CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is entered into as of __________, 19___, by and between _______________________ (the "Company"), and Janis Girven (the "Consultant").

RECITALS

1. Consultant has expertise in the area of web development for an online business presence and is willing to provide such services to the Company.

2. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein.

AGREEMENT

In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:

1. Engagement.

a. The Company hereby engages Consultant to render, as an independent contractor, the following computer related services:

1). General Description of Services to be Rendered: _________________________________________________________________________________________________________________________________________________________________________________________________________________________________

2). Detailed Description of Services to be Rendered:

Proposed

Completion Delivery

Date Date

a). Design Prototype showing overlying structure minus

content of the web page(s) ________ ________

b). Integrated Images ________ ________

c). Visitor tracking tools including a form ________ ________

and/or guestbook

d). Open Database Connectivity Components ________ ________

e). Establish channel of distribution – web hosting company ________ ________

f). Register Domain Name with Network Solutions ________ ________

g). List Web Page(s) with Search Engines ________ ________

b. Consultant hereby accepts the engagement to provide consulting services to Company on the terms and conditions set forth herein.

c. Consultant shall keep and twice weekly provide the company with a log describing progress of work activities.

2. Compensation. Contractor will be paid for Work performed under this Agreement as follows:

An intial 20% deposit of _______________________________will be paid on____________

And a final balance of_______________________________will be paid on______________.

3. Representations and Warranties. Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant's undertaking this relationship with the Company, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iv) that Consultant has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement.

4. Indemnification. Consultant hereby indemnifies and agrees to defend and hold harmless the Company from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting therefrom, including court costs and reasonable attorneys' fees, arising out of or relating to the services performed by Consultant under this Agreement or the representations and warranties made by Consultant pursuant to the above paragraph.

5. Entire Agreement. This Agreement, contains the entire understanding and agreement between the parties hereto with respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof.

6. Amendment. This Agreement may be amended only by a writing signed by Consultant and by a representative of the Company duly authorized.

7. Agreement to Perform Necessary Acts. Consultant agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.

8. This Agreement may be assigned by Consultant without the Company's prior written consent. This Agreement may be assigned by the Company in connection with a merger or sale of all or substantially all of its assets, and in other instances with the Consultant's consent which consent shall not be unreasonably withheld or delayed.

9. Compliance with Law. In connection with his services rendered hereunder, Consultant agrees to abide by all federal, state, and local laws, ordinances and regulations.

10. Independent Contractor. The relationship between Consultant and the Company is that of independent contractor under a "work for hire" arrangement. All work product developed by Consultant shall be deemed owned and assigned to Company. This Agreement is not authority for Consultant to act for the Company as its agent or make commitments for the Company. Consultant will not be eligible for any employee benefits, nor will the company make deductions from fees to the consultant for taxes, insurance, social security, bonds or the like. Consultant retains the discretion in performing the tasks assigned, within the scope of work specified.

11. Taxes. Consultant agrees to pay all appropriate local, state, federal taxes and social security taxes.

12. Governing Law. This Agreement shall be construed in accordance with, and all actions arising hereunder shall be governed by, the laws of the State of Maryland.

Company:	Consultant:
By:
Title:	Address:
Company Name:
Company Address: