INDEPENDENT CONTRACTOR AGREEMENT

                                                                                               (Sales Company), (hereinafter referred to as First Party), by acceptance of this Agreement by signature at its home office at                                                                            (location),                  (state), agrees to provide product to                                     
                         Independent Contractor, (hereinafter referred to as Second Party).                                                                                    (Second Party) agrees to provide certain services for the First Party, as hereinafter defined.

WITNESSETH:

          FOR AND IN CONSIDERATION of the mutual promises herein contained, and of other good and valuable consideration, the sufficiency of which is hereby acknowledged by both parties, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

          1. SPECIAL AGREEMENT:  This Agreement is a special Agreement between the parties for a product being represented by the independent contractor on behalf of the sales company.
          2. TERM:  This Agreement shall take effect upon acceptance of this Agreement by First Party as provided above and shall remain in effect (unless sooner terminated hereunder) until First Party completes all services specified in Appendix B.
          3. SCOPE:  This Agreement shall apply to all services provided from time to time during its term by First Party to Second Party. Each engagement shall be in writing and shall be evidenced by a separate Scope of Services, which shall specify the start date and duration of the engagement and the services to be performed. Each Scope of Services shall reference this Agreement and be labeled as an "Appendix," alphabetized and numbered sequentially. All services shall be provided at                                                                                     (Second Party’s location) and/or at First Party's offices in                         (city),                       (state), on a mutually agreed schedule. All modifications, ideas, concepts, know-how, techniques, and any other work product related thereto developed during the term of this Agreement shall remain the property of First Party. Second Party shall have the

right to use the modifications and products of this Agreement subject to the terms and conditions of the License Agreement regarding proprietary protection and scope of use.
          4. SERVICES AND PAYMENT:  Second Party agrees to pay First Party in accordance with the Scope of Services. In addition, Second Party shall pay all reasonable administrative costs, as well as all travel and living expenses incurred by First Party employees while traveling to and from Second Party's Installation Location (and while traveling locally from First Party’s and Second Party’s facilities) pursuant to this Agreement. Such costs and expenses shall be payable upon demand by First Party, but not more frequently than every thirty (30) days. All travel by First Party personnel shall be in accordance with First Party's standard policy governing travel and business expenses. Second Party shall reimburse First Party for all special and unusual expenses incurred at Second Party's request.
          All invoices that remain unpaid for more than thirty (30) days after receipt by Second Party shall bear interest from the date of invoice at the lesser of (a) the rate of one and              percent (            %) per month (or portion thereof), or (b) the maximum rate permitted by applicable law on the full amount of any delinquent balances. Invoices shall be sent by regular first class mail.
          In addition to the payments provided for above, Second Party shall pay all excise, sales, use, privilege or other similar taxes levied or based on payments made pursuant to this Agreement, exclusive, however, of personal property taxes assessed against First Party and taxes based on the net income of First Party.
          5. CONFIDENTIAL INFORMATION:  The confidential information of Second Party provided to First Party under this Agreement shall be safeguarded by First Party to the same extent that First Party safeguards confidential material or date relating to its own business and, in no event, shall First Party disclose Second Party's confidential information to a third party without express written permission.
          6. ACCEPTANCE OF DELIVERABLE ITEM:  Upon receipt of any deliverable item, Second Party shall, within a period of ten (10) working days, provide First Party with a detailed written description of any objections relative to the deliverable item. First Party and Second Party shall review the objections and First Party shall, as expeditiously as possible, provide Second Party with a revised list of deliverable items for any such objections that First Party and Second Party mutually determine fall

