INDEPENDENT CONTRACTOR AGREEMENT

This agreement (the "Agreement") is made and entered into by and between Circle of Stars LLC, with its principal place of business located at 1344 Disc Dr., Suite 190, Sparks, NV 89436 (hereinafter referred to as the "Company"), and you (hereinafter referred to as the "Contractor").

WHEREAS, the Company is in the business of providing information and psychic operator services; and

WHEREAS, the Company has entered into arrangements with operators of intermediary telephone lines and computer networks to connect psychic operators to customers (the "Network"); and

WHEREAS, the Contractor is a metaphysically advanced individual possessing special skills, training and expertise in providing psychic services (collectively, "psychic readings"); and

WHEREAS, customers will contact the Network to receive psychic readings (the "Customers"); and

WHEREAS, in connection with its provision of services to the Network, the Company is willing to refer Customers to the Contractor, and the Contractor is willing to provide psychic readings to Customers so referred; and

WHEREAS, the Company and the Contractor further wish to enter into this Agreement for the provision of the Contractor's services to the Company upon the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable considerations, the receipt and adequacy of which are acknowledged, the parties agree as follows:

1. The Services.

The Contractor shall provide psychic readings by telephone or on-line chat psychic readings to Customers who are referred to, and accepted by, the Contractor. The Contractor shall provide such psychic readings (the "Services") consistent with the Contractor's particular specialized skills, training and experience in providing the same as set forth in the Request For Proposal form attached hereto and incorporated herein, with results reasonably satisfactory to the Company.

2. Service Location.

The Services to be provided by Contractor under this Agreement shall be performed at the Contractor's place of business.

3. Equipment and Expenses.

The parties recognize that the Contractor may incur ordinary and reasonable expenses in carrying out the Services contemplated by this Agreement. The Contractor shall be responsible for all business expenses incurred. Specifically, at all times during the term of this Agreement, the Contractor shall provide, at the Contractor's sole cost and expense, all of the equipment, materials, supplies and premises necessary to the performance of the Services including, but not limited to, all telephone equipment which shall include a separately designated, touch-tone telephone line (without call waiting, call forwarding, answering device, or voice mail), computer, software and high speed modem (if offering on-line chat), office supplies and any persons engaged or services contracted for.

4. Licenses.

The Contractor shall, at his or her sole cost and expense, secure and maintain in effect continuously throughout the term hereof any licenses necessary for the provision of the Services pursuant to this Agreement.

5. No Training.

The Contractor represents and warrants, and the Company recognizes and acknowledges, that the Contractor has unique and specialized skills, training and experience in providing psychic readings, and therefore the Company has not provided and will not provide any training or instructions to the Contractor.

6. No Hours or Schedule.

The parties understand and agree that the Contractor shall have no obligation to perform or be available to perform the Services during any particular hours, or according to any particular routine or schedule, or to render the Services for any particular amount of time, all of which shall be determined by the Contractor in his or her sole discretion.

7. Services for Third Parties.

Subject to the compliance by the Contractor with the provisions of Paragraph 12 of this Agreement, the Contractor shall provide the specified services on a non-exclusive basis. Nothing contained herein shall be deemed to prohibit or prevent the Contractor from engaging in other employment or consulting activities as long as such activities do not unreasonably interfere with the Contractor's performance pursuant to the terms of this Agreement.

8. Supervision/Monitoring/Compliance with Laws.

The Company shall not monitor, supervise, direct or control the Contractor with respect to the substance of the Services provided by the Contractor. The Contractor shall have sole and exclusive control over the substance of the Services provided. However, in order to ensure compliance with all applicable federal, state and local laws, regulations, ordinances, and other standards of professional and ethical conduct including, but not limited to, any laws regarding unfair or deceptive practices, the Telephone Consumer Protection Act ("TCPA"), and the Telephone Disclosure and Dispute Resolution Act ("TDDRA") (collectively, "all applicable laws"), the Company, through the Network, reserves the right, and the Contractor acknowledges the Company's right, to monitor and/or record the Contractor while the Contractor is providing the Services. The Company shall not monitor and/or record the Contractor for the substance of the Services provided. The Contractor acknowledges the duty to comply with all applicable laws and warrants that he or she shall provide the Services in accordance with all applicable laws, regulations, ordinances and other standards of professional and ethical conduct applicable thereto. The Contractor further consents to the Company's monitoring and/or recording of the Contractor's provision of the Services.

