LETTER OF AGREEMENT

Financial Managers proposes to serve as the part-time financial manager for "The Company". Responsibilities of this position, which is not an elected corporate office, will include the following:

1. Evaluation and continuing recommendations regarding the Company's basic accounting system and the generation of periodic financial statements.

2. Oversight of the Company's regular cash management requirements, including payroll, accounts payable, accounts receivable, etc.

3. Development of timely and appropriate financial reports to management and to outside interests as mutually agreed.

4.Assisting the Company's staff in the planning and control of operating expenses, including budgeting and cash flow projection.

5. Recommending and implementing methods in the financial administration system of the Company to ensure timeliness, accuracy, and maximum efficiency.

6. Helping the staff to analyze product and service costs and to provide management with information concerning direct and indirect, fixed and variable costs, as well as sensitivity analyses on margin, breakeven, and overhead.

7. Developing and maintaining relationships with banks, brokers, investors, landlords, accountants, and other financially-oriented parties, as appropriate.

8.Undertaking relevant industry studies as a basis for measuring operational and financial productivity.

9. Providing assistance and advice to you and your associates, as requested, regarding your personal financial circumstances.

Other functions that might come within the responsibility of a Chief Financial Officer are available as a supplement to the basic package of services

It is understood that these activities will not be undertaken simultaneously, but will be approached in an order of priority agreed upon with you. It is further understood that timely and accurate accounting is ultimately a responsibility of your permanent staff. All accounting functions, complete to monthly statements, should be handled by members of your staff or contracted out under our supervision. Financial Managers' effectiveness is likely to be reduced by ineffective accounting.

In consideration of the foregoing, the Company agrees to pay Financial Managers a fee of $______ per month, payable in advance, for up to __ hours of service per month. Time greater than the maximum anticipated hours will be subject to prior company approval and then billed at the end of the month at a rate of $__/hr. Employment by the Company of any employee of Financial Managers shall be subject to a placement fee, payable on the first date of employment by the Company, of 20% of total projected first-year compensation.

The company hereby agrees to hold FM, its employees, representatives, and associates harmless from all claims, except in the case of gross negligence on the part of FM. Under no circumstances shall FM, its employees, representatives, or associates, be held liable for consequential damages.

For its part, Financial Managers and its employees and representatives certify that all internal matters relating to finance, product/service information, marketing strategies, personnel, or other sensitive and/or confidential issues will not be divulged to outside parties, except as authorized.

This agreement may be canceled by either party upon 30 days' written notice to the other.