Letter of Agreement For
Consulting Services

Date: ________________

This letter will confirm our agreement for C-Level Enterprises, Inc. (the "Company") to provide professional consulting services to __________________________________________ ("Client") to help improve client's business.  The initial project will go for a minimum of _______ full day(s) at a rate of ________ per hour or $_____________ per day (the "discount rate").   A retainer of $2,500 is required to begin work and will be kept on deposit to be credited against the final bill only.

   OR   I have selected a flat rate project on your web site called: ___________________________________ and will pay a flat fee of $___________________ with 50% in advance and 50% upon delivery, understand no work will become Client's property until after full payment.

The basic consulting rate for Mr. Norton is $__________ per hour, or $____________ per full day, for early-stage companies and all project work done on request outside the scope of any fixed price project.  The rate is $_______ per hour and $_________ per day for profitable and established companies.  Professional services that exceed the planned amount and any expenses are invoiced monthly and will include any direct expenses at cost including travel and materials.  Oral estimates will be given for any significant additional projects defined by the Client before proceeding.  Any additional invoices, beyond the planned payments, are payable within five business days of receipt.  Nothing shall be deemed to change this agreement except a written agreement signed by both parties.

This engagement letter shall be governed according to the laws of the State of Massachusetts.  You agree to not hold Robert Norton liable for any advice or services rendered and that such advice and services are rendered at your risk.  You also agree to be personally responsible, and to pay any and all legal fees incurred to collect any amount due under this agreement plus eighteen percent, or the maximum interest allowable by law for any amount more than 30 days overdue.  In addition any time Mr. Norton spends collecting this debt will be logged and billed at the regular, not discount, rate, which will also become retroactive and apply to all past billings in the case of any unpaid balances after 60 days.

Client information will be kept confidential, with the exception of the name of the company and any information already publicly available about the Client.  Please indicate your agreement by counter-signing this letter and faxing it back to (801) 672-9640.

Sincerely,

Robert Norton, President

Company: _______________________________________________________

Name:__________________________________

Address:___________________________________

City, State, Zip: _____________________________________

Authorized Officer for Client:        ____________________________           Title: _________________________

           _______________________________________________________

       Personal Signature (with no title) required for companies with revenue under $500,000/year

Credit Card Guarantee:

Circle one:        Visa        Master Card         Discover

Credit Card #  ______________________________Expiration Date: _______________

Name on Card: _________________________________________________________

Billing Address: _________________________________ State: ____  Zip: _________