State of __________                                                                 Rev. 133EE29

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is entered into as of the __________, by and between __________, located at __________, __________, __________ __________ (“Service Provider”) and __________, located at __________, __________, __________ __________ (“Buyer”). Each Service Provider and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

1.Services. Service Provider agrees to provide and Buyer agrees to purchase the following services for the specific projects described below:

2. Purchase Price. Buyer will pay to Service Provider and for all obligations specified in this Agreement, if any, as the full and complete purchase price, the sum of __________.

Unless otherwise stated, __________ shall be responsible for all taxes in connection with the purchase of Services in this Agreement.

3. Payment. Payment for the Services will be by __________, according to the following schedule:

 A. __________ __________, until the purchase price has been paid in full.

4. Delivery. Seller shall ship the Goods to Buyer on or before __________ at the following address: __________, __________, __________ __________. Buyer will pay for any shipping costs.

5. Risk of Loss. Title to and risk of loss of the Goods shall pass to Buyer upon delivery of the Goods to Buyer in accordance with this Agreement.

 6. Security Interest. Buyer hereby grants to Service Provider a security interest in any final products resulting from said services, until Buyer has paid Service Provider in full. Buyer shall sign and deliver any document needed to perfect the security interest that Service Provider reasonably requests.

 7. Seller Representations and Warranties. Seller warrants that the goods are free, and at the time of delivery will be free, from any security interest or other lien or encumbrances. Seller warrants that there are no outstanding titles or claims of title hostile to the rights of Seller in the Goods.

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8. Force Majeure. Service Provider shall not be responsible for any claims or damages resulting from any delays in performance or for non-performance due to unforeseen circumstances or causes beyond Service Provider's reasonable control.

9. Limitation of Liability. Service Provider will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether Service Provider has been advised of the possibility of any such damage. In no event will Service Provider's liability exceed the price paid by Buyer for the Services giving rise to the claim or cause of action.

10. Amendments. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.

11. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of __________, not including its conflicts of law provisions.

12. Disputes. Any dispute arising from this Agreement shall be resolved in the courts of the State of __________.

13. Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.

14. Notices. Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice and shall be deemed given on the date of delivery.

15. Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.

16. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and assigns. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

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YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACHED CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT. IN WITNESS WHEREOF, the Parties have executed this agreement as of the date first written above.

 _______________________________                         _________________________________                  Buyer Signature                                                 Buyer Full Name

________________________________                                _____________________________                 Service Provider Signature                                       Service Provider Full Name