DAVINCI Unified Communications

WHOLESALE AGREEMENT

THIS WHOLESALE AGREEMENT, ("hereinafter referred to as "Agreement") entered into by and between Davinci Virtual , Inc. (hereinafter referred to as "Davinci Virtual" or "Company"), and the undersigned, ***FIRST NAME + LAST NAME*** (hereinafter referred to as "Wholesaler").

WITNESSETH WHEREAS, Davinci Virtual has developed technology, including equipment, software and documentation relating thereto, which is capable of providing communications processing capabilities including automated call routing, voicemail and electronic fax, long distance services, live answering services, appointment scheduling, outbound calling and call screening (collectively, the "Virtual Communications Services" or "Services" or "Davinci Virtual Services");

WHEREAS, Davinci Virtual and Wholesaler desire that Wholesaler shall be engaged as an independent contractor to market Virtual Communications Services on behalf of the Company for the period and pursuant to the conditions hereinafter specified and whereas the Wholesaler hereby agrees to offer Davinci Virtual Services on an exclusive basis in its business center locations , meaning that the Wholesaler shall not sell products or services that directly compete with those offered by Davinci Virtual which includes, at a minimum, not offering or representing a company that provides Virtual Communications Services in said territories.

NOW, THEREFORE, for and in consideration of the promises and mutual covenants, rights, and obligations herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. RESPONSIBILITIES OF WHOLESALER. Wholesaler shall have the following responsibilities and hereby agrees as follows:

a. The Wholesaler shall represent the Company, its products and services with a high degree of integrity, professionalism and skill so as to insure that the Wholesaler helps to maintain Company's good standing and reputation and assist the Company to the best of its ability in providing a high level of customer retention and satisfaction.

b. The Wholesaler shall diligently and responsibly promote and sell the Services on behalf of Davinci Virtual, offering only such products and quoting only such prices as have been approved in advance in writing by Davinci Virtual and using only Davinci Virtual promotional literature or other such materials that have received the prior approval of Davinci Virtual. Davinci Virtual reserves the right at any time to modify, alter, improve, change or discontinue any or all of the Services, its rate plans or the terms and conditions of Service. Davinci Virtual shall provide Wholesaler with ninety (90) days prior written notice of any price changes. Wholesaler has right to cancel this Agreement when the ninety (90) day notice of price change is received upon no less than sixty (60) days prior written notice to Davinci Virtual.

c. Wholesaler shall, for a period of ninety (90) days following the termination or expiration of this Agreement, cooperate and render all reasonable assistance to Davinci Virtual's officers, wholesalers and employees to preserve the highest quality customer relationship possible while preserving the economic benefits under this agreement.

d. Wholesaler agrees to provide Davinci Virtual with a forecast on a quarterly basis estimating the number of subscribers it anticipates will sign up for the Services during the following quarter. The first such forecast shall be provided to Davinci Virtual within thirty (30) days after the effective date of this Agreement. Davinci Virtual may require that Wholesaler guarantee some level of revenue prior to its allocating resources to meet the subscriber traffic totals forecast.

e. Wholesaler is responsible for all end-user billing, collections, and customer service and will be solely responsible for any and all claims, actions, suits or damages arising out of or related thereto.

f. Wholesaler agrees to accept charge schedules as set forth under Exhibit A, and pay Davinci Virtual accordingly within 15 days of each invoice.

g. Wholesaler warrants that it will comply with all applicable laws, rules and regulations as well as then current Davinci Virtual's privacy policy as set forth on Davincivirtual.com. Further Wholesaler warrants that its agreement with its Customers to whom it resells the Services will be substantively equivalent to the then current Davinci Virtual Terms of Service as set forth on Davincivirtual.com.

h. Wholesaler shall execute and be bound by the terms and conditions of the Confidentiality and Non-Disclosure Agreement attached hereto as Exhibit B, which is incorporated herein by reference.

i. Wholesaler shall not use Company's trademarks or trade names in any manner except as authorized in writing in advance by Company. Wholesaler shall discontinue such use immediately upon termination or expiration of this Agreement.

j. Wholesaler hereby indemnifies, protects and holds Davinci Virtual, its employees, officers, directors and affiliates harmless from and against any claim, loss (including, without limitation, lost revenues or profits), damage (including, without limitation, consequential damage, indirect damage and incidental damage), cost (including, without limitation, court costs and attorneys' fees) expense or liability suffered ("Claim"), incurred or sustained by Wholesaler or any third party from any cause arising from or in any way related to this Agreement, including, but not limited to, damages claimed as a result of (i) Wholesaler or any third party's negligence or willful misconduct; (ii) breach by Wholesaler of any term of this Agreement; (iii) any temporary or permanent failure of some or all of the Services that are the subject of this Agreement, or (iv) Davinci Virtual's decision to terminate a contract with a Customer.

