SUBCONTRACTOR AGREEMENT

This Subcontractor Agreement (“Agreement”) is entered into as of ___________________

(date)
by and between MACRO.CCS, Inc. d.b.a. MACROSTAFF (“Company”)

and_______________________________________________________, a
(Name of company)
__________ __________________, registered to do business
(type of entity (ie: Corporation, Sole Proprietor, Partnership))

in ____________________________ (“Contractor).
(state where registered to do business)

WHEREAS:

A. Company requires that computer consulting services (“Services”) be provided to Company’s

clients (“Clients”);

B. Contractor is willing to provide computer consulting professionals to perform the Services

for Clients, on the terms and conditions stated in this Agreement and in the applicable Work
Schedule(s);

Therefore, the parties intending to be bound hereby agree as follows:

AGREEMENT

1. Definitions: The following terms shall have the following meanings when used in this
Agreement.

1.1 “Work Schedule” shall mean the document describing the services required, the Staff
assigned, the Client for which Services shall be provided, the bill rate, the work products
to be delivered, method of knowledge and skills transfer, and if applicable, any training
required, or travel and per diem expenses.

1.2 “Staff” shall mean personnel supplied by Contractor to perform Services as described in
Work Schedule.

1.3 “Client” shall mean the organization identified in the Work Schedule as contracting with
Company for services of Contractor’s Staff.

1.4 “Software and Additional Development Work Source Code” shall mean any software,
documentation or other materials developed under the Agreement by Contractor.

1.5 “Pre-existing Contractor Tools” shall mean those methodologies, trade secrets, know how,
software modules, or other materials developed by Contractor and/or Staff outside of this
 Agreement and used and/or incorporated by Contractor’s Staff in the Software and
Additional Development Work Source Code for Client.

1.6 “General Purpose Software” shall mean that Software and Additional Development Work
Source Code that does not specifically result from compliance with the Work Schedules
under this Agreement and does not constitute a unique or critical component of the
Software and Additional Development Work Source Code as determined by Client in its
sole discretion.

1.7 “Confidential Information” includes, but is not limited to, information relating to
Company’s, Company’s Client’s, or the client’s of any Company Client (collectively, the
“Protected Party”) research, developments, trade secrets, copyrights, patents, pending
patents, mask works, processes, formulas, business practices, plans, budgets, customer
and contractor relationships, bill rates, financial information and other information of a
confidential nature. The term “Confidential Information” shall not include information
which Contractor is able to establish (a) was known to the Contractor prior to disclosure
by the Protected Party; (b) became publicly available through no act or omission of the
Contractor; or (c) was lawfully received by the Contractor from a third party (other than
the Protected Party’s former or current Staff) that is not under any confidentiality
obligation to the Protected Party.

2. Scope

2.1 Entire Agreement. This Agreement and the Attachments stated in paragraph 2.3 set forth
the entire agreement and understanding between the parties with respect to the subject
matter herein and supersede all other prior and contemporaneous agreements,
understandings, representations and warranties, whether oral or written. This Agreement
may not be amended, modified or altered or any of its provisions waived except in
writing and signed by the authorized officer of the party against whom enforcement is
sought, and any oral amendment, modification or alteration or waiver shall be void and of
no effect, and under no circumstances may the provisions of this paragraph be changed
orally or by conduct of the parties. This Agreement shall be construed without reference
to any custom or usage of trade.

2.2 Contractor hereby agrees to perform the Services, as specified in one or more Work
Schedules which are signed by the parties pursuant to this Agreement, directly for
Company’s Client, and Company agrees to pay for such Services as specified in this
Agreement. At Company’s discretion, Company agrees to refer Contractor’s Staff to
Company’s Client for evaluation and possible retention of Contractor’s Services.
Company will negotiate a rate for those services, invoice its Client for such Services in
the event the parties execute a Work Schedule, and otherwise perform as stated herein.

2.3 Attachments. The following Attachments are part of this agreement:

Attachment 1: Work Schedule
3. Work Schedule.

3.1 Content. Each Work Schedule that is subject to this Agreement shall be considered part of
this Agreement and binding upon both parties. An original copy of the Work Schedule
shall be retained by the Company and the Contractor.

