PARKING ACCESS, LLC and RIDEFLYRESERVATIONS.

COM

TRAVEL PARTNER AGREEMENT

This Agreement is entered into by PARKING ACCESS, LLC, INC, a Connecticut

corporation, (hereinafter referred to as “PARKING ACCESS, LLC” the owner of the

website www.rideflyreservations.com), Travel Partner listed below, (hereinafter referred

to as “Partner”), and sets forth the terms and conditions for Partner’s participation in

PARKING ACCESS, LLC online reservation system and marketing network (hereinafter

referred to as “MN”).

Services: Rideflyreservations.com, a solely owned entity of Parking Access,

LLC processes airport transportation reservations for approximately 50 airport
transportation companies at over 35 Airports in the US, Canada. Customers secure a
guaranteed reservation by paying the equivalent of 10-20% deposit of the base rate plus
service fee with a credit card online. The balance is paid directly to the transportation
vendor upon the completion of their trip.

Rideflyreservations.com offers multiple vendors at most major airports giving the

customer a choice of share-ride or private shuttle van, sedan, limousine, SUV etc. Once
the customer pays for their deposit online, they print out the confirmation with
instructions and phone number and present it to the transportation company.
Rideflyreservations.com sends an email confirmation with all the information to the
customer once the reservation is made. RideFlyReservations.com maintains a Customer
Service center offering a toll free number.

RideFlyReservations.com offers management tools for our Partners.

RIDEFLYRESERVATIONS.COM tracks every reservation received from participants in
our marketing programs through the use of “reference IDs” and this data is available
24/7. 30 day Cookies are place on visitors that come from Partner’s site so credit for that
visitor will remain with the Partner.
Commissions:

- 20% commission will be paid to the Partner on the amount collected

online. Commission will increase as follows:

500 – 999 reservations per month 25% commission

1000 – 1999 reservations per month 30% commission

2000+ reservations per month 40% commission

- Commissions will be paid by the 20th of the following month.

- Partner will have “real time” 24/7 access to all reservations received

from their site.

- Tax ID number or Social Security Number must be provided by the

Partner.

Terms/Cancellation: The term of this Agreement is twelve (12) months from the

start date and may be cancelled by either PARKING ACCESS, LLC or Partner at any

time for any reason, immediately upon written notice to the other party.

Licensing and Name: Partner represents and warrants that it is fully licensed to

provide travel services and can use Partner’s name, logos, trademarks, trade names and

service marks on RIDEFLYRESERVATIONS.COM’s website. The Partner represents

that it will hold PARKING ACCESS, LLC harmless and indemnify PARKING ACCESS,

LLC from any and all claims made against PARKING ACCESS, LLC by any customer of

Partner.

Confidentiality: Partner hereby agrees not to utilize or disclose proprietary,

confidential information that is provided by PARKING ACCESS, LLC. Such proprietary

information includes, but is not limited to, daily business practices, pricing,

demographics, statistics, sales or marketing data, customer lists, media reports, contracts

and advertising designs, costs and schedules.

Damages and Remedies/Indemnification: Partner agrees to indemnify, defend and

hold harmless PARKING ACCESS, LLC, its agents and representatives, from and against

all claims asserted by third parties against PARKING ACCESS, LLC arising from the

acts and/or omissions of Partner. For the purpose of this paragraph, “claims” means all

actions, lawsuits, arbitrations, alternative dispute resolution mechanisms and proceedings,

whether civil, criminal, administrative or investigative.

Force Majeure: Neither party to this Agreement shall be deemed to be held liable

for delay or failure to comply with any of the terms of this Agreement if such delay or

failure is caused by events beyond their respective control, including but not limited to,

fire, flood, riot, labor dispute, terrorist actions, acts of God, or any other act or failure by

any internet provider or other Force Majeure, provided that such party uses due diligence

to remedy such default.

Severability: If any part of this Agreement is deemed to be invalid, void or

unenforceable for any reason, said part shall be severed from this Agreement and the

remainder of the Agreement shall remain in full force and effect.

Arbitration: The parties to this Agreement agree that any dispute shall be

resolved by an arbitration before the American Arbitration Association at its offices

closest to Middlesex County, Connecticut, or under its rules governing arbitration of

commercial disputes. This arbitration provision shall be broadly construed so as to

include any and all disputes including disputes as to interpretation of the provisions of
this Agreement. The award and/or decision of the arbitrator rendered by the American

Arbitration Association shall be binding upon the parties hereto and the prevailing party

shall be entitled upon application to the court of competent jurisdiction to entry of

judgment in conformity with the award and/or decision of the arbitrator. Should

PARKING ACCESS, LLC prevail in any claim for fees due under this contract, it should

be further entitled to all associated costs and attorney’s fees.

Miscellaneous Provisions:

Governing Law: This Agreement shall be governed and construed in accordance

with the laws of the State of Connecticut.

Complete Agreement: This Agreement when executed by the parties constitutes

their complete agreement, superceding any and all prior agreements, proposals and/or

communications between the parties hereto; provided however that any obligation for

indemnity under any agreement covering any period prior to the term of this Agreement

shall express remain in full force and effect between the parties hereto. Partner is not

relying upon any oral or written representation or other communications made by

PARKING ACCESS, LLC’s independent sales representatives. PARKING ACCESS,

LLC shall not be liable for the quantity or quality of the reservations received by Partner.

Notices: Notices or other communications required or permitted hereunder shall

be deemed given if in writing and sent by hand or reliable overnight delivery or certified

or registered mail or internet e-mail to the appropriate addresses as indicated herein or

other such address as shall have been given to the notifying party in writing.
PARKING ACCESS, LLC

220 Old Boston Post Rd.

Old Saybrook, Connecticut 06475

Partner

Assignment: Partner’s rights hereunder are not assignable in whole or in part

without the written consent of PARKING ACCESS, LLC or RideFlyReservations.com.

Proprietary Marks and Confidential Information: Neither party shall represent

itself to be an agent, joint venture, principal or owner of the other. No right, express or

implied, to use PARKING ACCESS, LLC’s or RideFlyReservations.com service marks

or numbers are granted to Partner by this Agreement.

Paragraph Headings: The paragraph headings herein shall not be deemed to be

part of this Agreement. They have been included for reference only and shall not be

deemed to define, limit or otherwise affect the terms and provisions of this Agreement of

the scope thereof.

Waiver: No waiver of any breach of provision herein shall be deemed to be a

waiver of any subsequent breach of the same provision or any other provision.

Witnesses:
PARKING ACCESS, LLC

By: Gregory Bessoni

Its President
Partner

By:
Its