PROFESSIONAL SERVICES CONTRACT

In Puerto Rico, today, ______ day _____ month of the year 200__.

APPEAR

FROM THE FIRST PARTY: ________________(principal) represented by its

(occupational title) , _____________ (name) , _____________hereinafter
( __________" or "the Company").

FROM THE SECOND PARTY, Mr.(a) ____________ (hereinafter "the Contractor").

The parties hereto declare that they wish to formalize this agreement to define their
rights and obligations, under the following terms and conditions:

1. That Mr.(a) ____________ is interested in rendering professional services as

_________________ for _____________ (principal) and for these purposes represents
that he/she has the professional and/or academic experience necessary to perform the
work assigned under the Agreement.

2. That this Agreement will commence on __________ and will be in effect until
____________(contract dates). The Agreement may be renewed or extended only by
mutual written consent of the parties. Either party may terminate this Agreement upon at
least ten (10) days' notice to that effect.

3. The Contractor shall provide services as ___________ (specific functions).

4. ______________(principal) compensation to Contractor for these fee services in the

amount of $_______ per hour, upon invoicing by Contractor. Invoices will be paid _____
biweekly, _____ monthly. No deductions will be made from the fees paid to the
contractor, except for the withholding of _____ 5% or ____ 7% on payments of over
$1,000, as required by the Puerto Rico Internal Revenue Code, unless the contractor
submits to (principal) a tax exemption certificate regarding this withholding.

5. The Contractor shall be responsible for all expenses incurred in connection with the
services rendered, including but not limited to transportation, communication,
maintenance of equipment, work tools, lunches, meals and any other expenses.
These expenses will not be compensated or reimbursed by (principal),

6. The Contractor acknowledges that there is no labor-management relationship of any

kind with (principal) and that it is the express intention of the parties to create a
Professional Services only relationship. The contractor shall perform the functions of
this agreement as an independent contractor and shall not be entitled to the
employment benefits of employees on the payroll of (principal).

7. The Contractor may not contract or enter into contractual obligations with third parties
in the name of (principal). The contractor is responsible for maintaining at its own
expense any insurance or licenses required by law to perform its duties, such as driver's
insurance, SINOT and State Insurance Fund. As an essential condition to the
commencement of work under this contract, (principal) may require from the Contractor
evidence that it has complied with its obligations under the State Insurance Fund Law,
Driver's Insurance, SINOT and any others applicable to the services to be provided
under this contract. The Contractor shall be responsible for complying with
at its own cost and expense with all income tax and federal social security obligations.
The Contractor or its agents may render services to other entities that are not
inconsistent with the obligations hereunder.

8. The Contractor and grants the most complete relief and exonerates the Company
from any damage it may cause to any person or thing in the performance of this
contract. If the Contractor is sued by any person for damages incurred in connection
with the performance of this contract, the Contractor shall be obligated to bear the costs
incurred by the Contractor for its legal representation and to respond to any judgment,
decree or order against it. If the Company is sued by any person for damages

1
occasioned in connection with the Contractor's performance of this contract, the
Contractor shall be obligated to indemnify the Company for a sum equal to the costs
incurred by the Company for its legal representation and to respond to any judgment,
decree, or order against it. The Contractor also undertakes to comply with any
applicable provisions of law or regulation, in connection with the performance of this
contract.

9. In performing its services, the Contractor shall observe proper standards of courtesy,
discipline and professionalism.

10. If any clause or provision of this contract is invalidated by a competent judicial

authority, the other clauses not affected by such ruling shall continue in full force and
effect.

11. This Agreement shall be governed by the laws and courts of the Commonwealth of
Puerto Rico. In the event that any provision or clause of this Agreement conflicts with
applicable law, such conflict shall not affect the other provisions of this Agreement that
may be enforced notwithstanding the conflicting provision of law.

12 SECURITY AND CONFIDENTIALITY NOTICE: The contractor acknowledges that

the work he will perform for the company is a confidential one, as it involves the security
of the company's system. For this reason you may not disclose to any third party,
including company employees, the Internet address, codes, passwords and information
that will be entering the system. You will only keep in contact with the person assigned
to you in the company and in the manner indicated to you in writing. This clause ____
applies _____ does not apply. The person indicates here _____ that he/she fully
understood this clause.

13. The parties hereto affirm and acknowledge that this Agreement constitutes the last
will of the parties and that it can only be modified in writing. Contractor in turn affirms
and acknowledges that any promise or representation, oral or written, not included in
this Agreement, shall be of no obligation to Company.

At ___________, Puerto Rico, today ___of ____(day) of ________(month) of 200__.

___________________________________

____________________________________
Principal

____________________________________
Contractor