CONSULTING AGREEMENT

AGREEMENT Made by and between

___________________________________________________________________

hereinafter referred to as the "Company," and Empire Business Brokers, Inc.,

1037H Village Round, Allentown, PA. 18106, hereinafter referred to as the "Contractor;"

WHEREAS, the Company proposes to operate franchised operations at the address set
forth above and desires to have services performed for it by the Contractor; and,

WHEREAS, the Contractor agrees to perform the services set forth herein for the
Company under the terms and conditions below mentioned;

THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by

and between the Company and the Contractor:

GENERAL TERMS

1. The Company agrees to pay to the Contractor the total sum of $6,000.00 for
the work to be performed under this agreement, according to the following
schedule:
A. $6,000.00 at the signing and execution of this agreement (receipt
acknowledged).
B. Contractor will deliver all related materials to the designated company
Franchise Sales Director. Then together we will begin the franchise
marketing and sales program.
C. With regard to the sale of individual franchise units, Contractor would
receive a position as an exclusive broker of the franchise, and in that
capacity we would receive 50% of the franchise fee paid to the
company by franchisees. Our commission upon sale of a Master
Franchise Territory shall be 40% of the selling price of the territory.

2. The services of the Contractor are described on the proposal attached hereto
and labeled as Schedule "A" of this agreement.

3. The said services described and required herein shall be completed on or

before the fourth month following the date of this agreement subject to the
following conditions:
A. The Company's attorney shall have received and reviewed all filing
documents to the various State regulatory agencies and shall have
returned the same to the Contractor with any changes they deem
advisable;
B. Dates waived should the State regulatory agencies not have approved
the filing by the date specified due to any normal backlog in these
offices.
 4. The Company and the Contractor intend that an independent contractor-
contractee relationship will be created by this agreement.

5. Any termination shall be effective only upon 180 days written notice of said
termination to the other party to this agreement.

6. The Company agrees that it shall be responsible for and shall supply upon
request to the Contractor all necessary data, facts, and records to aid the
Contractor in the performance of its duties herein, and the Contractor agrees
that upon such receipt of information, it will produce the requested materials,
advice and market studies, business plan and sales program.

7. Any fees, costs, travel bills or bills for food and lodging are the expense of the
Company unless provided and agreed to the contrary. (See Exhibits I and II.)

8. The agreement shall not be changed, altered, modified, or added to unless in

writing and properly executed by both parties hereto.

9. This agreement and any disputes related hereto shall be considered under
the laws of the State of Pennsylvania and litigated in the County of Lehigh.
The parties agree to arbitrate any disputes prior to legal action.

10. This agreement constitutes the entire agreement between the parties hereto
and the parties acknowledge and agree that neither of them has made any
representation with respect to the subject matter of this agreement or any
representation specifically set forth herein and that each of the parties hereto
acknowledge that they have relied upon their own judgment in entering into
the same. All fees paid to the consultants are deemed earned and non-
refundable when received.

11. A waver by one party hereto by a breach of this agreement shall not be
deemed a waver for future breaches of this agreement.

Dated at Allentown, PA.

Agreed to this ______ day of ___________________, 20___.

______________________________________________(COMPANY)

BY____________________________________________

EMPIRE BUSINESS BROKERS, INC. (CONTRACTOR)

BY____________________________________________
 EXHIBIT I

In order that all additional expenses are within the complete control of the Company, the
Company will approve or disapprove such expenses in writing.

Additional expenses are defined as any outside legal, accounting, public relations and
advertising professional's costs, travel, bills for food/lodging, and any other costs not
specifically stated in the agreement. (See Exhibit II.)
 EXHIBIT II

DATE:__________________________________________________

COMPANY NAME:________________________________________

COMPANY ADDRESS:_____________________________________

_____________________________________

AUTHORITY NAME AND TITLE:______________________________

DESCRIBE IN DETAIL NATURE OF EXPENSE:__________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

COST:___________________ IS COST APPROXIMATE? YES___ NO___

APPROVED:______________________________________________

DISAPPROVED:___________________________________________