CONSULTING AGREEMENTS (FOR BUSINESS DEVELOPMENT CONSULTING)

THIS CONSULTING AGREEMENT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Company") and [_____________], with an address at [_____________] ("Consultant").


WHEREAS the Company desires to engage the services of Consultant in accordance with the terms and conditions set forth in this Agreement which now consolidates and supersedes any agreement now in effect.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services. Consultant shall provide the following services to the Company:

(a) Provide consulting and liaison services to the Company as requested in connection with the establishment and implementation of a corporate development growth plan to enable the Company to develop and expand its business both in the private sector as well as the government sector. Such plan may also encompass other priorities as set forth by both parties;

(b) Provide consulting and liaison services to the Company in connection with the implementation and completion of its corporate development plan (including subsidiaries and affiliates), it being understood that such services should not be construed as engaging in broker-dealer activities;

(c) Assistance when requested by the Company with and monitoring of the Company's activities which may include assistance in the review and creation of corporate communications, press releases, and presentations; and

(d) Board participation if requested by the Company.

2. Compensation. In consideration of the services provided by Consultant under this Agreement the Company agrees to pay to Consultant a monthly consulting fee of US Twenty Thousand Dollars ($[_____________]) ("Consulting Fee"), which first monthly payment will be due and payable on or before [_____________]. The remaining Consulting Fee payments will be due and payable on the first day of each month.

3. Expenses. The Company agrees to reimburse Consultant for all reasonable out-of-pocket expenses and costs incurred in connection with the performance of its services under this Agreement (such as travel expenses, outside consultant courier, supplies, etc.). All such expenses over $[_____________] must be pre-approved by the Company, and will be billed monthly and will be payable when invoiced. Upon termination or expiration of this Agreement, any expenses and fees not reimbursed will be immediately due and payable.

4. Information.

(a) The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Consultant will be using and relying on data, material, and other information (the "Information") furnished by the Company or by its designees. In connection with Consultant's activities on the Company's behalf, the Company will cooperate with Consultant and will furnish Consultant with all Information concerning the Company. The Company hereby agrees and represents that all Information (i) furnished to Consultant pursuant to this Agreement and (ii) contained in any filing by the Company with any court or governmental or regulatory agency, commission or agency shall, at all times during the period of this Agreement be accurate and complete in all material respects and that, if the Information provided becomes materially inaccurate, incomplete or misleading during the term of this Agreement, the Company shall so advise Consultant in writing. All Information that is not publicly available will be treated in strict confidence, and will not be revealed, or used except in the performance of Consultant duties under this Agreement. The conveyance of such information will be limited to public information with non-public information to be provided to third parties as deemed appropriate by the Company in writing.

(b) Consultant hereby covenants and agrees that it will (i) utilize only such written Information and materials that have been supplied or previously approved in writing by the Company ("Materials"), (ii) not make any representations or warranties concerning the Company to third parties inconsistent with the disclosures contained in the Materials, (iii) at the direction of the Company, deliver to, and have executed by, any third parties any other notification that the Company may require from time to time in order for Company to maintain compliance with applicable securities laws, rules and regulations of any applicable jurisdiction; (iv) maintain a record of each person or entity that receives from it any information with regard to the Company, including Materials, and will provide a copy of each such record to the Company upon reasonable request; and (v) not use any written material prepared for distribution, public announcement or press release without the prior review and written approval of the Company.

5. Term. The Term of this Agreement shall commence on the date hereof and shall end on [_____________] ("Initial Period"). After the Initial Period this Agreement may be renewed in a writing signed by both parties ("Renewed Agreement", together with the Initial Period, the "Term")), whereby either party may terminate the Renewed Agreement by the end of each quarter by giving the other party written notice of such termination.

6. Independent Contractor. Consultant shall not be entitled to benefits of any kind from the Company except for the compensation agreed upon herein. Consultant acknowledges that it shall be responsible for the collection and payment of all withholdings, contributions and payroll taxes relating to its services. Consultant will determine the method, details, and means of performing the services provided by it under this Agreement. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by Consultant in accordance with its independent and professional judgment. Notwithstanding, Consultant shall interface closely with the other officers of the Company and the Board of Directors of the Company and follow the directions of the Board.

7. Confidential Information. Consultant agrees to keep secret and confidential, and will not (a) disclose or transfer to any person, corporation, firm or other entity, either during the Term of this Agreement or at any time after the termination thereof or (b) use in Consultant's subsequent or other business or employment, without the express written authorization of the Company, any proprietary and/or confidential information of the Company (hereinafter referred to as "Confidential Information"). Such Confidential Information includes, without limitation, any information, customer lists, vendor lists, supplier lists, pricing data, software, technique, design, process, formula, development or experimental work, work in process, business, trade secret, innovations, inventions, discoveries, improvements, research or test results, data, formats, marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, or any other secret or confidential matter relating to the products, services, research and development, customers, employees (including identifying information, salaries, benefits, responsibilities and relative abilities), suppliers, sales, or business affairs of the Company, as well as all information that has or could have commercial value or other utility in the business in which the Company or its clients are engaged or in which they contemplate engaging and which the unauthorized disclosure could be detrimental to the interests of the Company or its clients, whether or not such information is identified as Confidential Information by the Company or its clients. Confidential Information does not include, however, information which (a) is or becomes generally available to the public other than as a result of a disclosure by the Company or its representatives, (b) was available to Consultant on a non-confidential basis prior to its disclosure by the Company or its representatives or (c) becomes available to Consultant on a non-confidential basis from a person other than the Company or its representatives who is not otherwise bound by a confidentiality agreement with the Company or any of its representatives, or is not otherwise under an obligation to the Company or any of its representatives not to transmit the information to Consultant. In the event of termination (voluntary or otherwise) of this engagement by the Company or on demand at any time prior thereto, Consultant agrees to deliver promptly to the Company all Confidential Information of the Company and its clients, whether prepared by Consultant or otherwise coming into its possession or control relating to any product, business, work, customer, supplier, or other aspect of the Company. Because Consultant's services are personal and unique and because Consultant may have access to and become acquainted with the Confidential Information of the Company, Consultant agrees that the breach by him/her of this Agreement could not reasonably or adequately be compensated in damages in an action at law and that the Company shall be entitled to apply for specific performance of the terms and provisions hereof and/or temporary or permanent injunctive relief without the need to post any bond unless otherwise required by applicable law, which may include but shall not be limited to restraining Consultant from rendering any services that would breach this Agreement.

8. 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: ________________________________