9. Fees.

As consideration for the services to be rendered by the Contractor, the Contractor shall be eligible for fees for providing the Services in accordance with the Fee Schedule agreed upon between the Contractor and the Company. Fees shall be based on the actual telephone or on-line chat connect time for each session with a Customer during which the Services are provided by the Contractor.

The Company reserves the right to change the fee and/or the bonus structure at any time with or without notice to the Contractor.

The Contractor shall be responsible for a $10.00 account maintenance fee per pay period (the "account maintenance fee"). The account maintenance fee shall be deducted from any amounts owed to the Contractor pursuant to this paragraph. In the event that the Contractor provides the Services for at least sixty (60) connected minutes of time in a pay period, the account maintenance fee shall be waived.

The Company shall pay the Contractor weekly for services according to Compensation Schedule which Contractor will receive when services are retained. Payments will be mailed or deposited within five (5) days after the end of the immediately preceding fee period.

The Network maintains time records for all Contractors. Payments are based on the Network's records and not from the Contractor's records. Accordingly, the Contractor is not required to submit time records to the Company. The Company will not be responsible for any delays in payment resulting from the Network's server problems. Time records shall be utilized solely for the purpose of calculating payment pursuant to this section. The parties understand and agree that the Contractor shall have no obligation to perform or be available to perform the Services during any particular hours, or according to any particular routine or schedule, or to render Services for any particular amount of time, all of which shall be determined by the Contractor in his or her sole discretion. The Contractor will have access to certain reports maintained by the Network that will provide Contractor's minutes of connect time in a pay period as well as other data. The Contractor agrees to promptly examine the reports to notify the Company in writing of any perceived inaccuracies. If the Contractor does not provide such notice within thirty (30) days of the Contractor's receipt of fees for such applicable time period, then the accuracy of the reports will be deemed accepted by the Contractor.

In the event that the Agreement is terminated in accordance with Paragraph 22, the Company shall pay the Contractor in accordance with this Paragraph for all Services provided up to the effective date of termination.

The Contractor shall receive a Form 1099 with respect to all fees paid by the Company. Such payments shall not be considered wages or earnings, whether for purposes of any Company benefit plans, or otherwise. The Contractor shall be responsible for the payment of all taxes with respect to such fees, including any amounts assessed by or due any federal, state or local government taxation agency.

10. Warranties.

The Contractor represents and warrants that he or she has the unencumbered right and authority to perform the obligations under this Agreement. The Contractor further represents and warrants that the Contractor's services are performed with the usual thoroughness and competence of the profession in accordance with the standard for professional services at the time those services are rendered. Moreover, the Contractor represents, warrants, and agrees that the provision of the Services will not violate any contractual rights, trade secrets or other rights of any third party.

11. Independent Contractor Status.

The Contractor and the Company agree that in performing the specified the Services herein, the Contractor shall at all times be an independent contractor and not acting as an employee, agent, partner, or representative of the Company. Nothing contained in this Agreement will be construed to create a partnership or joint venture relationship between the Contractor and the Company. This Agreement shall not establish, or be interpreted as establishing, any form of employment relationship. Moreover, the Contractor, including any of its officers, directors, employees or agents, shall have no right to receive from the Company any benefits, including, but not limited to, health insurance, paid vacation, paid holidays, sick leave, unemployment, disability, worker's compensation, or insurance coverage of whatever nature, as are in effect generally for the Company's employees.

The Contractor shall be treated as an independent contractor for all purposes including, without limitation, for federal and state tax and other state and federal purposes. The Contractor assumes full responsibility for payment for all federal, state and local taxes imposed or required under unemployment insurance, self employment, social security and income tax laws upon compensation paid to the Contractor. The Contractor shall not hold himself or herself as an employee, partner or agent of the Company and shall have no authority to bind the Company in any manner whatsoever. The Contractor acknowledges that he or she has duly signed and returned to the Company Form W-9 and all compensation paid to Contractor under this Agreement will be reported annually to the Internal Revenue Service on Form 1099, of which the Contractor shall receive a copy.

12. Nondisclosure and Non Solicitation.

The Contractor shall not directly or indirectly disclose to any person other than a representative of the Company at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to the Company, including but not limited to Customer information, customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Furthermore, the Contractor agrees that while providing the Services to the Company and for a period of two (2) years following the termination of the provision of Services, the Contractor shall not directly or indirectly solicit or attempt to solicit any callers, on-line chat customers, any other customers, suppliers, independent contractors, partners, or employees of the Company other than on behalf of the Company.

If, in any judicial proceeding, a court shall refuse to enforce this Paragraph 13, either because the time limit it too long or because the restrictions contained herein are more extensive (whether as to geographic area, scope of business or otherwise) than is necessary to protect the business or goodwill of the Company, it is expressly understood and agreed between the parties hereto that this paragraph is deemed modified to the extent necessary to permit the greatest restriction possible to be enforced in such proceedings.

The Contractor agrees that if the Contractor violated any of the provisions herein, the Company shall be entitled, in addition to any other appropriate relief, to an accounting and disgorgement of all profits, compensation, commissions, remuneration, or other benefits that the Contractor directly or indirectly has realized and/or may realize as a result of, or growing out of, or in connection with, any such violation. These remedies shall be in addition to, and not in limitation of, injunctive relief or other rights or remedies to which the Company is or may be entitled to at law or in equity under this Agreement.

13. Indemnification of the Company.

The Contractor shall indemnify the Company against any and all liability, loss or damages, including consequential and incidental damages, and against all claims or actions based on or arising out of damage or injury (including death) caused by or sustained in connection with the performance by the Contractor of the Services, or based on any violation of any statute, ordinance, regulation or contract, and the defense of any such claims or actions including attorneys fees. The Contractor shall also indemnify the Company against any and all liability and loss in connection with, and shall assume full responsibility for, payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax laws, with respect to the Contractor's provision of the Services under the terms of this Agreement.

14. Remedies for Breach.

In the event of a breach of this Agreement by the Contractor, the Contractor agrees that the Company may exercise any remedy available at law or in equity, each of which shall be cumulative and may be exercised at any time. For any breach of the restrictions contained in Paragraph 12 of this Agreement, money damages would not be a sufficient remedy and the Company shall be entitled to specific performance and injunctive relief as a remedy for the Contractor's breach thereof, in addition to all other remedies available at law or in equity.

15. Assignment.

The Contractor may delegate the performance of any of the Services to other metaphysically advanced individuals having specialized skills, training and expertise in providing psychic readings ("metaphysically advanced individuals"). In the event that the Contractor delegates the performance of any of the Services to other metaphysically advanced individuals, each such individual is required to execute a Request for Proposal and an Independent Contractor Agreement with the Company and receive authorization from the Company to begin providing services. The Contractor represents and warrants that he or she will not delegate the performance of any of the Services to an individual who has not executed a Request for Proposal and an Independent Contractor Agreement with the Company and received appropriate authorization from the Company to begin providing services. The Contractor's connected minutes of time shall not be combined with any individual's connected minutes of time to whom the Contractor delegates for purposes of calculating fees pursuant to Paragraph 9.

16. Notices.

Any notice, request, demand, consent, waiver or other communication which either party may wish to serve or may be required to serve on the other party, shall be in writing and shall be served by facsimile, by prepaid recognized overnight air express delivery, or by e-mail at the addresses set forth at the beginning of this Agreement.

