CONSULTANCY AGREEMENT (FOR CONSULTANTS PAID IN STOCK TO FIND INVESTORS AND BUSINESS OPPORTUNITIES)

THIS CONSULTANCY AGREEMENT (this "Agreement"), dated as of [_____________] and ending on [_____________] between [_____________], a [_____________] corporation (the "Company") and [_____________] ("Consultant").


WHEREAS, Company desires to retain Consultant to serve as a consultant of the Company, and the Consultant is willing to provide such services:

NOW, in consideration of the mutual understandings contained herein, the parties agree as follows:

1. Services.  During the term of this Agreement, Consultant shall assist the Company in identifying and evaluating business opportunities consistent with Company goals, securing investors and such other advisory tasks as may be reasonably requested from time to time, provided that:

(a) To the extent practicable such services shall be furnished only at such time and places as are mutually satisfactory to the Company and Consultant; and

(b) Consultant shall not be called upon to devote more time than is mutually agreeable, and

(c) Consultant shall not be required to provide Services on projects which are in conflict with commitments which predate this Agreement, and Consultant shall notify the Company of said conflicts and be excused from participating in said projects, and

(d) The Company and Consultant shall negotiate a separate agreement for any services requested by the Company which go beyond the advisory Services contemplated herein, and

(e) The Company shall be entitled to use the Consultants name and approved biography identifying the Consultant as a consultant in the Companies public filings as may be required and/or recommended by the Companies attorney at any time during the period when this Agreement is in effect, and

(f) Consultant shall maintain and protect the confidentiality of all project information of the Companies.

2. Compensation and Expenses. For services provided by the Consultant, the Company (I) shall compensate the Consultant by delivering to the Consultant [_____________] shares of common stock of the Company ("Common Stock"). The common shares will be valued at $[_____________] per share for a total value of $[_____________]. The shares shall vest with Consultant as follows: [_____________] shares upon the date of this Agreement and [_____________] shares on each anniversary of this Agreement until fully vested. The shares are not registered for public resale at the time of issuance, but may be registered by the Company at a time the Company considers appropriate.

3. Termination. Either the Company or Consultant may terminate this Agreement for material breach upon at least thirty (30) days prior written notice specifying the nature of the breach, if such breach has not been substantially cured within the thirty (30) day period.

4. Independent Contractor Relationship. Neither Consultant or its employees will be considered by reasons of the provisions of the Agreement or otherwise of being an employee of the Company or as being entitled to participate in any health insurance, medical, pension, bonus or similar employee benefit plans sponsored by the Company for its employees. Consultant shall report all earnings under this Agreement in the manner appropriate to its status as an independent contractor and shall file all necessary reports and pay all taxes with respect to such payments.

5. Indemnification. Company shall indemnify and hold harmless the Consultant from and against any and all losses, damages, liabilities, reasonable attorney fees, court costs and expenses resulting from or in connection with this Agreement, or any act or omission of the Company.

6. General. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Consultant in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Consultant without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

COMPANY

By: __________________________________
Print Name: ___________________________
Title: ________________________________

CONSULTANT

By: __________________________________
Print Name: ___________________________
Title: ________________________________