CONSULTING
SERVICES AGREEMENT


 


 


 


THIS CONSULTING SERVICES AGREEMENT (“Agreement”) is made
effective as of August 10, 2015 by and between Spherix, Inc. a Delaware corporation, with its corporate
headquarters at 6430 Rockledge Drive, Suite 503, Bethesda, Maryland 20817 (“Company”), and
Howard E Goldberg, d/b/a Forward Vision Associates, with a principal business address of
[REDACTED] (“Consultant”). The
above parties are collectively referred to as the “Parties” and
individually referred to as a “Party.”


 


BACKGROUND


 


1.                 Company is an intellectual property company that owns patented and unpatented
intellectual property; Company
has expanded its activities in wireless communications and
telecommunication sectors including antenna technology, Wi-Fi, base station functionality and
cellular through recent portfolio acquisitions from Rockstar Consortium US, LP, and from Harris
Corporation as a result of the acquisition of North South Holdings, Inc. (“Spherix IP”).


 


2.                 
Consultant has certain
expertise and experience
in the field
of intellectual property, licensing
and technology companies
required by Company
and desires to
consult directly with Company
and/or professionals acting
on behalf of
Company. The scope
may include without limitation,
interaction with the
Company’s outside Counsel,
on behalf of
the Company, in Consultant’s
area of expertise.
Such interactions shall
be subject to
all limitations otherwise
set forth in this
Agreement with respect
to third parties.


 


3.                 
Substantially contemporaneous with
the execution of
this Agreement, Consultant
may become a
member of the
Company’s Board of
Directors, and upon
appointment the board
will render separate services
in that role,
outside the scope
of this Agreement.


 


4.                 
Company desires to
retain the services
of Consultant and
Consultant desires to
render such services.


 


    NOW,
THEREFORE, in consideration
of the mutual
covenants herein contained,
the Parties, intending to
be legally bound,
agree as follows:


 


AGREEMENT


 


1.                 Retention
as Consultant. Company
hereby retains Consultant,
and Consultant hereby agrees
to render consulting
services to Company,
upon the terms
and conditions set
forth in Schedule 1
attached hereto.


 


2.                 Duties.
Consultant covenants and
agrees that he
will, as an
independent contractor, perform all
services as set
forth in Exhibit
“A” attached hereto
and incorporated herein
(the “Services”). Consultant
further covenants and
agrees that he
is fully qualified
to perform the Services,
and shall perform
the Services in
a prompt, professional
and competent manner.


 






    1 


     

    

 


3.                 Independent
Contractor Status. Each
of the Parties
agree and hereby
acknowledge that Consultant is
an independent contractor
and not an
employee, agent, or
representative of Company, this
Agreement does not
create an employer-employee
relationship between Consultant and
the Company and
that Consultant shall
not have the
power or the
authority to bind Company
in any manner
whatsoever. Consultant shall
at all times
disclose his independent contractor
status and that
Consultant is not
an employee, agent,
or representative of
Company.


 


4.                 Taxes.
All taxes applicable
to any amounts
paid by Company
to Consultant under
this Agreement shall be
Consultant’s sole responsibility,
and Company shall
not withhold or
pay any amounts for
any foreign tax
or any U.S.
federal, state or
local income tax,
Social Security, Unemployment or
Workman’s Compensation. Consultant
shall not be
entitled to receive
any employment benefits offered
to employees of
Company. The Company
shall issue Consultant
a Form 1099 following the
end of its
fiscal year, with
a copy to
the IRS, and
Consultant agrees to pay all
taxes due in
respect of the
Consultancy Fee and to
indemnify the Company
in respect of any
obligation that may be
imposed on the
Company to pay
any such taxes
or resulting from Consultant’s
being determined not
to be an independent
contractor. Upon request by
Company, Consultant will provide documentation evidencing compliance with all applicable laws, regulations and orders in
regard to amounts received under this Agreement. Consultant agrees to indemnify, defend and hold Company harmless from the payment
of Federal, State and local taxes, as well as the preparation and submission of all
reports, returns, and monies which may be imposed or
required under any
applicable laws, regulations and
orders relative to
any payments which Company makes to Consultant pursuant to this Agreement.


