Page 1 of 4

Unpaid Intern Training Agreement This Unpaid Intern Training Agreement (hereinafter “Agreement”) is made by and between Oloop, LLC, a limited liability company organized under the laws of the State of Illinois, and with its principal place of business at 75 Executive Drive, Suite 329, Aurora, IL, 60504 (hereinafter referred to as “COMPANY”), and the intern-trainee named below (hereinafter referred to as “INTERN”).

WHEREAS, COMPANY is in the business of providing Software consulting and development services in accordance with the needs of COMPANY and COMPANY's Clients and WHEREAS, INTERN desires to participate in the unpaid intern training program offered by COMPANY, and COMPANY desires to allow INTERN to so participate, it is agreed as follows: NOW, THEREFORE, in consideration of mutual promises, covenants and conditions set forth herein, the parties hereto agree as follows: 1. Scope of Duties; Compensation & Benefits. INTERN shall participate in technology training and personal employment development programs provided by COMPANY (and/or its affiliates) for the express benefit of INTERN, with the ultimate goal that INTERN may be placed on a billable project of COMPANY and then become a paid employee of COMPANY following completion of the training. The typical intern training program (the “Internship Program”) will extend for a period of approximately 4 to 6 weeks, with additional periods for post-training marketing, at the discretion of COMPANY. It is understood that INTERN does not replace or displace any existing COMPANY employee, and COMPANY does not derive any immediate advantage from the training activities that INTERN participates in. Accordingly, INTERN is not entitled to any wages or compensation or employment benefits for the time spent in the Internship Program, but INTERN may be permitted to reside in a COMPANY-provided guest apartment and draw grocery allowances in conformance with COMPANY policy (which is subject to change at discretion of COMPANY). In the event that INTERN does complete the Internship Program and is then placed on a billable project of COMPANY, it is anticipated that INTERN and COMPANY will enter into a separate employment agreement outlining the terms of the continued relationship, to include reference to the pay rate applicable under the new employment agreement. Unless otherwise agreed in writing by INTERN and COMPANY, INTERN’s relationship with COMPANY hereunder shall terminate 120 days after the original processing of the INTERN’s Form I-9 by COMPANY if INTERN has not been assigned to a billable project by COMPANY by said date. INTERN agrees to adhere to applicable COMPANY policies, procedures and requirements in participating in the Internship Program; and further agrees to exert his/her best efforts and to conduct himself/herself in a professional manner in the performance of assigned tasks, as a representative of COMPANY to the business community.

INTERN agrees to complete Form I-9 and make original documentation available for inspection at the time of request by COMPANY.

2. Reimbursement. In exchange for the provision of extensive training and other services, INTERN hereby acknowledges and agrees to pay COMPANY $2,000.00 (Two Thousand Dollars) as service fee. COMPANY hereby agrees to waive this service fee in the event either of the following occurs: (a) if INTERN actually works for COMPANY and/or COMPANY’s subsidiary company (Oloop, LLC) as a consultant on projects totaling at least twelve (12) months or 2000 billable hours of work; or (b) upon termination of this Agreement under Section 1 hereof due to the failure of INTERN to be placed on a COMPANY billable project within 120 days of the commencement of

Page 2 of 4

original effective date of the INTERN’s Form I-9. INTERN represents that he/she is not presently working for any other entity or individual. If INTERN begins working for another entity or individual before completing at least twelve (12) months of work for COMPANY and/or COMPANY’s subsidiary company, INTERN agrees to reimburse COMPANY the amount set forth above unless INTERN’s termination from COMPANY was due to COMPANY’s failure to place INTERN on a billable project within said 120-day period from the original processing date of the INTERN’s Form I-9. The service fee obligations of INTERN to COMPANY agreed to in this Section 2 shall remain in place and effective following the anticipated execution of any new employment agreement(s) between COMPANY and INTERN, notwithstanding any general provisions in such latter agreement(s) regarding it/them generally superseding all earlier agreements.

3. Personal Service. INTERN agrees to personally perform the work assigned by COMPANY, and agrees not to subordinate that responsibility in any way.

4. Exclusivity. INTERN agrees that during the term of this Agreement that he/she will engage in full-time training and service only for COMPANY and/or COMPANY’s subsidiary company – upon direction by COMPANY, and he/she will not engage in a related or competing business. INTERN agrees not to use his/her relationship with COMPANY to establish a personal business or employment relationship or contacts with COMPANY’s Client(s) and agents contrary to the terms of this Agreement.

5. Non-Competition, Non-Solicitation, and Non-Hire.

(a) During the term of this Agreement, and for twelve (12) months thereafter, INTERN agrees not to, in any individual or representative capacity, directly or indirectly, solicit, provide or attempt to provide any services to or for the benefit of any COMPANY Client or Client's Client(s), or to which INTERN has been introduced, or about which INTERN has received information through COMPANY.

(b) During the term of this Agreement, and for twelve (12) months thereafter, INTERN agrees not to, in any individual or representative capacity, directly, or indirectly, hire, solicit, or in any manner encourage COMPANY interns, employees, and/or contractors to leave COMPANY employment.

6. Confidentiality and Non-Disclosure. INTERN acknowledges that confidential information and materials regarding COMPANY and its Clients have been, or will be disclosed to INTERN solely by virtue of his/her relationship with COMPANY hereunder and for the purpose of assisting INTERN in the performance of his/her duties. Such information and materials are to remain the absolute and exclusive property of COMPANY and its Clients.

