Sales,Marketing, Consulting Agreement

							                              CONSULTING AGREEMENT


         AGREEMENT, entered into as of the ___ day of ____, 2003 by and between (the
"Consultant").
_________________ Corporation whose address is _______________________ and
_________, (the "Company") a ________________ corporation whose address is
_________________________________.
         WHEREAS, the Company desires to engage the services of Consultant to aid and
assist the Company in the planning and development of its business and future plans, both
with respect to the development of its business and financing; and
         WHEREAS, Consultant, through its principals, employees and agents, has certain
technical and managerial expertise in the evaluation of potential business opportunities
implementation of various projects of the nature and type contemplated by the Company
in its future expansion and in the area of financial planning and development which it has
agreed to provide to the Company;
         NOW, THEREFORE, the Company and Consultant agree as follows:
         I.    Consulting Services. The Company hereby retains and hires Consultant and
Consultant hereby agrees to render at the request of the Company, non exclusive,
independent advisory and consulting services to assist the Company's management in
finding and evaluating potential business projects and negotiating and implementating its
proposed business and financial plans in accordance with the goals, aims, and restrictions
of the Company. Consultant's services shall include but not be limited to: (i) a review and
evaluation of the Company's business plan, internal management and financial
requirements; (ii) introducing the Company to the brokerage community (iii) identifying
and seeking out merger or acquisition candidates; (iv) financial consulting by examining
cash flow analysis, sales marketing, profit margins, financial ratios, cash management and
projected financial conditions; (v) assisting in arranging for funding through internal,
private or public sources; (vi) coordinating and supervising the retention of professionals
including accountants and auditors, attorneys and other professionals required to fulfill the
goals of the Company. Consultant agrees to assist the Company in all such matters, act on
behalf of the Company when so requested and otherwise renders such advice and
assistance to the Board of Directors as may be requested. As part of such services,
Consultant shall, upon request of the Company, recommend such additional professionals
as may reasonably be required to adequately perform such assignments to the satisfaction
of the Company.
         II.   Term. The term of this Agreement shall commence on the date hereof and
shall continue until terminated by either party on thirty (30) days' written notice to the
other party for any reason. In the event that the Company shall terminate this Agreement
prior to the end of _____ () months, Company shall pay the compensation set forth in
Section ___ for a minimum of ___ () months. However, in the event of death, disability, or
other incapacity resulting in the inability of Consultant to perform the duties set forth
herein, this Agreement may be terminated and the Company shall only be required to pay
Consultant the amount of compensation due hereunder based on the actual number of
months devoted by Consultant to Company to the date of such termination.
       III.  Compensation. (a) Consultant shall receive the following compensation for
the performance of all services hereunder.

                            (I)    The initial non-refundable sum of ()
              dollars;
                           (ii)   The sum of _____ thousand ($) dollars per month in
                           advance on the first day of each month commencing the
                           date of this Agreement for a period of ____ ()
             consecutive months;
                           (iii)  All out-of-pocket expenses incurred on behalf of the
                           Company. Prior approval of the Company shall be
                    obtained for any single item or reimbursement, which
             exceeds the sum of _____ ($) dollars.
                           (b)    In addition to the fees set forth above, it is agreed and
understood that Consultant shall receive ______ Shares of the Common Stock of the
Company, which shall be deemed to have been issued as a further and additional
Consulting Fee earned by Consultant in connection with the services provided and to be
provided hereunder.

