CONSULTING AGREEMENT
This Consulting Agreement (“Agreement”) is made and entered into as of ^, between TV Technology, Inc., a California company (“Company”), and ^ , a resident of the state of ^ (“Consultant”).
A.  INTRODUCTION
1.	Consultant was an officer, director, shareholder, and employee of Company and is familiar with the Company’s business of designing, manufacturing, marketing, distributing, and selling electronic equipment for use with audio or video electronic signals or any associated products or services, including, but not limited to ^ (“Business”).
2.	Contemporaneously with the execution of this Agreement, Company, and Consultant completed all acts necessary to close that certain Stock Purchase Agreement of ^ (“Stock Purchase Agreement”) in which the Consultant and the other Shareholders agreed to sell to ^ , a ^  limited liability company (“^”) and ^  agreed to purchase from Consultant, the shares of Company owned by Consultant jointly with Consultant’s spouse.  All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement. 
3.	As a condition to, and as a material inducement for, the execution and delivery of the Stock Purchase Agreement and the consummation of the transactions described in and contemplated by the Stock Purchase Agreement, Company required Consultant to execute, deliver and perform this Consulting and Non-Competition Agreement with Company.
4.	Company desires to retain Consultant as an independent contractor and Consultant desires to be retained as an independent contractor and to assist the Company in further developing the Business of the Company.
5.	Company may transfer some of the Business to other subsidiaries of Company or to other companies and Company desires Consultant to assist with the continued development of the items of Business whether owned directly by Company or by one or more subsidiaries of Company.
B.  AGREEMENT
In consideration of the foregoing and the mutual promises and covenants set forth in this Consulting Agreement and the Stock Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
	1.	Services.  Company hereby retains Consultant, on a exclusive basis, to perform such services, duties and obligations as are described in this Agreement and as Company and Consultant may agree from time to time.  
a.	During the “Term” (defined below), Consultant agrees to a 6 month transition period to assure a smooth transition. During this initial transition period, Consultant shall retain the title of President of the Company in name only. Consultant shall make himself available to Company 
to assist in a smooth management transition. Unless otherwise agreed to by the parties, Consultant shall only be required to consult from the Company’s ^  location a maximum of one week per month during this six month transition period.
b.	Upon the conclusion of the six month transition period, Consultant shall make himself reasonably available to Company, upon reasonable request, to assist with the development of the Business, and to provide advisory and consulting services concerning the Business and its customers and prospects at times that are mutually convenient to the Company and Consultant.
2.	Term.  Company’s engagement of Consultant pursuant to this Agreement will commence as the date of Closing and, unless earlier terminated in accordance with this Section 2, will continue through ^  (“Term”).  Company may immediately terminate the Term for cause upon notice to Consultant if (a) Consultant commits any intentional or grossly negligent act or omission that seriously threatens or could threaten the operation of Company’s business or exposes Company to any material loss, liability, claim, penalty or judicial or administrative action; (b) Consultant interferes with any contract, agreement, relationship or understanding which the Company may have with a customer, prospect, vendor, or any other person or entity, that materially threatens or could threaten the Company’s or any of its subsidiaries’ reputation, image, business or business relationships; or (c) Consultant violates any of the covenants under Sections 4, 5, 6 or 7 below.  Company shall only be obligated to pay Consultant compensation and provide benefits, if any, up to and including the effective date of the termination of the Term.
3.	Compensation.  During the Term, Company shall pay Consultant compensation in the following manner and only if the Agreement has not been terminated prior to the following dates:
i.	^ Thousand Dollars ($^,000) at Closing;
ii.	^ Thousand Dollars ($^00,000) beginning thirty (30) days after Closing. Such amount will be paid in eleven equal monthly installments of ^ Thousand Dollars ($^0,000) with a final monthly payment in the twelfth month in the amount of ^  Thousand Dollars ($^0,000); and

iii.	^ Million ^ Hundred Thousand Dollars ($^00,000) beginning thirty (30) days after the final payment pursuant to 3ii above.  Such amount will be paid in fifty-two equal monthly installments of ^  Thousand Dollars ($^,000) with a final monthly payment in the fifty-third month in the amount of ^  Thousand Dollars ($^0,000). 
		iv.	Consultant shall not receive nor participate in any insurance, deferred 		compensation or other plans or benefits which Company provides to its employees, 		agents or other independent contractors, from time to time.

a.	Company shall reimburse Consultant for all ordinary and necessary expenses incident to the performance of his services under. All reimbursable expenses shall be approved in writing in advance by Company and shall be supported by such documentation as is required by law and the Company’s policies and procedures in effect from time to time.  Notwithstanding anything to the contrary herein, reimbursement for all reimbursable expenses shall be made to Consultant within fifteen days of his request.  Such expenses will include the ordinary and necessary expenses of ^, wife of Consultant, when travel is required or requested by Company for the performance of such services.  All travel, lodging and other similar expenses shall be in accordance with their customary expenses, including first or business class air fare and Hilton or comparable hotels.
b.	In order to secure payment of the obligations of Company when they come due, Company hereby pledges and grants to Consultant a first position priority security interest in and lien on and to 61.38% of capital stock of Company, as well as certain assets of Company listed on Exhibit 1 attached hereto (the “Pledged Assets”), which include all patents held by Company.  Company shall fully cooperate with Consultant in perfecting all such security interests including, but not limited to, execution of UCC Form 1 Financing Statements to be recorded in California, ^ , ^,  and ^ and with the United States Patent and Trademark Office and shall execute a Pledge Agreement providing that ^  shall hold all of the shares of ^, whether now or hereafter acquired, as security for the full performance of this Agreement and shall only deliver such shares to the transferee upon full performance of this Agreement. Company shall also execute an Intellectual Property Security Agreement contemporaneously with execution of this Consulting Agreement. Upon termination of this Agreement, all such security interests and liens shall be terminated.  Should Company desire to transfer any of the Pledged Assets to any affiliated entity, Consultant shall cooperate in such transfer, provided  only that the affiliate shall pledge its shares or memberships and the security interests in the Pledged Assets are similarly secured.
c.	If, by reason of death or mental or physical disability of Consultant and Consultant is unable to perform his duties pursuant to this Agreement (and Consultant was not in breach of this Agreement at the time), the compensation shall nevertheless be paid to Consultant, or his Estate, in the manner set forth in this Agreement. 
4.	Non-Competition Covenant. 
a.	Consultant covenants and agrees that during the Term Consultant will not, directly or indirectly, individually, or in combination or association with any other person or entity, as an officer, director or shareholder of a corporation, a manager or member of a limited liability company, employee, independent contractor, consultant, advisor, joint venturer, partner or otherwise, whether or not for pecuniary benefit:
i.	engage in or own (in whole or in part), manage, provide financing to, operate or otherwise carry on in the Business or any other business which is substantially similar to the Business anywhere in the world, and
ii.	interfere in any negative way with any contract, agreement or understanding which Company may have with a “Customer” (hereinafter defined), vendor or any other person or entity, including, without limitation, by virtue of making any statements, contacting any Customers or vendors or committing any other act that would or could in any way be injurious or detrimental to Company’s image, business or business relationships. 
b.	Consultant recognizes and acknowledges that the markets of the Business of Company are national in scope, and that Company is investing a substantial sum to acquire such assets pursuant to the Stock Purchase Agreement, and would not be doing so but for the restrictive covenants contained in this Agreement, and that such covenants are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of Company and are reasonable in all respects.  Consequently, Consultant acknowledges and agrees that the duration and geographic scope of the non‑competition covenant contained in this Section 4 are reasonable and not overreaching.
5.	Non-Solicitation.  Consultant covenants and agrees that during the Term Consultant will not, directly or indirectly, individually or in combination or association with any other person or entity, whether as an officer, director or shareholder of a corporation, a manager or member of a limited liability company, independent contractor, consultant, advisor, joint venturer, supplier, partner or otherwise, whether or not for pecuniary benefit:
a.	accept business from or solicit any “Customer” (hereinafter defined) or “Prospect” (hereinafter defined) regarding any product that is similar to or competitive with the products of the Business, or encourage any Customer to terminate or modify the business relationship between Company and such Customer or reduce or modify the volume of business such Customer transacts with Company, or to affect a Prospect’s decision to transact business with or purchase any products from Company; and
b.	directly or indirectly contact, encourage or solicit any then employee, consultant, independent contractor or agent of Company to terminate or modify his, her or its respective employment, engagement or business relationship with Company.
c.	For purposes of this Agreement, “Customer” means any person or entity who Company has sold products of the Business to within the prior two (2) year period.  For purposes of this Agreement, “Prospect” means any person or entity who was contacted or solicited by Company, directly or through any of its agents, independent contractors or employees during the prior three (3) year period.
