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THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Customer").

In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree to an exchange of equity in the party is trading equity, Customer or Company for Insert the service, product, or other description of what is being traded under the following terms and conditions:

General Terms

Company shall, during the Term (as defined below) accept from Customer, as a substitution for compensation, equity in the form of Insert relevant information about the types of shares or transfer of such here. Examples include: # Shares of Series E Preferred Stock, at $price per share and in accordance with the Company Common Stock Agreement, attached hereafter, etc. For all of Company's services under this Agreement, Customer shall compensate Company, in (cash/equity), pursuant to the terms of Exhibit A attached hereto. Exhibit A should include whether the compensation is 100% in equity or a combination of the two.

An example of such would be as follows:

"For all of Company's services under this Agreement, Customer shall compensate Company at $80/hour, of which $60 shall be made in the form of cash and $20 shall be made in equity in the form of stock. Insert relevant information about the types of shares or transfer of such here. Example: Shares of Series E Preferred Stock, subject to adjustment for dilution, in accordance with the Company Common Stock Agreement.

Term of Service

Term of this Agreement shall commence on Start Date and shall continue in full force and effect until terminated by either party upon at least ninety (90) days prior written notice. Absent a termination notice, no event (except breach) may terminate this Agreement prior to End Date.

Exempt Expenses, Fees, or Licenses

Company will be reimbursed in cash for any expenses incurred in connection with the Services or work performed, subject to Customer's prior approval of such expenses.

General Provisions

Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

2 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of these obligations under this Agreement without Customer's prior written consent.

3 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

4 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

5 No Right to Assign

Company has no right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of Customer, which consent can be withheld for any reason. Customer may freely assign Customer's rights and obligations under this agreement.

6 Payments

In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Company has the right to withhold Services, remove work product from Company-owned resources, or seek legal remedy until payment in full is received, plus accrued late charges of 1 1/2% per month.

7 Mutual Nondisclosure of Compensation

Both parties agree not to disclose to any third party the compensation terms contained within this Agreement. Neither party shall be held responsible for information that has been made available to the public as a requirement of the Company Common Stock Agreement.

8 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees. The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below.