within the intended scope of this Agreement.  Second Party shall be deemed to have accepted the deliverable item if First Party does not receive written notice of objections within said period of ten (10) working days.
          Within ten (10) working days after receipt of the revised deliverable item, Second Party must notify First Party if any objection has not been satisfied by the revised deliverable item. If Second Party does not so notify First party of any remaining objections within ten (10) working days, the revised deliverable item shall be deemed accepted. If it is mutually determined that any remaining objections fall within the originally intended scope of this Agreement, First Party will make additional revisions as expeditiously as possible and the process described in this paragraph will be repeated.
          7. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY:  Second Party's sole and exclusive remedy is the correction of objections under Section 6 herein. First Party does not otherwise warrant, expressly or implied, the results, performance or quality of the services rendered under this Agreement. IN ADDITION, THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE CONCERNING ANY MODIFICATIONS OR OTHER SERVICES.
          First Party shall use good faith and reasonable efforts in performing the consulting services, including any modifications, provided for herein; however, First Party is also relying upon information and assistance furnished to First Party by representatives of Second Party. Accordingly, the accuracy and results of said services will be dependent upon the accuracy and completeness of the information and assistance furnished by Second Party employees. First Party's liability, if any, for damages arising out of the performance of the services described herein shall not exceed the consulting fees paid pursuant to this Agreement. It is further understood and agreed that, in no event, will First Party be liable for any indirect, special, incidental or consequential damages including, but not limited to: business interpretation, lost profits, or lost goodwill. Even First Party has been advised of the possibility of such damages.
          8. TERMINATION:  Services under this Agreement shall terminate upon the sooner of: (i) the completion of the services by First Party; or (ii) a.) thirty (30) days after receipt by either party of written notice from the other party to terminate

services; or b.) thirty (30) days following written notice by First Party to Second Party of any default by Second Party hereunder (including, without limitation, failure to make any payment when due), if Second Party fails to cure such default within said thirty (30) day period. Second Party shall be liable for the payment of all charges and full reimbursement of First Party expenses accruing prior to date of termination.
          9. EMPLOYEES:  Neither First Party nor any employees of First Party shall be considered of Second Party. First Party reserves the right to determine which of its employees shall be assigned to perform services and to replace or reassign such employees during the term hereof. In addition, Second Party acknowledges that First Party’s success in the                                                                        (type) industry is largely dependent upon the performance of its personnel and that, therefore, First Party expends substantial resources in connection with employment and training.  Accordingly, should Second Party hire, either as an employee or an independent contractor (either directly or through another independent contractor), any person who provided services to Second Party on behalf of First Party, within six (6) months after such person's last contract with Second Party on behalf of First Party, then Second Party shall pay to First Party promptly upon such hiring, a sum equal to the total compensation (salary, commission and bonus) paid to such person during his/her last six (6) months' employment by First Party. (Annualized if such person was employed less than six months.) This undertaking by Second Party shall be deemed an essential element of this Agreement. Any failure of Second Party to honor this obligation, regardless of cause, shall give First Party the right to terminate this Agreement and Second Party the right to use the                               
                                                                          (type of product being sold).
          10. MISCELLANEOUS:  No action, regardless of form, arising in any way out of this Agreement may be brought by either party more than one (1) year after completion of services by First Party.
          Any estimates regarding time of completion, costs, or otherwise are given in good faith, but shall not be construed as a guaranty or warranty by First Party.  Furthermore, no estimate shall be deemed to change this Agreement into a fixed price contract.

          This Agreement embodies the entire agreement and understanding between the parties as to the consulting services to be provided and may not be changed or terminated orally. No change, termination, or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by an authorized representative of the party against whom the same is sought to be enforced.
          Neither party shall be responsible for delay or failure in performance resulting from acts beyond the control of such party.
          This Agreement shall be governed and construed in accordance with the laws of the State of               , United States of America. Any notices required or permitted under this Agreement shall be in writing and, with the exception of invoices, delivered in person or sent by registered or certified mail, return receipt requested, proper postage prepaid, and properly addressed to the address of the addressee set forth hereunder or such other more recent address at which the sending party has received written notice.  This Agreement, or any right or interest herein, shall not be assigned by Second Party without the prior written consent of First Party.
          The captions used in this Agreement are solely for the convenience of the parties hereto, and such captions do not constitute a part of this Agreement.
          The effective date of this Agreement shall be the date on which it is executed by an authorized officer of First Party.
          11. APPENDICES:  The following, which are attached hereto, are hereby incorporated herein by reference:

          In the event of any conflict between the provisions of this Agreement and any of the provisions set forth in the attachments referred to above, the provisions of such attachments shall govern.
          Dated at                                                            (location) this            day of                               ,           .