AGREEMENT WITH RESPECT TO

SERVICES RENDERED TO [Firm Name] CLIENTS

THIS AGREEMENT (the " Agreement") is made as of                          , 20      , by and between [Firm Name] (the "Employer"), a professional corporation organized under the laws of the state of [State], and (the "Employee").

WITNESSETH:

WHEREAS, the Employer is engaged in the business of providing accounting,

auditing, tax consulting and other services of the accounting profession routinely and ordinarily provided by such profession ("Professional Services"); and

WHEREAS, the Employer is agreeable that should Employee cease to be employed by the Employer, he or she may continue to render Professional Services to any entity or person who was, prior to the Employee's termination, a client of the Employer.

NOW, THEREFORE, in consideration of the above referenced premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. Services Rendered to Employer’s Clients.  It is agreed by the Employer and the Employee that in the event the Employee's employment is terminated for any reason, he or she may render Professional Services to any person of entity, or to any representative of such person or entity to whom the Employer, or its agents or employees, rendered Professional Services as of the date of the Employee's termination (the "Client").

2. Compensation for Professional Services to Employer’s Clients.  For each Client to whom the Employee renders Professional Services after the termination of his or her employment, Employee agrees to remit to the Employer eighteen percent (18%) of the gross fees collected from such Client during the five (5) years following the Employee's termination, provided, however, that if the Employee was receiving compensation with respect to such Clients pursuant to the Employer's Referral Incentive Bonus Program (the "Bonus Program"), Employee agrees to remit fifteen percent (15%) of gross collected fees from such Clients until the total amount of monies paid to the Employee under the Bonus Program is repaid to the Employer. The Employee agrees to allow the Employer to undertake any audit or examination of records to satisfy itself as to the validity of the information furnished by the Employee. Such audit or examination by the Employer shall be at the Employer's expense unless the Employer discovers discrepancies in the information furnished by the Employee causing the fees received from such Clients to be understated, in which case the audit and examination shall be at the Employee's expense. The payment required pursuant to this paragraph shall be required from the Employee regardless of whether the Employee is employed by another firm at the time the fees are received.

3. Entire Agreement.  This Agreement contains the understanding of the parties hereto and supercedes all other oral and written agreements or understandings between the parties.   No modification or addition hereto or waiver of cancellation of any provision shall be valid except by a writing signed by the party charged therewith.

4. Assignment.  This Agreement may be assigned by the Employer and shall be binding upon and inure to the benefit of the Employer's assigns and successors.  This Agreement may not be assigned by the Employee.

5. Dispute Resolution.  Any dispute hereunder relating to the subject matter of this Agreement shall be determined by arbitration pursuant to the rules and regulations of the American Arbitration Association. All arbitration shall be held in Atlanta, Georgia. The validity and construction of this Agreement shall be determined under the laws of the State of Georgia.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

[Firm Name]

[Name]                                                                                               Date

Chief Executive Officer

Employee                                                                                                      Date