CONTRACT AGREEMENT

THIS AGREEMENT made as of the _____ of ___________, ____, between CFS & Associates, Inc. and _______________________________________ referenced as the Buyer throughout this document.

Item 1. RATE. Buyer agrees to pay for contract services at the rate of $_____.00 per hour for contract services.

Item 2. PAYMENT SCHEDULE. Invoicing is on the 15^th of the month and the 30^th and payment will be made within ten working days after invoice date. Accounts 30 days in arrears shall be assessed at fifteen percent Annual Percentage Rate.

Item 3a. COMPUTER PROGRAMS. The Buyer shall provide licensed or owned software for the development of Buyer software.

Item 3b. OTHER HARDWARE OTHER SOFTWARE. CFS & Associates, Inc. realizes that Buyer may or may not have reasonable hardware or software to expedite the development of Buyers software. It is the option of CFS & Associates, Inc. to provide such equipment or software as deemed necessary and install at buyers site.

Item 4. WORK AREAS ON SITE. The Buyer shall provide a suitable working environment for CFS & Associates, Inc. employees and its equipment. This area shall be a non smoking area, free of environmental, safety and health hazards. Buyer will provide telephone communications line, computer desk, suitable office space, office seating as deemed reasonable and necessary by CFS & Associates, Inc..

Item 5a. NON-DISCLOSURE. CFS & Associates, Inc. realizes the Buyer may have patents, trade secrets and other methods or processes that are considered proprietary in nature. CFS & Associates, Inc. and its employees, sub-contractors shall not disclose, sell or provide other businesses, persons with such proprietary or patented information, however this non disclosure shall not restrict CFS & Associates, Inc. and its employees or sub-contractors from doing business with other companies.

Item 5b. HIRING OF OUR EMPLOYEES OR SUB-CONTRACTORS. For the purpose of definition "sub-contractors entity" are any group, individual or corporation that is directly or indirectly used by CFS & Associates Inc. or by contract for work on Buyer. Buyer will not attempt to hire any CFS & Associates, Inc. employee or sub-contracting entity unless waived by a written amendment signed by CFS & Associates, Inc. president. In the event a waiver is not obtained and a CFS & Associates, Incorporated employee is hired a finders fee of 50% employee wages calculated at nine hundred sixty hours times the hourly rate plus four thousand US dollars ($4,000.00) shall apply and in the case of any sub-contracting entity a ten thousand US dollars ($10,000.00) plus ten percent (10%) of gross invoiced billing either by fixed rate quote or the time the sub-contractor entity works for Buyer and not billed by CFS & Associates, Incorporated. This Item 5b shall remain in effect from the last invoiced billing due date and a period of twelve months thereafter. This Item 5b. agreement does not release the right of any proprietary, trade secrets, customer information, development information or patented information that belong to CFS & Associates, Inc. to include project in development, trade secrets, methods, processes and any other information owned or in the care of CFS & Associates, Inc..

Item 6. CONSEQUENTIAL DAMAGES. The amounts to be paid to CFS & Associates, Inc. under this Agreement do not include any assumption of risk, and CFS & Associates, Inc. disclaims and an all liability for incidental or consequential damages arising out of the use of operation the software provided .

Item 7. REMEDIES UPON DEFAULT. Failure of Buyer to perform its obligations hereunder including, without limitation, payment in full of the services and goods provided herein, for insolvency, bankruptcy, assignment for the benefit of creditors, or dissolution, liquidation or winding down of the business of Buyer prior to payment in full shall constitute a default under this Agreement, and shall afford to the CFS & Associates, Inc. all the remedies of a secured party under the Ohio Revised Code of the State of Ohio.

Item 8. ENTIRE UNDERSTANDING. This Agreement contains the entire understanding of the parties and is intended as a final expression of their Agreement and a complete statement of the terms thereof. It shall not be modified except by an instrument in writing signed by the parties hereto.

Item 9. GOVERNING LAW. This Agreement will be governed by the laws of the State of Ohio. It constitutes the complete and exclusive statement of the Agreement between the parties; which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this agreement.

Item 10. VALIDITY OF AGREEMENT. If any provision of provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Item 11. AMENDMENT. This Agreement may only be changed or amended by a writing, executed by an Officer of CFS & Associates, Inc. and Buyer.

Item 12. CONTRACT TERMINATION. The CFS & Associates, Inc. shall have the right to cancel contract an any time.

Item 13. BUYER CONTRACT TERMINATION. The Buyer shall have the right to cancel the contract at any time, however this does not release the Buyer from any PAYMENT or DEBT owed to CFS & Associates, Inc.. Upon termination Buyer shall pay in accordance with Item 2, contained herein.

Accepted by: Accepted by:

Rev 9.25.2004