INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT is made and entered into this day of , 20 , by and

between , with offices at , in the City of , and

the State of , hereinafter referred to as the "Contractor", and

, whose address is , in the City of , and the State of

, hereinafter referred to as the "Subcontractor".

WITNESSETH:

WHEREAS, the Contractor is engaged in the business of , and the

Subcontractor is engaged in the business of ; and

WHEREAS, the Contractor desires to enter into this Agreement with the

Subcontractor, providing, among other things, for Subcontractor's services

to the Contractor; and

WHEREAS, the Subcontractor desires to enter into this Agreement with

respect to his services to the Contractor, upon the terms and conditions

hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1. The Contractor shall retain the Subcontractor and the Subcontractor

shall assist the Contractor upon the terms and conditions hereinafter set

forth.

2. Term. The term of this Agreement shall commence on the day of

, 19 , and terminate on the day of , 19 , unless terminated

prior to that date as set out hereinafter.

3. Duties of Subcontractor. During the period of this Agreement, the

Subcontractor shall have the full and complete obligation and

responsibility for the performance of the duties and/or work described in

the attached Exhibit "A" for the Contractor and the Subcontractor shall be

obligated to the Contractor for the performance of all such duties and/or

work. During the period hereof, the Subcontractor shall assist the

Contractor and shall perform any and all services required or requested in

connection with the Contractor's business. Within the limitations herein

provided, the Subcontractor will render such services of an advisory nature

as may be requested from time to time by the Contractor.

4. Time Requirements. The Subcontractor shall devote, during the term of

this Agreement, such of his time, energy, and skill as is necessary in the

performance of his duties hereunder and shall periodically, or at any time,

upon the request of the Contractor, submit data as to the time requirements

of work performed and to be performed by him for the Contractor in

connection with this Agreement.

5. Fees to Subcontractor. The Contractor shall pay the Subcontractor on a

"per project" basis for services in connection with this Agreement, the

exact amount for each project to be agreed upon in writing by the

Contractor and the Subcontractor, prior to any work being performed, or, in

the alternative, per the attached Exhibit "B".

6. Relation of the Parties. The Subcontractor is retained by the

Contractor only for the purposes and to the extent set forth in this

Agreement and the Subcontractor's relationship to the Contractor shall,

during the term of this Agreement, be that of an Independent Contractor.

The Contractor shall not withhold, from sums becoming payable to the

Subcontractor hereunder, any amounts for State or Federal Income Tax, or

for FICA (Social Security) Taxes, during the term of this Agreement. The

Subcontractor shall be free to dispose of such portions of his entire time,

energy and skill as he is not obligated to devote hereunder to the

Contractor in such manner as he deems advisable. The Subcontractor shall

not be considered as having an employee status or as being entitled to

participate in any plans, arrangements or distributions by the Contractor

pertaining to or in connection with any pension, stock, bonus, profit

sharing or other benefit extended to the Contractor's employees.

7. Worker's Compensation. If required by the laws of this State, the

Contractor shall maintain in full force and effect a policy of worker's

compensation insurance covering the Subcontractor during the term of this

Agreement and the Subcontractor's account shall be debited by the proration

of premiums thereon attributable to the Subcontractor.

8. Professional Responsibility. Nothing in this Agreement shall be

construed to interfere with or otherwise affect the rendering of services

by the Subcontractor in accordance with his independent and professional

judgment. The Subcontractor shall perform his services substantially in

accordance with generally accepted practices and principles of his trade.

This Agreement shall be subject to the rules and regulations of any and

all organizations and associations to which the Subcontractor may from time

to time belong and to the laws and regulations governing the practice of

the Subcontractor's trade in this State.

9. Indemnity to Subcontractor. The Contractor indemnifies the

Subcontractor against any loss or liability which the Subcontractor may

sustain by reason of any contract entered into by the Contractor with any

principal, but this indemnity shall not extend to any loss which the

Subcontractor may incur by reason of the work performed by the

Subcontractor hereunder.

10. Termination. This Agreement may be terminated at any time, with or

without cause, by either party upon thirty (30) days written notice.

11. Notice. Any notice required to be given hereunder shall be deemed

given on the third (3rd) business day following mailing of any such notice,

postage paid, to the address set out herein above.

12. Income Tax Designation. In the event that the Internal Revenue

Service should determine that the subcontractor is, according to I.R.S.

guidelines, an employee subject to withholding and social security

contributions, the subcontractor shall acknowledge, as the subcontractor

acknowledges herein, that all payments to the subcontractor are gross

payments, and the subcontractor is responsible for all income taxes and

social security payments thereon.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the

day and year first above written.

Signed, sealed and delivered in the presence of:

"CONTRACTOR"

______________________________

______________________________ Witness

"SUBCONTRACTOR"

______________________________

______________________________ Witness

EXHIBIT "A"

Duties and/or Work to be Performed by Subcontractor

EXHIBIT "B"

Alternate Fee Arrangement