AGREEMENT WITH ACCOUNTANT

This agreement dated _______________________, is made By and Between

___________________________, whose address is ____________________________, referred

to as "Client", AND _______________________, whose address is ____________________,

referred to as "Accountant."

1. Parties to This Agreement. The Client, in order to properly conduct its business, employs

the Accountant. The Accountant is duly licensed by the laws of this state and engaged in the

business of providing independent accounting services and assistance to clients.

2. Services to be Provided. During the length of this contract, the Accountant shall serve

the Client and perform any and all services in accounting and tax matters as the Client requires

in connection with the Client's business including the preparation of accounting statements, tax

reports and returns. The Accountant will also provide supervisory and advisory services to the

Client when requested.

3. Payments to Accountant. The Client agrees to pay the Accountant for services at the

following rates: (Discuss rate of compensation)

4. When Payments Are Due. The Accountant shall bill the Client on a regular basis for

services rendered which bills will be due and payable upon receipt.

5. Term of Agreement. This agreement shall become effective _____________ and shall

continue in effect until _________________ or until terminated in accordance with this

agreement.

6. Termination of this Agreement. This agreement may be terminated by either party on

fifteen (15) days notice to the other party. All such notices shall be by certified mail or delivered

personally.

7. Entire Agreement. This contract expresses the entire agreement between the Client and

the Accountant regarding this matter. This agreement can only be modified with another written

agreement signed by both the Client and the Accountant. This agreement shall be binding upon

both the Client and the Accountant and their respective heirs, legal representatives and successors

in interest.

8. Legal Fees. If either party brings a law suit in order to enforce or interpret the provisions

of this agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to

any other relief to which that party may be entitled.

9. Governing Law. This agreement shall be interpreted according to the laws of the State of

_________________.

10. Independent Contractors. Both the Accountant and the Client agree that the

relationship created by this agreement is that of independent contractor and not that of employee

and employer. The Accountant is responsible for the payment of any taxes, including without

limitation, all Federal, State and local personal and business income taxes, sales and use taxes,

other business taxes and license fees arising out of the activities of the Accountant.

11. Signatures. Both the Client and the Accountant have read and agreed to this

agreement.

Witnessed or Attested by:

_______________________________ ____________________________

"CLIENT"

_______________________________ ____________________________

"ACCOUNTANT"

COLLECTION DEMAND LETTER

_____________________

__________________________

__________________________

__________________________

Attention: _______________

As of the date of this letter, your payment which, under the terms of a promissory note you

entered into, was due on ______________, has not been received and is now past due.

If you have already forwarded your payment, please disregard this letter; otherwise, please forward

your payment immediately in order to avoid default under the promissory note dated

_______________.

Sincerely,

______________________________