Independent Contractor Agreement

AGREEMENT BETWEEN SmartTraveler.com, Inc. (a Florida Corporation) d/b/a Home Based Cruise Agents ("Company"), located at 1128 Royal Palm Beach Blvd., #471, Royal Palm Beach, FL 33411 and ________________________________, an Independent Contractor ("Independent Contractor "). The Independent Contractor shall be identified as follows:

Name:_____________________________________________________

Type of Entity:

• __Individual
• __Sole proprietorship
• __Partnership
• __Corporation

Address:___________________________________________________

City/State/ZIP:_______________________________________________

Business Telephone:__________________________________________

Social Security or Employer Identification Number:____________________

IN CONSIDERATION of the promises and mutual covenants and agreements contained herein, the parties agree as follows:

Work to Be Performed

COMPANY desires that the Independent Contractor perform, and the Independent Contractor agrees to perform, the following work: Sales of travel, including cruises, tours, vacation packages, airfare, hotels, car rentals and ancillary, related products.

Term of Agreement

The services called for under this Agreement shall commence on _______________ and terminate one year from this date.

Renewal of Agreement

This agreement shall automatically renew each year on it's anniversary date if Independent Contractor has produced sales for Company at a minimum of the following schedule:

• First year commissionable gross sales (not to self) must exceed $10,000.00
• Second year commissionable gross sales ( not to self) must exceed $25,000.00
• Each subsequent year, commissionable gross sales (not to self) must increase 20% from the minimum sales level required from the previous year.

These minimums will be in effect unless otherwise waived in writing by Company.

Technical Direction

The Independent Contractor shall receive technical direction only from Company designee, as authorized in writing.

Terms of Payment

Company shall pay the Independent Contractor according to the following terms and conditions:

75% of regular commissions on all products sold to Contractor's clients.

100% of regular commissions on products sold to self, for the sole use of, and in the name of, Independent Contractor only.

Commissions retained by Company will equal 25% of the regular commission, based on the price quoted by the supplier. Contractor agrees that if (s)he discounts the commission to the purchaser, (s)he is discounting his/her own commission only, and such discount will not have any effect on the commission due to Company. In no case shall any product be sold for less than the net cost plus 25% of the regular commission.

Exception: Internet sales leads may be made available to Contractor. Contractor may accept such leads, but is not required to do so. If Company provided leads are accepted and subsequent sales made, commissions retained by Company will equal 50% of the commissions earned on such sales, including insurance, shore excursions, airfare, group tour conductor, bonus commissions, etc., based on the final price quoted to the consumer. Company agrees that if contractor discounts the commission to the purchaser, Company will participate 50/50 in the discounting, up to 20%, for a total combined discount of 40% of the normal commission. Contractor agrees that if (s)he discounts the commission to the purchaser more than 40%, (s)he is discounting his/her own commission only for any amounts that exceed the 40%, and such discount will not have any effect on the commission due to Company. In no case shall any "provided lead" product be sold for less than the net cost plus 30% of the regular commission.

Commission Payment Schedule: 1) Cruises & tours paid by credit card - Commissions are paid within 2 weeks of receipt from the cruise line or tour operator. Normally 1-2 weeks after travel completion. 2) Cruises & tours paid by cashiers check, personal check or money order - Commissions are paid one week after final payment is made if 30 days or less prior to travel. If more than 30 days prior to travel, commission is paid at 30 days prior to travel. 3) All other travel services eligible for commissions - Commissions are paid within 2 weeks of receipt from the supplier, normally 2-4 weeks after travel completion.

Exception: Commission payments will be made ONLY if all required paperwork relating to the booking has been submitted correctly to, and received by, our main office. Until all paperwork has been received and processed, related commission payments will be held pending receipt. If required paperwork for any booking is not received within 30 days of the initial booking date, all commissions due to agent for that booking will be forfeited. Booking forms, credit card authorization forms, and any other forms deemed necessary by Company from time to time shall constitute the "required paperwork".

Reimbursement of Expenses

Company shall not be liable to the Independent Contractor for any expenses paid or incurred by the Independent Contractor unless otherwise agreed to in writing.

Licensing

Independent Contractor shall acquire all legally necessary licenses required to do business. Company shall not be liable to the Independent Contractor for any expenses paid or incurred by the Independent Contractor to secure licensing unless otherwise agreed to in writing.

Federal, State, and Local Payroll Taxes

Federal, state, and local income tax and payroll tax of any kind shall not be withheld or paid by Company on behalf of the Independent Contractor or the employees of the Independent Contractor. The Independent Contractor shall not be treated as an employee with respect to the services performed hereunder for federal, state, or local tax purposes.

Notice to Independent Contractor About Its Tax Duties and Liabilities

The Independent Contractor understands that he or she is responsible to pay, according to law, the Independent Contractor's income taxes. If the Independent Contractor is not a corporation, the Independent Contractor further understands that the Independent Contractor may be liable for self-employment (social security) tax, to be paid by the Independent Contractor according to law.