 


5.                 Compensation.
Company shall pay
to Consultant, as
compensation for the
Services to be rendered,
only those amounts
set forth in
Schedule 1 attached
hereto. Consultant shall
not be entitled to receive
any employment or other benefits offered to employees of Company.
Further, Consultant shall not
be entitled to
charge premiums for
overtime or weekend
work. It is expected
that Consultant will
dedicate substantial time
and commitment during
those days on which
Services are rendered.
The provision of
any additional Services
beyond those identified
in Schedule 1 and any additional costs associated therewith shall require advance written approval from Company.


 


6.                 Term.
This Agreement shall
commence on the
date of this
Agreement and shall
continue until the earlier
of (a) one
(1) year from
the date of
this Agreement, or
(b) the date
on which, by mutual
agreement of the
Parties, Services have
been completed as
evidenced by notice
of such completion by
Consultant. The term
of this Agreement
may be extended
only by written agreement
of both Consultant
and Company.


 


7.                 Termination. Except as otherwise provided herein, Company may not terminate this
Agreement. Consultant may terminate this Agreement by written notice to Company at least
thirty(30) calendar days prior to any anniversary quarter, the first such calendar quarter
commencing November 10, 2015 (“Subsequent Quarterly Retainer Period”). Upon any such
termination, (a) Company shall be entitled to receive and unconditionally use all work product
produced by Consultant in connection with the Services, and Consultant shall promptly deliver
all such work product to Company as a condition
of final payment hereunder, and (b)
Consultant shall be entitled to non-refundable
retainer and payment in
accordance with this Agreement for
Services properly rendered (and for
reimbursable expenses properly incurred) prior
to such termination, subject to offset for any amounts owing from Consultant to
Company hereunder. Upon the effective date of termination of this Agreement, all legal obligations, rights and duties arising
out of this Agreement shall terminate except for such legal obligations, rights and duties as shall have accrued prior to the
effective date of termination and except as otherwise expressly provided in this Agreement.


 






    2 


     

    

 


8.                 
Covenant of Non-Disclosure.
Except as otherwise
publicly disclosed, Consultant
shall not, at any
time during or
after the term
of this Agreement,
in any manner,
either directly or indirectly,
use, divulge, disclose or communicate to any person, firm, corporation or other
entity, the existence of
this Agreement or
its terms, or
any Confidential Information,
excepting use in performing
the Services hereunder,
without the express
prior written consent
of an authorized executive
officer of Company
in accordance with
and governed solely
by the terms
of a separate Mutual
Non-Disclosure Agreement dated
August 11, 2015,
as of August
10, 2015
(the “Non- Disclosure Agreement”),
which Non-Disclosure Agreement
is hereby expressly
reaffirmed.


 


9.                 
Ownership; Assignment of
Ideas. All work
product produced by
Consultant solely or jointly
or arising out
of Consultant in
connection with his
services to the
Company (“Work Product”) shall
be the sole
and exclusive property
of the Company,
and Consultant waives
any rights whatsoever in
such Work Product.


 


     (A)            
Consultant will report
and does hereby
assign to Company
(or its designated assignee)
all right, title
and interest to
the Work Product
and ideas, concepts,
trade secrets, inventions, articles
or work, whether
patentable, copyrightable or
not, created, uncovered
or developed during the
performance of his/her
duties hereunder. All
such ideas, concepts,
trade secrets, inventions and
articles of work
shall be considered
work “made for
hire” and Company shall
have the sole
right, title and
interest in such
Work Product and
Consultant will not
have any rights of
any kind whatsoever
in such Work
Product. Consultant shall
execute all documentation and
do all such
deeds as is reasonably
required to vest
ownership, right, title
and interest in Company and for Company
to secure patent or copyright protection, as applicable.


 


     (B)             
In the event
that Consultant integrates
any work that
was previously created
by the Consultant into
any Work Product,
the Consultant shall
grant to, and
Company is hereby granted,
a worldwide, royalty-free,
perpetual, irrevocable license
to exploit the
incorporated items, including, but
not limited to,
any and all
copyrights, patents, designs,
trade secrets, trademarks or
other intellectual property
rights, in connection
with the Work
Product in any manner
that Company deems
appropriate. Consultant warrants
that it shall
not knowingly incorporate into
any Work Product
any material that
would infringe any
intellectual property rights of
any third party.


 


10.              Legal and Equitable Relief. Consultant acknowledges
that if Consultant breaches, or
threatens to breach any of the covenants expressed herein, it would cause immediate and
irreparable harm to the Company for which monetary damages to Company may be difficult to
measure and be inadequate; therefore, Company will be entitled to apply to a court of competent
jurisdiction for injunctive or other equitable relief without proof of actual damages and without
posting of a bond or other security to restrain such breach or threat of breach, in addition to all
other relief available to Company in either law or equity.


