Independent Contractor AgreementTHIS AGREEMENT IS ENTERED INTO BY:

* (“the Company”)

- and –

*(the “Consultant”)

BECAUSE:

A. The Consultant is in the business of providing independent consulting services within the industry in which the Company operates; and

B. The Company wishes to retain the services of the Consultant for itself and to assist with the needs of the Company’s clients;

NOW THEREFORE IN CONSIDERATION of the sum of $1.00 now paid by each party to the other, the mutual terms and conditions contained in this Agreement, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties agree as follows:

Appointment

1. The Company may retain the Consultant from time to time to perform the Services as and when required by the Company during the term of this Agreement. The Company is not required to retain the Consultant at any time or for any amount of time.

2. The parties agree that this Agreement will govern the terms and conditions under which the Consultant will perform the Services each time the Consultant is requested to perform Services during the term of this Agreement.

Services

3. The Consultant agrees to be available to the Company to provide the following services to the Company and, when applicable, to its clients:

*insert detailed description of services to be provided (the “Services”).

Additional and/or more specific services may be attached to this Agreement from time to time as Schedule “A”, and such services are hereby included as part of the Services.

4. If any other services are provided by the Consultant which are similar to or consistent with the Services, but are not specifically within the definition of the Services as defined in this Agreement, and no new agreement is entered into with respect to the provision of such other services, then the “Services” as defined in this Agreement will be deemed to include such other services.

- 2 -

Term

5. This Agreement will commence . . .

. . . upon it being signed by both parties . . .

or

. . . on *insert date. . .

. . . and will continue in full force and effect . . .

. . . until terminated by either party as provided in this Agreement.

or

. . . for * months/*years ending on *insert date, unless earlier terminated by either party as provided in this Agreement.

Examples:

This Agreement will commence upon it being signed by both parties and will continue in full force and effect until terminated by either party as provided in this Agreement.

or

This Agreement will commence on *insert date and will continue in full force and effect for *months/*years ending on *insert date, unless earlier terminated by either party as provided in this Agreement.

Payment and Invoicing

6. The Company agrees to pay the Consultant at a rate agreed to between the parties from time to time. At the time of entering into this Agreement, the parties acknowledge and agree that the rate will be $* *per hour/*per working day, together with any out-of-pocket expenses permitted by this Agreement.

or

The Company agrees to pay the Consultant at a rate agreed to between the parties from time to time. At the time of entering into this Agreement, the parties acknowledge and agree that the payment terms and schedule will be as follows: $*.

Example: The Company agrees to pay the Consultant $5,000.00 for the performance of the Services during the term of this Agreement. This amount will be paid by the Company paying the Consultant $500.00 per month upon the receipt of monthly invoices over a period of 10 consecutive months beginning on the first day of December, 2005, and continuing on the first day of each successive month until the full $5,000.00 has been paid, together with any out-of-pocket expenses permitted by this Agreement.

7. The Consultant will provide the Company with an invoice for the performance of the Services every * days/*weeks *or upon completion of the Services.

- 3 -

orThe Consultant will provide the Company with an invoice for the performance of the Services on or about the last day of each month during which the Consultant performed any Services.

8. Payment of the invoiced amount will be. . .

. . . due upon the Company’s receipt of the invoice.

or. . . due on the *30th day of the month following the date of the invoice.

or. . . due within * days of the date that the Company receives the invoice.

or The Company will provide will provide payment within * days of the date the invoice was

received by the Company.

9. The Company acknowledges and agrees that if an invoice is not paid within the time provided, interest will accrue on the invoice at the rate of *24% per year (*2% per month).

10. Goods and Services Taxes, or such other applicable taxes, which may be payable by the Company with respect to the performance of the Services have not been included in the prices and fees quoted. The Consultant will advise the Company of its taxation registration number(s) immediately upon the Company’s request.

or Goods and Services Taxes will not apply to the invoices.

11. All amounts payable under this Agreement will be in Canadian currency.

or All amounts payable under this Agreement will be in the currency of the country in which the

Services are performed.

Expenses

12. The Consultant assumes responsibility for any and all expenses arising from this Agreement, except that the Company will pay for or reimburse the Consultant for . . .