3.2 Execution. Each Work Schedule shall be dated, signed by Company and Contractor and
shall specifically refer to this Agreement as the governing contract for the Work
Schedule. Contractor shall not be required to commence Services until Company has
executed and returned the appropriate Work Schedule. Each Work Schedule shall be
identified by its unique identifying number (“Number”) as stated in the Work Schedule.

4. Staff

4.1 Authority of Company’s contract administrators (“Contract Administrators”).

Company’s Contract Administrators named in the most recent Work Schedule shall have
full authority to act on the behalf of Company for executing a Work Schedule, any
amendment thereto, and making any other decisions relating to the Services or Work
Schedule. Except as otherwise requested or directed by Company, Contractor shall deal
directly and exclusively with Company with respect to the Services provided under this
Agreement, and will not communicate with Client in connection with this Agreement.

4.2 Selection and substitutions. Contractor shall provide Company’s Client with Staff having
the professional qualifications stated in the applicable Work Schedule. Client and
Company may interview Staff assigned to perform the Services, and either may request
substitutions or removal of Staff (consistent with applicable law) immediately upon
notice by Company to Contractor.

4.3 Contractor shall provide qualified IT Staff with current skill sets and experience to
Company on an as-needed basis. Contractor shall ensure that all Contractors Staff are
properly trained and fully equipped to perform their assigned tasks. Contractor shall
provide any necessary reasonable accommodations to enable Contractor’s Staff to
perform assigned tasks. While on Client premises, Contractor’s Staff shall be under the
direction and control of the Client. Client shall be responsible for managing the work and
deliverables. Notwithstanding that the work is under the Client’s direction and control,
Contractor’s Staff shall at all times remain the employees or subcontractors of
Contractor. In particular, Contractor shall be responsible for all wages, benefits and other
compensation to its employees and subcontractors.

4.4 Employees of Contractor. If Contractor supplies employees of Contractor to Company

Contractor shall be solely responsible for paying salary and benefits and complying with
all other applicable laws, rules and regulations with regard to its employees. Contractor
has advised its employees that Contractor and its Staff are not employee(s) of the
Company or Client and are not entitled to (and also hereby waive) any benefits provided
or rights guaranteed by the Company or Client, or by operation of law, to their respective
 employees. The Company will make no deductions from fees paid to Contractor for any
federal or state taxes (except as required under any applicable state law for withholding
or income of foreign corporations not qualified to do business in the state) or FICA, and
the Company and the Client have no obligation to provide Worker’s Compensation
coverage for Contractor. It shall be the Contractor’s sole responsibility to provide
Worker’s Compensation and, if applicable, pay any premium “overtime” rate, for its
employees who work on the project covered by this Agreement and to make required
FICA, FUTA, income tax withholding or other payments related to such employees, (and
to provide the Company with suitable evidence of the same whenever requested). In the
event of any claims brought or threatened by any party against the Company or any
Client relating to the status, acts or omissions of Contractor or its Staff, Contractor agrees
to cooperate in all reasonable respects, including to support the assertions of independent
contractor status made in this Agreement. Contractor hereby agrees to indemnify, defend
and hold harmless Company and Client from and against any and all liability relating to
the employment status of such Contractor Staff.

4.5 Subcontractors. If Contractor supplies Subcontractors to Company, Contractor shall

require all companies subcontracting through Contractor to adhere to the provisions of
4.4 (above).

4.6 Contractor shall supply Company with copy of Staff’s I-9 Form (proving eligibility to
work in the United States).

4.7 Criminal Background Checks: Criminal Background checks will be performed by

Contractor at Contractor’s expense on each Staff assigned to Client. Background checks
will be faxed to Company at least 24 hours before Staff is to begin an assignment
pursuant to a Work Schedule. No staff will commence working on a Client assignment
without a completed Criminal Background Check.

4.8 Non-competition/Hiring Restrictions. Staff are considered “Qualified” if they are

unknown to Company at the time of first submission of Staff resume by Contractor, or
they are known to Company but have not been submitted against any open requisition by
Company within the previous 12 months. During a period in which a Qualified Staff is
presented to Company, and for 12 months thereafter, and for a period of 12 months from
the date of first receipt by Company for a qualified staff who is not placed on assignment,
company shall not solicit the staff, without contractor’s prior written consent, as an
employee, subcontractor, or independent contractor of Company for work to be
performed for Client. This section will not extend to prohibit solicitations for
employment of Staff by Company’s Clients, however, if Client agrees to pay Company
for hiring Staff as its own employee, Company agrees to pay Contractor one half (1/2) of
said payment. Contractor and Company agree not to solicit for employment, employ or
contract with each other’s Staff (including employees and subcontractors) throughout the
term of any Work Schedule, and for a one-year period after the termination of this
Agreement.
5. Rates

5.1 The Company’s Contract Administrator may negotiate the hourly rate for Staff Services
with the Contractor.

5.2 To request a rate change, Contractor will contact Company’s Contract Administrator.
Rate increases will be forwarded to the Client by the Company Contract Administrator.
The Company Contract Administrator will advise Contractor of the Client’s decision
regarding the requested rate increase.

6. Billing and Payment

6.1 Time Cards. Each of Contractor’s Staff providing Services to Client shall submit to a
Client representative, biweekly time cards (“Time Cards”) in electronic format via the
TimeForce software on Company’s website (www.macroccs.com), indicating the total
hours worked each day of the week and the total hours for the pay period. Client’s
Contract Administrator shall approve Time Cards. Any Time Cards which are contested
by the Contract Administrator shall be deemed disapproved, unless Contractor establishes
that the Services in dispute were provided in the manner required by this Agreement and
the applicable Work Schedule.

6.2 Payment. Contractor shall submit bi-weekly invoices to Company based on the Time
Cards approved during the billing cycle. Time Cards associated with the invoices shall be
attached to the invoices. Contractor will invoice the Company only for the hours covered
by such records. Payment for Services will be made in the corporate or business name of
Contractor. Payment terms are net fifteen (15) days of Company receipt of payment from
Client.

7. Ownership of Software and Additional Development Work Source Code, Documents,

and Work Product Developed Under This Agreement

7.1 Software and Additional Development Work Source Code. The Software and/or
Additional Development Work source code and accompanying documentation
(“Documentation’) generated as a deliverable under this Agreement shall become the sole
property of the Client.

7.2 Documents. All drawings, prints, plans, field notes, reports, documents, files, input
materials, output materials, the media upon which they are located (including cards,
tapes, discs and other storage facilities), software programs or packages (including source
code or codes, object codes, upgrades, revisions, modifications, and any related
materials) and/or any other related documents or materials which are developed solely
for, and paid for, by the Company in connection with the performance of the work
hereunder, shall be the property of the Client. The Contractor shall place an appropriate
 plaque, emblem, and/or decal thereon, including evidence of the Client's ownership of
such documents and/or materials.

Any invention, improvement, or discovery, together with all related information,

including but not limited to, designs, specifications, data, patent rights and findings
developed in connection with the performance of the Agreement or any subcontract
hereunder, shall be made available to the public through dedication, assignment to the
Client, or such other means as the Client may determine.

Notwithstanding the above, the Contractor does not convey to the Client nor does the
Client obtain any right to any document or material utilized by Contractor that was
created or produced separate from this Agreement or was preexisting material (not
already owned by the Client), provided that the Contractor has clearly identified in
writing such material as preexisting prior to commencement of work. To the extent that
preexisting materials are incorporated into the work, the Contractor grants the Client an
irrevocable, non-exclusive right and/or license to use, execute, reproduce, display, and
transfer the preexisting material, but only as an inseparable part of the work.

7.3 Work Made For Hire. Contractor hereby agrees that any and all Software and Additional
Development Work Source Code has been specially ordered and commissioned by the
Client.

7.3.1 To the extent that the Software and Additional Development Work Source Code
delivered to the Client hereunder includes material subject to copyright,
Contractor agrees that the Software and Additional Development Work Source
Code is done as a “work made for hire” as that term is defined under U.S.
copyright law, and that as a result the Client owns all copyrights in the Software
and Additional Development Work Source Code.

7.3.2 To the extent that the Software and Additional Development Work Source Code
(or any portion thereof) does not qualify as a work made for hire under applicable
law, and to the extent that such Software and Additional Development Work
Source Code (or any portion thereof) includes material subject to copyright,
patent, trade secret, or other proprietary right protection, Contractor hereby
assigns to the Client, its successors and assigns, all right, title and interest in and
to the Software and Additional Development Work Source Code (or any portion
thereof), including all copyrights, trade secrets, and other proprietary rights
therein (including renewals thereof) but not limited to, all rights in and to any
inventions and designs embodied in the Software and Additional Development
Work Source Code (or any portion thereof) or developed in the course of
Contractor’s creation of the Software and Additional Development Work Source
Code (or any portion thereof).