1V Finder's Fee. In the event that Consultant originates a merger, acquisition, joint venture
or other transaction to which the Company, or an affiliate, is a party, the Company shall
pay Consultant a finder's fee of 5% of the first $1,000,000 of any consideration received or
paid by the Company in such transaction, 4% of the second $1,000,000 of consideration, 3%
of the third $1,000,000, 2% of the fourth $1,000,000 of consideration and 1% of the
remainder of the consideration. Consideration is defined and computed as the total sale
proceeds and other consideration received by the Company and its shareholders upon the
consummation of the transaction (including any contingent payment and payments made
in installments) inclusive of cash securities, notes, the fair value of leased interests
(including any purchase options), consulting agreements, agreements not to complete plus
the total value of liabilities assumed. The fee is payable in cash at the time of the closing
for such transaction.
              VI.     Independent Agent, Non-Exclusive. It is expressly agreed that
Consultant is acting as an independent contractor in performing services hereunder.
Consultant shall devote such time, attention and energies to the business as he deems is
required. Consultant shall not, during the term of this Agreement, thereby be precluded
from engaging in any other business activity, whether or not such business activity is
pursued for gain, profit, or other pecuniary advantage and is in direct or indirect
competition with the business activities of the Company. It is expressly understood that
Consultant is not, and shall not become, the agent for the Company and has no authority to
bind the Company to any agreement whatsoever. However, to the extent required in
order to properly conduct its evaluation, Consultant may enter a confidentiality agreement
on behalf of the Company with any third party. The Board of Directors of the Company
shall retain all responsibility and authority with respect to any matter for which Consultant
is retained and may, in its sole discretion, reject the advice and recommendations of
Consultant.
                VII. Non-Disclosure. Consultant shall not disclose or appropriate for its
own use, or for the use of any third party, at any time during the term of this Agreement,
any secret or confidential information of the Company or any of the Company's affiliates or
subsidiaries of which Consultant becomes informed during such period, whether or not
developed by Consultant, including, but not limited to, information pertaining to customer
lists, services, methods, processes, and operating procedures, except as required in
connection with Consultant's performance of the Agreement or as required by a
governmental authority.
                VIII. Indemnification. The Company shall hold Consultant harmless from
all matters, claims, liabilities, costs and expenses (including reasonable attorney's fees)
arising from the Company's acts or omissions under this Agreement.
                IX.    Assignment. The Company shall not voluntarily or by operation of
law assign or otherwise transfer the obligations incurred on its part pursuant to the terms
of this Agreement without the prior written consent of Consultant. Any attempted
assignment or transfer of its obligation without such consent shall not relieve the Company
of its obligations incurred pursuant to the terms of this Agreement.
                X.     Parties In Interest. Nothing in this Agreement, whether express or
implied, is intended to confer upon any person other than the parties hereto and their
respective heirs, representatives, successors and permitted assigns, any rights or remedies
under or by reason of this Agreement, nor is anything in this Agreement intended to
relieve or discharge the liability of any other party hereto.
                XI.    Notices. All notices or other communications provided for by this
Agreement shall be made in writing and shall be deemed properly delivered when (I)
delivered personally, or (ii) by the mailing of such notice to the parties entitled thereto,
registered or certified mail, postage prepaid to the parties at the address set forth above.
                XII. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes all prior contemporaneous agreements,
arrangements, negotiations and understandings between the parties hereto, relating to the
subject matter hereof. There are no other understandings, statements, promises or
inducements, oral or otherwise, contrary to the terms of this Agreement.                     No
representations, warranties, covenants or conditions, express or implied, whether by
statute or otherwise, any party forth herein has made other than as set hereto. No waiver
of any term, provision, or condition of this Agreement, whether by conduct or otherwise,
in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any
other provision hereof, whether or not similar, nor shall such waiver constitute a
continuing waiver, and no waiver shall be binding unless executed in writing by the party
making the waiver.
               XIII. Amendments. No supplement, modification or amendment of any
term, provision or condition of this Agreement shall be binding or enforceable unless
executed in writing by the parties hereto.
               XIV. Governing Law, Forum, Attorneys Fees. The validity of this
Agreement and the interpretation and performance of all of its terms shall be governed by
the substantive laws of the State of New York. The parties hereto agree that any suit,
action or proceeding arising out of or relating to this Agreement, shall be submitted to the
New York State Supreme Court, New York County for determination pursuant tot he New
York Simplified Procedure of Court Determination of Disputes and each party waives any
objection to the laying of the venue of such suit and irrevocably submits to the jurisdiction
of such Court.
                      If any legal action or other proceeding is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach or default in connection with
any of the provisions of this Agreement, the successful or prevailing party shall be entitled
to recover reasonable attorneys' fees incurred in this action or proceeding in addition to
any other relief to which he or it may be entitled.
                      IN WITNESS WHEREOF, the Company has caused this Agreement
to be signed by its corporate officer thereunto duly authorized, and the Consultant has
signed this Agreement, all as of the date first above written.

                                                  [COMPANY]

                                                  By: _______________________


                                                  _______________,




                                                  By: ______________________