INDEPENDENT CONTRACTOR'S AGREEMENT

THIS INDEPENDENT CONTRACTOR'S AGREEMENT (the

"Agreement") is made as of Date, Year by and between
"Company Name" (the Company), and "Independent Contractor's
Name" (the Independent Contractor) a corporation/sole
proprietorship/whatever with its principal place of business at
"Independent Contractor's Address".

In consideration of the mutual premises herein contained,

Company and Independent Contractor hereby agree as follows:
SECTION 1: ENGAGEMENT
The Company hereby engages the Independent Contractor to
render the services, and deliver the reports, according to the
schedule and as described in the annexed Exhibit A (collectively,
the "Services"). In the event of any conflict between this
Agreement and the annexed Exhibit A, this Agreement shall
control.
SECTION 2: COMPENSATION
A. In full consideration for the performance of the Services
hereunder, and for any rights granted or relinquished by the
Independent Contractor under this Agreement, the Company shall
pay the Independent Contractor as follows (check as applicable):

_____ on a time and materials basis at the following rates: _____

or
_____ a fixed fee (the "Fee") in the amount of $ _____ payable in
installments as follows: _____

B. Payments shall be preceded by an invoice from the

Independent Contractor (to be submitted monthly), which
Company shall then pay in the ordinary course.

C. The Company will reimburse the Independent Contractor for

reasonable and necessary expenses incurred in the performance of
the Services; provided, however, that all such expenses shall be
subject to Company's prior approval. Air travel shall be at coach
fares and lodging shall be at moderately priced hotels, taking
advantage of available corporate discounts.

D. Independent Contractor acknowledges and agrees that, except

as provided in this Section 2, it shall not be entitled to, and the
Company shall not be obligated to pay, any monies or other
 compensation for the Services provided and rights granted under
this Agreement.
SECTION 3: ASSURANCE OF SERVICES
A. Independent Contractor will assure that the following
individuals (the "Key Employees") will be available to perform,
and will perform, the Services hereunder until they are completed
(identify by title and name as applicable):

Name of Key Employee, Title

Name of Key Employee, Title

B. The Key Employees may be changed only with the prior

written approval of the Company, which approval shall not be
unreasonably withheld.
SECTION 4: INDEPENDENT CONTRACTOR RELATIONSHIP
A. The Independent Contractor agrees to perform the Services
hereunder solely as an Independent Contractor. The parties to this
Agreement recognize that this Agreement does not create any
actual or apparent agency, partnership, franchise, or relationship
of employer and employee between the parties. The Independent
Contractor is not authorized to enter into or commit the Company
to any agreements, and the Independent Contractor shall not
represent itself as the agent or legal representative of the
Company.

B. Further, the Independent Contractor shall not be entitled to

participate in any of the Company's benefits, including without
limitation any health or retirement plans. The Independent
Contractor shall not be entitled to any remuneration, benefits, or
expenses other than as specifically provided for in this Agreement.

C. The Company shall not be liable for taxes, Worker's

Compensation, unemployment insurance, employers' liability,
employer's FICA, social security, withholding tax, or other taxes
or withholding for or on behalf of the Independent Contractor or
any other person consulted or employed by the Independent
Contractor in performing Services under this Agreement. All such
costs shall be Independent Contractor's responsibility.
SECTION 5: PROPRIETARY RIGHTS
A. The Independent Contractor acknowledges that it has no right
to or interest in its work or product resulting from the Services
performed hereunder, or any of the documents, reports or other
materials created by the Independent Contractor in connection
with such Services, nor any right to or interest in any copyright
 therein. The Independent Contractor acknowledges that the
Services and the products thereof (hereinafter referred to as the
"Materials") have been specially commissioned or ordered by the
Company as "works made-for-hire" as that term is used in the
Copyright Law of the United States, and that the Company is
therefore to be deemed the author of and is the owner of all
copyrights in and to such Materials.

B. In the event that such Materials, or any portion thereof, are for
any reason deemed not to have been works made-for-hire, the
Independent Contractor hereby assigns to the Company any and
all right, title, and interest Independent Contractor may have in
and to such Materials, including all copyrights, all publishing
rights, and all rights to use, reproduce, and otherwise exploit the
Materials in any and all formats or media and all channels,
whether now known of hereafter created. The Independent
Contractor agrees to execute such instruments as the Company
may from time to time deem necessary or desirable to evidence,
establish, maintain, and protect the Company's ownership of such
Materials, and all other rights, title, and interest therein.

C. Notwithstanding the foregoing, the Company acknowledges

that the Independent Contractor's ability to carry out the work
required is heavily dependent upon the Independent Contractor's
past experience in the industry and in providing similar services to
others and they expect to continue such work in the future. Subject
to the confidentiality provisions of Section 6 below, generic
information communicated to the Company in the course of this
project either orally, in the form of presentations, or in documents
that report such general industry knowledge is not subject to the
terms of A & B above.
SECTION 6: CONFIDENTIALITY
A. In connection with the performance of Services hereunder, the
Independent Contractor may be exposed to confidential and
proprietary information of the Company, whether or not so
identified (including without limitation this Agreement). All such
confidential and proprietary information shall be subject to the
terms and conditions of the Non-Disclosure Agreement, as
annexed in Exhibit B.

B. The Independent Contractor shall not, without the prior written

consent of the Company, use the Company's name in any
advertising or promotional literature or publish any articles
relating to the Company, this Agreement, or the Services and shall
not otherwise refer to the retention of Independent Contractor to
 render consulting services hereunder.
SECTION 7: WARRANTIES AND INDEMNIFICATION
A. The Independent Contractor represents and warrants that:

i) The Services shall be performed in accordance with, and shall

not violate, applicable laws, rules or regulations, and standards
prevailing in the industry and the Independent Contractor shall
obtain all permits or permissions required to comply with such
laws, rules or regulations;

ii) The Materials shall be original, clear, and presentable in

accordance with generally applicable standards in the industry;

iii) The Materials will not contain libelous, injurious, or unlawful

material and will not violate or in any way infringe upon the
personal or proprietary rights of third parties, including property,
contractual, employment, trade secrets, proprietary information,
and non-disclosure rights, or any trademark, copyright, or patent,
nor will they contain any format, instruction, or information that is
inaccurate or injurious to any person, computer system, or
machine;

vi) The Independent Contractor has full power and authority to

enter into and perform its obligations under this Agreement; this
Agreement is a legal, valid, and binding obligation of Independent
Contractor, enforceable against it in accordance with its terms
(except as may be limited by bankruptcy, insolvency, moratorium,
or similar laws affecting creditors' rights generally and equitable
remedies); entering into this Agreement will not violate the
Charter or By-laws of Independent Contractor or any material
contract to which it is a party;

v) The Independent Contractor will perform the Services in

accordance with the specifications established by the Company.

B. The Company represents and warrants that it has full power

and authority to enter into and perform its obligations under this
Agreement; this Agreement is a legal, valid, and binding
obligation of the Company, enforceable against it in accordance
with its terms (except as may be limited by bankruptcy,
insolvency, moratorium, or similar laws affecting creditors' rights
generally and equitable remedies); entering into this Agreement
will not violate the Charter or By-laws of the Company or any
 material contract to which it is a party.

C. The Independent Contractor shall comply with all of the

Company's standards and procedures when working on-site at the
Company, including without limitation, standards relating to
security.

D. The Company shall not be liable for injury or death occurring

to the Independent Contractor or any of its employees or other
assistants in the course of performing this Agreement.

E. The Independent Contractor hereby indemnifies and holds

harmless the Company, its subsidiaries, and affiliates, and their
officers and employees, from any damages, claims, liabilities, and
costs, including reasonable attorney's fees, or losses of any kind or
nature whatsoever ("Loss") which may in any way arise from the
Services performed by the Independent Contractor hereunder, the
work of employees of the Independent Contractor while
performing the Services of the Independent Contractor hereunder,
or any breach or alleged breach by Independent Contractor of this
Agreement, including the warranties set forth herein. The
Company shall retain control over the defense of, and any
resolution or settlement relating to, such Loss. The Independent
Contractor will cooperate with the Company and provide
reasonable assistance in defending any such claim.
SECTION 8: TERM AND TERMINATION
A. The term of this Agreement shall commence on the date hereof
and shall continue until the Independent Contractor satisfactorily
completes performance of the Services (hereinafter the "Term").

