401(k) Easy Setup Consultants Program Agreement

THIS AGREEMENT ("Agreement") contains the complete terms and conditions that apply to an individual's or entity's participation in the Pension Systems Corporation 401(k) Setup Consultants Program ("Program") for 401(k) Easy.

This Agreement is made and effective on the date Pension Systems Corporation ("Company") notifies the individual or entity in writing that their application to participate in the Program has been accepted by Pension Systems Corporation

We reserve the right to reject any applicant from the Program whom we deem unsuitable for any reason.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

Definitions
The following definitions shall apply for purposes of this Agreement:

"Work Product" shall mean all data and materials, in whatever form, first produced or created by or for Consultant as a result of, or related to, performance of work or services under this Agreement.

Services Performed by Consultant
Consultant agrees to perform the following services for Company:

-- Provide 401(k) plan setup and technical support services to Company customers on an assigned case-by-case basis.

Consultant's Payment
Consultant shall be compensated at the rate of $300 for up to a maximum of four (4) hours of work performed within a 60-day period of time per assigned case. Unless otherwise agreed upon in writing by Company, Company's maximum liability for all services performed during the term of this Agreement shall not exceed $300 individual assigned case.

Expenses
Company shall not reimburse Consultant for expenses incurred by Consultant while engaged in the performance of services under this Agreement.

Invoices
Consultant shall submit an invoice for services rendered regarding each assigned case. Company shall pay the amount agreed to herein upon receipt of such invoice. A 401(k) Easy Consultant's Log, must be completed for each assigned case and must be submitted with each Consultant's invoice regarding the case.

Consultant an Independent Contractor
Consultant is an independent contractor, and neither Consultant nor Consultant's staff is or shall be deemed to be Company's employees. In its capacity as an independent contractor, Consultant agrees to and represents, and Company agrees, as follows:

-- Consultant has the right to perform services for others during the term of this Agreement subject to noncompetition provisions, if any, set out in this Agreement.

-- Consultant has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.

-- Consultant has the right to perform the services required by this Agreement at any place or location and at such times as Consultant may determine so long as neither the location nor time inhibit fulfillment of services required by this Agreement.

-- Consultant will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Company's computer or existing software.

-- The services required by this Agreement shall be performed by Consultant, of Consultant's staff, and Company shall not be required to hire, supervise or pay any assistants to help Consultant.

-- Consultant is responsible for paying all ordinary and necessary expenses of its staff.

-- Neither Consultant nor Consultant's staff shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement.

-- Neither Consultant nor Consultant's staff shall be required to devote full-time to the performance of the services required by this Agreement.

-- Company shall not provide any insurance coverage of any kind for Consultant or Consultant's staff.

-- Company shall not withhold from Consultant's compensation any amount that would normally be withheld from an employee's pay.

Ownership of Consultant's Work Product
Subject to full payment of the consulting fees due hereunder, Consultant hereby assigns to Company its entire right, title and interest in the Work Product including all proprietary rights in or based on the Work Product.

Company grants to Consultant a nonexclusive license to use the Work Product subject to noncompetition provisions set out in this Agreement, if any.

Confidential Information and Trade Secrets
During the term of this Agreement and for two years afterwards, Consultant will not use or disclose to others without Company's written consent Company's confidential information, except when reasonably necessary to perform the services under this Agreement. "Confidential Information" is limited to:

-- any written or tangible information stamped "confidential," "proprietary" or with a similar legend, and

-- any written or tangible information not marked with a confidentiality legend, or information disclosed orally to Consultant, that is treated as confidential when disclosed and later summarized sufficiently for identification purposes in a written memorandum marked "confidential" and delivered to Consultant within 30 days after the disclosure.

-- any work product

Consultant shall have no obligation not to disclose or use any information that:

-- was in Consultant's possession or known to Consultant, without an obligation to keep it confidential, before such information was disclosed to Consultant by Company,

-- is or becomes public knowledge through a source other than Consultant and through no fault of Consultant,

-- is independently developed by or for Consultant,

-- is disclosed by Company to others without any restriction on use and disclosure, or

-- is or becomes lawfully available to Consultant from a source other than Company.

Company acknowledges and agrees that the confidentiality restrictions contained in this Agreement shall not apply to the general knowledge, skills and experience gained by Consultant or Consultant's employees while engaged by Company.

All information concerning the existence of this Agreement and the existence of any business relationship between Consultant and Company shall be kept in confidence.

Consultant will not disclose to Company information or material that is a trade secret of any third party.

The provisions of this clause shall survive any termination of this Agreement.

Confidential Information:
Consultant hereby acknowledges that in order to perform Consultant's duties as a consultant to Company, Consultant and Consultant's employees have received, and will in the future be given access to, certain confidential, secret, and proprietary information in the form of records, data, specifications, formulas, technology, inventions, devices, products, methods, know-how, processes, financial data, customer information and practices, customer lists, marketing methods, cost information, Consultant information, and trade secrets (hereinafter collectively "Confidential Information") developed and owned by Company concerning the business, products and/or services of Company.

Non-Disclosure:
Except as otherwise specifically provided herein, Consultant and Consultant's employees will not, directly or indirectly, disclose or utilize, or cause or permit to be disclosed or utilized, to any person or to any entity whatsoever any Confidential Information acquired pursuant to Consultant's relationship with Company (whether acquired prior to or subsequent to the execution of this Agreement) under this Agreement or otherwise.

Permitted Disclosure:
Consultant and Consultant's employees may utilize the Confidential Information only to extent reasonably necessary and required in the discharge of Consultant's duties as a consultant to Company.

Duplication:
Consultant and Consultant's employees shall not, without the prior written consent of Company, duplicate, or cause or permit to be duplicated, any material (including without limitation; written, typed, or printed material, or material embodied in other forms including embodiment on computer discs and tapes) included in the Confidential Information covered hereby.

Restricted Use:
Except as specifically provided herein, Consultant and Consultant's employees will not, directly or indirectly, use, or permit to be used, at any time or in any manner whatsoever, any Confidential Information acquired pursuant to Consultant's relationship with Company, under this Agreement or otherwise. Consultant and Consultant's employees shall not at any time or in any manner, except with the prior written consent of Company, or as required by law, publish, disclose, or use for their own benefit, or authorize anyone else to publish, disclose, or make use of, any Confidential Information unless and until such Confidential Information shall cease to be secret as evidenced by general public knowledge.

Return of Information:
Consultant and Consultant's employees will immediately, upon the request of Company, return to Company all originals, copies, or other embodiments of any Confidential Information received under this Agreement or otherwise. Consultant and Consultant's employees will not retain, or cause or permit to be retained, any copies or other embodiments of the materials so returned.

Customer Accounts:
As used herein, the term "Customer Accounts" shall mean all accounts of Company and its affiliates, subsidiaries, licensees, and business associates, with respect solely to the business conducted by Company, whether now existing or hereafter developed or acquired.

Covenant Not To Solicit:
Consultant and Consultant's employees shall not, at any time, directly or indirectly, for Consultant or any other person, firm or corporation, divert, take away, call on, or solicit, or attempt to divert, take away, call on, or solicit, any of the Customer Accounts.

Remedies:
The parties hereto stipulate that as between them the Confidential Information is important, material, and confidential trade secrets (except to the extent that such information neither is or becomes published or is or becomes a matter of public knowledge through no action of Consultant). The parties herein further agree that the remedy at law for any breach of this Section would be inadequate and that, in addition to any other remedies Company may have, Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. Notwithstanding the preceding sentence, the parties herein further agree it is foreseeable that the breach by Consultant and Consultant's employees of this Agreement may result in substantial loss of profits or other damages to Company and that, in addition to any other remedies Company may have, Company shall be entitled to monetary damages upon proof. No right or remedy herein conferred on or reserved to Company is intended to be exclusive of any other remedy or right, and each and every right or remedy shall be cumulative and in addition to any right or remedy given hereunder or now or hereafter existing at law or in equity of by statute.

Termination of Consulting Relationship:
The termination of Consultant's consulting services to Company, or the expiration of the Term of this Agreement, will not affect Consultant's continued obligations with respect to the Confidential Information disclosed during the term of Consultant's performance of consulting services for Company.

Scope of Covenants:
Each of the covenants of Consultant and Consultant's employees contain in this Section shall be construed as a separate and independent covenant covering the respective subject matter of the covenant in each of the separate counties in each of the states of the United States of America and each country of the world. To the extent that any covenant shall be determined to be judicially unenforceable in any one or more county, state, or country, that covenant shall not be affected with respect to every other county, state, or country, each covenant being construed as severable and independent.

Proprietary Interest
Books and Records ­ All books, records and other documents relating to the business and Customer Accounts of Company, whether prepared by Consultant or its employees or otherwise coming into the possession of Consultant or its employees, shall be and remain the exclusive property of Company, and Consultant and its employees shall not, during the term of this Agreement or thereafter, directly or indirectly, asset any interest or property rights therein. Upon termination of this Agreement, all books, records and other documents shall immediately be returned to Company.

Noncompetition
Consultant agrees that during performance of the services required by this Agreement and for 24 months after completion, Consultant will not perform the same services for any competition of Company in the specific field of employer-operated, in-house 401(k) systems.

Term of Agreement
This Agreement will become effective on the date indicated in the introductory paragraph of this Agreement, and will remain in effect for until terminated as set forth in the section of this Agreement entitled "Termination of Agreement."

Termination of Agreement
Each party has the right to terminate this Agreement if the other party has materially breached any obligation herein and such breach remains uncured for a period of one (1) day after notice thereof is sent to the other party.

If at any time after commencement of the services required by this Agreement, Company shall, on its sole reasonable judgment, determine that such services are inadequate, unsatisfactory, no longer needed or substantially not conforming to the descriptions, warranties, or representations contained in this Agreement, Company may terminate this Agreement upon one (1) day's written notice to Consultant.

Upon termination of this Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of termination. However, any termination of this Agreement shall not relive Company from the obligation to pay Consultant for services rendered prior to receipt of the notice of termination and for work performed or hours reserved for Company during the one (1) day termination notice period.

Return of Materials
Upon termination of this Agreement, each party shall promptly return to the other all data, materials and other property of the other held by it.

Warranties and Representations
Consultant warrants and represents that:

-- Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former Company, employer or third party in the performance of the services required by this Agreement.

-- Consultant has the authority to enter into this Agreement and to perform all obligations hereunder, including but not limited to, the grant of rights and licenses to the Work Product and all proprietary rights therein or based thereon.

-- Consultant has not granted any rights or licenses to any intellectual property that would conflict with Consultant's obligations under this Agreement.

The warranties and representations set forth in this clause are the only warranties granted by Consultant with respect to the services furnished hereunder. Consultant disclaims all other warranties, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, and any oral or written representations, proposals or statements made prior to this Agreement.

Indemnities
Consultant agrees to indemnify and hold harmless Company against all losses and liabilities arising out of or resulting from all injuries or death or damage to property, including theft, on account of performance of work or services by Consultant or Consultant's employees or subcontractors pursuant to this Agreement. Consultant shall maintain liability insurance sufficient to fulfill its obligations under this paragraph, in amounts acceptable to Company, and shall submit proof of such insurance to Company upon request. Such insurance may not be changed by Consultant during the term of this Agreement without Company's written consent.

Limitation on Consultant's Liability to Company
In no event shall Consultant be liable to Company for lost profits of Company, or special, incidental or consequential damages (even if Consultant has been advised of the possibility of such damages).

Consultant's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to Consultant by Company under this Agreement.

Consultant shall not be liable for any claim or demand made against Company by any third party except to the extent such claim or demand relates to copyright, patent, trade secret or other proprietary rights, and then only as provided in the section of this Agreement entitled "Warranties and Representations".

Company shall indemnify Consultant against all claims, liabilities and costs, including reasonable attorney fees, of defending any third party claim or suit, other than for infringement of intellectual property rights, arising out of or in connection with Company's performance under this Agreement. Consultant shall promptly notify Company in writing of such claim or suit, and Company shall have the right to fullypFONT>

Employment of Assistants
Consultant may, at Consultant's own expense, employ such assistants or subcontractors as Consultant deems necessary to perform the services required by this Agreement. However, Company shall have the right to reject any of Consultant's assistants or subcontractors whose qualifications in Company's good faith and reasonable judgment are insufficient for the satisfactory performance of the services required by this Agreement.

Consultant represents that before an employee or subcontractor of Consultant performs any services required by this Agreement, Consultant shall either:

-- provide Company with a signed copy of an employment or independent contractor/consulting agreement effecting the assignment to Consultant of such employee's or subcontractor's rights in all copyrightable or patentable software or other materials he or she creates as a result of the performance of work or services under this Agreement, or

-- deliver to Company an Assignment of Rights ("the Assignment") in substantially the form attached hereto as Exhibit A signed by such employee or subcontractor. Consultant shall orally inform each employee or subcontractor of the substance of the Assignment before he or she executes such form.

Mediation and Arbitration
If a dispute (excluding copyright, patent, or trademark, or other intellectual rights infringement claims) arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation in Los Angeles, California, administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration. Any unresolved controversy or claim (excluding copyright, patent, or trademark infringement claims) arising under this Agreement or its breach, including but not limited to any controversy concerning the meaning or interpretation of any provision of this Agreement, or controversies arising from possible errors or omissions on the part of Pension Systems Corporation Systems or its agents or suppliers shall be decided by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Los Angeles, California. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement, and claims of copyright, trademark and patent infringement shall be excluded from arbitration.

Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator(s), which determination shall be conclusive. All discovery shall be completed within thirty (30) days following the appointment of the arbitrator(s).

At the request of a party, the arbitrator(s) shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three per party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator(s), and for good cause shown. Each deposition shall be limited to a maximum of one (1) hour duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information.

The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section, nor shall the arbitrator(s) be empowered to issue an award of exemplary or punitive damages. The arbitrator(s) may determine how the costs and expenses of the arbitration shall be allocated between the parties, but they shall not award attorneys' fees. The award shall be in writing, shall be signed by a majority of the arbitrators, and shall include a statement regarding the reasons for the disposition of any claim. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

General Provisions
This Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof, and it supersedes all prior understandings, agreements and documentation relating to such subject matter. Any modifications to this Agreement must be in writing and signed by both parties.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.

This Agreement will be governed by the state of California.

All notices and other communications to Company required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or five days after being deposited in the United States mail, postage prepaid and addressed as follows, or to such other address as Company may designate in writing:

Pension Systems Corporation
10600 Wilshire Blvd.,
Suite 729
Los Angeles, CA 90024

This Agreement does not create any agency or partnership relationship.

This Agreement is not assignable by either party without the prior written consent of the other.