 






    3 


     

    

 


In
the event that
any or all
of the covenants
expressed herein shall
be determined by
a court of competent
jurisdiction to be
invalid or unenforceable,
by reason of
its geographic or
temporal restrictions being too
great, or by
reason that the
range of activities
covered are too
great, or for any
other reason, these
covenants shall be
interpreted to extend
over the maximum
geographic area, period of
time, range of
activities or other
restrictions to which
they may be
enforceable.


 


11.             
Other Compensation/Conflict of
Interest. Consultant hereby
represents and warrants that
he will receive
no compensation from
any other party
for the performance
of its duties
to Company, as set
forth in Exhibit
“A”, except from
Company or as
otherwise agreed to
by Company, and that
Consultant will immediately
report to Company
any potential or
actual conflict of interest
in the performance
of its duties
hereunder.


 


12.             
Compliance with Laws
and Policies. Consultant
shall perform all
Services hereunder in compliance
with all applicable
laws, orders, rules
and regulations of
governmental authorities. In addition,
Consultant shall comply
with Company’s policies
and procedures applicable
to contractors and consultants
in connection with
its performance of
the Services.


 


13.             
Indemnification. Consultant shall
defend, indemnify and
hold harmless Company,
its affiliates, and their
respective officers, directors,
employees, agents, and
representatives, from and against
any and all
claims, losses, liabilities,
and expenses whatsoever
(including reasonable attorney’s fees
and related disbursements),
either in law
or in equity,
incurred by reason
of (i) any breach
by Consultant of
Sections 11 and
12 hereof, (ii)
any failure of
Consultant to comply with
applicable laws, or
(iii) any negligence
or willful misconduct
of Consultant in
connection with this Agreement
and/or the performance
of Services hereunder. Company
shall have the right
to offset any
amounts due to
Company by Consultant
for advancements under
this Agreement (excluding by way
of example and not by
way of limitation, any non-refundable
Retainer Payments) against any fees or other payments otherwise due Consultant hereunder.


 


14.                Miscellaneous.



 


		14.1	Cooperation. Each
of the Parties
hereto agree, at
any time and
from time to
time, upon the request
of the other
Party hereto, to
do, execute, acknowledge
and deliver, or cause
to be done,
executed, acknowledged and
delivered, all such
further acts, documents and
instruments as may
be required to
effect any of
the transactions contemplated by
this Agreement.



 


		14.2	Entire Agreement/Amendments.
This Agreement replaces
and supersedes all
prior consulting agreements, and
any other agreements
or understandings relating
to the subject matter
hereof, between the
Parties to this
Agreement; notwithstanding
the prior clause, the
Non-Disclosure Agreement referred
to in Sections
8 and 9
shall continue in full
force and effect.
No alteration, modification,
amendment or other change
of this Agreement
shall be binding
on the Parties
unless in writing
and executed by both
Parties.



 


 






    4 


     

    

 


		14.3	Binding Effect.
This Agreement shall
be binding upon
and inure to
the benefit of
the Parties hereto and
their respective heirs,
executors, successors and
permitted assignees.



 


		14.4	Assignment. This
Agreement is personal
to Consultant and
may not be
assigned, sold, transferred, delegated
or disposed by
Consultant without the
prior written consent of
Company. Any such
non-authorized transfer, sale,
delegation or disposition shall be
immediately deemed void and
of no effect. Company
may assign this Agreement,
or any of
its rights, benefits
or obligations hereunder
(excluding obligations relating to
payment of Consultant’s
fees and expenses),
without prior consent provided
that such transfer
is to a
bona fide third
party, made in
good faith, and not made for the
purpose of avoiding payment hereunder.



 


		14.5	Non-Competition. (a)
During the term
of this Agreement,
Consultant will engage
in no business or
other activities which
are, directly or
indirectly, competitive with
the business activities of
the Company without
obtaining the prior
written consent of
the Company; (b) Non-Solicitation.
Consultant agrees that
for a period
of one (1)
year after termination of
this Agreement, Consultant
shall not: (i)
divert or attempt
to divert from the
Company any business
of any kind
in which it
is engaged, including, without
limitation, the solicitation
of or interference
with any of
its suppliers or customers,
or (ii) employ, solicit for employment,
or recommend for employment any person
employed by the Company, during the Consultancy Period and for a period of one (1) year thereafter.



