THIS CONSULTING CONTRACT, dated as of [_____________], is between 1 SOURCE SOLUTIONS INC, a Georgia corporation with an address at [_____________] from

hereon known as (the Consultant) and [_____________], with an address at [_____________] from hereon known as (theCompany). Whereas the Company wishes to obtain advisory and consulting services from the Consultant as its independent external consultant for business development and the Consultant agrees to assist the Company with such services as an independent external consultant under the terms and the conditions set forth in this Agreement. NOW THERFORE IT HAS BEEN AGREED AS FOLLOWS: Article 1 Subject 1. The Company hereby appoints the Consultant as its external consultant and the Consultant hereby agrees to provide independent advisory and consulting services to the Company in the field of marketing and advertising. All parties understand that Consultant has many other business interests and will devote as much time as in its discretion as necessary to perform its duties under this Agreement. The services rendered by Consultant to the Client pursuant to this Agreement shall be as an independent contractor, and this Agreement does not make Consultant the employee, agent, partner, or legal representative of the Client for any purpose whatsoever, including without limitation, participation in any benefits or privileges given or extended by the Client to its employees. The client shall not withhold for Consultant any federal or state taxes from the amounts to be paid to consultant hereunder, and Consultant agrees that he will pay all taxes due on such amounts. In addition, the Client understands that Consultants efforts on behalf of his other interests are the sole and separate property of Consultant. 2. The tasks of the Consultant shall be on-going for the development of new clients(approved in advance by the Company) in the afore stated field including discussion of terms and conditions with actual or potential clients but with the exception of the signing of any contractual undertaking in that respect, unless specifically authorized by the Company. 3. The Consultant shall carry out its services as specified in the present Consultancy agreement. Article 2 Duration and termination 1. This agreement shall begin as of the date herein and shall be in effect for a period of _____ year/s and shall automatically renew on the above date of the next year unless: Terminated by either party on 30 days written notice to the other party or In the event that the serious misconduct or serious fault is of such a nature that it renders impossible the definitive continuation of any professional relationship, the aggrieved party shall have the right to terminate the Consulting Agreement, without notice or indemnity, by sending a certified or registered letter to the other party in which the termination is effected specifically stating the grounds of misconduct or fault warranting termination Article3 Conditions of performance of services 1. The Consultant shall perform the services in a completely independent manner and under its sole responsibility. The Consultant cannot commit or otherwise bind the Company unless specifically authorized by the Company. The services provided under this contract shall be rendered by the Consultant, via its President or via any other person designated by the Consultant subject to the prior express approval of the Company.2. The Consultant shall perform the services conscientiously and shall devote his best efforts and abilities thereto, at such time during the term thereof, in such manner as the Company and the Consultant shall mutually agree.3. The Consultant shall perform his activities under the present Agreement on an entirely independent basis and will never act or consider himself as an employee or agent of the Company. This agreement shall not constitute a partnership between the parties hereto. Without prejudice to its general obligation of proper performance of the services, the Consultant shall be able, with complete freedom and independence, to organize its activities and shall only have to render account of the specific duties or services accomplished under the present Agreement, but shall not be required to account for his working methods. 4. This Consultancy Agreement is non-exclusive. The Company is free to consult other experts in the Consultants field of specialization and the Consultant retains the right to provide similar services to other parties, unless those parties carry on any activities in competition with the activities of the Company. Article 4 Copyright / Confidentiality The Consultant transfers to the Company, the future copyright in or on any and all written documents prepared by the Consultant for the Company or upon the Companys request within the framework of this Agreement.

1.

2. The Consultant acknowledges that during the course of the consulting activities within the framework of this
Agreement confidential information regarding the Company may be exchanged between the contracting

parties. The Consultant shall keep secret and confidential all such information during the course of the Agreement and after the termination of this Agreement. The Consultant shall not use such information other than for this Agreement. Such information includes but is not limited to: All drawings, formulas, specifications, books, software, instruction manuals, daily reports, minutes of meetings, journals and accounts, business and trade secrets, oral or written data, whether concerning the existing or future business, methods, processes, techniques or equipment of the Company, its parent Company, subsidiaries or branch offices; The identity of the clients Company, its parent company, subsidiaries or branch offices and any other information relating to such clients.

3. Any violation of the secrecy obligation during the course of the present Agreement may be considered by the
Company as a cause justifying immediate termination of the present Agreement, without notice and without prejudice to the right of the Company to claim damages. Upon termination of this Agreement or upon the Companys request, the Consultant shall return to the Company all documents of whatever nature, notes, reports, letters and faxes relating to the Company and which he has received for the execution of the present Agreement.

1. The time period and percentage amounts can be modified as required, The consultant shall be paid in USA

Article 5 Compensation

currency When the Consultant is working for the Company, on their request, on projects gained by the Company, This fee shall be determined in advance by the Company and paid against submission of a invoice for a setup fee and/or monthly fee invoice. 2. Consultant will receive consideration for services provided to be paid in one of the following manners: (a) All set up fees and one time charge fees are to be paid in full before the start of any work to be done. (b) All monthly fees are to be paid at the signing of this agreement and then every 30 days from the date of this agreement. (c) All clients who choose to pay annually in advance will receive a 15% discount on pricing.

The Consultant has the right to ask documents relating to the amounts billed to the clients and the payments made by clients in order to verify the amount due to him. In the event that there is a preexisting agreement between Company and a particular client, no fees will be due to the Consultant, unless the development of that relationship with the client is approved in advance in writing by the Company. Upon termination of this Agreement, for whatever reason, the Consultant shall be entitled to receive the contractual compensation for all business brought until the date of actual termination of the agreement. Except in case of termination for cause, the Consultant shall also be entitled to the contractual compensation for any business brought by him or attributable to him, which the Company can invoice to such clients within six (6) months following the date of actual termination of the Agreement. Article 6 Assignment No party to this Agreement may assign or delegate any of its/his right, duties, powers or responsibilities there under without prior consent of the other party, given in writing. Article 7 Notice All notices to be given under this Agreement shall be made by certified mail, registered mail, or by commercial delivery to the address of each party. Article 8 Severance and public restrictions If any provision of this Agreement is s declared void or unenforceable by any judicial or administrative authority, this shall not nullify the remaining provisions of this Agreement, provided that the cancellation of such provision does not substantially alter the economic interest of either party in the continued performance of this Agreement. Article 9 Governing law and Jurisdiction This Agreement is governed and interpreted in accordance with the laws of the state of Georgia any dispute arising in connection with this Agreement and which cannot be settled on an amicable basis shall be submitted to the exclusive jurisdiction of Courts of such State. Article 10 Prior agreements This Agreement constitutes the entire agreement between the parties relative to the matters referred to herein and supersedes any other agreement, whether oral or writing, which may have existed between the Company and the Consultant. Any modification or amendments of this Agreement shall be in writing and shall become effective if and when signed by both parties. Executed in two (2) original copies, each party acknowledging having receipt of one original copy Article 11 PERFORMANCES OF SERVICES

(a) The Consultant shall implement plans and strategies that help client sell its products or services. ( b ) The Consultant shall conduct research to determine consumer behavior and what motivates consumers purchase of a product. The Consultant shall use that research to design approaches specific to Companys needs. (c) The Consultant shall interact with the sales and product teams to determine the marketing strategy. (d) The Consultant shall take steps to organize marketing systems. (e) Company shall work with 1 SOURCE SOLUTIONS team to review branding, positioning of the Clients ads to make sure that the ads have an impact on the clients targeted market(s). Article 12 Expenses Company shall reimburse Consultant for all pre-approved reasonable and necessary expenses incurred by it in carrying out its duties under this Agreement. Consultant shall submit related receipts and documentation with each request for reimbursement. Article 13 Confidential Information As used in this Section, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation: (a) Trade secret information about the Company and its products; (b) Information concerning the Companys business as the Company has conducted it since the Companys incorporation or as it may conduct it in the future; and (c) Information concerning any of the Companys past, current, or possible future products, including (without limitation) information about the Companys research, development, engineering, accounting, marketing, selling, or leasing efforts. (d) Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it). (e) Except as required in its duties to the Company and approved by Company in writing, Consultant will never, either during or after the term of this Agreement, use or disclose confidential Information to any person not authorized by the Company to receive it. Article 14 False or Misleading Information The Company warrants that it will provide Consultant with accurate financial, corporate, and other data required by Consultant and necessary for full disclosure of all facts relevant to any efforts required of Consultant under this Agreement. Such information shall be furnished promptly upon request. If the Company fails to provide such information, or if any information provided by the Company to Consultant shall be false or misleading, or if the Company omits or fails to provide or withholds relevant material information to Consultant, then, in such event, any and all fees paid hereunder will be retained by Consultant as liquidated damages and this Agreement shall be null and void and Consultant shall have no further obligation hereunder. Further, by execution of this Agreement, the Company hereby indemnifies Consultant from any and all costs for expenses or damages incurred and hold Consultant harmless from any and all claims and/or actions that may arise out of providing false or misleading information or by omitting relevant information in connection with the efforts required of Consultant under this Agreement. Article 15 General Entire Agreement and Amendments This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Article 16 Independent Contractors, Third Party Beneficiaries, and Subcontractors The parties acknowledge that they are independent contractors under this Agreement, and unless expressly stated in writing none of the parties, or any of their employees or agents, has the power or authority to bind or obligate another party. Except if expressly stated, no third party is a beneficiary of this Agreement.

Article 17 Governing Law and Forum All claims regarding this Agreement are governed by and construed in accordance with the laws of the state of Georgia, applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of

law principles, and must be litigated in Georgia, regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing. Article 18 Assignment This Agreement binds and insures to the benefit of the parties successors, agents and assigns. This Agreement is not assignable, delegable, sub-licensable or otherwise transferable by Consultant in whole or in part without the prior written consent of Company. Any transfer, assignment, delegation or sublicense by Consultant without such consent is invalid. Article 19 No Waivers, Cumulative Remedies A partys failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Unless expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive. Article 20 Severability If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Article 21 Notices All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party. Article 22 Captions and Plural Terms All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa. IN WITNESS WHEREOF. The parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party. 1 SOURCE SOLUTIONS INC. ____________________________________ Consultant Signature __________________________ Date:

COMPANY

BY:

____________________________________ PRINT NAME & TITLE

___________________________ Date:

Adendum A
Consultant agrees to make available to Client its services, which include strategic planning, assistance in business

development, advertising, marketing, and the structuring of new debt and equity offerings. Consultant shall provide planning for and other advisory services as the Company may specifically request.

Description of Services: 1 SOURCE SOLUTIONS INC. will provide the following services for client:

1) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 2) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 3) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 4) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 5) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 6) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 7) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 8) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 9) ____________________________________ Setup Fee $____________ Mthly Fee $___________ 10) 11) 12)
____________________________________ Setup Fee $____________ Mthly Fee $___________ ____________________________________ Setup Fee $____________ Mthly Fee $___________ ____________________________________ Setup Fee $____________ Mthly Fee $___________

Total Setup fee/s: $________________ Total Monthly fee/s: $_________________ Total: $________________