6.	Confidential Information.  
a.	Consultant acknowledges and agrees that the Consultant has had access to and received certain proprietary and confidential information and trade secrets used or useful in connection with the operation of the Business, including, without limitation, Customer and Prospect lists, the terms of oral and written agreements and understandings between Company and Customers, suppliers, vendors and accounts of the Business, sales and business records, price lists, pricing methods, financial and cost information, marketing plans, drawings, designs, know-how, trade secrets, methods of doing business, procedures and processes, information and business strategy documentation (collectively “Confidential Information”).
b.	Consultant further acknowledges and agrees that: (i) as a result of the consummation of the transactions described in and contemplated by the Stock Purchase Agreement, ^  has acquired Company’s rights in and to the Confidential Information; (ii) the Confidential Information is of a confidential nature and not generally known to the public or the trade; and (iii) in order to protect and preserve the goodwill associated with the Confidential Information, the Confidential Information must be kept strictly confidential and used only by Company and/or its agents or designees in the conduct of Company’s business.
c.	Consultant covenants and agrees that, during the “Restricted Period” (hereinafter defined), for any or no reason whatsoever, Consultant will not, directly or indirectly, for the Consultant’s own benefit or for the benefit of any person or entity other than Company, use, divulge, disseminate, disclose or communicate to any person or entity any of the Confidential Information in any manner whatsoever, unless Company otherwise consents to such use or disclosure of any item of the Confidential Information in writing prior to the use or disclosure thereof, in each instance, and then only with respect to those items of Confidential Information specifically described, and only to the extent specifically authorized, in such written consent.
d.	With respect to each item of Confidential Information, the “Restricted Period” shall mean: (i) during the Term if such item of Confidential Information does not constitute or ceases to be a trade secret; or (ii) indefinitely, if such item of Confidential Information constitutes a trade secret; provided, however, if an item of Confidential Information ceases to be a trade secret, such item of Confidential Information shall remain confidential and proprietary to Company for a period of not less than five (5) years.
e.	Notwithstanding the foregoing, Confidential Information does not include:
i.	information in the public domain; 
ii.	information that later becomes public, unless such information is made public by: (x) Consultant as a result of the breach of this Agreement; or (y) any other person or entity, directly or indirectly, under an obligation of confidentiality to Company; and
iii.	use by Consultant of customer and vendor information, to the extent the same is utilized by the Business and Company and/or its divisions prior to Closing.
f.	Consultant shall, upon the earlier of the effective date of the termination of the Term or within ten days after a request from Company:
i.	return to Company all originals, copies and reproductions of all Confidential Information and all writings and recordings incorporating or referring to any of the Confidential Information and all of Company’s, Company’s Customers’ and Prospects’ respective other property in Consultant’s possession or control;
ii.	return to Company all of Company’s property in Consultant’s possession or control, including, without limitation, all computers, computer peripherals, monitors, printers, cables, hard drives, floppy disks, CD ROMS, manuals, documentation and keys; and
iii.	certify in writing to Company that Consultant has satisfied all of his covenants pursuant to this Section 6(f).
7.	Work; Inventions.
a.	Company and Consultant each acknowledge and agree that, during the Term, Consultant may create, design and develop work for Company or the customers or prospective customers of Company (collectively, “Work”) and that all such Work that is reduced to fixed form or otherwise capable of copyright protection shall be deemed to be “work made for hire”, as that term is defined in the United States Copyright Act, as amended, and shall be the sole and exclusive property of Company.  If any of the Work is not deemed or does not qualify as work made for hire, Consultant hereby assigns, transfers and conveys to Company all of Consultant’s right, title and interest in and to such Work, including, without limitation, any and all United States and foreign design rights, copyrights, mask work rights, exhibition rights, registration rights and other proprietary rights thereto, and any and all renewals thereof.  Consultant will execute and deliver such documents as Company may request in order to evidence Company’s ownership of the Work, and to register or perfect Company’s ownership of the Work.
b.	Consultant agrees that all discoveries and inventions conceived, created or devised in whole or in part by Consultant, alone or with others, during the Term (individually, an “Invention” and collectively, “Inventions”) which: (i) directly relate in any manner, or are directly useful to, the Business or any other business then conducted by Company, (ii) are developed, created or discovered as a part of Consultant’s employment by Company or while Consultant is performing services for Company, (iii) are developed, created or discovered, in whole or in part, through the use of the employees, independent contractors, facilities, equipment, confidential information, including trade secrets, or other resources of Company, or (iv) arise out of tests, analysis, surveys, research or other work carried out or being carried out by Company, shall be the sole and exclusive property of Company.  Consultant hereby assigns and transfers to Company all of Consultant’s right, title and interest in and to all Inventions, including, without limitation, all of Consultant’s right, title and interest in and to any patents, pending patent applications and any patents issuing therefrom, patent rights, patent claims and allowances, patent renewals or extensions, continuations, continuation-in-part, divisional applications, re-examination certificates, reissues, patent licenses and all rights to sue for all past, future and present patent infringement, copyrights, pending copyright applications and all rights to sue for past, future and present copyright infringement, design rights and all applications and registrations thereof for the Inventions anywhere in the world.  Company understands that Consultant has invented and created valuable intellectual property, and will continue to do so, which are not part of the Business of Company, and that such property and inventions  will remain the property of Consultant and not subject to, nor a part of, this Agreement.
c.	Consultant agrees to promptly disclose all Inventions related to the Business to Company and to execute and deliver to Company all documents that Company requests in order to register any patent, copyright or other intellectual property rights Company may have to any Invention, or to vest ownership of any such Invention in Company, at Company’s sole cost and expense. 
8.	Indemnity And Right Of Offset.  Consultant will indemnify Company for actual losses caused to the Company which result from gross and material misrepresentations made by Consultant in the Stock Purchase Agreement, or by failing to disclose material information which he actually knew or should have known prior to Closing. Consultant’s indemnity of the Company pursuant to Paragraph ^ of the Stock Purchase Agreement shall be limited to and be not more than the following: If any claims are asserted by any person, firm or entity based upon the matters described in Paragraphs ^, inclusive, of the Stock Purchase Agreement and legal action is filed against the Company, Company may deduct  up to $^00,000 that Company actually and reasonably spends  in the defense of any such claim. The source for all funds due to Company by Consultant for such indemnity shall be from the funds due him pursuant to this Consulting Agreement, charged against the last payments due Consultant pursuant to Paragraph 3.iii above and shall not cause any payment due under this Consulting Agreement to be abated or delayed unless their remain unpaid insufficient funds to pay such indemnity payments.  Company will indemnify  and  hold Consultant harmless from any claims which may be made against Consultant arising out his continuing to serve as President of ^ during the six months transition period envisioned by this Consulting Agreement.
9.	Remedies.
a.	Consultant acknowledges and agrees that the covenants, duties, agreements and obligations set forth in Sections 4, 5, and 6 of this Agreement are reasonable in duration and scope and necessary to protect Company’s legitimate business interests, including, without limitation, Company’s strong interest in the Confidential Information and the goodwill associated therewith, which ^ bargained for in good faith and acquired as a result of the sale and purchase of substantially all of the assets of Company used, usable or useful in or in connection with the Business, pursuant to the terms of the Stock Purchase Agreement.
b.	Consultant acknowledges and agrees that a breach or default in the full performance of any of the covenants, agreements or obligations of Consultant set forth in Sections 4, 5, 6, 7, or 8 of this Agreement will cause substantial and irreparable injury to Company and that such injury would not be readily susceptible to measurement and compensation in monetary damages. Accordingly, Consultant covenants and agrees that if a Court finds that Consultant has breached or defaulted in the full performance of any of Consultant’s covenants, duties, obligations or agreements set forth in Sections 4, 5, 6, 7, or 8 of this Agreement, Company will have, in addition to all other rights and remedies available to it, at law or in equity, the right to seek injunctive relief, including, without limitation, the right to obtain a temporary restraining order, preliminary injunction or permanent injunction against Consultant, and in connection therewith, Consultant waives and relinquishes, and will not raise or suggest, the claim or defense that the party bringing such action or proceeding has an adequate remedy at law or is not being irreparably injured, provided that the Court finds that Consultant has materially breached his obligations under this Agreement.
c.	If Consultant breaches any of his representations or warranties or breaches or defaults in the full and timely performance of any of Consultant’s covenants, duties, agreements or obligations described in Sections 4, 5, 6, 7, or 8, Consultant will be liable to and promptly pay to Company upon demand, all costs and expenses incurred by Company as a result of such breach or default and in enforcing any of Company’s rights or remedies pursuant to this Agreement, at law or in equity, including, without limitation, reasonable attorneys’ fees and court costs.
d.	All rights and remedies of Company hereunder, at law, in equity or otherwise, are cumulative and in addition to all other rights and remedies of Company, at law, in equity or otherwise.
e.	In the event Company fails to pay any amount to Consultant when due (a “Missed Payment”), Company agrees to pay to Consultant interest on the Missed Payment at ten (10) per cent per year accruing from the due date through the date of payment, plus reasonable costs of collection including, but not limited to, reasonable attorney’s fees.
f.	If the Consultant has not breached this Agreement and the Missed Payment remains unpaid sixty (60) days after notice from Consultant to the Company, the entire amount due Consultant pursuant to this Agreement shall be accelerated and immediately due and payable, without notice. All such sums shall, upon such default, bear interest at the rate of ten (10) per cent per year until paid in full and Company shall pay all reasonable costs of collection, including, but not limited to, reasonable attorneys’ fees.