 


		14.6	Notices. Any
notice or other
communication pursuant to
this Agreement shall
be in writing and
shall be deemed
to have been
fully given or
made when personally delivered
or when mailed
by a nationally
recognized overnight delivery
service or by United
States registered or
certified mail, postage
prepaid, to the
following addresses:



 


If to
Company:


Anthony
Hayes, Chief Executive
Officer


Spherix
Incorporated


1350
Avenue of the
Americas, 2nd
Floor


New York, NY 10019


 


If to
Consultant:


 


Howard
E. Goldberg d/b/a
Forward Vision Associates


[REDACTED]





		14.7	Governing Law.
This Agreement shall
be construed in
accordance with the
laws of the State
of Delaware without
reference to conflict
of laws principles.
The Parties hereto agree
that any action
or proceeding related
to this Agreement
shall be subject to
the exclusive jurisdiction
of the courts
of the State
of New York,
New York







    5 


     

    

  


County,
or the U.S.
Federal Court for
the Southern District
of the District
of New York and
each of the
Parties consents to
the jurisdiction of
such courts (and
of the appropriate appellate
courts) in any
such action or
proceeding and waives
any objection to venue
laid therein.


 


		14.8	WAIVER OF
JURY TRIAL.
TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE
LAW, CONSULTANT AND
COMPANY HEREBY IRREVOCABLY WAIVE
ALL RIGHT TO
A TRIAL BY
JURY IN ANY
ACTION OR PROCEEDING (WHETHER
BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING
OUT OF OR
RELATING TO THIS
AGREEMENT OR ANY BREACH
HEREOF.



 


		14.9	Invalidity. The
terms of this
Agreement shall be
severable so that
if any term, clause,
or provision hereof
shall be deemed
invalid or unenforceable
for any reason, such
invalidity or unenforceability
shall not affect
the remaining terms,
clauses and provisions hereof,
the Parties intending
that if any
such term, clause
or provision were held
to be invalid
prior to the
execution hereof, they
would have executed
an Agreement containing all
the remaining terms,
clauses and provisions
of this Agreement.



 


		14.10	Waiver of
Breach. No
failure or delay
by either Party
in exercising any
right, power or privilege
hereunder will operate
as a waiver
thereof, nor will
any single or
partial exercise thereof preclude
any other or
further exercise thereof
or the exercise
of any right, power
or privilege hereunder.



 


		14.11	Enumeration and
Headings. The
enumeration and headings
contained in this Agreement
are for convenience
of reference only
and are not
intended to have
any substantive significance in
interpreting this Agreement.



 


		14.12	Export
Control. In accordance
with and governed
solely by the
terms of a
separate Non-Disclosure Agreement ,
Consultant will adhere
to all applicable
laws, regulations and rules
relating to the
export and re-export
of technical data
and shall not
transfer any Confidential Information
received hereunder to
any country prohibited
from obtaining such data according
to any national export regulation
(e.g. U.S. Department of Commerce
Export Administration Regulations)
without first obtaining
Company’s consent to pursue
the appropriate export
licenses and authorizations.



 


		14.13	Force Majeure.
Neither Party shall
be deemed to
be in default
of, or to
have breached any provision
of this Agreement
as a result
of any delay,
or failure in
the performance or interruption
of the Services,
so long as
such interruption is
caused by a force
majeure event (i.e.,
an event beyond
the reasonable control
of either Party including, but
not limited to,
acts of nature, fire,
war, labor strikes, acts
or regulations of government
agencies, materials shortages,
etc.). The delay
or failure in performance
or interruption of
Service must be
without the fault
or negligence of
the Party claiming excusable delay
and the Party claiming excusable
delay must promptly notify the other Party of such delay. Performance under
this Agreement shall be considered extended for the period of time equivalent to the time of delay; provided, however, that if any such delay continues
for a period of more than five (5) business days, the Party not claiming excusable delay shall have the option of terminating
this Agreement upon written notice to the other Party hereto.







    6 


     

    







		14.14	Conflict of
Terms. The terms
of this Agreement
shall govern and
supersede any conflicting terms
contained within, but
not limited to,
any proposal, offer
or discussions by and
between the Parties
relating to the
subject matter hereof.