B. This Agreement may be terminated:

i) by either party upon fifteen (15) days prior written notice if the
other party breaches or is in default of any obligation hereunder
and such default has not been cured within such fifteen (15) day
period

ii) by the Company at any time during the Term for any reason (or
no reason) upon ten (10) days written notice.

C. Neither party shall be liable or deemed to be in default for any

delay or failure in performance under this Agreement or
interruption of service resulting, directly or indirectly, from acts of
God, civil or military authority, acts of the public enemy, war,
riots, civil disturbances, insurrections, accidents, fire, explosions,
 earthquakes, floods, the elements, strikes, labor disputes,
shortages of suitable parts, materials, labor or transportation or
any causes beyond the control of such party.

D. Upon termination by either party, Independent Consultant shall

provide to Company any and all copies, in whole or in part, of the
Materials (as they then exist) and any and all tangible materials
the Company provided to the Independent Consultant in
connection with this Agreement.
SECTION 9: DAMAGES AND REMEDIES
A. In the event of termination of this Agreement by the Company
pursuant to Section 8.B (i), the Company shall have all remedies
available to it at law and in equity. Any and all Materials prepared
for and/or delivered to the Company prior to termination shall
remain the property of the Company.

B. In the event of termination pursuant to Section 8.B (ii), and

provided that Independent Contractor is not in material breach of
its obligations hereunder, the Independent Contractor shall be
entitled to keep all monies already paid pursuant to Section 2 and
the Company's sole obligation shall be to pay Independent
Contractor the amount due for Services already acceptably
performed and Materials already accepted, pro rata. In no event
shall the Company be liable for any lost profits or consequential,
incidental or special damages.

C. The Independent Contractor waives any and all right to

injunctive relief in the event of any dispute with the Company,
and the Independent Contractor's sole remedy in such a dispute
shall be at law.
Section 10: GENERAL TERMS
A. This Agreement shall be governed and construed in accordance
with the laws of the State of _____ applicable to contracts made
and fully performed therein, and the state and federal courts
located in _____ shall have exclusive jurisdiction of all suits and
proceedings arising out of or in connection with this agreement.
Both parties hereby submit to the jurisdiction of said courts for
purposes of any such suit or proceeding, and waive any claim that
any such forum is an inconvenient forum.

B. Any notices to either party under this Agreement shall be in

writing and delivered by hand or sent by nationally recognized
messenger service, or by registered or certified mail, return receipt
requested, to the address set forth above or to such other address
as that party may hereafter designate by notice. Notice shall be
effective when received, which shall be no greater than one (1)
business day after being sent by a nationally recognized
messenger service or three days after being sent by mail.

C. The Company may freely assign this Agreement, in whole or in

part. The Independent Contractor may not, without the written
consent of the Company, assign, subcontract, or delegate its
obligations under this Agreement, except that the Independent
Contractor may transfer the right only to receive any amounts
which may be payable to it for performance under this Agreement,
and then only after receipt by the Company of written notice of
such assignment or transfer. This Agreement shall be binding
upon and inure to the benefit of the parties' successors and
assigns.

D. The waiver by either party of a breach or violation of any

provision of this Agreement shall not constitute a waiver of any
subsequent or other breach or violation.

E. Following the expiration or termination of this Agreement,

whether by its terms, operation of law, or otherwise, the terms and
conditions set forth, as well as any term, provision, or condition
required for the interpretation of this Agreement or necessary for
the full observation and performance by each party hereto of all
rights and obligations arising prior to the date of termination, shall
survive such expiration or termination.

F. This Agreement represents the entire Agreement between the

parties. The Agreement may not be amended, changed, or
supplemented in any way except by written Agreement signed by
both parties.

By: _____________________
Title: _____________________

By: _____________________
Title: _____________________

EXHIBIT A
The following describes the Services to be performed, any
Materials that are to be delivered, and the schedule for delivery (if
applicable):
EXHIBIT B
NON-DISCLOSURE AGREEMENT