CONSULTING AGREEMENT

This Consulting Agreement (the Agreement), effective __________, 20__ (the Effective Date), is entered into by and between __________, a _____________ with an address at __________ (Consultant), and [COMPANY], a [STATE] corporation with a place of business at [ADDRESS], USA (Company). Consultant and Company agree as follows:

1. Services and Payment.

a. Engagement.  Consultant agrees to use its best efforts to undertake and complete the services defined in Exhibit A attached hereto (the Services) in accordance with the descriptions and schedules specified therein. Consultant will report to the __________ of the Company.

b. Fees and Expenses.  As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Exhibit A. If Consultant is an individual, promptly after execution of this Agreement, Consultant shall deliver to Company a properly completed and duly executed Department of the Treasury IRS Form W-9 or, if Consultant is a non-U.S. person, a Department of the Treasury IRS Form W-8BEN (or other appropriate Form W-8).

2. Intellectual Property.

a. Inventions Assignment.  Company shall own all right, title and interest (including patent rights, copyright rights, trade secret rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), technologies, compounds, formulations, works of authorship, software, designations, specifications, designs, protocols, know-how, ideas, results, data and information that are made or conceived or reduced to practice, in whole or in part, by Consultant, and that arise out of the Services or that are based on or otherwise reflect any Proprietary Information (as defined below) (collectively, Inventions). Consultant will promptly provide and fully disclose all Inventions to Company. All Inventions are works made for hire to the extent allowed by law and, in addition, Consultant hereby makes and agrees to make all assignments necessary to accomplish the foregoing ownership. Consultant shall assist Company, at Company's expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact to act for and in Consultant's behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant.