Consulting Payment Agreement

CONSULTING PAYMENT AGREEMENT pg. 1 of 2

This Consulting Fee Agreement (Agreement) is made this _____day of ______, 2006 between MDC Consultants, Inc. dba Advanced Payroll and Consultants. (Consultant) and ______

______(Client). In consideration of mutual promises set forth below, the sufficiency of which is acknowledged the parties agree as follows:

1. Consultant shall perform the services set forth in Addendum A to this Agreement which have been initialed by both Consultant and Client.

2. In consideration for the services provided by Consultant, Client shall pay a consulting fee equal to one half, 50%, of the savings for: A. Prior year(s) _03, 04, 05 and B for a period of twelve months, (12) from the date of this contract stated above. A savings is defined as: A. cash refund, B. a billing credit, or C. a percentage or dollar reduction in any fee for service, tax rate, or worker’s compensation rate, or any other lawful business expense that are mutually agreed upon per Addendum A. All savings will be documented in periodic written reports prepared by Consultant. Consultant will use applicable invoices, statements, reports, federal and state tax forms to document Client's costs preceding the effective date of this Agreement and their savings after performance of services by Consultant under this Agreement. The fee is due upon documentation of the savings. Client shall pay this consulting fee to Consultant within ten, (10), calendar days after receipt of the Consultant’s invoice.

3. In order for the Consultant to properly perform the consulting services the Client agrees to supply Consultant with applicable invoices, and or statements within ten, (10) calendar days of request. In the event Client fails to timely provide Consultant with the requested documents. The Client agrees to pay the Consultant $10 per each business day past the due date on which the documents are to be given to the Consultant. The Consultant may institute a lawsuit to compel such delivery, in which event the prevailing party shall be entitled to recover from the other party its reasonable costs and attorneys fees.

4. The parties agree that any interpretation, disputes or other issues to this Agreement are governed by the laws of the State of Florida. Any lawsuits filed under this Agreement shall be filled in the State Court of Pinellas County, Florida.

5. The parties agree that all fees and costs of any collection and or legal proceeding hereunder, including reasonable attorney fees shall recovered by the prevailing party.

6. The parties agree that if any of the terms of this Agreement are null, void, or inoperative for any reason, such provisions are severable and the remaining provisions retain full force and effect.

7 . The parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties and this Agreement cannot be modified in any way except in writing signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as written above.

Advanced Payroll Consultants Client

By:______Signed by Corporate officer

Date: ______Date: ______ADDENDUM A TO THE pg 2 of 2 CONSULTING FEE AGREEMENT

Consulting fees for the years set forth in the contract, (item #2), will be paid for the savings applied for those items below. Client/Consultant

1 Reduction in insurance premiums: A. Workers Compensation - * Implementation of insurance premium cost reduction actions that result ______/_____ in any reductions and or rebates that are not shown on the client’s existing policy statement

B. Insurance policies - * audit of bill ______/_____

2. Reduction, credits, and rebates of Employer Payroll Taxes:

A. Employer FICA and Medicare Payroll Taxes ______/_____

B. Florida State Unemployment Taxes ______/_____

4. Reduction of employee leasing cost: leasing fees: credit, and or cash rebate. ______/_____

5. Reduction of the officers of the corporation personal federal, Social Security tax, and state taxes. List of officers: ...... ______/_____

...... ______/______

6. Reduction of employee leasing cost: leasing fees: credit, and or cash rebate. ______/_____

7. OTHER ...………………………………………………… ______/______

Parties will jointly initial specific services to be performed by Consultant.

Consulting fees will be paid by the 10th day of Consultant's invoice.

Advanced Payroll Consultants, CLIENT

By:______

Corporate officer

Date_____ Date______