RETAINER AGREEMENT (FOR ATTORNEYS RECEIVING STOCK AND CASH COMPENSATION)

THIS RETAINER AGREEMENT (this "Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] (the "Client") and [_____________], a [_____________] partnership with an address at [_____________] ("Attorney").


Client wishes to engage Attorney to perform legal services for Client.  This Agreement is intended to set forth our understanding as to the nature and scope of the legal services, the amount of my fees for these services, and the manner in which my fees for these services shall be determined and the terms upon which Client will make payment of these fees.

1. Legal Services Included. Client have engages Attorney to perform legal services in the following areas: [_____________].

2. Legal Services Excluded: Attorney will not provide legal services pertaining to areas outside Attorney's expertise.

3. Fees for Services.

3.1 Stock Compensation. Client agree to register [_____________] shares of  [_____________] stock in Client in the name of [_____________] within Thirty (30) days of [_____________].

3.2 Retainer Fee. Client shall pay as compensation for Attorney's professional services, a non-refundable retainer fee of $[_____________] per month payable on or before the first day or each month for a period of [_____________] beginning on [_____________], for which Client will receive a credit toward Attorney hourly rates each month.  Client understands that it is not possible to determine the total amount of fees at this time. Client fully understands that Client will be billed on at the regular hourly rates established by Attorney from time to time for Attorney's lawyers, law clerks and paralegals.  The hourly rates as of the execution of this Agreement are:

Personnel                    Hourly Rate

[_____________]        [_____________]


4. Costs. In connection with Attorney's representation of Client, we anticipate that certain expenses may be incurred and advanced on Client's behalf. These expenses may include filing fees, recording costs, out of town travel expenses, delivery charges, long distance telephone charges, photocopies, special research charges, court costs (such as filing fees, newspaper publication, recording fees, etc.) and word processing computer charges. In addition to Attorney's fees for legal services, Client agree to pay Attorney for such out-of-pocket expenditures plus sales tax if required by applicable law. In the event that unusually large costs or advances are anticipated, Attorney reserves the right to require a cost deposit from Client prior to undertaking the expenditure of funds on Client's behalf.

5. Payment of Fees and Costs. Attorney shall bill Client monthly for the time spent on Client matters in excess of the monthly retainer fee and costs. Client agrees to pay each monthly bill within thirty (30) days of receipt. Client agrees that the entire attorney's fees and costs are the personal responsibility of each person and firm signing this Agreement severally and jointly.

6. Non-Payment of Fees and Costs. Client agrees that payment of any invoice  constitutes a condition precedent to Attorney providing legal services, so Client's failure to pay any invoice in full provides Attorney with the right to cease to provide legal services to Client and to withdraw from representing Client.  Until Client pays all invoices in full, Attorney has the right to retain any and all files, papers and other property coming into Attorney's possession in connection with representation of Client.

7. Term and Termination.  The term of this Agreement is 1 year, it automatically and successively renews for additional 1 year terms on each anniversary.  Client may terminate this Agreement at any time on notice to Attorney.  Attorney may also withdraw from representing Client if Client has misrepresented or failed to disclose a material fact to Attorney, if we disagree about the course of action which should be pursued by Client, or if Attorney determines that Client's conduct is unethical, threatening or harrassing. In any of these events, Client agrees to execute such documents as will permit Attorney to withdraw.

8. Conflict of Interest. Attorney is required to disclose to Client any conflicts of interest which may arise affecting Attorney representation of Client. As of the date of this Agreement, we agree that there are no such known conflicts of interest. From time to time, all possible conflicts which may arise in the future will be discussed in a timely manner.

9. Commencement of Representation. If the foregoing is agreeable to Client, please acknowledge understanding and agreement by signing this Agreement below and delivering it to us, together with payment of the retainer set forth above, and Attorney shall commence representation.

10. 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 Client in whole or in part without the prior written consent of Attorney. Any transfer, assignment, delegation or sublicense by Client 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.

CLIENT

By: __________________________________
Print Name: ___________________________
Title: ________________________________

ATTORNEY

By: __________________________________
Print Name: ___________________________
Title: ________________________________