XYZ ASSOCIATES, INC.
STANDARD CONTRACT

This Agreement is made this 1st day of March, 2003, between Client Company, Inc. ("Client"), having its principal place of business at 321 Some Street, Boston, MA 02102 and XYZ Asscoiatess, Inc. ("XYZ Associates"), having its principal place of business at 1234 Other Street, Providence, RI 02903. In consideration of Client retaining XYZ Associates to conduct an independent study for Client, it is agreed as follows:

1. Compensation and Term

Client hereby retains XYZ Associates and XYZ Associates hereby agrees to perform the following services: Consulting services of XYZ Associates as required by Client, through May 1st, 2003. XYZ Associates will at various times perform services at Client's headquarters, at other Client facilities, or at XYZ Associates facilities, as directed by Client. XYZ Associates will perform the services at various times and for various durations as directed by Client.

The following fees shall apply:

$X per hour for services when less than 25 hours of services are performed in a 90 day period. $X per hour for services when more than 25 but less than 150 hours of services are performed in a 90 day period.

$X per hour for services when more than 150 hours of services are performed in a 90 day period.

Reasonable and necessary business and travel expenses actually incurred by XYZ Associates shall be reimbursed by Client upon submission of expense reports with back-up documentation, except that no travel expenses shall apply for assignments within a 100 mile radius of downtown Providence. All such expenses in excess of $25 and all travel plans must be approved in advance by Client.

XYZ Associates shall provide detailed invoices and shall maintain, and provide, upon request, backup documentation for a period of one year from the date of the respective invoices. Client shall make full payment for services within thirty days of invoice. If XYZ Associates brings a legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.

This Agreement shall commence on the date stated above, and shall remain in effect until all obligations under this Agreement have been properly completed. Either party to this Agreement may terminate this Agreement with or without cause by providing at least seven days written notice to the other party.

2. Warranties by XYZ Associates

XYZ Associates represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, Client will not determine or exercise control as to general procedures or formats necessary to have these services meet Client's satisfaction.

3. Insurance

XYZ Associates shall obtain and maintain during the term of this Agreement insurance, including worker's compensation, motor vehicle, and comprehensive general liability.

4. Independent Contractor

XYZ Associates acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. XYZ Associates shall not enter into any contract or commitment on behalf of Client. XYZ Associates further acknowledges that it is not considered an affiliate or subsidiary of Client, and is not entitled to any Client employment rights or benefits. It is expressly understood that this undertaking is not a joint venture.

5. Confidentiality

XYZ Associates recognizes and acknowledges that this Agreement creates a confidential relationship between XYZ Associates and Client and that information concerning Client's business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as "Confidential Information."

6. Non-Disclosure

XYZ Associates agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client. XYZ Associates further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.

7. Grant

XYZ Associates agrees that its work product produced in the performance of this Agreement shall remain the exclusive property of Client, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without Client's prior written consent. Any rights granted to XYZ Associates under this Agreement shall not affect Client's exclusive ownership of the work product.

8. Office Rules

XYZ Associates shall comply with all office rules and regulations, including security requirements, when on Client premises.

9. Conflict of Interest

XYZ Associates shall not offer or give a gratuity of any type to any Client employee or agent.

10. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the State of Rhode Island.

11. Entire Agreement and Notice

This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail.

IN WITNESS WHEREOF, Client and XYZ Associates have duly executed this Agreement as of the day and year first above written.

XYZ ASSOCIATES, INC.

By:

Name:

Title:

Date:

CLIENT

By:

Name:

Title:

Date: