THIS AGREEMENT (this "Agreement"), dated (as stored by the system when signed online), is by and among OneWayLimo.com Incorporated, a Delaware corporation with its principal place of business located at 46 Oliver Terrace, Shelton, Connecticut 06484, being referred to herein as "ONEWAYLIMO," and the undersigned limousine company, livery company, or transportation company whose principal place of business is set forth on the signature page of this Agreement ("Limousine Company").

OneWayLimo provides a service that allows consumers to purchase livery service at a price determined by OneWayLimo (the "OneWayLimo Service or Service"). The consumer identifies the pick-up and drop-off dates and locations for transportation as well as a minimal class of service the consumer is willing to purchase for. OneWayLimo then determines if it is able to fulfill the customer's request and, if it is able to do so, OneWayLimo issues a prepaid reservation to the customer aboard the applicable Limousine Company.

This Limousine Company desires to participate in the OneWayLimo Service and, in connection therewith, will provide OneWayLimo with unpublished fares subject to the Restrictions (defined herein) for select origin and destination pairs or zones ("O&D's") identified by the Limousine Company in accordance with the terms and conditions set forth in this Agreement.

OneWayLimo desires to include Limousine Company as a participating partner in the OneWayLimo Service and to have access to such unpublished fares in accordance with the terms and conditions set forth in this Agreement. Accordingly, this is not an exclusive arrangement.

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, the parties agree as follows:

I. LIMOUSINE COMPANY PARTICIPATION ELIGIBILITY

In order for a Limousine Company to participate with the OnewayLimo service, the Limousine Company must warrant that it meets the following criteria: (i) Proof of Insurance: The Limousine Company is required to hold full insurance policies mandated by its local and state authority and provide proof of such insurance to OneWayLimo. (ii) Licensing: The Limousine Company is required to hold full licensing, permits, and safety requirements as mandated by local, state, and federal laws. (iii) Email Promptness: The Limousine Company is required to check its email every twelve (12) hours. (iv) Locality Restrictions: The Limousine Company must be located within a one hundred (100) mile radius of its advertising territory. (v) Company Changes: The Limousine Company must notify OneWayLimo of any substantive changes within its company that may affect its relationship with OneWayLimo, including but not limited to, dissolution of the company, change of company name, change of company's contact info (address, email, and phone number), change of company's service area, and change of company's insurance providers and/ or policies.

OneWayLimo reserves the right to expel any Limousine Company from its service for reasons at OneWayLimo's discretion. Such reasons include, but are not limited to, (i) email unresponsiveness, (ii) unprofessionalism, (iii) consumer complaints, (iv) delinquency in payment, and (v) any breach of this agreement.

II. TICKET RESTRICTIONS AND RELATED MATTERS

1. Limousine Company shall make available unpublished fares to OneWayLimo for O&D's identified by the Limousine Company in accordance with the terms and conditions set forth in this Agreement. Unpublished fares provided to OneWayLimo must be issued in accordance with rules and restrictions provided to OneWayLimo from time to time. By way of example, unpublished fares on certain O&D's may require specific zone routings and / or be day specific. At all times during the term of this Agreement, the Limousine Company will control and determine the unpublished fares and levels of inventory provided to OneWayLimo. It is expressly understood and agreed that Limousine Company makes no commitment whatsoever regarding the level of inventory, number of O&Ds or the level of unpublished fares that will be provided to OneWayLimo.

