CONSULTING FORM (FOR GENERAL 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").

The Company and Consultant agree as follows:

1. Term. The term of this Agreement shall continue until [_____________], unless terminated earlier (the "Term").

2. Services to be Provided. During the Term of this Agreement, Consultant shall make himself available to the Company to [_____________] (the "Services"). Consultant shall perform the Services at any one of the Company's locations or at other places as may be mutually convenient and agreed upon by Consultant and the Company. The Services under this Agreement shall not prevent Consultant from providing services to other entities.

3. Compensation; No Benefits.

(a) Compensation. As compensation for Consultant's performance of the Services under this Agreement, the Company shall pay Consultant a lump sum cash payment of $[_____________] on [_____________].

(b) Expenses. The Company shall reimburse Consultant for all reasonable business and pre-approved traveling expenses incurred by Consultant in connection with the performance of the Services in accordance with the Company's expense reimbursement policies in effect from time to time.

(c) No Benefits. Consultant acknowledges that for purposes of this Agreement and any and all Services to be provided hereunder, he shall not be an employee of Company and will not be entitled to participate in or receive any benefit or right as a Company employee under any Company employee benefit or executive compensation plan, including, without limitation, employee insurance, pension, savings, medical, health care, fringe benefit, stock option, equity compensation, deferred compensation or bonus plans. This Agreement shall have no effect on any of Consultant's equity awards received from the Company. If for any reason Consultant's status is re-characterized by a third party to constitute employee status, Consultant shall not be eligible to participate in or receive any benefit or right as a Company employee under any Company plan.

4. Performance. Consultant shall perform all Services in a professional manner, consistent with industry standards and the Company's goals and ethical standards.

5. Tax Obligations. Consultant shall be responsible for all income taxes, employment taxes and workers' compensation insurance associated with the compensation received under this Agreement and agrees that the Company will not withhold or pay any of the foregoing in connection with Consultant's Services to the Company.

6. Termination. Company may terminate this Agreement at any time during the Term upon written notice to Consultant, if the Services are not being performed as requested by the Company. Consultant may terminate this Agreement at any time by providing 30 days prior written notice to the Company. Such termination by the Company or Consultant is referred to as an "Early Termination." In the event of an Early Termination, the Company shall pay Consultant a pro rata portion of the compensation by multiplying $[_____________] by a fraction, the numerator of which is the number of days from the Effective Date to the Early Termination date and the denominator of which is [_____________]. Within five days after the Early Termination date (or if there is no Early Termination date, at the end of the Term), Consultant shall deliver to the Company all work product resulting from the performance of the Services.

7. No Conflicting Agreements; Non-Exclusive Engagement; Confidentiality; Insider Trading; Disclosure.

(a) No Conflicting Agreements. Consultant represents that Consultant is not a party to any existing agreement that would prevent Consultant from entering into and performing this Agreement. Consultant will not enter into any other agreement that is in conflict with Consultant's obligations under this Agreement. Subject to the foregoing, Consultant may from time to time act as a consultant to, perform professional services for, or enter into agreements similar to this Agreement with other persons or entities without the necessity of obtaining approval from the Company.

(b) Non-Exclusive Engagement. The Company may from time to time (i) engage other persons and entities to act as consultants to the Company and perform services for the Company, including services that are similar to the Services, and (ii) enter into agreements similar to this Agreement with other persons or entities, in all cases without the necessity of obtaining approval from Consultant.

(c) Insider Trading. Notwithstanding Consultant's status as an independent contractor as of and following the Effective Date, Consultant acknowledges and agrees to abide by the Company's policy statement on securities trading, until such time as Consultant is no longer aware of any material nonpublic information concerning the Company.

(d) Disclosure. Consultant acknowledges that the Company intends to publicly disclose the existence and material terms of this Agreement, and file a copy of this Agreement, as required by the rules and regulations of the U.S. Securities and Exchange Commission.

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: ________________________________