EXHIBIT 10.2
HTRG CONSULTING AGREEMENT

                     SOFTWARE DEVELOPMENT AGREEMENT
                         ------------------------------


THIS  AGREEMENT  ("Agreement")  is  hereby entered into between HTRG Consulting,
Inc.,  with  offices  at  1712  Featherwood Street, Silver Spring, MD 20904-6659
("Contractor")  and  Syndication.net,  with  offices  at  22909  Davis  Mill Rd,
Germantown,  MD  20876  ("Customer")  on  the  following  terms  and conditions:

1.    General  Undertaking.  The Contractor shall perform the following services
      --------------------
at the prices set forth in Section 3(a)("Contractor Services") according to this
Agreement:

    (a)     Software  Design.  The  Contractor is being hired to design, develop
            ----------------
and  implement  computer  software  to  automate  and  improve  certain business
operations  of  the  Customer in accordance with the attached Statement of Work.
Contractor  shall  analyze the business operations specified in the Statement of
Work  and prepare written recommendations and a functional design of software to
automate  and improve those operations (the "Functional Design"). The Functional
Design  shall  be  reviewed  by  Customer  and then refined by Contractor into a
detailed  "Technical  Design"  for  the  "Software"  (including, e.g., input and
output  formats,  screen  layouts,  program descriptions, data and file layouts,
flowcharts, security features, telecommunications requirements, error conditions
and  messages,  documentation  requirements,  development schedule and any third
party  software  or  equipment).

    (b)    Software  Development.  Upon  Customer's  approval  of  the Technical
           ---------------------
Design,  the  Contractor  shall  proceed  with  actual  development, testing and
implementation  of  the  Software  in  accordance  with the Technical Design and
Section  2  ("Project  Management").

    (c)    Training  Services.  In  consideration  of  Customer's payment of the
           ------------------
Training  Fee  described in the Schedule of Prices plus reimbursement for travel
costs  authorized  under  Section  3(c)("Out-of-Pocket  Costs  &  Taxes"),  the
Contractor  shall  provide Customer the number of Training Days at the locations
identified  in the Statement of Work for the training of Customer's staff in the
use  and  operation  of  the  Software.

    (d)    User  Documentation.  The  Contractor shall, no later than sixty (60)
           -------------------
calendar  days  after  final delivery and Customer's acceptance of the Software,
provide Customer one (1) copy of "Documentation" describing in reasonable detail
understandable  by  an  operator of general proficiency the use and operation of
the  Software.  The Documentation shall be supplied in magnetic and printed form
and  may  be  reproduced  by  Customer  for  purposes  authorized  herein.

    (e)    Software  Maintenance.  Any  support  or  maintenance of the Software
           ---------------------
beyond  any  warranty  coverage  described  in Section 8 ("Warranties") shall be
provided  under  a  separate  agreement negotiated in good faith by the parties.

2.    Project  Management.
      -------------------

    (a)    Project  Coordinators. Each party shall appoint a project coordinator
           ---------------------
having  day-to-day responsibility for overseeing and coordinating the activities
contemplated  herein,  including  scheduling  and  presiding  over  meetings,
design/review  sessions,  coordinating  its  staff  and  conducting  testing and
acceptance  of  deliverables. The initial project coordinator for Customer shall
be  Brian  Sorrentino; the project coordinator for Contractor shall be H. Thomas
Gibbs. Each party acknowledges the importance of maintaining a stable work force
and shall make reasonable effort to retain their respective project coordinators
for  the  duration  of  this  project.


(b)    Certain  Customer  Responsibilities.  The  Customer  shall  make  every
       -----------------------------------
reasonable  effort  to  maintain a stable scope of work and shall provide timely
feedback  and approval of all work product delivered hereunder. In addition, the
Customer  shall  ensure  that  (i)  any  associated  software  and equipment are
installed  and  operated according to applicable manufacturer specifications and
recommendations;  (ii)  all  upgrades,  new  releases and engineering changes to
associated  software and equipment specified or recommended by Contractor or the
applicable  manufacturer  have been procured by Customer and properly installed;
(iii)  a  continuous,  uninterrupted  and suitable power supply and temperature,
humidity  and  other environmental conditions recommended by the manufacturer or
Contractor  have  been  implemented  and  maintained;  (iv)  no other associated
software  or  equipment  having  an  adverse  impact  on  the performance of the
Software  have been introduced; (v) no changes to any source code, configuration
parameters  or  other  user-adjustable  features for the Software have been made
without  the express consent of Contractor, and (vi) Customer periodically makes
and  stores  in  a safe place archival copies of the Software, other software or
valuable  data  affected  by  the  operation  or  malfunction  of  the Software.

