Exhibit 10.15


     

    Exhibit
      10.15

    
 

    Homeland
      Integrated Security Systems, Inc.

    


    SALES
      REPRESENTATIVE AGREEMENT

    


    THIS
      AGREEMENT Is made and entered into as of the 22nd day of June , 2005, by and
      between HISS, a Florida corporation ("HISS"), a d HISS I ("Representative"),
      (Homeland Integrated Security Systems, a corporation organized and existing
      under the laws of Florida.

    


    A.
      HISS
      designs and/or manufactures security system software and products, including
      Cyber Tracker, Radiation Detection equipment, and cellular phones.

    


    B.
      Representative represents that it Is familiar with the market for HISS's
      products and wishes to act as a sales representative for HISS's Products (a
      defined below) in the Territory (as defined below).

    


    NOW,
      THEREFORE, in consideration of the mutual promises and mutual covenants
      exchanged, the parties hereby agree as follows:

    


    1.
      Definitions. As used herein:

    


    1.1
      "Products" shall mean those standard SAW/GC Systems and accessories and related
      products offered by HISS for sale in the Territory which are listed in Exhibit
      A
      attached hereto, as the same may be amended or modified from time to time by
      HISS in its sole discretion.

    


    1.2
      “Territory” shall mean the geographical area or areas described in Exhibit B
      attached hereto, as the same may be amended or modified from time to time by
      duly authorized representatives of the parties hereto in writing.

    


    1.3
      "Net
      Billings" shall mean all amounts invoiced in respect to the sale of Products
      actually shipped to a customer, less actual discounts, credits, refunds and
      allowances made, freight, transportation, C.O.D., insurance and similar charges,
      manufacturers warranty charges. and any applicable sales, use or other similar
      taxes.

    


    1.4
      "Bookings" shall mean orders from customers that have-been received,
      acknowledged and accepted by HISS and scheduled for shipment to the
      customer.

    


    1.5
      "Commissions" shall mean Representative's compensation for performance of Its
      duties hereunder at the rates set forth in Exhibit A attached hereto, as the
      same may be amended or modified from time to time by HISS in its sale discretion
      by giving at" least thirty (30) days' prior. written notice to Representative
      before such change becomes· effective. The new commission rates shall apply to
      all orders received or dated after the effective date of such
      notification.

    


    1.6
      "House Accounts" shall mean those customers for or purchasers of HISS Products
      which are located within the Territory and which are designated from time to
      time in writing by HISS as House Accounts. House Accounts designated by HISS
      at
      the time of execution of this Agreement are set forth In Exhibit B attached
      hereto. HISS may in its sole discretion designate other customers as House
      Accounts by giving Representative at least ten (10) days prior written notice
      of
      such designation before such designation becomes effective.

    


    1.7
      "Regular Accounts" shall mean those customers for or purchasers of HISS Products
      which are not defined in Section 1.6 above and shall be serviced by the
      Representative.

     

    
      
         

      

      
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    1.8
      "Industrial Distributor" shall mean those persons, firms or organization~
      purchasing HISS Products for resale to customers in the Territory (excluding
      House:

    Accounts)
      in accordance with distributorship agreements entered into from time to time
      with HISS.

    


    1.9
      "Confidential Information" shall mean all information made available by HISS
      to
      Representative, Its agents or employees, in connection with this Agreement
      which
      HISS protects against unrestricted disclosure to others and which: (i) if in
      written or other tangible form, is clearly designated as "Confidential"; or
      (ii)
      if disclosed orally, Is designated as "Confidential" in a written memorandum
      delivered by H 15S promptly following such oral disclosure. By way of
      Illustration, but no limitation, Confidential Information may include
      proprietary technical data and concepts, vendor and customer information,
      financial information and marketing data.

    


    2.
      Sales
      Agency Arrangement.

    


    2.1
      Appointment. HISS hereby appoints Representative as HISS's nonexclusive sales
      representative to solicit orders for Products in the Territory) and
      Representative hereby accepts such appointment, subject to the terms and
      conditions of this Agreement. Notwithstanding the foregoing, HISS reserves
      the
      right during the term of this Agreement to sell Products directly to House
      Accounts without paying Commissions to Representative.