2. RESPONSIBILITIES OF DAVINCI VIRTUAL. Davinci Virtual shall have the following responsibilities:

a. Davinci Virtual shall maintain records indicating accounts secured by Wholesaler and the services and or products (including rates and charges) provided to said customers.

b. Davinci Virtual will make reasonable effort to provision Automated Communications and/or Live Receptionist (if applicable) accounts within 2 business days of a request, once the request is made and complete and accurate setup information has been provided to Davinci Virtual.

c. Davinci Virtual will provide administrative support personnel to Wholesaler.

d. Davinci shall, for a period of ninety (90) days following the termination or expiration of this Agreement, cooperate and render all reasonable assistance to Wholesaler's officers and employees to preserve the highest quality customer relationship possible while preserving the economic benefits under this agreement.

e. Davinci Virtual will provide a monthly accounting report of North American Long Distance, International Long Distance (if applicable) and Live minute usage (if applicable) to Wholesaler, in a format to be mutually agreed upon in writing between the parties.

f. Davinci Virtual will provide its standard tier 2 customer service to authorized personnel at the Wholesaler company. No direct end-user support will be provided.

g. During the term of this Agreement only, Davinci Virtual shall allow Wholesaler to conditionally use Company's name and logo on sales brochures and other advertising material for the sole purpose of advertising the Services, provided Wholesaler obtains Company's prior written approval in each instance of the form and content of all printed material before circulating any such material to the public. Company, in its sole discretion, may provide certain advertising materials to Wholesaler. Any such request for additional advertising materials may be billed to Wholesaler at Company's cost.

h. Davinci Virtual hereby indemnifies, protects and holds Wholesaler, its employees, officers, directors and affiliates harmless from and against any claim, loss (including, without limitation, lost revenues or profits), damage (including, without limitation, consequential damage, indirect damage and incidental damage), cost (including, without limitation, court costs and attorneys' fees) expense or liability suffered ("Claim"), incurred or sustained by Davinci Virtual or any third party from any cause arising from or in any way related to this Agreement, including, but not limited to, damages claimed as a result of (i) Davinci Virtual or any third party's negligence or willful misconduct; (ii) breach by Davinci Virtual of any term of this Agreement; (iii) any temporary or permanent failure of some or all of the Services that are the subject of this Agreement, or (iv) Wholesaler's decision to terminate a contract with a Customer.

3. WARRANTY; LIMITATION OF LIABILITY. WHOLESALER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, DAVINCI VIRTUAL MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, CONCERNING ITS FACILITIES, PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER DAVINCI VIRTUAL NOR ANY COMPANY AFFILIATED WITH DAVINCI VIRTUAL NOR THE DIRECTORS, OFFICERS OR EMPLOYEES OF DAVINCI VIRTUAL OR ANY AFFILIATED COMPANY SHALL BE LIABLE TO WHOLESALER OR ANY THIRD PARTY EXCEPT AS SET FORTH HEREIN. DAVINCI VIRTUAL'S SOLE LIABILITY TO WHOLESALER AND WHOLESALER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM RESLLER MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED PAYMENT TO WHOLESALER OF THE AMOUNT PAID OR PAYABLE TO WHOLESALER FOR THE NINETY (90) DAYS PRIOR TO THE DATE THE CLAIM AROSE.

