Exhibit 10.2


    
       

      CORP
        Consulting Agreement


      Exhibit
        10.2

       

      CONSULTING
        AGREEMENT

       

      This
        Consulting Agreement (“Agreement”)
        is
        between Imagitrend,
        Inc.
        (“CORP”),
        and
Tom
        Mascara
        having a
        place of business as set forth below (“Contributor”).
        This
        Agreement is effective as of July 1, 2004 (the “Effective
        Date”).
        

       

      Whereas
        CORP and
        Contributor desire to create a consulting relationship in connection with
        certain services to be provided by Contributor to CORP, as described below,
        the
        parties agree as follows:

       

      7.  Work
        and Compensation.
        Contributor agrees to perform the work set forth in Exhibit
        A
        (“Statement
        of Work”)
        and to
        provide any work product resulting therefrom to CORP. Contributor will be
        paid
        compensation in the amount and at the times set forth in Exhibit
        B,
        subject
        to timely submission of any deliverables in accordance with the schedule
        in the
        applicable Statement of Work. Unless other terms are set forth in Exhibit
        B,
        CORP
        will pay Contributor for services immediately upon receipt of Contributor’s
        detailed invoice. Contributor will provide CORP with reasonable documentation
        and work description in connection with Contributor’s invoices, as requested by
        CORP.

       

      8.  Term.

       

      8.2  Completion
        of Services.  This
        Agreement will become effective on the Effective Date and will continue in
        effect until completion of the Statement of Work as set forth in Exhibit
        A
        or any
        subsequent Statements of Work as set forth in Section 2.2, unless terminated
        earlier as set forth in Section 7.1.

       

      8.3  Subsequent
        Statements of Work.
        Contributor and CORP may from time to time execute subsequent Statements
        of Work
        in the form of Exhibit
        D,
        each of
        which will be deemed to be part of this Agreement upon the earlier of (a)
        the
        date of mutual execution of the subsequent Statement of Work or (b) the date
        when Contributor commences any work described on a subsequent Statement of
        Work
        that has been duly executed by CORP. To the extent any terms set forth on
        any
        subsequent Statement of Work conflict with the terms of this Agreement, the
        terms on the Statement of Work will prevail, but only with respect to the
        subject work described therein.

       

      9.  Responsibilities.
        Contributor will perform and promptly complete the Statement of Work set
        forth
        in Exhibit
        A
        in a
        professional and timely manner consistent with industry standards at a location,
        place and time that Contributor deems appropriate. Contributor, in its sole
        discretion, will determine the manner, method, details and means of performing
        work under a Statement of Work. Except as otherwise indicated on Exhibit
        B
        attached hereto, Contributor will provide its own equipment, tools, and other
        materials at its own expense in performing work under the Statement of Work.
        

       

      9.2  Acceptance
        or Rejection of Work.
        Upon
        Contributor’s submission of the work product, CORP will, in its sole discretion,
        accept or reject all or part of the work product or return it to Contributor
        with suggested changes. Contributor acknowledges that if the unaccepted portion
        of the work product contains any Confidential Information or CORP Materials,
        then CORP will retain sole and exclusive ownership of such property, and
        Contributor will either return the unaccepted work product to CORP or provide
        CORP with satisfactory evidence that the unaccepted work product has been
        destroyed. 

       

      9.3  Modification
        of Work Product.
        If CORP
        requires a change to the work product, it will notify Contributor of the
        requested change and the due date for resubmitting the revised work product.
        CORP may accept or reject all or part of the corrected work product at its
        sole
        discretion. CORP will have no obligation to return any accepted work product
        to
        Contributor. CORP has the right to edit or adapt any work product in any
        manner,
        including, without limitation, with respect to its form, medium, format,
        delivery mechanism or content as CORP deems appropriate. Contributor agrees
        to
        provide CORP with the information and know-how necessary for CORP to edit
        or
        adapt the work product, at no additional cost to CORP, and will cooperate
        with
        CORP in any such editing or adaptation. If the work product is an article
        or
        other written piece, Contributor agrees to provide to CORP with the work
        product, a written bibliography and list of sources contacted in the process
        of
        researching and preparing such work product and include captions and pull
        quotes
        where appropriate.

       

      10.  Ownership
        of Property.

       

      10.2  Works
        Assigned to CORP.
        Contributor will promptly make full disclosure to CORP, will provide and
        deliver
        to CORP, will hold in trust for the sole right and benefit of CORP, and will
        assign, and does hereby assign, to CORP all Contributor’s right, title and
        interest in and to any and all inventions, original works of authorship,
        developments, designs, improvements, trade secrets and other work product
        related to any Statements of Work, including tangible embodiments thereof,
        which
        Contributor may solely or jointly conceive, develop, make or reduce to practice,
        at any time during the term of this Agreement, together with all patent,
        copyright, trademark and other rights, including tangible embodiments thereof,
        that Contributor has or may acquire in all countries arising in performance
        of
        any Statement of Work (collectively, the “Works”).

       

      10.3  Intellectual
        Property Rights Registration. Contributor
        agrees to assist CORP in every lawful way to obtain, prepare and prosecute
        applications for letters patent, trademark, mask work and copyright
        registrations covering the Works assigned hereunder to CORP, in order to
        perfect
        CORP’s title to the Works, and to protect and enforce CORP’s rights in the Works
        in the U.S. or foreign countries, including promptly executing additional
        separate assignment(s) for any of the Works, whenever requested by CORP.
        Such
        obligations will continue beyond the completion of the Statement of Work
        and
        beyond the termination of this Agreement, but CORP will compensate Contributor
        at a reasonable rate for time actually spent by Contributor at CORP’s request on
        such assistance after such termination. If CORP is unable for any reason
        to
        secure Contributor’s signature to apply for or to pursue any application for any
        U.S. or foreign letters patent, trademark, mask work or copyright registrations
        covering Work assigned to CORP, then Contributor hereby irrevocably designates
        and appoints CORP and its duly authorized officers and agents as Contributor’s
        agent and attorney-in-fact, to act for and in Contributor’s behalf and stead to
        execute and file any such application and to do all other lawfully permitted
        acts to further the prosecution and issuance of letters patent, trademark,
        copyright or mask work registrations with the same legal force and effect
        as if
        executed by Contributor.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
            CORP
              Consulting Agreement

          

        

      

       

      10.4  Other
        Rights.
        If
        Contributor has any rights to any Works that cannot be assigned to CORP,
        Contributor unconditionally and irrevocably waives the enforcement of such
        rights, and all claims and causes of action of any kind against CORP with
        respect to such rights, and agrees, at CORP’s request and expense, to consent to
        and join in any action to enforce such rights. If Contributor has any right
        to
        any Works that cannot be assigned to CORP or waived by Contributor, Contributor
        unconditionally grants to CORP during the term of such rights, an exclusive,
        irrevocable, perpetual, worldwide, fully paid and royalty-free license, with
        rights to sublicense through multiple levels of sublicensees, to reproduce,
        create derivative works of, distribute, publicly perform and publicly display
        by
        all means now known or later developed, such rights and tangible embodiments
        thereof.

       

      10.5  Exceptions
        to Assignments.
        Contributor understands that the provisions of this Agreement requiring
        assignment to CORP do not apply to any invention as to which Contributor
        can
        prove the following: (a) no equipment, supplies, facility or trade secret
        of
        CORP was used in its development and (b) it does not relate to the Statement
        of
        Work or to CORP’s actual or demonstrably anticipated research and development,
        and does not result from any work performed by Contributor for CORP. Contributor
        will advise CORP promptly in writing of the existence and general nature
        of (but
        not any confidential subject matter of) any inventions that Contributor believes
        meet the criteria in this Section 4.4, and if so requested, the subject matter
        of the invention and all evidence necessary to substantiate such belief.
        

       

      11.  Representations
        and Warranties. Contributor
        hereby represents and warrants with respect to each Work that (a) the Work
        is an
        original work of Contributor or that Contributor has obtained all rights
        necessary to use it in performance under this Agreement; (b) to the best
        of
        Contributor’s knowledge, neither the Work nor any element thereof will infringe
        any applicable intellectual property rights (including, without limitation,
        copyrights, trademarks, trade secrets, moral rights, contract and licensing
        rights) of any third party; (c) Contributor has full right and power to enter
        into and perform the Statement of Work under this Agreement without the consent
        of any third party; (d) by assignment of the Work (or pursuant to Section
        4),
        CORP obtains all rights necessary to use and exploit the Work for use on
        or in
        connection with CORP’s products and services or promotion or marketing of such
        products or services; (e) except as disclosed by Contributor to CORP, the
        Work
        has not been previously published, broadcast or otherwise distributed elsewhere
        in whole or in part by the Contributor; (f) the Work does not violate any
        right
        of privacy or publicity of any person, whether contractual, statutory, common
        law or otherwise; and (g) the Work does not contain any libel or slander
        of any
        person, thing, or enterprise. If Contributor uses third parties to create
        any
        products or to perform any services related to the Work, then Contributor
        represents and warrants that Contributor has (I) obtained all of the necessary
        rights to the Work from all such third parties to the same extent as warranted
        above and (II) caused such third parties to enter into confidentiality
        agreements that contain the same language as contained in this Agreement
        with
        respect to protecting CORP’s Confidential Information.

       

      12.  Indemnification. Contributor
        will indemnify and hold harmless CORP, its parents, stockholders, officers,
        directors, employees, sub-licensees, customers and agents (collectively the
        “Indemnified
        Parties”)
        from
        any and all claims, losses, liabilities, damages, expenses and costs (including
        attorneys’ fees and court costs) that result from a breach of any representation
        or warranty of Contributor (a “Claim”)
        set
        forth in Section 5 of this Agreement, except to the extent that such Claim
        is
        directly and entirely attributable to material that CORP provided to the
        Contributor for performance of a Statement of Work.

       

      
        	13.  	
                Termination.

              


      

       

      13.2  Termination.
        This
        Agreement may be terminated by CORP with or without cause, effective upon
        delivery of written notice. Contributor may terminate this Agreement for
        any
        reason on seven (7) days’ written notice to CORP or such longer period as may be
        specified in the attached exhibits. In the event that Contributor gives notice
        of termination during the performance of the Statement of Work, the terms
        of the
        Agreement will govern completion, acceptance and payment by CORP for any
        work
        product.

       

      13.3  Return
        of Materials.
        Following any notice of termination of this Agreement given pursuant to Section
        7.1 or upon expiration of the term of this Agreement, Contributor will fully
        cooperate with CORP in all matters relating to the winding up of Contributor’s
        pending work on behalf of CORP and the orderly transfer of any work or documents
        to CORP. Contributor agrees that, at the time of terminating Contributor’s
        engagement with CORP and at any other time CORP requests, Contributor will
        deliver to CORP any and all devices, materials, software, records, data,
        notes,
        reports, proposals, lists, correspondence, specifications, drawings, blueprints,
        sketches, equipment, other documents or property, or reproductions of any
        aforementioned items (in whole or in part) belonging to CORP, its successors,
        or
        assigns, or embodying CORP’s Confidential Information or work product developed
        under this Agreement (collectively “CORP
        Materials”).
        Contributor may not retain any CORP Materials without the written authorization
        of an authorized CORP officer.

       

      
        
          
          

        

        
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            CORP
              Consulting Agreement

          

        

      

       

      13.4  CORP
        Materials.
        Contributor agrees it will not use CORP Materials for any purpose other than
        in
        performance of the Statement of Work. Upon termination, Contributor agrees
        to
        sign and deliver the “Termination Certification” attached hereto as Exhibit
        C.
        Contributor will not, during or after Contributor’s engagement with CORP,
        deliver or transfer to any person, or use, without written authorization
        by an
        authorized CORP officer any CORP Materials or other property owned by
        CORP.

       

      14.  Confidential
        Information.

       

      14.2  CORP
        Confidential Information.
        The term
“Confidential Information” will be deemed to include all information obtained by
        Contributor from CORP or disclosed to Contributor by CORP, or which Contributor
        learned of or developed during the term of and in connection with Contributor’s
        engagement, which relates to CORP’s past, present, and future research, product
        development or business activities or the results of such activities. In
        particular, Confidential Information will be deemed to include any trade
        secret,
        idea, process, invention, improvement, know-how, information, characters,
        story
        lines, prices, technique, algorithm, computer program (source and object
        codes),
        database, design, drawing, formula or test data, relating to any research
        project, work in process, future development, engineering, manufacturing,
        marketing, servicing, financing or personnel matter relating to CORP, its
        present or future products, sales, suppliers, clients, customers, employees,
        consultants, investors, licensees, licensors or business, whether in oral,
        written, graphic or electronic form, as well as any other information that
        CORP
        labels or deems Confidential Information. Confidential Information will not
        include information that Contributor can demonstrate by written record was
        previously known to Contributor or publicly disclosed without breach of an
        obligation of confidentiality, either prior or subsequent to Contributor’s
        receipt of such information.

       

      14.3  Promise
        Not to Disclose.
        Contributor agrees, at all times during the term of this Agreement and
        thereafter, to hold in strictest confidence, and not to use or disclose to
        any
        person, firm or corporation without written authorization of an authorized
        officer of CORP, any Confidential Information, except such use and disclosure
        as
        is necessary in carrying out Contributor’s work for CORP and authorized in
        writing by CORP. Contributor does not hereby receive any implied or granted
        rights or licenses to trademarks, inventions, copyrights or patents of CORP
        or
        any third parties. All Confidential Information (including all copies thereof)
        will at all times remain the property of CORP and will be returned to CORP
        after
        the Contributor’s need for it has expired, or upon request by CORP.

       

      14.4  Former
        and Current Client Information.
        Contributor agrees that Contributor will not, during Contributor’s engagement
        with CORP, improperly use or disclose any proprietary information or trade
        secrets of third parties, such as Contributor’s other employers, clients or
        companies through which Contributor has access to such information, if any.
        Contributor will not bring onto the premises of CORP or use in the performance
        of the Statement of Work, any unpublished documents or any property belonging
        to
        third parties, such as Contributor’s former employers, clients or customers, if
        any, unless consented to in writing by such party and such consents are
        submitted to CORP.

       

      14.5  Third
        Party Information.
        Contributor recognizes that CORP may have received and in the future may
        receive
        from third parties their confidential or proprietary information subject
        to
        certain duties on CORP’s part to maintain the confidentiality of such
        information and to use it only for certain limited purposes. Contributor
        agrees
        that Contributor owes CORP and such third parties, during the term of
        Contributor’s engagement and thereafter, whatever duty exists between CORP and
        such third parties to hold all such confidential or proprietary information
        in
        the strictest confidence and not to disclose it to any person, firm, or
        corporation (except as necessary in carrying out Contributor’s work for CORP
        consistent with CORP’s agreement with such third party) or to use it for the
        benefit of anyone other than for CORP or such third party (consistent with
        CORP’s agreement with such third party) without written authorization of an
        authorized officer of CORP.

       

      15.  Assignment.
        The
        rights and obligations of Contributor may be assigned upon written notice
        to
        CORP thereof, provided that, in CORP’s sole discretion and judgment, such an
        assignee is acceptable to CORP. The rights and obligations of CORP under
        this
        Agreement will inure to the benefit of and will be binding upon the successors
        and assignees of CORP.

       

      16.  Conflicting
        Work.
        Contributor agrees that, during the term of this Agreement, Contributor will
        not
        engage in any other work, consulting, or other business activity that would
        create a conflict of interest with Contributor’s obligations to CORP under this
        Agreement, unless waived in writing by CORP.

       

      
        
          
          

        

        
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            CORP
              Consulting Agreement

          

        

      

       

      17.  Independent
        Contractor Relationship.
        Contributor’s
        relationship with CORP will be that of an independent contractor and nothing
        in
        this Agreement should be construed to create a partnership, joint venture,
        or
        employer-employee relationship. Contributor is not the agent of CORP and
        is not
        authorized to make any representation, contract, or commitment on behalf
        of
        CORP. If Contributor is an individual, then he or she will not be entitled
        to
        any of the benefits which CORP may make available to its employees, including,
        but not limited to, group insurance, stock option plans, profit-sharing or
        retirement benefits. If applicable, CORP will regularly report amounts paid
        to
        Contributor by filing Form 1099-MISC with the Internal Revenue Service, as
        required by law. Because Contributor is an independent contractor, CORP will
        not
        withhold or make payments for social security, make unemployment insurance
        or
        disability insurance contributions, or obtain worker’s compensation insurance on
        Contributor’s behalf. Contributor will be solely responsible for, and agrees to
        accept exclusive liability for, complying with all applicable foreign, federal
        and state laws governing self-employed individuals, including obligations
        such
        as payment of taxes, social security, disability and other contributions
        based
        on fees paid to Contributor or its agents under this Agreement. Contributor
        hereby agrees to indemnify and hold harmless the Indemnified Parties against
        any
        and all such taxes or contributions, including penalties and
        interest.

       

      18.  Governing
        Law. This
        Agreement will be governed and construed in accordance with the laws of the
        State of Florida as applied to transactions taking place wholly within Florida
        between Florida residents. In the event of a dispute, the parties agree to
        mediate in good faith before a neutral third party agreeable to both parties
        prior to instituting any legal action other than injunctive relief, such
        mediation to take place in the County of Sarasota, Florida. Contributor hereby
        expressly consents to the personal and subject-matter jurisdiction of the
        state
        and federal courts located in the County of Sarasota, Florida, for any dispute
        arising from or related to this Agreement.

       

      19.  Survival. Any
        respective obligations of Contributor or CORP hereunder which by their nature
        would continue beyond the termination, cancellation or expiration of this
        Agreement will survive such termination, cancellation or expiration, including
        but not limited to the obligations set forth in the following provisions:
        Section 4, Section 5, Section 6, Section 7, Section 8,
        Section 11, Section 12, Section 13, Section 14,
        Section 16 and Section 18.

       

      20.  Entire
        Agreement; Amendment. This
        Agreement together with any subsequent Statements of Work hereunder constitutes
        the entire agreement between the parties regarding the services rendered
        by
        Contributor to CORP, and this Agreement supersedes all prior or contemporaneous
        agreements, commitments, representations, writings, and discussions between
        CORP
        and Contributor, whether oral or written. This Agreement may be amended only
        by
        a writing executed by Contributor and an authorized officer of CORP. Contributor
        expressly acknowledges that Contributor has read the terms of this Agreement,
        has had the opportunity to discuss those terms with his or her own legal
        counsel, and understands that this is a legally binding contract.

       

      21.  Notices.
        Any
        notice, request, demand or other communication hereunder will be in writing
        and
        will be deemed to be duly given (a) upon actual receipt when personally
        delivered to an officer of CORP or to Contributor, as the case may be, (b)
        three
        days after deposit in the U.S. Mail by certified or registered mail, return
        receipt requested with postage prepaid, or (c) upon actual receipt or two
        days
        after being sent by reputable international overnight courier, delivery fees
        prepaid; in each case addressed to the addresses set forth on the signature
        page
        of this Agreement or to such other address as either party may specify by
        notice
        to the other as provided in this section. 

       

      22.  Interpretation;
        Severability. Section
        and other headings contained in this Agreement are for reference only and
        will
        not affect the meaning or interpretation of this Agreement. If any provision
        of
        this Agreement is considered unclear or ambiguous, it will not be construed
        against the party that drafted the provision, but instead will be construed
        to
        effectuate the intent of both parties as expressed in this
        Agreement. 
        Should
        any valid federal or state law or final determination of any administrative
        agency or court of competent jurisdiction invalidate or otherwise affect
        any
        provision of this Agreement, any provision so affected will be conformed
        automatically and to the extent possible to the law or determination in question
        and enforced insofar as possible consistent with the intent of the parties,
        and
        in all events the remaining provisions of this Agreement will continue in
        full
        force and effect.

       

      23.  Counterparts.
         This
        Agreement may be executed in counterparts, each of which will be deemed to
        be an
        original.

       

      24.  Attorneys’
        Fees.  If
        an
        action is brought to interpret or enforce the terms of this Agreement, the
        prevailing party will be entitled to recover from the non-prevailing party,
        in
        addition to all other remedies at law and equity, all costs and expenses
        incurred by the prevailing party with respect to such action, including but
        not
        limited to attorneys’ fees, costs and disbursements.

       

      
        
          
          

        

        
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            CORP
              Consulting Agreement

          

        

      

       

      
        
          	
                  In
                    Witness Whereof,
                    the parties hereto have caused this Consulting Agreement to be
                    duly
                    executed as of the first date written above.

                
	
                   

                	
                   

                
	
                  CORP:
                    Imagitrend, Inc.

                	
                  Contributor:
                    Tom Mascara

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                  /s/
                    Russell Haraburda

                	
                  /s/
                    Thomas Mascara

                
	
                  Signature

                	
                  Signature

                
	
                   

                	
                   

                
	
                  Russell
                    Haraburda

                	
                  Thomas
                    Mascara

                
	
                  Name
                    (please print)

                	
                  Name
                    (please print)

                
	
                   

                	
                   

                
	
                                                                   
                         

                	
                                                                      

                
	
                  Title

                	
                  Title

                
	
                   

                	
                   

                
	
                       7-1-04                        
                    

                	
                       7-1-04                        
                    

                
	
                  Date

                	
                  Date

                
	
                   

                	
                   

                
	
                   

                	
                   

                
	
                  Address
                    for Notices:

                	
                  Address
                    for Notices:

                
	
                  Imagitrend,
                    Inc.

                	
                                                                   
                    

                
	
                  1900
                    Main Street, Suite 312

                	
                                                                   
                    

                
	
                  Sarasota,
                    Florida 34236

                	
                                                                   
                    

                
	
                  Phone:
                    (941) 365-8835

                	
                   

                
	
                  Attention:
                    President & CEO

                	
                   

                
	
                   

                	
                   

                
	
                  Attachments:

                	
                   

                
	
                  Exhibit
                    A—Statement of Work and Project Schedule

                	
                   

                
	
                  Exhibit
                    B—Payment Schedule

                	
                   

                
	
                  Exhibit
                    C—Contributor Termination Certification

                	
                   

                
	
                  Exhibit
                    D—Form of Subsequent Statement of Work

                	
                   

                


        

      

       

       

      

        Signature
          Page to

        CORP
          Consulting Agreement

      

      


      
        
          
          

        

        
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            CORP
              Consulting Agreement

          

        

         

      

      EXHIBIT
        A

      


      STATEMENT
        OF WORK and PROJECT SCHEDULE

      


      
        	1.  	
                Title
                  of Project: Comprehensive Business Development (Marketing, Alliances,
                  Asset Acquisition)

              


      

      


      
        	2.  	
                Scope
                  of Work: For the purpose of this Statement of Work, “Project” means that
                  within Twenty-Four
                  (24) months, Contributor will be responsible for creating and performing
                  the following deliverables and services pursuant to the schedules
                  and
                  conditions herein described.


              


      

       

      
        	a.  	
                Undertake
                  study of current markets, competitors, and potential new markets
                  for
                  CORP.

              


      

       

      
        	b.  	
                Prepare
                  at least 2 in-depth market analysis binders at least 1”
                  thick

              


      

       

      
        	c.  	
                Develop
                  and submit two brand/identity concepts, brochures and marketing
                  materials

              


      

       

      
        	d.  	
                Draft
                  at least 2, and up to 4, new and updated business plans for CORP
                  as it
                  grows

              


      

       

      
        	e.  	
                Draft
                  pro forma financial statements and financial projections for CORP’s
                  business plans and for study of potential strategic alliances and
                  asset
                  acquisitions

              


      

       

      
        	f.  	
                In-depth
                  research of 8 potential, significant asset acquisitions, including
                  a total
                  of at least 200 pages of compiled research materials and supporting
                  notes

              


      

       

      
        	g.  	
                Present
                  at least 6 potential significant strategic alliances to CORP, including
                  arranging meetings and conducting negotiations with the
                  same.

              


      

       

      
        	h.  	
                Obtain
                  and review business plans for analysis of strategic alliances and
                  asset
                  acquisition

              


      

       

      
        	i.  	
                Due
                  diligence review of potential alliances and acquisition, including
                  review
                  of corporate documents, SEC filings, current contracts, and financial
                  statements

              


      

       

      
        	j.  	
                Personally
                  participate in negotiations with potential alliances and asset
                  acquisitions, including personal meetings with management and other
                  key
                  personnel of same

              


      

       

      
        	k.  	
                Personally
                  contact, interview, and recruit executives for CORP’s advisory
                  board

              


      

       

      
        	l.  	
                Travel,
                  lodging, meals, and entertainment related to developing contacts
                  with
                  corporate management for the purposes listed in points f, g, j,
                  and k
                  above, expenses for which will be reimbursed by CORP subject to
                  presentation of supporting documents for
                  same

              


      

       

      
        	m.  	
                Periodic
                  telephone, Powerpoint, and/or personal presentations of results
                  to CORP
                  

              


      

       

      
        	n.  	
                Return
                  of all research materials to CORP

              


      

       

      3.        
        Project
        Dates: 

      Project
        start date: 7/1/04

      Project
        completion date: 7/1/06 

      


      4. Approvals
        and Feedback. All Contributor Deliverables associated with the Project will
        be
        subject to approval and acceptance by CORP (“Approvals”). Approvals are based on
        CORP’s standards and subject to CORP’s sole discretion. In the event that CORP
        denies an Approval, CORP will submit to Contributor a detailed written
        description of why an Approval was withheld and recommend a course of action
        and
        required fixes (“Feedback”), all of which Contributor will be responsible for
        implementing as a prerequisite for receiving Approvals. Deliverables that
        do not
        receive Approvals will be modified by Contributor to comply with Feedback
        and
        resubmitted to CORP for Approvals. This process will repeat itself until
        all
        Deliverables comply with Feedback. Project shall not be deemed complete until
        Contributor receives all the scheduled CORP Approvals. 

       

      

        Exhibit
          A, page 1

         

      

      
        
          
          

        

        
          6

          
            

          

        

        
          
            CORP
              Consulting Agreement

          

        

      

      
         

      

      5. Points
        of
        Contact. Each Party will provide a single point of contact that will have
        the
        authority to communicate all final decisions, which will be deemed final
        and
        official (“Primary Contact”). For the purpose of this SOW, Primary Contacts for
        each party will be:

      


      
        	
                Primary
                  Contributor Contact:

              	
                Primary
                  CORP Contact:

              
	
                Name: 

              	
                Name:
                  ... 

              
	
                Title:
                   

              	
                Title:
                  CEO 

              
	
                Phone:
                   

              	
                Phone:
                  ((XXX)
                  XXX-XXXX 

              
	
                Fax:
                   

              	
                Fax: 

              
	
                E-Mail:
                   

              	
                E-Mail:
                  

              


      

      


      For
        record-keeping purposes only, the alternate contact person for each party
        will
        be:

      


      
        	
                Alternate
                  Contributor Contact:

              	
                Alternate
                  CORP Contact:

              
	
                Name:
                        

              	
                Name: 

              
	
                Title:
                        

              	
                Title:
                  

              
	
                Phone:
                        

              	
                Phone: 

              
	
                Fax:
                        

              	
                Fax: 

              
	
                E-Mail:
                        

              	
                E-Mail:
                   

              


      

       

       

      

        Exhibit
          A, page 2

         

      

      
        
          
          

        

        
          7

          
            

          

        

        
          
            CORP
              Consulting Agreement

          

        

      

       

      EXHIBIT
        B

      


      COMPENSATION

      


      AMOUNT
        AND PAYMENT SCHEDULE

      


      


      


      Payments
        will be due and payable upon the schedule set forth below:

      


      
        	
                Due
                  date 

              	
                Payment

              
	
                1st
                  of
                  each month, beginning 7/1/04

              	
                $15,000

              


      

      


      


      CORP
        shall reimburse Contributor for travel, lodging, meals, and entertainment
        upon
        receipt of invoice for the same.

