Consulting Agreement

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"), is entered into effective as of (the "Effective Date"), between , a corporation (the "Company") and (the "Consultant"). Company and Consultant may be referred to collectively in this Agreement as the "Parties" or individually as a "Party."

The Parties desire to enter into an agreement setting forth the terms and conditions under which Consultant will provide services to Company.

For and in consideration of the mutual covenants and agreements set out in this Agreement, the Parties agree as follows:

1. Services as a Consultant. Company agrees to employ, and Consultant agrees to provide to Company the exclusive services of Consultant, such services to be performed in the capacity of a consulting representative in connection with the ongoing business of Company. Consultant shall advise and consult with Company from time to time as reasonably requested by Company in connection with the operation and development of the business operations of Company.

2. Term. This Agreement shall commence on the Effective Date and shall continue for a period of (the "Term of Employment") unless sooner terminated pursuant to the provisions of this Agreement.

3. Compensation.

3.1 Consulting Fee. Company shall pay Consultant during the term of this Agreement a retainer fee of $ per month for services rendered pursuant to this Agreement by Consultant. This fee may be offset by any amounts due and owing by Consultant to Company whether such amounts arise out of this Agreement or unrelated transactions between the Parties. Consultant shall not participate in any group health, accident and life insurance plans, or any pension or other benefit plan sponsored by Company.

3.2 Expenses. Consultant shall, on presenting Company with documentation reasonably acceptable to Company, be reimbursed by Company for all reasonable expenses, including transportation, meals, lodging, long distance phone calls, and related miscellaneous expenses incurred by Consultant in connection with the performance of the services provided by Consultant pursuant to this Agreement; provided, however, all expenses of Consultant must be approved by Company in advance of the expenses being incurred by Consultant.

4. Exclusive Services. Consultant agrees that will not, during the term of this Agreement, do any work, perform any services, or serve as a consultant for a third party where those activities would, in the reasonable judgment of Company, create a conflict of interest with activities, duties, obligations, and responsibilities as set forth in this Agreement.

Notwithstanding anything contained in this Section 4. to the contrary, it is acknowledged by the Parties that Consultant presently has other business interests not related to the business of Company and Consultant may continue to pursue those other interests.

5. Confidentiality. Consultant recognizes that during the term of this Agreement, Consultant may have access to confidential and proprietary information and trade secrets of Company. Consultant agrees that will not divulge, distribute, or disseminate any of that information to any third party during or after the term of this Agreement.

6. Personal Services Contract. Consultant acknowledges and agrees this Agreement is a personal services contract and may not be assigned by Consultant.

7. Non-Competition. Consultant covenants that commencing on the Effective Date and continuing for a period of () months following the termination of this Agreement, Consultant will not own, manage, operate, join, control, or participate in, directly or indirectly, or derive any benefits from, or be an officer, director, employee, partner, agent, consultant, or shareholder of, any business engaged in any activity that is in competition in any manner with the business of Company or any of its subsidiaries or affiliates and Consultant shall not render assistance or advice to any person, firm, or enterprise which is so engaged.

8. Termination. This Agreement may be terminated prior to the end of the Term of Employment:

a. By the Parties upon the mutual written consent of both Parties;

b. By Company if Consultant (i) breaches any covenant, term, or condition contained in this Agreement, (ii) commits an act of theft, fraud, or dishonesty against Company, or, (iii) fails or refuses to perform the services to be provided by Consultant pursuant to this Agreement;

c. By Consultant if Company breaches any covenant, term, or condition of this Agreement; or,

d. Upon the death of Consultant.

If this Agreement is terminated for the reasons stated in a., b., or c. above, any obligations of Company to pay consulting fees to Consultant as provided above, shall terminate effective as of the date of termination of this Agreement, and those fees will be prorated through the date of termination. If Consultant terminates this Agreement pursuant to c. above, Consultant shall be entitled to the fees that would be due to Consultant during the remainder of the term of this Agreement, if, and only if, the breach of this Agreement by Company which has occurred giving rise to Consultant's termination pursuant to c. above is the nonpayment of fees or expenses to which Consultant is entitled, and such breach has continued for a period of () consecutive days.

9. Miscellaneous.

9.1 Independent Contractor. Nothing contained in this Agreement shall be construed to as a partnership agreement and Consultant shall not be deemed to be an employee or agent of Company. Neither Party has any authority to bind the other in any respect. It is intended, understood, and agreed that Consultant is an independent contractor responsible for own actions.

9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of . Company and Consultant agree that in the event of a dispute arising between the Parties, the Parties agree to subject themselves to the jurisdiction of the Courts of County, .

9.3 Modifications. No provision of this Agreement may be changed or modified, except by written agreement signed by the Parties.

9.4 Legal Compliance. Consultant agrees to abide by all applicable laws and regulations, both state and federal, in the performance of duties provided for in this Agreement.

9.5 Entire Agreement. This Agreement contains the entire understanding of the Parties in connection with its subject matter and supersedes all previous verbal or written agreements.

9.6 Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be considered to have been given if sent by certified mail to Consultant at:

or, to Company at:

with a copy to:

9.7 Invalidity. If any of the provisions of this Agreement shall be held invalid, that invalidity shall not affect any other provisions which can be given effect without the invalid provisions. To this end, the provisions of this Agreement are intended to be and shall be deemed severable.

9.8 Descriptive Headings. The descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of its provisions.

This Agreement has been executed as of the Effective Date stated above.