CONT RA CT FOR SER VIC ES

This Contract for Services (“Agreement” or “Contract”) is entered into this 3rd day of January, 2006, by and between PC800 Trust, J.
Zehala Trustee (hereinafter "Contractor") and Roger Werking, (hereinafter "Consultant").

W-I-T-N-E-S-S-T-H

Wh ere as, Contractor desires to retain Consultant to perform certain services in furtherance of its business activities; and,

WH ERE AS , Consultant desires to perform certain services for Contractor under the terms and conditions contained herein.

NO W, THER EFOR E, in consideration of the foregoing and the mutual covenants and agreements herein contained, the
parties agree as follows:

1. Co mme nce men t and Ter mina tion : Contractor hereby retains Consultant to perform the services detailed in Exhibit “A”
attached hereto and fully incorporated herein. Consultant may perform all services at Contractor’s offices, located at 458 N.
Cassady, Bexley OH 43209 or at any other location suitable to Consultant that reasonably insures the confidentiality of the
Contractors business. This Agreement shall commence on the date stated above. Either party may terminate this Agreement
with or without cause by providing at least seven (7) days written notice to the other party.

2. Pe rfor man ce: Consultant shall determine the schedule of hours and days to work per week. While Consultant represents
and warrants to Contractor that it has the experience and ability to perform the services required by this Agreement, that it will
perform those services in a professional, competent and timely manner, and that it has the power to enter into and perform
this Agreement. Contractor shall not determine or exercise control as to general procedures or formats necessary to have
these services meet Contractor's satisfaction.

3. In dep end ent Con trac tor: Consultant acknowledges that the services rendered under this Agreement shall be solely as an
independent contractor. Consultant shall not enter into any contract or commitment on behalf of Contractor. Consultant further
acknowledges that it is not considered an affiliate or subsidiary of Contractor, and is not entitled to any Contractor employment
rights or benefits. It is expressly understood that this undertaking is not a joint venture.

4. Co nfid ent ial In form ati on: Consultant recognizes and acknowledges that Contractor possesses certain valuable oral and
written information, ideas and other proprietary information related to its business that is confidential and proprietary to
Contractor, including, but not limited to, business strategies and plans, customers, services, marketing techniques, studies,
trade secrets, direct mail databases, business plans, records, data and information that reveal the processes, methodologies,
technology or know how by which Contractor’s existing or future products, services, applications and methods of operation are
developed, conducted or operated, all of which shall be considered together as "Confidential Information". Consultant
agrees that, except as directed by Contractor, 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
Contractor all documents, papers, and other matter in its possession or control that relate to Contractor.

5. No n-Di sclo sure : Consultant shall use its best efforts and take all steps necessary to prevent and protect the Confidential
Information, and all parts thereof, from disclosure and/or publication to any person other those authorized persons or entities
having a need for disclosure in connection with Consultant's authorized use of the Confidential Information. Except as set
forth herein, Consultant agrees:

a. Not to use, disseminate, publicize, or disclose the Confidential Information, or allow its personnel to disclose
said Confidential Information.
b. To use the Confidential Information only for the purpose for which it was disclosed.
c. Not to use or exploit the Confidential Information for its own benefit or the benefit of another without
Contractor’s prior written consent.
d. That the Confidential Information shall not be reproduced in whole or in part.
e. That the Confidential Information shall not be used in any business or commercial activity of any affiliate,
subsidiary, or related company of Consultant without Contractor’s prior written consent.

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 f. That it shall be fully responsible for any breach of this Agreement by its agents, contractors, representatives,
employees, and any other person or entity to which it disclosed the Confidential Information. Consultant
shall promptly report to Contractor any actual or suspected violation of the terms of this Agreement and shall
immediately take all reasonable steps requested by Contractor to prevent, control or remedy any such
violation.

