for Professional Services 

This agreement entered into this_____day of _____ 2000__, by and between Converse Consultants (Consultant) and ___________________

(Subconsultant).

Subconsultant's Services: A detailed description of Subconsultant's services are attached hereto as Exhibit "A".

Performance of Services: Subconsultant's services described above shall be commenced on__________________200__ and completed no later than __________________200__, unless otherwise mutually agreed to in writing.

Subconsultant Fee: Subconsultant's fee which includes the cost of services performed by others and all expenses incurred in the performance of the work and which shall specify a lump sum amount or time and material not to exceed a maximum amount, is attached hereto as Exhibit "B".

Payments: Subconsultant shall submit monthly invoices to Consultant. Consultant shall bill client monthly on account of Subconsultant's services and shall pay Subconsultant promptly when Consultant receives payment from client on account thereof.

Unless a specific format and/or content are required by Consultants's client, all invoices shall indicate the task worked on, the classification of the individual(s) performing the work, number of hours worked, materials, supplies, expenses and such additional information as Consultant or Consultant's client shall reasonably request.

Accounting and Auditing: Subconsultant shall prepare and maintain accounting records in support of all costs billed to Consultant, which shall be subject to audit at all times during the course of the project and for a period not to exceed three (3) years after project completion under this Agreement.

Laws and Regulations: Regardless of where services are to be performed, Subconsultant shall have all necessary licenses and Subconsultant, its employees, agents, representatives, and subcontractors shall at all times comply with any and all applicable governmental laws, ordinances, statutes, standards, rules and regulations, including but not limited to those relating to working hours, working conditions, environment and safety and health.

General Responsibility: Subconsultant agrees that he shall act as an independent contractor, and Subconsultant shall perform the services provided for in this agreement in accordance with the generally accepted standard of care of Subconsultant's profession.

All services are to be performed by Subconsultant unless otherwise authorized in writing by Consultant.

Insurance: Before any services are provided under this agreement, Subconsultant shall procure and maintain in effect for the duration of this Agreement and for at least three years after, insurance coverage in amounts not less than set forth below.

Substance Abuse Policy and Testing: Consultant, as a matter of policy, prohibits the use, possession, transfer, sale, purchase, manufacture, distribution, solicitation or being under the influence of any illegal or unauthorized drug or other intoxicant while on Consultant's or Consultant's client's premises, during working hours, and/or while performing any Subconsultant business. Where Consultant's client requires substance abuse testing and/or related searches of persons or property whether for cause or at random in order to be eligible to work on assignments for such client, Subconsultant and/or Subconsultant's employees shall be subject to such testing requirements, at Subconsultant's expense, and/or related searches as a condition of accepting and continuing to qualify for such subcontracted work. Violation of Consultant's policy or failing a substance abuse test imposed pursuant to this provision may result in suspension or termination of Subconsultant's services as Consultant or its client deems necessary or appropriate.

Indemnification and Hold Harmless: Subconsultant agrees to indemnify and hold harmless the Owner, Consultant's client and Consultant and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorney's fees, judgements and penalties which may be sustained by or secured against Owner, Consultant's client and Consultant and agents and employees of any of them, arising from the negligent acts, errors or omissions of the Subconsultant, his employees and agents arising out of or connected with the performance of this agreement.

Termination: Consultant may terminate this agreement upon written notice if Subconsultant breaches his obligations under this contract or for any other cause, including but not limited to, cancellation of Consultant's contract for the project. Consultant shall compensate subconsultant for performance of services through the period of notice.

Attorneys Fees: Should suit be filed to enforce or for the breach of the terms of this agreement, the prevailing party shall be entitled to the award of reasonable attorney's fees.

Ownership of Materials and Documents: All materials resulting from Subconsultant or Consultant's efforts in connection with this Agreement, including documents, reports, calculations, maps, photographs, computer programs, computer printouts, notes, specimens, and any other pertinent data, are exclusive property of Consultant.

Governing Law: This contract shall be governed by the laws of the State of _____________.

Severability: If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect and are binding on Consultant and Subconsultant.

Entire Agreement: In addition to the terms and conditions set forth herein, Subcontractor is also bound by the terms and conditions of Consultant's agreement with its client, attached as Exhibit "C", the same as if Subcontractor were a party thereto.

This Agreement and attachments constitute the entire agreement between Consultant and Subconsultant. It supersedes all prior written or oral agreements, or contemporaneous communications with respect to the subject matter hereof, and has not been induced by any representations, statements, or agreements other than those expressed herein. Amendments or modifications to this Agreement will be binding on the parties only by means of a writing executed by both parties.

Approved and accepted by

Authorized Representative of