INTERN further agrees not to disclose, directly or indirectly, to any person including Clients, coworkers, or other employees or interns of COMPANY, INTERN's future salary and compensation, bill rates, and terms of employment, without prior written consent of COMPANY. (Disclosure to a spouse or financial institution is permitted so long as no further disclosure is prohibited).

7. Proprietary Rights. INTERN agrees that during the course of his/her employment, INTERN shall fully and promptly disclose to COMPANY any and all inventions, improvements, discoveries, innovations, developments, processes, techniques, designs, computer programs and other technical materials conceived by INTERN during his/her term of relationship with COMPANY or for the term of this Agreement whichever is greater, alone or with others, and that these shall remain the exclusive property of COMPANY or its Client(s)

Upon request at any time during or after the terms of this Agreement, at the expense of COMPANY

Page 3 of 4

or COMPANY's Client, INTERN further agrees to assist COMPANY and/or COMPANY’s Client(s) including their attorneys, in application for patents or copyrights relating to such inventions, processes and other materials mentioned under "Proprietary Rights.”

8. Direction. INTERN agrees to follow and abide by all applicable policies and procedures of COMPANY, and INTERN acknowledges and agrees that COMPANY has the right to direct INTERN as to which tools and technology INTERN will use on the job and the right to require that INTERN perform the work in the order or sequence directed by COMPANY.

9. Representations. INTERN warrants that all information provided to COMPANY (including but not limited to resume, interview, and references) in arranging this relationship and/or obtaining employment by COMPANY is true to the best of INTERN's knowledge, information and belief. INTERN further warrants that he/she is not restricted by, and has no conflict of interest derived from any prior or existing employment or other agreement or any other interest or obligations that would interfere with INTERN performing as directed under this Agreement for COMPANY or COMPANY Clients and that INTERN shall immediately inform COMPANY should such a restriction or conflict arise. INTERN understands that any misstatement or lack of candor by INTERN concerning his/her qualifications or experience shall be grounds for immediate discharge by COMPANY and may subject INTERN to damages for any harm caused to COMPANY or COMPANY's Client(s).

10. Relationship at Will. INTERN acknowledges and agrees that he/she is an INTERN “at will” and that either INTERN or COMPANY may terminate this relationship with or without cause. Any obligations created under this Agreement shall survive termination of this relationship between INTERN and COMPANY. INTERN acknowledges and agrees that COMPANY invests considerable time and money to assign specific projects to the INTERN including initial training in proprietary software. INTERN further agrees that he/she shall complete the assignment given by COMPANY to minimize loss of time and investment to COMPANY.

11. Resignation. INTERN covenants and agrees that if INTERN elects to terminate his/her relationship with COMPANY said INTERN shall give at least two (2) weeks’ written notice to COMPANY.

12. Termination. COMPANY may terminate the relationship under this Agreement at any time for any reason with a written notice.

13. Remedies for Breaches. INTERN further acknowledges that money damages would be an inadequate remedy for any breach of Section 4 through 7, as damages for such breaches are not susceptible to exact measurement in dollars, and that COMPANY would be irreparably harmed by any such breach by INTERN. Therefore INTERN further agrees and covenants that COMPANY, in addition to all other herein set forth shall be entitled to equitable relief in the form of temporary restraining orders, temporary injunctions, costs, and reasonable attorney fees.

14. General. This Agreement shall be governed by the laws of the State of Illinois. The Parties further agree, acknowledge and accept that venue for any and all litigation relative to the Agreement shall be in the City of Aurora, State of Illinois.

15. Severability. If any provision(s) of this Agreement is (are) found to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected and shall remain in force and effect. Further, the terms and conditions of this Agreement shall survive the termination of INTERN's relationship with COMPANY under this Agreement. COMPANY's failure to insist upon strict performance of any terms and conditions of this Agreement shall not be construed as a waiver

Page 4 of 4

of COMPANY's rights and obligations nor INTERN's rights and obligation under this Agreement.

16. Reservation of Rights. COMPANY reserves the absolute right to change the rules and regulations of its business practices as COMPANY in its absolute sole discretion deems necessary.

17. Credit Report, Drug, and Background Check. INTERN authorizes COMPANY to access and review INTERN's credit report, drug and background check. By executing this agreement INTERN authorizes COMPANY to review INTERN's credit report and conduct a background check prior to commencing training. This authority shall survive the duration of INTERN’s relationship with COMPANY hereunder.

18. Notices. All notices and other communications will be in writing and mailed to COMPANY at 75 Executive Drive, Suite 329, Aurora, IL 60504, and to INTERN at his/her address as provided by INTERN and set forth in COMPANY's records or provided in writing by INTERN. All notices shall be considered received when sent and placed in the U.S. mail, first class postage prepaid with a return address thereon.

19. Merger Clause. Except as specifically provided herein, this is the entire Agreement between the Parties and supersedes any and all previous written or oral agreement. All modifications of or to the Agreement shall be in writing, dated and signed by both Parties to be binding and in full force and effect.

The Parties aknowledge having read and understood this document in its entirety and having a copy of the same.

COMPANY: Oloop, LLC, an Illinois Limited Liability Company

By: ________________________________________________________

Name & Title: ______________________________________________

Date: ______________________________________________________

INTERN: Please Write Clearly!

Intern’s Full Name: _________________________________________

Intern’s Signature: __________________________________________

Date: ______________________________________________________

Intern’s Date of Birth: _______________________________________

Intern’s Home Address: _____________________________________

___________________________________________________________

Please see the other attachment for the Intern’s voluntary EEOC form.