Interactive XL, Inc. Independent Representative Agreement Terms and Conditions
For purposes of these Terms, Interactive XL, Inc., Inc., its parents, subsidiaries and affiliates shall be referred to as "Interactive XL, Inc.".
1. I, the undersigned Applicant, affirm that I am of legal age in the state of execution of this Agreement.

2. I understand that this Agreement is not binding until received and accepted by Interactive XL, Inc.. I agree to timely pay for any products,
materials, services or other items that I purchase from Interactive XL, Inc.. In the event that I am delinquent with respect to such payments,
I acknowledge that Interactive XL, Inc. may offset such debt from any monies owing to me under its Compensation Program.

3. I agree that I am an IR responsible for my own business and not an agent, legal representative or employee of Interactive XL, Inc. or any party
with whom Interactive XL, Inc. transacts or contracts business. I agree that I will not be representing in any manner, that I am an agent,
representative, legal representative or employee of Interactive XL, Inc. or any party with whom Interactive XL, Inc. transacts or contracts business and
will not be treated as an employee for purposes of any federal, state or local statute, regulation, ordinance or other law.

4. Either Party may terminate this Agreement for any reason, at any time, by giving five (5) days prior written notice at its address of record.
Interactive XL, Inc. may immediately terminate this Agreement pursuant to its Policies and Procedures or in the event that I breach any part of this
Agreement.  In the event that Interactive XL, Inc. terminates said Agreement, no further commissions or compensation shall be paid to IR.

5. I acknowledge that as an IR, I am not guaranteed any income nor am I assured any profits or success, and I certify that no claims of
guaranteed profits or representations of expected earnings that might result from my efforts as an IR have been made by Interactive XL, Inc. or
my sponsor. In this connection, I shall not represent directly or indirectly that any person may, can or will earn any stated gross or net amount
nor that sponsorship of other IRs is easy to secure or retain or that substantially all IRs will succeed. Existing Members who have enrolled and are

active prior to June 06, 2008 may remain at the $25.00 monthly plan.  There is no requirement to upgrade to a higher plan.  Members may upgrade

to a higher plan prior to July 31, 2008. Maximum earning potential is limited as follows: $25.00 plan - $1,500/week, STANDARD PLAN - $18,000/week,

and PREMIUM PLAN - $50,000/week.

6. I understand that Interactive XL, Inc. offers various services in different markets and, based on business conditions, certain services or the markets
where the services are offered may change from time to time without notice. Further, I understand that Interactive XL, Inc. strongly recommends the
marketing of all available services by IRs to their prospective customers.

7. I acknowledge that my IR relationship is with Interactive XL, Inc. and not with any carrier, supplier, or service provider with whom Interactive XL, Inc. transacts
or conducts business.

8. In the process of selling or otherwise promoting the products or services that Interactive XL, Inc. markets, I agree that I, as an IR, will operate in a lawful,
ethical and moral manner and I agree to make no false or misleading statements regarding the various relationships between Interactive XL, Inc., the said
carrier/supplier/service provider(s) or me and the products or services. I agree not to recruit new IRs on the basis of promoting the sale of any one
service offered by Interactive XL, Inc. and that I shall follow the company's recommended practices of promoting and selling all services. I specifically
acknowledge that I shall not engage in the slamming of a customer.

9. I understand that during any investigation by Interactive XL, Inc. with respect to my breach of this Agreement and/or Interactive XL, Inc.'s Policies and Procedures,
my distributorship may be suspended by Interactive XL, Inc. and any payments which may be otherwise owing to me shall be escrowed until final resolution
has been achieved. I acknowledge that in the event of my violation of this Agreement and/or Interactive XL, Inc.'s Policies and Procedures my distributorship
rights may be terminated without further receipt of commissions or payments of any kind.

10. I agree to keep accurate records and shall not engage in or perform any misleading, deceptive or unethical practices. I further agree to abide by all
federal, state and local laws and regulations governing the sale or solicitation of the products and services marketed by Interactive XL, Inc. and/or its
carrier/supplier/service provider(s), including but not limited to, any and all permits and licenses required to perform under this Agreement.

