MASTER CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is effective as of __________2010 (the “Effective Date”), between ______________a Corporation (“Owner”), and______________), a___________ (“Consultant”). Owner and Consultant may be referred to individually as a “Party” or collectively as the “Parties.”

WHEREAS, Owner desires to engage Consultant to perform, and Consultant desires to perform, certain consulting services (the “Services”) for Owner as further set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and the Parties intending to be legally bound, the Parties hereby agree as follows:

Services.

Appointment

. Owner hereby engages Consultant, and Consultant hereby agrees, to render to the best of its ability the services described on Schedule A (the “Services”) for Owner and its affiliates (a) in accordance with the time schedule set forth in Schedule A, (b) at the location of the Project and any other locations specified in Schedule A][NTD- include if Services are to be performed on site (c) exercising the degree of care and skill ordinarily exercised by reputable consultants performing the same or similar services in the same geographic area and (d) in compliance with such policies, procedures, rules and regulations as Owner may establish from time to time. Consultant shall keep Owner reasonably informed of the progress of Consultant’s performance of the Services.

Non-Exclusivity

. Consultant acknowledges that (a) Owner may use third parties through outsourcing and otherwise (“Third Party Servicers”) to provide various types of services including, without limitation, the types of services provided by Consultant and (b) nothing in this Agreement shall be deemed to grant Consultant the exclusive right to provide any of the Services. Consultant agrees to cooperate with each such Third Party Servicer to the same extent as Consultant is obligated to cooperate with Owner hereunder.

Term

. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall remain in effect as set forth in Schedule A or until terminated pursuant to the terms hereof.

Title; Work Product; Risk of Loss

Title to the Services and Work Product (as defined below) shall pass to Owner without the necessity of an instrument or other document evidencing such title (or if any such instrument or other document is required by Applicable Law, Consultant shall promptly, upon reasonable request therefor, deliver such instrument or other document to Owner) upon the earlier to occur of (i) payment by Owner therefor and (ii) the completion of the Services. Consultant warrants and guarantees that, upon such transfer of title and ownership, Owner shall have good and marketable title to and ownership of the Services and the Work Product free and clear of any and all liens created by Consultant of goods or services in connection herewith, except as expressly permitted by this Agreement.