[LOGO] CONSULTING AGREEMENT This CONSULTING AGREEMENT (Agreement) dated the ____ of _______________, 20__ is between _____________________________________ with

principal offices located at ________________________________________________________________ (Consultant) and _____________________________________, a State of Delaware corporation with principal offices located at ______________________________________ (Client). The parties hereby agree as follows: 1. Services. The services to be performed by Consultant (Services) are those of an independent Consultant as more fully outlined below. As a Consultant and advisor to Client, Consultant will provide expertise and assistance in the following general areas: [CUSTOMIZE THESE DELIVERABLES AS APPROPRIATE] A) Overview information on industry and association events and introductions to key players, associations, key industry organizations and relevant international associations; B) Knowledge sharing on unmet industry needs and high-level feedback on product development; and C) Evangelizing Client and its products and services within the industry. [The Services to be performed by Consultant are those of an independent, non-exclusive Contract Sales Account Executive in ______________________ (the Territory). The Territory may be modified at any time by written consent of the parties, which would be executed as an amendment of this Agreement. Consultant will: (1) introduce Client into opportunities in the Territory which the parties believe will benefit from Clients ________________________ technology; (2) obtain quotes from Client on behalf of end user customers; (3) work with end user customers to execute purchase orders to Client; and (4) provide Client the opportunity shortly after execution of this Agreement for Client to give a presentation to, and conduct a day of training for, Consultant.] Generally, Services that will require interaction between Consultant and Client corporate office will be provided via conferences calls, Web meetings and email exchanges but it is anticipated that there will be approximately ___ face-to-face meetings per year which Consultant will be expected to attend. These meetings will, unless agreed otherwise in writing, occur at the Client corporate office in _____________________. Client will compensate Consultant for travel expenses related to these meetings pursuant to Section 2 below. The baseline expectation is that Consultant will spend an average of at least ___ hours per week devoted exclusively to Services for Client. 2. Compensation.
1

(a)

Cash retainer compensation for Consultants Services shall be $________ monthly.

[AND/OR] (b) Client management will recommend that Consultant be awarded an [ISO/NSO] option to purchase ______________ shares of Client common stock, subject to the terms of the 20___ Stock Plan, at the next meeting of the Client boards Compensation Committee. [AND/OR] (b/c) [IF THIS OPTION IS NOT USED, DELETE THE EXHIBIT A] Client will also pay Consultant commissions in the amount of ___ percent (___%) of net Client-recognized product or service revenues (less taxes, charge-offs, refunds, bad debt, etc.) paid to Client which resulted directly from Consultants introduction of Client into a deal in the Territory which was not previously in Clients pipeline or lead database, provided that Consultant notifies Client in writing promptly after such introduction of its expectancy of entitlement of such commission by submitting Clients standard referral form (the form of which is set forth on Exhibit A) and Client agrees in writing to such commission, which agreement will not be unreasonably withheld. Client will not owe Consultant any referral fee until thirty (30) days after the applicable referred user customer or channel partner has paid Client in full. [OR YOU CAN BREAK THIS DOWN FURTHER TO SOMETHING LIKE THIS]: Referral fee scenarios: Consultant plays an active role (e.g., finds the opportunity, provides technical resources to win the opportunity, etc.) involving a Client sales manager in the identification and closing of an opportunity 10% Commission Refer an opportunity to a Client sales manager and have little or no involvement 5% Commission (e.g., submits the referral form and generates the initial conversation with the prospect but without significant additional value-added services resulting in closing the opportunity) Refer an opportunity to a Client channel partner 3% Commission Ongoing finders fee after initial sale if Consultant remains active in the account 5% Commission (e.g., initiates new opportunities in the account either within the same or other business units) (b/c/d)Client will pay all undisputed invoices by any means mutually acceptable to both parties. All currency terms in this Agreement are in United States dollars. (b/c/d/e) Client will reimburse Consultant for reasonable and customary business expenses. These expenses will be reimbursed solely in accordance with the guidelines in Clients standard policies for expense reimbursements.

3. Independent Contractor. It is understood and agreed that Consultant is an independent contractor and not an employee of Client. Accordingly, Client will not make any deductions from the compensation paid to Consultant for taxes, and will not provide any benefits provided to Client employees such as medical and dental insurance. Any taxes payable due to payment of any compensation by Client to the Consultant will be the sole responsibility of the Consultant. Consultant has no authority to obligate Client by contract or otherwise, and will not represent himself as being an agent or partner of Client or having such authority. Any potential sales made by Consultant must be submitted to Client for approval, and no such sale will be binding upon Client without the prior approval of an authorized representative of Client. 4. Confidentiality and Nonuse.

(a) The Consultant will not use, reproduce, disseminate or disclose any Confidential Information (defined below) of Client, either during or after the term of this Agreement, except to perform the Services or as otherwise permitted under this Agreement. Confidential Information includes Inventions (defined below), any and all data, know-how, techniques, processes, code, business or financial information or other information disclosed to the Consultant in connection with the Services that is marked as confidential, disclosed under circumstances which would reasonably cause one to expect it to be confidential, or is otherwise treated by Client as confidential. (b) The obligations of confidentiality under this Agreement will not apply to the extent the Consultant can demonstrate that the information (i) was already known to Consultant through no wrongful act of Consultant prior to being disclosed to Consultant by Client, (ii) was or has became generally known to the public through no wrongful act of the Consultant, (iii) was received by the Consultant from a third party without restriction on disclosure and without breach of an obligation of confidentiality running directly or indirectly to Client or (iv) was independently developed by the Consultant without reference to Clients Confidential Information. (c) Disclosure of Confidential Information or the supply of any materials to the Consultant under this Agreement will not constitute any grant, option or license under any patent or other rights. (d) The Consultant expressly acknowledges that all the information mentioned herein, constitutes industrial and commercial secrets for Client and that such information grants to Client economic and commercial advantages before third parties. (e) Client states and the Consultant acknowledges that Client has adopted all the possible measures and systems to protect the confidentiality as well as the restricted use of the information mentioned herein. (f) Upon termination of this Agreement, Consultant will immediately return to Client any and all Client Confidential Information. 5. Rights to Inventions. For purposes of this Agreement, "Inventions" will be defined as improvements, inventions, formulas, ideas, processes, techniques, business methods or methodologies, marketing or sales plans or strategies, know-how, data, and all other work product whether or not patentable. All Inventions which are at any time developed, conceived or reduced to practice by the Consultant, acting alone or in conjunction with others, arising out of performance of the Services (or, if based on or related to any Confidential Information, made by
3

the Consultant within twelve months after termination of this Agreement), will be the sole and exclusive property of Client and shall be considered "works for hire" made in the course of this Agreement. Client will have the right to examine the Inventions at any time. The Consultant will promptly disclose any Inventions subject to this Agreement to Client, and will execute all documents reasonably necessary for Client to secure intellectual property protection of the Inventions. The Consultant hereby assigns to Client all ownership and intellectual property rights (including moral rights) the Consultant may have to the Inventions, and agrees to execute a written assignment of the Consultant's rights in the Inventions to Client upon Client's request. Consultant waives any and all moral rights it may have in or with respect to the Inventions to the maximum extent permitted under the laws of any relevant jurisdiction worldwide. In addition, Consultant will execute any other documents and take all actions as reasonably necessary for Client to secure protection for such Inventions. If Client is unable to obtain Consultant's signature on any such document, Consultant hereby grants Client an irrevocable power of attorney for the purpose of executing and filing such documents. 6. No Conflicting Obligation. The Consultant represents that it has not entered into, and hereby agrees not to enter into, any agreement either written or oral, in conflict with this Agreement. 7. No Improper Use of Information. The Consultant agrees that it will not disclose to Client, or use in performing the Services, any confidential information which belongs to any of the Consultant's present or former employers or any of its consulting clients (other than Client) unless (i) such materials are generally available to the public or (ii) the Consultant has authorization from such employer or client for the possession and unrestricted use of such information. 8. Term and Termination. This Agreement will become effective upon commencement of the Services, and will remain in effect on an at will basis, subject to earlier termination by either party upon 60 days notice for any reason and without any responsibility. Client shall not be obligated to engage Consultant for any particular or minimum period of time. Sections 4, 5, 9, 12, 13, 14, 15, 16 and any accrued payment obligations for Services performed prior to termination will survive termination of this Agreement. 9. Limitation of Liability. EXCEPT IN THE CASE OF A BREACH OF SECTION 4 OR 10, NEITHER CLIENT NOR Consultant WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. CLIENTS ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (EXCEPT FOR LIABILITIES RESULTING FROM THE PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR CONCERNING LIABILITY FOR DEATH OR PERSONAL INJURY), WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED $10,000. 10. Compliance with Laws. Consultant assumes all knowledge of applicable law (including but not limited to local, state, national or international laws) and is responsible for compliance with any such laws, including relevant export laws and regulations, and the anti-bribery and other provisions of the U.S. Department of Justices Foreign Corrupt Practices Act (FCPA). Consultant represents that neither the Services nor Consultant's carrying out its obligations under this Agreement violate applicable local, state, federal, or international laws, regulations or other government requirements. Consultant agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless Client, its officers, directors, employees and agents from any liabilities,
4

damages and costs (including reasonable attorneys fees and costs of defense) to the extent caused by a breach of this Section 10. 11. Insurance. Unless the parties agree otherwise, Consultant agrees to obtain and maintain adequate worker's compensation, disability, unemployment insurance and the like for those of its employees performing Services. Consultant agrees to obtain and maintain comprehensive general liability and vehicular liability insurance for claims for damages because of bodily injury (including death) and property damage caused by or arising out of, acts or omissions of its employees. The minimum limits of such insurance shall be one million dollars ($1,000,000) for each person, one million dollars ($1,000,000) for each accident involving bodily injury and three hundred thousand dollars ($300,000) involving property damage for each accident. Upon request, Consultant shall furnish Client with certificates of insurance to evidence its compliance with the foregoing provision. 12. Warranty. Consultant warrants that the Services will be performed in a first-class, workmanlike manner consistent with high industry standards for such (or substantially similar) services and that the Services will be performed by competent personnel with experience and skill commensurate with the task or project to which each such personnel shall be assigned. Client must report any deficiencies in the Services or Consultant work product to Consultant in writing (email acceptable) within one hundred eighty (180) days of performance of the Services or delivery of work product in order to receive warranty remedies. Consultant warrants that the Services and any work product in connection with this Agreement shall conform in all material respects to the specifications applicable to such Services or work product as mutually determined by Consultant and Client. In the event of a breach of the foregoing warranty, Consultant shall either correct the error which caused the warranty breach at no cost to Client or, if after using its reasonable efforts Consultant is unable to correct the error, refund of all fees paid by Client in connection with the non-compliant Services or work product. 13. Assignment. Consultant will not assign this Agreement or any part of this Agreement without Clients prior written consent. 14. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, Consultant will not directly or indirectly solicit, induce, or attempt to induce any employee, partner or independent contractor to terminate or breach any employment, contractual, or other relationship with Client. 15. Legal and Equitable Remedies. Because Consultant's services are personal and unique and because the Consultant may have access to Clients Confidential Information, Client will have the right to enforce this Agreement by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that Client may have for the breach of this Agreement. 16. Dispute Resolution. This Agreement shall be governed by the laws of the State of Washington, without reference to conflict of laws principles. The United Nations Convention on the Sale of Goods does not apply to this Agreement. In the event of any dispute arising out of or relating to this Agreement, the parties shall seek to settle the dispute via direct discussions. If a dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute via voluntary non-binding mediation, before resorting to arbitration. A mediator will be selected by voluntary agreement of both parties, or in the event both parties cannot agree on a mediator, a mediator will be selected in accordance with the rules of the American Arbitration
5

Association. The mediation shall be held in King County, Washington. Each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation. Any dispute that remains unresolved following mediation shall be settled by arbitration in accordance with the JAMS Streamlined Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of arbitration will be King County, Washington. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. In rendering the award, the arbitrator(s) shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Washington. 17. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision will be severed and the remainder of this Agreement will continue in full force and effect. 18. Complete Understanding. This Agreement constitutes the full and entire understanding and agreement between the parties regarding its subject matter, and supersedes all prior understandings between the parties, including any earlier version of this same or any similar agreement. CONSULTANT By: _______________________________ Name: _____________________________ Title: ______________________________ Date: ______________________________ _______________________________ By: ________________________________ Name: ______________________________ Title: _______________________________ Date: _______________________________

EXHIBIT A LEAD REFERRAL FORM For qualified leads, please complete the form below. To be eligible for compensation all information must be provided for each prospective account. REFERRER INFORMATION (Name of Referring Organization) COMPANY INFORMATION Organization/Company Name and Division of Prospect Prospects Decision Maker Name Phone Number Mailing Address Email Address PROJECT BACKGROUND Project Description Is the Project Budgeted? Timeframe for Decision [Other Criterion] SALES CONTACT INFORMATION Partner Sales Rep Name Phone Number Email Address ______________________________________________ Fax number ______________________________________________ Partner Sales Manager ______________________________________________ Phone Number ______________________________________________ Email Address ______________________________________________ * Date of Referral * Client Executive Signature
7

* To be completed upon verification and acceptance of lead into Referral Program