 


		14.15	Counterparts. This
Agreement may be
executed by the
Parties in two
(2) original counterparts, which
together shall constitute
one and the
same original instrument.



 


		14.16	Certain Acknowledgements.
COMPANY ACKNOWLEDGES THAT
CONSULTANT HAS NOT BEEN ENGAGED
TO, AND WILL NOT, RENDER EITHER
LEGAL OR FINANCIAL
ADVISE, AND THAT
ANY STRATEGIC OR OPERATIONAL
RECOMMENDATIONS RENDERED BY
OR DEVELOPED IN CONJUNCTION
WITH CONSULTANT AND
HAVING LEGAL AND/OR FINANCIAL
CONSEQUENCES SHOULD BE
REVIEWED WITH COMPANY’S LEGAL
AND FINANCIAL ADVISORS
AS PART OF THE
TRANSACTION PROCESS.



 


***


 


(Signatures
continued on the
next page)


 






    7 


     

    

 


 


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


 


COMPANY


 


Spherix Incorporated


 


By: ___________________________


Name:
_________________________


Title:
__________________________ 


 


 


CONSULTANT


 


Howard E.
Goldberg d/b/a Forward
Vision Associates


 


By: ____________________________


 Print Name: Howard
E. Goldberg, Principal


 


 


 


 







[Balance
of this page
intentionally left blank]


 






    8 


     

    

 


EXHIBIT
“A”


TO


CONSULTING
AGREEMENT


 


 


 


Services


 


 


Consultant shall perform the following services
(“Services”), subject to  the monitoring by Anthony
Hayes, Chief Executive
Officer, or his
successor or delegate:


 


	Ø	 	Review and suggestions for enhancement and/or modification of the Company’s business plan and strategies to optimize business opportunities and drive long-term shareholder value; consideration of collateral short-term strategies





	Ø	 	Initiating commercial contacts for the purpose of exploring potential strategic and financing relationships





	Ø	 	Advisory services related to Company’s current, future or potential Spherix IP monetization including related and associated licensing and/or litigation strategies, as appropriate in conjunction with Company counsel





	Ø	 	Requested assistance in conjunction with negotiation and documentation of any licensing and/or settlement related to Spherix IP





	Ø	 	Such other Advisory and Consulting Services as may be requested from time to time 


 


Scope: To
the extent that
an unusual situation
arises in which
the context does
not clearly delineate as
to whether the
Services are being
performed in a
role as a
director of Company
or as a Consultant
hereunder, and to
eliminate any doubt
or potential conflict
of interest, the
following shall be considered
in determining whether
the activities are
compensated pursuant to
the terms of this
Agreement:


		•	Whether the
services are provided
pursuant to responsibilities
delegated to management by
the Board of
Directors



		•	Whether the
responsibility and involvement
of the Company’s
Chief Executive Officer
is undertaken pursuant to
that role or
as a director
of the Company



		•	Whether, and
the extent to
which, any other
members of the
Board of Directors
has a concurrent and
similar level of
engagement in providing
such services as
a director



		•	Whether any
other officers, employees,
or third parties
are engaged to
collaborate with Consultant in
the scope of
services being undertaken







    9 


     

    

 


 


SCHEDULE I TO


CONSULTING
AGREEMENT


 


 


 


 


Billing
Rates (1),
(2):


 





		►	Hourly - $ 425 (within Quarterly Retainer, until exhausted); $335 paid in equity for first fifty (50) quarterly hours once
retainer has been exhausted; therefter above the Quarterly Retainer at $245 (non-equity).






•     Equity
due hereunder
shall be
in the
form mutually
agreed between
Consultant
and the
Company
based upon
Federal
Income
Tax
deferral
to the
Consultant.
Primary
consideration
shall be
given
to structuring
of restricted
stock
whose
vesting
terms
are primarily
time-based
without
further
performance
limitations.
In any
case, all
valuations
shall be
based upon
an IRC
Sec.
409A valuation
that is
current and
relevant
to the
time and
circumstances
of the
issuance.


