CONSULTING LETTER (FOR INTERNET ADVERTISING ADVICE)

THIS CONSULTING LETTER (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. Definitions. Unless otherwise defined in this Agreement, defined terms appearing in this Agreement shall have the meaning ascribed to such terms in this Agreement.

2. Services. The Services which Consultant shall provide under this Agreement shall include the following:

(a) Consultant will familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Company; and

(b) Consultant will work with the Company to facilitate and support the development of advertising placements for paying sponsors on the Internet

(c) Consultant will introduce the Company to certain third parties who could potentially participate with the Company in the aforementioned activities,

(d) Consultant will assist the Company in arranging credit enhancement and working capital financing ("Credit Enhancement Arrangement") to support the placement of Internet advertising as contemplated by this Agreement.

3. Term and Termination. The term of this engagement shall be for a period commencing with the date of this Agreement and terminate concurrently with the termination of all Internet advertising revenue to which the Company is a party. The term may only be extended upon the mutual written agreement of the Parties.

4. Consideration. Upon commencement of the Company's first generation of advertising revenues following the commencement of this Agreement, the Company shall pay the Consultant a consulting fee of four percent (4%) of the gross revenue generated from the Company's advertising placements on the Internet, regardless of the source of such revenues. Such consulting fees shall be paid to the Consultant immediately upon receipt by the Company of any payment made to the Company in respect of any Internet advertising placed by the Company.

5. 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: ________________________________