MLM Consulting _ SOFTWARE OPTIONS

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					                       MultiSoft Corporation
              1723 SE 47th Terrace - Cape Coral, Florida 33904 - USA
             Telephone: +1 239 945 6433 USA         Email: peter@multisoft.com
     _____________________________________________________




Dear Entrepreneur,

     I sincerely appreciate the opportunity to work with you as your consultant on
your network marketing project. I also look forward to getting to know you better
on a personal level to more thoroughly assist with your business model and to help
you direct your personal, technical and business vision.

     For part of the first week of work it will be my immediate objective to start the
new web site build and also to work up the full outline of requirements of your
project, so that you will know exactly what to expect from myself and MultiSoft, in
other words, product delivery, milestones and costs etc.

    I look forward to you contacting me with a suitable commencement date – I
am eager to get started.

     If you have any questions or require points of clarification, I would be happy to
discuss them with you. Don’t hesitate to contact me direct at +1 239-945-6433
Florida, USA; if I am in Asia I will return your call within 48 hours. I appreciate the
chance to earn your business and look forward to becoming a part of your future
success strategy.

Sincerely,


Peter Spary
Peter Spary
Founder




                       MultiSoft Corporation corporate consulting services | «company»   1
       Corporate MLM Consulting Options

If you contemplating the launch of an MLM venture because you are under the "get
rich quick" ether, STOP now and save yourself time and money.

Building a successful compensation plan is about building a complete company. By
complete company we mean one that satisfies 5 basic key areas of core
competency and also has those areas operating in unison with one another. The
five key areas are listed here in order of importance:

          Management
          Product & Service
          Opportunity
          Community
          Compensation

Management is the brain of your company. Without it, the company would be
without purpose or direction. The purpose of an MLM company is to sell Product &
Service. This is the cornerstone of any successful MLM company.

Successful MLM companies sell their Opportunity as well as product or service.
Often times, opportunity can be as simple as recognition - you would be surprised
to know how many people are motivated by receiving attention.
Recognizing and understanding that Community is also essential to building a
strong team and support structure... selling can be a tough business!

A successful Compensation plan accounts for the other four key areas addressed
above before it is formulated. The bottom line: a lucrative compensation plan will
not lead to a successful company; however a successful company will make a
compensation plan lucrative.

Unilevel, Matrix, Binary and Hybrid compensation plans take complex mathematical
algorithm development, strategic qualification placement and an understanding of
the need for recognition within the distributor base. In business since 1987
MultiSoft Corporation has over two decades of compensation plan analysis, field
study and corporate management experience, to craft a plan that nurtures the
beginners, but also provides for the most advanced distributors.

Our team has reviewed thousands of compensation plans and authored hundreds of
their own. We have even written a book, “The Compensation Plan Primer” that
helps people understand the nuances of each compensation plan type (available on
www.amazon.com, or by contacting MultiSoft).




                      MultiSoft Corporation corporate consulting services | «company»   2
                             Proudly serving the
   Then (1987)      Network Marketing industry since 1987                Now (2011)




A
     s President and CEO of MultiSoft Corporation since 1987, Peter Spary is
     frequently called upon, often times at the very last minute, to assist in the
     launch of new companies and sometimes even to help rescue faltering
companies and bring them back to profitability.

Peter and his professional team often perform complete ―face lifts‖ on the image,
vision and mission of companies, enabling them to positively stand out in this
highly competitive industry.

Peter provides consulting and support services to existing and start-up companies
in the areas of: business forms, graphics and illustration, legal issues, referrals,
company ―roll-out‖, ―pre-launch‖, ―Founder‖, ―fast-start programs‖, compensation
plan design and creation, national and international expansion, distributor training
and much more.

Peter was the top producing distributor for two multilevel marketing companies
prior to founding MultiSoft Corporation. His various credentials, complimented by
MultiSoft’s many years as a multilevel solutions provider, ensures that you are
receiving the highest quality consulting available… anywhere!

When you need experience and dependability, you need Peter Spary. Enjoy the
benefits of associating with the best network marketing consultant available,
anywhere and at any price!




                       MultiSoft Corporation corporate consulting services | «company»   3
W
         ho is Peter Spary? Tactician, pioneer and student alike, Peter Spary is an
         individual who relishes the opportunity to meet a challenge. With over
         two decades of day-in and day-out experience in the multilevel industry,
Peter has uniquely qualified himself to understand the intricacies of MLM from a
number of different perspectives.

Top distributor for two companies, owner and operator of his own MLM Company,
President and CEO of the #1 software company dedicated to the MLM industry and
consultant to numerous network marketing enterprises, Peter’s personal experience
and perspective as a member of the field, owner, administrator and as an outside
observer and vendor to hundreds of companies, has provided him with the unique
―know how‖, and experience required to help you succeed with your new business
venture.

Qualifications and Achievements:
 • President and CEO of MultiSoft Corporation since 1987.
 • Top distributor for two multilevel companies.
 • Featured in the industry magazine, ―Multilevel Marketing News‖ cover article as
     ―Portrait of a Winner‖.
 • Articles and press releases published in ―Money Makers Monthly‖ and other
     trade journals.
 • Published four books: ―How To Start Your Own MLM Company‖, ―The
     Distributor Training Manual‖, ―The Perfect Product‖ and ―The Compensation
     Plan Primer‖ and publisher of ―MLM Corporate Magazine‖.
 • Started and successfully built an MLM software company to multiple million
     dollars in annual sales.
 • The first MLM software company to migrate from DOS to MS Windows.
 • The first MLM software company to build a real-time genealogy system.
 • The first MLM software company to build a 100% on-line compensation plan
     generation wizard see: www.mlmbuilder.com.
 • Pioneered the first MLM specific Global Portal System (―GPS‖) in 2001.
 • Worked with Ray Duncan ―The Binary King‖ to build the finest Binary
     calculation and commissioning system in existence.
 • Created the first Binary and Unilevel ―combination‖ commission engine.
 • Published the glossy magazine MLM Corporate.
 • Designed and developed the global, multi-language, multi-warehouse, multi-
     currency, C#.NET industry leading MarketPowerPRO MLM Commissioning and
     genealogy software… MarketPowerPRO.

And, much more!


                      MultiSoft Corporation corporate consulting services | «company»   4
     Our Publications




MultiSoft Corporation corporate consulting services | «company»   5
The services that Peter is offering you are some of the finest available in the
industry and are competitively priced.

     (1) Initial Consultation, (2) Basic Package, (3) Retainer Program,
            (4) Additional Days On-Site, (5) Complete Package.

Initial Consultation

“The Initial Consultation” includes a full day of face-to-face review and
discussion of your project. Because Peter is semi-retired, he is available to travel
anywhere in the world; the meeting can be held either at your office or at one of
MultiSoft’s offices in: the USA, Thailand or the Philippines.

Peter will personally analyze your corporate development plans and product
strengths, weaknesses and other areas of importance that should be considered
when opening your new Company.

A general idea of the ―concept‖, ―style‖ and ―look‖ of the company is established to
be used by the graphics department, when developing custom art and illustration
for the project.

Discussion, debate and analysis of your existing or new distributor compensation
plan.

Choose the Initial Consultation option in order to establish a ―comfort level‖ with us
before moving on to a more elaborate package. We would like you to meet and
establish a personal relationship with the team of professionals that are going to
make your ideas a reality.

The ―Initial Consultation‖ includes a full day of face-to-face review and discussion of
your project.

Estimated time commitment: 1 to 3 days.




                       MultiSoft Corporation corporate consulting services | «company»   6
The Basic Package

“The Basic Package” was designed for the company that has a fundamental idea
for a marketing plan and needs assistance with analysis or completion, plus a
minimum amount of start-up literature while working on a limited budget or a short
deadline.

The Basic Package includes the formulation of a Distributor Compensation Plan
customized to fit your budget, appropriate product or service. You will be provided
with a presentation outline, illustrated using the Microsoft PowerPoint format for
easy visualization. The custom plan will contain suggested titles, qualifications,
benefits and bonus payout structure.

The typeset, camera ready literature package will include a Distributor Application,
Product Order Form, Retail Sales Slip, a tri-fold Marketing Plan brochure including
royalty free art images, assistance with the creation of a company logo, corporate
letterhead, envelope and business card. You’ll receive a copy of our highly
confidential Gantt chart, our secret road map that will provide you with options and
idea prompters that you may optionally use in the roll-out of your business venture.

The Basic Package also includes one day of on-site consultation and one month
access to telephone consulting time at no additional charge; with both MultiSoft
Corporation and direct access to Peter Spary.

Basic Package includes:

•   Compensation plan formulation
•   PowerPoint presentation on your new compensation plan
•   Distributor Application
•   Product Order Form
•   Retail Sales Slip
•   Tri-fold Marketing Plan brochure
•   Assistance with the company logo
•   Corporate letterhead, envelope and business card
•   One day of on-site consultation and additional telephone consulting

Estimated time commitment: 1 to 3 weeks.




                        MultiSoft Corporation corporate consulting services | «company»   7
The Complete Start-up Package

“The Complete Start-up Package” is an option designed for the company that
has an idea, a product or service, but has not yet determined how they want to
structure their distributor compensation plan, company literature, marketing tools
or what type of image they want to project. This package is designed for those who
see the benefit of having their image and marketing plan sculpted by top industry
professionals.

The Complete Start-Up Package includes an in-depth company review with
recommendations and consultation on all aspects of the company — from
operations to field promotion, Prelaunch, Charter programs, Fast-Start and
Distributor Training Programs. The Complete Start-up Package includes the
formulation of a ―Distributor Compensation Plan‖ customized to fit your budget,
appropriate product or service pricing. The Compensation Plan will include
suggested titles, ranks, qualifications, benefits, pools and bonus percentages.

In addition to the checklist of literature and marketing materials provided, we
illustrate your Compensation Plan, products and services using Microsoft PowerPoint
for easy visualization and replication by your Distributors.

The slide presentation will be the basis for your future projects such as videos, web
presentations, etc. The immediate benefit will be your ability to provide a company
approved presentation to your Distributors, thereby allowing them to start a
duplication process through a standard, company approved model.

From operations to field promotion, pre-launch, fast start and distributor training
programs, the ―Complete Package‖ is what you need!

