This agreement dated __________, is made By and Between __________, whose
address is __________, ("Company"), AND __________, whose address is
__________, ("Consultant.")

1. Consultation Services. The company hereby employs the consultant to
perform the following services in accordance with the terms and
conditions set forth in this agreement: The consultant will consult with
the officers and employees of the company concerning matters relating to
the management and organization of the company, their financial policies,
the terms and conditions of employment, and generally any matter arising
out of the business affairs of the company.

2. Terms of Agreement. This agreement will begin __________ and will
end __________. Either party may cancel this agreement on thirty (30)
days notice to the other party in writing, by certified mail or personal
delivery.

3. Time Devoted by Consultant. It is anticipated the consultant will
spend approximately __________ in fulfilling its obligations under this
contract. The particular amount of time may vary from day to day or week
to week. However, the consultant shall devote a minimum of __________
per month to its duties in accordance with this agreement.

4. Place Where Services Will Be Rendered. The consultant will perform
most services in accordance with this contract at a location of
consultant's discretion. In addition the consultant will perform
services on the telephone and at such other places as necessary to
perform these services in accordance with this agreement.

5. Payment to Consultant. The consultant will be paid at the rate of$
__________ per __________ for work performed in accordance with this
agreement. However, the consultant will be paid at least $_______ per
month regardless of the amount of time spent in accordance with this
agreement. The consultant will submit an itemized statement setting
forth the time spent and services rendered, and the company will pay the
consultant the amounts due as indicated by statements submitted by the
consultant within ten (10) days of receipt.

6. Independent Contractor. Both the company and the consultant agree
that the consultant will act as an independent contractor in the
performance of its duties under this contract. Accordingly, the
consultant shall be responsible for payment of all taxes including
Federal, State and local taxes arising out of the consultant's activities
in accordance with this contract, including by way of illustration but
not limitation, Federal and State income tax, Social Security tax,
Unemployment Insurance taxes, and any other taxes or business license fee
as required.

7. Confidential Information. The consultant agrees that any information
received by the consultant during any furtherance of the consultant's
obligations in accordance with this contract, which concerns the
personal, financial or other affairs of the company will be treated by
the consultant in full confidence and will not be revealed to any other
persons, firms or organizations.

8. Employment of Others. The company may from time to time request that
the consultant arrange for the services of others. All costs to the
consultant for those services will be paid by the company but in no event
shall the consultant employ others without the prior authorization of the
company.

By: __________ __________

By: __________ __________



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