PRIORITY SEARCH AGREEMENT

MANAGEMENT RECRUITERS OF WINSTED, INC. (MRW) dba WirelessCareers is hereby authorized to conduct searches for qualified candidates to fill positions as agreed upon by (MRW) and ______ (CLIENT) under the following terms and conditions:

1. With the execution of this agreement, CLIENT will pay MRW a deposit of five thousand dollars ($5,000) to be applied towards the full fee due when invoiced. MRW will refund the deposit if we fail to present at least two qualified candidates within 20 days of the start of the search.

2. In the event CLIENT retains the services of an individual presented by MRW, CLIENT will pay to MRW a service charge of twenty-seven and one half percent (27.5%) of the hired candidate's estimated first year compensation.

3. MRW will present at least two qualified candidates within 20 days of the start of the search, but if the CLIENT does not interview said candidates within seven days of presentation, no portion of the deposit shall be refunded to the client.

4. CLIENT may cancel this agreement at any time, but in such an event CLIENT shall not be entitled to a refund of the deposit. In the event a candidate already presented in the course of this search is hired, the balance of the service charge will be due and payable when said candidate begins work.

5. MRW will screen all potential candidates from all sources during the priority search period. This includes, but is not limited to, candidates presented to the company from other recruiting services and CLIENT'S personal contacts or recommendations.

6. CLIENT shall reimburse candidates for all reasonable interviewing expenses incurred by any candidate including, but not limited to, transportation, food, and lodging.

7. CLIENT shall reimburse MRW for all pre-approved, reasonable out-of-pocket expenses incurred by MRW in fulfilling its search obligations including, but not limited to financial and credit checks, transportation, lodging, food, and entertainment for out-of-town interviews by MRW of potential candidates.

8. MRW warrants that should a candidate hired terminate employment with CLIENT or is terminated for any reason within sixty (60) days of employment, MRW will be responsible for replacing the person. CLIENT will be responsible for expenses only related to the continued search. This warranty is not applicable in the event that the employee terminates because of a change in assignment, location, compensation, management, or company ownership.

9. MRW's service fee is due and payable when CLIENT'S firm or any of its affiliates engage the services of a candidate that has been referred to CLIENT, directly or indirectly, through MRW's effort for any position within one year after most recent communication relating to such candidate. Candidates are referred to CLIENT in confidence. Should CLIENT refer or otherwise identify such a candidate to another company, which hires the candidate, CLIENT and the hiring company shall be responsible for the payment of the fee. Signed acceptance of this understanding and acceptance of referrals from MRW shall be conclusive evidence of agreement to these terms and conditions, unless MRW has an approved, written modification.

10. In the event that any invoice is not paid as per terms, CLIENT agrees to assume all court costs, attorney's fees, and collection costs incurred to collect any unpaid balance plus with interest charges at the rate of one and one-half percent per month.

The undersigned warrant that they are authorized to enter into this agreement.