7.3.3 The foregoing assignment includes a license under any current and future patents
owned or licensable by Contractor to the extent necessary to combine the
 Software and Additional Development Work Source Code (or any portion
thereof) with any hardware and software.

7.3.4 Any documents, magnetically or optically encoded media, or other materials

created by Contractor pursuant to this Agreement shall be owned by the Client
and subject to the terms of this section.

7.3.5 The foregoing assignment includes the right to sue for infringements of the
Software and Additional Development Work Source Code that may occur before
or after the date of this Agreement, and to collect and retain damages from such
infringements.

7.3.6 To the maximum extent permitted by law, Contractor waives all moral rights in
the Software and Additional Development Work Source Code.

7.3.7 The foregoing assignment shall not be interpreted to require either Contractor or
Staff to assign rights to an invention where such assignment would be prohibited
under RCW 49.44.140.

7.4 License to Pre-existing Contractor Tools. Contractor hereby grants the Client, under all
Contractor intellectual property and proprietary rights, the following worldwide,
nonexclusive, perpetual, irrevocable, royalty free, fully paid up rights to: (a) make, use,
copy, modify, and create derivative works of Pre-existing Contractor Tools, (b) publicly
perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell,
rent, lease or lend copies of Pre-existing Contractor Tools (and derivative works thereof)
as incorporated into any Software and Additional Development Work Source Code, and
(c) sublicense to third parties the foregoing rights, including the right to sublicense to
further third parties.

8. Warranties

8.1 Contractor warrants that the Software and Additional Development Work Source Code and
Documents shall be originally created by Contractor, or Contractor shall obtain all
necessary rights to Software and Additional Development Work Source Code and
Documents to transfer ownership to the Client as required by Sections 7.1 through 7.4
above.

8.2 Contractor warrants that the Pre-existing Contractor Tools and Software and Additional
Development Work Source Code do not and shall not infringe any copyright, patent,
trade secret, trademark, or other proprietary right held by any third party.

8.3 The Contractor agrees to cooperate with the Client and provide all necessary information in a
prompt manner should the Client have any inquiries regarding the Year 2000 readiness of
Contractor, the Pre-existing Contractor Tools, Software and Additional Development
 Work Source Code, or any other information or technology that is the subject of the
Agreement.

9. Assistance and Correction

9.1 Assistance. Contractor shall execute and deliver such instruments and take such other
action as may be requested by the Client to perfect or protect the Client’s rights in the
Software and Additional Development Work Source Code and to carry out the
assignments effected by Sections 7.2 and 7.3 above, and assist the Client and its
nominees in every proper way to secure, maintain, protect and defend for the Client’s
own benefit all such rights in the Software and Additional Development Work Source
Code in any and all countries. Contractor shall cooperate with the Client in the filing and
prosecution of any copyright or patent applications that the Client may elect to file on the
Software and Additional Development Work Source Code or inventions and designs
relating to the Software and Additional Development Work Source Code.

10. Indemnification.

10.1 Contractor hereby agrees to indemnify, save harmless and defend the Company and
Client from all claims, demands, suits, judgments, and liability (including reasonable
attorney’s fees, losses, costs and expenses of any kind) arising out of, in connection with,
or incident to the negligent acts, errors, or omissions of the Contractor, its agents, and
employees in performing the work required by this Agreement, but only to the extent
such claims, actions, costs, damages or expenses are caused by the negligent acts, errors
or omissions of the Contractor, its authorized agents, or employees. The indemnification
provided for in this Article shall survive any termination or expiration of this Contract.
The Contractor further waives, with respect to the Company only, its immunity under
RCW Title 51, Industrial Insurance. The indemnification provided for in this section
shall survive any termination or expiration of this Agreement.

11. Insurance

11.1 Contractor shall at all times during the term of this Agreement, obtain and maintain
continuously, at its own expense and file with the Company, evidence of a policy or
policies of insurance as enumerated below:

11.1.1 A policy(ies) of commercial general liability insurance, including all the usual
coverages known as:
- Premises/Operations Liability
- Products/Completed Operations
- Personal/Advertising Injury
- Contractual Liability
- Independent Contractor’s Liability
 - Stop gap or Employers Contingent Liability
– Fire Damage Legal
Said policy(ies) must provide the following minimum coverage:
Bodily Injury and Property Damage -
$1,000,000 General Aggregate
$1,000,000 Products and Completed Operations Aggregate
$1,000,000 Personal and Advertising Injury
$1,000,000 Each Occurrence
$ 100,000 Fire Damage
Stop Gap Employers Liability
$1,000,000 Each Accident
$1,000,000 Disease – Policy Limit
$1,000,000 Disease – Each Employee
Any deductible or self-insured retention must be disclosed and is subject to
approval by the Client's Risk Manager.

11.1.2 A policy of business automobile liability, including coverage for owned, non-
owned, leased or hired vehicles. Such policy must provide the following
minimum coverage: Bodily Injury and Property Damage - $1,000,000 per
accident.

11.2 Such insurance, as provided under items (1) and (2) above, shall be endorsed to include
Company, the Client, their officers, elected officials, employees, agents and volunteers as
additional insured, and shall not be reduced or canceled without forty-five (45) days prior
written notice to the Company and Client. In addition, Contractor’s insurance shall be
primary as respect to the Company and Client, and any other insurance maintained by the
Client shall be excess and not contributing insurance with Contractor’s insurance.

11.3 Worker’s Compensation - As respects Workers’ Compensation insurance in the state of

Washington, Contractor shall secure its liability for industrial injury to its Staff in
accordance with the provisions of Title 51 of the Revised Code of Washington. If
Contractor is qualified as a self-insurer in accordance with Chapter 51.14 of the Revised
Code of Washington, Contractor shall so certify by letter, signed by a corporate officer,
indicating that it is a qualified self insured and setting forth the limits of any policy of
excess insurance covering its employees.

11.4 Evidence of Insurance – The following document must be provided as evidence of

insurance coverage:

11.4.1 A copy of the endorsement naming Company and Client as an Additional Insured
(excluding Professional Liability Insurance), showing the policy number, and signed by
an authorized representative of the insurance company on (ISO) Form CG2010 (11/85) or
equivalent.

11.4.2 Subcontractors – Contractor shall include all subcontractors as insured under its
policies or shall furnish separate evidence of insurance as stated above for each
 subcontractor. All coverage for subcontractors shall be subject to all the requirements
stated herein and applicable to their profession.

12. Compliance with Law/ Non-Discrimination and Equal Employment Opportunity

12.1 General Requirement. Contractor, at its sole cost and expense, shall perform and comply
with all applicable laws of the United States and the State of Washington; the Charter,
Municipal Code, and ordinances of the city in which the work is done, if any; and rules,
regulations, orders, and directives of their administrative agencies and the officers
thereof.

12.2 Licenses and Similar Authorizations. Contractor, at no expense to the Company, shall
secure and maintain in full force and effect during the term of this Agreement all required
licenses, permits, and similar legal authorizations, and comply with all requirements
thereof.

12.3 Taxes. Contractor shall pay, before delinquency, all taxes, levies, and assessments
arising from its activities and undertakings under this Agreement; taxes levied on its
property, equipment and improvements; and taxes on the Contractor's interest in this
Agreement.

12.4 Americans with Disabilities Act. Contractor shall comply with all applicable provisions
of the Americans with Disabilities Act of 1990 (ADA) in performing its obligations
under this Agreement. In particular, if the Contractor is providing services, programs, or
activities to Client employees or members of the public as part of this Agreement, the
Contractor shall not deny participation or the benefits of such services, programs, or
activities to people with disabilities on the basis of such disability. Failure to comply
with the provisions of the ADA shall be a material breach of, and grounds for the
immediate termination of, this Agreement.

12.5 Non-Discrimination. During the performance of this contract, Contractor agrees not to
discriminate against any employee or applicant for employment because of race, religion,
creed, age, color, sex, marital status, sexual orientation, gender identity, political
ideology, ancestry, national origin, or the presence of any sensory, mental or physical
handicap, unless based upon a bona fide occupational qualification. The Contractor will
take affirmative action to ensure that applicants are employed, and that employees are
treated during employment, without regard to their creed, religion, race, age, color, sex,
national origin, marital status, political ideology, ancestry, sexual orientation, gender
identity or the presence of any sensory, mental or physical handicap. Such action shall
include, but not be limited to the following: employment, upgrading, demotion, or
transfer, recruitment, or recruitment advertising, layoff or termination rates of pay or
other forms of compensation, and selection for training, including apprenticeship.

13. Term and Termination

13.1 This Agreement shall terminate by either party’s providing five (5) days prior written
notice to the other party. Notwithstanding the forgoing, Contractor may not voluntarily
terminate its services under this Agreement prior to the agreement expiration date of a
Work Schedule and any renewals or extensions thereof (“End Date”) unless, as stated in
writing by the Client, the project has been completed or the services are no longer
required. If no End Date is provided, then the Contractor must provide at least ten (10)
business days notice prior to termination of a Work Schedule.

13.2 The rights of Company and Client under sections 7, 8, 9, 10 and 14 of this Agreement
shall survive any termination of this agreement.

14. Miscellaneous

14.1 Standard of Performance. Contractor shall provide Services in accordance with generally
accepted industry standards of care and competence in the required disciplines specified
in the Work Schedule, using its own appropriate independent skill and judgment, and the
manner and means that appear best suitable to it to perform the work. Evaluation of
Contractor’s performance shall be made by the Client; Contractor shall insure that its
Staff adheres to applicable policies of the Client, including working hours and security
procedures.

14.2 Completion of Work Schedule: Contractor will not place Staff with another company
without prior approval of Company unless the Services performed under the Work
Schedule have ended.

14.3 Non-competition. Contractor agrees not to solicit business directly from Client during the
period of this contract, or for a period of 12 months after it has been terminated.

14.4 Standards of Conduct. Contractor shall be responsible for maintaining satisfactory

standards of employee competency, conduct, appearance and integrity. Contractor’s
Staff must be cooperative and work in harmony with each other, Client employees, other
Client contractors, and Client customers at all times.

14.5 Contractual Relationship. This Agreement does not constitute the Contractor as the agent
or legal representative of the Company for any purpose whatsoever, and the relationship
of the Contractor to the Company by reason of this Agreement shall be that of an
independent contractor. The Contractor is not granted any express or implied right or
authority to assume or create any obligation or responsibility on behalf of or in the name
of the Company or to bind the Company in any manner or thing whatsoever.

14.6 Independent Status of Contractor. Both parties hereto, in the performance of the
Agreement will be acting in their individual capacities and not as agents, employees,
partners, joint ventures or associates of one another. The employees or agents of one
 party shall not be deemed or construed to be the employees or agents of the other party
for any purpose whatsoever. The Contractor’s Staff shall work under the direction and
control of the Contractor. The Contractor shall ensure that all Contractors Staff are
properly trained and fully equipped to perform their assigned tasks. The Contractor shall
provide any necessary reasonable accommodations to enable Contractor’s staff to
perform assigned tasks.

14.7 Non-Disclosure and Non-Use. Contractor agrees not to disclose any Confidential
Information obtained in the course of Contractor’s providing Services on a Protected
Party’s project, or while interviewing with the Company or Client, to anyone other than
Staff who have a need to know the Confidential Information for purposes of complying
with this Agreement. Except as required by the Protected Party, Contractor agrees
neither it nor any of its Staff will reproduce in any way, utilize for themselves, or for any
other party, or remove from the premises of the Protected Party, at any time during the
interview, or during or after providing services, any tangible or intangible Confidential
Information or property whatsoever which could reasonable be construed as constituting
Confidential Information of the Protected Party.

14.8 Assignment. Contractor shall not assign any right or interest nor delegate any obligation
owed without the written consent of the Company, except Contractor may assign the
proceeds of this Agreement for the benefit of creditors upon 21 days advance written
notice to the Company, at 2800 156th Ave SE Ste. 110 Bellevue, Washington 98007.

14.9 Amendments. No modification or amendment of the provisions hereof shall be effective

unless in writing and signed by authorized representatives of the parties hereto. The
parties hereto expressly reserve the right to modify this Agreement, from time to time, by
mutual agreement.