11. Neither Interactive XL, Inc. nor any Internet carrier/supplier/service provider companies with whom Interactive XL, Inc. transacts or contracts business shall be
liable under any circumstances for any damage or loss of any kind, including indirect, special, punitive, compensatory, or consequential damages, losses
or profits which may result from any cause, including but not limited to, breach of warranty, delay, act, error or omission of Interactive XL, Inc. or any
carrier/supplier/service provider(s), or in the event of discontinuation or modification of a product or service by Interactive XL, Inc. or its
carrier/supplier/service provider(s). I understand that the obligations of Interactive XL, Inc. and/or its carrier/supplier/service provider(s) are limited to
the performance of best efforts to process customer orders for acceptance and approval of requested services.

12. I understand that as an IR, I am free to select my own means, methods and manner of operation and that I am free to choose the hours
and location of my activities under this Agreement, subject only to the terms of this Agreement and all Interactive XL, Inc. Policies and Procedures.

13. I acknowledge that Interactive XL, Inc. markets products and services to end customers at rates established by Interactive XL, Inc. or its
carrier/supplier/service provider(s) from time to time and that those products, services and rates shall be subject to change without prior notice.

14. I acknowledge that I am responsible for supervising and supporting Independent Representatives of my downline. I agree to maintain regular
communication in support of my downline representatives through verbal and written communications.

15. Interactive XL, Inc. shall periodically make various sales literature, promotion materials, training and other products or services available. I, however,
am under no obligation to purchase any quantities of those materials or services at any time. Rather, I will have the option to order and purchase
any materials or services, which I may choose. If I choose to purchase such materials then I may return any unused, unopened and currently
marketable items for up to one year and receive a refund of 90% of the purchase price. I will incur the cost of shipping said materials to Interactive XL, Inc..

16. I acknowledge that I have the right to sign up as many personal customers as I wish. For each personal customer signed, I will receive a
commission each month from my personal customers' usage payments and from my network of IRs in accord with the currently valid Interactive XL, Inc.
Compensation Plan. Interactive XL, Inc. reserves the right to vary or change eligibility as set out in the compensation plan. Any other payments I receive
will be based upon fulfilling certain terms of qualification as set forth by the Interactive XL, Inc. Compensation Plan. I agree that as an Interactive XL, Inc. Sales
Representative, I shall place primary emphasis upon the sale of products and services to non-distributor customers as a condition of my receipt of
commissions. Under certain circumstances, commission rates may be adjusted for promotional products or negotiated pricing. I agree that any
payments made to me by Interactive XL, Inc. in check form that remain un-cashed by me after three (3) months from the date on the check are forfeited
by me and thereafter are the property of Interactive XL, Inc..

17. I agree to indemnify and hold Interactive XL, Inc., its shareholders, directors, officers and employees harmless from any and all claims, damages, and
expenses, including any attorney's fees, arising out of my actions or conduct in violation of this Agreement. In the event a dispute shall arise between
myself and Interactive XL, Inc. as to our respective rights, duties and obligations arising out of or relating to this Agreement, and the Policies and Procedures
of Interactive XL, Inc. it is agreed that such disputes shall be exclusively resolved through binding arbitration before the American Arbitration Association
pursuant to the Commercial Rules of Arbitration. The arbitration shall be held in Phoenix, Arizona before a panel of three arbitrators, each side choosing
one and then the two choosing the third. All claims hereunder must be brought within two (2) years of the date on which the facts or circumstances
giving rise to the claim are alleged to have happened. Arizona law shall apply to the resolution of the dispute unless otherwise agreed in writing. The
award of the arbitrator shall be final and may be entered in any court of competent jurisdiction. This provision shall not restrict Interactive XL, Inc. from seeking
preliminary or permanent injunctive relief in any court of competent jurisdiction.

18. I acknowledge that I have received the Interactive XL, Inc. Policies and Procedures. I understand and agree that the Policies and Procedures are binding
upon me. I further acknowledge that Interactive XL, Inc. fully reserves its right to modify this Agreement, the Interactive XL, Inc. Policies and Procedures and its
Compensation Plan at any time by providing me with written notification or verbal communication through the Interactive XL, Inc. website
(www.Interactive XL, Inc.inc.com) or such modifications through other written or verbal communication from Interactive XL, Inc.. For purposes of this Agreement,
my address as indicated on this Agreement shall be deemed to be my correct address unless and until written notification of a change of address is
provided by me to Interactive XL, Inc..

