CONSULTING FORMS (FOR A CONSULTANT TO SERVE AS INTERIM CHIEF EXECUTIVE OFFICER)

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 and the Consultant desire to set forth their respective rights and obligations in connection with the certain consulting services of the Consultant;

NOW THEREFORE, in consideration of the premises and of the mutual covenants, agreements and understandings contained herein, the parties hereto agree as follows:

1. Responsibilities and Duties. Consultant shall continue to serve as the interim chief executive officer of the Company.

2. Compensation/Consultant Fee. In consideration of the performance of such services by the Consultant, the Company will pay the Consultant $[_____________] per month, payable on the last day of each month (the "Fee").

3. Consulting Term. The period of the Consultant's retention by the Company under this Agreement (the "Term") shall terminate on [_____________], or such earlier date upon the occurrence of any of the following events:

(A) the death or retirement of the Consultant; or

(B) the Consultant's Disability. For purposes of this Agreement, "Disability" shall mean a physical or mental condition of the Consultant that prevents him from performing the consulting services described above as determined by the Board of Directors of the Company; or

(C) upon a 30 day advance notice by either the Company or the Consultant or upon a mutual written agreement between the Company and the Consultant agreeing to an early termination date; or

(D) termination of this Agreement by the Board of Directors of the Company for "Cause," which shall mean: (1) Consultant engages in act(s) or omission(s) constituting dishonesty, willful misconduct, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance, in each case that results in substantial harm to the business or property of the Company; (2) Consultant is convicted of a felony; or (3) Consultant substantially non-performs assigned duties for a period of thirty (30) days after the Company has given written notice to Consultant of such non-performance and its intention to terminate this Agreement because of such non-performance.

In the event this Agreement terminates for any of the reasons set forth above, the Consultant shall only be paid the Fee through the date of his death, retirement, Disability, the date this Agreement is terminated for Cause or the date this Agreement is terminated upon 30 days advance notice by either party or by mutual written agreement of parties.

4. 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: ________________________________