    (c)    Testing  &  Acceptance.
           ----------------------

        (i)    Test  Procedure.  Contractor  shall  install and provide Customer
               ---------------
reasonable  on-site  assistance  in testing the Software. Following delivery and
installation,  Customer shall have ten (10) business days (the "Test Period") to
conduct  reasonable  testing  of  the  Software to determine whether it performs
substantially  in  accordance  with the Technical Design. Customer shall provide
reasonable access to its premises, proper environmental and site conditions, any
required  test  data  in  proper format and the cooperation of its staff and any
other  contractors  to  assist Contractor during installation and testing of the
Software.  On-site  testing  shall  be conducted by reference to a written "Test
Plan"  approved by Contractor. Customer shall provide Contractor contemporaneous
"sign-offs"  as  each  function  on  the  Test  Plan  is  demonstrated.

        (ii)    Correction  of  Defects.  If no material variances from the Test
                -----------------------
Plan  are  identified  in  writing during the Test Period, the Software shall be
deemed  accepted by Customer. If material defects are identified during the Test
Period,  Customer shall provide a written "punchlist" identifying the particular
specification  at  issue  and  providing detailed reasons why the tested feature
does  not  meet  the  specification. Contractor shall not be required to correct
minor  imperfections  or  defects that do not materially impair the operation of
the Software. Contractor shall have a reasonable opportunity to correct, replace
or  provide  functional  "workarounds"  for  all  punchlist items or to commence
corrective  action reasonably acceptable to Customer and proceed with reasonable
diligence  to  completion.

        (iii)  Acceptance of Software.  The Software shall be deemed accepted if
               ----------------------
Customer  does  not  notify  Contractor  of any material defects during the Test
Period  or,  if  Customer  makes  beneficial  use  of  the  Software,  it  shall
conclusively  be  deemed  accepted  and any outstanding punchlist items shall be
covered  to  the  extent provided under Section 8 ("Warranties"). Customer shall
not  reject Software containing nonconformities without first attempting in good
faith  to  make  beneficial  use  of  the Software in its diminished capacity in
exchange  for  an  equitable  adjustment  to  the  Agreement.

    (d)    Project  Schedule.  The  parties shall prepare a Project Schedule for
           -----------------
the  work  contemplated  herein. Unless otherwise agreed in writing, any Project
Schedule  prepared  by  the  parties  shall  be considered a reasonably accurate
estimate,  subject  to  revision.

3.    Price  &  Payment.
      -----------------

    (a)    Contractor  Services.  Contractor  shall accept 100,000 shares of the
           --------------------
companies  common  stock as compensation for any software design and development
services  referenced  in  Section  1 ("General Undertaking"). Any excess cost of
labor  for  completing the Statement of Work shall be borne by Contractor. It is
further  agreed  by  the parties that the company will register 50,000 shares of
such  common stock in the next registration statement to be filed by the company
with  the  Securities  and  Exchange  Commission.



(b)    Certain  Other  Charges.  Any services performed outside the scope of the
       -----------------------
work  described  in  Section  1  ("General  Undertaking")  shall be subject to a
separate  work  order  and,  unless  otherwise  agreed,  shall be compensated at
Contractor's  then  current  reasonable  rates.

    (c)    Out-of-Pocket  Costs  & Taxes.  Except as otherwise set forth in this
           -----------------------------
Agreement,  prices  quoted  for  services  do  not  include  and  Customer shall
reimburse  Contractor  for  its  cost  of  travel (air & cab fare, lodging, auto
rental  or  local  mileage, standard per diem, etc.) and out-of-pocket costs for
photocopying,  overnight  courier,  long-distance telephone and the like. Unless
separately  stated on invoices paid hereunder, Customer shall indemnify and hold
Contractor  harmless  from  all  sales,  use,  gross receipts, value-added, GST,
personal  property  or  other  tax  or  levy  (including interest and penalties)
imposed  on  the  services  or  technology delivered hereunder, other than taxes
based  on  the  net  income  of  Contractor.

4.    Proprietary  Rights.
      -------------------

    (a)    Custom  Work  Product  Defined.  "Custom  Work  Product"  means  any
           ------------------------------
Functional  Design,  Technical  Design  and  any  software  (including programs,
modules,  code,  algorithms,  flowcharts,  data  diagrams, documentation and the
like) created by Contractor after the effective date of this Agreement on behalf
of  Customer  and  in  furtherance of the Statement of Work. Custom Work Product
does  not  include  any preexisting software owned by Contractor or by any third
party  and  incorporated  or  "embedded" into the Custom Work Product ("Embedded
Software").

    (b)    Ownership,  Licensing  of  Technology.
           -------------------------------------

        (i)    Ownership.  Contractor shall own all right, title and interest to
               ---------
the Custom Work Product. Customer expressly acknowledges and agrees that none of
the Custom Work Product shall be deemed to constitute "work made for hire" under
the  Federal  copyright  laws  (17 U.S.C. Sec. 101) and, alternatively, Customer
hereby  irrevocably  assigns  to Contractor all ownership rights and irrevocably
waives  all  other  rights (including moral rights) it might have in Custom Work
Product.

        (ii)    Single  Machine  License.  Customer  is  granted with respect to
                ------------------------
each  copy  of  the  Software  (including  Custom  Work Product and any Embedded
Software)  for  which  the  applicable  license  fee  has  been paid, a paid-up,
perpetual,  nonexclusive  license  to  install, store, load, execute and display
(collectively,  "Use")  the  Software solely in support of its internal business
operations  on the single CPU on which it was originally installed. The Software
may  be  relocated  to another single CPU of Customer, provided no more than one
(1)  copy per license is installed or Used on more than one CPU at any one time.
This  license  may  not  be  transferred  by Customer without Contractor's prior
written  consent  (which  shall  not  unreasonably  be  withheld) and may not be
sublicensed  by  Customer  without  Contractor's  prior  written  consent.

    (c)    Source Code License.  The technology licensed under Subsection (b) is
           -------------------
being  provided  in  source  code form strictly for internal Use by Customer and
subject to the restrictions set forth in Section 5 ("Confidential Information").
Unless  otherwise agreed, the source code shall contain comments and annotations
reasonably  needed by a programmer of general proficiency to perform maintenance
and  compile  the  source  code  into  an  object  code  version,  and  shall be
accompanied  by  a  description of relevant hardware and operating environments,
functional  copies  of  all  test  programs  and information about utilities and
compilers.



5.    Confidential  Information.
      -------------------------

    (a)    Acknowledgment  of  Confidentiality.  Each  party hereby acknowledges
           -----------------------------------
that  it may be exposed to confidential and proprietary information belonging to
or  supplied  by  the  other party or relating to its affairs including, without
limitation,  Custom  Work  Product,  any  Embedded  Software and other technical
information  (including  any  Functional  Design,  Technical  Design,  drawings,
analysis, research, processes, computer programs, methods, ideas, "know how" and
the like), business information (sales and marketing research, materials, plans,
accounting  and financial information, personnel records and the like) and other
information  designated  as  confidential  expressly  or by the circumstances in
which it is provided ("Confidential Information"). Confidential Information does
not  include  (i)  information  already  known or independently developed by the
recipient  outside  the  scope of this project by personnel not having access to
Confidential  Information;  (ii)  information  in  the  public domain through no
wrongful  act  of  the recipient, or (iii) information received by the recipient
from  a  third  party  who  was  free  to  disclose  it.

    (b)    Covenant  Not  to  Disclose.  With  respect  to  the  other  party's
           ---------------------------
Confidential  Information,  and  except  as  expressly  authorized  herein,  the
recipient  hereby agrees that during the Term hereof and at all times thereafter
it shall not use, commercialize or disclose such Confidential Information to any
person  or  entity, except to its own employees having a "need to know" (and who
are  themselves  bound by similar nondisclosure restrictions), and to such other
recipients  as  the  other party may approve in writing; provided, that all such
recipients  shall  have  first  executed  a  confidentiality agreement in a form
acceptable  to  the  owner  of such information. Neither party nor any recipient
may:  (i) alter or remove from any Software or associated Documentation owned or
provided  by  the  other  party  any  proprietary, copyright, trademark or trade
secret legend, or (ii) attempt to decompile, disassemble or reverse engineer the
other party's Confidential Information (and any information derived in violation
of  such  covenant  shall automatically be deemed Confidential Information owned
exclusively by the owner of the original source materials). Each party shall use
at  least the same degree of care in safeguarding the other party's Confidential
Information  as it uses in safeguarding its own confidential information, but in
no  event  shall  less  than  due  diligence  and  care  be  exercised.

