ALONG MOBILE TECHNOLOGIES, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

A.  

The Corporation and Indemnitee recognize the difficulty in obtaining liability insurance for the Corporation's independent and non-independent directors, as well as officers, the significant increases in the cost of such insurance, and the general reductions in the coverage of such insurance. Furthermore, the Corporation and Indemnitee also recognize the substantial increase in corporate litigation in general, subjecting independent and non-independent directors, as well as officers, to expensive litigation risks at the same time as the availability and coverage of liability insurance have been severely limited.

B.  

Indemnitee may not be willing to serve in such capacity(s) without protection. Moreover, the Corporation (i) desires to attract and retain the involvement of highly-qualified persons, such as Indemnitee, to serve the Corporation and, in part, in order to induce Indemnitee to be involved with the Corporation, (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law, and (iii) wishes to assure Indemnitee that there will be increased certainty of adequate protection in the future.

C.  

In addition to any insurance purchased by the Corporation on behalf of Indemnitee, the purchase of such insurance being at the sole discretion of the Corporation, it is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify Indemnitee so that he may remain free from undue concern that he will not be adequately protected both during his service as an independent or non-independent officer and/or director of the Corporation and following any termination of such service.

D.  

The directors of the Corporation have duly approved this Agreement and the indemnification provided herein with the express recognition that the indemnification arrangements provided herein exceed that which the Corporation would be required to provide pursuant to Nevada Law.

1.  

Definitions . For purposes of this Agreement:

a.  

"Indemnitee" shall include the Indemnitee named in the first paragraph of this Agreement and such Indemnitee's actual or alleged alter egos, spouse, family members, and corporations, partnerships, limited liability companies, trusts, and other enterprises or entities of any form whatsoever under the control of any of the foregoing, and the property of all of the foregoing. The term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise, as interpreted under the Securities Act of 1933 or the Securities Exchange Act of 1934 ("Exchange Act").

b.  

''Disinterested Director'' means a director of the Corporation who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

c.  

''Expenses'' includes, without limitation, expenses incurred in connection with the defense or settlement of any and all investigations, judicial or administrative proceedings or appeals, attorneys' fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds or their equivalents), and any expenses of establishing a right to indemnification under Sections 3,4,5,6 and 7 below, but shall not include the amount of judgments, fines or penalties actually levied against Indemnitee.

d.  

''Independent Counsel'' means a law firm or a member of a law firm, who (or which) is authorized to practice law in the State of Nevada, and neither is presently nor in the past five years has been retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term ''Independent Counsel'' shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

e.  

‘'Proceeding'' includes any threatened, pending or completed investigation, action, suit or other proceeding, whether brought in the name of the Corporation or otherwise, against Indemnitee, for which indemnification is not prohibited under Sections 3 below and whether of a civil, criminal, administrative or investigative nature, including, but not limited to, actions, suits or proceedings in which Indemnitee may be or may have been involved as a party or otherwise, by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving, at the request of the Corporation, as a director or officer of any other entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, whether or not Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under this Agreement.

2.  

Service by Indemnitee . Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.

3.  

Indemnification . The Corporation shall indemnify Indemnitee to the fullest extent permitted by Nevada Law in effect on the date hereof or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment). Without diminishing the scope of the indemnification provided by this Section, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification shall be paid to Indemnitee:

a.  

To the extent expressly prohibited by Nevada Law;

b.  

For which payment is actually made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, agreement of the Corporation or any other Corporation or organization on whose board Indemnitee serves at the request of the Corporation, except in respect of any indemnity exceeding the payment under such insurance, clause, or agreement;

c.  

In connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 18 to enforce rights under this Agreement, unless the action, suit or proceeding (or part thereof) was authorized by the Board of Directors of the Corporation;

d.  

For any amounts paid in settlement of any action, suit or proceeding effected without the Corporation’s written consent and pursuant to Section 11 of this Agreement;

e.  

With respect to any action, suit or proceeding brought by or on behalf of the Corporation against Indemnitee that is authorized by the Board of Directors of the Corporation, except as provided in Sections 5,6,and 7 below; and

f.  

With respect to any action, suit or proceeding in which the final adjudication establishes that Indemnitee's act’s or omissions involved intentional misconduct, fraud, gross negligence, or a knowing violation of law and were material to the cause of action.

4.  

Action or Proceedings Other than an Action by or in the Right of the Corporation . Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

5.  

Indemnity in Proceedings by or in the Name of the Corporation . Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to any Proceeding brought by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which Nevada Law expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee to the Corporation, unless, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities and Expenses as a Nevada court shall deem proper.

6.  

Indemnification for Costs, Charges and Expenses of Successful Party . Notwithstanding the limitations of Section 3, to the extent that Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation) or in defense of any claim, issue or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred in connection therewith.

7.  

Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the costs, judgments, penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

8.  

Determination of Entitlement to Indemnification . Upon written request by Indemnitee for indemnification pursuant to Sections 3,4,5,6 or 7, the entitlement of Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination: (a) the Board of Directors of the Corporation by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (d) the stockholders of the Corporation.

9.  

Selection of Independent Counsel . Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of Independent Counsel so selected. Indemnitee may, within sev