    


    2.2.
      Solicitation of Orders.

    


    (a)
      Representative agrees to use its diligent and best efforts to solicit orders
      and
      promote sales of Products in the Territory and to devote such time and e1\fort
      to such activities as is reasonably necessary to provide coverage for existing
      and potential accounts within the Territory on a regular basis, consistent
      with
      good business practices.

    


    (b)
      Representative shall solicit orders for Products at such prices, and on such
      other terms and conditions, as may be established by HISS from time to time.
      All
      quotations for Products must be made on HISS’s standard quotation forms and be
      based upon HISS's published prices and standard terms and conditions as then
      in
      effect, unless deviations there from have been approved in advance by HISS.
      No
      quotation will be valid for a period of more than thirty (30) days unless
      otherwise approved in advance by HISS. Representative will provide to HISS
      copies of all quotations and correspondence with customers and potential
      customers.

    


    (c)
      All
      Purchase Orders solicited by Representative are subject to written acceptance
      by
      an officer or other authorized employee of HISS. and no Purchase Order shall
      be
      binding upon HISS until so accepted. All orders will be , accepted only in
      accordance with HISS's Standard Terms and Conditions of Sale. HISS reserves
      the
      right to alter or amend its Standard Terms and Conditions of Sale at any time
      and such revised Standard Terms and Conditions of Sale shall be used for all
      sales after the effective date of such revisions. Representative agrees that
      it
      shall have no authority to accept any order, assume, create or modify any
      agreement or obligation or authorize any allowance, adjustment or return of
      Products on behalf of HISS and shall so advise all customers and potential
      customers with whom it deals.

     

    
      
         

      

      
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    (d)
      HISS
      shall have the right to change its standard price list at any, time and from
      time to time during the term of this Agreement, provided that HISS shall give
      Representative thirty (30) days' advance notice of any such price change. No
      price change shall be effective for Products covered by a Purchase Order
      accepted by HISS prior to the effective date of such price change. The price
      of
      all Products shall include the cost of standard packaging in accordance with
      HISS's standard commercial practices. All freight, Insurance, shipping and
      non-standard packaging expense shall be borne by and invoiced to the customer
      unless otherwise specified in HISS's quotation.

    


    (e)
      All
      invoices in connection with Purchase Orders solicited by Representative shall
      be
      rendered by HISS, directly to the customer, with a copy thereof to be forwarded
      to Representative, in accordance with HISS's established invoicing practices.
      Responsibility for all collections shall rest with HISS; provided, however,
      that
      HISS does not warrant the collectibility of any invoice. Representative agrees,
      upon HISS's request, to assist HISS in effecting the collection of receivables
      from customers solicited by Representative.

    


    2.3
      Other
      Duties of Representative. During trial term of this Agreement, Representative
      agrees as follows: 

    


    (a)
      Representative shall maintain at least one office in the Territory which shall
      be continually open and adequately staffed during normal business
      hours.

    Representative
      shall employ an adequate number of qualified sales personnel, at such
      compensation and on such other conditions as Representative may deem
      appropriate, In order to enable Representative to discharge its duties
      hereunder;

    


    (b)
      Upon
      request of HISS, Representative agrees to undertake, at Representative's
      expense, those administrative functions HISS deems reasonably I required for
      proper management of the sales activity, including, but not limited
      to:

    


    (i)
      Attendance of sales personnel at Regional Sales Conferences for the region
      in
      which the Territory is located and at National Sales Conferences.

    


    (ii)
      Submission of rolling three-month forecasts of bookings and billings forecasts
      to HISS every month.

    


    (iii)
      Submission of annual sales forecasts.

    


    (iv)
      Submission of customer contact reports on a regular basis.

    


    (c)
      Representative shall obtain, and regularly report to HISS, information
      concerning existing and potential markets for existing Products, as well as
      customer Interest in potential new or modified Products within HISS's field
      of
      operations;

    


    (d)
      Representative shall cooperate with and assist HISS in Implementing such
      promotional and merchandising campaigns as HISS may from time to time
      undertake;

    


    (e)
      Representative shall regularly report to HISS regarding activities of HISS's
      competitors of which Representative becomes aware during the course of
      Representative's services hereunder;

     

    
      
         

      

