This Independent Contractor Agreement (this "Agreement") is entered into as of October 30, 2006 between Daniel H. Smith an independent contractor ("Consultant"), and De Marse Co Holdings, Inc. ("Company").

WHEREAS, the company desires to retain the Consultant as an independent contractor to perform various services ("Services") in connection with the Company's products and services.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, it is agreed as follows:

1. Independent Consulting Services. The Company appoints and the Consultant accepts appointment under the terms of this Agreement. The Services to be performed by the Consultant consist of the development of strategic vision and initiatives in support of the Company's products and services and other services as requested from time to time by the Company. As reasonably requested by the Company, the Consultant will submit progress reports to the Company.

2. Consulting Fees: Payments. The Company will pay Consultant the fees set forth in Schedule A as full compensation for Services rendered. The Company will be required to reimburse the consultant for pre-approved travel and expenses incurred by the Consultant.

3. Termination. Either party may terminate this agreement at any time by written notice to the other. If either party terminates the agreement, the Company's obligation will be limited to payment to Consultant for Services performed through the date of termination at the rate set forth in Schedule A.

4. Term. This Agreement is effective as of the date set forth above and shall terminate upon written notice by either party. Sections 5, 8 and 10 shall survive termination of this Agreement.

5. Confidentiality: Ownership.

(a) In order to allow the Consultant to perform the services, the Company or its affiliates, directors, officers, employees, agents or controlling person (collectively, "Representatives") may provide the Consultant with certain information related to the Company's products, services, research, development, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, customer lists and customers, substantial portions of which will be non-public, confidential and/or proprietary in nature. All such information, whether written or oral and whether furnished before or after the date hereof, together with all documents and other materials prepared by the consultant which are based on or contain or otherwise related to such information are collectively referred to as the "Company Information." The term "person" shall be broadly interpreted to include, without limitation, any governmental entity, corporation, partnership, company or individual. The Consultant agrees to (i) use the Company Information only for the purpose of performing the Services; (ii) hold all Company Information in strict confidence and use all reasonable care to maintain the confidentiality of all Company Information and (iii) not disclose Company Information to any person; provided, however, that the foregoing obligations regarding confidentiality shall not apply to any Company Information that (i) is or becomes generally available to or known by the public other than as a result of a disclosure made by the Consultant or (ii) is or was disclosed to the Consultant on a non-confidential basis from a source other than the Company (or its predecessors) provided that the Consultant is not aware that such source is or was then bound by a confidentiality agreement with the Company or otherwise prohibited from transmitting the information to the Consultant. Further, Consultant assigns to the Company any rights Consultant may have or acquire in any Company Information and recognizes that all Company Information shall be the sole property of the Company and its assigns and that the Company and its assigns shall be the sole owner of all patent rights, copyrights, trade secret rights, and all other rights throughout the world.

The Consultant acknowledges that the Company could not be made whole by monetary damages of a breach of this Section 5. Accordingly, the Company, in addition to any other remedy to which it may be entitled by law or in equity, shall be entitled to seek an injunction to remedy and prevent breaches of this Agreement, and to an order compelling specific performance of this Agreement. The Consultant acknowledges and agrees that the Company derives economic value from the Company Information not being known by other persons who can obtain economic value from its disclosure or use and that any disclosure or unauthorized use of the Company Information could cause irreparable harm and loss to the Company.

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