HOURLY SERVICE AGREEMENT
 
      Client:  company name
      Consulting Period:  XX/XX/05 – XX/XX/0X
 
THE company name, hereinafter referred to as the "CLIENT," and KORON, LTD., d/b/a WEA CONSULTING, hereinafter referred to as "WEA," hereby agree to:
 
I.                      SERVICES.
 
WEA will provide the following services under this Hourly Service Agreement (Agreement):
 
Consultation, project planning, staffing/human resources, and related advice on day-to-day management and employment issues.  CLIENT also will receive periodic compliance updates, Bulletins and other communications on human resources issues prepared by WEA.
 
CLIENT and WEA will communicate periodically to determine consulting projects to be completed by WEA.  When work can be specified in terms of a discrete project, WEA and CLIENT will enter into a separate project agreement.  WEA’s written deliverables are set forth on Exhibit A-1 attached hereto.  The proposed project schedule is set forth on Exhibit A-2 attached hereto.
 
II.                    FEE AGREEMENT.
 
In consideration for services rendered, CLIENT agrees to pay WEA fees for all hours worked at WEA's then-current Hourly Rates (HSA), plus expenses, as defined below.  Failure of CLIENT to honor billing statements in a timely fashion constitutes grounds for WEA to cease services and/or withhold product(s) from CLIENT, but does not relieve the CLIENT from its obligation to pay all fees as specified herein.  WEA’s 2003 Hourly Rates are as follows: [_______]
 
A.            Administrative Services.  Administrative services related to the production of documents, internal accounting and other CLIENT matters will be billed at the then-current Administrative Rate.
 
B.            Expenses.  Other expenses such as, but not limited to, travel, meals, lodging or extraordinary copying or fax expenses will be billed as they are incurred, or at periodic intervals.
 
III.                   PAYMENT.
 
All fees and expenses are payable upon receipt of invoice.  Compound interest accrues on all unpaid invoices at one and one-half percent (1-1/2%) per month after thirty (30) days from the date of billing, but in no event shall interest exceed the maximum permitted by law.  CLIENT agrees that should invoice(s) be referred for collection, CLIENT agrees to pay all costs of collection. 

IV.                   ENTIRE AGREEMENT.
 
This Agreement constitutes the entire agreement between WEA and CLIENT with respect to the rendering of consulting services by WEA.   This written Agreement may only be modified by a writing signed by both WEA and Client; provided however, CLIENT and/or its representatives may orally authorize work assignments and WEA is entitled to rely on such authorization.
 
V.                     RESPONSIBILITIES OF THE PARTIES.
 
All "services" that WEA is engaged to provide are defined as consulting advice, and written material only that do not direct CLIENT in any manner.  It is the responsibility of CLIENT to either take action or not, based on its own decision, related to matters with which WEA has been involved.  Accordingly, CLIENT agrees to indemnify, hold harmless, and defend WEA from any litigation, claim, arbitration, charge, damages, losses, liability, or expense incurred by WEA in connection with the delivery of services hereunder (including without limitation, any legal fees, WEA fees, or other time and expenses incurred in connection with investigating or defending against any issue related to CLIENT, as well as time spent by WEA preparing for and participating in all hearings, meetings, conferences, arbitrations, depositions and trials, arising from claims brought by third parties related to services provided by WEA under this Agreement).  Unless the parties agree otherwise, Client will pay amounts due WEA as WEA incurs and bills Client.  For example, without limiting the foregoing, in the event WEA undertakes an investigation or advises on employee discipline or termination, and a claim is asserted against WEA, CLIENT will indemnify, hold harmless, and defend WEA against actions that may be brought by the employee or other third party.  WEA's liability under this Agreement shall be limited to willful misconduct or gross negligence on the part of WEA. WEA carries errors and omissions coverage to insure its professional responsibilities hereunder, and shall in no event exceed the aggregate amount of fees actually paid by CLIENT to WEA for services rendered under this agreement.  The parties agree that this limitation of liability is a factor in determining WEA’s fees as set forth in Section II above; if CLIENT seeks a higher limitation of liability, WEA’s Hourly Rates can be adjusted accordingly.  The ultimate results realized from WEA's services will depend upon many factors, not the least of which are human attitudes, aptitudes, and the cooperation of the CLIENT's staff.  Many factors are not within WEA's control.  Consequently, no express or implied warranty of any general or specific results shall apply to any services performed by WEA.  CLIENT acknowledges and agrees that WEA is not licensed to practice law, and has not been retained to render legal advice.  CLIENT agrees to consult legal consult on any matters involving interpretation of applicable law to supplement WEA’s advice on any related matters.
 
VI.                   WORK PRODUCT.  Except as specifically set forth in writing to the contrary, WEA’s work product shall be proprietary to and owned by WEA.  WEA hereby grants to CLIENT a non-transferable license to utilize WEA’s work product for any purpose related to the operation of CLIENT’S business, provided that CLIENT shall pay in full all sums due to WEA for services rendered under this Agreement.
 
VII.                  BINDING EFFECT.
 
This Agreement is binding on the parties and their respective agents, employees, officers, directors and shareholders, and will inure to their respective assignees and other successors in interest.