      
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    (f)
      Representative shall properly store and maintain all Products and other property
      of HISS which may be supplied to Representative on consignment, for
      demonstration purposes or otherwise, and shall return the same to HISS in good
      condition (reasonable wear and tear excepted) upon the termination of this
      Agreement or HISS's request therefore. Representative shall be responsible
      for
      normal maintenance of all demonstration units when they are located in the
      Territory. Representative shall provide monthly inventory reports to HISS of
      any
      Products or other property of HISS, which is in Representative's possession,
      or
      in transit to or from Representative, and shall be responsible for any loss
      or
      shortage. Representative shall keep appropriate and adequate records of any
      Products or other property of HISS shipped to and from Its premises under its
      control or direction, and shall maintain suitable warehousing facilities where
      required. HISS shall have the right, on request, to examine and/or audit all
      records pertaining thereto and to conduct a physical inventory on reasonable
      notice;

    


    (g)
      Representative shall promptly notify HISS of any complaint or claim made or
      brought against Representative or HISS with respect to any Product;

    


    (h)
      Representative shell promptly notify HISS of all inquiries regarding Products
      received by Representative from sources outside the Territory;

    


    (i)
      Representative shall avoid any actual or potential conflict of interest with
      its
      duties to HISS hereunder. Representative shall not represent any other
      manufacturer or supplier of equipment competitive with the Products without
      the
      prior written consent of HISS; and

    


    m
      Representative shall attend, at Representative's expense, at least one of HISS's
      periodic training sessions per year.

    


    2.4.
      Duties of HISS. During the term of this Agreement, HISS agrees as
      follows:

    


    (a)
      HISS
      shall provide Representative with current technical Information regarding the
      Products. HISS may add or delete Products which it offers for sale from time
      to
      time in its sole discretion; and

    


    (b)
      HISS
      shall furnish to Representative, without charge, reasonable quantities of
      promotional sales literature and brochures, catalogue sheets, price lists and
      engineering data and such other information and sales aids as, in HISS's
      opinion, are appropriate for use by Representative in soliciting the sale of
      Products hereunder, which materials may be used by Representative solely to
      support its sales activities on HISS's behalf.

    


    2.5
      Commissions.

    


    (a)
      As
      sole and exclusive compensation for Representative's services hereunder, HISS
      shall pay Commissions to Representative, at the rates set forth in Exhibit
      A
      attached hereto, on (i) the Net Billings directly invoiced by HISS with respect
      to sales of Products to Regular Account customers located in the Territory
      I and
      (ii) the Net Billings invoiced by HISS's Industrial Distributors with respect
      to
      sales of Products for shipment to Regular Account customers of Representative
      located in the Territory, but excluding in each case Net Billings with respect
      to sales of Products to House Accounts.

    


    (b)
      Commission payments with respect to sales of Products made directly through
      Representative shall be made by the fifteenth (15th) day of the calendar month
      following the month in which HISS receives payment from its
      customers.

     

    
      
         

      

      
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    (c)
      There
      shall be deducted from any Commission payment due Representative an amount
      equal
      to the total of: (i) any Commissions previously paid in respect to sales of
      Products which have subsequently been returned; and (ii) a pro rata portion
      of
      any Commissions previously paid in respect to Products upon which refunds or
      credits have subsequently been allowed by HISS.

    


    (d)
      Each
      Commission payment shall be accompanied by a statement setting forth in
      reasonable detail the computation of the Commissions being paid, and any
      deductions thereto for identifying invoices by number.

    


    (e)
      HISS
      may, in its sole discretion, allocate Commissions to be shared between two
      or
      more of HISS's Representatives. Representative shall be notified in writing
      of
      HISS's determination, which shall be final.

    


    (f)
      Commissions shall not accrue or be payable on orders or shipments for any
      non-production items, such as experimental samples. tools or equipment,
      development or experimental products, special testing equipment or any similar
      equipment, paperwork, or for non-recurring engineering or technology transfer
      charges, royalties or license fees.

    


    (g)
      If
      this Agreement is terminated by either party, Commissions shall thereafter
      be
      determined and payable in accordance with Section 5.

    


    (h)
      Any
      claim or dispute Representative may have, which is related to or arises out
      of
      the payment of Commissions hereunder shall be submitted to HISS in writing
      within thirty (30) days after Representative knows of, or has reason to know
      of,
      the basis for the claim or dispute. Failure to give notice shall relieve HISS
      from any and all liability for such claim or dispute. The provisions of this
      subsection shall survive the termination of this Agreement.

    


    3.
      Warranties and Limitations of Liability.

    


    HISS
      shall provide to customers solicited by Representative only such limited product
      warranties as are contained in its Standard Terms and Conditions of Sale, as
      modified from time to time. Representative shall make no representations or
      warranties to customers or potential customers Inconsistent with or in addition
      to those contained in such terms and conditions.

    


    4.
      Confidential Information and Trademarks.

    


    4.1
      Proprietary Rights. Representative agrees that HISS retains proprietary rights
      in and to all product specifications, designs, engineering details, discoveries,
      inventions, patents, trade secrets and other proprietary rights relating to
      the
      Products (the "Proprietary Information"). The Products are offered for sale
      and
      are sold by HISS subject in every case to the condition that such sale does
      not
      convey any license, expressly or by implication, estoppel or otherwise, to
      manufacture, duplicate or otherwise copy or reproduce any of the
      Products.

    


    4.2
      Protection of Confidential Information. Representative agrees to protect the
      confidentiality of all Confidential Information (including without limitation
      the Proprietary Information) with the same degree of care as Representative
      accords to Representative's own confidential and proprietary information and
      to
      use such Confidential Information only for purposes related to this Agreement;
      provided, however, that Representative shall not be obligated to treat
      information as Confidential Information, if such information:

     

    
      
         

      

      
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    (a)
      Was
      rightfully in Representative's possession, or rightfully known to
      Representative, prior to its receipt from HISS; or

    


    (b)
      Is or
      becomes public knowledge without the fault of Representative;

    


    or

    


    (c)
      Is or
      becomes rightfully available to Representative without confidential restriction
      from a source having no duty of confidentiality to HISS.

    


    4.3
      Continuation of Obligations. The obligations imposed by Section 4.2 shall
      continue during the term of this Agreement and for a period of two (2) years
      thereafter. Upon termination of this Agreement, Representative will return
      to
      HISS, within thirty (30) days, all Confidential Information in written or other
      tangible form, and all reproductions, copies, extracts or summaries thereof,
      in
      its possession.

    


    4.4
      Trademarks. HISS hereby grants Representative the right to use HISS's trademarks
      solely in connection with the solicitation of orders for Products hereunder
      and
      for such other purposes as may be approved in advance by HISS. Representative
      acknowledges that such trademarks are and shall remain the sole" property of
      HISS. Representative shall not do or suffer to be done any act or thing that
      will in any way impair the rights of HISS in and to any HISS trademark.
      Representative agrees not to use or register for use any name or mark
      confusingly similar to any trademark of HISS. Upon termination of this Agreement
      for any reason, Representative agrees to discontinue use of all HISS
      trademarks.

    


    5.
      Term
      and Termination.

    


    5.1
      Term.
      Unless terminated sooner as herein provided, the term of this Agreement shall
      be
      for a period of twelve (12) months from the date of this Agreement. Furthermore,
      this Agreement will be automatically renewed for additional twelve (12)-month
      terms, unless HISS gives notice of termination of the Agreement to
      Representative at least thirty (30) days' prior to the expiration of the initial
      or any renewal term.

    


    5.2
      Termination by HISS for Cause. This Agreement may be immediately terminated
      by
      HISS upon the breach or default by Representative of any of the material terms,
      obligations, covenants, representations or warranties contained herein,
      including, without limitation, Representative's misuse of Confidential
      Information or the engagement in activities competitive with the sale of
      Products by HISS, by giving written notice of termination and specifying such
      breach or default. Representative shall not be entitled to receive any
      Commission payments after termination of this Agreement by HISS for
      cause.

    


    5.3
      Termination Without Cause. This Agreement may be terminated by either of the
      parties without cause upon written notice to the other party given at least
      thirty (30) days prior to the effective date of termination stated in the
      notice. In such event, Representative shall receive Commissions only on Bookings
      made directly through Representative prior to the date of termination, which
      result in payments made within six (6) months after the date of
      termination.

     

    
      
         

      

      
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    6.
      Miscellaneous.

