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									                     INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is entered into as of
_________ __, 20____ (the “Effective Date”) by and between ______________, a
__________ [individual/corporation/partnership/etc.] (the “Contractor”), and
_______________________, a __________ [corporation/partnership/etc.] (the
“Company,” and together with the Contractor, the “Parties”).


       WHEREAS, the Company wishes to engage the Contractor as an independent
contractor for the Company for the purpose of completing certain specified tasks on the
terms and conditions set forth below; and

       WHEREAS, the Contractor wishes to provide the Services (as defined below) in
accordance with the terms of this Agreement; and

      WHEREAS, each Party is duly authorized and capable of entering into this

       NOW THEREFORE, in consideration of the above recitals and the mutual
promises and benefits contained herein, the Parties hereby agree as follows:

    1.         RESPONSIBILITIES.

         (a)      Of the Contractor. The Contractor agrees to do each of the following:

                  A. Perform the Services set forth in Exhibit A attached hereto and made a
                     part hereof (collectively, the “Services”).

                  B. Devote as much productive time, energy, and ability to the
                     performance of its duties hereunder as may be necessary to provide the
                     required Services in a timely and productive manner.

                  C. Perform the Services in a safe, good, and workmanlike manner by
                     fully-trained, skilled, competent, and experienced personnel using at
                     all times adequate equipment in good working order.

                  D. Communicate with the Company regarding progress the Contractor
                     has made in performing the Services.

                  E. Supply all tools, equipment, and supplies required to perform the work
                     under this Agreement, except to the extent that the Contractor’s work
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