ADVISORY SERVICES AGREEMENT This Advisory Services Agreement ("Agreement") is made and entered into as of ______, 2000 by and

between ________________, a Delaware corporation (the "Company") and _______________ ("Advisor" and, together with the Company, the "Parties"). 1. SERVICES AND COMPENSATION

(a) Advisor agrees to perform for the Company the services described in Exhibit A (the "Services"). (b) The Company agrees to pay Advisor the compensation set forth in Exhibit A for the performance of the Services. 2. CONFLICTING OBLIGATIONS

(a) Advisor agrees to use commercially reasonable efforts to perform the Services in a timely and responsible manner. (b) Advisor certifies that Advisor has no outstanding agreement or obligation that is in conflict with any provision of this Agreement, or that would preclude Advisor from complying with the provisions hereof, and further certifies that Advisor will not enter into any such conflicting Agreement during the term of this Agreement. 3. TERM AND TERMINATION

(a) This Agreement will commence on the date first above written and will continue for a three (3) year term unless earlier terminated as provided below. The parties may agree in writing to renew this Agreement for subsequent one-year terms. (b) The Company may terminate this Agreement immediately upon prior written notice to Advisor. Any such notice shall be addressed to Advisor at the address shown below or such other address as Advisor shall provide to the Company, and shall be deemed given upon delivery if personally delivered, upon confirmation of facsimile receipt if sent via facsimile, on the next business day if sent via overnight courier, or three days after deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested. (c) Upon such termination, all rights and duties of the parties toward each other shall cease except Sections 4 and 5 shall survive termination of this Agreement.

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CONFIDENTIALITY, ETC.

(a) "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, business plans, marketing plans, product or service specifications or designs, non-public versions of any products (i.e., beta versions), any source code for any of Companys products, customers, customer lists, or other business information disclosed by the Company either directly or indirectly in writing, or orally and identified by the Company as confidential or otherwise reasonably identifiable as confidential based on its content and/or the circumstances under which it was disclosed. (b) Advisor will not, during or subsequent to the term of this Agreement, use the Company's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company. Except as required by law, government regulation or court order, Advisor will not disclose the Company's Confidential Information to any third party, and understands that said Confidential Information shall remain the sole property of the Company and that no right or license in or to such Confidential Information is granted or implied hereby. Advisor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Confidential Information does not include information which (i) is known to Advisor at the time of disclosure to Advisor by the Company as evidenced by written records of Advisor, (ii) has become publicly known and made generally available through no wrongful act of Advisor, or (iii) has been rightfully received by Advisor from a third party who is authorized to make such disclosure. (c) Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas, concepts, techniques and information made or conceived or reduced to practice, in whole or in part, by Advisor during the term of this Agreement and that arise out of the Services or any Confidential Information (as defined below) (collectively, Inventions) and Advisor will promptly disclose and provide all Inventions to Company. Advisor shall further assist Company, at Companys expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. (d) Advisor will not disclose to the Company any information that the Advisor is obligated to keep secret pursuant to an existing confidentiality agreement with a third party, and nothing in this Agreement will impose any obligation on the Advisor to the contrary. (e) Advisor has disclosed and, during the Term will disclose, to the Chief Executive Officer of the Company any conflicts between this Agreement and any other agreements entered into by Advisor.

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5. USE OF NAME. It is understood that the name of the Advisor will appear in disclosure documents that the Company may prepare from time to time, including those required by securities laws or other administrative or regulatory filings. 6. INDEPENDENT CONTRACTOR. Advisor will at all times be an independent contractor, and as such, will not have authority to bind the Company. Advisor will not act as an agent nor shall Advisor be deemed to be an employee of the Company for any purpose. 7. ARBITRATION AND EQUITABLE RELIEF The Company and Advisor agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement shall be settled by arbitration to be held in Los Angeles County, California, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The Company and Advisor shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its respective counsel fees and expenses. 8. GOVERNING LAW This Agreement shall be governed in all respects by the laws of the State of California, without regard to any provisions thereof relating to conflicts of laws among different jurisdictions. 9. ENTIRE AGREEMENT This Agreement is the entire agreement of the parties and supersedes any prior agreements between them with respect to the subject matter hereof. (Signature page follows.)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. ADVISOR Signature: __________________________ Name: _____________________________ Address: ___________________________ ___________________________ Telephone: _________________________ Facsimile: __________________________ [NAME OF COMPANY] Signature: ________________________ Name: ___________________________ Title: _____________________________ Address: Telephone: Facsimile:

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EXHIBIT A SERVICES AND COMPENSATION

1. Services. Advisor will provide the following Services to the Company: a. Attend one day of advisory meetings per quarter, if requested. b. Be reasonably available by telephone or e-mail to provide advice on an as needed basis. c. Familiarize himself/herself with Company and its business so that he/she is able to speak knowledgeably about the Company and portray the Company in a positive manner d. Be reasonably available to participate in such activities as public relations meetings, interviews, press conferences, social engagements, meetings and strategy sessions for the creation of business plans, educational and marketing materials. e. Attempt to refer to Company potential strategic allies, business partners and customers. 2. Compensation. Company shall provide the following compensation to Advisor: a. Subject to compliance with applicable securities laws, the approval of the Companys Board of Directors (or its Compensation Committee), and execution and delivery of the Companys standard form stock option agreement (attached hereto), the Company shall grant Advisor non-qualified stock options under the Companys 2000 Stock Plan (the Plan) to purchase _____ shares of the Companys Common Stock, with a per share exercise price equal to the fair market value (as determined under the Plan) of the Companys common stock on the date of grant. The option shall vest as to 25% of the shares on the six-month anniversary of the date of this Agreement, and 25% of the shares on each one-year anniversary thereafter. Except as otherwise provided herein, the option shall be subject to the terms and conditions set forth in the attached stock option agreement. b. The Company shall pay Advisor $________ per each day that Advisor performs substantial Services to Company in accordance with a written request provided by Company to Advisor prior thereto. c. The Company shall reimburse Advisor for all reasonable travel and out-of-pocket expenses actually incurred by Advisor in performing Services pursuant to this
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Agreement, provided that Advisor receives prior written consent from an authorized agent of the Company prior to incurring such expenses. d. Advisor shall submit all statements for expenses in a form prescribed by the Company and such statements shall be approved by an authorized agent of Company.

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