INDEPENDENT CONTRACTOR AGREEMENT

1.

Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth in Schedule A, and the Contractor hereby accepts such engagement.

2.

Duties, Term, and Compensation. The Contractor’s duties, term of engagement, facilities, compensation and provisions for payment thereof shall be as set forth in Schedule A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference.

3.

Expenses. During the term of this Agreement, the Contractor shall bill and the Company shall reimburse him for all approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder as described in Schedule A Expenses for the time spent by Contractor in traveling to and from Company facilities shall not be reimbursable.

4.

Written Reports. The company may request that project plans, progress reports and a final results report be provided by Contractor on a monthly basis. Any such report shall be in such form and setting forth such information and data as is requested by the Company.

5.

Inventions. Any and all inventions, discoveries, developments and innovations conceived by the Contractor during this engagement relative to the duties under this Agreement shall be the exclusive property of the Company, and the Contractor hereby assigns all right, title, and interest in the same to the Company. Any and all inventions, discoveries, developments and innovations conceived by the Contractor prior to the term of this Agreement and utilized by him in rendering duties to the Company are hereby licensed to the Company for use in its operations and for an infinite duration. This license is non-exclusive, and may be assigned without the Contractor’s prior written approval by the Company to a wholly-owned subsidiary of the Company.

6.

Confidentiality. The Contractor acknowledges that during the engagement s/he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company. Therefore, the Contractor is bound by the terms of the Company’s confidentiality and Proprietary Rights Agreement (Schedule B).

7.

Conflicts of Interest; Non-hire Provision. The Contractor represents that she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the contractor, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which she does not have a proprietary interest. During the term of this agreement, the Contractor shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company. For a period of six months following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage to leave the Company’s employment, any employee, consultant, or contractor of the Company or hire any such employee, consultant, or contractor who has left the Company’s employment or contractual engagement within one year of such employment or engagement.

8.

Right to Injunction. The parties hereto acknowledge that the services to be rendered by the Contractor under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Contractor of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Contractor expressly agrees that the Company shall be entitled in injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Contractor. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive or any other or of any right or remedy allowed by law.

9.

Merger. This Agreement shall be terminated by the merger or consolidation of the Company into or with any other entity or if the Company ceases operations.

10.

Termination. Either party may terminate this Agreement at any time by 15 business days written notice to the Contractor. In addition, if the Contractor is convicted of any crime or offense, fails or refuses to comply with a directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or, materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.

11.

Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venture with the Company for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.