6. No n-Co mpe titi on : Consultant acknowledges that Contractor could not protect the Confidential Information against
unauthorized use or disclosure if Consultant or certain persons associated with Consultant held interests in any similar or
competing business or program. Contractor is entering into this agreement in part in consideration of and in reliance upon
Consultant's agreement to deal exclusively with Contractor.
a. Accordingly, during the term of this Agreement and for three subsequent years after the last date that Consultant
works for Contractor, Consultant shall not have any interest, directly or indirectly (whether as a shareholder, member,
partner, director, officer, manager, employee, consultant or otherwise), in any business that competes with Contractor
in the areas of real estate acquisition through any means within 200 miles from Columbus OHIO (the “Restricted
Territory”).
b. Consultant further agrees (i) not to take any action which is intended, or would reasonably be expected to, adversely
affect Contractor, its business, reputation, or its relationship with its clients or prospective clients; and (2) not to
solicit, recruit, divert or take away, or attempt to divert or take away, the business or patronage (with respect to
products or services of the kind or type developed, produced, marketed, furnished or sold by Contractor) of any of the
clients, customers or accounts, or prospective clients, customers or accounts, of Contractor. The time period referred
to herein shall be stayed during any violation or breach of the terms of this paragraph.

7. No n-S olici tati on : During the Non-Competition Period, Consultant shall not, directly or indirectly, either personally or on
behalf of any other entity (whether as a director, stockholder, owner, partner, consultant, Contractor, employee, Consultant or
otherwise:
a. solicit, induce, entice, divert, hire, employ or attempt to employ, or take any other action which is intended to solicit,
induce, divert, entice, hire, employ or attempt to employ or could reasonably be expected to have the effect of
soliciting, inducing, enticing, hiring, employing or attempting to employ or otherwise cease their employment with
Contractor, any individual employed by Contractor during the term of this agreement and three subsequent years
thereafter;
b. take any action which is intended, or would reasonably be expected to, adversely affect Contractor, its business,
reputation, or its relationship with its clients or prospective clients;
c. solicit, recruit, divert or take away, or attempt to divert or take away, the business or patronage (with respect to
products or services of the kind or type developed, produced, marketed, furnished or sold by Contractor) of any of the
clients, customers or accounts, or prospective clients, customers or accounts, of Contractor.

8. No n-co mpe titi on Af ter Term inat ion . If Consultant or Contractor elect to terminate this Agreement as provided herein,
Consultant agrees that it shall not own, employ, be employed by, or have a direct or indirect interest in any business similar
Contractor’s business within the Restricted Territory. Consultant further agrees not to directly or indirectly for itself, or others,
attempt to divert, any customers from Contractor’s business. The term of these restrictions will be for three years after
termination or expiration of this Agreement. In no event shall Consultant ever use Contractor’s system, name, or any
trademarks following termination or expiration of this Agreement.

9. Offic e Rul es: Consultant shall comply with all office rules and regulations, including security requirements, when on
Contractor’s premises.

10. Br eac h : The provisions of this Agreement are necessary for the protection of the business and goodwill of Contractor and by
signing hereunder, Consultant acknowledges and agrees that all terms contained herein are reasonable for such purpose.
Consultant further agrees that any breach of this Agreement shall cause Contractor substantial and irreparable damages and
that Contractor may have no adequate remedy at law for the violation of the terms and conditions of this Agreement.
Therefore, in the event of a breach, threatened breach or intended breach of this Agreement by Consultant, Consultant agrees
that Contractor, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to seek
enforcement of this Agreement by specific performance, and/or preliminary and final injunctions, enjoining and restraining
such breach or threatened breach or intended breach. If any arbitration, litigation or other legal proceeding relating to this
Agreement occurs, the prevailing party shall be entitled to recover from the other party (in addition to any other relief awarded
or granted) its reasonable costs and expenses, including attorney’s fees, incurred in the proceeding.
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11. Ch oice of Law : This Agreement shall be governed, interpreted, construed, and enforced by the laws of the state of Ohio,
without giving effect to principles of conflicts of law. In the event that any dispute arises out of this Agreement or is related to
this Agreement, each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction and
venue of the state courts located in Franklin County, Columbus, Ohio, and agrees that these courts shall be considered a
convenient forum.

