CONSULTING AGREEMENT

CONSULTING AGREEMENT, dated as of ____________, by and between ________________, Inc., a company incorporated under the laws of the State of Delaware having its principal place of business at _______________________ (the "Company"), and _____________________, residing at __________________ ("Consultant").

W I T N E S S E T H:

WHEREAS, the Company desires to secure the services of Consultant and to enter into an agreement embodying the terms of such consulting (the "Agreement"); and

WHEREAS, Consultant desires to accept such consulting engagement and enter into such Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and Consultant hereby agree as follows:

1. Term and Services .

1.1 For the period beginning as of ________, 2010 (the “Commencement Date”) and ending on ______________, unless mutually extended in writing by the parties hereto (the “Consulting Term”), Consultant shall provide consulting services to the Company as described in Appendix A.

1.2 During the Consulting Term, Consultant shall perform his duties at all times faithfully, industriously and to the best of her experience and talent hereunder. During the Consulting Term, Consultant shall use her best efforts to advance the best interests of the Company and shall owe a duty of loyalty and good faith to the Company. During the Consulting Term, Consultant shall be an independent contractor.

2. Compensation .

For services rendered hereunder, Consultant will be entitled to receive the payments detailed in Appendix A. This Agreement is non exclusive.

3. Termination . Each party can terminate this Agreement for a reason or no reason upon a 30 (thirty) days written notice.

4. Proprietary Rights .

4.1 Ownership by the Company . All of the Inventions and Works (as defined below) that Consultant makes, conceives, develops, discovers, reduces to practice or fixes in a tangible medium of expression, alone or with others, during the term of Consultant’s engagement by the Company (including prior to the execution of this Agreement), are the sole property of the Company upon their creation. To that end, Consultant hereby assigns to the Company Consultant’s entire right, title and interest, including all patent, copyright, trade secret, trademark and other proprietary rights, in any work product.

4.2 Assignment, etc . Consultant will promptly disclose to the Company and hold in trust for the Company’s sole benefit, and Consultant hereby assigns exclusively to the Company all of Consultant’s right, title, and interest in and to, any and all Inventions and Works. Without limiting such assignment, Consultant agrees that all Works will be considered “works made for hire” so that the Company will be considered the author of the Works under applicable copyright laws. Consultant hereby waives all claims of any nature whatsoever that Consultant now or hereafter may have for infringement of any patent or copyright resulting from any patent or copyright applications for any Inventions or Works.

4.3 “Inventions” and “Works” . “Inventions” means discoveries, developments, concepts, ideas, improvements to existing technology, processes, procedures, machines, products, compositions of matter, formulae, algorithms, software, domain names, computer programs and techniques, and all other matters ordinarily intended by the word “invention,” whether or not patentable or copyrightable, including all copyrights (including renewal rights), patent rights and trade secret rights, vested and contingent. “Inventions” also includes all records and expressions of those matters. “Works” means original works of authorship, including content materials created by Consultant hereunder and any interim work product, modifications and derivative works, and all similar matter, whether or not copyrightable. “Inventions” or “Works” shall not include inventions or works clearly unrelated to the Company’s existing or anticipated business and for which no assistance, equipment, supplies, facilities or trade secret information of the Company was used, unless the invention or work derives from or relates to any work Consultant performs for the Company.

5. Expenses . Each party will bear its own expenses. Consultant will be reimbursed for all pre-approved in writing reasonable expenses.

6. Confidentiality .

6.1 Duty of Confidentiality . Consultant recognizes that during the course of Consultant’s work for the Company, Consultant will have access to certain Confidential Information (as defined below) relating to the business of the Company. Consultant agrees that all Confidential Information will remain the exclusive property of the Company. At all times during or following Consultant’s engagement by the Company, Consultant will not disclose to anyone outside the Company or use for any purpose other than Consultant’s work for the Company, (i) any Confidential Information or (ii) any information the Company has received from others which Consultant knows the Company is obligated to treat as confidential or proprietary.

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6.2 Definition of Confidential Information . “Confidential Information” means any information or material in which the Company has rights, whether or not owned or developed by the Company, which is not generally known to the public, and which Consultant may obtain knowledge of through or as a result of Consultant’s relationship with the Company. Without limiting the foregoing, Confidential Information means: (a) all information in which the Company has rights relating to the design and development of a World Wide Web site for purposes of providing database and other services relating to the business of the Company, including all software programs, designs, specifications and other proprietary technical information used in developing such Web site and (b) all business plans, marketing techniques, models and plans, financial materials, cost data, customer lists, pricing policies and other proprietary business information of the Company. Confidential Information also includes any non-public information obtained about the Company any of its clients or joint venture partners in the course of Consultant’s relationship with the Company. Confidential Information will not include information that (i) Consultant lawfully obtains from any third party who has lawfully obtained such information; or (ii) is generally available to the public or is later published or generally disclosed to the public by the Company.

6.3 Return of Materials . At the time Consultant ceases to be engaged by the Company, or sooner at the request of the Company, Consultant will deliver to the Company all papers, drawings, notes, memoranda, manuals, specifications, designs, devices, documents, diskettes, tapes, prototypes and products, and any other material on any media containing or disclosing any confidential or proprietary technical or business information.

7. Non-competition . While Consultant is employed by the Company, and for a period of 12 months thereafter Consultant will not become associated with any entity, whether as a principal, partner, employee, consultant or shareholder (other than as a holder of not in excess of 1% of the outstanding voting shares of any publicly traded company), that is actively engaged in any business which is in direct competition with the business of the Company, without first obtaining the Company’s written consent. [You may take out if not applicable]

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8. Representations and Warranties . The Consultant represents and warrants the following: (i) the Consultant has the required knowledge, experience, expertise and resources to fulfill the services and obligations under the terms set forth herein in a high, professional and representative standard, (ii) the Consultant shall comply with all laws and regulations applicable to it, and at its sole expense, shall apply for, obtain and maintain any government license, permit or approval necessary or appropriate for it to fulfill its obligations hereunder, (iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof will not constitute a default under or breach of any agreement or other instrument to which the Consultant or any of its employees, consultants, or representatives are a party or by which they are bound, including without limitation, any confidentiality or non-competition agreement, nor will it require the consent of any person or entity, (iv) the Consultant's employees, consultants and representatives have and shall have at all times during the performance of the services hereunder, all necessary rights, authorizations, or licenses to perform such development services, and (v) neither the Consultant nor any of its employees, consultants or representatives shall utilize during the provision of the services hereunder any proprietary information of any third party.

9. Indemnification

9.1 The Consultant shall indemnify, defend and hold harmless the Company, its agents and employees, from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred by the Company as a result of or in connection with: (i) any allegation that any of the services provided hereunder actually or allegedly infringes, misappropites, or violates any patent, copyright, mask work right or trade secret anywhere in the world; (ii) any breach of the Consultant’s representations, warranties or obligations in this Agreement; (iii) a determination by a court or agency that the Consultant or any of its employees are not independent contractors; or (iv) any other material breach by the Consultant of this Agreement.

9.2 The Consultant shall provide the Company with prompt notice (including a copy thereof), of any claim or lawsuit served upon it that is reasonably expected to be subject to the foregoing indemnities under this Agreement. The Consultant shall fully cooperate with the Company and its representatives in the investigation or defense of any such claim or lawsuit. The Consultant shall not unreasonably withhold its approval of the settlement of any claim, liability, or action covered by this indemnification provisions.

10. No Disparagement . Consultant will not disparage the Company or its business or services and will not interfere with the Company’s relationships with its customers, employees, vendors, bankers or others. This applies both while Consultant is engaged by the Company and after Consultant’s engagement with the Company ends, regardless of the reason it ends.

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11. Miscellaneous .

11.1 Binding Effect . This Agreement shall be binding on, and shall inure to the benefit of, the Company and any person or entity that succeeds to the interest of the Company (regardless of whether such succession does or does not occur by operation of law) by reason of the sale of all or a portion of the Company's stock, a merger, consolidation or reorganization involving the Company or, unless the Company otherwise elects in writing, a sale of the assets of the business of the Company (or portion thereof) in which Consultant performs a majority of his services. This Agreement shall also inure to the benefit of Consultant's heirs, executors, administrators and legal representatives.

11.2 Assignment . Except as provided in subsection 1 above to this Section, neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

11.3 Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto with respect to the matters referred to herein. No other agreement relating to the terms of Consultant's employment by the Company, oral or otherwise, shall be binding between the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein. Consultant acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, that he has read this Agreement and that he understands it and its legal consequences.

11.4 Severability; Reformation . In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. To the extent permitted by applicable law, the parties waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect. Notwithstanding the foregoing, if any provision is so prohibited or unenforceable, such provision will be deemed to be reformed as closely as possible to effect the intent of such provision in a manner consistent with applicable law.

11.5 Waiver . Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.

11.6 Amendments, Headings, Counterparts . This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto; Headings to Sections in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof; This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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11.7 Withholding . To the extent applicable, any payments provided for herein shall be reduced by any amounts required to be withheld by the Company from time to time under applicable Federal, State or local income or employment tax laws or similar statutes or other provisions of law then in effect.

11.8 Governing Law . The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of laws and both parties consent to exclusive jurisdiction by the competent courts of New York City, New York.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and Consultant has hereunto set his hand as of the day and year first above written.

_____________, Inc.

By:__________________________ Name: Title:

_____________________________Consultant

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Appendix A

Description of Services:

Fees:

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