Responsibility for Workers' Compensation

No workers' compensation insurance shall be obtained by Company covering the Independent Contractor or employees of the Independent Contractor. The Independent Contractor shall comply with the workers' compensation law concerning the Independent Contractor and the employees of the Independent Contractor.

Client Payments

All checks and/or money orders must be made payable to Absolute Best Cruises. No cash is to be accepted from clients. Contractor must insist that client pay by check or money order payable to Absolute Best Cruises. Credit card payments may be made directly to suppliers on behalf of Absolute Best Cruises.

Termination of Agreement

This Agreement may be terminated at any time by Company or the Independent Contractor, upon the giving of written notice to the other party. Notice shall be deemed to have been sufficiently given either when served personally or when sent by first-class mail addressed to the parties at the addresses set forth in this Agreement. Company shall not be liable for, nor shall the Independent Contractor be liable to perform, any services or expenses incurred after the receipt of notice of termination. After termination, Company will assess a $25.00 per person accounting/service fee for any remaining bookings of Contractor. These fees will be assessed against any commissions due to Contractor after the date of termination.

Independent Contractor Status

The Independent Contractor expressly represents and warrants to Company that (1) he or she is not and shall not be construed to be an employee of the Company and that his or her status shall be that of an independent contractor for which he or she is solely responsible for his or her actions and inactions; and (2) the Independent Contractor shall act solely as an Independent Contractor, not as an employee or agent of Company; and (3) the Independent Contractor is not authorized to enter into contracts or agreements on behalf of Company or to otherwise create obligations of Company to third parties.

E & O insurance

Independent Contractor must carry errors and omissions insurance in an amount of $1,000,000.00. Company will provide an option to purchase this insurance through our home office policy, at a competitive rate.

Benefits of Travel

Company agrees to provide Independent Contractor with all travel benefits afforded Company by it's suppliers after Independent Contractor has achieved sales of $10,000.00 (not to self) the first year and the required sales levels for each subsequent year for which the Contractor qualifies to remain associated with Company as an HBCA.

Assignability

This Agreement shall not be transferred or assigned, in whole or in part, by the Independent Contractor without the prior written consent of Company.

Choice of Law

Any dispute under this Agreement, or related to this Agreement, shall be decided in accordance with the laws of the state of Florida, and must be brought in a court located in Broward County, Florida..

Agreement

This Agreement supersedes all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties. The Agreement cannot be changed or modified orally. This Agreement may be supplemented, amended, or revised only in writing by agreement of the parties.

Changes to Agreement

Any changes to Agreement will become effective on each anniversary date of Agreement, based upon Agreement then in effect for new Independent Contractors, or upon written notice from Company to Independent Contractor.

Confidential Matters and Proprietary Information

The Independent Contractor recognizes that during the course of contract performance he or she may acquire knowledge or confidential business information or trade secrets. The Independent Contractor agrees to keep all such confidential information in a secure place and further agrees not to publish, communicate, divulge, use, or disclose, directly or indirectly, for his or her own benefit or for the benefit of another, either during or after contract performance, any such confidential business information or trade secrets. Upon termination or expiration of this Agreement, Independent Contractor shall deliver all records, data, information, and other documents produced or acquired during the performance of this Agreement and all copies thereof to COMPANY. Such material shall remain the property of COMPANY. This obligation of confidence shall not apply with respect to information that (1) is available to the Independent Contractor from third parties on an unrestricted basis; or (2) is disclosed by COMPANY to others on an unrestricted basis.

Conflicts of Interest

The Independent Contractor shall not act as an agent for, consultant to, or as an officer, employee, or other representative of any subcontractor or supplier to Company, or serve in any of the foregoing capacities for any of Company 's competitors or prospective competitors, without giving prior written notification to Company. The Independent Contractor hereby warrants that there is no conflict of interest between the Independent Contractor's other employment, if any, or other contracts, if any, and the activities to be performed hereunder. The Independent Contractor shall advise Company if a conflict of interest arises in the future.

The Independent Contractor agrees to execute any and all documents prepared by Company and to do all other lawful acts as may be required by Company to establish, document, and protect such rights.

The Independent Contractor has acquired or shall acquire from each of his or her employees, consultants, and subcontractors, if any, the necessary rights to all such works, trademarks, and inventions produced by such employees, consultants, and subcontractors, within the scope of their employment by the Independent Contractor in performing services under this Agreement. The Independent Contractor shall obtain the cooperation of each such employee to secure to Company or its nominees the rights Company may acquire in accordance with the provisions of this clause.

During the term of this agreement, Independent Contractor agrees to make all their travel sales and reservations through Company. Independent Contractor agrees that all customer leads provided by Company remain the property of Company. Any Independent Contractor found to be selling travel through any other "outlet" will be removed from any association with company and will have all remaining commissions due reduced by a $100.00 per person processing fee imposed by Company.

Reports

The Independent Contractor, when directed, shall provide written reports with respect to the services rendered thereunder.

Security Regulations

The Independent Contractor shall comply with all applicable security regulations of Company.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of ______
_________________ [date].