2. All reservations issued by OneWayLimo for transportation by Limousine Company (each, a "ONEWAYLIMO RESERVATION") shall be subject to the following restrictions (the "RESTRICTIONS"):

a. All OneWayLimo Reservations will be non-refundable, non-endorsable and non- changeable;

b. All travel will be one-way;

c. Frequent traveler programs and upgrades will not be permitted; provided however Limousine Company may offer such benefits to the extent that it is not impractical to impose frequent travel restrictions on OneWayLimo Reservations;

d. OneWayLimo customers must agree to (i) accept a reservation on any participating Limousine Company; (ii) travel at any time up to arriving 2.5 hours early for a flight or 1 hour early for an event on the specified date of travel; and (iii) may have to wait up to 1 hour for pickup form time of arrival or ending of an event

e. All OneWayLimo Reservations and bookings shall be made without OneWayLimo customers specifying a preferred (or requested) Limousine Company;

f. All OneWayLimo Reservations require instant confirmation guaranteed with a major credit card if OneWayLimo is able to provide a reservation within the customer's requested location, class of service, departure and return date parameters; and

g. OneWayLimo Reservations are limited to no more than twelve persons traveling in the same itinerary.

III. ONEWAYLIMO.COM RESERVATIONS, BOOKINGS, PAYMENT AND FULFILLMENT

1. The Limousine Company will file open legs, unpublished fares and rules for OneWayLimo reservations with the computer reservation system ("CRS") used by OneWayLimo.

2. OneWayLimo will determine the price at which reservations are sold based on customer request received through the OneWayLimo Service.

3. All open legs and unpublished fares made available by the Limousine Company for sale through the OneWayLimo Service shall not be commissionable and shall be inclusive of any domestic federal transportation excise tax (if applicable). All such open legs and unpublished fares shall be exclusive of any domestic federal segment taxes, and any fuel surcharges, passenger facility, and/or security taxes or surcharges which, when applicable, must be added to the fare amount collected from the passenger and shown on the OneWayLimo reservation.

4. Upon locating an unpublished fare satisfying a OneWayLimo customer's ticket request, OneWayLimo shall immediately book the customer's reservation price against a valid credit card provided by the OneWayLimo customer.

5. In all OneWayLimo Reservation transactions, OneWayLimo will be the merchant of record and will pay all associated merchant credit card fees. All OneWayLimo reservations sold on the Limousine Company will be settled through electronic wire transfers.

6. Unless otherwise directed by a OneWayLimo customer, all OneWayLimo reservations issued on the Limousine Company will be issued electronically.

7. Subject to the provisions of Paragraph II.6 above, OneWayLimo will encourage its customers to accept electronic reservation receipts for all OneWayLimo Reservations by imposing an additional charge for the issuance of paper receipts and maintaining the issuance of electronic receipts as the default option on the OneWayLimo Service.

8. In the event that OneWayLimo is unable to fulfill a OneWayLimo reservations request from open legs and unpublished fares provided from the Limousine Company participating in the OneWayLimo Service, OneWayLimo reserves the right to sell reservations on the Limousine Company using published fares as reflected in CRSs, in accordance with the rules and conditions associated with such fares.

9. At the request of the Limousine Company, OneWayLimo will incorporate into the OneWayLimo Service a "hot link" to the designated Internet site of the Limousine Company; PROVIDED, HOWEVER, that OneWayLimo will have a reasonable period of time following any such request to accomplish any system changes, additions or enhancements necessary or appropriate for the inclusion of any such "hot link" and the Limousine Company agrees to hold OneWayLimo harmless for any damages that a third-party may incur while navigating within Limousine Company's designated Internet site.

10. Customers will pay one, single price that will be inclusive of all federal, state, and local taxes and fees. Limousine Company is solely responsible for paying all appropriate federal, state and local sales taxes and fees attributable to the service that the Limousine Company provides to OneWayLimo customers.

IV. ONEWAYLIMO TICKET ALLOCATION METHODOLOGY

All Limousine Companies participating in the OneWayLimo Service will be given the first opportunity to fill a customer reservation request based on a formula. If a participating Limousine Company fails to respond to a reservation request on its designated first look, then OneWayLimo will allocate the request through a second round of preferred looks, for each O&D requested (but excluding the participating Limousine Company that failed to fulfill the reservation request on the first look).