. . . those expenses that are specifically agreed in writing to be paid by the Company upon receipt of invoices.

or. . . actual out-of-pocket expenses, if any, which are reasonably incurred by the Consultant for travel, meals and lodging relating to any Services which are performed on behalf of the Company or its clients * miles or more outside of *’s municipal limits).

or

- 4 -

. . . a travel allowance of *¢ per kilometre travelled by the Consultant in association with performing the Services at such distant locations which have been previously agreed to in writing by the Company.

Assistants (Note: If the Consultant is a Corporation, it will have to hire at least one Assistant – the actual individual doing the work – consider the third option below.)

13. The Consultant may hire or appoint any employees, servants, assistants, contractors, sub-contractors, agents or any other persons hired by the Consultant (the “Assistants”) to work on behalf of the Consultant.

or

The Consultant is not permitted to hire or appoint any employees, servants, assistants, contractors, sub-contractors, agents or any other person (the “Assistants”) to work on behalf of the Consultant, without first obtaining the written consent of the Company.

or (The following Clause should only be considered if the Consultant is a Corporation)

The Consultant may not hire or appoint any employees, assistants, sub-contractors, agents or any other persons to work on behalf of the Consultant, other than the *President of the Consultant, *John Smith (the “Assistant”), as all of the Services must be performed directly by *John Smith, and by no other person.

or (The following Clause should only be considered if the Consultant is an Individual)

The Consultant may not hire or appoint any employees, assistants, sub-contractors, agents or any other persons to work on behalf of the Consultant, as all of the Services must be performed directly by the Consultant, and by no other person.

(If you use the last optional clause above indicating that no Assistants can be hired, then you can delete the following four clauses, and delete any references to the “Assistants” in other clauses within the remaining clauses of this sample agreement.)

14. If the Consultant hires one or more Assistants to perform the Services in accordance with this Agreement, then as a condition of the Consultant using, and continuing to use, such Assistants:

a) the Assistants are bound by the terms of this Agreement, and if requested by the Company, each of the Assistants must first enter into a written agreement with the Company which is substantially similar to this Agreement;

b) the Consultant is entirely responsible for the hiring, remuneration, compensation and supervision of the Assistants; and

c) the Consultant will, in all respects:

i. be responsible for the direction and control of the Assistants; and

ii. be and remain liable for the Assistants’ actions or inactions.

15. The Consultant will not be compensated for any services performed by any of the Assistants who have not complied with the terms of this Agreement.

- 5 -

16. The Consultant hereby acknowledges and agrees that it is solely responsible for the Assistants, and any indemnity referred to in this Agreement will extend to the acts or failures of any Assistants or any other parties for whom the Consultant is responsible at law.

17. All references in this Agreement to the Consultant with respect to the Consultant’s obligations, responsibilities, representations, warranties, liabilities and indemnities are deemed to include the Assistants, whether or not Assistants are expressly mentioned.

Performance of Services

18. The Consultant represents and warrants that the Consultant has the necessary skill and competence to perform the Services, and that the Services will be performed in a competent and professional manner which is consistent with the policies and directives of the Company and in accordance with the best modern methods, standards and practices, in full compliance with the terms of this Agreement and in a manner which is in the best interests of the Company and its clients.

19. Except as provided by this Agreement, the Consultant will be free to determine the manner or prescribe the method of performing the Services, and to determine the hours of the day during which the Consultant will perform the Services. However, the Consultant agrees that, to the extent possible, the Consultant will be available to the Company during normal business hours, or at any other specified times as and when reasonably requested by the Company and agreed to by the Consultant.

20. The Consultant will make any reports to the Company or any authorized agency of government as may be requested by the Company or otherwise required from time to time.

21. If the Consultant suffers an illness or personal emergency, then the Consultant will have the right to suspend the performance of the Services until such time as the Services can be rescheduled at a mutually agreeable time. The Consultant agrees to give the Company at least eight hours notice of any illness or personal emergency resulting in the Consultant’s need to postpone any Services.

22. If the Company or a client is not satisfied with the Consultant’s performance of the Services for any reason, then the Consultant agrees to immediately cease doing any work for the Company or its client, and to immediately vacate the Company’s premises or, if applicable, the client’s premises, upon being requested by the Company or its client to do so.

23. The Consultant agrees that the Company may conduct periodic performance appraisals, either by direct evaluation or through client feedback, and the Consultant agrees to make any reasonable adjustments requested to the Consultant’s practices and approaches, and to attend at any training seminar as may be requested by the Company, at the expense of the Company.

Compliance with the Law and Licenses

24. The Consultant will at all times, in the performance of this Agreement, comply with and obey all applicable laws, regulations, rules and standards imposed by any board, body or government agency having authority over the Consultant in the performance of the

- 6 -

Services and, in particular, the Consultant will obtain, at the Consultant’s own cost, any licenses, permits or registrations which may from time to time be required by any (*governmental) authority to carry on the Consultant’s business or perform the Services. At the request of the Company, the Consultant will provide proof of such licenses, permits and registrations to the Company.

Warranty

25. Once any Services have been completed, the Consultant will, as soon as possible, repair any defects or faulty material or workmanship discovered by the Company or any of its clients and reported in writing to the Consultant within * days after the Services have been completed.

or

For greater certainty, there is no warranty, express or implied, with respect to any materials used in providing the Services. To the extent possible, the Consultant will attempt to assist the Company in obtaining the benefit of any manufacturer’s warranties pertaining to any defective materials. Any costs incurred by the Company in this regard will be borne solely by the Company.

*Equipment

26. The Consultant will use its own equipment or lease equipment from the Company (the “Equipment”).

27. The Consultant is responsible for and will, at its own expense, maintain and keep the Equipment in good, clean and safe working condition in conformity with the laws of all jurisdictions in which the Equipment is used. The Consultant will allow the Company, at all reasonable times, to inspect any Equipment the Consultant uses pursuant to this Agreement.

28. The Consultant will ensure that all licences are affixed or otherwise properly carried during the performance of the Services.

*Qualified Drivers

29. The Consultant is and will be a person who qualifies under, and complies with, all laws and regulations in the jurisdiction in which he drives and who complies with the terms of this Agreement.

30. In the event that a person ceases to be a qualified driver as prescribed by this Agreement, the Consultant will immediately replace such person with someone who is qualified and authorized as an Assistant under this Agreement. Such replacement will be at the expense of the Consultant.

Company’s Covenants

31. The Company agrees that it and all of its representatives, agents, employees and sub-contractors will perform all work on the project site in accordance with all applicable laws, including, without limitation, the Occupational Health and Safety Act (Alberta), and all regulations, rules and standards imposed by any board, body or government

- 7 -

agency having authority over the Company and its representatives, agents, employees and sub-contractors.

32. The Company agrees to maintain a safe and healthy work site.

33. The Company agrees to provide timely approval of all purchases reasonably required to be made by the Consultant.

34. The Company agrees to arrange and attend weekly meetings with the Consultant.

35. *The Company agrees to ensure that all work that could affect the provision of the Services will be properly completed before the commencement of the Services, in accordance with all applicable laws, regulations, rules and standards imposed by any board, body or government agency, including all applicable building codes. If any such work has not been completed in accordance with this Agreement, then the Company will make immediate arrangements to rectify any deficiencies.

Ownership of Materials

36. The Consultant acknowledges and agrees that it will obtain no right, title or interest in the copyright or other proprietary rights in any materials, of any nature, which are owned or created by the Company, in whole or in part.

(Option A: the Company owns materials created by the Consultant)

37. The Consultant acknowledges and agrees that all right, title and interest, including any copyright or other intellectual property rights, in and to any contributions or materials and data created or provided by the Consultant on behalf of the Company, including the works, creations, designs, drawings, innovations, discoveries, inventions, and realizations, as well as their adaptations, improvements and modifications, whether such are protected or not by any applicable law when made, conceived, created or realized by the Consultant, in whole or in part, during the term of and pursuant to this Agreement (the “Contributions”), are the sole and entire property of the Company;

a) The Consultant agrees to and does hereby assign to the Company all of the Consultant’s right, title and interest in any and all Contributions. At the expense of the Company, the Consultant will render whatever assistance may be necessary for the Company to secure the patent, copyright, trademark or other such protection for the Contributions or for any material associated with it; and

b) The Company will retain all proprietary interests in the Contributions, and the Consultant’s right to use the Contributions is limited by the terms of this Agreement, and any use or reproduction of such by the Consultant, in whole or in part, is strictly prohibited, except as is expressly permitted by this Agreement or with the prior written consent of the Company.

or (Option B: the Consultant owns materials created by the Consultant)

The Company agrees that all right, title and interest, including any copyright or other intellectual property right, to any materials, designs and data created or provided by the

- 8 -

Consultant for use pursuant to this Agreement (the “Contributions”) will be retained by the Consultant . . .

. . . ; however, the Consultant acknowledges and agrees that the Company may forever fully use and enjoy the Contributions for the operation of its business, at no cost to the Company.

or. . . , and any use or reproduction of such by the Company, in whole or in part, is strictly prohibited except with the prior written consent of the Consultant.

Compare the first three clauses under the Confidentiality and Non-Solicitation heading below with the first two clauses under the same heading of the sample Independent Contractor Agreement included with this Kit (hard copy only).

Confidentiality and Non-Solicitation

38. The parties acknowledge and agree that:

a) all names and details about any of the Company’s customers and clients, and all information, documentation, records and data received by the Consultant relating to the Company’s programs, business or services are confidential; and

b) the Consultant will acquire knowledge and confidential and proprietary information which relates to the conduct and details of the Company and which will result in irreparable injury to the Company if it were disclosed to any other person

(subclauses a) and b) above are referred to together as the “Confidential Information”).

39. The Consultant will not do any of the following for any purposes other than those of the Company, without the express prior written approval of the Company:

a) copy, deal with, exploit or otherwise use all or any part of the Confidential Information;

b) disclose or reveal, directly or indirectly, all or any part of the Confidential Information to any person; or

c) attempt to direct any employees, customers or clients away from the Company, directly or indirectly.

40. The Consultant will assume full responsibility and liability for any unauthorized use of the Confidential Information by any person, firm or corporation to whom the Consultant may have disclosed the Confidential Information, directly or indirectly.

41. Except as otherwise permitted by this Agreement, the Consultant will not perform any Services directly or indirectly for or on behalf of any of the Company’s former, existing or proposed customers or clients in any manner whatsoever during the period commencing on the date of this Agreement and ending at any time within the period of *months/years following the termination of this Agreement without the prior written approval of the Company.

- 9 -

42. The Consultant has carefully read and considered the provisions of this Agreement pertaining to non-disclosure and non-solicitation and, having done so, agrees that the restrictions set forth in this Agreement are fair and reasonable, and are reasonably required for the protection of the interests of the Company. The Consultant further acknowledges that the inclusion of the non-disclosure and non-solicitation covenants contained in this Agreement form part of the consideration for this Agreement and that without such covenants, the Company would not have entered into this Agreement.

43. The Consultant agrees that, in addition to all other remedies available to the Company at law or in equity, the Company will be entitled to equitable relief, including injunctions and specific performance, in the event of any breach of this Agreement by the Consultant.

Workers' Compensation *Delete the Inapplicable Party

44. Unless the parties otherwise agree in writing, the Consultant/the Company will be solely responsible for any payments to and/or assessments from the Workers' Compensation Board involving the Consultant (*or the Assistants, if applicable). If requested by the Company, the Consultant will immediately provide the Company with proof of the Consultant’s exemption from Workers’ Compensation requirements or registration with all applicable Workers’ Compensation Boards relating to the Consultant, as the case may be.

Relationship of the Parties

45. The parties acknowledge that the relationship created by this Agreement is not an employer/employee relationship and, therefore, the is not an employee of the Company, but that the Services are provided to the Company by the Consultant as an independent contractor.

46. The Consultant remains self-employed, and the Company is not responsible for any statutory remittances or withholdings or for providing any employee benefits or entitlements (*, including with respect to any compensation which the Consultant may pay to any of the Assistants, if applicable).

47. The Consultant will file all necessary documents and pay all taxes, remittances, E.I. premiums, pension and other statutorily required payments on behalf of the Consultant.

48. The Consultant agrees to indemnify the Company for any and all amounts payable by the Consultant which are claimed by any government body in the event that it is determined that any taxes, remittances, E.I. premiums, Canada Pension Plan premiums, Workers’ Compensation Board premiums or other statutorily required payments on behalf of the Consultant:

a) are payable by the Consultant, and should have been withheld or paid by the Company; and

b) were not paid by the Consultant.

In no event will the Consultant be liable to pay any penalties or interest which may be levied by a government body against the Company, or to pay for the Company’s portion of any payment claimed by a government body.

- 10 -

49. Except as provided by this Agreement, the Company does not have the right to and will not control or attempt to control the manner or prescribe the method of performing the Services. The Consultant will be held responsible for performance according to the terms of this Agreement only.

