ADVISORY SERVICES AGREEMENT

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					                            ADVISORY SERVICES AGREEMENT

       THIS ADVISORY SERVICES AGREEMENT (the “Agreement”) is made by and
between ACME CORPORATION, a Delaware corporation (the “Company”), and the [SMITH
FOUNDATION, a ____________ corporation] (for the benefit of the Dingman Center for
Entrepreneurship at the University of Maryland) (the “Advisor”), effective as of
___________, 2006.

       1.      Services. The Advisor will provide services as an advisor to the Company
as described on Exhibit A.

        2.      Effective Date. The effective date of this Agreement and beginning of the
advisory relationship with the Company will be ___________, 2006 and the consulting
relationship will end fifteen (15) calendar days after written notice by either party to the
other party (the “Term”), unless extended by mutual agreement of the parties.

       3. [Compensation. The Company will pay the Advisor a fee of $______ per six
month period commencing from the date listed above for the services performed during
the Term.]

           •   4 hours of access to the Entrepreneurs in Residence and Managing
               Director per month during weekly or bi-weekly consultation sessions
           •   Access to conference room space when available, fax machines, and other
               office features
           •   One promotion in Dingman Center Monthly Newsletter
           •   Listing on the Dingman Center website
           •   Introductions to Board Members and our Inner Circle
           •   Invitations to DCE Events like the Dingman Day Lunch and the Tech
               Visionary
           •   Access to highly qualified MBA interns
           •   Discounts to Partnered Events
           •   Access to reviews by CAN
           •   Introductions to recommended service providers like lawyers and
               accountants as needed


       4.     Upon execution of this Agreement, the Company will cause ______
shares of Common Stock (representing approximately ___% if the fully diluted
shares of Capital Stock of the Company as of the date of this Agreement) to be
issued to the Advisor. The Company will deliver a stock certificate to the Advisor
representing such shares concurrently with the execution of this Agreement.]

        5.      Due Authorization. The Company represents that it has the absolute and
unrestricted right, power and authority to enter into and to perform its obligations under
this Agreement; and the execution, delivery and performance by the Company of this
Agreement has been duly authorized by all necessary action on the part of the Company
and its [stockholders, board of directors and officers]. This Agreement constitutes the
legal, valid and binding obligation of the Seller, enforceable against it in accordance with
its terms.

        6.      Independent Contractor Relationship. The Advisor is an independent
contractor. Unless otherwise agreed to in writing by the parties, the Advisor will not be
entitled to any of the benefits which the Company may make available to its employees,
including, but not limited to, group health or life insurance, profit-sharing or retirement
benefits.

        7.     Successors and Assigns. Advisor may not subcontract or otherwise
delegate its obligations under this Agreement without Company’s prior written consent.
Company may assign this Agreement. Subject to the foregoing, this Agreement will be
for the benefit of Company’s successors and assigns, and will be binding on Advisor’s
subcontractors or delegatees.

       8.      D&O Insurance; Indemnification.

                (a)     To the fullest extent permitted by applicable law, the Company
shall indemnify the Advisor against all expenses (including reasonable attorneys’ fees),
judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by
the Executive in connection with any threatened or pending action, suit, or proceeding,
whether civil, criminal, administrative, or investigative that the Advisor is made a party
to by reason of the fact that it was performing services or serving as an advisor of the
Company (excluding any acts of fraud or willful misconduct). Such indemnification
shall continue as to the Advisor even if it has ceased to be an advisor to or stockholder of
the Company and shall inure to the benefit of the Advisor’s successors, assigns or
affiliates. During the Advisor’s services to the Company and from and after the date that
this relationship is terminated for any reason whatsoever, the Advisor shall receive the
same benefits provided to any of the Company’s officers and directors under any D&O
insurance or similar policy, indemnification agreement or Company policy of the
Certificate of Incorporation or Bylaws of the Company.

               (b)    Any costs, fees or expenses incurred by the Advisor relating to
indemnification under the Company’s Certificate of Incorporation, as amended, shall be
paid by the Company in advance as soon as practicable but not later than three business
days after receipt of written request of the Advisor; provided that the Advisor shall
undertake to repay such amount to the extent that it is ultimately determined by a court of
competent jurisdiction that the Advisor is not entitled to indemnification. Subject to
applicable law, the Advisor’s right to indemnification or advances from the Company
shall be enforceable by the Advisor in any court of competent jurisdiction. The burden of
proving that indemnification or advances are not appropriate shall be on the Company.
        9.     Miscellaneous. This Agreement shall be governed in all respects by the
laws of the State of Maryland, as such laws are applied to agreements entered into and to
be performed entirely within the State of Maryland and between Maryland residents. This
Agreement constitutes the entire agreement between the parties relating to the Advisor’s
consulting relationship with the Company and supersedes all prior or contemporaneous
oral or written agreements concerning the consulting relationship. This Agreement may
only be changed by mutual agreement of authorized representatives of the parties in
writing.

        IN WITNESS WHEREOF, the parties have executed this Consulting Agreement as of
the date first written above.

ACME CORPORATION                                   SMITH FOUNDATION


By:                                                By:
Name:                                              Name:
Title:                                             Title:

Address:                                           Address: