This Consulting Agreement is entered this ____ day of _________, 200__, by and between ParSell Development Corp., a Florida corporation ("ParSell"), and _______________________, as an individual/Owner.

Whereas, ParSell Development Corp employs Chuck Baker and Robert Wilkes, Individuals who have expertise in United States Postal Service real estate development projects and related rights;

Whereas, ________________________________ is interested in the development of a real estate project on property he owns and or controls, in ________________________________, and _________________________ wishes to engage ParSell's services as an independent contractor consultant under the terms and conditions provided herein;

The parties in exchange for mutual and valuable consideration the receipt and value of which is mutually acknowledged, and incorporating the foregoing recitals and desiring to be legally bound, agree as follows:

2. During the term of this Consulting Agreement, ParSell and ____________________ agree to work solely under the direction of _______________________-and take instructions from _________________________-designated individuals and entities. ParSell agrees that ______________________shall have the sole authority to make decisions relative to the strategy to follow to develop the Postal site. ParSell agrees to perform all assignments given to it by _______________________ in a professional and timely manner. _______________ understands and acknowledges that ParSell intends to service other clients during the course of the assignment for _________________. Nevertheless, ParSell represents that the provision of services to such clients shall not interfere with the services to be rendered to ___________________ under this Consulting Agreement. ParSell further represents that it is not presently bound by any contract, which would preclude or interfere with the provision of services to ________________________ under this Consulting Agreement.

3. As compensation for its services, ParSell shall be paid 12% of the first year’s annual rental for a 5 year or less lease and 20% of the first year’s annual rent for a lease longer than 5 years. Payment shall occur at the time the Postal Service accepts the lease. Expenses are in addition to the fee and are typically, shipping, reproduction, etc. Expenses requiring travel other than local will be pre-approved by ___________________ prior to taking place.

4. The failure of either party to assert any of its rights under this Agreement shall not constitute a waiver of its rights.

5. The waiver by any party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.

6. This Consulting Agreement shall inure to the benefit of, and be binding on, the parties, their successors, heirs, personal representatives and assigns. ParSell may not assign this Consulting Agreement without the written permission of ______________________.

7. This Instrument contains the entire agreement of the parties and supersedes any written or oral understandings or agreements. This Agreement may only be amended in writing signed by both parties.

8. If any provision of this Consulting Agreement is determined by a court to be invalid because it is over broad in scope, then it shall be limited so as to be enforceable to the maximum extent permitted by Law, Subject to the foregoing, if any provisions of this Consulting Agreement shall be declared invalid and unenforceable, the remainder of this Agreement shall continue In full force and effect.

9. This Agreement shall be construed, interpreted, governed and enforced in and under the laws of the State of Florida. Any dispute under this Consulting Agreement shall be resolved by binding arbitration in Sarasota County, Florida under the rules of the American Arbitration Association. with the prevailing party entitled to an award of attorney’s fees and costs. Notwithstanding the foregoing, the parties shall have the right to pursue equitable relief, including specific performance. in a court of law in Sarasota County, Florida. The parties waive trial by jury.

10. Any ambiguity in this Agreement is not to be construed against the particular party who prepared the provision in question.

11. This is an independent contractor agreement, and the parties do not intend to act as joint ventures or employees of the other.

12. Each of the entities warrants that it is duly authorized to enter this Consulting Agreement and that the signatory below is duly authorized to execute this Consulting Agreement in their respective behaves.

The parties hereto have executed this Agreement the day and year first above written.

___________________________

Authorized signatory on behalf of ParSell Development Corporation

__________________________

Chuck Baker, Individually

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