19. I acknowledge that this Agreement, the Compensation Plan and the Interactive XL, Inc. Policies and Procedures incorporated herein by references
constitute the entire Agreement between the parties hereto and shall not be modified or amended except as described in item 18 above. This
Agreement shall be binding upon and inure to the benefit of heirs, successors and permitted assigns of the parties hereto. If any provision of the
Agreement is determined by any authority of competent jurisdiction to be invalid or unenforceable in part or in whole for any reason whatsoever,
the validity of the remaining provision or portions thereof shall not be affected thereby.

20. I acknowledge that the Compensation Plan is based on current products Interactive XL, Inc. is marketing and is subject to change without notice.

23. During the term of the Independent Representative Agreement, representatives may not, directly or indirectly, sell to or solicit products/Internet
services or other products or services offered by Interactive XL, Inc. through any person or entity other than that specifically designated or approved in
writing by Interactive XL, Inc.. Independent Representatives shall not, during their relationship with Interactive XL, Inc. and for a period of one (1) year thereafter,
directly or indirectly, divert, entice, knowingly call upon, sell or solicit, take away or move any customer of Interactive XL, Inc. or its carrier/supplier/service
provider(s), whether or not the Independent Representative originally procured or brought such customer to Interactive XL, Inc. (such activities are collectively
referred to herein as 'Solicitation'). All customers solicited by Independent Representatives on behalf of Interactive XL, Inc. and its carrier/supplier/service
provider(s) are deemed to be customers of Interactive XL, Inc. or its carrier/supplier/service provider(s) and not of its Independent Representatives.
Independent Representatives understand that such non solicitation prohibition shall be strictly enforced and that Interactive XL, Inc.'s carrier/supplier/service
provider(s) shall be a third party beneficiary of this prohibition as well as any proprietary and confidential information provided to Interactive XL, Inc. which in
turn is received by Independent Representative. Further, during the term of the Independent Representative Agreement and for a period of one (1)
year thereafter, representatives may not enter into a direct marketing relationship with any carrier/supplier/service provider of Interactive XL, Inc.. During the
term of this Agreement and for a period of one (1) year thereafter, Interactive XL, Inc. Independent Representatives may not solicit an Interactive XL, Inc.
Independent Representative, whether active, inactive, individual or entity to participate in a network marketing program offered by any other company,
regardless of whether or not such network marketing company offers competing products or services. Violation of this covenant and condition will
result in forfeiture of all distributorship rights, including all current and future commissions, bonuses and payments of any kind.


**************************NOTICE OF CANCELLATION*****************************
I may cancel this transaction, without penalty or obligation, for a full refund, within ten (10) business days from the date of
this Agreement, exclusive of the date of signing or if processed electronically the date this Agreement is submitted to Interactive XL, Inc.
for processing. I understand that if I cancel after the ten (10) day period, I am not entitled to a full refund. This limitation is not
applicable in Georgia or is superceded by any state law. If I cancel within the ten (10) business days from the date of this Agreement,
any payments made by me under this Agreement and any instrument executed by me will be returned within fifteen (15) business
days following receipt by Interactive XL, Inc. of my Cancellation Notice. If I cancel, I must make any literature or materials I have received
available for return to Interactive XL, Inc. in substantially as good condition as when received. To cancel this Agreement, I must mail, via
registered or certified mail, return receipt requested, or deliver personally to Interactive XL, Inc. a signed, dated copy of a Notice of Cancellation,
or send an email to: Interactive XL, Inc., Inc., 15550 N. 84th Street, Suite 105, Scottsdale AZ85260. Where applicable state law on cancellation
is inconsistent with Interactive XL, Inc. policy, such state law shall be in force. I hereby apply to become an Independent Representative for
Interactive XL, Inc., Inc. (Interactive XL, Inc.) and have carefully read and agree to abide by all terms and conditions of this Agreement, the
Compensation Plan and the Policies and Procedures which are incorporated by reference herein.

Yes, I have read and agree to Interactive XL, Inc.'s Policy and Procedures and want to become an Independent Representative.

No, I don't want to become an Independent Representative





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