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INDEPENDENT SALES AGREEMENT

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THIS AGREEMENT by and between Enter Company Name, whose address is Enter Company
Address, hereinafter referred to as "Company", and Enter Sales Reps Name, whose address is Enter
Sales Reps Name Address, hereinafter referred to as "Representative".

WHEREAS, Company is engaged in the marketing and sale of Company products and services; and,

WHEREAS, Representative desires to sell Company's Company products and services in accordance
with the terms and conditions of this Agreement.

NOW, THEREFORE, it is agreed as follows:

1. Company hereby recognizes Representative as an authorized non-exclusive independent

representative to sell and promote Company products and services provided by the Company to an
assigned geographic area hereinafter referred to as "Territory". The initial Territory is North America
unless otherwise agreed to in writing by the company. Company Technologies reserves the right to
change the territory at anytime with a sixty-day notice.

2. Company Technologies does not require or make recommendations as to how much time, energy or
effort is required by the Representative deemed necessary to sell and promote the sale of Company's
products and services in the Territory during the term of this Agreement. The Representative is required
to use and invest their time as they determine necessary or appropriate.

Commissions paid and valid Representative ownership of a specific customer account and customer
opportunity is dependent upon the accuracy, frequency and detail electronically recorded by the
Representative to Company. It is at the sole discretion of the Company management team to resolve any
disputes that might arise.

3. For each customer invoice of Company's products as arranged solely by Representative under this
Agreement, Representative shall be entitled to a commission equal to…

10 percent for ongoing managed sales support by Representative, or

5 for ongoing managed sales support by Company

…of customer billings for current shipping product sales only as long as the per unit sales price is not
lower than the published Company price list. The Commission due will be calculated on the selling price
to the Reseller and exclude freight and sales tax.

4. Any sales priced lower than the published sales price requires Company management approval in
writing. The commission for these sales will be determined in an individual invoice basis and all decisions
by Company management will be final. Invoices will be created by company and dated on the day
merchandise is shipped to customer. Commissions are considered earned and payable upon shipping
and invoicing as specified above.

Commission payments are calculated on a monthly basis to include all invoices dated within the month of
calculation. Representatives will receive payment for monthly commission calculated as defined above
within 32 days from the end of the month commissions were calculated. (i.e. commissions earned anytime
during the month of June will be paid by August 2). Any commissions previously paid on outstanding
invoices that exceed 60 days past due for customer payment may incur a reversal of commissions. If the
Representative provides substantial assistance to collect the amount outstanding in full prior to the
invoice becoming 90 days past due, then the commission may be reimbursed to the Representative.

Commissions will be paid on product sales and shall not include freight and other charges incidental to
the product sale. Commissions for services such as contract programming, product customization, or
course development will be determined on an individual project basis and all decisions by Company
management will be final.

Termination of Agreement: Either Company Technologies or Independent Representative may terminate

this agreement at anytime with a 30 day written notice. Independent Representative will be entitled to
any commissions earned up to the termination date of this agreement.

5. During the term of this Agreement or within one year after its termination, Representative, or any
agents or representatives under Representative's control, shall not compete with Company, directly or
indirectly, as a Representative or on behalf of any other person, firm, partnership, corporation or other
entity in the sale or promotion of services the same as or similar to Company's services within the
Territory. Under no circumstances and at no time shall Representative disclose to any person any of the
secrets, methods or systems used by the Company. All customer lists, brochures, reports, and other
such information of any nature made available to Representative by virtue of Representative's association
with Company shall be held in strict confidence during the term of this Agreement and returned to the
company within ten days after termination.

6. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar
relationship between Company and Representative. Representative shall be an independent contractor.
Company shall not be required to withhold any amounts for state or federal income tax or for FICA taxes
from sums becoming due to Representative under this Agreement. Representative shall not be
considered an employee of Company and shall not be entitled to participate in any plan, arrangement or
distribution by Company pertaining to or in connection with any pension, stock, bonus, profit sharing or
other benefit extended to Company's employees. Representative shall be free to utilize his time, energy
and skill in such manner as he deems advisable to the extent that he is not otherwise obligated under this
Agreement.

7. Representative shall bear any and all costs or expenses incurred by Representative to perform his
obligation under this Agreement, including, but not limited to, vehicle insurance, entertainment, travel
expenses and telephone expenses.

8. The rights and duties of Representative under this Agreement are personal and may not be assigned
or delegated without prior written consent of Company.

9. Representative is not authorized to extend any warranty or guarantee or to make representations or

claims with respect to Company's products or services without express written authorization from
Company.

10. Representative shall indemnify and hold Company harmless of and from any and all claims or liability
arising as a result of negligent, intentional or other acts of Representative or his agent or representatives.

11. Company shall indemnify and hold Representative harmless of and from any and all liability
attributable solely to the negligent, intentional or other acts of Company or its employees.

12. Any dispute or controversy arising out of or relating to this Agreement shall be settled finally and
exclusively by arbitration in the State of Michigan in accordance with the Employment Arbitration Rules of
the American Arbitration Association then in effect. Such arbitration shall be conducted by a single
arbitrator who, unless otherwise agreed to in writing by the parties, shall be an impartial attorney at law
who has had training and experience as an arbitrator and who has practiced law for at least fifteen (15)
years in either commercial litigation or employment matters. If the parties to the dispute are unable to
agree on the selection of an arbitrator, the parties shall alternatively strike names from a list of arbitrators
provided by the American Arbitration Association in accordance with its rules until a single arbitrator is
selected. Any finding by such arbitrator shall be final and binding upon the parties. Judgment upon any
award rendered by the arbitrator may be entered in any court having jurisdiction thereof, and the parties
consent to the jurisdiction of the State of Michigan, Oakland County Circuit Court for this purpose.
Nothing contained in this paragraph shall be construed to preclude the Company from obtaining injunctive
or other equitable relief to secure specific performance or to otherwise prevent a breach or contemplated
breach of this Agreement by the Employee as provided in Section 5 above.
13. Any notice under this Agreement shall be deemed given on the third business day following the
mailing of any such notice, postage paid, to the address set forth above.

14. This Agreement contains the entire agreement between the parties and any representation, promise
or condition not incorporated herein shall not be binding upon either party.

15. The term of this agreement shall commence as of the effective date set forth above, and shall
continue for a period of one (1) year. Thereafter the term of this agreement shall be automatically
renewed for successive one year periods unless written notice of termination is given by either party sixty
(60) days prior to the end of any one year period.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of the date of the party
last signing below.

Company Technologies, Inc. Independent Representative

President Name _____________________________

Printed Name

_____________________________ _____________________________
Signature Signature

Date ___________ Date ___________

_____________________________ _____________________________
Witness Witness

Date ___________ Date ___________