CONSULTING CONTRACT SAMPLE (FOR A CONSULTANT SERVING AS INTERIM CHIEF FINANCIAL OFFICER)

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


A. The Company desires to assure itself of the services of the Contractor, as an independent contractor, by engaging the Contractor to perform services under the terms hereof.

B. The Contractor desires to provide services to the Company, as an independent contractor, on the terms herein provided.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

1. Certain Definitions.

(a) "Stock Award" shall have the meaning set forth in Section 3.

(b) "Board" shall mean the Board of Directors of the Company.

(c) "Company" shall, except as otherwise provided in Section 5(b), have the meaning set forth in the preamble hereto.

(d) "Contractor" shall have the meaning set forth in the preamble hereto.

(e) "Effective Date" shall mean [_____________].

(f) "Term" shall have the meaning set forth in Section 2(b).

2. Consulting.

(a) Term of Agreement. The term under this Agreement (the "Term") shall be for the period beginning on the Effective Date and ending on [_____________], with provisions for renewal. Either party can cancel this agreement with [_____________] days written notice.

(c) Position and Duties. During the Term, the Contractor shall provide services to the Company as interim Chief Financial Officer. The Contractor will report directly to the President but will maintain "dotted line" relationship to the Company Chief Executive Officer and Company auditing committee; and agrees to observe and comply with the Company's rules and policies as adopted by the Company from time to time.

3. Compensation and Related Matters.

(a) Cash. The Contractor will receive cash consideration of $[_____________]/year for services provided to be paid monthly, on the last business day of the month.

(b) Stock Awards. The Contractor will also be compensated with [_____________] shares valued $[_____________] annually. This stock will be issued [_____________] per year ($2[_____________] worth of shares) on the following dates: [_____________]. The number of shares will be calculated by using the average closing price of shares for the five business days preceding each such date. Actual issuance will occur within 5 business days after each such date.

(c) Expenses. Company agrees to pay all incidental costs and expenses associated with service provided by Consultant. Such expenses are separate from cash compensation as set out above, and include, but are not limited to, such incidental costs and expenses as traveling, lodging, telephone/cell phone charges and other reasonable expenses.

4. Duties and Responsibilities.

(a) Responsibility for directing and managing the accounting department,

(b) Financial reporting mechanisms as required by SEC, external auditors, and to satisfy internal requests made by management,

(c) Internal monthly financial reporting tools,

(d) Quarterly and annual consolidations,

(e) Investor relations, earnings calls and the like,

(f) Assist with the implementation of internal controls to comply with all required aspects of SOX 404,

(g) Assist in any duties required for listing on public stock exchanges, and

(h) Other financial analysis required for acquisitions, investments and the like.

5. Confidentiality. The Contractor agrees to not, during the Term or thereafter, divulge to anyone (other than the Company or any persons designated by the Company) any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company, including, without limitation, all types of trade secrets, business strategies, marketing, sales and distribution plans. The Contractor further agrees that to not disclose, publish or make use of any such knowledge or information of a confidential nature (other than in the performance of the Contractor's duties hereunder) without the prior written consent of the Company. This provision does not apply to information which becomes available publicly without the fault of the Contractor or information which the Contractor is required to disclose in legal proceedings, provided the Contractor gives advance notice to the Board and an opportunity to for the Company to resist such disclosure.

6. Representations and Warranties of Contractor. The Contractor represents and warrants that the Contractor is not a party to any other consulting agreement, noncompetition agreement or other agreement which restriction could interfere with the Contractor's consulting with the Company or the Company's rights and the Contractor's obligations hereunder and that the Contractor's acceptance of Consulting with the Company and the performance of the Contractor's duties hereunder will not breach the provisions of any contract, agreement or understanding to which the Contractor is party or any duty owed by the Contractor to any other person or entity.

7. Information of Others. The Contractor agrees that Contractor will not, during his consulting or service with the Company, use or disclose any confidential or proprietary information or trade secrets of any former or concurrent engager or other person or entity and that Contractor will not bring onto the premises of the Company any unpublished document or other confidential or proprietary information belonging to any such engager, person or entity unless consented to in writing by such engager, person or entity.

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 Contractor in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Contractor 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: ________________________________

CONTRACTOR

By: __________________________________
Print Name: ___________________________
Title: ________________________________