6.    Nonsolicitation.  During  the Term hereof and for a period of one (1) year
      ---------------
thereafter,  Customer  agrees  not to hire, solicit, nor attempt to solicit, the
services  of  any  employee  or  subcontractor  of  Contractor without the prior
written  consent  of  Contractor.  Violation  of  this  provision  shall entitle
Contractor  to  assert  liquidated  damages  against  the  Customer equal to one
hundred  (100)  percent  of  the  solicited  person's  annual  compensation.

7.    Injunctive Relief.  The parties acknowledge that violation by one party of
      -----------------
the  provisions  of  Section  4 ("Proprietary Rights"), Section 5 ("Confidential
Information")  or  Section 6 ("Nonsolicitation") would cause irreparable harm to
the  other  party not adequately compensable by monetary damages. In addition to
other relief, it is agreed that temporary and permanent injunctive relief should
be  available  without  necessity  of  posting  bond  to  prevent  any actual or
threatened  violation  of  such  provisions.

8.    Warranties.
      ----------

    (a)    Noninfringement  Warranty.  Contractor represents and warrants to the
           -------------------------
best  of  its  knowledge  and  belief  that  the Software, when properly used as
contemplated  herein,  will  not  infringe  or  misappropriate any United States
copyright,  trademark,  patent,  or the trade secrets of any third persons. Upon
being notified of a claim contrary to such warranty, Contractor shall (i) defend
through  litigation  or  obtain  through  negotiation  the  right of Customer to
continue  using  the  Software;  (ii)  rework  the  Software  so  as  to make it
noninfringing  while preserving the original functionality, or (iii) replace the
Software  with  functionally  equivalent  software.  If  none  of  the foregoing
alternatives  provide an adequate remedy, Customer may terminate all or any part
of  this  Agreement  and  recover  amounts  paid  hereunder  with respect to the
infringing  Deliverable.

    (b)    Limited  Warranty.   Contractor  represents and warrants for a period
           -----------------
of  one (1) year from the date of delivery ("Warranty Period") that it will make
its best effort to ensure the Software operates substantially in accordance with
the  Technical Design; provided, that (i) the Software is installed, implemented
and  operated  in  accordance with all instructions supplied by Contractor; (ii)
Customer  notifies  Contractor  of any such defect within ten (10) calendar days
after  the appearance thereof; (iii) Customer has properly installed all updates
made  available  with  respect  to  the  Software,  and  updates  recommended by
Contractor  with  respect  to  any  third  party  software  products  (including
operating  system  software)  that  materially  affect  the  performance  of the
Software;  (iv)  Customer  has  properly  maintained  all  associated equipment,
software  and  environmental  conditions  in  accordance  with  applicable
specifications  and  industry  standards;  (v) Customer has not introduced other
equipment  or software creating an adverse impact on the Software; (vi) Customer
has  paid  all  amounts  due hereunder and is not in default of any provision of
this  Agreement;  (vii)  any  Functional  Design or Technical Design provided by
Customer  is  an  accurate  and  complete  rendering  of  the relevant features,
applicable  interfaces and associated operating environment, and (viii) Customer
has  made no changes (nor permitted any changes to be made other than by or with
the  express  approval  of  Contractor)  to  the  Software  source  code.  ANY
UNAUTHORIZED  CHANGES  TO  SOFTWARE  SOURCE CODE WILL VOID THE WARRANTY PROVIDED
UNDER  THIS  SECTION.

    (c)    Year  2000  Standards.    Contractor  represents  and  warrants  that
           ---------------------
during  the  Warranty Period and for so long as Customer continuously subscribes
to  any  available  Software  support  services  it will make its best effort to
ensure  the  Software  records,  stores,  recognizes,  interprets, processes and
presents  both  20th and 21st century dates using four digit years substantially
according  to  formats  and  assumptions specified in the Technical Design. This
warranty  is  subject  to the same conditions specified in subsection (b) above.
This warranty does not apply insofar as the Software derives date functions from
other  programs  (e.g.,  operating  system  run-time  libraries,  databases  or
firmware)  nor  does  it  require  Contractor to workaround or accommodate other
programs  that  are  not  compliant  with  Year  2000  Standards.

