CONSULTING AGREEMENT. Affordable Wireless Solutions

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1 CONSULTING AGREEMENT

2 SERVICES AND CONSULTING RATES & FEES $175/hr $315/hr $87.5/hr Travel Expenses Reimbursement: 1. Mileage, in excess of 20 miles traveled per day, reimbursed per the most recent IRS guidelines. 2. Parking fees & dues. 3. Out of town travel and expenses per standard IRS guidelines.

3 TERMS AND CONDITIONS 1. Service Under the terms below, Vargyas Networks, Inc. d/b/a Baltic Networks ( Baltic ) will provide the products and services to Client. 2. Payment Client will pay all fees as specified in the Services and Consulting Rates & Fees. Payments are due upon completion of a project or a project milestone (i.e. typically defined as a 10hr engagement). Client must secure payment with a major credit card or alternatively, to the satisfaction of Baltic. Baltic reserves the right to increase prices by giving not less than 30 days notice to Client. 3. Taxes Client will be responsible for, and will pay, any and all taxes in connection with the payments made to Baltic under this Agreement, except for taxes on Baltic s net income. 4. Insufficient Funds There will be a $25.00 service fee to re-process a returned check or denied credit card payment. 5. Late Payments If payment is not received by the due date, Client will be charged a late fee penalty of 2.0% of the overdue amount for each month, or part thereof, that the payment is late (or, if lower, the maximum amount permitted by law). Client will also be responsible for any costs of collection, including reasonable attorney s fees, court costs, and any other expenses incurred by Baltic. 6. Term and Cancellation Subject to these terms and conditions, this Agreement will begin on the date specified overleaf and will terminate upon cancellation in accordance with this Agreement. Either party may terminate this agreement by giving not less than 60 days written notice of cancellation to the other party. Either party may cancel this Agreement without notice in the event of insolvency or bankruptcy of the other party or in the event of any material breach or non-performance of this Agreement by the other party. There will be no refund of any prepaid charges if Client cancels for any reason. 7. Limitations of Liability. CLIENT HEREBY CONFIRMS THAT IT IS NOT ENTERING INTOT HIS AGREEMENT IN

4 RELIANCE UPON ANY EXPRESS OR IMPLIED PROMISE, REPRESENTATION, WARRANTY, UNDERTAKING OR OBLIGATION OF BALTIC NOT OTHERWISE SPECIFIED HEREIN. IN NO EVENT WILL BALTIC BE LIABLE TO CLIENT FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT BALTIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BALTIC'S TOTAL LIABILITY TO CLIENT IN RESPECT OF ANY BREACH OF THIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS RECEIVED FROM CLIENT UNDER THIS AGREEMENT. 9. Force Majeure Baltic will not be liable for, and will not be considered to be in breach of or in default under this Agreement on account of, any delay, failure or inability to perform as required by this Agreement as a result of any causes or conditions which are beyond its reasonable control, including, without limitation, acts of God, acts of war, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, government act, failure of the Internet or loss of power for any period. If such an event occurs, Baltic will give notice thereof to Client and will use commercially reasonable efforts to minimize the impact of such event. 10. General This Agreement will be governed by the laws of the State of Illinois (with venue being agreed to be DuPage County, Illinois), constitutes the complete and exclusive agreement of the parties regarding its subject matter, and supersedes all prior understandings and agreements, whether written or oral. Any waiver or modification of any provision of this Agreement will be effective only if signed by the parties. Any dispute arising out of this agreement shall be commenced within one (1) year after cause of the dispute has occurred. Client hereby grants Baltic a security interest in any and all goods purchased by Client under this agreement to secure any and all obligations of Client to Baltic, including but not limited to, any obligation of payment. VARGYAS NETWORKS, INC. d/b/a Baltic Networks By: Title: Date: CLIENT By: Title: Date:

5 CREDIT CARD AUTHORIZATION Company Name: d/b/a: BILLING ADDRESS SHIPPING ADDRESS Address 1: Address 1: Address 2: Address 2: Address 3: Address 3: City: City: State: Zip: State: Zip: Type of Card: Account Number: / CCV Code: (3 or 4 digit code) Name On Card: A copy of the front and back of the credit card and a valid photo I.D. of the credit card holder must be provided. AUTHORIZED USERS OF CARD : TERMS & CONDITIONS : In signing this form, I, the undersigned hereby states that the above described (i) (ii) (iii) the total purchase cost to be priced in United States currency, and the purchased products to be shipped to the billing address unless an alternate shipping address is provided during order placement, and the purchases of products and services are to be placed by me or by the Authorized User(s) of Card, as listed above, and Credit Card Holder's Signature: Print Name: Title: Date:

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