Consulting Agreement (Page 2 of 2) in pdf

5. RELATIONSHIP OF PARTIES. It is understood by the parties that the Consultant is an

Independent Contractor, not an employee of the Buyer. Neither the Buyer, nor the Buyer's

business shall provide fringe benefits to the Consultant, including health insurance benefits, paid

vacation, or any other employee benefit, under this Agreement.

6. EMPLOYEES. The Consultant's employees -- if any -- who perform services for the Buyer

under this Agreement shall be equally bound by the provisions of this Agreement. At the request

of the Buyer, the Consultant shall provide adequate evidence that such persons are the

Consultant's employees.

7. NOTICES. All notices required or permitted under this Agreement shall be in writing and

shall be deemed delivered when transmitted via e-mail to the e-mail addresses of Buyer and

Consultant as set for in the first paragraph of this Agreement.

11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and

there are no other promises or conditions in any other agreement whether oral or written. This

Agreement supersedes any prior written or oral agreements between the parties.

12. AMENDMENT. This Agreement may be modified, or amended, if the amendment is made

in writing and is signed by all parties.

13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or

unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

If a court finds that any provision of this Agreement is invalid or unenforceable, but that by

limiting such provision the Agreement would become valid and enforceable, then such provision

shall be deemed to be written, construed, and enforced as so limited.

14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any

provision of this Agreement shall not be construed as a waiver or limitation of that party's right to

subsequently enforce and compel strict compliance with every provision of this Agreement.

15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of

Oklahoma.

Party Receiving Services (SIGNATURE):

______________________________ Buyer / Professional Real Estate Investor

DATE:

Party Providing Services (SIGNATURE):

Marvin C. Sterling__

Consultant / Independent Contractor

DATE:

Consulting Agreement Page 2