    (d)    No  Undocumented  Features.  Contractor  represents and warrants that
           --------------------------
(i) none of the Software will contain any timer, counter, lock or similar device
(other  than  security  features  specifically  approved  by  Customer  in  the
specifications)  that  inhibits or in any way limits its ability to operate, and
(ii)  it  will scan the Software with commercially available anti-virus software
and  shall  use  due  diligence to remove viruses capable of being detected with
such  software. All corrections shall be as fully warranted as the original work
through  expiration  of  the  original  Warranty  Period.

    (e)    Warranty Disclaimer.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION
           -------------------
("WARRANTIES")  THE  CONTRACTOR  HEREBY  DISCLAIMS WITH RESPECT TO ALL SERVICES,
SOFTWARE,  CUSTOM  WORK  PRODUCT  OR  OTHER DELIVERABLES PROVIDED HEREUNDER, ALL
EXPRESS  AND  IMPLIED  WARRANTIES,  INCLUDING  ANY  IMPLIED  WARRANTIES  OF
MERCHANTABILITY,  TITLE,  ACCURACY,  INTEGRATION  OR  FITNESS  FOR  A PARTICULAR
PURPOSE.  STATEMENTS  REGARDING  YEAR 2000 ARE "YEAR 2000 READINESS DISCLOSURES"
ENTITLED  TO  CERTAIN  PROTECTIONS  UNDER  FEDERAL  LAW.

9.    Limitation  of  Remedies  & Liabilities.  The parties acknowledge that the
      ---------------------------------------
following  provisions have been negotiated by them and reflect a fair allocation
of  risk:

    (a)    Remedies.  Except  for  certain  injunctive  relief  authorized under
           --------
Section  7  ("Injunctive  Relief"),  Customer's  sole and exclusive remedies for
Contractor's default hereunder shall be (i) to obtain the repair, replacement or
correction  of  the  defective  Software,  services or deliverable to the extent
warranted under Section 8 ("Warranties") or, if Contractor reasonably determines
that  such remedy is not economically or technically feasible, (ii) to obtain an
equitable  partial  or full refund of amounts paid with respect to the defective
Software,  services  or  deliverable.

    (b)    Liabilities.  CONTRACTOR SHALL NOT BE LIABLE FOR ANY AMOUNT EXCEEDING
           -----------
THE  TOTAL  PORTION OF THE CONTRACT PRICE ACTUALLY PAID BY CUSTOMER. IN NO EVENT
SHALL  CONTRACTOR BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
SAVINGS,  LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF CONTRACTOR IS NOTIFIED IN
ADVANCE  OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER
OF  THIS  AGREEMENT.

10.    Notices.  Notices  sent to either party shall be effective when delivered
       -------
in  person or transmitted by telecopier ("fax") machine, one (1) day after being
sent  by overnight courier, or two (2) days after being sent by first class mail
postage  prepaid.  A  facsimile  of this Agreement and notices generated in good
form  by  a  fax  machine  (as  well as a photocopy thereof) shall be treated as
"original"  documents  admissible into evidence unless a document's authenticity
is  genuinely  placed  in  question.

11.    Term,  Termination.  The  term  of  this  Agreement  (the  "Term")  shall
       ------------------
commence  upon  the date last below written and shall continue in full force and
effect  until  work  described in Section 1 ("General Undertaking") is completed
according to its terms. Either party may, in addition to other relief, terminate
this  Agreement  if  the  other party breaches any material provision hereof and
fails  within  ten  (10) days after receipt of notice of default to correct such
default  or to commence corrective action reasonably acceptable to the aggrieved
party  and  proceed  with  due diligence to completion. Either party shall be in
default  hereof  if it becomes insolvent, makes an assignment for the benefit of
its creditors, a receiver is appointed or a petition in Bankruptcy is filed with
respect  to  the party and is not dismissed within thirty (30) days. Termination
shall  have  no  effect  on  the  parties' rights or obligations under Section 5
("Confidential  Information"),  Section  6  ("Nonsolicitation")  or  Section  7
("Injunctive  Relief").

12.    Disputes,  Choice  of  Law.  Except for certain emergency judicial relief
       --------------------------
authorized  under  Section  7  ("Injunctive Relief") which may be brought at any
time, the parties agree that all disputes between them shall first be subject to
the  procedures  in Section 11 ("Term, Termination") and then shall be submitted
for  informal  resolution  to  their  respective  chief  operating officers. Any
remaining  dispute  shall be submitted to a panel of three (3) arbitrators, with
each  party  choosing  one  (1)  panel member and the third member chosen by the
first  two  (2)  panel members. The proceedings shall be conducted in accordance
with  the  Commercial Arbitration Rules of the American Arbitration Association.
The  award  of  the  arbitrators  shall  include  a written explanation of their
decision, shall be limited to remedies otherwise available in court and shall be
binding upon the parties and enforceable in any court of competent jurisdiction.
THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN ACCORDANCE WITH THE
SUBSTANTIVE  LAWS  OF  THE  UNITED  STATES AND MARYLAND, AND ANY ACTION SHALL BE
INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN SUCH DESIGNATED
STATE.

13.    Independent Contractor Status.  Each party and its people are independent
       -----------------------------
contractors  in  relation to the other party with respect to all matters arising
under this Agreement. Nothing herein shall be deemed to establish a partnership,
joint  venture, association or employment relationship between the parties. Each
party  shall remain responsible, and shall indemnify and hold harmless the other
party,  for the withholding and payment of all Federal, state and local personal
income,  wage,  earnings,  occupation,  social  security, worker's compensation,
unemployment,  sickness  and  disability  insurance  taxes,  payroll  levies  or
employee benefit requirements (under ERISA, state law or otherwise) now existing
or hereafter enacted and attributable to themselves and their respective people.

14.    Security,  No  Conflicts.  Each  party  agrees to inform the other of any
       ------------------------
information  made  available to the other party that is classified or restricted
data,  agrees  to  comply with the security requirements imposed by any state or
local  government, or by the United States Government, and shall return all such
material  upon  request.  Each  party  warrants  that  its participation in this
Agreement  does  not  conflict  with  any contractual or other obligation of the
party  or  create  any conflict of interest prohibited by the U.S. Government or
any  other  government  and  shall  promptly  notify the other party if any such
conflict  arises  during  the  Term.

15.    Insurance,  Indemnity.  Each  party  shall  maintain  adequate  insurance
       ---------------------
protection  covering its respective activities hereunder, including coverage for
statutory  worker's  compensation,  comprehensive  general  liability for bodily
injury  and tangible property damage, as well as adequate coverage for vehicles.
Each party shall indemnify and hold the other harmless from liability for bodily
injury,  death and tangible property damage resulting from the acts or omissions
of its officers, agents, employees or representatives acting within the scope of
their  work.

16.    Compliance  with  Export  Regulations.  Customer has or shall obtain in a
       -------------------------------------
timely  manner  all  necessary  or  appropriate  licenses,  permits  or  other
governmental  authorizations  or  approvals; shall indemnify and hold Contractor
harmless  from,  and bear all expense of, complying with all foreign or domestic
laws, regulations or requirements pertaining to the importation, exportation, or
Use  of  the  technology  to be developed or provided herein. Customer shall not
directly  or  indirectly  export  or  re-export  (including by transmission) any
regulated technology to any country to which such activity is restricted by U.S.
regulation  or  statute,  without the prior written consent, if required, of the
Bureau  of  Export  Administration  of  the  U.S.  Department  of Commerce. This
provision  and  the  assurances  made  herein  shall survive termination of this
Agreement.

17.    Miscellaneous.  This  document  and  the  accompanying  Statement of Work
       -------------
constitute  the entire agreement between the parties with respect to the subject
matter  hereof  and supersede all other communications, whether written or oral.
This  Agreement may be modified or amended only by a writing signed by the party
against  whom  enforcement  is  sought. Except as specifically permitted herein,
neither  this  Agreement  nor  any  rights  or  obligations  hereunder  may  be
transferred  or  assigned by Customer without Contractor's prior written consent
and  any  attempt  to the contrary shall be void. Contractor reserves all rights
not specifically granted herein. Neither party shall be liable for delays caused
by  events  beyond  its  reasonable  control.  Any  provision  hereof found by a
tribunal  of  competent  jurisdiction  to  be  illegal or unenforceable shall be
automatically  conformed  to  the  minimum  requirements  of  law  and all other
provisions shall remain in full force and effect. Waiver of any provision hereof
in  one  instance  shall  not  preclude enforcement thereof on future occasions.
Headings  are  for  reference  purposes  only  and  have  no substantive effect.


IN  WITNESS  WHEREOF,  for  adequate  consideration  and intending to be legally
bound,  the  parties  hereto  have caused this Agreement to be executed by their
duly  authorized  representatives.


     HTRG  Consulting,  LLC.                    Syndication.net

     By:                                 By:

     Name:                               Name:

     Title:                              Title:

     Date:                               Date: