AGENCY AGREEMENT

This Agency Agreement (the "Agreement") is made and entered into this ___ day of
____________, 200__ (the "Execution Date"), by and between SteepleCom, Inc., a Massachusetts
corporation ("SteepleCom") with offices at 89 Whitney Road, Ashby, Massachusetts, 01431, and the
undersigned church (“Church”).

RECITALS

WHEREAS SteepleCom is an enterprise focused on linking wireless communications service

organizations with churches; and

WHEREAS Church desires the benefits associated with leasing its real estate for current and
future wireless communications uses, and further desires to appoint SteepleCom as its exclusive
agent for effectuating such lease,

THEREFORE, in consideration of the obligations and commitments as set forth herein, the
parties hereby agree as follows:

TERMS

1. Appointment. Church hereby appoints and authorizes SteepleCom to serve as the

exclusive agent of the Church for the limited purpose of pursuing, negotiating and facilitating one or
more contractual relationships with wireless communications carriers or other providers of wireless
data or communications services (collectively, “Carriers”) relating to the leasing by the Church of a
portion of its property to Carriers for purposes of such Carriers’ installation, maintenance and use
thereon of wireless communications transmission and reception equipment and systems (“Systems”).
The appointment and authorization does not permit SteepleCom to enter into contracts on behalf of
Church. Church accordingly retains all authority to approve and sign contracts with Carriers.
SteepleCom hereby accepts such appointment.

Comment: I know nothing about this type of agency business; but, in general, I would have
reservations about designating SteepleCom the Church’s exclusive agent for this purpose. This is
especially true in light of the fact that the specified term of the proposed agreement is five years.

2. Obligations of Church. In furtherance of the above appointment, Church shall

accordingly—

a. Cooperate with SteepleCom in providing information from time to time as

requested by Carriers and their agents and contractors to enable them to evaluate the
feasibility of using Church’s property for Systems.

b. Designate a single contact person empowered to act on the Church’s behalf in

all matters applicable to the subject matter hereof.

c. Make the property of the Church available for inspections, reviews and
feasibility studies with respect to the installation and maintenance of Systems.

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 d. Forward to SteepleCom all inquiries from third parties concerning the leasing
of Church facilities for purposes identical or similar to the purposes described herein
promptly upon learning thereof.

e. Abide by the terms of any Master Service Agreements entered into with any
Carrier.

f. Permit SteepleCom to advertise the benefits to Church as a result of the

services provided hereunder, provided that Church shall have the right to review and approve
any such advertisements prior to publication thereof.

Comment: These provisions make sense. Section “f” gives me some pause, but I can’t really
point to any legal reason why it should be excluded.

3. Obligations of SteepleCom. In furtherance of the above appointment, SteepleCom

shall accordingly—

a. Use its best efforts to market Church’s facilities to the Carriers on terms that
are mutually beneficial and acceptable to Church and Carriers.

b. Comply with regulatory requirements pertaining to the business of

SteepleCom.

c. Act as intermediary between Church and Carriers to ensure the ongoing

quality of an installation, including its design, installation and operation, and any technical
issues that may arise in the context thereof, including but not limited to any conflicts between
Carriers and any quality concerns raised by Church.

d. Along with its subcontractors, maintain and pay for (i) commercial general
liability insurance in an amount not less than $1,000,000 per occurrence, and (ii) worker's
compensation insurance in an amount not less than that required by applicable law. In the
case of the liability insurance, SteepleCom shall ensure that the policy provides contractual
liability coverage and contains an undertaking by the insurer not to cancel or change coverage
materially without first giving thirty (30) days' written notice to Church. SteepleCom shall
deliver proof of insurance upon request of Church.

Comment: I don’t know too much about the insurance coverage mentioned above or whether
it adequately protects any church interest. Frankly, I can’t think of a type of liability that
SteepleCom would normally incur towards the Church other than contractual, say for
breach. Generally, that type of liability is not insured against.

4. Compensation. All amounts paid by any Carrier in connection with any contract
entered into during the term of this Agreement or extensions thereof or by any Carrier introduced to
Church by SteepleCom (“Proceeds”) shall be distributed as follows: 80% thereof to Church, and 20%
to SteepleCom. Any non-cash value received by Church from said contracts shall be deemed
additional Proceeds and accounted for and paid as cash for purposes of compensation to SteepleCom
hereunder. All funds payable pursuant to the terms hereof shall be paid within ten (10) days of
receipt thereof. SteepleCom’s right to receive payments pursuant to the provisions of this paragraph
for said contracts or any extensions or renewals thereof shall survive termination of this Agreement.

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Comment: Again, I am not familiar with this type of business relationship, but a twenty-percent fee
seems a bit steep. I’d like to know more about what efforts this agent will be making on behalf of the
Church to earn this fee.

It also seems to me that this entire section should be subject to negotiations and could be more
clearly written. For example, what is the above-referenced “non-cash value” that might be received
by the Church. Additionally, do you want to commit to paying SteepleCom within ten days of funds
become “payable” to the Church? In other words, this section suggests that when the Church is
owed money under a wireless carrier contract, SteepleCom would have to be paid within ten days,
regardless of whether the Church has been paid by the carrier.

Finally, it appears that even when the Church’s relationship with SteepleCom ends, that Company
could still collect a fee from the Church if PSAG contracts with a carrier that was “introduced” by
SteepleCom.

5. Relationship of the Parties. Except as specifically set forth herein, SteepleCom

shall have no authority to bind Church in any manner. For the purposes hereof, SteepleCom shall act
as an independent agent, and neither Church nor any of its employees shall be deemed an agent,
employee, servant, or representative of SteepleCom. Nothing in this Agreement is intended or shall
be construed to create an employee/employer, partnership or joint venture relationship between or
among the parties.

6. Assignment. Unless otherwise specified, SteepleCom reserves the right to transfer or

assign any rights under or interest in this Agreement, including but not limited to monies that are due
or monies which may be due.

Comment: I wouldn’t agree to this. This right is quite broadly written and there is no mention of
what happens to SteepleCom’s duties when there is an assignment of this sort.

7. Term; Extension. This Agreement shall expire upon the earlier of (i) written notice
of termination from either Party to the other SteepleCom to Church; or, (ii) one (1) five years
following the Execution Date. Upon the execution of any agreement between Church and any
wireless services carrier, this Agreement shall automatically extend for an additional five year term.

New Comment (12/13/07): The revised language above seems fair. I deleted the extension provision
because I see no advantage to the Church nor need on the part of SteepleCom. The latter Party’s
right to compensation at the end of the contract is already addressed in the last sentence of Section 4.
It survives expiration of this agency agreement if the Church enters into a contract with a wireless
carrier. This makes sense.

On the other hand, it does not make obvious sense for SteepleCom to remain the Church’s exclusive
agent for an extended period of time based on this contingency. This would serve as additional
compensation to SteepleCom for procuring the wireless contract. As I stated before, I believe that the
twenty percent fee already included in the agreement is quite generous. Perhaps SteepleCom would
consider a lower percentage fee under Section 4 in exchange for some concessions by the Church on
the contract “term” issues raised in Section 7.

Comment: Five years is a bit long, especially since only the Church is so bound while SteepleCom
can terminate at will with notice. The automatic five-year extension also seems to benefit only
SteepleCom.

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 8. Successors and Assigns. This Agreement shall be binding upon the parties hereto,
and their successors or assigns. In the event the Church is sold, leased, transferred or taken over by
sale, transfer, lease, assignment, receivership or bankruptcy proceedings, or in the event the facility is
sold, leased, transferred or taken over by sale, transfer, lease, assignment, receivership or bankruptcy
proceedings or alienated in any other manner, both parties agree that the transferee shall be bound by
the terms of this Agreement.

Comment: This section could hinder the Church’s ability to sell, lease or otherwise use/dispose of its
property in the ways described above, if a potential successor will not agree to be bound to the
contract.

9. Entire Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes all other agreements, written or oral.
Any modification or amendment to this Agreement must be reduced to writing and signed by the
party to be bound.

IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the day first
above written.

[Insert Church name and street address – not SteepleCom, Inc.

mailing address] 89 Whitney Road
Ashby, MA 01431

By: _________________________________ By: _________________________________

Name:_______________________________ Name: Thomas Donald Moylan, Jr.

Title:________________________________ Title: President

Date:________________________________ Date:________________________________

Approximate steeple/tower height (or building height if no steeple/tower):

Contact Person Information

Name: Work Number:

Position in church: Home Number:

Email address: Cell Number:

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