AGREEMENT made this _________ day of __________, 199 , by and between XYZ, Inc., a [specify state] corporation with principal offices at [specify address] (the "Company") and John Doe, residing at [specify address] ("Consultant").

WHEREAS, the Company desires to engage Consultant to render advisory and consulting services to it, and Consultant is willing to accept such engagement on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. The Company hereby retains Consultant as a consultant to advise the Company in connection with its printing production and sales, and Consultant hereby accepts such retention and agrees to render, from time to time, upon request of the Company during the term hereof, such advisory and consulting services as the Company may reasonably request. In rendering such advisory and consulting services to the Company, Consultant shall not be required to report on any periodic basis to the Company's offices and may render all such advisory and consulting services by telephone or written communication.
2. The term of this consulting agreement shall be for a period of 10 years beginning on the date hereof, and shall expire on the earliest of (a) June 30, 2003; or (b) the Consultant's death.
3. As the full and entire compensation for all of the services to be rendered by Consultant under this Agreement, the Company will pay to Consultant and Consultant hereby accepts, the sum of [specify amount]; payable in equal weekly installments of [specify amount] commencing [specify date] and continuing for [specify term] weeks thereafter.
4. Consultant shall not be deemed an employee of the Company by virtue of his retention hereunder, but shall, for all purposes be deemed an independent contractor. The Company shall not be obligated to deduct social security, withholding or other payroll or related taxes from any payments to be made to Consultant under this Agreement. Consultant shall not be deemed to have been granted any right or authority to assume or create any obligation or responsibility on behalf of or in the name of the Company except as may be specifically authorized or contemplated by this Agreement.
5. This agreement shall inure to the benefit of and shall be binding upon the respective heirs, personal representatives, successors and assigns of the parties hereto.
6. The failure of any party at any time to require performance of any other party of any provision hereof or to resort to his or its remedy at law or in equity or otherwise, shall in no way affect the right of such party to require full performance or to resort to such remedy at any time thereafter, nor shall a waiver by any party of any breach of any provision hereof be taken or held to be a waiver of any subsequent breach of any such provision, unless expressly so stated in writing. No waiver of any of the provisions hereof shall be effective unless in writing and signed by the party to be charged therewith.
7. All notices which any party may desire or be required to send to another party hereunder shall be delivered in person or mailed by certified or registered mail, return receipt requested, and if mailed, shall be deemed to have been given on the date of the posting of the mail to the party at his address as it appears on the first page of this Agreement or at such other address as may be designated by the parties, from time to time, by notice in accordance with this Paragraph.
8. No alteration, modification, variation or waiver of this Agreement or any of the provisions hereof shall be effective unless in writing and executed by the parties hereto, or in the case of a waiver, by the party or parties waiving compliance.
9. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of [specify state].
10. . During the term of this Consulting Agreement and for a period of three (3) years after its termination, the Consultant shall not, directly or indirectly, within the City of [specify location] and the counties of [specify], enter into or engage in a business which is competitive with that of the Company. This covenant shall apply to the Consultant as an individual for his own account, as a partner or joint venturer, as an employee, agent, or, salesman for any person, as an officer, director, or shareholder of a corporation, or otherwise. Solicitation or acceptance of orders outside the restricted territories for shipment to, or delivery in, any of the restricted territories shall constitute "engaging in business" in the restricted territories in violation of this Agreement. This covenant shall be construed as an agreement independent of any other provision in this Agreement.

    The existence of any claim or cause of the Consultant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of this covenant.

    The parties agree that there is no adequate remedy at law for the breach of this covenant; accordingly the Company shall have the right to enjoin such violation by injunction or other equitable remedy.

11. Notwithstanding anything to the contrary contained herein, this Agreement shall not become effective unless and until the following agreements are fully executed by the following persons: each of [specify] and [specify] shall have executed stock purchase agreements and consulting agreements with the Company and each of [specify] and [specify] shall have executed agreements waiving annual interest payments of [specify] in consideration of the Company agreeing to keep policies of insurance on their lives in force.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date and year first above written.