This AGREEMENT entered into this date between [company], as Manager for Owner, (hereinafter referred to as "Owner") and

the Owner is continually engaged in the operation and ownership of a business, and Contractor is a resident of

it is the desire of Owner to utilize Contractor's services as directed by Owner for their mutual purposes, the parties agree as follows: TERM OF AGREEMENT: This Agreement shall remain in effect for one (1) year from the date of execution shown above and may be renewed at the end of that term by the mutual agreement of the parties. RELATIONSHIP OF PARTIES: At all times during the performance of this Contract, Contractor shall be considered to be an independent contractor and not an employee of Owner. (a) Contractor shall establish his own working hours and working conditions and also determine whom he will contact for business and the time and place at which he will perform services. Owner will have no control over Contractor's working hours, working conditions or methods of performing services and will not be responsible to provide him with the information regarding how to conduct his business. Furthermore, Owner shall not be responsible to provide insurance for Contractor for illness, injury, accident, death, general liability or for any other purpose, such insurance coverage being Contractor's full responsibility; nor shall Owner be financially responsible in any way to any person for any liability which may be incurred by Contractor for his own acts or for any catastrophe which may befall Contractor. (b) No Workers' Compensation insurance has been or will be obtained by the Owner on account of Contractor. Contractor agrees to provide said insurance, if applicable, at Contractor's sole cost and expense. (c) Contractor shall not be considered to be an employee of Owner for purposes of any tax or contributions levied by the Federal Insurance Contributions Act (Social Security), the Federal Unemployment Tax Act, the collection of Income Tax at Source on Wages pursuant to the Internal Revenue Code, including any corresponding or successor provision of any Federal Tax Law, or any corresponding State Law with respect to employment or compensation for employment. Contractor shall be solely liable for payment of any such taxes or contributions. DUTIES OF CONTRACTOR: During the term of this Agreement, Contractor shall use his best efforts to be available to Owner. He shall further be responsible to ascertain and comply with the laws of the state in which he is acting and to secure any licenses or other permission which may be required for such services. (a) Before performing any services on behalf of Owner, Contractor shall register under the applicable laws of the State named above by filing the appropriate application form and posting any licensing fees or bonds required by said State. (b) Contractor agrees to keep in force at his own expense during the entire period of this Agreement, liability insurance sufficient to protect him and Owner as an additional named insured, from claims for bodily injury and death and for property damage that may arise out of his work under this Agreement, whether directly or indirectly by Contractor. The minimum liability limits shall be in an amount set by Owner from time to time. Proof of such insurance shall be provided by Contractor to Owner upon request. RESTRICTIONS: While acting on behalf of Owner, Contractor shall not solicit business from any person presently utilizing the services of Owner, without consent of Owner, nor shall he commit any act which would jeopardize the good standing or legal eligibility of Owner within said State. Contractor agrees that he will, at all times, keep and maintain customer lists and information as confidential and secret, that he will not use such information except when acting pursuant to this Agreement, and that he will not directly or indirectly disclose to any person, firm or corporation, any such information he has acquired during his performance of this Contract. The restrictions just stated shall apply both during the term of this Agreement and at all times after the termination of this Agreement. Upon termination of this Agreement, irrespective of the time, manner or cause, Contractor shall surrender to Owner all customer lists and other information regarding the services performed on behalf of Owner. ASSIGNMENT: Neither this Agreement nor any rights or obligations arising under it may be assigned by Contractor without the express written consent of Owner. PAYMENT OF PROFESSIONAL FEES: All earned fees for services by Contractor shall be paid by the Owner directly to Contractor as and when invoiced. EXPENSES: Owner shall reimburse Contractor for the reasonable expenses which he incurs during this Agreement on behalf of Owner (with the prior agreement of Owner). As a condition precedent to any reimbursement, Contractor shall furnish to Owner reasonable proof of the actual expenses and disbursements in conjunction with his efforts on behalf of Owner. TERMINATION OF CONTRACT: This Contract may be terminated by Owner whenever Owner determines that Contractor's performance hereunder is unsatisfactory, either because he has failed to comply with any of the provisions of this Contract or for any other reason whatsoever. Termination shall be effective five (5) days from the date Owner mails a letter to Contractor at his last known address. Contractor may terminate this Agreement by giving Owner fifteen (15) days written notice of termination. In the event of termination, Owner will be obligated to Contractor only for expenses incurred and commissions earned, under Paragraphs 7 and 8 above, up to the date of termination. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement of the parties and contains all the agreements among the parties with respect to the subject matter hereof. INVALID PROVISIONS: Invalidity of all or any part of any paragraph of this Agreement shall not invalidate the remainder of this Agreement or the remainder of any paragraph. CHOICE OF FORUM: Any dispute under this Agreement shall be governed by the laws of the State of [state] and any suits hereunder shall be commenced in the courts of said State. IN WITNESS WHEREOF, the parties have executed this Agreement on the date written in the first paragraph above.