		►	Quarterly
                                         Retainer
                                         - $20,400
                                         payable
                                         within
                                         ten
                                         (10)
                                         days
                                         of
                                         the
                                         commencement
                                         of
                                         the
                                         initial
                                         quarterly
                                         retainer
                                         period
                                         from
                                         August
                                         10,
                                         2015
                                         through
                                         November
                                         9,
                                         2015
                                         “(Initial
                                         Quarterly
                                         Retainer
                                         Period”),
                                         and
                                         thereafter
                                         by
                                         no
                                         later
                                         than
                                         the
                                         commencement
                                         of each
                                         Quarterly
                                         Retainer
                                         period
                                         on
                                         November
                                         10,
                                         2015,
                                         February
                                         10,
                                         2016,
                                         and
                                         May
                                         10,
                                         2016,
                                         as
                                         applicable
                                         (each
                                         a “Subsequent
                                         Quarterly
                                         Retainer
                                         Period”,
                                         and
                                         together
                                         with
                                         the
                                         Initial
                                         Quarterly
                                         Retainer
                                         Period,
                                         each
                                         a Quarterly
                                         Retainer
                                         Period(s)”).



		►	No
                                         Carryover
                                         – For
                                         purposes
                                         of
                                         billing,
                                         each
                                         Quarterly
                                         Retainer
                                         Period
                                         shall
                                         be
                                         considered
                                         a discrete
                                         and
                                         unique
                                         billing
                                         period,
                                         and
                                         billing
                                         shall
                                         begin
                                         in each
                                         Quarterly
                                         Retainer
                                         Period
                                         from
                                         the
                                         first
                                         hour
                                         applicable
                                         to each
                                         paid
                                         Quarterly
                                         Retainer.
                                         No unused
                                         or non-exhausted
                                         Quarterly
                                         Retainer
                                         amounts
                                         shall
                                         be
                                         carried
                                         over
                                         to any
                                         Subsequent
                                         Quarterly
                                         Retainer
                                         Period.



		►	Out-of-Pocket
                                         Costs
                                         – Billed
                                         on actual
                                         cost
                                         basis,
                                         with
                                         mileage
                                         charges
                                         at
                                         IRS
                                         rates;
                                         hotel,
                                         auto
                                         rerntal,
                                         train/plane
                                         fares
                                         and
                                         all
                                         other
                                         costs
                                         of
                                         a similar
                                         nature
                                         shall
                                         be
                                         booked
                                         in consultation
                                         with
                                         Company.
                                         Company
                                         shall
                                         be
                                         responsible
                                         for
                                         any
                                         cancellation/change
                                         fees or
                                         fees
                                         or
                                         charges
                                         of
                                         a similar
                                         nature
                                         in conjunction
                                         with
                                         restricted
                                         fare
                                         rates
                                         booked
                                         in consultation
                                         with
                                         Company.



 


		(1)	Excludes
                                         out-of-pocket
                                         costs
                                         to be
                                         billed
                                         at
                                         actual
                                         costs
                                         without
                                         mark-up,
                                         and
                                         travel
                                         time
                                         at



$175/hr
for non-working
billable
hours in
excess of
one hour
each way
on a
daily basis


		(2)	Daily
                                         hours
                                         below
                                         two
                                         (2)
                                         hours
                                         to be
                                         rounded
                                         up
                                         to nearest
                                         whole
                                         hour,
                                         and
                                         time
                                         above
                                         two
                                         hours
                                         daily
                                         shall
                                         be
                                         rounded
                                         up
                                         to the
                                         nearest
                                         one-half
                                         (1/2)
                                         hour;
                                         minimum
                                         billing
                                         of
                                         sixteen
                                         (16) hours per trip extending beyond the East Coast of the United States (e.g. west of
                                         the Mississipi River) on behalf of the Company (exclusive of non-working billable hours)






Billing
Policies:


		•	Retainer
                                         – Non-refundable.



		•	Monthly
                                         Billing
                                         – on
                                         a calendar
                                         month
                                         basis,
                                         except
                                         for
                                         end
                                         of
                                         Quarterly
                                         Retainer
                                         Period
                                         to be
                                         billed
                                         on
                                         partial
                                         month
                                         basis.



		•	Administrative
                                         Fees
                                         – no
                                         charge
                                         for
                                         administrative
                                         time,
                                         including
                                         electronic
                                         billing
                                         based
                                         upon standard
                                         Consutant
                                         practices;
                                         customized
                                         billing
                                         charged
                                         based
                                         upon
                                         standard
                                         hourly
                                         rates



		•	Payment
                                         Terms
                                         – net
                                         20;
                                         rights
                                         reserved
                                         to charge
                                         interest
                                         at
                                         1%
                                         per
                                         month
                                         on all
                                         past
                                         due accounts



		•	Currency
                                         – billed
                                         and
                                         payable
                                         in USD





 


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