    


    6.1
      Nature of Relationship. Representative shall at all times during the performance
      of its services hereunder be an independent contractor, maintaining sole and
      exclusive control over its business, operations and employees. Except as
      specifically provided herein, all expenses and disbursements, including, but
      not
      limited to. those for travel, entertainment, office, clerical, insurance,
      employee compensation and general selling expenses, that may be incurred by
      Representative in connection with this Agreement shall be borne wholly and
      completely by Representative, and HISS shall be in no way responsible or liable
      therefore. Except as specifically provided herein, neither party shall have,
      or
      shall hold itself or himself out as having, any right, power or authority to
      create any contract or obligation, either express or implied, on behalf of,
      in
      the name of, or binding upon the other or to pledge the other's credit or to
      extend credit in the other's name.

    


    6.2
      Notices. All notices and other communications required or permitted hereunder
      shall be in writing and shall be deemed effectively given upon personal delivery
      or on the day sent by facsimile transmission if a true and correct copy is
      sent
      the same day by first class mail, postage prepaid, or by dispatch by an
      internationally recognized express courier service, to the proper parties at
      the
      appropriate business addresses.

    


    6.3
      Damages. HISS shall not in any way be liable for any losses, injuries, damages
      or claims of any nature whatsoever, which Representative may be subject to
      or
      incur as a result of any of its activities in connection with this Agreement.
      Representative will carry adequate insurance, at its own expense, to cover
      such
      contingencies and will, upon request, submit proof thereof to HISS's
      satisfaction. Representative shall indemnify and hold HISS harmless from any
      claims or losses for property damage, personal injury, or any other liability
      arising from the negligence or fault of Representative, its employees or
      agents.

    


    6.4
      Headings. The headings of the several sections of this Agreement are inserted
      for the convenience of reference only and are not intended to affect the meaning
      or interpretation of this Agreement.

    


    6.5
      Counterparts. This Agreement may be executed in counterparts, and delivery
      of a
      signed counterpart by facsimile shall constitute valid execution and delivery
      of
      this Agreement.

    


    6.6
      Assignment. Neither this Agreement, nor any rights or obligations hereunder
      may
      be assigned, delegated or transferred In any manner by Representative without
      the prior written consent of HISS. This Agreement shall bind and inure to the
      benefit of any successors or assigns of HISS and to any permitted successors
      or
      assigns of Representative.

    


    6.7
      Entire Agreement. This Agreement, including Exhibits A and B hereto, constitutes
      the entire agreement between the parties pertaining to the subject matter
      contained herein and supersedes all prior and contemporaneous negotiations,
      representations, agreements and understandings of the parties. Except for
      amendments or modifications permitted to be made by HISS in its sole discretion,
      no supplement, modification or amendment of this Agreement shall be binding
      unless executed in writing by the party sought to be bound.

    


    6.8
      Applicable Law. This Agreement shall be governed by and construed and
      interpreted in accordance with the laws of the State of Florida without regard
      to any principles governing conflicts of laws. Any action or proceeding brought
      under or arising out of this Agreement shall be litigated or brought In an
      appropriate state or federal court in the State of Florida. The trade terms
      under this Agreement shall be governed by and interpreted In accordance with
      the
      provisions of the Uniform Commercial Code, as adopted In the State of Florida)
      and shall not be subject to or governed by the United Nations Convention on
      Contracts for the International Sale of Goods.

     

    
      
         

      

      
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    6.9
      Severability. Should any provision of this Agreement be determined to be
      invalid, it should be severed from this Agreement and the remaining provisions
      of this Agreement shall remain in full force and effect.

    


    6.10
      Non-Waiver. The failure of either party to enforce at any time any provision
      or
      provisions of this Agreement shall In no way be considered to be a waiver of
      such provision or provisions, nor shall such failure affect the validity of
      this
      Agreement in any way. The failure of either party to exercise any such provision
      or provisions shall not be construed as a waiver of any continuing or succeeding
      breach of such provision, a waiver of the provision itself, or a waiver of
      any
      other right under this Agreement.

    


    6.11
      Attorneys’ Fees. In the event of any action or proceeding brought by one party
      against the other concerning this Agreement, whether for declaratory or other
      relief, the prevailing party shall be entitled, in addition to any other rights
      and remedies it may have, to reimbursement for its expenses incurred thereby,
      including court costs and reasonable attorneys' fees.

