BRIGHTER IDEAS LETTERHEAD June ___, 20__

Re:

Letter Agreement of Consulting Relationship

Dear ____________: This letter (“Letter Agreement”) shall be the basis for your consulting relationship, as a Consultant (the “Consultant”) to _________________ (the “Company”).

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Consulting Relationship. Beginning ______________, or such other date as you and the Company may agree (the “Start Date”), you shall have a 6 month consulting relationship with the Company. Your position title will be _____________________________. Your position is an operational position and is not as an officer of the Company. Roles and Responsibilities. Your primary roles will include _________________________________________________________________ ______________________________. Subject to the review and approval by the Company, you as the Consultant shall be solely responsible for determining the method, details and means of performing the services. Retainer. Commencing with Start Date, ____________________ you will be paid a retainer of $___________ per month, which is the equivalent of $______________________ annually. Payment of your invoice will be due on the 15th day following receipt of your statement. Other Compensation. [TBD as applicable] You will be eligible for the following _________________:

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Equity Grants. [Omit as needed] Independent Contractor. Consultant’s relationship with the Company will be that of an independent contractor and not that of an employee. No Authority to Bind Company. Consultant has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company. No Benefits. Consultant acknowledges and agrees that Consultant will not be eligible for any Company employee benefits and, to the extent Consultant otherwise would be eligible for any Company employee benefits but for the

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its subsidiaries. Section 101). its partners. Confidentiality. sole proprietorship or other form of business organization. firm or corporation. 9) Withholding and Taxes.C. except to or for the benefit of the Company. or made available to you in relation to your consulting relationship with the Company under this Agreement. without the prior written consent of the Company. either party may terminate this Agreement at any time upon ten (10) days’ written notice. agents and employees. and any copies or abstracts thereof. papers. or other documents made or compiled by you in the process of carrying out. whether or not of a secret or confidential nature. Immediately upon the Company’s request and promptly upon termination of this Letter Agreement. you shall deliver to the Company all memoranda. stockholder. consultant. engage in or assist others to engage in or have any interest in any business which competes with the Company. During the term of your consulting agreement with the Company and for a period of one (1) year thereafter you agree that. director. 10) 11) 12) 13) 10. during and after the termination of this Letter Agreement. customers. directly or indirectly. Without limiting the foregoing. shareholders or other persons or entities affiliated with the Company. You hereby acknowledges that all original works of authorship which are made by the consultant (solely or jointly with others) within the scope of your agreement and which are protectable by copyright are “works made for hire. In the event of such termination. suppliers. Work For Hire. photographs. During the term of your consulting relationship with the Company and for a period of one (1) year thereafter you will not.Page . all information concerning procedures and strategy of the Company. be the exclusive property of the Company. either directly or indirectly. its subsidiaries and affiliates. you will not use or communicate or divulge to any person. notes.S. agents or its employees under this Letter Agreement. 2006. its parent. plans. and for compliance with all applicable labor and employment requirements with respect to Consultant’s selfemployment. Non-Competition. whether as an employee. any confidential or proprietary information relating to the business.. Consultant hereby expressly declines to participate in such Company employee benefits. independent contractor. drawings. reports. Intellectual Property. partner or otherwise. officer. Notwithstanding the foregoing. Consultant shall serve as a consultant to the Company for a . Consultant shall have full responsibility for applicable withholding taxes for all compensation paid to Consultant. period commencing on the date hereof and terminating on July 31. and Consultant’s partners. Term and Termination.” as that term is defined in the United States Copyright Act (17 U. including state worker’s compensation insurance coverage requirements and any US immigration visa requirements. records. and all of such memoranda and other documents shall.2 express terms of this Agreement. parent and their affiliates shall be deemed confidential and proprietary information. subsidiaries and their affiliates.

Rob Brown . By: Its: President TERMS OF CONSULTING LETTER AGREEMENT AGREED TO AND ACCEPTED THIS ___ DAY OF _______________. the Consultant’s obligations under paragraphs 10 and 11 above will survive any termination of this Letter Agreement for the period stated in such paragraphs. Please indicate you acceptance of the above-identified consulting agreement terms by signing on the line provided below and returning the original of this letter to us. Very truly yours. BRIGHTER IDEAS. As provided under paragraph 1 hereover. INC. After termination of this Letter Agreement. The enclosed copy is for your files. this Letter Agreement may be extended for an additional six (6) month term by mutual written consent.3 Consultant shall be paid for any portion of the Services that have been performed prior to the termination. 20___.Page .

4 Exhibit A Scope of Services The scope of the Consultant’s services shall include the following: .Page .

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