Incorporate in Delaware. Delaware corporation, limited liability company, lp filed In 24 Hours.

SERVICES AGREEMENT

This Services Agreement (the "Agreement") dated as of this ______ day of ______________ 2003 is made and entered between Pathfinder Management, LLC, a Delaware Limited Liability Company, a Nominee Director/Officer ("Nominee"), and ______________________________________________________________________________ ("Company"), collectively known as "Parties".

In consideration of the covenants and conditions hereinafter set forth, Company and Nominee agree as follows:

1. SERVICES. During the term of this Agreement, the Nominee, or such of its designees or assignees as may be approved by the Company, shall from time to time perform the following services for the Company (the "Work"): provide nominee director, officer, and/or shareholder services for domestic and foreign business affiliates of the Company; and provide such other auxiliary fiduciary and administrative services as may be required. From time to time, the Nominee may, at the request of the Company execute corporate documents and reports required under the laws of the jurisdictions where the Company is registered or domiciled, including without limitation annual reports and tax returns. However, the Nominee reserves the right to retain an independent attorney, CPA or other suitable professional adviser to prepare or review, as appropriate, any of the reports or filings to be submitted on behalf of the Company. Prior to retaining the services of such outside advisors, the Nominee will timely notify the Company of its intentions and to the extent possible and practicable, provide the Company with an estimate of the cost for the services contemplated. The full cost of such professional services shall be the responsibility of the Company.

2. TERM. This Agreement shall commence on this ______ day, ______________ 20______ and shall expire on this ______ day, ______________ 20______. Nominee agrees to perform services for the Work to Company on or before the expiration of the term set forth above. The Company may terminate the use of Nominee's services at any time without cause and without further obligation to Nominee. However, payment for services prior to date of such termination, including but not limited to, the cost of services for the period outlined, whether or not the Nominee was terminated prior to the completion of the subject period is due the Nominee. The Nominee also reserves the right to resign at any time without cause, provided it gives the Company a fourteen-day (14-day) notice of its resignation. The Nominee may also resign at any time for cause if continuing discharge of its duties may result in the commission of fraud, or any other regulatory or statutory violation.

3. COMPENSATION. Nominee will be paid for Work performed under this Agreement as follows: Seven Hundred Fifty Dollars (US) ($750) to be paid immediately following the Parties acceptance of this agreement. Renewal fees for subsequent periods will be invoiced to the client prior to the Nominee providing its services on or before the anniversary date of this Agreement. For administrative efficiency, the Nominee may invoice the client through the Company’s legal services provider. The amount so paid shall include the filing of the annual report in one or more jurisdictions, where the company may be domiciled or registered. The Company shall, however, reimburse the Nominee for any statutorily mandated filing fees in such jurisdictions, or remit in advance to the Nominee as they may so request. Any other activities performed by the Nominee including, but not limited to contract review, opening of bank accounts, and auxiliary fiduciary and administrative services shall be invoiced at Seventy-Five Dollars per Hour ($75/hr) plus any direct costs and fees charged by professional advisors. The Company shall pay invoices within fourteen (14) days of receipt (see also Article 8, Collection).

4. INDEMNITY. Company agrees to indemnify, defend, and hold the Nominee and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands and reimburse the Nominee for any costs, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any improper, illegal or immoral conduct by the Company provided the Nominee did not knowingly and materially participate or facilitate such conduct.

5. CONFLICTS OF INTEREST.

a. The Law Offices of Daniel Greenberg, LLC ("the Firm") currently represents the interests of the Nominee. The Firm has also been retained to represent the Company or the Company’s beneficial owners, or shareholders. Under the terms of this Agreement, the Nominee will lend its services in director/officer/fiduciary capacity to facilitate the business dealings of the Company. Under these circumstances, there is a potential for a conflict of interest to arise. At this point, neither the Parties nor the Firm has identified an existing basis for a conflict. It is the Firm’s understanding that both the Nominee and the Company wish the Firm to represent them to effect and streamline the achievement of their unified business objectives. Nevertheless, it is the Firm’s ethical duty to advise the Nominee and the Company of any potential conflicts of interest that may arise out of such a dual representation. Specifically, should there be a dispute between the Parties or their successors, there may be a conflict of interest between The Firm as your Attorney, and each of you as Clients.

b. In order to facilitate the future development of the business association, the Firm requests that the Nominee and the Company waive any such conflicts flowing from the Firm’s dual representation of the Parties in their prospective business relationship. Note, however, that the Firm reserves the right to withdraw from representation of either Party, should the circumstances so require, and it believes that it cannot represent either party in good faith due to potential or actual conflicts. By signing this agreement the Parties acknowledge, inter alia that they are, will be, or have been a client of Law Offices of Daniel Greenberg, LLC, and you (1) agree to waive any actual or potential conflicts of interest that may arise out of the dual representation by the Firm; (2) consent to the nature and essential terms of the dual representation, and that said Attorney Greenberg has: (3) disclosed in a manner that can be reasonably understood by the Parties that the dual representation and its terms are fair and reasonable to both Parties; and (4) the Parties were given the opportunity to seek the advice of an independent counsel regarding the dual representation.

6. OTHER ACTIVITIES. Nominee is free to engage in other independent contracting activities, provided that Nominee does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof, or that so occupy Nominee's attention as to interfere with the proper and efficient performance of Nominee's services hereunder.

7. ATTORNEYS' FEES. Should either party hereto resort to legal proceedings in connection with this Agreement or Nominee's relationship with the Company, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal proceedings from the non-prevailing party or parties.

8. COLLECTION. Nominee will provide periodic detailed invoices describing all charges, including any outside costs such as legal services required to carry out the Nominee’s duties. The Company agrees to pay invoices within fourteen (14) days of receipt thereof. In the event the Company is temporarily unable to make payments, it is responsible for contacting the Nominee to make alternate arrangements. Otherwise, if payment is not received within 30 days from the due date, the Nominee reserves the right to rescind this Agreement with no further obligation. Furthermore, the Company agrees to pay interest in the amount of one and a half percent (1½ %) per month on any delinquent unpaid balance. The Company also agrees to pay all costs of collection including but not limited to attorneys fees, investigations, court costs, collection agency costs and all administrative costs (both internal and external). The Company agrees to submit to the jurisdiction of the state and federal courts of Connecticut and consent to any state or federal court located in Connecticut as possessing the proper venue to resolve any disputes arising hereunder. The Company agrees that neither its responsibilities hereunder nor Nominee’s rights shall be affected by the delay in taking action, an extension of time or other forbearance, indulgence or favor granted to the Company for payment.

9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to principles of conflicts of laws. The Parties agree to submit to the jurisdiction of the state and federal courts of Connecticut and consent to any state or federal court located in Connecticut as possessing the proper venue to resolve any disputes arising hereunder. This provision may be modified by a written agreement of the Parties.

10. ASSIGNMENT AND BENEFIT. Neither Partyshall be entitled to assign or otherwise transfer or dispose of, in whole or in part, its rights or obligations hereunder, without the express written consent of the other Party hereto, which consent shall not be unreasonably withheld. However, for purposes hereof, all individual members of the Nominee shall be deemed permissible assignees.

11. NOTICES. Notice or payments given by one party to the other hereunder shall be in writing and deemed to have been properly given or paid if deposited with the United States Postal Service, registered or certified mail, addressed as follows:

12. FINAL AND COMPLETE AGREEMENT. This Agreement replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the entire agreement between the Company and the Nominee with respect to the subject matters of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation, or agreement made by any employee, officer, or representative of the Company, or by any written documents unless it is signed by an officer of the Company and by the Nominee.

13. COUNTERPARTS. To facilitate execution, this Agreement may be executed in as many counterparts as may be required, each of which shall be deemed to be an original, and all of which shall be deemed to one and the same instrument.

14. SEVERABILITY. If any term or provision of this Agreement is deemed invalid, contrary to, or prohibited under applicable laws or regulation of any jurisdiction, this Agreement (save only this sentence) shall be invalid.

IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first stated above.

By: __________________________________________________

[print name] ___________________________________________

Duly Authorized for:

[Name Of Company] ____________________________________

By: __________________________________________________
Rachel Greenberg, Managing Member
Pathfinder Management, LLC