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
      the
      date first set forth above.

    


    

      
        	
                /s/
                  John Nodine__________________

              	
                HISS,
                  Inc.

              
	
                (Sales
                  Agent)

              	 
	 	 
	
                By:___________________________

              	
                By:
                  /s/ Brian Riley

              
	 	
                Its:

              
	 	 
	
                Name:
                  John
                  Nodine_______________

              	
                Name:
                  Brian
                  Riley_____________

              
	
                Title:
                  President__________________

              	
                Title:
                  Sec/Treasurer____________

              
	
                Address:
                  21
                  Loop Rd _____________

              	
                Address:
                  2
                  Town Square________

              
	
                             
                  Arden, NC 28704_________

              	
                             
                  Asheville, NC
                  28803_____

              


      




    
      
         

      

      
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    EXHIBIT
      A

    SALES
      REPRESENTATIVE AGREEMENT

    


    Dated:
      ______

    


    1.
      PRODUCTS

    


    The
      HISS
      products covered by this Agreement are listed below:

    


    All
      HISS
      Standard Products and Options (Hardware and Software) listed on the effective
      ,
      2005

    


    2.
      COMMISSIONS OR REPRESENTATIVE DISCOUNT SCHEDULE FOR DIRECT AND INDUSTRIAL
      DISTRIBUTOR SALES

    


    A.
      Cyber
      Tracker/Port Systems- (Includes Military) - 50% net profit (Less equipment,
      local commissions, maintenance and set up)

    


    B.
      Radiation Detection (Duke Pro) - Shared 50% net commission on all
      sales.

    


    C.
      Radiation/explosive detection Wand - Shared 50% net commission on all
      sales.

    


    D.
      Sensor
      Pack- Shared 50% net commission on all sales

    


    
      
         

      

      
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    STRATEGIC
      ALLIANCE AGREEMENT

    


    This
      Strategic Agreement (this "Agreement") is entered into as of the 22 day
      of
      June, 2005 (hereinafter referred to as the effective date of the Agreement),
      by
      and between SMALL CORPORATION, a Georgia corporation (hereinafter referred
      to as
      "Small "), and LARGE CORPORATION, a Delaware corporation (hereinafter referred
      to as "Large").

    


    WITNESSETH:

    


    WHEREAS,
      Small and Large wish to enter into a strategic alliance to market and perform
      certain complementary business consulting services;

    


    NOW.
      THEREFORE. in consideration of the foregoing and of the mutual premises
      hereinafter expressed, the parties hereto do mutually agree as
      follows:

    


    ARTICLE
      1. SCOPE OF STRATEGIC ALLIANCE.

    


    A.
      Small
      shall, in a professional manner, take all steps necessary to market and perform
      its Business Improvement Program and its other services (collectively the "Small
      Services") for clients referred to Small by Large. Any engagement to perform
      Small Services shall be on such terms and conditions as Small may approve in
      its
      sole discretion. Small will perform, schedule. staff and manage all Small
      Services, Notwithstanding the foregoing, Large may, at its election, bill the
      client directly for Small Services and under such circumstances Small shall
      bill
      Large the pre-agreed amount for the engagement as adjusted by any
      client-approved change orders; otherwise, Small will bill the client directly.
      Large agrees to include reference to Small in each contract and proposal
      involving Small Services. Small's Business Improvement Program ("BIP"), and
      other proprietary information and associated products, copyrights, trademarks,
      trade names and logos developed by Small shall remain the property of Small
      and
      reference to Small's rights shall be made in all uses of such materials in
      at
      least 12 point type.

    


    B.
      Large
      shall, in a professional manner, take all steps necessary to market and perform
      its business management consulting services (collectively the "Large Services")
      for clients referred to Large by Small. Any engagement to perform Large Services
      shall be on such terms and conditions as Large ma approve in its sale
      discretion. Large will perform, schedule, staff and manage all Large
      Services.

    


    ARTICLE
      II. PERIOD OF PERFORMANCE.

