Uriel CorporationOne Westbrook Corporate Center

Suite 300Westchester, IL 60154 USA

(708) 598-7314 Call to arrange fax.

strategicpartnering@urielcorporation.com www.urielcorporation.com

Point of Contact: Headquarters/Executive Offices.

PREAMBLE

Due diligence opportunity discussion retainer might be paid by Client(s) to engage Uriel Corporation (UC) to consult with Client as such might relate to:

a) pursuing, developing, implementing, managing, and maintaining good

relationships, opportunities, ventures, and services; b) pursuing various statements of work and or various initiatives; c) parties coming to win-win agreement(s) as shall be determined.

Client(s) might draft and or might collaborate to draft agreement(s) to specify the nature of any: ventures, consulting, business, services, communications, and statements of work, collaboration(s), and or otherwise as such might end up as transaction(s) and or agreement(s) between parties, and as such might relate also to developing, engaging and managing operations related to one or more third parties.

The Initial Retainer will pay for investigation and due diligence between the parties to determine interests in developing relationship(s) that might involve the development of Uriel Corporation proprietary technology, products, and or strategic UC services for the world theater and as such might possibly include additional third parties and or collaborations.

As part of drafting agreements, commercialization initiatives may include:

Uriel Corporation (UC) strategic services, outsourcing to Client(s), research & development, engineering, prototype development, intellectual property, sales, marketing, customer support, technical support, technicians, installers, contractors, subcontractors, manufacturing, product testing, quality control, programming, website development, data centers, ERP, CRM, CAD/CAM/CAE, equipment, facilities, offices, simulations, feasibility studies, market research, market testing, mutual business planning, collaborations, operations planning, business rules and business process planning, strategic financing and operations, management, staffing, independent contractors, employees, supply chain management, shipping, distribution, logistics, warehousing, legal, accounting, consulting fees, licensing, product manufacturing and product sales and distribution quotas, royalties, expenses, project costs, intellectual property expenses, intellectual property insurance, intellectual property maintenance taxes and development expenses, patent litigation and defense expenses, attorney and court costs, aspects that might relate to commercialization initiatives, procedures, and activity, operations, budgets, working capital, project and product line development , management and other areas.

Contract variables shall be discussed and be included in further agreements as parties might come to agree on mutual terms.

Please contact Uriel Corporation (UC) by phone especially after you might send an email that might be important and for UC to receive especially if such emails and or communications might be related to developing and or maintaining interests. Please note that UC receives a good number of emails and it is possible that your email might be overlooked, blocked, and or as your email might be eliminated by spam filters.

This document and or terms or options for putting forth agreements and or a relationship may vary and or may change without notice.

Please communicate with Uriel Corporation electronically through email correspondence by sending an email to: strategicpartnering@urielcorporation.com .

Further UC point of contact information: PROTOCOL OPERATIONSUriel CorporationOne Westbrook Corporate Center, Suite 300 Westchester IL 60154-5709www.urielcorporation.com (708) 598-7314.

*Uriel Corporation is a registered trademark of Uriel Corporation.