CONSULTING LEGAL (FOR DUE DILIGENCE SERVICES)

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 parties agree as follows:

1. Services. The Consultant shall provide services as reasonably requested by the Company as follows:

A. Consultant shall assist and advise Company for the purpose of [_____________].

B. Consultant shall not be required to undertake duties not reasonably within the scope of advisory and consulting services in which it is generally engaged. In the performance of its duties, Consultant shall provide Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of the services is not measurable in a quantitative manner except as otherwise provided for herein, and Consultant shall be obligated to render the services in good faith as shall be determined by Consultant.

2. Due Diligence. Consultant shall conduct a review and evaluation of Company, including its business, operations, properties, and financial condition, as reasonably required for performance of the services (the "Due Diligence").

3. Term. Company hereby retains Consultant for a period of 12 months (the "Term"). At the conclusion of this Agreement, or its termination, all materials, data, documentation and information provided by the Company to Consultant shall be returned to the Company and Consultant shall deliver to the Company all completed, uncompleted and partially completed deliverables that are prepared through performance of the services. All compensation due and owing for services satisfactorily provided and completed through the date of termination shall be paid to Consultant immediately upon termination.

4. Consulting Fee. Company agrees to pay to Consultant a total of [_____________] shares of common stock of Company (the "Shares") which shall be issued to Consultant promptly upon the execution of this Agreement and shall be earned on the following date: [_____________]. Consultant shall forfeit the number of Shares for each corresponding period upon failure to make full performance of the services for such corresponding period.

5. Expenses. Company shall reimburse the Consultant for all out of pocket expenses reasonably incurred in connection with performance of the services including, but not limited to, professional time, travel expenses, computer services, research, and printing. Consultant shall seek pre-approval of all travel and professional expenses that exceed $[_____________] prior to incurring such expenses.

6. Confidentiality and Nondisclosure. Consultant agrees to use all non-public information provided to it by or on behalf of the Company hereunder solely for the purpose of providing the services and deliverables which are the subject of this Agreement and to treat all such information confidentially, provided that nothing herein shall prevent Consultant from disclosing any such information:  (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, (ii) upon the request or demand of any regulatory authority having jurisdiction over Consultant or any of its affiliates, (iii) to the extent that such information becomes publicly available other than by reason of disclosure by Consultant or was or becomes available to Consultant or its affiliates from a source which is not known by Consultant to be subject to a confidentiality obligation to the Company, or (iv) to Consultant's affiliates and its and their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the services and deliverables under this Agreement. Consultant accepts responsibility for compliance by the persons referred to in clause (iv) above with the provisions of this paragraph.

7. 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: ________________________________