Business Adviser Certificate

BUSINESS ADVISER CERTIFICATE

This Business Adviser Certificate (the "Certificate") is entered into by the parties set forth below on the Effective Date. The parties acknowledge and agree as follows.

Parties

WHEREAS (Recitals)

WHEREAS, Adviser represents that Adviser possesses relevant experience and expertise in providing strategic business advisory, financial planning, operational improvement and related consulting services to businesses engaged in commercial operations; and

WHEREAS, Client desires to engage Adviser to provide advisory services as more particularly described in the Scope of Work below, and Adviser agrees to provide such services under the terms and conditions set forth in this Certificate; and

WHEREAS, the parties intend that this Certificate memorialize the material terms of the engagement, including the services to be provided, payment terms, confidentiality obligations, and other provisions customary to professional advisory engagements.

Scope of Work

The Adviser shall perform the services described above in a professional manner consistent with industry standards. Adviser shall furnish personnel, materials and resources necessary to perform the services unless otherwise agreed in writing.

Payment Terms

Payments shall be due in accordance with the Payment Schedule. Any undisputed amounts not paid within days of the due date shall incur a late fee of , calculated monthly on the outstanding balance until paid in full. Client shall also reimburse Adviser for reasonable collection costs and legal fees if collection becomes necessary.

Term and Termination

This engagement commences on the Effective Date and shall continue until the completion of the Scope of Work or until terminated as provided below.

Effective Date:    Term End Date (if any):

Either party may terminate this Certificate for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days following written notice of breach. Termination shall not relieve Client of the obligation to pay Adviser for services rendered and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this engagement. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Certificate; and (c) restrict disclosure to those employees, agents or permitted subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the receiving party, is rightfully received from a third party without restriction, or is independently developed without reference to Confidential Information. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

Representations and Warranties; Limitation of Liability

Adviser represents that Adviser will perform services in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS CERTIFICATE, ADVISER MAKES NO WARRANTIES, EXPRESS OR IMPLIED. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF ADVISER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS CERTIFICATE SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ADVISER UNDER THIS CERTIFICATE.

Governing Law

This Certificate shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising under this Certificate.

Entire Agreement; Amendments

This Certificate, including the Scope of Work and Payment Terms set forth herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment or modification of this Certificate will be effective unless in a written instrument signed by both parties.

Miscellaneous

The parties are independent contractors and nothing in this Certificate creates a partnership, joint venture or employment relationship. If any provision of this Certificate is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required by this Certificate shall be given in writing and delivered to the addresses set forth above.

Acknowledgment and Certification

By signing below, Adviser certifies that Adviser is authorized to provide the services described herein, has disclosed any material conflicts of interest known to Adviser, and will perform services in accordance with the terms of this Certificate. By signing below, Client acknowledges receipt of this Certificate and authorizes Adviser to proceed with the Scope of Work described herein.

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