On (DATE OF CONTACT) VISION FIBER, a wholly owned division of KP Products Inc, which also does business as Vision Paper (herein VF) was contacted by (INITIAL PERSON OF CONTACT) of (COMPANY NAME AND LOCATION ARE INSERTED HERE) (herein "Client").

(INSERT BACKGROUND INFORMATION ABOUT INITIAL CONFERENCE CALL HERE) The substance of that conference call was related to the possibility of enlisting the experience and advisory services of VF in support of the Client’s desire to utilize kenaf or other nonwood fibers in certain manufacturing operations. At the conclusion of that phone conference Client has invited VF to submit a proposal for initial services to define mutually agreeable and beneficial business services in furtherance of each of the party’s goals. The following defines VF’s proposal to the Client.

1.  Parties to the Agreement

This is an Agreement reached between Client and Vision Fiber, PO Box 20399, Albuquerque, NM 87154, (herein VF), for the provision of consultancy on the concept of utilizing kenaf or other nonwood fibers as Client's manufacturing raw materials. VF will provide consulting services to Client as defined below.

    1 a) Consultant under this Agreement is Mr. Thomas A. Rymsza. Nothing contained herein shall be construed to create an employee/employer relationship between the parties.

2.  Duration of Agreement

This Agreement is effective on the date signed below, and continues for a period of 60 days. This Agreement can be extended or otherwise modified in writing upon the agreement of both parties.

3.  Objectives of this Agreement

1. Cultivation Issues – A discussion on kenaf and other nonwood fibers, and typical agricultural methods.

2. Manufacturing Issues – on handling, storage, processing and developmental status.

3. Commercial Issues - provide consulting on the feasibility and scope of establishing kenaf or other nonwood fiber based business(es) suitable to Clients resources and capabilities.

4.  Financial Support – In consideration for the services proposed. Client agrees to compensate VF as follows:

1. Consulting Fees – Client will pay VF for time spent in meetings and in preparation and follow-up at a rate of $150.00 US per hour or $1,200 per day, whichever is less.  A cap may be agreed to by mutual consent of the parties.

2. Travel Costs – Client will pay all travel costs associated with any trips. VF agrees that air travel within the U.S. will be booked at economy class. International flights will be booked at Business Class. VF will make every effort to minimize travel costs, and suggests that advance planning and agreement will serve to minimize airfare rates.

3. Travel Time – Client will pay VF $500 per day for time spent in transit between Albuquerque, NM and (INSERT COUNTRY HERE), and back.  

4. Lodging, Meals and Miscellaneous expenses – Client agrees to either pre-pay or reimburse VF for all documented expenses related to the proposed trip, including Internet Access and/or necessary communications charges.

5.  Payment Terms

Client will provide, in advance by Electronic Funds Transfer, a lump sum deposit of US $_______. This deposit will constitute a pre-payment for the said services and travel costs, payable at least 14 days in advance of the travel date. If payment is made 30 days in advance, travel costs can typically be minimized, especially airfare.  Client further agrees to reimburse VF for any charges submitted, with appropriate documentation, for any expenses or services charges in excess of the deposit amount within 15 days of receiving an invoice for said charges or services. In the event that the total charges are less than the deposit amount, the remainder can be credited to the Client’s ledger, if the parties agree to continue discussions, or will be refunded to the Client in the event that the parties decide to discontinue discussions.

1. Venue – This Agreement shall be governed by the laws of the State of New Mexico, USA.

2. Any later discovered liabilities regarding service taxes, or other fees or charges related to the provision and delivery of these services, exclusive of those governed by US law, shall be payable by the Client.

3. All units of measure and currency shall be based on US values and measures. Conversion to local values can be provided on request.

7.  Force Majeure

In the Case of "Force Majeure", the party affected will notify the other party. Neither Party will be deemed to be at fault of their obligations while performance thereof is prevented by "Force Majeure". No indemnities will be claimed by either Party in the case of "Force Majeure". In the case that "Force Majeure" lasts continuously for more than two months, both parties will agree on the necessary arrangements for the further implementation or termination of any agreements between them.