Consulting Agreement

This Agreement is made effective as of July 24, 1998, by and between YOUR COMPANY, of 999 STREET AVE, Suite 111, Atlanta, Georgia 30326, and Mark A. Stolz, of 1412 Milford Chase Ct., Marietta, Georgia 30008.

In this Agreement, the party who is contracting to receive services shall be referred to as "YOUR COMPANY", and the party who will be providing the services shall be referred to as "Mark Stolz".

Mark Stolz has a background in Unix / NT / Network Infrastructure Consulting and is willing to provide services to YOUR COMPANY based on this background.

YOUR COMPANY desires to have services provided by Mark Stolz.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on July 24, 1998, Mark Stolz will provide the following services (collectively, the "Services"): Support existing framework of computers servers. Assist in trouble shooting Unix, Web, and network related problems. Provide guidance for less experienced employees. Provide documentation on the resolution of all significant issues.

2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Mark Stolz shall be determined by Mark Stolz. YOUR COMPANY will rely on Mark Stolz to work as many hours as may be reasonably necessary to fulfill Mark Stolz's obligations under this Agreement.

3. PAYMENT. YOUR COMPANY will pay a fee to Mark Stolz for the Services based on $_______ per hour. This fee shall be payable weekly, no later than 7 days after the end of each applicable week during which Services were performed. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Mark Stolz shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Mark Stolz has not yet been paid.

4. TERM/TERMINATION. This Agreement shall terminate automatically upon completion by Mark Stolz of the Services required by this Agreement.

5. RELATIONSHIP OF PARTIES. It is understood by the parties that Mark Stolz is an independent contractor with respect to YOUR COMPANY, and not an employee of YOUR COMPANY. YOUR COMPANY will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Mark Stolz.

6. CONFIDENTIALITY. YOUR COMPANY recognizes that Mark Stolz has and will have the following information:

and other proprietary information (collectively, "Information") which are valuable, special and unique assets of YOUR COMPANY and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Mark Stolz agrees that Mark Stolz will not at any time or in any manner, either directly or indirectly, use any Information for Mark Stolz's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of YOUR COMPANY. Mark Stolz will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.

7. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:



Joe VP

Vice President

999 STREET AVE, Suite 111

Atlanta, Georgia 30326

IF for Mark Stolz:

Mark A. Stolz

1412 Milford Chase Ct.

Marietta, Georgia 30008

Such address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

9. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

10. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Georgia.

Party receiving services:


By: ____________________________________________________

Joe VP

Vice President

Party providing services:

Mark A. Stolz

By: ____________________________________________________

Mark A. Stolz