MUTUAL REFERRAL AGREEMENT

This Mutual Referral Agreement (the “Agreement”) is effective December 15th, 2006 by and
between --------------- having its principal place of business at ------------------having its principal
place of business at -------------------- (each a “Party”, collectively the “Parties”).

In consideration of the mutual covenants and promises set forth below, the Parties agree as
follows:

1. Scope: --------- (---------) will refer potential qualified customers to --------- and --------- will
work on finalizing a contract with the potential customer referred by ---------. --------- will
refer potential qualified customers to --------- (---------) and --------- (---------) will work on
finalizing a contract with the potential customer referred by ---------. All potential qualified
customers referred by either party are hereafter termed “Referred Customers”.

2. Term and Termination of Agreement: This Agreement will commence on December 15,
2006 and will continue in effect for a 12 month period. At the end of the first and each
subsequent 12 month term, this Agreement shall automatically renew for another 12 month
term unless either Party, at its sole discretion, provides written notice of cancellation to the
other Party 30 days prior to the expiration of the 12 month term.

2.1 Either Party, at its sole discretion, can terminate this Agreement by providing 60 days written
notice.

2.2 Either Party may immediately terminate this Agreement upon written notice to the other Party
if the other Party materially breaches any of the terms or conditions of this Agreement.

2.3 Immediately upon termination of this Agreement, --------- shall return all --------- Proprietary
Information (including all copies and extracts thereof) to --------- and --------- shall return all
--------- Proprietary Information (including all copies and extracts thereof) to ---------.

2.4 In the event of termination according to 2.2, a material breach of any of the terms or
conditions of this Agreement, either Party will be obligated to pay the other Party any earned
commissions due under this Agreement up to and through 6 months after the effective date of
termination. In all cases, as defined in 2.1, either Party will be obligated to pay the other Party
any earned commissions due under this Agreement up to and through 1 year after the effective
date of termination.

3. Commissions: --------- will be eligible to earn a 10% commission on the gross revenue
received by --------- from all Referred Customers generated by --------- during the term of this
agreement for ---------’s consulting business; the maximum commission to be paid by ---------
is $ 20,000 per customer.
Gross revenue of --------- is defined as the monthly retainer fees paid by ---------’s customer for 1
year. The commission will be payable in the month that the invoices are collected and shall be
paid by the end of the following month.

--------- will be eligible to earn a 10 % commission on the gross revenue received by --------- from
all Referred Customers generated by --------- during the term of this agreement for ---------’s sales
and channel development business; the maximum commission to be paid by --------- is $ 20,000
per customer.

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Gross revenue of --------- is defined as the monthly retainer fees paid by ---------’s customer for 1
year. The commission will be payable in the month that the invoices are collected and shall be
paid by the end of the following month.

4. Records: Either Party shall keep at its normal place of business, detailed and up to date
records and accounts showing the work and gross revenues generated on a project-by-project
basis, and being sufficient to ascertain the payments due under this Agreement. Either Party shall
make such records and accounts available, on reasonable notice, for inspection during business
hours by an independent certified or chartered accountant nominated by the other Party for the
purpose of verifying the accuracy of any gross revenue statement given by the Party. The other
Party shall cause the accountant to agree in writing to keep confidential all information learnt
during any such inspection, and to disclose to the other Party only such details as may be
necessary to report on the accuracy of the gross revenue statement. The other Party shall be
responsible for the accountant's charges unless the accountant certifies that there is an inaccuracy
of more than 10% in any payment statement, which is not a simple accounting error, and in which
case the Party shall pay the accountant’s charges in respect of that inspection.

5. Confidentiality: Either Party understands that the other Party possesses and will possess
proprietary or confidential information that is important to its business, which will be provided to
the other Party. For purposes of this Agreement, “Proprietary Information” is information that
was or will be developed, created or discovered by, for or on behalf of the Parties, or which
became or will become known by, or was conveyed by the Parties (including without limitation),
which has commercial value in the Parties’ business. Further, Proprietary/Confidential
information shall include any information that either Party provides to the other Party that could
be reasonable construed as proprietary and confidential, even if not marked or identified as such.
Proprietary information includes, but is not limited to, information relating to products, processes,
techniques, formulas, ideas, know-how, works of authorship, copyrightable works, inventions
(whether patentable or not), technical information, trade secrets, computer programs, computer
code, designs, technology, compositions, data, drawings, schematics, customers, product
development plans, rates, suppliers, vendor relations, and other business, technical and financial
information, and other information received in confidence disclosed by either Party to the other
Party. At all times during this Agreement and after its termination, either Party will keep in
confidence and trust, and will not use or disclose, any Proprietary/Confidential Information
without the prior written consent of the other Party, except that the Party may use such
Proprietary Information as may be necessary and appropriate in the ordinary course of performing
the Services of this Agreement. Either Party agrees that immediately upon the other Party’s
request and, in any event, upon completion of the Services, either Party shall deliver to the other
Party all Proprietary Information and all copies and extracts thereof and acknowledges that any
disclosure or unauthorized use of Proprietary Information will constitute a material breach of this
Agreement and cause substantial harm and irreparable harm to the Party for which damages
would not be a fully adequate remedy, and thereof, in the event of any such breach or threatened,
in addition to other available remedies, the Party shall have the right to obtain appropriate and
immediate injunctive relief.

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6. Choice of Law: In the event that either Party needs to seek enforcement of this agreement or in
the event of a dispute, the choice of law shall be governed by the laws of California.

7. Attorneys Fees: In the event that either Party needs to enforce the terms of this agreement or
any other material dispute between the Parties, the prevailing Party shall be entitled to receive its
costs including but not limited to reasonable attorney’s fees.

SIGNATURES

--------- LLC

_________________________ _______________________

_________________________

Date: ____________________ Date: _________________

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