Complete Package includes:
A «company» camera ready Distributor Manual containing the information your
Distributors will need to get started (up to 75 pages), consultation, design and
documentation etc:

Compensation Plans
     • Full Compensation Plan creation
     • Or, existing Compensation Plan evaluation

Corporate Website/Portal
      • We build from scratch, or from your provided html website. This includes
      the consulting, licensed artwork used in the website, edit, illustration and



                       MultiSoft Corporation corporate consulting services | «company»   8
      page creation of your provided content. Full .NET cutup and deployment
      ($5,000 value).

Business Forms
      • Distributor Application
      • Product Order Form
      • Literature Order Form
      • Retail Sales Slip
      • AutoShip Form
      • Company Transfer Form
      • Stationery Order Form
      • Letter from the President
      • Mission Statement & Vision Plan
      • Company History
      • Getting Started Section
      • Product Description Section, 2-3 pages
      • Compensation Plan Section, formal write up
      • Compensation Plan Section, simplified illustration
      • How to Build a Downline
      • Terms & Conditions
      • Policies & Procedures
      • Glossary of Terms
      • Rules & Regulations
      • Motivational Forms
      • Envelope
      • Letterhead
      • Business Card
      • Recruiting Post Card

Presentation Tools
     • Up to 25 Presentation Slides on the Compensation Plan
           * Complete with narration and timing to presentation
           * Conversion to Flash presentation for web site
     • Up to 15 Presentation Slides of Company Products
           * Complete with narration and timing to presentation
           * Conversion to Flash presentation for web site
      • Image Projection Advice

Brochures
      • One, four color, tri-fold Product Brochure
      • One, four color, tri-fold Compensation Plan Brochure

Custom   Art & Design
     •   Assistance with Corporate Logo design
     •   Graphics for up to 4 products
     •   General illustration throughout
     •   Royalty Free Art & Graphics




                      MultiSoft Corporation corporate consulting services | «company»   9
Promotional Materials
     • National Expansion Program
            Area Coordinator Letter
            Area Coordinator Contract
     • Sample Recruiting Adverts
     • Media Packet
     • 4 Camera Ready Adverts for Distributors
     • 2 days of In-House Software Training
     • 1 day of Company Roll-Out Training
     • Corporate Web Site


Estimated time commitment: 8 to 12 weeks (* if everything shown above).




                     MultiSoft Corporation corporate consulting services | «company»   10
Retainer Program

“The Retainer Program” is a great and cost effective option available to you.
Because you aspire to become a top MLM company, Peter offers you the option to
have him on retainer as well.

Running your own company is demanding. Balancing workload, delegating
assignments, following through on completion, arranging engagements,
entertaining distributors and the like, places your time at a premium. When you
need answers, you need them today – not tomorrow or the day after. Momentum
is magic in MLM; don’t compromise it by letting it slip through your fingers.

The Corporate Consulting ―Retainer Program‖ is a great way to ensure that you are
able to obtain information when you need it. This program includes one day of
consultation at Peter’s office in Bangkok Thailand, and unlimited telephone support
during normal business hours to both MultiSoft and Peter Spary personally.

Within the allotted time frame, clients may avail themselves of such services as:
The review and writing of materials, corporate and distributor training, liaison with
suppliers, compensation plan advisement and other constructive advice or hands on
production that will assist you in building a strong and successful company.

This program is a great way for the entrepreneurial at heart to maintain the control
of doing it themselves, while keeping experienced help no more than a phone call
away.



Recommended time commitment: first 6 months after launch.




                      MultiSoft Corporation corporate consulting services | «company»   11
                            ITINERARY (SUGGESTIONS)


Week #1, Week #2, Week #3,
  1. Discussion of products, services and company goals.
  2. On-site to meet management and get to know the company, its officers and
     create a formal corporate vision statement.
  3. Design of compensation plan around the products, services and vision.
  4. Review, adjust, approve and finalize project outline and compensation plan.
  5. Deliver completed compensation plan specifications and technical write-up
     for client acceptance.
  6. Select template off which to base custom corporate web site.
  7. Begin creation of business forms.
  8. Contract with software vendor.
  9. Review future marketing strategies.
  10.Solidify marketing strategies.
  11.Begin procurement of merchant accounts & SSL.
  12.Commence building of corporate web site.
  13.Finalize business forms.
  14.Create two Power Point presentations, one describing the compensation plan
     and another products and services.

Week #4, Week #5, Week #6,
  1. Deploy foundation web site, containing content provided by client.
  2. Fully integrate business forms to web site.
  3. Establish marketing milestones.
  4. Initial software review; bring all vendors together and verify integration;
     report any problems.
  5. Begin mindset transition from ―building to ―selling‖.
  6. Identify and begin training of National Marketing Director.
  7. Check merchant accounts; provide to software developer and train on use of
     their interfaces.
  8. Full Corporate Web Site deployed.
  9. Create a business presentation that explains the company, its products,
     services and opportunity for both internal and field training.
  10.Wrap up ―building‖. Review and polish all elements with an eye towards ―How
     will this help us sell‖.
  11.Complete review of software final to ensure accuracy of system and verify all
     items from the Week 4 review have been addressed.
  12.Finalize National Marketing Director training.
  13.The plan is now in place; primary focus now moves on to ―selling‖ and
     marketing.




                      MultiSoft Corporation corporate consulting services | «company»   12
Week #7, Week #8, Week #9,
  1. Focus shifts from company building to meeting the marketing milestones.
  2. Work with National Marketing Director to help him or her establish support
     network, design an ―Area Coordinator‖ program.
  3. Finalize all ―marketing copy‖ – call scripts, newspaper ads, magazine ads,
     seminar plans, etc.
  4. Actively work with the National Marketing Director to implement the Area
     Coordinator program.
  5. Have the initial marketing and sales leaders of the company identified and
     coordinated in their actions.
  6. Ensure that the marketing goals and strategies are clearly understood by the
     entire leadership team.
  7. Transition Company into Pre-Launch.
  8. Software is made available to the leadership group only; leadership group
     trained on its use.
  9. Individual attention and recruiting assistance provided to each member of
     the leadership team as they begin distributor and customer cultivation
     efforts.

Week #10, Week #11, Week #12.
  1. Daily training call established for each member of the leadership group.
     Different topic for each leader, each day.
  2. Assemble corporate officers. Review Corporate Policies and Expectations.
     Officers provide feedback on any weaknesses they perceive heading into full
     launch.
  3. Tighten the internals, excite the externals.
  4. Momentum is magic in MLM; don’t compromise it by letting it slip through
     your fingers. Continue daily training calls established in week 10; emphasis
     on selling during calls.
  5. Address each and every corporate officer concern. Ensure tight operations
     heading into full public launch.
  6. Final review of the company from perspective of new distributor; training
     drills to ensure reparations for launch are complete.
  7. Full launch - the company is opened to the public.
  8. Continued participation on training and sales calls.
  9. Appearance at your grand opening event.
  10.Report to client on evaluation of company’s strengths and weaknesses at the
     conclusion of first week of full launch.




                      MultiSoft Corporation corporate consulting services | «company»   13
                  ADDITIONAL OPTIONAL IDEAS FOR:

                     CUSTOM CONSULTING PACKAGE


PLANNING MEETING:
     • Meet onsite with owners
     • Discuss products
     • Discuss compensation plan
     • Discuss corporate funding
     • Decide on corporate image / culture
     • Discuss corporate web site design
     • List goals and milestones
     • Purchase ―.COM‖ domain name

COMPANY SETUP:
    • Name the company
    • Angel investors (if any)
    • Form corporation
    • File forms, permits & tax ID
    • Elect Board of Directors
    • Issue shares
    • Minutes of first meeting
    • File Articles & Bylaws
    • Open bank account
    • Licenses & tax registration
    • Apply for credit card merchant accounts
    • Apply for ACH account
    • Purchase SSL
    • Lease office space
    • Install telephone system
    • Order signs and banners
    • Furnish office
    • Utilities, Electricity, phone & water
    • Office supplies purchased
    • High Speed Internet connected
    • Dry erase boards
    • Computers purchased & networked
    • Install Software
    • MS Office
    • MS Outlook
    • Contact Management System (ACT)
    • QuickBooks Pro G/L with payroll
    • Order Quick Books laser checks
    • Laser printers installed
    • FAX machines installed
    • Slide projector in conference room
    • TV & VCR in conference room


                     MultiSoft Corporation corporate consulting services | «company»   14
      • Create 16 week budget
      • Purchase liability insurance
      • Design an employee incentive program

HIRE EMPLOYEES:
      • President / Managing Director
      • NMD National Marketing Director
      • Receptionist / Gopher
      • Bookkeeper / Office manager
      • Web designer
      • Graphic Illustrator
      • 2 Telemarketers for leads & Area Coordinators
      • Writer / Publicist
      • CSR Manager
      • CSR Representatives
      • Shipping clerk
      • Interview potential leaders
      • Area Coordinator Manager

DESIGN:
     • Photographs of Owners & Directors
     • Photographs of lead distributors
     • Design company logo
     • Create letterhead
     • Create business cards
     • Create Stationery
     • Create shipping labels
     • Create signs & banners

DISTRIBUTOR COMPENSATION PLAN:
     • Design compensation plan
     • Owner signs off on compensation plan
     • Attorney review & edit compensation plan
     • Formal comp plan docs created
     • Create Simplified comp plan illustration documents

PRODUCTS & SERVICES:
     • Product acquisition
     • Product pricing for commission purposes
     • Product packaging
     • Product labeling
     • Product brochure
     • Start shipping products

BUSINESS FORMS:
     • Business Forms
     • Letter from the President
     • Mission Statement



                      MultiSoft Corporation corporate consulting services | «company»   15
      •   Vision Statement
      •   Vision Plan
      •   Company History & Founders Credentials
      •   Getting Started section
      •   Policies & Procedures
      •   Rules & Regulations, Terms & Conditions
      •   Motivational Forms
      •   Distributor Handbook
      •   Glossary of Terms
      •   How to build a business in MLM
      •   NCR 3-part Distributor Application
      •   NCR 3-part Product Order form
      •   NCR 3-part Literature Order form
      •   NCR 2-part Retail Sales Slip
      •   AutoShip Order Form
      •   Stationary Order Form
      •   Service Center Contract
      •   Area Coordinator letter
      •   Area Coordinator Contract
      •   Tax Exemption Form
      •   AutoShip Authorization
      •   Stationary order form

PRELAUNCH & FOUNDER INCENTIVES:
     • Decide on a Founder Program
     • Design outline of Founder Program
     • Build Founder Program
     • Create online Pre-launch Founder Packet
     • Create paper Pre-launch Founder Packet

CUSTOM PROGRAMMING:
     • Program Founder signup tree
     • Program credit card gateway
     • Program API’s ODBC
     • Interface API’s ODBC to 3rd party vendors
     • Investors & owners Tree placement
     • Program Int’l. Compensation Plan software
     • Client testing for accuracy
     • Pre launch Tree live with Credit Card
     • Program for web site replication
     • Replicated Back Office LIVE (pass worded)
     • Prelaunch (fast start 30 day) incentive

CORPORATE WEB SITE:
     • Build web site comp for approval
     • Preliminary web site for bankers (merchant account approval)
     • Company / About Us
     • Welcome letter



                       MultiSoft Corporation corporate consulting services | «company»   16
      •   Management & Founders
      •   Mission Statement
      •   Vision Statement
      •   Vision Plan
      •   Policies and Procedures
      •   Terms & Conditions
      •   Privacy Policy
      •   Spam Policy
      •   Products & Services
      •   Full Product description
      •   Buy now
      •   History of our products
      •   How to use the products
      •   How to sell the products
      •   Opportunity / Income
      •   What is networking?
      •   Compensation Plan illustration
      •   Detailed version
      •   Simplified version
      •   Printable version
      •   Join now button
      •   Buy Now Button
      •   A link to the shopping cart
      •   Recent News
      •   Upcoming Events
      •   FAQ (Frequently asked questions)
      •   Contact Us / Support
      •   Corporate Offices w/illustrations
      •   Contact this distributor
      •   Request a call back
      •   Login to back Office
      •   Master web site ready for use

RECRUITING PRESENTATIONS:
     • PowerPoint of the Compensation Plan and Voice over’s
     • PowerPoint of the Products and Services and Voice over’s
     • Custom ―Legtricity‖ Fear of Loss

HARD DISTRIBUTOR KIT:
     • Decide and assign a Kit budget
     • Letter from the President
     • Photography
     • Mission Statement
     • Company History
     • ―Getting Started‖ Section
     • Product Section
     • Marketing Section
     • How to Build a Downline



                        MultiSoft Corporation corporate consulting services | «company»   17
      •   Policies & Procedures
      •   Glossary of Terms
      •   How to Build a Business
      •   Rules and Regulations
      •   Policies and Procedures
      •   10 steps to realizing your dreams
      •   Motivational Forms
      •   3 fold color marketing plan brochure
      •   3 fold color product brochure
      •   PowerPoint Paper Flip Chart
      •   3 NCR Distributor Applications
      •   3 NCR Product Order Forms
      •   3 NCR Literature Order Forms
      •   3 NCR Retail Sales Slips
      •   2 NCR Business Card order form
      •   Audio/visual CD of product
      •   Audio/visual of compensation plan
      •   Product samples or demo’s
      •   One four color tri-fold Comp. Plan Brochure
      •   Materials presented for legal approval
      •   Final edits after Legal review & comments
      •   Owner sign off on all print materials

MARKETING TOOLS & STRATEGIES:
     • 800 systems (if available)
     • ―Legtricity‖ Fear of Loss

MEDIA PACKET:
     • Camera Ready approved Adverts
     • Press releases
     • Hand outs
     • Recorded 800 messages services
     • Auto responder system
     • Script for telemarketers
     • Promote yourself
     • Business Card (use the order form)
     • Press Release Sample(s)
     • Full page display advert (Camera ready)
     • ½ page display advert (Camera ready)
     • 1/8 page display advert (Camera ready)
     • ¼ Page display advert (Camera ready)
     • 5-6 Classified adverts - 3-4 liners
     • Generic Newsletter
     • Direct mail piece
     • Envelope
     • Return envelope
     • Flyer
     • Cover letter from the president



                        MultiSoft Corporation corporate consulting services | «company»   18
      •   ACT NOW, call to action letter
      •   Create a generic news letter for the kit
      •   Create 4 template newsletters in advance
      •   Materials sent to printer
      •   Opportunity/Product postcard
      •   Postcard response script

CORPORATE TRAINING:
     • 2 employees to vendor for 2 days training
     • Web Conference (employees)
     • Conference calls (employees)
     • Create MLM Institute courses (employees)
     • Contacted.com training

MOTIVATION:
     • Conference Calls
     • Webinars
     • Create 3 generic scripts for calls

PLANNED EVENTS:
     • Pre launch daily invites
     • Pre launch weekly gatherings
     • Pre launch final dinner
     • Red Carpet Day, Bi-Weekly tour
     • Gala day at hotel (party)

WAREHOUSE:
    • Start shipping Distributor Kits
    • Start shipping products

FIELD MANAGEMENT:
      • Area Coordinator letter
      • Area Coordinator contract
      • Area Coordinator invitations

INCENTIVE PROGRAMS:
     • Vacation Incentive
     • Car Lease Incentive
     • 30 day Fast Start Incentive

SUPPLY    CENTER PROGRAM:
     •    Supply center contract
     •    Attorney review and approval
     •    Materials sent to printer




                       MultiSoft Corporation corporate consulting services | «company»   19
TAKE LIVE:
      • Accepting Pre-launch applications
      • Owners remove pre-launch password
      • Activate web services
      • Activate Pre launch Back-Office
      • Activate full service back-Office

INTERNATIONAL EXPANSION:
     • Expansion into Asia
     • Managed executive offices




                     MultiSoft Corporation corporate consulting services | «company»   20
                   Legal Guidance & Professional Referrals

Our team will provide you with a complete understanding of the multilevel business
cycle – not just an isolated segment or one dimensional view of it. The holistic
approach to analysis, planning and problem solving provided by the consulting
team will provide you with the results needed to build your success story.

Although we are not lawyers and therefore not qualified to provide legal
representation, with over two decades in business serving the industry, we are
somewhat familiar with legal requirements and nuances. Additionally, we have
worked with many of the lawyers in the industry and are happy to make a referral
on your behalf.

Allow us to formulate «company»’s legal materials and then when completed take
them for final approval to the attorney – thereby saving you money. The most cost
effective way to get your enterprise up and running is to use our existing, attorney
approved materials as a foundation with final review by a competent legal
professional, as opposed to a complete build up, coming from a lawyer.

Call on Peter Spary to get you started on the road to building a legally compliant
network marketing company!

                       ―Those who fail to plan, plan to fail".
                       PLAN FOR SUCCESS BY WORKING
                       WITH SEASONED PROFESSIONALS




                  Visit Peter's web site www.MLMCorporate.com
            Don’t you deserve the best consultant in the industry?




                       MultiSoft Corporation corporate consulting services | «company»   21
                  Suggestions for the «company» Growth Strategy

1)   Clarify your Mission and Vision.

2)   Consult, construct and technically document a unique compensation plan.

3)   Create a Gantt Chart of deliverables and timelines.

4)   Create a Corporate Identity Package.

5)   Build a Task List and Milestones focusing on dramatic growth.

6)   Create a professional Flash Marketing Presentation for «company», its products and
     services and the distributor compensation plan that will become the device by which
     the company will utilize to duplicate the company message.

7)   Build, from scratch all literature, marketing messages, recorded response message
     and a web based presentation.

8)   Research trends to create credible reference points for marketing materials and
     message.

9)   Create a simple yet powerful audio sales presentation to be available by recorded
     telephone message for prospects to use.

10) Create an audio (wav) presentation for the website.

11) Create a web-based Flash presentation of the compensation plan that can be accessed
    by distributors.

12) Create a web-based Flash presentation of the products and services that can be
    accessed by distributors.

13) Develop a PowerPoint presentation to be used by distributors for one-on-one meetings
    as well as open opportunity meetings.

14) Develop simple yet compelling Marketing Materials in the form of brochures and
    literature that incorporate the (Network Marketing) message to be used by Distributors
    as they ―spread the word‖ about the company and its product line.

15) Develop powerful follow-up presentations and tools.

16) Set up a schedule of weekly recruiting conference calls.

17) Set up a ―Business Builders‖ Training Course in www.trainerware.com (or a private
    label version) that is designed to create a base of information that will empower any



                         MultiSoft Corporation corporate consulting services | «company»   22
     new distributor in the first thirty days with the ability to grow a successful business
     enterprise.

18) Set up an incentive/recognition program that fuels growth over the first year of the
    company;

19) Develop (Integrate) a Leadership Training System for those persons coming on board
    that creates the foundation for spectacular growth – ―Area Coordinator‖.

20) Create business forms and literature for final review by legal professionals.

21) Provide a royalty free, custom book of Peter Spary’s ―Distributor Training Manual‖, that
    the company can print and sell, or give as part of the distributor Kit, as a training tool.

22) Provide a royalty free, copy of Peter Spary’s Distributor Training DVD ―The Black belt
    Academy‖ that the company can print and sell, or give as part of the distributor Kit, as
    a training tool.

23) Set up system of open opportunity meetings in various locations as the network begins
    to grow/training leaders how to conduct highly successful public meetings.

24) Set up the company’s monthly newsletter template as a means of solidifying the
    community within your business.

25) Coordinate and develop a template system for your National Conventions.




                         MultiSoft Corporation corporate consulting services | «company»   23
                  Key Business Imperatives
                       & Check Sheet

The scope of work to be performed by Consultant is solely as instructed by Client,
and in the order of priority to the Client. The following list of ―Key Business
Imperatives‖ is meant only as an idea generator to assist client in its priority
decision process. Some items can be produced quickly; other may take more time.

The check marks below indicate the areas that Consultant believes Client should
address first. Consultant will follow Clients immediate requirements in order of
priority.


   Description
    Business Organization Orientation
    Values Statement
    Mission Statement
    Vision Statement
    Positioning Statement
    Incorporation
    Strategic Business Plan
    Detailed Marketing Plan
    Prepare Investment Memo/Business Plan
    Corp. Res./Art. Of Inc./List of Officers/EIN
    Core Competency Analysis
    Key Measures (Performance Indicators)
    Setup Bank Accounts
    Accounts in Place and Operating
    Issue Shares


Budget Development:

    Budget Preparation
    Manage Budget Administration

Corporate Administration and Operations:

    Staff Hiring and Training
    Office Administration
    Leadership Development
    Integration of Human Systems with Business
    Systems




                       MultiSoft Corporation corporate consulting services | «company»   24
Corporate Accounting:

   Contract / In House
   Install G/L Software
   Interface to MLM

Corporate Office Facilities:

   Receive Proposals
   Review Proposals, Lease Agreement Review,
   Execute
   Furnishings
   Office Equipment
   Computers
   Telephone System/FAX
   Occupy New Office Facilities

Legal:

   Select & communicate with Legal Counsel
   Corporate Structure
   State Registrations
   Employee Contracts/Non-Disclosure
   Materials Review and edits
   Inter-Company Contracts
   Licensing Agreements

                                Software Systems

IT Database MLM System Development:

   Initial Meeting
   Compensation Plan Design & Technical Write-
   up
   ACH/Electronic Funds Transfer consulting
   Corporate and Distributor Reports consulting


Product Order Administration:

   Fax In/Sales/Data Entry
   Internet Sales Orders/Data Entry

Web Gateway / ISA Interface:

   Internet Gateway Interface and Consulting
   SSL – Secure Socket Layer integration


                     MultiSoft Corporation corporate consulting services | «company»   25
   Interface to Outsource Web & MLM

Distributor Call Center - (Business Support):

   Retail Web Site Design & Build
   Opportunity Web Site Design & Build
   Distributor Back Office Consulting
   Customer Service Training

                              SALES & MARKETING

Field/Internal Communications Development:

   Scripts and Instructions
   Documentation Access
   Operational Message
   Daily Voice Message

Marketing Avenues Development:

   Logo, Materials, Promo
   Completion of Communications Design
   Obtain Corporate Style Guide for Corp Logo
   Obtain Corporate Style Guide for Product Logo
   Apply for Trademark for Product and Logos
   MLM Website/Creative Development
   Order Inventories
   Inventories in Place

ISA Sales Kit:

   Develop Contents List and Costs
   Writing and Production
   Completion of Materials Development
   Order Inventories
   Suggest additional services

Draft Remaining Documentation:

   Compensation Plan for inclusion on web site
   Distributor Agreement/Application Design
   Distributor Manual
   Distributor Support Training Material
   ISA Registration Process
   Product Order Form
   Literature Order Form
   Retail Sales Slip


                     MultiSoft Corporation corporate consulting services | «company»   26
   AutoSHIP Form
   Company Transfer Form
   Stationery Order Form
   Change of Address Form
   Product Materials
   Field Leader Program and Pre-Launch Plans
   Marketing Launch Plans
   Photography
   Letter from the President
   Company History
   ―Getting Started‖ Section
   How To Build A Downline
   Glossary of Terms
   Motivational Forms
   Corporate Letterhead
   Corporate Envelopes
   Corporate Business Cards

PowerPoint Presentations:

   Compensation Plan Presentation
   ―The Black Belt Training Academy‖

Marketing Launch:

   Call Center in Place
   Product in Place
   Fulfillment Facility in Place
   Materials/Kits in Place
   ISA Support in Place
   Distributor Communications Program in Place
   Field Leader Program Installation
   First Commissioning
   Pre-Launch Consulting

Product(s) Development:

   Market and Competition Studies
   Final Report
   Confidentiality and Non-Disclosure Agreements
   Determine Formulation
   Product Brochures

Manufacturing:

   Contact Vendors for Proposals



                    MultiSoft Corporation corporate consulting services | «company»   27
     Contract with Vendor
     Set Up Management Processes
     In Place/First Materials Delivered

Warehousing and Fulfillment:

     Contact Vendors for Proposals
     Contract with Vendor
     Set up Management Processes
     In Place/First Materials Inventoried

National Expansion:

     Area Coordinator Letter
     Area Coordinator Contract
     National Expansion Program


International Expansion:

     Area Coordinator Letter
     Area Coordinator Contract
     National Expansion Program
     Legal review and sign off

Media Packet:

     Sample Recruiting Adverts
     Camera Ready Adverts for Distributors

* Programming of any software is not included in this agreement.




                           MultiSoft Corporation corporate consulting services | «company»   28
                               Expanded Definitions

Corporate Set Up:

Business Organization Orientation – the period of time during which Client
relays specific objectives and needs to Consultant; Client communicates any unique
professional skills and business practices necessary to perform the services required
by this Agreement.

Values Statement – Consultant works with Client to establish the company’s core
values.

Mission Statement – Consultant works with Client to establish a corporate mission
statement; the mission statement is predicated off the core values and
representative of how Client will serve its constituents/customers.

Vision Statement – Consultant works with Client to establish a vision statement;
the vision statement is the company’s future destination (goals to accomplish).

Positioning Statement – Consultant works with Client to establish a positioning
statement; the positioning statement represents how the company will position
itself for success in the marketplace.

Question: What do 9 out of every 10 Fortune 500 companies have in common?
Answer: they have Mission, Vision and Positioning statements that govern their
underlying principles and direction.

Incorporation – Client provides preliminary information to Consultant in order for
Consultant to determine the type of company Client should be registered as.
Consultant executes steps necessary to incorporate Client in appropriate state;
Consultant will gather the necessary paperwork, while Client may be required to fill
out paperwork for filing.

Strategic Business Plan – less formal but more pointed than a business plan
presented to investors, the strategic plan is developed by Consultant with Client’s
input and aimed at the specific tasks that the Client will execute to meet a
determined goal.

Detailed Marketing Plan – formulated by Consultant with Client input, the
marketing plan includes specific strategies for selling product/service to target
markets as well as strategies for developing and penetrating new markets.




                      MultiSoft Corporation corporate consulting services | «company»   29
Prepare Investment Memo/Business Plan – Consultant creates a business plan
on Client’s behalf. The business plan will require multiple interviews of Client for
information gathering purposes including interaction with Consultant’s legal and
accounting resources.

Corporate Resolutions/Articles of Incorporation/List of Officers/EIN –
continuation of incorporation process, Consultant assists Client completion of
incorporation and obtainment of an EIN (company tax identification number).

Core Competency Analysis – Consultant’s evaluation of Client’s strengths and
weaknesses; designed to recognize the items that Client does well and identify
those that could use bolstering.

Key Measures – collaborative effort between Client and Consultant, this is a listing
of the milestones and achievement dates that Client wishes to reach. Strategic
plans typically work in conjunction with a key measures analysis.

Set Up Bank Accounts – Consultant will setup merchant accounts that allow
Client to conduct financial transactions. Setup of these accounts will require
disclosure of financial information to Consultant. Should Client not wish to disclose
this information to Consultant, Consultant may arrange for direct contact between
Client and account issuer(s).

Accounts in Place and Operating – Consultant will work with Client’s vendors to
ensure those vendors have represented the Client in a fashion that will facilitate
bank regulatory bodies permitting use of acquired merchant accounts. Credit
Approval and Risk Management approval are two different components of merchant
account usage that must be taken into consideration.

Issue Shares – should Client decide to offer for sale a portion of the company in
the form of public shares for capitalization purposes, Consultant will provide
information and approved letters on how to legally do so?

Capitalize – Consultant reviews capitalization methods with Client. Capitalization
plan provided to Client by Consultant upon determination of appropriate method.

Budget Development:

Budget Preparation – Consultant’s analysis of the Client’s cost of doing business.
The budget preparation process enables the Client to ensure that the adequate
amount of funds is available for operation of the business.




                      MultiSoft Corporation corporate consulting services | «company»   30
Manage Budget Administration – an itemization of expenditures and
receivables; ensures that the Client’s basic budget is fiscally sound. The total
receivables must be greater than or equal to the total anticipated expenditures each
month.

Corporate Administration and Operations:

Staff Hiring and Training – Consultant provides Client input with respect to the
number of staff that should be hired, as well as guidelines for how to hire
individuals that will adequately fill available positions; Actual hiring performed by
Client.

Office Administration – Consultant provides Client with operational organizational
models and recommendations on administrative positions that will need to be filled.
Consultant will assist Client with hiring of these key positions.

Leadership Development – through observation and direct communication with
Client, Consultant helps to evaluate company leadership and how it can be
cultivated. For those particularly interested in the critically important development
of leadership within the company, Consultant can provide and administer leadership
training courses and curriculum.

Integration of Human Systems with Business Systems – Consultant performs
more intensive evaluation of human resources vs. business requirements. An
emphasis is placed on which personnel should be responsible for the execution and
completion of tasks required to make the company operate. This analysis can also
be tuned to how human resources interface with technical resources (e.g.
software).

Corporate Accounting:

Contract/In House – Consultant reviews with Client the benefits and liabilities
associated with outsourcing accounting services vs. operating them in house.
Should Client choose to outsource accounting, Consultant will shop the service with
a minimum of three vendors. The best available service options will be presented
to Client by Consultant.

Install G/L Software – in the event that Client chooses to operate accounting
(a.k.a. G/L or General Ledger) functions in house, Consultant will ensure that the
appropriate number of accounting software licenses are available and will assist
Client in setup of the chosen accounting software within the Client’s network.




                      MultiSoft Corporation corporate consulting services | «company»   31
Interface to MLM – Consultant will pre-qualify potential in house or outsourced
accounting solutions to make sure they are compatible with Client’s MLM
management software. Consultant will determine if there are any additional costs
from either the accounting or MLM software vendors associated with interfacing the
packages when to recommending an accounting solution to Client.

Corporate Office Facilities:

Receive Proposals – based off Client’s stated desires and office space needs,
Consultant will gather three quotes on three potential office locations for Client
operations. These quotes will include information on office location, accessibility (to
nearest major thoroughfare and airport), floor space, rental terms and restrictions.

Review Proposals, Lease Agreement Review, and Execute – Consultant will
provide to Client ―best value‖ recommendations on available office space. Upon
selection of the desired space, Consultant will have its legal associates review the
lease agreement and submit signed lease to leasing agent on Client’s behalf.

Furnishings – Consultant will itemize for Client the furnishings required to open
the office.  If desired by Client, Consultant may assist with selection and
purchase/rent of furnishings.

Office Equipment – basic office equipment (e.g. stapler, postage meter) will be
itemized for Client. If desired by Client, Consultant may assist with selection and
purchase of office equipment.

Computers – Consultant will recommend to Client the total number of computers
as well as the minimum processing requirements for each; based off Client’s
desired level of ―firepower‖, Consultant will gather three quotes on all computers
required to meet Client’s computing needs.

Telephone System/FAX – Consultant will recommend the total number of phone
and facsimile lines needed for Client’s current operation and project growth.
Consultant may follow through with setup of these lines at Client’s request.

Occupy New Office Facilities – Consultant will arrange for the hiring of moving
services to setup the office(s) in Client’s desired layout.

Legal:

Determine Legal Counsel – Consultant will review Client’s business model and
make a recommendation as to an attorney that should be retained for the purpose



                       MultiSoft Corporation corporate consulting services | «company»   32
of reviewing the public face of the company with respect to legal compliance after
the initial materials have been produced.