Costs, Expenses, Premiums, Fees and Fines

50. Except as otherwise provided by this Agreement, the Consultant is responsible for and will pay any and all costs, expenses, premiums, fees and fines related to any acts of the Consultant in the performance of this Agreement, whether or not such costs, expenses, premiums, fees and fines are imposed by statutory authority.

Liability and Indemnity

(Option A: Consultant Liable – consider the next two clauses)

51. The Consultant will be and remain liable for the actions or inactions of the Consultant. The Consultant agrees to be responsible for and to reimburse the Company (to indemnify and hold the Company harmless) for any and all demands, claims, actions, causes of action, losses, damages, expenses and other liabilities of every kind and description, including legal fees (on a solicitor and his own client basis) which may be sustained, suffered or incurred by the Company as a result of any breach of this Agreement by the Consultant, or for any acts or omissions committed by the Consultant in the performance of the Services.

52. The Company will not be liable for any damages or compensation payable to the Consultant in respect of any injury or loss sustained by the Consultant or any person claiming by, under or through the Consultant, and the Consultant will indemnify the Company against such damages or compensation, and against all other losses or claims for injury, death or damages to property arising from the Consultant’s performance of the Services, as the case may be.

or (Option B: Company Liable – consider the next three clauses and delete the previous two clauses)

53. The Company acknowledges and agrees that it retains the services of the Consultant at the Company’s own risk. The Consultant is not responsible in any way for any and all damage, harm, injuries, losses, costs, claims and expenses of every kind and description, including legal fees (on a solicitor and his own client basis), which may be sustained, suffered or incurred by the Company, or any person claiming by, under or through the Company, however caused, in connection with or arising out of, directly or indirectly, the performance of the Services, including with respect to any matters arising out of the Consultant’s negligence. The Company will be fully responsible and liable for these things.

54. The Company agrees to indemnify and save the Consultant harmless from and against any and all demands, claims, actions, causes of action, losses, damages, expenses and other liabilities of every kind and description, including legal fees (on a solicitor and his own client basis), which may be sustained, suffered or incurred by the Consultant in connection with or arising out of, directly or indirectly, the performance of the Services or any breach of this Agreement, including with respect to any matters arising out of the Consultant’s negligence.

- 11 -

55. The Company acknowledges and agrees that the Consultant is providing the Services at a rate which is less than the Consultant’s usual rate, in exchange for the Company assuming all risk and liability with respect to the provision of the Services. The Company acknowledges that the Company’s assumption of all risk is an integral part of the consideration of this Agreement and that without it, the Consultant would not have entered into this Agreement.

orLimitation of Liability

56. The Consultant acknowledges and agrees that the Consultant’s right to any claim or demand against the Company arising from this Agreement will be limited to the amount paid or payable to the Consultant under this Agreement.

Insurance

57. The Consultant agrees to obtain and maintain, at the Consultant’s own cost and expense:

a) third party public liability insurance in the amount of $* per occurrence, or such other amount required by the Company from time to time;

b) professional liability insurance in the amount of $* per occurrence, or such other amount required by the Company from time to time;

c) insurance at full replacement value on all of its equipment, tools and accessories which it may use pursuant to this Agreement; and

d) any other type of insurance that the Company may reasonably request from time to time.

The Consultant will, at the request of the Company, provide written proof of such insurance.

Bond

58. To better secure its obligations under this Agreement, upon the Company’s request, the Consultant covenants and agrees to apply for, obtain and maintain throughout the term of this Agreement a surety bond issued by a surety licensed to do business in Canada and be in a form satisfactory to the Company. The bond will be for an amount that is not less than $*, or such greater amount as the Company may require. The Consultant will, at the request of the Company, provide written proof of such bond.

Termination

59. This Agreement may be terminated at any time upon both parties providing their written agreement to do so.

or This Agreement may be terminated by . .

. . . either party . . .

or

- 12 -

. . . the Company/the Consultant . . .

. . . for any reason at any time . . .

or . . . with cause at any time . . .

or

. . . upon written notice being delivered to the other party/the Company/the Consultant . . .

or. . . upon at least * business days written notice being delivered to the other party/the Company/the Consultant . . .

. . . and termination will be . . .

