This Agreement is made this ___ day of _________, 19___, between _______________________, _________________, ______, _________, hereinafter known as "Client," and CBC COMMUNICATIONS, CORP., 1924 Camino del Prado, Santa Rosa, CA 95403, hereinafter known as "Consultant."

This Agreement will continue in effect until completion of the services set forth in Exhibit A attached hereto and made a part hereof, unless terminated earlier in accordance with the provisions of Paragraph 7 of this Agreement.

It is the express intention of the parties that Consultant is an independent Consultant and not an employee, agent, joint venture or partner of Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of Employer and Consultant between Client and Consultant or any employee or agent of Consultant. Consultant shall retain the right to perform services for others during the term of this Agreement.

3.01. Service Program

Consultant agrees to provide services per the service program described in Exhibit A. Consultant has the right to refuse to perform specific requests by Client other than as so defined and identified.

3.02. Service Methods

Consultant will determine the method, details, and means of performing the above-described services. Client shall not have the right to, and shall not control the manner or determine the method of accomplishing Consultant's services.

Consultant may, at the Consultant's own expense, employ such assistants as Consultant deems necessary to perform the services required of Consultant by this Agreement. Client may not control, direct, or supervise Consultant's assistants or employees in the performance of those services. Consultant assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholdings as may be required by law.

3.04. Workplace

Consultant shall perform the services required by this Agreement at any place or location and at such times as Consultant shall determine.

(a) In consideration for the services to be performed by Consultant, Client agrees to pay Consultant a fixed fee of $ _________:

(1) $________ upon execution of this Agreement and prior to commencement of services; and,

(2) $________ upon completion of __________________________________________________(Exhibit A).

Client shall reimburse Consultant for all costs and expenses incurred by Consultant incidental to the performance of services for Client, including but not limited to, travel expenses, printing charges, and telephone toll charges. Client shall be responsible for and shall pay directly any filing fees, administrative, governmental, or other regulatory charges incurred in the conduct of the project.

5.01. Tools and Equipment

Consultant will supply all tools and equipment required to perform the services under this Agreement. Consultant is not required to purchase or rent any tools, equipment, or services from Client.

5.02. Worker's Compensation

Consultant agrees to provide worker's compensation insurance for Consultant's employees and agents as required by law and agrees to hold harmless and indemnify Client for any and all claims arising out of any injury, disability, or death of any of Consultant's employees or agents.

Consultant shall indemnify and hold Client harmless against any and all liability imposed or claimed, including attorney's fees and other legal expenses, arising directly or indirectly from any act or failure of Consultant or Consultant's assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property.

5.04. Assignments

Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Consultant without the prior written consent of Client.

As Consultant is not Client's employee, Consultant is responsible for paying all required state and federal taxes. In particular, Client will not withhold FICA (Social Security) from Consultant's payments, withhold state or federal income tax from payment to Consultant, make state or federal unemployment insurance contributions on behalf of Consultant, make disability insurance contributions on behalf of Consultant, or obtain worker's compensation insurance on behalf of Consultant.

5.06 Confidentiality

In the event Client discloses information to Consultant that Client considers to be secret or proprietary and so notifies Consultant, Consultant agrees to hold such proprietary information in confidence and to treat the proprietary information with at least the same degree of care with which it treats its own proprietary information. Proprietary information shall be used by Consultant only in connection with the services rendered under this Agreement. Proprietary information shall not be deemed to include any information that (a) is in or becomes in the public domain without violation of this Agreement by Consultant, or (b) is already in the possession of Consultant, as evidenced by written documents, prior to the disclosure thereof by Client, or (c) is rightfully received from a third party having no obligation to Client and without violation of this Agreement by Consultant.

Client agrees to comply with all reasonable requests of Consultant and provide access to all documents reasonably necessary to the performance of Consultant's duties under this Agreement and completion of such duties in accordance with the schedule set forth in Exhibit A.

6.02. Assignments

Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Client without the prior written consent of Consultant.

Paragraph 7. Termination Due to Special Events

7.01. Termination

This Agreement shall terminate automatically on the occurrence of any of the following events:

(a) Bankruptcy or insolvency of either party;

(b) Sale of the business of either party;

(c) Death of Client or Anthony S. Valente, the principal of Consultant.

7.02. Termination by Client for Default by Consultant

Should Consultant default in the performance of this Agreement or materially breach any of its provisions, Client, at Client's option, may terminate this Agreement by giving written notification to Consultant.

Should Client default in the performance of this Agreement or materially breach any of its provision, Consultant, at the Consultant's option, may terminate this Agreement by giving written notice to Client.

7.04. Termination for Delinquencies

Should Client fail to pay Consultant all or any part of the compensation set forth in Paragraph 4 of this Agreement on the date due, Consultant, at the Consultant's option, may terminate this Agreement if the failure is not remedied by Client within [ten (10)] days from the date payment is due.

8.01. Notices

Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepared with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement, but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of two days after mailing.

8.02. Entire Agreement

This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Consultant for Client and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to the Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing and signed by both parties.

8.03. Severability

8.04. Attorneys' Fees

If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

This Agreement is entered into, is to be performed in, and will be governed by and construed in accordance with the laws of the State of California.

Executed at _______________________, California.

___________________________________________       By:________________________________________