Corporate Structure – Consultant will use its legal resources to ensure that
Client’s corporate structure (registration, tax setup, etc.) meets legal requirements.

State Registrations – Consultant will review Client’s company with its legal
resources to ensure that any necessary state registrations are performed prior to
Client opening for operation within a particular state(s).

Employee Contracts/Non-Disclosure – Consultant will use its legal resources to
ensure that Client’s employee contracts and NDAs protect Client and company in a
legally sound manner.

Materials Review – Consultant will use its legal resources to ensure that all
materials used to publicly represent the Client are legally compliant and do make
claims that may jeopardize the Client from a regulatory compliance standpoint.

Inter-Company Contracts – Consultant will use its legal resources to ensure
Client’s inter-company (company to company) contracts protect Client and
company in a legally sound manner and do not place Client in a disadvantageous
position with party they are entering into contract with.

Licensing Agreements – Consultant will use its legal resources to ensure Client’s
licensing agreements for use of its product(s)/service(s) protect Client and
company in a legally sound manner. Consultant may also use its legal resources to
review any licensing agreements from Client vendors to ensure that such
agreements do not place Client in a disadvantageous position with party they are
entering into contract with.

IT Database MLM System Development:

Initial Meeting – Consultant is an expert in the MLM software arena. If Client
chooses to use Consultant’s software, initial meeting and specification build will
occur at Consultant’s office, giving Client full access to Consultant’s team. If Client
chooses to use another vendor’s software, Consultant will work with Client on
system build specifications to ensure software operates effectively. Consultant can
also assist in vendor interview process at Client’s discretion.

Receive Proposal/Execute Contract – Consultant will assist Client with the
review of software proposals, provide a recommendation and follow through to
contract completion.



                       MultiSoft Corporation corporate consulting services | «company»   33
Commence Contract Work – if Client chooses Consultant’s software systems,
Consultant will provide Client with deliverable milestones and completion dates. If
Client chooses an alternate vendor, Consultant will work with vendor to ensure that
deliverable milestones and completion dates are compatible with Client’s business
launch/roll out dates.

Compensation Plan Development – Consultant is an expert in the field of
compensation plan development. Consultant will take into consideration Client’s
target markets, growth goals, products and product margins to build a
compensation plan that will lend itself towards Client’s success.

Completion, Installation, Testing – Consultant will monitor vendor on Client’s
behalf to target on time completion, installation and final testing of Client’s
software. Consultant will monitor this with own in house facilities if Consultant is
the provider of software.

In Place and Operating – on its delivery, Consultant will perform a review of
Client’s software to ensure that the software is operational within the Client’s
environment.

Warehouse Interface – Consultant will work with vendor to ensure that software
is appropriately interfaced to Client’s fulfillment arm. Consultant will monitor this
with own in house facilities if Consultant is the provider of software.

ACH/Electronic Funds Transfer – Consultant will work to establish accounts that
enable Client to electronically wire commission payments to distributors.

Reports – Consultant will work with vendor to ensure that the basic reporting
needed to make informed decisions about data in the software is available.
Consultant will also work to ensure that avenues are available for Client to be able
to build custom reports on its own.

Training – Consultant will work with vendor to ensure that training, either in house
or at Client facility is available for those parties that will be using the software.

Product Order Administration:

Fax In/Sales/Data Entry – Consultant will work with vendor to ensure that non-
electronically/website collected sales can be entered into the software. Consultant
will further work with vendor to ensure that enough data access/data entry points
to the software are available to serve Client’s needs; particular consideration will be
given to costly multi-user ―license upgrades‖.



                       MultiSoft Corporation corporate consulting services | «company»   34
Internet Sales Orders/Data Entry – Consultant will work with vendor to ensure
that Client can collect payment for online product sales. Two focal points will be
pursued: 1. payment collection for anonymous visitor purchases, and, 2. payment
collection from an administrative override level.

Web Gateway/ISA Interface:

Internet Gateway – Consultant will ensure that vendor’s software is integrated
with a ―payment gateway‖ – third party Internet based applications that interface
with banks for the purpose of online payment verification (credit risk approval) and
collection. At Client’s request, Consultant may leverage its banking contacts to
assist with the establishment of merchant accounts and payment gateway
accounts.

SSL – Secure Socket Layer – ―SSL‖ refers to the encryption/data protection
methods employed on a website. These are required in order to meet regulatory
risk standards. Consultant will ensure that vendor has applied SSL security to
Client site.

Interface to Outsource Web & MLM – Consultant will ensure that vendor’s
software interfaces with automated payment collection points. Special attention
will be paid to the number of interface points as well as the type of interface points
available.

Distributor Call Center – (Business Support):

Retail Website – Consultant will assist in the design, development and launch of a
retail (retail customer oriented) website that is both legally and bank compliant.

Opportunity Website – Consultant will assist in the design, development and
launch of an opportunity (distributor/compensation oriented) website that is both
legally and bank compliant.

Distributor Back Office – Consultant will assist software vendor in the
development of a ―Distributor Back Office‖, often referred to as a Virtual Office.
The Back Office provides distributors with the opportunity to view and manage
information related to their business; this typically serves as a customer service
relief tool as distributors can conduct business functions on line as opposed to
having to conduct them through a call to your customer service department.

Customer Service – Consultant will assist in the arrangement, hiring and setup of
Client’s customer service division.  Setup and training of customer service



                       MultiSoft Corporation corporate consulting services | «company»   35
representatives is critical to the health of the company as they represent Client
each time they speak to a distributor or customer.

Field/Internal Communications Development:

Scripts and Instructions – Consultant will work with Client to develop set scripts
and instructional text that customer service representatives and distributors can
use to positively and legally relay Client’s message to those interested in the
company and/or its products.

Documentation Access – Consultant will work with Client to ensure that critical
documentation (compensation plan, policies and procedures, etc.) are available to
any distributor, regulator or interested party from a public access point, such as the
website.

Operational Message – Consultant will work with Client on daily (or alternate
interval) messages for the human resources that comprise Client’s infrastructure;
keeping the internal team motivated and organized is just as important as keeping
the team in the field motivated and organized.

Daily Voice Message – Consultant will work with Client on arranging for daily
audio and/or e-mail messages to Client’s distributors and customers. These are
aimed at retaining distributor interest and fostering a sense of community within
the company.

Marketing Avenues Development:

Logo, Materials, Promo – Consultant will, with direction from Client, develop the
static public face to the company that help to establish Client’s ―name brand‖
appeal.

Completion of Communications Design – Consultant will design the procedures
through which marketing campaigns and information should flow. This design will
include the formation of teams for proposed marketing ideas, implementation of
accepted ideas and evaluation on whether or not the resulting campaigns are
successful or require tuning. Consultant will provide team with ideas that are
known to be effective as well as protocol on how to work together to give marketing
its greatest chance at success.

Obtain Corporate Style Guide for Corporate Logo – Consultant works with
Client to gather ideas and direction from which a logo that accurately represents
the company and its proposed image can be forged.



                       MultiSoft Corporation corporate consulting services | «company»   36
Obtain Corporate Style Guide for Product Logo – Consultant works with Client
to gather ideas and direction from which logos that accurately represent the
products of the company can be forged.

Apply for Trademark for Product and Logos – upon company image creation,
Consultant applies for trademarks to protect that image.

MLM Website/Creative Development – with Client’s input, Consultant creates a
website that is aimed at no only being legally and bank compliant, but is setup in a
fashion that serves the existing distributor base and enables the enrollment and
sale of product facilities to dovetail with marketing campaigns.

Order Inventories – Consultant works with Client to establish product supply
avenues that can provide Client with its products in a reliable fashion at a
reasonable rate.

Inventories in Place – Consultant works with Client to ensure that the product is
on hand to meet intended marketing campaigns.

ISA Sales Kit:

Develop Contents List and Costs – Consultant works with Client to determine
the items that should be included within the initial enrollment kit. Consultant does
make recommendations as to the legal requirements of what can and cannot be
included in the enrollment kit.

Writing and Production – Consultant uses it’s scripting and legal teams to
produce enrollment kit materials that portray the company in a positive, dynamic
light while staying compliant with regulatory bodies.

Completion of Materials Development – Client review of Consultant produced
materials. Approval of materials moves them to production; editing of materials
returns them to scripting and legal review.

Order Inventories – Consultant works with Client to ensure that the appropriate
materials for immediate shipping of enrollment kits are ordered; ―strike while the
iron is hot‖, new enrollees should never have to wait for their enrollment kit to
begin going to work for Client.

Inventories in Place – Consultant works with Client’s fulfillment arm to ensure
that the enrollment kit inventory is on hand, organized and ready for shipment.



                      MultiSoft Corporation corporate consulting services | «company»   37
Draft Remaining Documentation:

Compensation Plan – Consultant will prepare a thorough, written description of
Client’s compensation plan that software vendor can use for development.
Consultant will also prepare a legally compliant version of the compensation plan
for display on Client’s website (necessary for regulatory compliance); the difference
between development and public versions of plan is usually the detail provided and
verbiage used (some words are considered legally compliant, while others that can
have the same meaning are not).

Distributor Agreement – Consultant will work with its legal team to produce a
distributor agreement (i.e. terms and conditions/policies and procedures) that
prospective distributor enrollees must agree in order to join Client’s company.

Distributor Manual – Consultant will compile a distributor manual that serves as
distributors’ reference handbook on the company. This manual will bring together
in one location items such as the company’s rules and regulations, printable forms
such as distributor position transfer, etc. Custom materials can be strategically
placed within the manual as determined by interaction between Client and
Consultant.

Distributor Support Training Material – Consultant will assist Client in
development of informative and legally compliant training materials.         These
materials are designed to help distributor cultivate his/her business and therefore
make Client grow.

ISA Registration Process – Consultant will provide legally approved paper
enrollment forms tailored to meet Client’s business model.

Product Order Form – Consultant will produce paper product order form tailored
to include appropriate items from Client’s inventory.

Literature Order Form – Consultant will product paper company literature order
form tailored to meet Client’s business model.

Retail Sales Slip – Consultant will produce paper retail sales slip form that may be
used by Client’s distributors to manage and track their retail customer sales.

AutoSHIP Form – Consultant will produce paper form that enables interested
distributors or customers to sign up for appropriate items from Client’s inventory
that are available to be placed on recurring AutoSHIP orders.



                      MultiSoft Corporation corporate consulting services | «company»   38
Company Transfer Form – Consultant will provide legally approved paper based
form that provides the terms and conditions for the transfer of a distributorship
position by either inheritance or sale; Note: such transactions must typically receive
Client approval by transferring parties.

Stationery Order Form – Consultant will provide paper form that enables Client’s
distributors to order company approved stationery – business cards, form letters,
etc.; those items approved by company for distributor use.

Change of Address Form – Consultant will provide paper form by which
distributor or customer may submit a change of address request to company.

Why all these forms when software is intended to control most of these functions?
The answer is regulatory compliance. Client is required to have these forms
available in printable format.

Product Materials – Consultant will, with Client input, develop promotional
materials containing information on Client’s products and or select multi-
combination product packages.

Field Leader Program and Pre-Launch Plans – Consultant will, with Client
input, draft documentation that define company’s leadership positions and
programs as well as how those leadership programs factor into the phases leading
up to official company launch. The intent is to cultivate leadership that will be
prepared to lead the charge of the masses.

Marketing Launch Plans – Consultant will, with Client input, define the
company’s plans for how it will attack its target markets on official launch of the
company.

Photography – Consultant will arrange for official Client photography; pictures of
officers, specific leadership, facilities, etc.

Letter from the President – Consultant will, with Client input, develop a
President’s letter for prominent display on the website and inclusion within
enrollment kit.

How to Build a Downline – Consultant will, based off Client’s compensation plan
type and marketing model, draft a short ―how to checklist‖ of items that distributors
need to take into consideration in order to successfully build Downlines.




                       MultiSoft Corporation corporate consulting services | «company»   39
Glossary of Terms – Consultant will have its scripting team draft a document that
contains definitions of terms deemed important by Client.

Motivational Forms – Consultant will, with Client input, draft a series of forms,
correspondence, exercises, etc. designed to keep distributor morale high while also
encouraging the practice of basic MLM strategies such as the collection of retail
sales, practicing sound recruiting, etc.

Corporate Business Cards – Consultant works with Client on development of a
template for corporate business cards that will be used by company officers. These
are not the same as distributor business cards that may be offered and should be
designed separately to make the distinction between field and corporate.

Corporate Letter Head – Consultant works with Client on development of
corporate letter head. Official company correspondence will be sent on this
letterhead.

Corporate Envelopes – Consultant works with Client on development of corporate
envelop design. Official company correspondence is sent on corporate letterhead
contained within corporate envelopes.

PowerPoint Presentations:

Compensation Plan Presentation – Consultant creates an animated presentation
of Client’s compensation plan. This presentation illustrates the ―nuts and bolts‖ of
the Client’s compensation plan in an easy to understand way; excellent way to
introduce new distributors to the company’s compensation plan model and
concepts.

“The Black Belt Training Academy” – Consultant provides Client with its Black
Belt Training Academy (BBTA) video. The BBTA video is a key component of
leadership training curriculum developed by nationally recognized motivational
speakers and leadership trainers. It can be applied to distributors or internal
company personnel alike.

Marketing Launch:

Call Center in Place – Consultant visits Client’s customer service/call center to
ensure that all equipment and personnel are in place to be able to field inquiries
coming from the field. Consultant will perform mock customer service scenarios in
order to establish that personnel are prepared to field calls.




                      MultiSoft Corporation corporate consulting services | «company»   40
Product in Place – Consultant visits Client’s fulfillment facility and visually ensures
that the necessary inventory is in place to deliver the product orders that will come
with company launch.

Fulfillment Facility in Place – Consultant visits Client’s fulfillment facility to
ensure that all processes are in place to ship orders upon receipt.

Materials/Kits in Place – Consultant reviews Client’s inventory to ensure that
sufficient stock for shipment of enrollment kits is on hand. ―Sufficient stock‖ will be
discussed by Client and Consultant prior to this review, based off marketing
campaign expectations.

ISA Support in Place – Consultant will review software from a user/distributor
perspective to ensure that users/distributors can execute basic business functions
via their Back/Virtual Office. Recommendations on improvement of these facilities
may be made by Consultant.

Distributor Communications Program in Place – Consultant works to put plans
into action by ensuring that the proposed means of communicating with the
distributor base are not only in place but are successful in relaying important
information from corporate to the field; this works in close conjunction with
leadership cultivation – leaders are essential to communicating direction to the
field.

Pre-Launch – Consultant will, with Client, meet with company’s key leadership to
review the ―ground rules‖ for the Pre-Launch, expectations of Pre-Launch and how
company will transition from Pre-Launch into Launch. This exercise is essential in
focusing the many components of the company in a common direction.

Field Leader Program Installation – Consultant works to put plans into action
and actively participates in identifying and cultivating leaders within the field.
Development of a distributor leadership base that is brought close to the corporate
team is essential to the success of the company.

First Commissioning – company typically commissions leaders on Pre-Launch
sales prior to the company’s doors being opened to the general populace.
Consultant will be on hand to help verify the accuracy of checks and make sure that
they go out on time.

Launch – the culminating moment that validates the vast amount of preparatory
work that went into opening the doors of the company to the public. Consultant
will assist in the planning and execution of a launch ―event‖, including, as desired,



                       MultiSoft Corporation corporate consulting services | «company»   41
special facilities and motivational speakers designed to energize the attendees and
generate sales right out of the gate.

Product Development:

Market and Competition Studies – upon final determination of product that
Client would like to offer for sale, Consultant will conduct research to determine the
availability of like products already available on the market and the difficulty/ease
with which existing markets may be penetrated.                 Consultant may make
recommendations that enable Client to assume untapped market niches that
coincide with Client’s sales vision.

Final Report – collection of Consultant’s market research findings; may include
recommendations on potential products that fit Client’s vision and which research
supports may do well in the marketplace.

Confidentiality and Non-Disclosure Agreements – Consultant will ensure that
Client’s relationship and product formulation privacy is protected with formulator in
the form of a NDA.

Determine Formulation – Consultant will work on, 1. Assisting Client choose
product formulator, and, 2. Work with formulator to develop a formulation, or line
of formulations, that represent Client’s vision.

Product Brochures – with a high degree of input from Client, Consultant assists in
the crafting of a product image and the display of that image through official
company literature.

Manufacturer:

Contact Vendors for Proposals – Consultant will, upon having determined
product vision with Client, contact a minimum of three manufacturers/formulators
for quotes/proposals on the design and/or formulation of Client’s uniquely branded

product(s).  This is applicable only for clients that wish to outsource their
manufacturing/formulation.

Contract with Vendor – upon selection of manufacturing/formulation vendor,
Consultant will have its legal team review vendor’s contract to ensure that it treats
Client in a fair manner.




                       MultiSoft Corporation corporate consulting services | «company»   42
Set Up Management Processes – Consultant will ensure that communication
lines with vendor are clear and open. Reordering mechanisms are in place,
fulfillment is aware of Client/vendor relationship, etc. Consultant will make sure
that the supply of Client’s product is in place and channels for supply
communication are fixed.

In Place/First Materials Delivered – Consultant will work with Client’s team on
the first product re-order.      Consultant will make sure that Client’s team
appropriately knows how to order product and take receipt of it on arrival, following
through to the organization of product so that it is easily shippable.

Warehousing and Fulfillment:

Contact Vendors for Proposals – Consultant will contact a minimum of three
fulfillment facilities for quotes/proposals on the warehousing and shipping of
Client’s uniquely branded product(s). This is applicable only for clients that wish to
outsource their fulfillment.

Contract with Vendor – upon selection of fulfillment vendor, Consultant will have
its legal team review vendor’s contract to ensure that it treats Client in a fair
manner.

Set Up Management Processes – Consultant will ensure that communication
lines with vendor are clear and open. Expectations for the promptness with which
product is shipped will be defined. Fulfillment contacts at both vendor and Client
locations will be established.      Contingency plans to compensate for logistical
difficulties will also be determined.

In Place/First Materials Inventoried – Consultant will work with Client’s team
and fulfillment vendor to ensure that products are inventoried and organized in a
fashion that makes them ready for speedy shipment. Test fulfillment runs may be
executed.

National Expansion:

Area Coordinator Letter – correspondence produced for specified leaders that
provide instruction on how to execute the national expansion program. Area
coordinator programs typically assign leaders geographical areas of desired
expansion and reward and recognize those leaders when recruitment and sales in
the area reach pre-determined plateaus.




                       MultiSoft Corporation corporate consulting services | «company»   43
Area Coordinator Contract – Consultant assists Client in drafting of an area
coordinator contract. This contract defines the company’s needs and potential
benefits with the leader who will receive it as well as the terms of conduct for
attacking expansion.

National Expansion Program – Consultant and Client strategize to create a
national expansion program. This includes targeting untapped geographical areas
for recruitment and sales. Expansion programs are determined by Client but
conducted in large part by the company’s leadership team.

Media Packet:

Sample Recruiting Adverts – Consultant creates recruiting and sales
advertisements that Client approves for use by distributor base. Distributor base
may not be permitted to make unapproved claims about the company or alter
approved adverts in any manner.

Camera Ready Adverts – Consultant creates camera ready advertisements that
Client approves for use by distributor base. The camera ready adverts allow the
distributor to add a degree of personalization (picture). Distributor base may not
be permitted to make unapproved claims about the company of alter approved
adverts in any manner.




                      MultiSoft Corporation corporate consulting services | «company»   44
1723 SE 47th Terrace
Cape Coral Florida 33904
Mobile: (239) 229-8188 USA
Mobile: +66 823233266 Thailand
Office: (239) 945-6433
peter@multisoft.com



Consulting Agreement


This Consulting Agreement dated August 29, 2011 is made between:

___________________________________________________________________
(Client), a corporation with a principal place of business at:

___________________________________________________________________

And Peter Spary ("Consultant"), with a principal place of business at: 1723 SE 47 th Terrace,
Cape Coral Florida 33904 USA.

1. Services to be performed by Consultant
During the term of this agreement and as available time allows, Consultant agrees to
perform consulting services for Client (collectively ―Services‖). Services will be provided in
Bangkok Thailand unless otherwise agreed in writing.

2. Payment
In payment for the initial two week term of this agreement, Client shall prepay Consultant a
one week non-refundable retainer (―Retainer‖). Thereafter, Client shall pre-pay Consultant
a week-to-week fee in the amount of US$_________ per week, starting one week after
commencement and receipt of cleared Retainer funds. Ongoing weeks shall be at Client’s
sole option and subject to Consultants availability.

3. Expenses
Consultant shall submit an itemized statement of any additional expenses, and Consultant
may only incur additional expenses if prior approved in writing by Client.

Client shall pre-pay Consultant for all reasonable travel and living expenses necessarily
incurred by Consultant while away from Consultant's regular place of business to perform
Services under this Agreement. Consultant shall submit an itemized statement of such
expenses and Consultant shall only incur such expenses if approved in writing and paid for
in advance by Client.




                         MultiSoft Corporation corporate consulting services | «company»   45
Client shall pre-pay Consultant only for the following expenses, that are directly attributable
to work performed under this Agreement: Travel expenses, airfares, hotel, meals, car
rental, telephone, fax, online and telecommunication charges, postage and courier services,
printing and reproduction, computer services, and all other expenses resulting from the
work performed under this Agreement.

4. Term of Agreement
This agreement will become effective when signed by both parties and shall terminate as
provided herein.

5. Terminating the Agreement
With reasonable cause, either party may immediately terminate this Agreement, by giving
written notice of termination for cause. Reasonable cause includes: A material breach of
this Agreement, or Non-payment of Consultant's compensation and/or reimbursements after
5 days written request for payment.

Consultant shall be entitled to full payment for Services performed prior to the effective
date of termination unless such termination was due to Consultant’s material breach of this
Agreement.

Either party may terminate this Agreement at any time by giving 7 days written notice of
termination without cause. Consultant shall be entitled to full payment for Services
performed prior to the effective date of notification of termination, unless such Services
were not approved in advance by Client.

6. Consultant is an Independent Contractor
Consultant is an independent contractor and neither Consultant nor Consultant's staff is, or
shall be deemed, Client's employees. In its capacity as an independent contractor,
Consultant agrees and represents, and Client agrees, as follows:

Consultant has the sole right to control and direct the means, manner and method by which
the services required by this Agreement will be performed.

Consultant has the right to perform the Services required by this Agreement at any place or
location and at such times as Consultant may determine.

Consultant will furnish all equipment and materials used to provide the Services required by
this Agreement, except to the extent that Consultant's work must be performed on or with
Client's computer or existing software.

The Services required by this Agreement shall be performed by Consultant and Client shall
not be required to hire, supervise or pay any assistants to help Consultant.
Consultant shall receive any training from Client in Client’s professional skills and business
practices necessary to perform the services required by this Agreement.

Client shall not provide insurance coverage of any kind to Consultant.



                         MultiSoft Corporation corporate consulting services | «company»   46
Client shall not withhold from Consultant's compensation any amount that would normally
be withheld from an employee's pay.
Consultant has the unrestricted right to perform services for others during the term of this
Agreement.

7. Intellectual Property Ownership
Client shall own and have all right and title to (i) anything created or developed by
Consultant specifically for Client under this Agreement ("Work Product") and (ii) all
copyrights, trademarks, patents, trade secrets and other intellectual property rights
(―Intellectual Property Rights‖) related thereto. The parties acknowledge that to the full
extent applicable, the Work Product shall be deemed works made for hire under the United
States copyright laws. In the event that a Work Product is determined not to be a work
made for hire under the United States copyright laws, Consultant hereby irrevocably assigns
the copyright in the Work Product including all rights thereunder to Client in perpetuity.

Consultant agrees to execute such further documents and perform such other acts as Client
may reasonably deem necessary, useful or convenient to evidence or perfect the rights of
Client defined herein.

The parties further acknowledge and agree that the Work Product shall not include any
Consultant’s Materials (as defined below).

8. Consultant's Materials
The parties acknowledge and agree that as part of performing the Services, Consultant may
utilize pre-existing or proprietary software, ideas, concepts, know-how, tools, models,
business forms, designs, graphics, literature, books, systems, charts, spreadsheets,
graphics, presentations, processes, methodologies and techniques (including any
enhancements or modifications thereto) which (i) have been originated or developed by
Consultant prior to the start date of this Agreement, (ii) have been developed by Consultant
during the term of this Agreement but which such materials were not created specifically for
Client; and/or (iii) have been purchased by, or licensed to Consultant (collectively,
―Consultant’s Materials‖). Consultant owns or holds a license to use and sublicense the
Consultant’s Materials. Consultant may, at its option, include Consultant's Materials in the
work performed under this Agreement.

Consultant retains all right, title and interest, including all copyright, patent rights and trade
secret rights in Consultant's Materials.

Subject to full payment of the consulting fees due under this Agreement, Consultant grants
Client a non-exclusive worldwide license to use and sublicense the use of Consultant's
Materials for the purpose of developing and marketing its products, but not for the purpose
of marketing Consultant's Materials separate from its products. The license shall have a
perpetual term and may not be transferred by Client. Client shall make no other commercial
use of Consultant's Materials without Consultant's written consent.




                          MultiSoft Corporation corporate consulting services | «company»   47
9. Confidentiality
During the term of this Agreement and afterwards, Consultant will use reasonable care to
prevent the unauthorized use or dissemination of Client's confidential information.
Reasonable care means at least the same degree of care Consultant uses to protect its own
confidential information from unauthorized disclosure.

Confidential information is limited to information clearly marked as confidential, or disclosed
orally and identified in writing as confidential at the time of disclosure.

Confidential information does not include information that: The Consultant knew before
Client disclosed it; Is, or becomes public knowledge through no fault of Consultant;
Consultant obtains from sources other than Client who owe no duty of confidentiality to
Client, or Consultant independently develops without reliance on Client’s confidential
information.

It is understood and agreed that damages are an inadequate remedy in the event of a
breach or intended or threatened breach by Consultant of this section 13 and that any such
breach will cause irreparable harm, injury and damage to Client; accordingly, the Consultant
agrees that Client shall be entitled, without waiving any additional rights or remedies
(including monetary damages) otherwise available to it at law, or in equity, or by statute, to
preliminary and permanent injunctive relief in the event of a breach or intended or
threatened breach by Consultant of this section 13 without the necessity of posting a bond.

10. Warranties
Consultant warrants that the Services, Work Product and Consultant’s Materials do not
infringe the Intellectual Property Rights of any third party.

Consultant warrants that all Services performed under this Agreement shall be performed
consistent with generally prevailing professional or industry standards. Client must report
any deficiencies in Consultant's Services to Consultant in writing within 10 days of
performance to receive warranty remedies.

Client's exclusive remedy for any breach of the above warranties shall be the re-
performance of Consultant's Services or the replacement of the Work Product or
Consultant’s Materials with equivalent non-infringing materials. If Consultant is unable to re-
perform the Services or provide non-infringing materials, Client shall be entitled to recover
up to, but not more than, one week of fees paid to Consultant for deficient Services, Work
Product or Consultant’s Materials.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS,
PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT.




                         MultiSoft Corporation corporate consulting services | «company»   48
11. Limitation on Consultant's Liability to Client; Indemnity
In no event shall Consultant be liable to Client for lost profits of Client or special, incidental
or consequential damages (even if Consultant has been advised of the possibility of such
damages).

Except for Consultant’s indemnity obligations hereunder, Consultant's total liability under
this Agreement for damages, costs and expenses, regardless of cause, shall not exceed
more than one week of fees paid to Consultant for the deficient Services under this
Agreement.

Client shall indemnify Consultant against all claims, liabilities and costs, including
reasonable attorney fees, of defending any third party claim or suit, other than for
infringement of Intellectual Property Rights, arising out of, or in connection with, Client's
performance under this Agreement. Consultant shall promptly notify Client in writing of such
claim or suit and Client shall have the right to fully control the defense and any settlement
of the claim or suit.

Consultant shall indemnify, defend and hold Client harmless from any third party claim, and
all costs, damages and expenses (including attorneys’ fees) related thereto, alleging that
the Services performed or materials delivered (including without limitation any Work
Product or Consultant’s Materials) or any portion thereof as furnished under this Agreement
infringe any third-party Intellectual Property Rights.

12. Taxes
The fees included herein do not include the payment of client’s business or personal taxes.
Consultant in its capacity of Independent Consultant is responsible for paying all personal
income taxes on monies paid by Client.

13. Contract Changes
Client and Consultant recognize that: Consultant's original cost and time estimates may
change due to unforeseen events or to factors unknown to Consultant when this Agreement
was made. Client may desire a mid-project change in Consultant's services that would add
time and cost to the project and possibly inconvenience Consultant, or other provisions of
this Agreement may be difficult to carry out due to unforeseen circumstances.

If any intended changes or any other events beyond the parties' control require adjustments
to this Agreement, the parties shall make a good faith effort to agree on all necessary
particulars. Such agreements shall be put in writing, signed by the parties and added as an
Addendum to this Agreement.

14. Resolving Disputes
If a dispute arises under this Agreement, the parties agree to resolve the dispute with the
help of a mutually agreed-upon mediator in LEE County, Florida. Any costs or fees other
than attorney fees associated with the mediation shall be shared equally by the parties.




                          MultiSoft Corporation corporate consulting services | «company»   49
15. Exclusive Agreement
This is the entire Agreement between Consultant and Client.

16. Applicable Law
This Agreement will be governed by the laws of LEE County, in the State of Florida.

17. Notices
All notices and other communications in connection with this Agreement shall be in writing
and shall be considered given as follows:

When delivered personally to the recipient’s address as stated on this Agreement
Three days after being deposited in the United States mail, with postage prepaid to the
recipient’s address as stated on this Agreement, or when sent by fax or electronic mail, such
notice is effective upon receipt provided that a duplicate copy of the notice is promptly given
by first class mail, or the recipient delivers a written confirmation of receipt

18. No Partnership
This Agreement does not create a partnership relationship. Neither party has authority to
enter into contracts on the other’s behalf.

Signature(s) of acceptance:



Client: __________________________________________________________



Agreed By: _____________________________                   Date:_______________



Title: __________________________________




Consultant: Peter Spary – MultiSoft Corporation



Agreed: _________________________(for MultiSoft)



Date:_______________




                         MultiSoft Corporation corporate consulting services | «company»   50
Exhibit A

The primary task during the first week of engagement will be to create a Blue Print,
the Work Check List and Timeline Gantt chart for the purpose of managing the
expectations of «company», solidifying timely deliverables for both parties and
cementing a vision for the future… ―managed expectations‖.

Producing a Blueprint ensures that both the Client and the Consultant are working
in unison and that both have a clear understanding of expectations, better allowing
the Consultant’s performance to be measured.

After the initial one day interview, Consultant will regularly contact Client to review
all work performed and to discuss work to be performed for future dates. Client
may at any time adjust the scope or direction of work to be performed simply by
notifying Consultant, remembering that Consultant is hired on a time basis not
project basis.