. . . immediately effective upon the other party/the Company/the Consultant being served with the notice.

or. . . effective at 4:00 p.m. on the * business day after the other party/the Company/Consultant has been served with the notice.

Example:

This Agreement may be terminated by either party upon written notice being delivered to the other party upon at least * business days written notice being delivered to the other party, and termination will be effective at 4:00 p.m. on the * business day after the other party has been served with the notice.

See also the examples in clauses 28 and 29 of the Sample Independent Contractor Agreement included with this Kit (hard copy only).

(The following clause is an example of the type of clause which can be used if the agreement can be terminated “with cause” as per the previous termination clause.)

60. For the purposes of this Agreement, termination “with cause” means any breach of this Agreement, any breach by the Consultant of any agreement entered into between it and its clients, or the termination of any agreement between the Consultant and its clients, however caused.

61. Upon the termination of this Agreement, the Consultant will invoice the Company for the Services performed to the date of termination, and the Company will make payment on such invoice within *30 days of its receipt of the invoice.

62. Notwithstanding the termination conditions contained in this Agreement, the payment terms relating to unpaid amounts due and owing, the confidentiality, non-solicitation and non-disclosure provisions, *any warranty terms, and the provisions relating to the ownership and use of materials contained in this Agreement will survive termination.

63. Upon the termination of this Agreement, the Consultant agrees to immediately return to the Company all copies of all documents and materials containing any Confidential

- 13 -

Information, and all specifications and other information pertaining to the Services performed, together with any of the Company’s other materials and property belonging to the Company or any of its clients, or which the Company requests be returned.

64. Except as specifically provided in this Agreement, neither the Company nor the Consultant will have any other obligations under this Agreement upon the termination of this Agreement.

Notices

65. Any notices, consents or other communications required to be given under this Agreement must be in writing and must be delivered personally, or by registered mail, prepaid, return receipt requested, or by e-mail or facsimile transmission to the parties at the last known address of the parties. Such notice will be deemed to have been received on the date of delivery/receipt/e-mail or fax transmission.

66. At the time of entering into this Agreement, the parties’ addresses for service are as follows:

To the Company: **Phone: * Fax: *e-mail *

To the Consultant: **Phone: * Fax: *e-mail *

Miscellaneous

67. All time periods, dates and deadlines contained in this Agreement will be strictly enforced.

68. The preamble and the attached Schedules are incorporated by this reference and form part of this Agreement.

69. This Agreement is intended to contain the entire and complete statement of the terms of agreement among the parties, and there are no other warranties, representations, collateral agreements or collateral representations whatsoever. This Agreement may not be amended or modified except by a subsequent written agreement signed by all of the parties to this Agreement. The parties acknowledge that they have read and understand this Agreement, and agree to all of its terms.

70. This Agreement may not be assigned by either party without the express written consent of the other party.

or This Agreement may not be assigned by the Consultant without the written consent of the

Company.

- 14 -

71. No provision of this Agreement will be deemed to be waived unless such waiver is in writing signed by the aggrieved party, and such waiver will not operate or be construed as a waiver of any other or subsequent breach by any of the parties in the observance of the performance of any part of this Agreement.

72. Any word used in this Agreement is deemed to include the masculine, feminine or neuter form thereof, as the context requires. Whenever the singular is used in this Agreement, that word will be construed as meaning the plural where the context of this Agreement so requires, and vice versa.

73. All of the headings used in this Agreement are for convenience of reference only, and are not to be used in any way to assist in the interpretation of this Agreement.

74. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta, and the parties irrevocably attorn to the jurisdiction of the Courts of Alberta.

75. If any clause, subclause or provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, then subject to any other term of this Agreement, such provision will be severable from the remainder of this Agreement, and the remainder of this Agreement will be unaffected thereby and will remain in full force and effect.

76. This Agreement will be for the benefit of and be binding upon the parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Counterpart and Fax

77. This Agreement may be signed in counterparts, each of which so signed will be deemed to be an original and such counterparts together will constitute one and the same agreement.

78. This Agreement may be signed and delivered by facsimile communication and such facsimile copy will be deemed to be an original.

Dated .

*Insert Company’s Name

Per: (*company’s signing officer’s name and title)

*Insert Consultant’s Corporate Name

Per: (*Consultant’s signing officer’s name and title)

- 15 -

or

Witness *Individual Consultant’s name/signature