17. Governing Law.

This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada and County of Washoe, Nevada without regard to conflicts of law principals thereof.

18. Successors and Assigns.

This Agreement may be assigned by the Company to a company which is a successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifies the Contractor of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights and privileges of this Agreement.

This Agreement may be assigned by the Contractor only in accordance with the provisions in Paragraph 15.

19. Entire Agreement/Amendments/Severability/Headings.

This Agreement contains the entire understanding of the parties with respect to all matters referred to herein and may not be changed, amended, modified or waived orally except by a written agreement signed by all of the parties hereto. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth in this Agreement. The parties are not relying upon any oral or written representations or agreements in addition to or inconsistent with those set forth in the Agreement, fraudulent or otherwise. This Agreement supersedes any and all previous agreements made between the parties herein. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. The headings to the paragraphs of this Agreement are for reference only and shall not affect its construction or interpretation.

20. Dispute Resolution.

To the fullest extent allowed by law, any controversy, claim or dispute now or hereafter arising in connection with the execution or operation of this Agreement, including the determination of the scope or arbitrability of this agreement to arbitrate, shall be submitted to and determined by final and binding arbitration before a single arbitrator in Law Vegas, Nevada. The arbitration shall be administered by JAMS pursuant to its then prevailing commercial arbitration rules. The arbitrator shall issue a reasoned, written decision, and shall have full authority to award all remedies which would be available in court. The Company and the Contractor shall share the arbitrator's fees and any JAMS administrative expenses. Except as otherwise required by law, each party shall bear its own attorney's fees. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This provision shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Nothing contained in this paragraph shall be construed to prohibit the Company's application for injunctive relief to a court of relevant jurisdiction.

Prior to seeking relief pursuant to this paragraph, however, each party to this Agreement agrees to provide written notice of the substance of the dispute to the other party. Within thirty (30) days after the receipt of such submission, the parties shall commence good faith efforts to resolve the dispute. If the parties are unable to resolve the dispute within thirty (30) days after receipt of the submission, either party shall be entitled to pursue the remedy described in this Paragraph. Nothing contained in this paragraph shall be construed to prevent the Company from seeking injunctive relief or other provisional relief from a court of competent jurisdiction.

21. Professional Services Addendum.

The Contractor acknowledges that he or she has reviewed the Professional Services Addendum and agrees to abide by the terms and conditions contained therein. The Professional Services Addendum is hereby explicitly incorporated into this Agreement. Click here to review the Addendum.

22. Termination.

Either party may terminate this Agreement upon notice to the other party. In the event that this Agreement is terminated, the Contractor shall be paid in accordance with the terms in Paragraph 9 for all services provided up to the effective date of the termination. In the event that the Contractor violates any federal, state or local law in the provision of the Services, or acts in an unethical manner as determined in the sole discretion of the Company, the Company may terminated this Agreement immediately.

PROFESSIONAL SERVICES ADDENDUM

This Professional Services Addendum ("Addendum") is referenced by and incorporated into the Independent Contractor Agreement ("Agreement") between you, a metaphysically advanced individual possessing special skills, training, and expertise in providing psychic services (the "Contractor") and Circle of Stars, LLC (the "Company") as if fully set forth therein.

Nothing in this Addendum changes the Company's right to immediately terminate the Agreement, with or without notice, if the Company in its sole discretion believes or determines that Contractor has violated the terms of the Agreement or this Addendum.

By checking the box and clicking on the submit button, Contractor acknowledges that he or she has carefully read this Addendum and agrees to the terms and conditions contained herein. Specifically, in addition to the terms and conditions contained in the Agreement, Contractor agrees to provide the Services (as defined in the Agreement) in accordance with the following:

Contractor represents and warrants that all information provided to the Company is truthful and accurate. Moreover, the Contractor acknowledges that the Company reserves the right to change, add to or delete any of the terms and conditions contained herein at any time, with or without cause and with or without notice.