    


    This
      Agreement shall be effective as of the date first set forth above and, shall
      expire on the later of(i five (5) years from the date hereof, or (ii) with
      respect to any projects identified in any contract for which Large is billing
      the client directly, upon the completion of Small's Services and receipt of
      payment by Small from Large for said services. This Agreement shall be
      automatically renewed for successive one year periods unless either party gives
      written notice of termination to the other party at least thirty (30) days
      prior
      to the date of expiration. Notwithstanding the foregoing, this Agreement shall
      be earlier terminated (x) by mutual agreement of the parties. or (y) at any
      time
      upon sixty (60) days advance written notice to the other party. Time is of
      the
      essence in this Agreement. '

     

    
      
         

      

      
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    ARTICLE
      III. MANAGEMENT.

    


    Each
      party shall designate a partner, officer or other senior person to be
      responsible for the overall administration of this Agreement. Large shall have
      ultimate responsibility for client relationships for j those clients that it
      elects to bill directly for Small Services and Small will respond to Large's
      direction.

    


    ARTICLE
      IV. CONFIDENTIAL INFORMATION.

    


    The
      parties acknowledge and agree that in the course of the performance of the
      Large
      Services and the Small Services (collectively, the "Services") or additional
      services pursuant to this Agreement, that ea may be given access to, or come
      into possession of, confidential information of the other party which I
      information may contain trade secrets, proprietary data or other confidential
      material of that party. Therefore the parties have executed a Non-Disclosure
      Agreement which is attached hereto as Exhibit A, and incorporated by reference
      as if fully set forth herein. Materials used in any engagement undertake
      pursuant to this Agreement shall not be altered or changed without the consent
      of both parties.

    


    ARTICLE
      V. NO PARTNERSHIP.

    


    Nothing
      herein contained shall be construed to imply a joint venture, partnership or
      principal-agent I relationship between Large and Small, and neither party shall
      have the right, power or authority to . obligate or bind the other in any manner
      whatsoever, except as otherwise agreed to in writing. The I parties do not
      contemplate a sharing of profits relating to the Large Services or the Small
      Services so ~ to create a separate taxable entity under Section 761 of the
      Internal Revenue Code of 1986, as amended, nor co-ownership of a business or
      property so as to create a separate partnership under the law of any
      jurisdiction, including, without limitation, Georgia or Delaware. Accordingly,
      for tax, property and liability purposes Large will provide the Large Services,
      and Small will perform the Small Services, each on a professional basis and
      as
      an independent contractor of the other. Revenues and expenses relating to the
      Services and any additional services shall be reported separately by the parties
      for tax purposes. During the performance of the any of the Services, Large's
      employees will not be considered employees of Small, and vice versa, within
      the
      meaning or the applications of any federal, state or local, laws or regulations
      including. but not limited to, laws or regulations covering unemployment
      insurance old age benefits, worker's compensation. industrial accident, labor
      or
      taxes of any kind. Large's I personnel who are to perform the Large Services
      or
      additional services to be provided by Large hereunder shall be under the
      employment, and ultimate control, management and supervision of Large. Small's
      personnel who are to perform the Small Services or additional services to be
      provided by Small hereunder shall be under the employment, and ultimate control,
      management and supervision of Small It is understood and agreed that Small's
      employees shall not be considered Large's employees within t meaning or
      application of Large's employee fringe benefit programs for the purpose of
      vacations, holidays, pension, group life insurance, accidental death, medical,
      hospitalization, and surgical benefits and vice versa. 

    


    ARTICLE
      VI. TRADEMARK, TRADENAME AND COPYRIGHTS.

    


    Except
      as
      expressly provided herein, this Agreement does not give either party any
      ownership rights 0 interest in the other party's trade name, trademarks or
      copyrights.

     

    
      
         

      

      
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    ARTICLE
      VII. INDEMNIFICATION.

    


    Each
      of
      Large and Small, at its own expense, shall indemnify, defend and hold the other,
      its partners, shareholders, directors, officers, employees, and agents harmless
      from and against any and all third· party suits, actions, investigations and
      proceedings, and related costs and expenses (including reasonable attorney's
      fees) resulting solely and directly from the indemnifying party's negligence
      or
      willful misconduct. Neither Large nor Small shall be required hereunder to
      defend, indemnify or hold harmless the other and/or its partners, shareholders,
      directors, officers, directors, employees and agents, or any them, from any
      liability resulting from the negligence or wrongful acts of the party seeking
      indemnification or of any third-party. Each of Large and Small agrees to give
      the other prompt written notice of any claim or other matter as to which it
      believes this indemnification provision is applicable. The indemnifying party
      shall have the right to defend against any such claim with counsel of its own
      choosing and to settle and/or compromise such claim as it deems appropriate.
      Each party further agree to cooperate with the other in the defense of any
      such
      claim or other matter.

    


    ARTICLE
      VIII NON-SOLICITATION OF PERSONNEL.

    


    Small
      and
      Large agree not to engage in any attempt whatsoever, to hire, or to engage
      as
      independent contractors, the other's employees or independent contractors during
      the term of this Agreement and for a period of six (6) months following
      expiration or termination of this Agreement except as may be mutually agreed
      in
      writing.

    


    ARTICLE
      IX. INTELLECTUAL PROPERTY

    


    Work
      performed on engagements pursuant to this Agreement by either Large and/or
      Small
      and information, materials, products and deliverables developed in connection
      with engagements pursuant 0 this Agreement shall be the property of the
      respective parties performing the work or creating the information. All
      underlying methodology utilized by Small and Large respectively which was
      created and/or developed by either prior to the date of this Agreement and
      utilized in the course of performing engagements pursuant to this Agreement
      shall not become the property of the other. Each party's rights, titles and
      interests are described in the Non-Disclosure Agreement attached hereto as
      Exhibit A.

    


    ARTICLE
      X. GENERAL PROVISIONS

    


    A.
      Entire
      Agreement: This Agreement together with all documents incorporated by reference
      herein, constitutes the entire and sole agreement between the parties with
      respect to the subject matter hereof and supersedes any prior agreements,
      negotiations, understandings, or other matters, whether oral or written, with
      respect to the subject matter hereof, This Agreement cannot be modified, changed
      or amended, except for in writing signed by a duly authorized representative
      of
      each of the parties.

    


    B.
      Conflict: In the event of any conflict, ambiguity or inconsistency between
      this
      Agreement and any other document which may be annexed hereto, the terms of
      this
      Agreement shall govern.

     

    
      
         

      

      
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    C.
      Assignment and Delegation: Neither party shall assign or delegate this Agreement
      or any rights, duties or obligations hereunder to any other person and/or entity
      without prior express written approval of the other party.

    


    D.
      Notices: Any notice required or permitted to be given under this Agreement
      shall
      be in writing, by hand delivery, commercial overnight courier or registered
      or
      certified U.S. Mail, to the address stated below for Small or to the address
      stated below for Large, and shall be deemed duly given upon receipt or if by
      registered or certified mail three (3) business days following deposit in the
      U.S. Mail. The parties hereto may from time to time designate in writing other
      addresses expressly for the purpose of receipt of notice hereunder.

    


    If
      to
      Large:

    


    


    If
      to
      Small:

    


    


    E.
      Severability: If any provision of this Agreement is declared invalid or
      unenforceable, such provision shall be deemed modified to the extent necessary
      and possible to render it valid and enforceable. In an event, the
      unenforceability or invalidity of any provision shall not affect any other
      provision of this Agreement, and this Agreement shall continue in full force
      and
      effect, and be construed and enforced, S if such provision had not been
      included, or had been modified as above provided, as the case may
      be.

    


    F.
      Governing Law: This Agreement shall be governed by and construed in accordance
      with the laws of the State of Georgia without giving effect to its choice of
      law
      principles.

    


    G.
      Paragraph Headings: The paragraph headings set forth in this Agreement are
      for
      the convenience of the parties, and in no way define, limit, or describe the
      scope or intent of this Agreement and are to be given no legal
      effect.

    


    H.
      Counterparts: This Agreement may be executed in two or more counterparts, each
      of which shall b deemed an original, but all of which together shall constitute
      one and the same instrument.

    


    I.
      Exhibits: The Exhibits attached hereto are made a part of this Agreement as
      if
      fully set forth herein.

    


    IN
      WITNESS WHEREOF, the parties, by their duly authorized representatives, have
      caused this Agreement to be executed as of the date first written
      above.

    


    


    LARGE
      CORPORATION     SMALL
      CORPORATION

    


    By: /s/
      Frank Moody    
 By: Duke
      Pro, Inc.  

    


    Name: Frank
      Moody    
 Name: /s/
      John Nodine  

    


    


    
      
         

      

      
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