This Consulting Agreement (hereinafter referred to as Agreement

							                                         CONSULTING AGREEMENT

This Consulting Agreement (hereinafter referred to as “Agreement”) is made and entered into effective           ,
1999, by and between TRANSFORMATION ADVISORS, INC., a Florida Corporation, (Consultant) and                    ,a
Corporation (hereinafter referred to as “You.”

Engagement. Based upon the terms and conditions contained in this Agreement, You are engaging
Consultant, and Consultant accepts engagement by You, to perform business and management consulting
services at such places and times as may be reasonably requested by You and agreed to by Consultant. It is
expressly understood and agreed that no provisions of this Agreement, nor any act of the parties shall be
interpreted to create any relationship between Consultant and You other than that of independent contractor.

Term. The duration of the term of this Engagement shall be based upon the specific project. Each new,
separate and distinct project shall start a new term.

Termination.     Either party may terminate this Agreement for Consultant’s services at any time by providing the
other with written notice. If the Agreement is terminated by either before the completion of the term, any
unearned fees that have been prepaid will be returned to You. Any expenses already incurred and any fees for
work already performed prior to the termination are considered earned in full and are immediately due and
payable to Consultant.

Duties of Consultant.    During the term of this Agreement, Consultant shall perform the duties listed on Exhibit
A in a professional and workmanlike manner. Consultant makes no guarantees or representations regarding the
outcome of any advice given. Any comments regarding an outcome are personal opinions only.

Compensation. You agree to pay Consultant all amounts due based on the fee structure selected. In addition,
You shall reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant in the
performance of the services described on Exhibit A.

        _____ An estimated project fee of $      Thirty (30%) percent of the fee is due upon execution of this
        Agreement; an additional Thirty-five (35%) percent is due upon completion of the visit to the agreed
        upon site of the Engagement, if any; and the remaining balance is due upon completion of written
        documentation of the Engagement after the services have been performed.

        _____ An hourly rate of $150.00 per hour with an initial deposit of $300.00.

Damages.         Your maximum recovery for any loss or damages attributable to work performed by Consultant,
regardless of the cause of action, shall be limited to return of any unearned fees paid to Consultant.

Binding Arbitration.     Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by final and binding arbitration administered by the American Arbitration Association
(“AAA”) in Collier County, Florida, in accordance with its Commercial rules then pertaining and judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. A single arbitrator
shall be used. The arbitrator may award injunctive relief or any other remedy available from a judge except
attorney fees and costs, but shall not have the power to award exemplary or punitive damages.

Non-exclusivity of Agreement. Consultant retains the right to contract and consult with other persons and
entities in addition to You, including without limitation, Your present and potential competitors, so long as such
activity does not interfere with Consultant’s duties and obligations under this Agreement.

Confidentiality. Each party agrees to keep confidential the proprietary information of the other party that may be
learned during the course of providing or receiving services under this Agreement.
Notice. All notices, requests, demands and other communications required to be given in connection with this
Agreement shall be in writing, and shall be considered received upon delivery, or on the third day after mailing if
sent by registered or certified mail, return receipt requested, postage prepaid, and if directed to the following:

If to Consultant, to:    `                                If to You, to:




or to such other person or address which may be designated from time to time by either party.

Construction of Agreement.       This Agreement shall be interpreted, construed and governed by and under the
laws of the State of Florida.

If any paragraph in this Agreement is held to be invalid by a Court of competent jurisdiction, that paragraph shall
be removed from the Agreement and its removal shall not affect any other paragraphs in this Agreement, the
balance of which shall remain and have its intended full force and effect; provided, however, if that paragraph
may be modified to make it valid as a matter of law, the paragraph shall not be removed but be declared
modified and made enforceable to the maximum extent permitted by law.

This Agreement contains the entire understanding of the parties and supersedes all prior written and oral
agreements, negotiations, representations, promises and assurances dealing with this subject matter. Any
modifications of this Agreement must be in writing and signed by both parties to be effective.

The headings of the various paragraphs of this Agreement are used for convenience of reference only and are
not intended to, nor do they define, limit or construe the contents of this Agreement.

IN WITNESS WHEREOF, You and Consultant, through duly authorized officers, have executed this Agreement
on the date first set forth above.

TRANSFORMATION ADVISORS, INC.                             ________________________________

BY:____________________________                           By:_____________________________
Consultant                                                Typed Name
                                        EXHIBIT A


SCOPE OF WORK INCLUDED IN ENGAGEMENT:




Any additional tasks, responsibilities, objectives and services under this agreement maybe
agreed to by the parties in writing.