INDEPENDENT CONTRACTOR
                                    AGREEMENT



                AGREEMENT, dated ___________,20__ between 
        _________________________(hereinafter "the Corporation") and 
        _________________________(hereinafter "the Independent 
        Contractor").  

                Now, therefore, the parties hereto agree as follows: 

                1.  EMPLOYMENT.  The Corporation shall employ the 
        Independent Contractor, and the Independent Contractor shall 
        serve the Corporation upon the terms and conditions hereinafter 
        set forth.  

                2.  TERM AND EXTENSION.  The employment of the 
        Independent Contractor hereunder shall commence on 
        ______________, 20__ and shall continue to and including 
        _________________________.  Subject to this Agreement continuing 
        in full force and effect to and including 
        __________________________________, the Independent Contractor 
        shall have the right and option to continue this Agreement 
        hereunder for an additional period commencing 
        ____________,20___ and ending_________,20__ by giving the 
        Corporation written notice not later than___________,20__ of his 
        intentions to do so, and upon his exercising such option, all of 
        the terms and conditions of this Agreement applicable thereto 
        shall continue in full force and effect for such additional 
        period.  

                3.  DUTIES.  During the period or periods of his 
        employment hereunder, the Independent Contractor shall serve the 
        Corporation and shall perform any and all general _________ 
        services for residential property required or requested in 
        connection with their business.  Within the limitations 
        hereinabove provided, the Independent Contractor will render such 
        other advisory services in connection with the ________ services 
        of the Corporation as may be requested from time to time by the 
        officers or directors of the Corporation, without further 
        compensation other than that for which provision is made in this 
        Agreement.  

                4.  TIME REQUIREMENTS.  The Independent Contractor shall 
        devote during the period ending ____________,20__ not more than 
        ______% of his entire time, energy, and skill to the duties of 
        his employment hereunder and shall periodically, or at any time 
        upon the request of the Corporation, submit data as to the time 
        performed.  

                5.  COMPENSATION.  The Corporation shall pay to the 
        Independent Contractor for his services sums in the aggregate 
        amounting to $_______ or ______% per ____________ project, during 
        the period of his employment hereunder.  Such aggregate sums 
        shall be paid upon satisfactory completion of any 
        ______________________ project and from the proceeds received 
        from the client for whom ___________________ services are 
        rendered.  

                6.  INDEMNIFICATION AND HOLD HARMLESS PROVISION.  The 
        Independent Contractor agrees hereby to indemnify and hold 
        harmless the Corporation from any and all claims by the 
        Independent Contractor which may arise out of and in the course 
        of the performance of his duties hereunder.  Any and all claims 
        for unemployment benefits and or claims for workers' compensation 
        benefits are hereby expressly waived by the within Independent 
        Contractor  who agrees to maintain separate policies of 
        liability, health, and accident insurance as may be necessary or 
        required by the Corporation in connection with the performance of 
        its duties herein.  
        
                7.  RELATIONSHIP BETWEEN PARTIES.  The Independent 
        Contractor is employed by the Corporation only for the purposes 
        and to the extent set forth in this Agreement, and his relation 
        to the Corporation shall, during the period or periods of his 
        employment and services hereunder, be that of an independent 
        contractor.  The Independent Contractor shall be free to dispose 
        of such portion of his entire time, energy, and skill during 
        regular business hours as he is not obligated to devote hereunder 
        to the Corporation in such manner as he sees fit and to such 
        persons, firms, or corporations as he deems advisable.  The 
        Independent Contractor shall not be considered as having an 
        employee status or as being entitled to participate in any plans, 
        arrangements, or distributions by the Corporation pertaining to 
        or in connection with any insurance, pension, stock, bonus, 
        profit-sharing, or similar benefits for their regular employees.  

                8.  PROFESSIONAL RESPONSIBILITY.  Nothing in this 
        Agreement shall be construed to interfere with or otherwise 
        affect the rendering of services by the Independent Contractor in 
        accordance with his independent and professional judgment.  The 
        Independent Contractor shall perform his services in a good and 
        workmanlike manner and in accordance with generally accepted 
        ________________ practices.  

                9.  ENTIRE AGREEMENT.   The within Agreement shall be 
        construed in accordance with _______________________(State) law 
        and shall constitute the entire Agreement between the parties.  

                In witness whereof, _____________________________ has 
        caused this Agreement to be executed in its corporate name by its 
        corporate officers, and _______________________________, the 
        Independent Contractor hereunder, has set his hand and seal, as 
        of this day and year first above written.  
              


        __________________________Seal  
        Attest:
                                        _____________________________ 
                                        By:

                                        _____________________________ 

                                                        Form 603