      


      If
        CORP
        does not make payments timely according to this schedule, such payments will
        accrue and may be paid in such other lump sums as the parties mutually agree,
        at
        such times as are mutually agreeable.

       

      

        Exhibit
          C, page 1

         

      

      
        
          
          

        

        
          8

          
            

          

        

        
          
            CORP
              Consulting Agreement

          

        

      

       

      EXHIBIT
        C

      


      CONTRIBUTOR
        TERMINATION CERTIFICATION

      


      


      This
        is
        to certify that Contributor does not have in its possession or control, nor
        has
        it failed to return, any devices, software, materials, records, data, notes,
        reports, proposals, lists, correspondence, specification, drawings, blueprints,
        sketches, equipment, other documents or property, or reproductions of any
        aforementioned items (in whole or in part) belonging to CORP, its subsidiaries,
        affiliates, successors or assigns.

      


      Contributor
        further agrees that it will preserve as confidential all trade secrets,
        confidential knowledge, data or other proprietary information relating to
        products, processes, know-how, designs, formulas, development or experimental
        work, computer programs, data bases, other original works of authorship,
        customer lists, business plans, financial information or other subject matter
        pertaining to any business of CORP or any of its clients, Contributors or
        licensees.

      


      Contributor
        hereby irrevocably grants, assigns and transfers to CORP, all right, title
        and
        interest worldwide in and to the Works (as such term is defined in the
        Independent Contractor Services Agreement entered into between Contributor
        and
        CORP) and tangible embodiments thereof, including without limitation,
        copyrights, moral rights, contract and licensing rights. 

      


      


      


      Date:                  
        Contributor  

      


      Signature         

      


      Print
        Name              

      


      Title                 
              

       

       

      

        Exhibit
          C, page 2

      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
            CORP
              Consulting Agreement

          

        

         

      

      PLEASE
        NOTE: This is a sample Subsequent Statement of Work.  Should CORP
        and
        Contributor agree to Contributor performing additional work for CORP that
        is not
        covered by the Statement of Work as set forth in Exhibit A to this Agreement,
        CORP will prepare a formal Subsequent Statement of Work for Contributor’s review
        and execution.

      


      


      EXHIBIT
        D

      


      SUBSEQUENT
        STATEMENT OF WORK No.      

      


      This
        Subsequent Statement of Work is incorporated by reference in the Independent
        Contractor Services Agreement between CORP and         
        (“Contributor”) having an Effective Date of       
        (the
“Agreement”). It sets forth work tasks, deliverable work product, dates for
        completion of work and delivery of work product, and payment schedule and
        terms.
        This Subsequent Statement of Work is subject to the provisions of the Agreement,
        including, without limitation, the ownership by CORP of all rights, title,
        and
        interest in intellectual property arising in performance of this Subsequent
        Statement of Work. Any capitalized terms used but not defined in this Exhibit
        D,
        retain the same meaning given them in the Agreement. 

      


      Title
        of
        Effort:                         
          Starting
        Date:          
             

      


      List
        of
        Tasks and Due Date:

           

      


      


      


      Payment
        Schedule and Terms: 

           

      


      


      Address
        where payment should be mailed:                  
                         
             

                                                                     
                                         
             

                                                                    
           
                              
             

       

       

      

        
          	
                  ACCEPTED
                    AND AGREED TO:

                	
                  ACCEPTED
                    AND AGREED TO:

                
	
                  Contributor

                	
                  [CORP]

                
	
                   

                	
                   

                
	
                  _                                                                   
                     

                	
                  _                                                                     

                
	
                  (Signature)

                	
                  (Signature)

                
	
                   

                	
                   

                
	
                  _                                                                       

                	
                  _                                                                       

                
	
                  (Print
                    Name)

                	
                  (Print
                    Name)

                
	
                   

                	
                   

                
	
                  _                                                                     

                	
                  _                                                                      

                
	
                  (Title)

                	
                  (Title)

                
	
                   

                	
                   

                
	
                  _                                                                       

                	
                  _                                                                        

                
	
                  (Date)

                	
                  (Date)

                


        

      

      


        Exhibit
          D, page 1

         

      

      
        
          
          

        

        
          10