Independent Contractor Agreement

This Independent Contractor Agreement (the "Agreement") is entered into as of the date the AutoFerret Application form from http://www.autoferret.net/applying.php (the "Application") is submitted (the "Effective Date") by and between the individual submitting the Application, as named on the Application (the "Consultant"), located at the address listed on the Application, and Viverrae, LLC (the "Company")

RECITALS

WHEREAS, the Company is in need of assistance in the area of sales and promotion; and WHEREAS, Consultant has agreed to perform consulting work for the Company in selling and promoting private party listings and other related activities for the Company;

NOW, THEREFORE, the parties hereby agree as follows:

1. Consultant's Services. Consultant shall be available and shall provide to the Company professional services in the area of private party listing sales and promotions ("Consulting Services") as needed and requested.

2. Consideration.

A. RATE. In consideration of the Services to be performed by Consultant under this Agreement the Company will pay Consultant the rate displayed on Consultant's Associate page for each activated listing, request, or dealer registration they generate. Company shall display reports to consultant of active listings generated. The Company shall pay Consultant the amounts due pursuant to reports within fifteen (15) days after the closing date of each pay period. The Consultant will receive the first payment from the Company after the amount due Consultant exceeds two hundred dollars ($200.00).

B. EXPENSES. The Company will not pay Consultant for expenses incurred while this Agreement between Consultant and the Company exists.

3. Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the Company and Consultant. Consultant is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold itself out as an employee of the Company and Consultant acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to the Company's regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Consultant's sole responsibility and Consultant shall indemnify and hold Company harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments.

4. Confidentiality. In the course of performing consulting services, the parties recognize that Consultant may come in contact or become familiar with information which the Company or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to sales methods or lead generation which information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.

5. Term. This Agreement shall commence on the Effective Date and shall terminate one year from that date, unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Seven (7) days prior written notice.

6. Consultant's Taxpayer I.D. Number. The taxpayer I.D. number of the Consultant is specified on IRS Form W-9, to be submitted to the Company prior to receiving any payment from the Company.

7. Insurance. The Consultant will carry any required insurance. In the event the Consultant fails to carry such insurance it shall indemnify and hold harmless Company, its agents and employees from and against any damages, claims, and expenses arising out of or resulting from work conducted by Consultant and its agents or employees.

8. Competent Work. All work will be done in a competent fashion in accordance with applicable federal, state, and local laws and regulations and standards of the profession and all services are subject to final approval by a representative of the Company prior to payment.

9. Representations and Warranties. The Consultant will make no representations, warranties, or commitments binding the Company without the Company's prior consent.

10. Legal Right. Consultant covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Consultant shall indemnify and hold harmless the Company from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice as specified in Paragraph 5 and to terminate all obligations of the Company to pay any amounts which remain unpaid under this Agreement.

11. The Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

12. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the address set forth below: 1. Notices as to Consultant: Address submitted on the Application 2. Notices to the Company: Viverrae, LLC 323 Sudden Valley Bellingham, WA 98229

13. Enforceability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no way be impaired

14. Miscellaneous.

a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Company and to the Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.

c. Governing Law, Severability. This Agreement shall be governed by the laws of the State of Washington. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

WHEREFORE, the parties have executed this Agreement as of the Effective Date.

By checking the checkbox on the Application, acknowledging acceptance of this agreement, and submitting the Application, that action shall constitute digital signatures of the Consultant and the Company and both parties accept the terms of this agreement.