BUSINESS TECHNOLOGY PARTNERS REFERRAL PARTNER AGREEMENT

BUSINESS TECHNOLOGY PARTNERS REFERRAL PARTNER AGREEMENT This Business Technology Partners Referral Partner Agreement is entered into as of, 2011 ( Effective Date ), by and between Business Technology Partners, Inc. ( BTP ), a New York corporation with its principal place of business at 111 Broadway, 18 th Floor, New York, NY 10006, and ( Referral Partner ), a corporation with its principal place of business at and whose Federal Tax Identification Number is. 1. SCOPE OF THE AGREEMENT The BTP Referral Partner program establishes relationships between BTP and qualified individuals and/or entities who agree to use their expertise and business contacts to assist BTP in selling BTP products and services ( Services ) to end user business customers. Under the program, BTP agrees to pay a Referral Commission to the Referral Partner for a Qualified Sale, which is defined as a sale to a Qualified Lead which Qualified Lead meets the following criteria: Referral Partner shall introduce prospective end user purchasers of Services to the designated BTP Referral Partner contact ( Qualified Lead ). (a) Qualified Lead sales opportunities must be entirely new to BTP and not previously targeted, contacted or worked on by a BTP salesperson. Referral Partner is not entitled to a commission for any sale: (i) to existing BTP customers or customers of any BTP affiliate; (ii) to prospects that BTP sales personnel have already targeted, contacted, or begun sales discussions; (iii) to Referral Partner, a parent, subsidiary or affiliate of Referral Partner, or a director, officer, employee, agent, servant, representative or subcontractor of Referral Partner; (iv) where misrepresentation or fraudulent activity is uncovered; or (vi) by Referral Partner for an order submitted prior to the effective date of this (b) The Referral Partner must submit a BTP New Lead Form for any Qualified Lead referred to BTP in order to be paid. (c) A Qualified Lead must result in a signed customer agreement and sales order within ninety (90) days from the date of the introduction. Qualified Leads that do not result in a signed customer agreement and sales order within ninety (90) days from the date of introduction shall not be eligible for Referral Commissions or any other compensation from BTP to Referral Partner. (d) For TeraCare managed /IT support services, the sales order must be approved by BTP and customer in writing, delivered, billed and BTP must have collected at least one full month of the contracted for Monthly Recurring Charge for services ( MRC ) from the customer in order to be eligible for a Referral Commission. For other eligible project-based consulting services, a written statement or scope of work must be executed and delivered by both parties, work performed and billed, and BTP must have collected a final balance, post-completion payment from the customer. (e) Every sales order, or statement/scope of work (as the case may be), must be signed by both parties, be for the delivery and/or performance of a BTP Service and utilizes pricing that has been provided and approved by BTP to be eligible for commission. 2. TERM This Agreement will be in effect beginning on the Effective Date and will expire after twelve (12) months, subject to cancellation by either party at any time upon fifteen (15) days written notice. BTP may terminate this Agreement immediately upon notice in the event Referral Partner materially breaches this Agreement, in which case BTP shall be under no obligation to pay Referral Partner any amount pursuant to this 3. RELATIONSHIP Referral Partner is an independent contractor assisting BTP to market Services on behalf of BTP to end user commercial business customers. Referral Partner is not an employee of BTP and no employment relationship is established by this Referral Partner has no authority to act for, or on behalf of BTP and is not authorized to incur any obligation on behalf of BTP or to bind BTP in any manner, except as may be expressly permitted by this 4. SERVICES Referral Partner will work collaboratively with BTP sales personnel to create sales strategies and a contact program for end user prospects and customers. Referral Partner must demonstrate it has senior level contacts with decision makers at commercial businesses, institutions and/or non-profit enterprises with demand for or potential benefit from BTP Services in connection with the ongoing effort to generate new prospects and new sales revenue for BTP. 5. ORDER PROCESSING (a) The Referral Partner will submit prospective new customer leads to be considered for this program to BTP s VP of Managed Services, or to BTP s designated Referral Program Manager. (a) BTP will notify Referral Partner within five (5) business days in writing if the prospective account is to be approved for commissioning under this program as a Qualified Lead. For the elimination of doubt, in no instance will any approval under this Agreement be deemed granted by silence or inaction on the part of BTP. (b) BTP shall evaluate each submitted lead in good faith, but BTP shall have the right, at its sole discretion, to accept or reject all submissions and to determine which referrals qualify as a Qualified Lead. BTP shall also have sole discretion to determine whether to enter into a contract with a Qualified Lead, and sole discretion to determine the terms and conditions of the Services or other adjustments without any obligation to Referral Partner. 6. PRODUCT LITERATURE AND MARKETING MATERIALS BTP shall make available to Referral Partner literature and materials relating to BTP and the Services at prevailing prices. Referral Partner shall not develop or use any product literature other than that provided by BTP. 7. TRADEMARKS AND TRADE NAMES Referral Partner agrees to comply with any standards of usage for BTP trademarks and trade names issued or to be issued by BTP from time to time. Referral Partner shall not use the name "BTP" or any name of

any Service provided by BTP or the BTP symbol, and it shall not use any trademark or service mark of BTP or symbol related to BTP without the prior, express written consent of BTP. Breach of this provision shall be considered a material breach of this Agreement and shall result in immediate termination of this Agreement without further liability whatsoever to Referral Partner by BTP. 8. SALES AND OPERATIONAL SUPPORT BTP shall provide commercially reasonable sales and operational support to Referral Partner in accordance with its support policies, which may change from time to time. BTP shall make available to Referral Partner that advice, application analysis, and resources which BTP in its sole discretion deems necessary to accomplish order processing and provisioning of Services for all Qualified Sales procured pursuant to this BTP will be responsible for negotiating the sales order and customer contract with the customer, as well as installation of Service, billing and collection. All accounts sold become BTP customers. 9. COMMISSIONS BTP shall make a one-time commission payment, except as otherwise provided herein, to Referral Partner for each Qualified Sale based upon the MRC set forth in a fully-executed TeraCare Support Services Agreement, subject to the following criteria: (a) Any sale must begin as a Qualified Lead. (b) The TeraCare Agreement shall be executed by both BTP and the Qualified Lead. (c) The TeraCare Agreement shall be for a term of not less than one (1) year. (d) Upon execution of this Agreement by both parties, the Referral Partner shall be entitled to receive a commission corresponding to the services referred (see Schedule A Table of Commissions ) based upon revenue actually collected from the particular customer from which any particular commission arises. Commissions are only available on services provided, and calculations do not to include costs for hardware or other equipment. (e) Commissions shall be paid on the first business day of the calendar quarter following BTP s receipt of the subject Client s initial payment of the contracted MRC, excluding non-recurring charges, taxes, surcharges, fees, and unbilled or uncollected amounts or bad debt. (f) Referral Partner shall provide BTP written notice of any dispute with any commission payment or non-payment no later than sixty (60) days after the commission payment date or the date the commission payment should have been made. The notice of the dispute must include sufficient detail regarding the dispute. Commission amounts (whether paid or unpaid) that are not disputed by the Referral Partner in writing within said sixty (60) day period shall be conclusively deemed undisputed and accepted by the Referral Partner. (g) The Referral Partner shall not be entitled to commissions on customer MRC invoices which remain unpaid for greater than sixty (60) days from the date of the invoice. Accordingly, BTP shall have the right to deduct or offset from the Referral Partner s commission payments on an ongoing basis, and to retain such deductions or offsets for BTP s own account, any commission payments previously made to the Referral Partner relating to invoices which are not paid by the customer within this stated ninety (90) day period. (h) The commission percentages set forth in Schedule A (attached) are valid only on TeraCare managed/it support services except as otherwise expressly provided on Schedule A. (i) Schedule A is subject to change at BTP s discretion. Any changes shall not retroactively affect any obligation incurred prior to the date of such change. BTP shall notify the Referral Partner at least thirty (30) days prior to any decrease in such commission amounts. Schedule A may be updated periodically to provide the commission structure for new commissionable company (j) products or services. The Referral Partner acknowledges having read Schedule A annexed and agrees to the terms set forth therein. (k) Notwithstanding anything to the contrary contained herein, BTP shall make no commission payment unless a current and accurate IRS W-9 Form is provided and on file containing the requisite Referral Partner information. 