14.10 Notices. All notices, requests, demands and other communications under this Agreement
(collectively a "notice") shall be in writing and shall be deemed to have been duly given
if delivered by hand or if mailed by United States certified or registered mail, return
receipt requested, postage pre-paid, properly addressed as follows or such other
respective addresses as may be specified herein or as either party may, from time to time,
designate in writing:

COMPANY CONTRACTOR

Marjie Peterson Name ________________________

President Title ________________________
MACRO.CCS Inc. dba MACROSTAFF Company _____________________
2800 156th Ave SE Ste. 110 Address ______________________
Bellevue, WA 98007 ______________________________

14.11 Binding Effect. The provisions, covenants and conditions in this Agreement apply to
bind the parties, their legal heirs, representatives, successors, and assigns.
14.12 Failure to comply with any of the terms of these provisions shall be a material breach of
this contract.

14.13 Force Majeure. Neither Company nor the Contractor shall be liable to the other for any
failure to perform any obligations under this Agreement due to causes which are beyond
their reasonable control and of a nature which neither has the authority or power to
remedy, including without limitation, acts of God, acts of the other party, acts of civil or
military authority including governmental priorities, strikes or other labor disturbances,
fires, floods, epidemics, wars and riots, delays in transportation or unavailability of
materials or supplies from ordinary sources. In the event of such an occurrence, the party
claiming relief thereon shall give prompt written notice thereof to the other party and any
time for performance of an obligation shall be extended by time equal to the length of any
delay attributable to such occurrence.

14.14 Applicable Law. This Agreement shall be construed and interpreted in accordance with
the laws of the State of Washington. The venue of any action brought hereunder shall be
in the Superior Court for King County.

14.15 Remedies Cumulative. Remedies under this Agreement are cumulative; the use of one
remedy shall not be taken to exclude or waive the right to use another.

14.16 Attorney Fees. In the event of any dispute between the parties arising out of this
Agreement, the prevailing party shall be entitled to recover its attorney fees and costs.

14.17 Dispute Resolution. Any dispute relating to this Agreement or any Work Schedule shall
be resolved by binding arbitration commenced and conducted in accordance with the
commercial arbitration rules of the American Arbitration Association in Bellevue,
Washington. The award of the arbitrators may be entered in any court having jurisdiction
over the party against whom enforcement is sought.

14.18 Conflicts with Agreement. In case of any conflict between the terms and conditions of a
Work Schedule and the terms and conditions of this Agreement, this Agreement shall be
controlling, except and only to the extent that (1) a Work Schedule expressly overrides a
particular provision of this Agreement, identified by section number and heading; or (2)
this Agreement expressly states that the Work Schedule shall govern as to a particular
term or condition.

14.19 Severability. Any invalidity, in whole or in part, of any provision of this Agreement shall
not affect the validity of any other of its provisions.

14.20 Caption. The titles of sections are for convenience only and do not define or limit the
contents.
14.21 Invalidity of Particular Provisions. Any determination that any term, provision,
condition, or other portion of this Agreement, or its application, is inoperative, invalid, or
unenforceable shall not affect the remaining terms, provisions, conditions, or other
portions of this Agreement, nor shall such a determination affect the application of such
term, provision, condition, or portion to persons or in circumstances other than those
directly involved in the determination in which it is held to be inoperative, invalid, or
unenforceable, and as to such other persons or in such other circumstances it shall
continue in full force and effect.

14.22 Waiver. Company’s failure to insist on performance of any of the terms or conditions
herein or to exercise any right or privilege or the Company’s waiver or any breach
hereunder shall not thereafter waive any other term, condition, or privilege, whether of
the same or similar type. The payment of compensation to the Contractor shall not be
deemed a waiver of any right or the acceptance of defective performance.

14.23 Executory Agreement. This Agreement will not be considered valid until signed by both
parties.

14.24 Authority. Each party has full power and authority to enter into and perform this
Agreement, and the person signing this Agreement on behalf of each party has been
properly authorized and empowered to enter into this Agreement. Each party further
acknowledges that it has read this Agreement, understands it, and agrees to be bound by
it.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.

MACRO.CCS, Inc. dba _________________________________

MACROSTAFF Contracting Company

Signature:______________________ Signature: ________________________

By: __Marjie Peterson____________ By: _____________________________

Title: __President_______________ Title: ____________________________

Date: __________________________ Date: ____________________________