V. ONEWAYLIMO CUSTOMER SERVICE; JOINT MARKETING

1. OneWayLimo will provide twenty-four hour automated customer support services to all OneWayLimo customers through a toll-free number at the customer support center designated by OneWayLimo from time to time. The customer support center will be adequately staffed with personnel trained to take OneWayLimo reservations requests by phone and respond to all customer inquiries for related service and support.

2. OneWayLimo will use commercially reasonable efforts to ensure that its customer service representatives provide quality customer service and support to OneWayLimo customers in a prompt, reliable and courteous manner.

3. OneWayLimo will respond to OneWayLimo customer questions and issues pertaining to special handling requirements for OneWayLimo reservations including processing any special customer handling requirements in respect of OneWayLimo reservations issued on the Limousine Company.

4. For any OneWayLimo customer being picked up at an airport or other similar transportation hub, Limousine Company acknowledges and agrees that its drivers will wait a minimum of ninety (90) minutes past the scheduled pick up time to allow for unanticipated delays.

5. In the event that a driver refuses or becomes unable to pick up a OneWayLimo customer that has a confirmed booking ["No Show"], then the Limousine Company agrees to secure an alternative transportation service and incur any reasonable additional cost associated with the transport. The alternative transportation service must be of like or superior quality to the Limousine Company confirmed on the booking, and also must be a recognized participating Limousine Company who is in good standing with OneWayLimo.

6. In the event of a No Show, the Limousine Company agrees to use best efforts to secure alternate transportation pursuant to the preceding paragraph. In the event Limousine Company is unable to secure alternate transportation and customer or OneWayLimo is forced to secure alternate transportation, then Limousine Company agrees to reimburse OneWayLimo or the customer for any and all reasonable associated costs event if those costs exceed the original booking.

VI. CONFIDENTIALITY

1. OneWayLimo and the Limousine Company will each hold in confidence and, without the prior written consent of the other, will not reproduce, distribute, transmit, transfer or disclose directly or indirectly, in any form, by any means or for any purpose, any Confidential Information of the other party. As used herein, the term "CONFIDENTIAL INFORMATION" shall mean this Agreement and its subject matter, and proprietary information that is provided to or obtained from one party to the other party including any information which derives economic value, actual or potential, from not being generally known to, and not generally ascertainable by proper means by, other persons, including the open leg inventory levels or unpublished fares provided by the Limousine Company to OneWayLimo pursuant to this Agreement. The recipient of Confidential Information may only disclose such information to its employees on a need-to-know basis.

2. The obligations of a recipient party with respect to Confidential Information shall remain in effect during and after the term of this Agreement (including any renewals or extensions hereof) and for a period of five (5) years thereafter, except to the extent such data:

a. is or becomes generally available to the public other than as a result of a disclosure by the recipient, or its directors, officers, employees, agents or advisor;

b. becomes available to the recipient on a non-confidential basis from a source other than the disclosing party or its affiliated companies, provided that such source is not bound by any confidentiality obligations to the disclosing party or its affiliated companies (as applicable);

c. is necessary to comply with applicable law or the order or other legal process of any court, governmental or similar authority having jurisdiction over the recipient;

VII. PROPRIETARY MARKS

During the term of this Agreement neither OneWayLimo nor the Limousine Company shall use the other party's trademarks, trade names, service marks, logos, emblems, symbols or other brand identifiers in advertising or marketing materials, unless it has obtained the prior written approval of the other party. The consent required by this Paragraph VI shall extend to the content of the specific advertising or marketing items as well as the placement and prominence of the applicable trademark trade name, service mark, logo, emblem, symbol or other brand identifier of the other party. OneWayLimo or the Limousine Company, as applicable, shall cause the withholding, discontinuance, recall or cancellation, as appropriate, of any advertising or promotional material not approved in writing by the other party, that differs significantly from that approved by the other party, or that is put to a use or used in a media not approved by the other party.