10. NON-SOLICITATION (a) (b) (c) (d) Partner agrees that, for as long as Partner is entitled to receive commissions pursuant to this Agreement, Partner shall not (i) solicit in competition with BTP any BTP customer, or (ii) induce or attempt to persuade any BTP employee to terminate his or her employment relationship; nor shall Partner cause or permit its employees and sub-partners to do so. Except as expressly permitted by this Agreement, Partner shall not, during the term of this Agreement or at any time following termination of this Agreement, make use of any list of BTP customers or otherwise divulge any trade secrets or other confidential information of BTP. The following provision shall apply to the interpretation and enforcement of subparagraphs (a) and (b) above: (i) since other remedies cannot fully compensate BTP for a violation, BTP shall be entitled, in addition to any other remedies or relief available to it, to injunctive relief to prevent a violation or halt a continuing violation of the covenants set forth in subparagraphs (a) and (b) above; (ii) if, in any action before a court or agency empowered to enforce this Agreement, any covenant is found to be unenforceable, such covenant shall be deemed modified to the extent necessary to make it enforceable; and (iii) if BTP must commence litigation to enforce its rights under this Section 10, it may also recover its reasonable attorney s fees from Partner in connection with the litigation. In the event of a violation by Partner of any of the prohibitions set forth in subparagraphs (a) and (b) above, BTP may immediately and irrevocably terminate the payment of any and all commissions that may be payable to Partner hereunder, regardless of whether BTP seeks or obtains injunctive relief pursuant to subparagraph 13(c). 11. TERMINATION, RIGHTS AND REMEDIES (a) Either party may terminate this Agreement upon fifteen (15) days written notice. In the event of any such termination, BTP shall make a Referral Commission payment for any Qualified Sale that has been completed and have resulted in signed customer agreements, and shall make a Referral Commission payment for any Qualified Sale that occur directly as a result of a Qualified

Lead submitted by Referral Partner and approved as qualified prior to the date of termination provided the underlying MRC revenue has been received by BTP in accordance with this (b) BTP may terminate this Agreement immediately or at any time thereafter: (i) in the event of any misrepresentation by Referral Partner of BTP products or services made to any prospective customer; (ii) for any reason of any change in its tariff or any other change necessitated by a regulatory authority, the implementation of which would make this Agreement, in BTP's sole discretion, unduly burdensome; or (iii) breach by Referral Partner of any of its obligations or representations under this (c) Any termination of this Agreement made pursuant to the provisions of this Section 11 shall not relieve either party from any accrued obligations hereunder due and owing as of the date of such termination. (d) Any obligations of the parties relating to monies owed, as well as those provisions relating to confidentiality, limitations on liability and actions and indemnification, shall survive termination of this 12. INDEMNIFICATION AND LIMITATION OF LIABILITY (a) Referral Partner shall indemnify and hold BTP, its employees, agents, affiliates, and parent company harmless from any liability of any nature or kind for (i) bodily injury (including death), (ii) property damage (including damage to intellectual property), and (iii) any other claims, costs, expenses, penalties or damages caused by or arising out of Referral Partner's acts or omissions, and shall defend any suits or other proceedings brought against BTP, its employees, agents, affiliates or parent company on account thereof, and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against BTP, its employees, agents, affiliates, or parent company in connection therewith. (b) In no event shall either party be liable to the other party or any third party for any indirect, special, incidental or consequential damages. (c) Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party. 13. CONFIDENTIALITY (a) All information disclosed by either party to the other pursuant to this Agreement, other than such information as may be generally available to the public or the industry, is and will be disclosed to it in confidence solely for its use in its performance hereunder. Each party agrees to keep such information secret and confidential indefinitely and not to disclose it to any other person or use it during the term of this Agreement or after its termination except in carrying out its obligations hereunder or in response to obligations imposed by tariff or order of a court or regulatory body. Referral Partner shall not disclose the terms and conditions of this Agreement to any person or entity without the prior written consent of BTP. (b) All work, documents, presentations, creative executions and/or other deliverables ( Work ) developed by Referral Partner during the term of this Agreement on BTP s behalf shall be a work made for hire. BTP shall retain full ownership and all other intellectual property rights associated with this Work. BTP shall be the sole owner and copyright holder of the Work, and shall have the sole and exclusive right to use the Work, sell or transfer it, or license its use, in any manner it deems appropriate. All applicable common law and statutory rights in the Work and any updates, revisions, and derivative works associated with the Work, including but not limited to patent, trademark, service mark, copyright and trade secret rights, shall be the exclusive property of BTP, and Referral Partner shall have no right, title or interest in any such proprietary rights. 14. CONFLICTS OF INTEREST: (a) In performing the required Services under this Agreement, it is Referral Partner s responsibility to avoid: (a) any actual or apparent conflict between Referral Partner's duties or obligations to other parties and such duties and obligations assumed under this Agreement and (b) disclosure of information which would, or would appear to, violate such duties and obligations to third parties. (b) It is agreed that, if subsequent to the execution of this Agreement, Referral Partner finds that a conflict develops because of a relationship created or intended to be created between Referral Partner and any third party, Referral Partner shall immediately notify BTP who shall have the right, at its sole discretion, to terminate this Agreement on 24-hours notice. Upon exercise of such rights of termination, BTP's only obligation to Referral Partner shall be to make payment to Referral Partner in accordance with this 15. GENERAL (a) This Agreement shall be construed in accordance with the laws of the State of New York, without reference to its provisions regarding conflicts of laws. (b) This Agreement embodies the complete understanding of the parties and may be amended or modified only in a writing signed by both parties. There are no other Agreements or undertakings, written or oral, in effect between the parties relating to the subject matter hereof. (c) The waiver of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default. Any failure by either party to enforce any provision herein shall not be deemed a waiver of such provision, and any such provision shall be and remain in full force and effect. (d) Should any of the provisions of this Agreement be invalid, such invalidity will not affect the remaining provisions herein. The parties agree that they will replace an invalid provision with a new provision which closely approximates the lawful intent of the invalid provision. (e) Referral Partner shall not assign any of its rights, or delegate any of its duties or obligations hereunder without the prior written consent of BTP, which shall not be unreasonably held. Any subcontractors of Referral Partner shall be subject to BTP's prior written approval. BTP shall have the right to reject any subcontractor at any time in its sole discretion. Referral Partner shall be responsible for training and making payments to any approved subcontractor. This Agreement may be assigned by BTP in its sole discretion. (f) This Agreement shall be subject to, and the parties will perform their obligations hereunder in accordance with (i) all applicable

tariffs; (ii) all applicable existing and future laws; and (iii) all applicable rules and regulations of any governmental authority. (g) Referral Partner shall have no authority to bind, commit or otherwise sign any Agreement on behalf of BTP. (h) Referral Partner shall advise all prospective and actual customers of BTP products and Services that any sale of BTP products and Services is (i) subject to approval of BTP, and (ii) shall not be final and/or binding on BTP until such time that BTP accepts the sale into its order processing system. BTP reserves the right to reject any order submitted by Referral Partner. 16. NOTICES Except as otherwise provided in this Agreement, all notices required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by (i) registered or certified mail, postage pre-paid, return receipt requested, in any post office in the United States; (ii) by overnight courier or by hand delivery; (iii) by facsimile transmission, addressed as first written above and sent to the attention of the respective signatory hereto. IN WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN: REFERRAL PARTNER: By: Signature Name: Title: BUSINESS TECHNOLOGY PARTNERS, INC. By: Signature Name: Title:

Exhibit A (Table of Commissions Referral Partner Program) Type of Sale Each 1-year term TeraCare contract Commission on each qualifying 1-year contract will be payable upon payment by client of initial monthly service fees Each 2-year term TeraCare contract Commission 50% of the Monthly Recurring Charge (MRC) 100% of the MRC Commission on each qualifying 2-year contract will be payable as follows: 50% of initial monthly service fee upon receipt of initial client payment, thereafter, 50% upon receipt of client s payment on service fee for 13 th month. Each 3-year term TeraCare contract 200% of the MRC Commission on each qualifying 3-year contract will be payable as follows: 100% of initial monthly service fee upon receipt of initial client payment thereon; thereafter, 50% upon receipt of client s payment on service fee for 13 th month, with the remaining 50% payable upon receipt of client s payment on service fee for 25 th month. New Client Project-based Scope of Work in excess of $10,000 5% Total Gross Contract Value of Professional Services Note: Project-based commissions are payable (1) on the initial scope of work referred by the Referral Partner only, and are not eligible for additional commissions for so-called roll over work (i.e. for subsequent project engagements following the initial engagement scope of work), (2) on actual professional services rendered, and (3) on the first business day of the calendar quarter following BTP s receipt of a final balance payment due from the client under the subject scope of work. Sales of hardware or software are not eligible or the basis for payment of commissions.