CONSULTING RETAINER AGREEMENT (FOR ADVERTISING DOUBLING SALES)

THIS CONSULTING RETAINER 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. Retainer. Company shall pay $[_____________] per [_____________] to Consultant for consultation and advice regarding [_____________].

2. Term. Company's obligation to pay this amount and this Agreement will end on [_____________].  Either party may terminate this Agreement on 30 days prior notice to the other, for its convenience, for any reason or no reason, with or without cause.

3. Additional Payment. In the event that Company's sales amount to twice its advertising expenditures for 6 consecutive months, Company will pay Consultant an additional lump sum of $[_____________].

4. Disclaimer. Neither of the parties, nor any of his or her representatives, has made any representation or warranty to the other party upon which the other party is relying in entering into this Agreement, except as expressly provided in this Agreement. There have been no promises, agreements or undertakings of either of the parties to the other, except as set forth in this Agreement, relied upon by either as an inducement to enter into this Agreement. Each party has read this Agreement and is fully aware of its contents and its legal effect.

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: ________________________________