Consulting Agreement

THIS AGREEMENT made as of [Date (ie. July 31, 2002)], between [Name of Consultant], of [Address of Consultant] (the “Consultant") and [Name of Principal], of [Address of Principal] (the "Principal") WHEREAS the Principal wishes to retain the Consultant, and the Consultant wishes to be retained by the Principal, as a consultant to provide [Description of Services (ie. risk management)] services (collectively the “Services”); NOW THEREFORE in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agrees as follows: 1. 2. the Principal hereby retains the Consultant to perform the Services, in accordance with the Principal’s instructions. In performing the Services, the Consultant agrees to provide such time as the Principal may reasonably require to ensure that the Services are performed and completed in a prompt, efficient and professional manner. It is estimated that the Services will require a minimum of [Number of Hours of Services required per week] hours per week over a period of [Term of Agreement (ie. six (6) months). This Agreement shall commence and become effective on [Date of Commencement of Agreement] and shall terminate upon completion of the Services. Notwithstanding the foregoing, either party hereto shall have the right to terminate this Agreement: (a) (b) 4. For any reason, at any time, upon not less than thirty (30) days prior written notice to the other; or At any time, in the event that the other party breaches any term or condition of this Agreement.

3.

As compensation for providing and completing the Services, the Principal shall pay to the Consultant [Amount of Compensation (ie. $100.00 per hour)], which shall be paid monthly in arrears, upon receipt of an invoice by the Principal from the Consultant. The Consultant acknowledges that pursuant to the performance of the Services, it may acquire Confidential Information (as defined below). The Consultant covenants and agrees that it will, at all times during and after the term of this Agreement, hold and maintain all Confidential Information in trust and confidence for the Principal and not to use Confidential Information other than for the benefit of the Principal. Except as authorized in writing by the Principal, the Consultant covenants and agrees not to disclose any Confidential Information, by publication or otherwise. For the purposes hereof, the phrase "Confidential Information" means all information disclosed to, or acquired by, the

5.

-2Consultant or his agents which relates to the Principal's past, present and future research, developments, systems, operations and business activities, including, without limiting the generality of the foregoing: (i) all items and documents prepared for, or submitted to, the Principal in connection with this Agreement, and (ii) all information specifically designated by the Principal as confidential, but shall not include any information which was known to the Consultant prior to the date hereof, or which was publicly disclosed otherwise than by breach of this Agreement. The parties further agree that they will, at all times, maintain the confidentiality of this Agreement, and that they will not, without the prior written consent of the other (which consent may be arbitrarily withheld) disclose the existence or the content of this Agreement, or any part hereof, to any third party, other that such party's bona fide professional advisers. 6. The Consultant acknowledges and agrees that all right, title and interest, including copyright ownership, to all information and material of any kind whatsoever that may be provided to the Consultant by the Principal or otherwise obtained by the Consultant during the performance of the Services, shall remain the property of the Principal, and further, that all such information and material and any copies thereof shall be returned to the Principal upon termination of this Agreement. Both parties acknowledge and agree that the Principal shall obtain all rights, title and interest, including copyright ownership, to the materials that are to be produced and delivered to the Principal in accordance with this Agreement and the Principal may use, disclose or modify the same in any manner it deems appropriate. The Consultant shall not do any act which may compromise or diminish the Principal's interest as aforesaid. This Agreement sets forth the entire Agreement between the parties hereto in connection with the subject matter hereof. No alteration, amendment or qualification of this Agreement shall be valid unless it is in writing and is executed by both of the parties hereto. The Consultant shall not assign this Agreement or any interest herein or subcontract the performance of any Services without the prior written consent of the Principal. This Agreement shall enure to the benefit of and be binding on the heirs, executors, administrators, successors and permitted assigns of the parties hereto. This Agreement shall be governed by and construed in accordance with the laws of the State of [State (ie. California)].

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-310. The Consultant shall perform the Services as an independent contractor. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of Corporation and agent or employer and employee between the parties hereto or to provide either party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party. The Consultant also agrees that it will not hold itself out as an affiliate of or partner, joint venturer, co-principal or co-employer with the Principal by reason of the Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

Witness

[NAME OF CONSULTANT]

[NAME OF PRINCIPAL] Per: Name: Title:

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