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									Bayside Materials Technology                                                                   Proprietary Information

                                             CONSULTING AGREEMENT


                                                    Company XYZ


                                               Doug Freitag
                                       Bayside Materials Technology
                                  5950 Symphony Woods Road, Suite 250,
                                           Columbia, MD 21044

             Company XYZ is pleased to offer you a Consulting Agreement on the terms set
      forth below:

      1. This Consulting Agreement shall be effective as of Starting Date and shall continue in
         full force and effect through Ending Date unless earlier terminated by either party with
         or without cause at any time upon sixty (60) days' prior written notice. Such
         termination, which shall be accomplished without penalty unless otherwise specifically
         stated herein, shall not relieve or release either Company XYZ or you from any rights,
         liabilities or obligations that may have accrued under the law or terms of this Consulting
         Agreement prior to the date of such termination. No minimum number of days of
         consulting time is guaranteed.

      2. Your position shall be that of an independent contractor and not as an employee of
         Company XYZ

      3. As full consideration for service hereunder Company XYZ shall pay you a fee of Rate
         for each hour of consulting time through the period ending Ending Date. Company
         XYZ shall also reimburse you for reasonable traveling expenses to and from the place of
         consultation if it is other than at Washington, DC, for reasonable living expenses at such
         location if it is other than at Washington, DC, and for any other expenses incurred by
         you at Company XYZ request. Payment of the consulting fee and reimbursement of
         expenses shall be made promptly upon the submittal of invoices to Company XYZ. You
         will send invoices to:

                                                    Company XYZ

              You shall invoice Company XYZ once a month for all services properly performed
      under this Consulting Agreement during the preceding month. Your invoice shall be
      accompanied by such records or other written proof as Company XYZ deems adequate to
      verify the billings appearing therein and shall be in such form as agreeable to Company
      XYZ. Terms of payment shall be thirty (30) days after receipt of a properly prepared and
      correct invoice by Company XYZ at the address set forth in Paragraph 3. Payment shall be
      considered made when payment checks are mailed by Company XYZ.

      4. Your field of consultation shall be in the area of working as a Federal Business
         consultant. We anticipate that your work under this Consulting Agreement will be
         performed for Company XYZ, in support of their business development activities.

      5. You shall not disclose to others without Company XYZ written consent any unpublished
         information concerning Company XYZ business and research activities and interests

      5950 Symphony Woods Road, Suite 250, Columbia, MD 21044 │Ph: 301-570-3821 │Email: dfreitag@baysidematerials.com
Bayside Materials Technology                                                                   Proprietary Information

          with which you become familiar in your contacts with Company XYZ Similarly, you will
          not disclose to others without Company XYZ written consent the results of specific
          nature of your consulting work performed under this Consulting Agreement.

      6. You agree to communicate to Company XYZ all ideas and improvements which you
         conceive or make and which arise from your activities under this Consulting Agreement
         and you hereby assign all rights, copyrights and title to such ideas and improvements to
         Company XYZ If Company XYZ considers any of them to be inventions on which
         Company XYZ wishes to apply for United States or foreign patents, you shall at our
         request, execute all papers deemed necessary or advisable for the filing and prosecution
         of such patent applications and for providing confirmation of Company XYZ legal title to
         the inventions, applications, and any patents granted. Company XYZ shall bear all
         costs involved.

      7. Your obligation under paragraphs 5 and 6 shall continue beyond the termination of this
         agreement insofar as they relate to your activities under the agreement prior to its

             It is understood that you have no obligations that are inconsistent with accepting
      these terms and that you will not undertake any such inconsistent obligations while this
      agreement is in effect. If this understanding is correct and if you accept the terms set forth
      above, please so indicate by signing and returning the enclosed duplicate of this letter.


                                                         By __________________________
                                                               Company XYZ

                                                         Date: ________________________


      By: ________________________
          Douglas Freitag
          Bayside Materials Technology

      Date: ________________________

      5950 Symphony Woods Road, Suite 250, Columbia, MD 21044 │Ph: 301-570-3821 │Email: dfreitag@baysidematerials.com

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