VIII. REPORTING; AUDIT RIGHTS

1. OneWayLimo will provide monthly reports in a format designated by OneWayLimo summarizing (i) information concerning each reservation issued by OneWayLimo on the Limousine Company; (ii) aggregate information (i.e. not specific to Limousine Company) for all reservations issued by OneWayLimo in each O&D that Limousine Company participates; and (iii) aggregate information for all OneWayLimo reservations from customers not ticketed in each O&D that the Limousine Company participates.

2. OneWayLimo will provide to the Limousine Company an annual statement by OneWayLimo's independent accounting firm or other qualified third-party concerning OneWayLimo's compliance with the OneWayLimo Reservations Allocation Methodology specified in Section III and all reporting obligations required by this Agreement.

3. The Limousine Company may, upon reasonable notice to OneWayLimo and during normal business hours, audit the financial books and records of OneWayLimo and the information specified in Sections VII.I and 2. Any such audit shall be at the sole cost and expense of the Limousine Company and shall be conducted in a manner that does not unduly disrupt or interfere with the normal business operations of OneWayLimo.

IX. TERM OF AGREEMENT

1. Subject to the provisions of this Paragraph VIII, this Agreement will commence on the date set forth on the first page of this Agreement (the "Commencement Date") and will continue for a period of ten (10) years thereafter. Notwithstanding the foregoing, the Limousine Company may terminate this Agreement for any reason whatsoever after the third anniversary of the Commencement Date upon 180 days' prior written notice of termination delivered to OneWayLimo. The Limousine Company may terminate this Agreement at any time after the Commencement Date in the event of a change of control of OneWayLimo, other than a change of control resulting from an initial public offering of shares of OneWayLimo capital stock.

2. Any party may terminate this Agreement at any time after the Commencement Date if another party is in material breach of its obligations hereunder and has failed to fully cure such breach within thirty (30) days following its receipt of notice of such breach.

3. The obligations of the parties under Paragraphs V and IX of this Agreement shall indefinitely survive the expiration or any termination of this Agreement.

4. In the event of written notice of termination of this Agreement in accordance with the terms of this Paragraph VIII, all OneWayLimo reservations issued on the Limousine Company prior to the effective date of termination specified in such notice will be honored by the Limousine Company under the terms of this Agreement.

X. INDEMNIFICATION

1. OneWayLimo will indemnify, defend and hold harmless the Limousine Company, its officers, directors, employees and agents, from and against all damages, losses and causes of action including, without limitation, damage to property or bodily injury, to the extent caused by OneWayLimo's breach of this Agreement or by the negligence or willful acts of the party or any of their respective employees or agents.

2. The Limousine Company is responsible for the safety and well being of all One Way Limo customers. Limousine Company will indemnify, defend and hold harmless OneWayLimo and their respective its officers, directors, employees and agents from and against all damages, losses and causes of action including, without limitation, damage to property or bodily injury, to the extent caused by the Limousine Company's breach of this Agreement or by the negligence or willful acts of the Limousine Company or any of its employees or agents.

XI. NO EXCLUSIVE

The relationship by and among the Limousine Company and OneWayLimo as set forth in this Agreement, shall be non-exclusive. As such, the Limousine Company may participate in other programs similar to the OneWayLimo Service.

XII. GENERAL PROVISIONS

1. No waiver or breach of any of the provisions of this Agreement shall be construed as a waiver of any succeeding breach of the same or any other provision.

2. If any paragraph, sentence or clause of this Agreement shall be adjudged illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of this Agreement as a whole or of any paragraph, sentence or clause hereof not so adjudged.

3. Any notice required or permitted hereunder shall be deemed sufficient if given in writing and delivered personally, by facsimile transmission, by reputable overnight courier service or United States mail, postage prepaid, to the addresses shown below or to such other addresses as are specified by similar notice, and shall be deemed received upon personal delivery, upon confirmed facsimile receipt, two (2) days following deposit with such courier service, or three (3) days from deposit in the United States mails, in each case as herein provided:

A party may change its address and the name of its designated recipient of copies of notices for purposes of this Agreement by giving the other parties written notice of the new name and the address, phone and facsimile number of its designated recipient in accordance with this Paragraph XI (3).