4. TERM & TERMINATION; SURVIVAL.

a. The Term of this Agreement shall commence upon execution hereof by an authorized representative of Davinci Virtual and shall continue for twelve (12) months from such date, unless terminated in accordance herewith. This Agreement will be extended at the end of each twelve (12) month term for an additional twelve (12) month term unless written notification of termination is received from Wholesaler ninety (90) days before the beginning of the renewal term. Davinci Virtual may terminate this Agreement at any time upon ninety (90) days prior written notice to Wholesaler.

b. If eighter party is convicted of a felony, becomes a party to any proceeding under the U.S. Bankruptcy Court, is placed into guardianship or conservatorship by court order which is not rescinded within thirty (30) days, or performs any act or omission detrimental to the business of eighter party or its relationship with one or more of its customers, carriers or vendors, then the other party shall have the right to immediately cancel this Agreement.

c. Both parties agree that any provision of this Agreement which by its sense or nature should be deemed to survive termination or expiration of this Agreement shall so survive.

5. RIGHTS OF INJUNCTIVE RELIEF. Each party acknowledges that irreparable injury might be caused to the other party in the event of unauthorized use of the other party's confidential or proprietary information or in the event of a violation of the non-competition provisions of this Agreement and the parties hereby agree that preliminary and permanent injunctive relief may be appropriate in the event of such a breach of this Agreement.

6. NOTICES. Notices and other communications from or to a party to this Agreement shall be deemed received by the other party if delivered in person to the offices of the receiving party or three (3) business days after deposit in the United States mail as first class mail, postage prepaid, addressed as follows:

Davinci Virtual, LLC Attention: William Grodnik 2150 South 1300 East, Suite 350 Salt Lake City, UT 84106

***COMPANY NAME*** Attention: ***FIRST NAME + LAST NAME*** ***ADDRESS*** ***CITY***, ***STATE*** ***ZIP***

7. ASSIGNABILITY. Wholesaler may not assign this Agreement without the prior written consent of Davinci Virtual.

8. INDEPENDENT CONTRACTOR. Wholesaler shall transact its business as an independent contractor. Wholesaler recognizes and acknowledges that as an independent contractor it must provide its own insurance, such as business liability, health, disability, automobile, etc. Wholesaler is not entitled to reimbursement of any business expenses. Wholesaler will be entitled to receive only the discounts as specified in Exhibit A to this Agreement and no other form of remuneration in any manner. As an independent contractor, Wholesaler is responsible for complying with the applicable state and federal laws governing its obligation to pay any and all taxes.

9. AMENDMENT AND WAIVER. No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by all the parties hereto. The failure of any party hereto to enforce at any time any provision of this agreement shall not be construed to be a waiver of such provision, nor in any way effect the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this agreement shall be held to constitute a waiver of any other or subsequent breach.

10. HEADINGS. The captions, headings and the table of contents appearing in this Agreement have been inserted solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

11. SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement unless the consummation of the transaction contemplated hereby is adversely affected thereby.

12. GOVERNING LAW AND JURISDICTION. This Agreement takes effect upon its acceptance and its execution by Davinci Virtual, shall be deemed made and entered into within the State of Utah and shall be interpreted, construed and governed under the substantive and procedural laws of the State of Utah, which laws shall also prevail in the event of any conflict of law. It is further agreed that the venue of any action or suit arising out of or related to this Agreement shall be subject to the sole jurisdiction of the state and federal courts in Salt Lake City, Utah.

13. CONFIDENTIALITY. The Wholesaler agrees that it shall not disclose the terms and/or conditions of this Agreement and that any and all knowledge gained through its association with Davinci Virtual, including but not limited to, its services, rates, products, promotions, methods of doing business, and customer names and relationships shall be Davinci Virtual's Confidential Information and subject to the terms of Exhibit B. Further the confidentiality obligations set forth in Exhibit B shall extend to the release of any rate information to other carriers and resellers whether directly or indirectly through Wholesaler's customers or associates.

14. FORCE MAJEURE. Neither party shall be liable for any loss or damage of for any delay or failure in performance due to acts beyond the control of such party that it could not reasonably anticipate and take action to avoid or mitigate. Such acts shall include, by way of example but not by way of limitation acts of God, war (including civil war), acts of any state or government, utility failures, fires, floods, explosions, the elements, epidemics, quarantine restrictions, lockouts, failure of a telecommunications or power carrier to provide adequate service, strikes, blackouts, plant shutdowns, material shortages due to petroleum and natural gas shortages, embargoes, delays in transportation or delays of supplies or subcontractors for like causes, or regulations, ordinances, or other regulatory, administrative or government acts or measures which hereinafter prescribe or substantially restrict the lawful performance of duties and obligations arising under this Agreement. In the event of any such causes, the affected party will immediately inform the other party of the circumstances creating the delay or expected to create the delay and provide a statement of impact.

15. ENTIRE AGREEMENT. This Agreement (and the Exhibits attached hereto) forms the entire understanding between the parties with regard to its subject matter, and there are no other terms, conditions and understandings between the parties with regard to the provisions hereof.

Wholesaler: _______________________________________ _______________ Signature Date __________________ ________________ Business Name Federal Tax I.D.# Street Address: City, State, Zip: Business Tel.# Home Tel.# Fax Tel. # Davinci Virtual, LLC. BY:___________________________ _________________________ _____________ Authorized Davinci Virtual Officer Name: Date:

Exhibit "A" – Wholesaler Charges

TERM AGREEMENTS

Wholesaler Costs

Initial Fees: None

Wholesale Packages and related net pricing per month:

Virtual Office Attendant (incl. 100 auto minutes): $29.95 per individual account (Wholesale Price)

Overage Charges: Applicable per minute rates for overage use beyond package allowance:

Auto – North American Long Distance Minutes and Fax usage - $0.06 per minute/page, billed in 1 minute increments

Exhibit "B" – Confidentiality and Nondisclosure Agreement

This Confidentiality and Nondisclosure Agreement is made and entered into as of between Davinci Virtual, LLC a Utah corporation ("Davinci Virtual") and ______________________ a _______corporation.

1. Purpose. The parties wish to enter into this Confidentiality and Nondisclosure Agreement and each party (the "disclosing party") may disclose to the other (the "receiving party") certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.

2. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation at or prior to the time of disclosure. Confidential Information shall include without limitation technical data, trade secrets and know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customer information, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets and other business information. Confidential Information may also include information disclosed to a disclosing party by third parties. Further, Wholesaler agrees that (i) the terms and/or conditions of this Agreement; (ii) any and all knowledge gained through its association with Davinci Virtual, including but not limited to, its services, rates, products, promotions, methods of doing business, and customer names and relationships; and (iii) any rate information shall be the Confidential Information of Davinci Virtual. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party in violation of this Agreement; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by the receiving party's documents or other competent evidence in the receiving party's possession.

3. Non-use and Non-disclosure: Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder.

4. Maintenance of Confidentiality: Each party shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. If any material non-public information is disclosed, the recipient of such information agrees that it will comply with SEC Regulation FD (Fair Disclosure), and refrain from trading in the disclosing party's stock until that material non-public information is publicly disseminated. Notwithstanding anything to the contrary set forth herein, a receiving party shall be permitted to disclose Confidential Information to the extent (and only to the extent) the receiving party is required by law or upon advice of counsel to disclose such Confidential Information, provided that the receiving party gives the disclosing party prompt written notice of such requirement and upon the request of the disclosing party, the receiving party cooperates in good faith and at the expense of the disclosing party in any reasonable and lawful actions which the disclosing party takes to resist such disclosure or limit the information to be disclosed.

5. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party or destroyed upon the termination of this Agreement or the disclosing party's written request. At the request of the disclosing party, the recipient will furnish a certificate, signed by an officer of the recipient, certifying that any Confidential Information not returned to the disclosing party has been destroyed.

6. No License or Warranty. Nothing in this Agreement is intended to grant any rights to either party under any intellectual property rights of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

7. Term. The obligations of each receiving party hereunder shall survive for a period of five (5) years from the date of disclosure. Notwithstanding the expiration of the term, to the extent that any Confidential Information may constitute a trade secret of the disclosing party, the obligations of Section 3 shall continue forever and shall terminate only at such time, and then only to the extent, the disclosing party's Confidential Information no longer constitutes Confidential Information.

8. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.

9. Export. The parties acknowledge that the export of Confidential Information may be subject to regulations which may prohibit the export of such information to certain foreign countries or the disclosure of such information to certain foreign nationals. The parties, therefore, agree to comply strictly with all applicable export laws, regulations, executive orders and the like.

10. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Utah, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be signed in counterparts, and delivered by facsimile, and such facsimile counterparts shall be valid and binding on the parties hereto with the same effect as if original signatures had been exchanged.

By:_________________ Name: Title: By:_________________ Name: Bill Grodnik Title: CEO Davinci Virtual, LLC