Excluding legal counsel, which you may already have or, if not, which we will
recommend at the appropriate time, the entire scope of the consulting project can
at Client’s option contain any of the steps/components needed in the development
of a functional multilevel marketing company:




*Consultant is not providing genealogy or commissioning software or any
other computer software programming within the scope of this consulting
agreement. Consultant will however, work with MultiSoft or the Client’s
selected alternate software vendor to integrate systems or to assist in any
manner required by Client.



                       MultiSoft Corporation corporate consulting services | «company»   51
                      BANK WIRE TRANSFER INFORMATION




Pay to:

MultiSoft Corporation
1723 SE 47Th Terrace
Cape Coral FL 33904

Bank Details: .. Wachovia Bank, N.A.
Phone: ........... (239) 540-5110
Address: ........ 4732 Del Prado Blvd S.
..................... Cape Coral, Florida 33904
Account #: ..... 2000659501314
ABA#: ........... 063000021
Swift#: .......... PNBPUS33




                         MultiSoft Corporation corporate consulting services | «company»   52
                         Mutual Confidentiality and
                     MarketPowerPRO License Agreement


                       Mutual Confidentiality Agreement


This agreement is made by and between MultiSoft Corporation, a Florida
corporation (hereinafter ―Company‖), having a principal place of business at: 1723
SE 47th Terrace, Cape Coral, Florida 33904 United States.

and: ______________________________ having a principal place of business at:

_________________________________________________________________.

1. Term
This agreement shall govern all communications between the parties that are made
during the period from the Effective Date of this Agreement to the date on which
either party receives from the other written notice that subsequent communications
shall not be so governed, provided, however, that each party’s obligations under
Paragraph three (3) (―Non-disclosure and Non-use Obligations‖), with respect to
Confidential Information of the other party which it has previously received shall
continue in perpetuity unless terminated pursuant to Paragraph four (4)
(―Exclusions from Non-disclosure and Non-use Obligations‖).

2. Definition of Confidential Information
―Confidential Information‖ as used in this Agreement shall mean any and all
technical and non-technical information including patent, copyright, trade secrets,
proprietary information, techniques, sketches, drawings, models, inventions, know-
how, processes, apparatus, equipment, algorithms, software programs, software
source documents, and formulae related to the current, future and proposed
products and services of each of the parties, and includes, without limitation, their
respective information concerning research, experimental work, development,
design details and specifications, engineering, financial information, procurement
requirements, purchasing, manufacturing, customer lists, business forecasts, sales
and merchandising and marketing plans and information. ―Confidential Information‖
also includes proprietary or confidential information of any third party who may
disclose such information to either party in the course of the other party’s business.
Such information disclosed by the disclosing party (―Discloser‖) will be considered
Confidential Information by the receiving party (―Recipient‖), only if such
information is conspicuously designated as ―Confidential‖ or if provided orally,
identified as confidential at the time of disclosure and confirmed in writing within
thirty (30) days of disclosure.

3. Non-disclosure and Non-use Obligation
Each of the parties agrees that it will not make use of, disseminate, or in any way
disclose any Confidential Information of the other party to any person, firm or
business, except to the extent necessary for negotiations, discussions, and



                       MultiSoft Corporation corporate consulting services | «company»   53
consultations with personnel or authorized representatives of the other party, and
any purpose the other party may hereafter authorize in writing. Furthermore, the
existence of any business negotiations, discussions, consultations or agreements in
progress between the parties shall not be released to any form of public media
without written approval of both parties. Each of the parties agrees that it shall
treat all Confidential Information of the other party with the same degree of care as
it accords to its own Confidential Information, but in no event less than a
reasonable degree of care. If either party is not an individual, such party agrees
that it shall disclose Confidential Information of the other party only to those of its
employees who need to know such information and certifies that such employees
have previously agreed, either as a condition to employment or in order to obtain
the Confidential Information, to be bound by terms and conditions substantially
similar to those of this Agreement. Recipient will immediately give notice to
Discloser of any unauthorized use or disclosure of the Confidential Information.
Recipient agrees to assist Discloser in remedying any such unauthorized use or
disclosure of the Confidential Information.

4. Exclusions from Non-disclosure and Non-use Obligations
Each party’s obligations under Paragraph three (3) (―Non-disclosure and Non-use
Obligations‖) with respect to any portion of the other party’s Confidential
Information shall terminate when the party seeking to avoid its obligation under
such paragraph can document that: (i) it was in the public domain at or subsequent
to the time it was communicated to Recipient by Discloser through no fault of
Recipient; (ii) it was rightfully in Recipient’s possession free of any obligation of
confidence at or subsequent to the time it was communicated to Recipient by
Discloser; (iii) it was developed by employees or agents of Recipient independently
of and without reference to any information communicated to Recipient by
Discloser; (iv) it was communicated by the Discloser to an unaffiliated third party
free of any obligation of confidence; or (v) the communication was in response to a
valid order by a court or other governmental body, was otherwise required by law
or was necessary to establish the rights of either party under this Agreement.

5. Ownership of Confidential Information and Other Materials
All Confidential Information, and any Derivatives thereof whether created by
Discloser or Recipient, remain the property of Discloser and no license or other
rights to Confidential Information is granted or implied hereby. For purposes of this
Agreement, ―Derivatives‖ shall mean: (i) for copyright-able or copyrighted material,
any translation, abridgement, revision or other form in which an existing work may
be recast, transformed or adapted; (ii) for patent-able or patented material, any
improvement thereon; and (iii) for material which is protected by trade secret, any
new material derived from such existing trade secret material, including new
material which may be protected by copyright, patent and/or trade secret. All
materials (including without limitation, documents, drawings, models, apparatus,
sketches, designs and lists) furnished to one party by the other, and which are
designated in writing to be the property of such party, shall remain the property of
such party and shall be returned to it promptly or destroyed at its request, together
with any copies thereof.




                       MultiSoft Corporation corporate consulting services | «company»   54
6. Independent Development
Discloser understands that Recipient may currently or in the future be developing
information internally, or receiving information from other parties that may be
similar to Discloser’s information. Accordingly, nothing in this Agreement will be
construed as a representation or inference that Recipient will not develop products,
or have products developed for it, that, without violation of this agreement,
compete with the products or systems contemplated by Discloser’s Confidential
Information.

7. Disclosure of Third Party Information
Neither party shall communicate any information to the other in violation of the
proprietary rights of any third party.

8. No Warranty
All Confidential Information is provided ―As Is‖ and without any warranty, express,
implied or otherwise, regarding its accuracy or performance.

9. No Export
Neither party shall export, directly or indirectly, any technical data acquired from
the other pursuant to this Agreement or any product utilizing any such data to any
country for which the U.S. Government or any agency thereof at the time of export
requires an export license or other government approval without first obtaining
such license or approval.

10. Injunctive Relief
A breach of any of the promises or agreements contained herein will result in
irreparable and continuing damage to the party who’s Confidential Information
is/was disclosed, for which there will be no adequate remedy at law. The parties
agree that upon a breach or threatened breach of any of the terms of this
Agreement concerning any matters referenced herein, the non-breaching party is
entitled to seek an injunction restraining the breach and/or to a decree of specific
performance, without showing or proving any actual damage, together with
recovery of reasonable attorneys' fees and costs incurred in obtaining said equitable
relief. The foregoing equitable remedy will be in addition to all remedies or rights
that the aggrieved party may otherwise have by virtue of any breach of this
Agreement by the breaching party. The aggrieved party is entitled to seek relief
without the posting of any bond or security and if a court of competent jurisdiction
will nevertheless require a bond, the parties agree that the sum of $100 is a
sufficient bond.

11. Governing Law
This Agreement shall be governed by, and interpreted under, the laws of the State
of Florida and the United States and agree: (a) that any suit, action or legal
proceeding arising out of or relating to this Agreement shall be brought in the
circuit or county courts of the State of Florida, which state Courts shall have
exclusive subject matter and personal jurisdiction over the parties, with venue in
Lee County, Florida; (b) consents to the jurisdiction of each court in any suit, action



                       MultiSoft Corporation corporate consulting services | «company»   55
or proceeding; (c) waives any objection that it may have to personal jurisdiction or
the laying of venue of any suit, action or proceeding in any of these courts; and (d)
agrees that service of any court paper may be effected on that party by mail at the
last known address, as provided in this Agreement, or in any other manner as may
be provided under Florida law.

12. Attorneys Fees & Costs
If any legal action or other proceeding is instituted for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or misrepresentation
in connection with any provision of this Agreement, the successful or prevailing
party or parties will be entitled to recover reasonable pre-institution and post-
institution attorneys' fees, court costs and all expenses even if not taxable as court
costs (including all fees, costs and expenses incident to arbitration, appellate,
bankruptcy and post-judgment proceedings), incurred in connecting with the action
or proceeding, in addition to any other relief to which the party or parties may be
entitled. Attorneys' fees include paralegal fees, administrative costs, investigative
costs, costs of expert witnesses, court reporter fees, sales and use taxes, if any,
and all other charges billed by the attorneys to the prevailing party.

13. No Assignment
Neither party will assign or transfer any rights or obligations under this Agreement
without the prior written consent of the other party.

14. Waiver
The waiver of a breach of any provision of this Agreement by either party shall not
operate or be construed as a waiver of any other or subsequent breach.

15. Severability
Should any provisions of this Agreement be held by a court of law to be illegal,
invalid, or unenforceable, the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired thereby.

16. Notices
Any notice required or permitted by this Agreement shall be in writing and shall be
delivered as follows with notice deemed given as indicated: (i) by delivery when
delivered personally; (ii) by overnight courier upon written verification of receipt;
(iii) by telecopy or facsimile transmission upon acknowledgment of receipt of
electronic transmission; or (iv) by certified or registered mail, return receipt
requested, upon verification of receipt. Notice shall be sent to the addresses set
forth above or such other address as either party may specify in writing.

17. Entire Agreement
This Agreement constitutes the entire agreement with respect to the Confidential
Information disclosed herein and supersedes all prior or contemporaneous oral or
written agreements concerning such Confidential Information. This Agreement may
only be changed by mutual agreement of authorized representatives of the parties
in writing.




                       MultiSoft Corporation corporate consulting services | «company»   56
Signature(s) of acceptance:



Client: ___________________________________________________________



Agreed By: _____________________________                    Date:_______________




Title: __________________________________




Consultant: Peter Spary



Agreed By: ______________________________                   Date:_______________
Peter Spary – MultiSoft Corporation




                          MultiSoft Corporation corporate consulting services | «company»   57

				
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