compagrmntformarkwilliams.htm


                                                                                                                        Exhibit 10.18

     

    
 

    


    PROFESSIONAL
SERVICES AGREEMENT

    


    This
Professional Services Agreement (the “Agreement”) is entered into as of , by and
among Mark Williams
(Consultant), having a principal place of business at 18931 Fernbrook
Court, Saratoga, CA 95070 and CS Financing Corporation
(Customer), having a principal place of business at 21 Tamal Vista Blvd., Suite 230,Corte
Madera, California 94925

    


    


    RECITALS

    


    
      	
               
      

            	
              A.

            	
              Consultant
      is in the business of providing business-consulting services for its
      customers.

            


    

    


    B.           Customer
is in need of the Consultant’s services.

    


    
      	
               
      

            	
              C.

            	
              Customer
      desires Consultant to perform services under the terms and conditions more
      fully set forth below.

            


    

    


    AGREEMENT

    


    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows.

    


    1.           PROFESSIONAL
SERVICES.  Consultant shall
perform the Services described in any Project Assignment attached hereto
(Exhibit A) in a workmanlike manner according to the schedule of work set forth
therein.  A copy of the form of Project Assignment is attached hereto
as Exhibit A
and incorporated herein by reference ("Project
Assignment").  Consultant and Customer acknowledge that the terms of
this Agreement will apply to all services performed by Consultant for Customer
even if a Project Assignment form has not been completed for a special
assignment.

    


    2.           PAYMENT
FOR SERVICES.  Customer shall pay Consultant the fee set forth
in the Project Assignment for the performance of the Services. Consultant shall
submit monthly invoices to Customer for the Services rendered. Customer shall
pay Consultant within 15 days of invoice date.  At the time that
Customer’s business expands and there is an additional need for Consultant,
Consultant shall submit monthly invoices to Customer for services
rendered.  Customer shall pay within 15 days of invoice
date.

    


    3.           RELATIONSHIP
OF PARTIES.  Consultant is an independent contractor and is not
an agent or employee of Customer, and has no authority whatsoever to bind
Customer by contract or otherwise. Consultant shall perform the Services under
the general direction of Customer and shall devote its best efforts to the
performance of the Services to the reasonable satisfaction of
Customer.  Notwithstanding, Consultant shall determine, in
Consultant’s
sole discretion, the manner and means by which the Services are accomplished,
subject to the express condition that Consultant shall at all times comply with
applicable law.

    


    4. TRAVELS
AND EXPENSE.  Customer shall
reimburse Consultant for all ordinary, necessary, and reasonable travel expenses
incurred by Consultant while performing services on behalf of
Customer.

    


    5.           FACILITIES.  Customer
shall provide reasonable computer machine time, materials and any other
services, which may be necessary to Consultant in connection with the
performance of the Services.

    


    6.           TAXES AND
BENEFITS.  Consultant acknowledges and agrees that it shall be
the obligation of Consultant to report as income all compensation received by
Consultant pursuant to this Agreement. Consultant has the obligation to pay the
personnel performing services for the Customer, provide workers compensation
insurance and withhold the appropriate taxes and other payments from the
compensation paid to Consultant’s
personnel.  Consultant shall indemnify Customer and hold it harmless
to the extent of any obligation imposed on Customer to pay any taxes or
insurance, including without limitation, withholding taxes, social security,
unemployment, or disability insurance, including interest and penalties thereon,
in connection with any payments made to Consultant by Customer pursuant to this
Agreement.

    


    7.           CONFIDENTIALITY.  Consultant
and Customer and their respective agents, directors, officers and employees
shall hold the other party’s
Confidential Information in strict confidence and not use on their own behalf or
disclose such Confidential Information to any third
parties.  Consultant and Customer and their respective agents,
directors, officers and employees shall deliver promptly all Confidential
Information of the other party in their possession upon the request of the other
party.  For purposes hereof, "Confidential Information" includes all
confidential and proprietary information disclosed by either party including but
not limited to software source code, technical and business information relating
to a party's current and proposed products and services, research and
development, production, manufacturing and engineering processes, costs, profit
or margin information, finances, customers, prospects, potential customers,
suppliers, marketing and production, personnel future business plans and any
information marked confidential by either party.  "Confidential
Information" also includes proprietary or confidential information of any third
party who may disclose such information to Consultant or
Customer.  These obligations shall not apply to Confidential
Information which is already known to either party or its agents at the time it
is disclosed, or which before being divulged either (a) has become publicly
known through no wrongful act of either party; (b) has been rightfully received
from a third party without restriction on disclosure and without breach of this
Agreement; (c) has been independently developed by the either party or its
agents; (d) has been approved for release by written authorization of either
party; (e) has been disclosed pursuant to a requirement of a governmental agency
or of law.

    


    8.           WARRANTY. Consultant does not warrant
the services will be error-free. If a particular deliverable is found to be
defective as a result of the work performed by Consultant, Consultant’s
sole obligation, at its option, under this warranty is to repair the defect or
develop a work around solution. NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY,
CONSULTANT SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR
EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR
SERVICES.

    


    9. TERMS AND
TERMINATION.  This Agreement
shall commence on the date first written above and shall continue until
terminated as follows:

    


    (a)           Either
party may terminate the Agreement in the event of a breach by the other party of
any of its obligations contained herein if such breach continues uncured for a
period of ten (10) days after written notice of such breach to the other
party;

    


    (b)           Either
party may terminate this Agreement upon written notice to the other party if
either party is adjudicated bankrupt, files a voluntary petition of bankruptcy,
makes a general assignment for the benefit of creditors, is unable to meet its
obligations in the normal course of business as they fall due or if a receiver
is appointed on account of insolvency;

    


    (c)           Either
party may terminate this Agreement for its convenience upon fifteen (15) days
written notice to the other or if there is no outstanding Project
Assignment.

    


    Upon the
termination of this Agreement for any reason, each party shall be released from
all obligations and liabilities to the other occurring or arising after the date
of such termination, except that any termination shall not relieve Consultant or
Customer of their obligations under Paragraph 6 ("Taxes
and Benefits"), Paragraph 7
("Confidentiality"), Paragraph 8 ("Right to Hire") and Paragraph 14
("General"), nor shall any such termination relieve Consultant or Customer from
any liability arising from any breach of this Agreement.

    


    10.           BINDING
ARBITRATION.  In the event a
dispute of any kind or nature arises under this Agreement, any documents
executed in connection with this Agreement, or any matters related to this
Agreement, the parties shall, within ninety (90) days of the receipt by the
other party of a demand for arbitration, submit the dispute to binding
arbitration, through the San Francisco office of the American Arbitration
Association, under the Commercial Arbitration Rules of the American Arbitration
Association.  In the event the parties are unable to agree upon an
arbitrator, the arbitrator shall be appointed in accordance with the rules and
procedures of the American Arbitration Association.  The fees for the
arbitration proceedings shall be forwarded by the party demanding
arbitration.  However, the arbitration fee shall be paid or reimbursed
by the non-prevailing party, as determined by the arbitrator, who shall also
award appropriate attorney's fees and costs to the prevailing
party.

    


    11.           INDEMNIFICATION.  Customer
shall defend, indemnify and hold Consultant harmless from any and all damages,
liabilities, costs and expenses (including, but not limited to reasonable
attorneys' fees) incurred by Consultant as a result of (i) any breach of this
Agreement by Customer; or (ii) Customer’s violation of any governmental laws,
rules, orders or regulations. Consultant shall provide Customer with written
notice of the claim and permit Customer to control the defense, settlement,
adjustment or compromise of any such claim.  Consultant may employ
counsel at its own expense to assist it with respect to any such claim;
provided, however, that if such counsel is necessary because of a conflict of
interest of either Customer or its counsel or because Customer does not assume
control, Customer will bear the expense of such counsel.

    


    In
connection with this indemnification, the Customer agrees to insure Consultant
under the Directors and Officers insurance policy obtained by the Customer at
the Customer’s expense.

    


    12.           GENERAL

    


    (a)        Assignment.  The
rights and liabilities of the parties hereto shall bind and inure to the benefit
of their respective successors, executors and administrators, as the case may
be.

    


    (b)       Attorney's
Fees.  If any action at law or in equity is necessary to
enforce the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and expenses in addition to any other relief
to which such prevailing party may be entitled.

    


    (c)      Governing Law; Jurisdiction
and Severability.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California.  The
parties agree that the United Nations Conventions on Contracts for the
International Sale of Goods is specifically excluded in its entirety from
application to this Agreement.  Except as set forth in paragraph 12,
the sole and exclusive jurisdiction for any dispute or legal brought in
connection with this agreement shall be the Superior Court of Santa Clara County
or the Federal District Court Northern District of California.  If any
provision of this Agreement is for any reason found by a court of competent
jurisdiction to be unenforceable, the remainder of this Agreement shall continue
in full force and effect.

    


    (d)           Counterpart.   This
Agreement may be executed in counterparts, each of which shall constitute an
original and all of which shall be one and the same instrument. A facsimile copy
shall serve as an original.

    


    (e)           Complete Understanding
Modification.  This Agreement constitutes the full and complete
understanding and Agreement of the parties hereto and supersedes all prior
understandings and agreements.  Any waiver, modification or amendment
of any provision of this Agreement shall be effective only in writing and signed
by the parties thereto.

    


    (f)           Waiver.  The
failure of either party to insist upon strict compliance with any of the terms,
covenants or conditions of this Agreement by the other party shall not be deemed
a waiver of that term, covenant or condition, nor shall any waiver or
relinquishment of any right or power at any one time be deemed a waiver or
relinquishment of that right or power for all or any other time.

    


    (g)           Incorporation by
Reference.   Any exhibits referred to within this
Agreement shall be considered as incorporated into, and part of, this
Agreement.

    


    
      	
              (h)  

            	
              Notices.  Any
      notices required or permitted hereunder shall be given to
    the

            


    

    appropriate
party at the address specified above or at such other address as the party shall
specify in writing and shall be by personal delivery, facsimile transmission or
certified or registered mail.  Such notice shall be deemed given upon
personal delivery to the appropriate address or upon receipt of electronic
transmission or, if sent by certified or registered mail, three days after the
date of the mailing.

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement, effective as of the
date and year first above written.

    


    
      	
              CONSULTANT:

            	
              CUSTOMER:

            


    

    


    
      	
              Mark
      Williams, CPA

            	
              CS
      Financing Corporation

            


    

    


    
      	
              __/s/ Mark
      Williams_______

            	
              __/s/ Timothy
      Redpath________

            


    

    
      	
               
      

            	
              __Timothy Redpath,
      President_____