. This Agreement shall inure to the benefit of the Company s successors and assigns. The Representative shall not have the right to assign this Agreement, or any part of it, without the Company s prior written consent, but, in any event, this Agreement shall be binding upon the successors and assigns of the Representative. Representative Agreement 7 Initials:

8 16. MISCELLANEOUS. This document contains the entire agreement of the parties relating to the subject matter hereof and supersedes all previous oral and written agreements. There are no agreements, representations or warranties not set forth herein, and no amendment or modification of this Agreement shall be valid unless in writing signed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first above written. REPRESENTATIVE Sign: Name: Title: Representative Date: A POWER COMPANY, LLC Sign: Name: Robert Strano Title: President Date: Representative Agreement 8 Initials:

9 SCHEDULE A COMMISSION SCHEDULE Representative, in agreement with Company shall determine the Margin to be added to prices provided for each individual electricity and natural gas contract. A percentage of the Margin shall be payable to Representative as described below. This commission rate is per product: Products Commission % Electricity Contracts Natural Gas Contracts Green Energy Contracts Utility Auditing Contracts LED Lighting Contracts A Power Box Contracts Solar Electric Contracts Representative Agreement 9 Initials: