This is a Consulting Agreement designed for a situation where a Consultant will seek out a buyer for the entire assets of a company. The Consultant's fee is set at 10% of the sale price.

The agreement also allows for the Consultant to provide interim executives to be used by the Company during the sale.

Contemplating a Consultant facilitating the Sale of a Company

This Agreement is made as of DATE, by and between -INSERT A COMPANY OR REAL PERSON WHO WILL SERVE AS CONSULTANT-(hereinafter referred to herein as “Consultant”) and -INSERT COMPANY BEING SOLD- (hereinafter referred to as “Company”).

NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties mutually agree as follows:

1. The Company hereby retains Consultant and Consultant hereby agrees to act as
an exclusive consultant to the Company, upon the terms and conditions set forth
herein, including without limitation, seeking potential investors, partners or
acquirers (“Purchaser”) to whom the Company will directly or indirectly, merge,
consolidate, sell or transfer all or part of the stock and/or assets of the Company
or would have the effect, directly or indirectly, of any of the foregoing (collectively
“Transaction” or “Transactions”).

2. Upon Consultant introducing a Purchaser to the Company in connection with a
Transaction, such Transaction shall be subject to the terms and conditions of this

3. The term of this Agreement shall commence on the date first above written and
terminate twelve (12) months after the date hereof (“Term of Agreement”).

4. During the Term of Agreement the Company shall not employ any other person
or entity to engage in or bring a Transaction to the Company.

5. In its role as a consultant, Consultant shall have no authority to obligate or bind
the Company to any third party or Purchaser or incur any expenses or obligations
on behalf of the Company.

6. For purposes of this Agreement, the following terms shall have the following
(a) “Consideration” shall mean all payments received by the Company, in
connection with a Transaction with a Purchaser in the form of cash,
stocks, notes or other securities, equity investment, funded debt (assumed
or paid-off), funded development contracts, leases, royalties, licenses or
any other similar form of consideration received by the Company in a

(b) “Introduced” shall mean, Consultant giving the name of a Purchaser to the Company by a notice either given personally or as otherwise provided for in this Agreement.

(c) “Grace Period” shall mean the period commencing after the Term of
Agreement and lasting for three (3) years thereafter.

7. For all services to be rendered hereunder by Consultant, the Company shall pay
a fee, payable as provided for herein, equal to ten (10%) percent of the total
Consideration paid by a Purchaser Introduced to the Company by Consultant
upon the consummation of a Transaction (“Fee”), provided that:
(a) a Transaction is commenced during the Term of this Agreement or the
Grace Period and is consummated anytime thereafter; or
(b) Negotiations between the Company and a Purchaser are reopened during
the Grace Period provided that such Purchaser was Introduced to the
Company during the Term of Agreement and a Transaction is
consummated anytime thereafter.

8. With respect to the payment of the Fee, if the Consideration received by the
Company in a Transaction with a Purchaser is, in whole or in part, other than
cash (“Non-Cash Consideration”), Consultant shall receive its Fee in cash and/or
Non-Cash Consideration in the same proportion as the cash and/or Non-Cash
Consideration is received by the Company. If the Consideration received by the
Company is solely in the form of the Non-Cash Consideration, then Consultant
shall be paid its Fee only in the form of the Non-Cash Consideration. In the event
that the Consideration or any part thereof to be received by the Company shall
be in installments, the Fee payable to Consultant shall be nevertheless paid to
Consultant in full and in cash only at the closing. In the event that any part of the
Consideration to be paid to the Company shall be contingent for any reason, then
upon the occurrence of any such contingency the Fee attributable thereto shall
be promptly paid by the Company.

