CONSULTING CONTRACTS (FOR OPERATIONAL MATTERS CONSULTING TO A BANKRUPT COMPANY DURING REORGANIZATION)

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

Recitals

WHEREAS, the Company desires to engage the Consultant to perform certain consulting services for the Company in connection with [_____________]; and

WHEREAS, the Consultant desires to perform such services for the Company, subject to the terms and provisions contained herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows:

1. Term and Termination.

(a) The term of this Agreement (the "Term") shall commence on the date (the "Effective Date") that the Consultant receives (i) all necessary approvals from the applicable government authority and its designees (collectively, the "Board") to provide the Services (defined below) and (ii) the approval of the Consultant's retention by an order of the Bankruptcy Court, and shall expire upon the earlier of (x) a sale of substantially all of the assets of the Company pursuant to the bankruptcy laws, (y) the effective date of a plan of reorganization or liquidation, or (z) [_____________]; provided that, so long as this Agreement has not been terminated pursuant to Section 1(a) or Section 1(b), the Term shall automatically be extended on a month to month basis until either party gives the other party 10 days prior written notice of termination of this Agreement.

(b) The Term may be terminated at anytime by either party with or without cause upon 10 days' prior written notice to the other party.

(c) Upon the expiration or sooner termination of this Agreement, the Consultant shall transfer, assign and make available to the Company or the Company's representative all property and materials in the Consultant's possession or control belonging to the Company including any Work Product (as defined below) and any other materials developed by the Consultant in connection with the Consultant's performance of this Agreement.

2. Services. During the Term, the Consultant shall provide consulting services to the Company with respect to operational matters pertaining to [_____________] and such other services as the parties may mutually agree in writing from time to time (the "Services"). Consultant will devote no less than forty (40) hours per week towards providing the Services.

3. Reporting Structure. The Consultant shall report directly to the management board of the Company. The Consultant will provide the Company with the written materials and verbal assessments covering the Services no less frequently than on a monthly basis, and shall also provide weekly updates to such monthly materials to the extent practical. In addition, the Consultant shall (a) hold weekly calls to report to the management board of the Company the status of the performance of the Services and the Company's operations, (b) respond promptly and in good faith to all reasonable requests of any of the management board of the Company, and (c) upon at least 2 days prior written request of the management board of the Company, use its commercially reasonable best efforts to make its employees available at the Company's offices to meet in-person with the management board of the Company.

4. Payment. As consideration for the Services provided hereunder, the Company shall pay the Consultant a fixed fee of $[_____________] per calendar month (the "Fee"), to be paid monthly in advance during the Term; provided however, the Fee shall be pro-rated for any partial months.

5. Fees Payable Upon Termination.

a) In the event that this Agreement is terminated by the Company due to the Consultant's material breach of this Agreement, the Consultant shall be entitled to the payment by the Company's bankruptcy estate (or its successor) of: (i) the fees that have been earned in accordance with the terms of this Agreement but unpaid as of the date of such termination, and (ii) expenses to be reimbursed hereunder and incurred by the Consultant as a result of the Services provided prior to the date of such termination.

b) In the event that this Agreement is terminated by the Company for any reason other than the Consultant's material breach of this Agreement, the Consultant shall be entitled to the payment by the Company's bankruptcy estate (or its successor) of: (i) the fees that have been earned in accordance with the terms of this Agreement but unpaid as of the date of such termination, and (ii) expenses to be reimbursed hereunder and incurred by the Consultant as a result of the Services provided prior to the date of such termination.

6. Reimbursement of Expenses. The Company shall reimburse the Consultant for those reasonable and necessary third party expenses incurred by the Consultant in connection with its performance of the Services and approved by the Company, which approval will not be unreasonably withheld. The Consultant shall submit to the Company an invoice which will include a list of any expenses for which payment is requested (together with appropriate evidence or receipts therefore), which list shall include the amount of each expense and enough specificity to determine the nature of each expense. The Company agrees to pay such invoice within thirty (30) calendar days of receipt.

7. Independent Contractor. The Consultant acknowledges that it (and its employees, agents and representatives) shall be deemed to be, and shall be, an independent contractor, and shall not be entitled to any benefits applicable to the Company's employees. Nothing herein shall be construed as creating a relationship of employer and employee between the Company and the Consultant, or between the Company and any of the Consultant's employees, or any partnership relationship between the Company and the Consultant or between the Company and any of the Consultant's employees. All personnel and employees provided by the Consultant with respect to the Services shall be and remain employees of the Consultant and not employees of the Company, and in no event shall the Company be deemed or construed for any purpose to be an employer or co-employer of any such personnel. The Consultant shall maintain and exercise control over each of its employees and personnel provided by the Consultant in connection with the Services, and shall cause its officers, directors and employees to comply with the terms of the provisions set forth herein. Neither the Consultant nor any of its personnel shall be deemed to be an agent, employee, officer or director of the Company. In making decisions with respect to consulting with the Company under this Agreement or taking any other action related to or in connection with this Agreement, the Consultant shall not be deemed to be in control of the operations of the Company's facility, or to have any liability whatsoever with respect to the operation or management of the Company's facility.

8. Consultant's Taxes. Consultant shall be obligated to pay any and all federal, state, local or other income taxes and all employment and other taxes due thereon.

9. Exclusivity. During the Term of this Agreement and 60 days thereafter (the "Exclusivity Period"), the Consultant shall not, directly or indirectly, accept any position or affiliation with, or render any services for or on behalf of [_____________]. The Consultant agrees that the conditions set forth herein are reasonable and necessary to preserve and protect the legitimate business interests of the Company, do not impose an undue hardship on the Consultant, are not injurious to the public, and shall be binding for the time period specified. In the event the Consultant breaches any term or provision of this Section 9, then the Exclusivity Period shall be extended to compensate the Company for the time period the Consultant was in violation of such provision. If a court of competent jurisdiction declares that any term or provision of this Section 9 is invalid or unenforceable, the Company and the Consultant agree that the court making the determination of invalidity or unenforceability shall reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

10. Non-Solicitation. During the Term hereof and for a 12 month period thereafter, neither party shall directly or indirectly employ, cause to be employed, solicit or recruit for employment (whether as employee, consultant or otherwise), or encourage to leave employment with the other party, any employee of the other party (or any former employee whose employment terminated within the previous 6 months) without the other party's prior written consent; provided however, that the foregoing will not be deemed to prohibit general advertisements or solicitations that are not specifically directed to employees of the other party or its subsidiaries or affiliates.

11. 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: ________________________________