12. Ag ree men t Bi ndin g : This Agreement is binding upon, inures to the benefit of, and shall be enforceable by Consultant and
Contractor and the directors, officers, shareholders, subsidiaries, parents, contractors, trustees, attorneys, partners,
predecessors, executors, employees, agents, representatives, successors, successors-in-interest, heirs, permitted assigns,
and beneficiaries of each. Consultant’s obligations of confidentiality and restrictions on use of the Information disclosed by
Contractor shall survive termination of this Agreement.

13. In terp ret atio n : No provision of this Agreement shall be construed against or interpreted to the disadvantage of Contractor
by any Court or other governmental authority by reason of Contractor having or having deemed to have dictated, drafted, or
structured such provision. This Agreement shall not be construed as a “letter of intent,” an agreement to enter into a
subsequent agreement or in a similar fashion. The purpose of this Agreement is to simply facilitate the review of information
necessary for Consultant to evaluate entering into a business relationship with Contractor.

14. Wai ver of Brea ch . The waiver of a breach of any term or provision of this Agreement, which must be in writing, shall not
operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

15. He adi ngs : The titles, captions, or headings used in this Agreement are used for convenience only and do not form a part of
this Agreement, nor shall they be considered in construing or interpreting this Agreement.

16. Fa csim ile Sign atu res : Any signature page delivered by a fax machine shall be binding to the same extent as an original
signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers
such a signature page agrees to later deliver an original counterpart to any party which requests it.

17. No tice s . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered
personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with acknowledgment of complete transmission) to the parties at the following addresses (or
at such other address for a party as shall be specified by like notice); provided, however, that notices sent by mail will not be
deemed given until received:

Co ntra ctor : PC800 Trust Co nsul tan t: Roger Werking

458 N. Cassady ______________________
Bexley OH 43209 ______________________

18. Se ver abili ty . If any one or more of the provisions of this Agreement is held by a court of competent jurisdiction to conflict
with any federal, state or local law, or to be otherwise invalid illegal, or unenforceable, such portion of this Agreement shall be
of no force or effect, and the unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable
provision which comes closest to the intent of the parties. This Agreement shall otherwise remain in full force and effect and
be construed as if such portion had not been included in this Agreement.

19. Co mpli anc e wi th The La w. Consultant agrees to comply with all applicable laws in regards to all tasks they are
contracted to complete or perform. This includes but is not limited to Real Estate license law and other applicable laws in
regards to carrying out contracted responsibilities. In the event this it is found that the Consultant has violated any laws
Contractor my immediately terminate Consultant without notice.

20. Pa yme nt of Cons ulta nt: Consultant shall from time to time submit to contractor a detailed invoice for services performed
(As detailed in Exhibit A) for payment. This shall take place no more frequently then once every two weeks. Invoice shall
contain enough detail so as Contractor can reasonably track, ascertain and verify work completed. Upon receipt and
verification Contractor shall promptly pay Consultant.
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 21. Pri vat e T ria l Clau se fo r Ohio In the event that litigation is brought in any State or Federal Court, relating to, arising out
of or concerning this contract, we hereby agree and covenant with each other to waive and give up the right to a jury trial and
to submit all manner of causes of action, controversies, differences, claims or demands whatsoever, whether of fact or of law
or both, to be resolved at the request of any party, by a trial on order of reference conducted by a retired judge or justice
recommended by the Ohio Private Trial Association, or its successors, appointed pursuant to the provisions of Ohio Revised
Code Section 2701.10 or any amendment, addition or successor section thereto to try determine and adjudicate the case in its
entirety. The parties intend this reference agreement to be specifically enforceable in accordance with said section. If the
parties are unable to agree upon a retired judge recommended by the Ohio Private Trial Association to act as judge then one
shall be appointed by the Presiding Judge of the Common Plea’s Court of the county wherein the hearing is to be held. The
parties further agree to assume full responsibility for providing facilities, equipment, and personnel reasonably needed by the
retired judge during his/her consideration of the action or proceeding and to pay in advance, to the retired judge, the estimated
reasonable fees and costs of the trial or proceeding as maybe specified in advance by the retired judge in accordance with
his/her customary fee schedule. The parties shall initially share equally, by paying their proportionate amount of the estimated
fees and costs of the retired judge. Failure of any party to make such a fee deposit shall result in a forfeiture by the non-
depositing party of the right to prosecute or defend the cause(s) of action which is (are) the subject of the reference, but shall
not otherwise serve to abate, stay, or suspend the reference proceeding. This provision operates as an agreement by the
parties hereto for reference pursuant to Ohio Revised Code Section 2701.10. © Ohio Private Trial Association 1994

This Agreement constitutes the entire agreement between Consultant and Contractor. No prior or contemporaneous
representations, whether oral or written not contained herein, shall be of any effect. This Agreement shall not be modified, changed, or
altered in any respect, except in writing, executed by Consultant and Contractor.

This Agreement may be executed in one or more counterparts, or by facsimile, each of which shall be deemed a duplicated
original, and all of them shall constitute one and the same Agreement; provided that it shall only be necessary to produce one duplicate
of each Agreement for proof. Each counterpart shall be enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.

IN WIT NES S WH ERE OF , the parties have executed this agreement effective as of the date first written above.

Contractor: Consultant:

_________________________________ _______________________________
J. Zehala, Trustee, PC800 Trust date
Roger Werking date

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 EXHI BI T A “ Con su lt an t S erv ic es ”

Consultant agrees to perform the following services:

SER VICE NOTE S COST

Set Appointments (that shows up) with “Qualified See below for definition of $25
Seller to Meet With” Contractor “Qualified Seller to Meet With”
Enter Seller inquiry Data into Quickbase Tracking $5
System
Forward “Qualified Homegain Sellers” to Homegain See below for definition of $5
“Qualified Homegain Sellers”
ADDIT ION ALL Y:
Bonus for appointments set by Consultant with Consultant may choose to be $450 paid after said property has
“Qualified Seller” met with that result in the paid either way as detailed been sold
contractor purchasing said property: here OR
$325 paid upon Consultant request
anytime after property is purchased
but prior to property being sold
Bonus For appointments set by Consultant (per $800 paid after said property has
above) with “OLD SELLERS” that result in the been sold
contractor purchasing said property: OR
*With old sellers defined below $600 paid upon Consultant request
anytime after property is purchased
but prior to property being sold
Definitions:
1. A “Seller” is defined as an owner of real property that through the contractor’s marketing efforts has contacted the
contractor about purchasing their real property.
2. “Qualified Seller to Meet with” is Defined as:
a. A Seller with a reasonably established asking price who is verified as actually owning said property.
b. A Seller with at least 30% equity in said property as can be reasonably ascertained by Consultant using
computer analysis tools available to the Consultant.
i. IE: Above equity is determined by looking at computer based value (not sellers asking price)
determined by Consultant, less mortgages and liens, as a percentage of value.
c. A seller who shows up for said appointment.
d. Consultant agrees to track said appointments and to invoice contractor as defined herein with names & dates of
appointments.
3. “OLD SELLERS” is Defined as:
a. A Seller that the Contractor has met with (or had contact with) in the past in which at least 60 days has passed,
but Contractor never ended up purchasing their real property.
4. “Qualified Homegain Sellers” is Defined as:
a. A seller who owns property that is worth at least $90,000 as can be reasonably ascertained by Consultant
using computer analysis tools available to the Consultant
b. A seller who owns a property that is NOT in an area that the contractor works or that the Contractor has an
affiliate.
5. Enter Seller inquiry Data into Quickbase Tracking System is defined as having entered required fields for Contractor
tracking purposes in Quicbase online database system. Contractor shall reasonably assist in training for this task.
Consultant.
a. Consultant agrees to track said appointments and to invoice contractor as defined herein with names & dates of
appointments.

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6. Consultant agrees to track all the above and to provide reasonable reports of activities upon billing Contractor and upon
Contractor request.

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