10.	Independent Contractor.  Company and Consultant hereby agree that Consultant is an independent contractor, solely responsible for the manner and form in which he performs the services hereunder.  Nothing contained herein shall be construed as creating an employer/employee, master/servant, principal/agent, partnership, joint venture or other similar type of relationship.  Consultant shall be solely responsible for the payment of all taxes owed by Consultant arising out of Consultant’s performance of Services under this Agreement.  Consultant shall not have the ability to, and shall not represent himself as having the ability to, bind or obligate Company in any manner whatsoever.  Except as provided herein, Company will not provide fringe benefits, insurance, or any other employee benefits, to or for the benefit of Consultant.
11.	Waiver of Breach By Company.  No waiver by Company of any breach or default of Consultant will be effective unless in writing and signed by Company, and no such waiver shall be or be deemed a waiver of the same, a similar or any future breach or default by Consultant.
12.	No Assignment.  Consultant acknowledges that the services to be rendered by Consultant pursuant to this Agreement are personal and unique and, accordingly, Consultant may not assign, pledge, hypothecate or otherwise transfer this Agreement or any of Consultant’s covenants or rights described in this Agreement, including, without limitation, the right to compensation in accordance with this Agreement without, in each instance, Company’s prior consent which may be withheld for any or no reason whatsoever.
a.	Any attempted assignment, pledge, hypothecation or transfer by Consultant of this Agreement or any of Consultant’s obligations or rights will be null and void and of no force or effect whatsoever.
b.	This Agreement may not be assigned by Company without the prior written consent of Consultant, except that Company may assign this Agreement without the prior consent of Consultant to a party which, directly or indirectly, is controlled by, controls or is under common control with Company or if that portion of Company’s business relating to the subject matter of this Agreement is sold and/or transferred to either a related or non-related party, or all of Company’s business is sold and/or transferred to a related or non-related party. 
13.	Notices.  Any and all notices, demands, requests, consents, designations and other communications required or desired to be given pursuant to this Agreement will be given in writing and will be deemed duly given upon personal delivery, or on the third day after mailing if sent by certified mail, postage prepaid, return receipt requested, or on the day after deposit with a nationally recognized overnight delivery service which maintains records of the time, place and receipt of delivery, and in each case to the person and address set forth below, or to such other person or address which Consultant or Company may respectively designate in like manner from time to time.
If to Consultant then to:	If to Company then to:	
^	TV Technology, Inc.
^

With a copy to (which copy alone shall not constitute notice under this Agreement):	With a copy to (which copy alone shall not constitute notice under this Agreement):	
Perry A. Irvine
635 Bryant Street
Palo Alto, California 94301	Law Firm
^	

3.	Severability.  If any provision contained herein is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be severed herefrom and such invalidity or unenforceability will not affect any other provision of this Agreement, the balance of which will remain in and have its intended full force and effect; provided, however, if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.
4.	Construction.  This Agreement will be governed, construed and interpreted in accordance with the laws and decisions of the State of ^, without regard to conflict of law principles that would require the law of another state or jurisdiction to be applied.
a.	The numbers, headings, titles or designations of the various Sections are not a part of this Agreement, but are for convenience and reference only, and do not and will not be used to define, limit or construe the contents of the Sections.
b.	This Agreement constitutes the entire agreement between Company and Consultant with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous oral or written agreements between Company and Consultant.
c.	This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
d.	Whenever required by context, the masculine pronouns will include the feminine and neuter genders, and the singular will include the plural, and vise versa.
e.	This Agreement may not be amended, changed, modified discharged or terminated except by a writing signed by Company and Consultant.
f.	This Agreement and the rights and covenants of Company and Consultant hereunder will be binding upon and inure to the benefit of Company and Consultant and their respective heirs, if applicable, legal representatives, successors and permitted assigns, if any.
g.	The recitals set forth at the beginning of this Agreement are hereby incorporated in full into and made a part of this Agreement by this reference as if fully set forth in the body of this Agreement.
h.	Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, and 15 of this Agreement shall survive until the expiration of all applicable statutes of limitation, unless an action is timely brought under this Agreement, in which case the above-referenced Sections shall survive until the issuance of a final non-appealable order resolving all issues in question in such matters.  Notwithstanding the foregoing, the purpose of this subparagraph is for enforcement only and the obligations of Consultant under the covenants contained in Sections 4, 5, 6, 7 and 8 shall only be for the length of time specifically set forth within each covenant. 
IN WITNESS WHEREOF, Company and Consultant have executed this Agreement as of the date first written above.
TV TECHNOLOGY, INC.

By:__________________________________
Its:__________________________________	CONSULTANT:

	
^