4. This Agreement and the Attachments hereto supersede and replace all previous understandings or agreements, whether oral or written, with respect to the subject matter hereof. The captions in this Agreement are for convenience only and do not alter any terms of this Agreement.

5. This Agreement may be amended or modified only by a written amendment executed by the parties.

6. The internal laws of the State of Connecticut shall govern the formation, construction, performance and validity of this Agreement. Each party agrees that any civil suit or action brought against it as a result of any of its obligations under this Agreement may be brought against it either in the state or federal courts of within the State of Connecticut and irrevocably waives, to the fullest extent permitted by law, any objections that it may now or hereafter have to the laying of the venue of such civil suit or action and any claim that such civil suit or action has been brought in an inconvenient forum, and each party further agrees that final judgment in any such civil suit or action shall be conclusive and binding upon it and shall be enforceable against it by suit upon such judgment in any court of competent jurisdiction.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original, and together, shall constitute one and the same instrument. Execution may be effected by delivery of facsimiles of signature pages (and the parties shall follow such delivery by prompt delivery of originals of such pages).

8. No party will in any manner or by any device, either directly or indirectly, acts in violation of any applicable law, governmental order or regulation. OneWayLimo shall comply at all times with the provisions of transportation tariffs.

9. OneWayLimo agrees to notify the Limousine Company promptly, in writing, in the event there is a change of control in the ownership of OneWayLimo. For purposes of this Agreement, a "change of control" with respect to a party means (i) the acquisition by any other person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act except an employee group of such party, any of its subsidiaries or a holding company of such party), of the beneficial ownership of securities representing 20% or more of the combined voting power of the securities entitled to vote generally in the election of the board of directors of such party, or (ii) the sale, mortgage, lease or other transfer of assets or earning power constituting more than 50% of the assets or earning power of such party (other than ordinary course financing); PROVIDED that in no event shall a "change of control be defined to include (i) an initial public offering of shares of a party's capital stock, (ii) the formation by a party of a holding company, or (iii) an intra-corporate transaction with a company under common control with a party.

10. No party hereto shall assign or transfer or permit the assignment or transfer of this Agreement without the prior written consent of the other parties.

11. This Agreement shall not be deemed to create any partnership or joint venture between the Limousine Company and OneWayLimo, nor to create any rights in favor of any person or entity other than the parties hereto. This Agreement is for the sole benefit of the parties and nothing herein expressed or implied shall give or be construed to give any other person any legal or equitable rights hereunder.

12. NO PARTY WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES, LOST PROFITS, OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, RISING FROM THIS AGREEMENT OR ANY BREACH HEREOF.

13. THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS NOT PERFORMED IN ACCORDANCE WITH THE TERMS HEREOF AND THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT.

13. Each party has participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement

14. In the event that either party hereto is prevented from fulfilling any of its obligations under this Agreement for a period not exceeding one hundred twenty (120) consecutive days for a reason beyond its control, including, but not limited to, strikes, lockouts, work stoppages or other labor disputes, riots, civil commotions, acts of God, fire, flood and other weather-related reasons, governmental action or directive (a "FORCE MAJEURE EVENT"), such party shall not, by reason of being so prevented, be in breach of this Agreement and such condition shall not be cause of termination by the other party. If a Force Majeure Event continues for a period in excess of one hundred twenty (120) consecutive days as to one party which prevents that party from fulfilling in any material way its obligations under this Agreement to the other party, the other party shall have the right to terminate this Agreement upon thirty (30) days' advance written notice to the other party.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on the date indicated online as stored with participating limousine companies profile.