9. Consultant acknowledges that the Company has made contacts with certain
parties in connection with the sale of its business. A list of all such parties is
attached hereto as Exhibit A and made a part hereof. An Introduction of a
Purchaser who is named on such list shall not result in the Consultant receiving a

10. The Company (which for purposes of this paragraph shall mean any parent,
subsidiary or “Affiliate” of the Company as such term is defined in the Securities
Act of 1933, as amended, and any officer director, shareholder, employee, agent,
consultant, partner, joint venturer, family member, proprietor, manager, advisor
and associate of the Company and any other entity, person, or third party in any
way associated with the Company) agrees that it will not engage, directly or
indirectly, in any action either with or without the Purchaser, the effect of which
would be to avoid, reduce or circumvent (or have the effect of avoiding, reducing
or circumventing) the payment of the Fee due to Consultant hereunder or the intent or purposes of this Agreement or the transactions contemplated hereby. Not in limitation of the foregoing, the Company, with or without the “Purchaser” (which for purposes of this paragraph the term “Purchaser” shall mean any parent, subsidiary or “Affiliate” of Purchaser as such term is defined in the Securities Act of 1933, as amended, and any officer director, shareholder, employee, agent, consultant, partner, joint venturer, family member, proprietor, manager, advisor or associate of Purchaser or any other entity, person, or third party in any way associated with Purchaser) shall not engage in any activities prohibited in the first sentence of this paragraph.

11. The Fee to be paid to Consultant shall in no event exceed more than ten (10%)
percent of the Consideration paid to the Company. In the event the Purchaser
pays any amount of the Fee to Consultant, such amount shall be deducted from
the Fee to be paid to Consultant by the Company.

12. As additional services to be rendered by Consultant hereunder, upon the closing
of the Transaction with a Purchaser the Consultant will offer the services of
(hereinafter referred to as Interim Executive) and (hereinafter referred to as Marketing Executive) to perform the following services to the Purchaser for a period of two (2) years from the date of closing of the
(a) Interim Marketing Executive – Interim direct marketing and sales
(b) Interim Executive – Interim general executive and administrative.
(Together hereinafter referred to as the “Executives”)

Consultant will enter into an agreement with the Purchaser with respect to the
services provided above which will be on such terms and conditions as are
mutually agreeable to Purchaser and Consultant but in no event shall Purchaser
be required to pay any compensation to Consultant for the services received by
the Interim Executive

13. The Purchaser will acknowledge that both the Executives have significant other
outside interests and therefore the services to be performed by them shall be on
a part-time basis and may be rendered by telephone, email or correspondence.
Nothing shall require Interim Executive or Interim Marketing Executive to do any
traveling unless specific arrangements are, agreed to in advance mutually
acceptable to all parties in their sole discretion. In no event shall the Executives
be required to devote more than four (4) hours in any week in rendering their
services to Purchaser. All out-of-pocket expenses of the Executives shall be
reimbursed monthly by the Purchaser.

14. The Company shall be responsible for all of its costs associated with closing a
Transaction, including, but not limited to, legal, accounting, other professional
services, appraisals, travel and applicable fees and taxes.

15. The Company represents, warrants and covenants to Consultant that it has not
and will not during the Term of Agreement deal with any co-broker, partner,
associate, co-finder or any other person who may claim entitlement to a broker’s
or finder’s fee, commission or similar compensation in connection with a
Transaction and/or a Purchaser or otherwise under this Agreement or any of the
transactions contemplated hereby, and that insofar as the Company’s dealings or
negotiations are concerned, no broker, partner, associate or co-finder, or any
other person is entitled to any finder’s or broker’s fee, commission or similar
compensation in connection with any Transaction.

16. The Company hereby agrees to indemnify, save, and hold Consultant and
“Consultant’s Personnel” (as hereinafter defined) free and harmless from and
against any and all liabilities, claims, causes of action, suits, damages, and
expenses, (including reasonable attorneys’ fees) for which Consultant and/or the
officers, directors, shareholders, employees, agents, attorneys, and
representatives of Consultant (“Consultant’s Personnel”) may become liable or
which Consultant and/or Consultant’s Personnel may incur or be compelled to
pay in any action or claim against Consultant and/or Consultant’s Personnel for
or by reason of any breach of any covenant, warranty, or representation by the
Company herein contained, or any acts by the Company or any of its officers,
directors, shareholders, employees, agents, representatives or Affiliates, whether
by omission or commission, which are in breach of the terms and conditions
imposed upon the Company hereunder or which result in any way from the
Company’s dealings with a Purchaser. Consultant and/or Consultant’s Personnel
shall immediately notify the Company in writing specifying the name of the
claimant and the details of the claim and will promptly forward to the Company,
after receipt thereof, any summonses, pleadings, and papers of any kind relating
to such liability, claim, cause of action, suit, damage or expense. Consultant
and/or Consultant’s Personnel shall designate counsel to defend any such claim
on behalf of Consultant and/or Consultant’s Personnel. The Company shall
cooperate fully with Consultant and/or Consultant’s Personnel in any such action
Consultant and/or Consultant’s Personnel may take. With respect to any
payments required to be made to Consultant and/or Consultant’s Personnel
hereunder, the Company shall, within fifteen (15) days after receipt of notice,
make such payment or reimburse Consultant and/or Consultant’s Personnel,
whichever the case may be.

17. The Company agrees to provide to the Consultant, sufficient information
(“Information”) regarding the business and financial affairs of the Company so
that Consultant can use such information to obtain Purchasers. The Company
represents, warrants and covenants to Consultant and any Purchaser that such
Information furnished or to be furnished by Company pursuant to the provisions
of this Agreement or in connection with the transactions contemplated hereby,
does not contain as of the date given or will contain as of the closing of a Transaction any untrue statement of a fact or omits or will omit to state any fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

18. Except as provided for herein, this Agreement constitutes the entire agreement
between the parties hereto relating to the matters set forth herein and
supersedes any prior oral and/or written agreements, understandings,
negotiations or discussions of the parties. No supplement, modification, waiver,
or termination of this Agreement or any provision hereof shall be binding unless
executed in writing by theparties to be bound thereby.

19. No waiver of any provision of this Agreement shall be effective unless in writing
and signed by the party entitled to enforce such provision. Any waiver by a party
of any violation of, breach of or default under any provision of this Agreement,
shall not be construed as, or constitute, a continuing waiver of such provision, or
waiver of any other violation of, breach of or default under any other provision of
this Agreement.

20. All notices and other communications between the parties relating to this
Agreement shall be in writing, and shall either be sent by overnight delivery service,
delivered by hand or electronically to the email address stated below-return receipt request. Such notice shall be deemed effective on the date delivered
to the address set forth below. Any such notices or communications shall be
addressed to the parties at the addresses set forth below (or such other office or
address designated by such party to such other parties by written notice), as
(a) If to Consultant:

(b) If to Company:

21. The invalidity or unenforceability of any paragraph, term, or provision hereof in no
way shall affect the validity or enforceability of the remaining paragraphs, terms,
or provisions hereof. In addition, in any such event, the parties hereto agree that
it is their intention and agreement that any such paragraph, term, or provision
which is held or determined to be unenforceable as written nonetheless shall be
in force and binding to the fullest extent permitted by law, as though such
paragraph, term, or provision had been written in such a manner and to such an
extent as to be enforceable under the circumstance.

22. All of the terms and provisions of this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, executors,
administrators, transferees, successors, and assigns, except that the Company
shall have no right to assign any of his rights, duties or obligations to any other

23. This Agreement shall be governed and construed under the laws of the State of
New York without giving effect to any choice of law or conflict of law provisions or
rules (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

24. Each of the parties hereto consents to the jurisdiction of the Supreme Court of
the State of New York and the Federal District Court for the Southern District of
New York for all purposes in connection with the enforcement of any rights
arising hereunder. Each of the parties hereto further consents that any process
or notice of motion or other application of either of said courts or a judge thereof,
or any notice in connection with any proceedings hereunder, may be served
inside or outside the State of New York or the Southern District of New York by
registered or certified mail, return receipt requested, or by personal service,
provided that a reasonable time for appearance is allowed, or in such other
manner as may be permissible under the rules of said courts. This paragraph
shall control with respect to the enforcement of any rights hereunder.

25. Nothing expressed or implied in this Agreement is intended, or shall be
construed, to confer upon or give any person or entity other than the parties
hereto, any rights, benefits or remedies under or by reason of this Agreement.

26. The parties herein each agree that, from time to time, they will execute and
deliver any and all additional and supplemental agreements, documents, and
instruments and do such other acts as may be necessary or desirable to carry
out the intents and purposes of this Agreement and the consummation of the
transactions contemplated hereby and thereby.

27. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one and the
same instrument. A facsimile or copy of an original, fully executed copy of this
Agreement shall be deemed for all purposes under this Agreement and otherwise
as an originally executed copy of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

The Company

By: __________________________



The Consultant



List entities which the Company has engaged regarding a Transaction prior to the date
of this Agreement below:

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