CONSULTANT AGREEMENT (FOR CONSULTANTS ADVISING ON EXECUTIVE TRANSITIONS AND FINANCIAL OPERATIONS)

This Consultant Agreement (the "Agreement") is made and entered into by [_____________], (the "Company") and [_____________] ("Consultant"), to be effective as of [_____________] (the "Effective Date"). The Company and Consultant hereby agree as follows:

1. Term. For a period beginning on the Effective Date and ending [_____________] months after the Effective Date (the "Consulting Term"), Consultant shall provide the Services (as defined below) to the Company.

2. Consulting Services. Consultant agrees to provide consulting services on the terms and conditions contained in this Agreement. At the request of the Company, Consultant shall assist with the transition to a new, including interim, [_____________] Officer and provide assistance with regard to the financial operations of the Company, as the Company may request from time to time (the "Services"). The parties agree that under no circumstances may the Services occupy more than [_____________] hours of Consultant's time in any given week.

3. Independent Contractor Relationship. Consultant shall have the right to devote his business day and working efforts to other business and professional opportunities as do not interfere with the rendering of Services to the Company. Consultant shall not be and is not entitled to participate in any employee benefit or compensation plans or programs of the Company, or receive any other benefits provided to Company employees.

4. Compensation. The Company shall pay Consultant a monthly fee of $[_____________] for the Services, such that during the full Consulting Term, the Company shall pay Consultant a total of $[_____________]. Such monthly fee shall be paid no later than the 30th day of each month during the term of this Agreement. The first monthly fee shall be paid on [_____________] and, so long as this Agreement remains in effect throughout the full Consulting Term, [_____________] successive payments will then be made in monthly installments thereafter, with the last such payment being made no later than [_____________].

5. No Tax Withholding. Because Consultant shall act in the capacity of an independent contractor, the Company will not withhold from payments to be made to Consultant any sums for income tax, unemployment insurance, social security, or any other tax or withholding. Consultant expressly acknowledges and agrees that Consultant is solely responsible for the payment of all income and other taxes for sums received by him pursuant to this Agreement.

6. Termination. This Agreement shall automatically terminate upon the earliest to occur of (1) the expiration of the Consulting Term; or (2) the death, total disability, or incapacity of Consultant. In the event of the death, total disability, or incapacity of Consultant prior to [_____________], any payments that would otherwise be due under paragraph 4 above shall be paid to the estate of the Consultant.

7. 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: ________________________________